CREDITAGREEMENT

dated asof April 3, 2001

 

by and among

 

F.Y.I.INCORPORATED,

 

BANK OFAMERICA, N.A.,

as Administrative Agent,

 

BANC OFAMERICA SECURITIES LLC,

as Sole Lead Arranger andSole Book Manager,

 

SUNTRUST BANK,

as Syndication Agent,

 

WELLS FARGO BANK TEXAS,NATIONAL ASSOCIATION,

as Documentation Agent

 

and

 

THELENDERS NAMED HEREIN

 

 

$297,500,000 REVOLVINGCREDIT LOAN FACILITY

 

 

 

TABLE OF CONTENTS

 
| ARTICLE  1 - Definitions                                                                              |
|------------------------------------------------------------------------------------------------------------|
|                                                                                                       |
| Section 1.1  Definitions, etc.                                                                        |
| Section  1.2  Other Definitional Provisions                                                           |
| Section  1.3  Accounting Terms and  Determinations.                                                   |
| Section 1.4  Financial Covenants                                                                      |
|                                                                                                       |
| ARTICLE 2 - Loans                                                                                          |
| Section 2.1  Commitments                                                                              |
| Section  2.2  Notes                                                                                   |
| Section 2.3  Repayment of Loans                                                                       |
| Section 2.4  Interest                                                                                 |
| Section 2.5  Borrowing Procedure                                                                      |
| Section  2.6  Optional Prepayments, Conversions  and Continuations of Loans, Reduction of Commitments |
| Section 2.7  Mandatory Prepayments                                                                    |
| Section 2.8  Minimum Amounts                                                                          |
| Section 2.9  Certain Notices                                                                          |
| Section 2.10  Use of Proceeds                                                                         |
| Section  2.11  Fees                                                                                   |
| Section 2.12  Computations                                                                            |
| Section  2.13  Termination or Reduction of  Commitments                                               |
| Section 2.14  Letters of Credit                                                                       |
|                                                                                                       |
| ARTICLE 3 - Payments                                                                                       |
| Section 3.1  Method of Payment                                                                        |
| Section 3.2  Pro Rata Treatment                                                                       |
| Section 3.3  Sharing of Payments, Etc                                                                 |
| Section  3.4  Non-Receipt of Funds by the  Administrative Agent                                       |
| Section 3.5  Withholding Taxes                                                                        |
| Section 3.6  Withholding Tax Exemption                                                                |
| Section  3.7  Reinstatement of Obligations                                                            |
|                                                                                                       |
| ARTICLE 4 – Yield Protection  and Illegality                                                          |
| Section 4.1  Additional Costs                                                                         |
| Section  4.2  Limitation on Types of Loans                                                            |
| Section 4.3  Illegality                                                                               |
| Section 4.4  Treatment of Affected Loans                                                              |
| Section 4.5  Compensation. F.Y.I.                                                                     |
| Section 4.6  Capital Adequacy                                                                         |
| Section  4.7  Additional Interest on Eurodollar  Loans                                                |
|                                                                                                       |
| ARTICLE  5 - Security                                                                                 |
| Section 5.1  Collateral                                                                               |
| Section 5.2  Guaranties                                                                               |
| Section 5.3  New Subsidiaries                                                                         |
| Section 5.4  Additional Security                                                                      |
| Section 5.5  Release of Collateral                                                                    |
| Section  5.6  Setoff                                                                                  |
| Section  5.7  Landlord and Mortgagee Waivers                                                          |
|                                                                                                       |
| ARTICLE  6 - Conditions Precedent                                                                     |
|                                                                                                       |
| Section  6.1  Initial Loans and Letter of  Credit Conditions                                          |
| Section 6.2  All Extensions of Credit                                                                 |
| Section 6.3  Closing Certificate                                                                      |
|                                                                                                       |
| ARTICLE 7 - Representations  and Warranties                                                                |
| Section 7.1  Corporate Existence                                                                      |
| Section 7.2  Financial Statements                                                                     |
| Section  7.3  Corporate Action: No Breach                                                             |
| Section 7.4  Operation of Business                                                                    |
| Section 7.5  Intellectual Property                                                                    |
| Section 7.6  Litigation and Judgments                                                                 |
| Section  7.7  Rights in Properties; Liens                                                             |
| Section 7.8  Enforceability                                                                           |
| Section 7.9  Approvals                                                                                |
| Section  7.10  Debt                                                                                   |
| Section  7.11  Taxes                                                                                  |
| Section 7.12  Margin Securities                                                                       |
| Section 7.13  ERISA; Plans                                                                            |
| Section 7.14  Disclosure                                                                              |
| Section 7.15  Capitalization                                                                          |
| Section 7.16  Agreements                                                                              |
| Section 7.17  Compliance with Laws                                                                    |
| Section 7.18  Investment Company Act                                                                  |
| Section  7.19  Public Utility Holding Company  Act                                                    |
| Section 7.20  Environmental Matters                                                                   |
| Section  7.21  Labor Disputes and Acts of God                                                         |
| Section 7.22  Material Contracts                                                                      |
| Section 7.23  Bank Accounts                                                                           |
| Section 7.24  Outstanding Securities                                                                  |
| Section 7.25  Solvency                                                                                |
| Section 7.26  Employee Matters                                                                        |
| Section 7.27  Insurance                                                                               |
| Section 7.28  Common Enterprise                                                                       |
|                                                                                                       |
| ARTICLE 8 - Affirmative  Covenants                                                                         |
| Section 8.1  Reporting Requirements                                                                   |
| Section  8.2  Maintenance of Existence, Conduct  of Business                                          |
| Section 8.3  Maintenance of Properties                                                                |
| Section 8.4  Taxes and Claims                                                                         |
| Section 8.5  Insurance                                                                                |
| Section 8.6  Inspection Rights                                                                        |
| Section 8.7  Keeping Books and Records                                                                |
| Section 8.8  Compliance with Laws                                                                     |
| Section  8.9  Compliance with Agreements                                                              |
| Section 8.10  Further Assurances                                                                      |
| Section 8.11  ERISA; Plans                                                                            |
| Section 8.12  Trade Accounts Payable                                                                  |
| Section 8.13  No Consolidation                                                                        |
| Section  8.14  Interest Rate Protection                                                               |
|                                                                                                       |
| ARTICLE 9 - Negative  Covenants                                                                            |
| Section  9.1  Debt                                                                                    |
| Section 9.2  Limitation on Liens                                                                      |
| Section 9.3  Mergers, Etc.                                                                            |
| Section 9.4  Restricted Payments                                                                      |
| Section 9.5  Investments                                                                              |
| Section  9.6  Limitation on Issuance of Capital  Stock                                                |
| Section  9.7  Transactions With Affiliates                                                            |
| Section 9.8  Disposition of Property                                                                  |
| Section 9.9  Sale and Leaseback                                                                       |
| Section 9.10  Lines of Business                                                                       |
| Section  9.11  Environmental Protection                                                               |
| Section  9.12  Intercompany Transactions                                                              |
| Section 9.13  Management Fees                                                                         |
| Section  9.14  Modification of Other Agreements                                                       |
| Section 9.15  ERISA Plans                                                                             |
| Section 9.16  Dividend Restrictions                                                                   |
|                                                                                                       |
| ARTICLE 10 - Financial  Covenants                                                                          |
| Section 10.1  Consolidated Net Worth                                                                  |
| Section  10.2  Ratio of Funded Debt to EBITDA                                                         |
| Section  10.3  Consolidated Fixed Charge  Coverage Ratio                                              |
| Section 10.4  Capital Expenditures                                                                    |
|                                                                                                       |
| ARTICLE 11 - Default                                                                                       |
| Section 11.1  Events of Default                                                                       |
| Section 11.2  Remedies                                                                                |
| Section 11.3  Cash Collateral                                                                         |
| Section  11.4  Performance by the  Administrative Agent                                               |
|                                                                                                       |
| ARTICLE 12 - The  Administrative Agent                                                                     |
| Section  12.1  Appointment, Powers and  Immunities                                                    |
| Section  12.2  Reliance by the Administrative  Agent                                                  |
| Section 12.3  Defaults                                                                                |
| Section 12.4  Rights as Lender                                                                        |
| Section 12.5  Indemnification                                                                         |
| Section  12.6  Non-Reliance on the  Administrative Agent and Other Lenders                            |
| Section  12.7  Resignation of the  Administrative Agent                                               |
| Section 12.8  Several Commitments                                                                     |
| Section  12.9  Documentation Agent, Lead  Arranger and Syndication Agent                              |
|                                                                                                       |
| ARTICLE 13 - Miscellaneous                                                                                 |
| Section 13.1  Expenses                                                                                |
| Section 13.2  **INDEMNIFICATION**                                                                     |
| Section 13.3  Limitation of Liability                                                                 |
| Section 13.4  No Duty                                                                                 |
| Section  13.5  No Fiduciary Relationship                                                              |
| Section 13.6  Equitable Relief                                                                        |
| Section  13.7  No Waiver; Cumulative Remedies                                                         |
| Section 13.8  Successors and Assigns                                                                  |
| Section 13.9  Survival                                                                                |
| Section 13.10  **ENTIRE  AGREEMENT**                                                                  |
| Section 13.11  Amendments                                                                             |
| Section 13.12  Maximum Interest Rate                                                                  |
| Section 13.13  Notices                                                                                |
| Section  13.14  **GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF PROCESS**                     |
| Section 13.15  Counterparts                                                                           |
| Section 13.16  Severability                                                                           |
| Section 13.17  Headings                                                                               |
| Section 13.18  Construction                                                                           |
| Section  13.19  Independence of Covenants                                                             |
| Section 13.20  Confidentiality                                                                        |
| Section 13.21  WAIVER OF JURY TRIAL                                                                   |
| Section 13.22  Approvals and Consent                                                                  |
| Section  13.23  Agent for Services of Process                                                         |

 

 

INDEX TO EXHIBITS

 
| Exhibit | Description of Exhibit                                                   | Section       |
|---------|--------------------------------------------------------------------------|---------------|
|    |                                                                     |          |
| A       | Form of Assignment and Acceptance                                        | 1.1           |
| B       | Form of Note                                                             | 1.1 and 2.2   |
| C       | Form of Subordination Agreement                                          | 1.1           |
| D       | Form of Swingline Note                                                   | 1.1 and 2.2   |
| E       | Form of Notice of  Borrowings, Conversions, Continuations or Prepayments | 2.9           |
| F       | Form of Solvency Certificate                                             | 1.1, 6.1, 8.1 |
| G       | Form of Compliance Certificate                                           | 8.1           |
| H       | Form of Master Guaranty                                                  | 1.1           |
| I       | Form of Joinder Agreement                                                | 1.1           |
| J       | Form of Extension Agreement                                              | 1.1 and 2.1   |

 

INDEX TO SCHEDULES

 
| Schedule | Description of Schedule                                                                                                         |
|----------|---------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                            |
| 1.1(a)   | Mortgaged Properties                                                                                                            |
| 1.1(b)   | Permitted Liens                                                                                                                 |
| 2.14     | Existing Letters of Credit                                                                                                      |
| 7.4      | Permits, Franchises,  Licenses and Authorizations constituting Governmental Requirements or  involving Governmental Authorities |
| 7.6      | Litigation and Judgments                                                                                                        |
| 7.7      | Ownership of Real Properties                                                                                                    |
| 7.10     | Existing Debt                                                                                                                   |
| 7.11     | Taxes                                                                                                                           |
| 7.13     | Plans                                                                                                                           |
| 7.15     | Capitalization; Options, etc.                                                                                                   |
| 7.22     | Material Contracts                                                                                                              |
| 7.23     | Bank Accounts                                                                                                                   |
| 7.26     | Employee Matters                                                                                                                |
| 7.27     | Insurance                                                                                                                       |
| 9.5      | Investments                                                                                                                     |
| 9.15     | ERISA Plans                                                                                                                     |

 

CREDIT AGREEMENT

 

THIS CREDITAGREEMENT, dated as of April 3, 2001, is by and among F.Y.I. INCORPORATED("F.Y.I."), a Delaware corporation, each of the banks or otherlending institutions which is a party hereto (as evidenced by the signaturepages of this Agreement) or which may from time to time become a party heretoor any successor or assignee thereof (individually, a "Lender"and, collectively, the "Lenders"), BANK OF AMERICA, N.A., anational banking association, as administrative agent for itself and the otherLenders (in such capacity, together with its successors in such capacity, the"Administrative Agent"), SUNTRUST BANK, as syndication agent, andWELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as documentation agent.

 

RECITALS:

 

F.Y.I. hasrequested that the Lenders extend credit to F.Y.I. in the form of a revolvingcredit facility.  The Lenders arewilling to extend such credit to F.Y.I. upon the terms and conditionshereinafter set forth.

 

NOW, THEREFORE, inconsideration of the premises and the mutual covenants herein contained, theparties hereto hereby agree as follows:

 

# ARTICLE 1

#  

# Definitions

##  

## Section 1.1             Definitions,etc. As used in this Agreement,the following terms shall have the following meanings:

##  

"AccountingChanges" means as specified in Section 1.3(a).

 

"Acquisition"means any transaction or series of related transactions for the purpose of orresulting, directly or indirectly, in (a) the acquisition of all orsubstantially all of the assets of a Person or of any business or division of aPerson, (b) the acquisition by a Person of 50% or more of the CapitalStock of any Person or otherwise causing any Person to become a Subsidiary ofthe acquiring Person, or (c) a merger, consolidation, amalgamation or anyother combination of a Person with another Person.

 

"AdditionalCosts" means as specified in Section 4.1(a).

 

"AdjustedEurodollar Rate" means, for any Eurodollar Loan for any InterestPeriod therefor, the rate per annum (rounded upwards, if necessary, to thenearest 1/16 of one percent) determined by the Administrative Agent to be equalto (a) the Eurodollar Rate for such Eurodollar Loan for such InterestPeriod divided by (b) one minus the Reserve Requirement for suchEurodollar Loan for such Interest Period.

 

"AdministrativeAgent" means as specified in the initial paragraph of this Agreement.

 

"Affiliate"means, as to any Person, any other Person (a) that directly or indirectly,through one or more intermediaries, controls or is controlled by, or is undercommon control with, such Person; (b) that directly or indirectlybeneficially owns or holds fifty percent or more of any class of voting CapitalStock of such Person; or (c) fifty percent or more of the voting CapitalStock of which is directly or indirectly beneficially owned or held by thePerson in question.  The term"control" means the possession, directly or indirectly, of the powerto direct or cause direction of the management and policies of a Person,whether through the ownership of voting securities, by contract or otherwise; provided,however, in no event shall the Administrative Agent, the Lead Arrangeror any Lender be deemed an Affiliate of F.Y.I. or any of its Subsidiaries.

 

"Agreement"means this Agreement and any and all amendments, modifications, supplements,renewals, extensions or restatements hereof.

 

"ApplicableLending Office" means for each Lender and each Type of Loan, theLending Office of such Lender (or an Affiliate of such Lender) designated forsuch Type of Loan below its name on the signature pages hereof (or, withrespect to a Lender that becomes a party to this Agreement pursuant to anassignment made in accordance with Section 13.8, in the Assignment andAcceptance executed by it) or such other office of such Lender (or an Affiliateof such Lender) as such Lender may from time to time specify to F.Y.I. and theAdministrative Agent as the office by which its Loans of such Type are to bemade and maintained.

 

"ApplicableMargin" means, with respect to any period and with respect to PrimeRate Loans, Eurodollar Loans and the Commitment Fees, the percentage set forthin the table below that corresponds to the ratio of (a) Funded Debt as of thedate of the relevant financial statements referred to below to (b) EBITDA forthe four fiscal quarters of  F.Y.I. thenmost recently ended as of the date of such financial statements, calculated inaccordance with Section 1.4:

 
|                                                              |   | **Applicable Margins  For** |   |
|-------------------------------------------------------------------|--------|-----------------------------|--------|
| **Funded  Debt to EBITDA Ratio**                                  |   | **Eurodollar   Loans**      |   | **Prime  Rate Loans** |   | **Commitment  Fee** |   |
| Greater than 2.50 to  1.00                                        |   | 2.000%                      |   | 0.500% |   | 0.375% |   |
| Greater than 2.00 to 1.00 but less than or equal to  2.50 to 1.00 |   | 1.750%                      |   | 0.250% |   | 0.350% |   |
| Greater than 1.50 to  1.00 but less than or equal to 2.00 to 1.00 |   | 1.500%                      |   | 0% |   | 0.300% |   |
| Greater than 1.00 to  1.00 but less than or equal to 1.50 to 1.00 |   | 1.250%                      |   | 0% |   | 0.250% |   |
| Less than or equal to  1.00 to 1.00                               |   | 1.125%                      |   | 0% |   | 0.250% |   |

 

For purposeshereof and notwithstanding the preceding sentence, the Applicable Margin forthe period from the Effective Date to the first Calculation Date thereaftershall be deemed to be 1.500% for Eurodollar Loans, 0% for Prime Rate Loans and0.300% for Commitment Fees and shall thereafter be calculated on each CalculationDate based upon the preceding table and the financial statements delivered byF.Y.I. pursuant to Section 8.1(b) and the certificate delivered byF.Y.I. pursuant to Section 8.1(c); provided, that if  F.Y.I. fails to deliver to theAdministrative Agent such financial statements or certificate on or before therelevant Calculation Date, the Applicable Margin shall be deemed to be thepercentage reflected in the preceding table as if the ratio of Funded Debt toEBITDA were greater than 2.50 to 1.00 until the date such statements andcertificate are received by the Administrative Agent, after which theApplicable Margin shall be determined as otherwise provided herein.

 

"AssetDisposition" means the disposition of any or all of the Property(other than sales of Inventory in the ordinary course of business and the grantof a Lien as security) of F.Y.I. or any of its Subsidiaries, whether by sale,lease, transfer, assignment, condemnation or otherwise, but excluding anyinvoluntary disposition resulting from casualty damage to Property.

 

"Assignee"means as specified in Section 13.8(b).

 

"AssigningLender" means as specified in Section 13.8(b).

 

"Assignmentand Acceptance" means an assignment and acceptance entered into by aLender and its Assignee and accepted by the Administrative Agent pursuant to Section13.8(e), in substantially the form of Exhibit A hereto.

 

"B&BLetter of Credit" means a Letter of Credit issued by BNP Paribas,Chicago Branch (formerly known as Banque Paribas) in favor of the Fifth Third Bank,as trustee, or any successor thereto (the "Trustee") for thebenefit of the holders of those certain $2,400,000 Prince George's County,Maryland Variable Rate Demand/Fixed Rate Revenue Bonds (B&B Records Center,Inc. Facility) 1989 Issue as a replacement for the letter of credit issued byCrestar Bank in favor of the Trustee, in a face amount not to exceed$2,500,000, and issued under the Commitments, as such Letter of Credit may berenewed, extended or replaced.

 

"Bank ofAmerica" means Bank of America, N.A., a national banking association.

 

"BankruptcyCode" means as specified in Section 11.1(e).

 

"BasleAccord" means the proposals for risk-based capital framework describedby the Basle Committee on Banking Regulations and Supervisory Practices in itspaper entitled "International Convergence of Capital Measurement andCapital Standards" dated July 1988, as amended, supplemented and otherwisemodified and in effect from time to time, or any replacement thereof.

 

"BusinessDay" means (a) any day on which commercial banks are notauthorized or required to close in New York, New York, Dallas, Texas orCharlotte, North Carolina, and (b) with respect to all borrowings,payments, Conversions, Continuations, Interest Periods and notices inconnection with Eurodollar Loans, any day which is a Business Day described in clause(a) above and which is also a day on which dealings in Dollar deposits arecarried out in the London interbank market.

 

"CalculationDate" means the date occurring each quarter during the term of thisAgreement which is 15 days after the date upon which quarterly financialstatements of F.Y.I. and its consolidated Subsidiaries are required by Section8.1(b) to be delivered to the Administrative Agent (or, if such date is nota Business Day, the next succeeding Business Day).

 

"CapitalExpenditures" means, for any period, expenditures (including theaggregate amount of Capital Lease Obligations incurred during such period) madeby F.Y.I. or any of its Subsidiaries to acquire or construct fixed assets,plant or equipment (including renewals, improvements or replacements, butexcluding repairs) during such period and which, in accordance with GAAP, areclassified as capital expenditures, exclusive of any expenditures forAcquisitions.

 

"Capital LeaseObligations" means, as to any Person, the obligations of such Personto pay rent or other amounts under a lease of (or other agreement conveying theright to use) real and/or personal Property, which obligations are classifiedas a capital lease on a balance sheet of such Person under GAAP.  For purposes of this Agreement, the amountof such Capital Lease Obligations shall be the capitalized amount thereof,determined in accordance with GAAP.

 

"CapitalStock" means corporate stock and any and all shares, partnershipinterests, limited partnership interests, limited liability company interests,membership interests, equity interests, participations, rights or otherequivalents (however designated) of corporate stock or any of the foregoingissued by any entity (whether a corporation, a partnership or another entity).

 

"Change ofControl" means the existence or occurrence of any of the followingafter the Closing Date: (a) any Person or two or more Persons acting as agroup (as defined in Section 13d-3 of the Securities Exchange Act of 1934)shall have acquired beneficial ownership (within the meaning of Rule 13d-3 ofthe Securities and Exchange Commission under the Securities Exchange Act of1934) of 20% or more of the outstanding shares of voting stock of F.Y.I.;(b) individuals who, as of the Closing Date, constitute the Board ofDirectors of F.Y.I. (the "F.Y.I. Incumbent Board") cease forany reason to constitute at least a majority of the Board of Directors ofF.Y.I.; provided, however, that any individual becoming adirector of F.Y.I. subsequent to the Closing Date whose election, or nominationfor election by F.Y.I.'s shareholders was approved by a vote of at least amajority of the directors then comprising the F.Y.I. Incumbent Board shall beconsidered as though such individual were a member of the F.Y.I. IncumbentBoard, but excluding, for this purpose, any such individual whose initialassumption of office occurs as a result of either an actual or threatenedelection contest (as such terms are used in Rule 14a-11 of Regulation 14Apromulgated under the Securities Exchange Act of 1934) or other actual orthreatened solicitation of proxies or contest by or on behalf of a Person otherthan the Board of Directors of F.Y.I.; or (c) the consummation of anytransaction the result of which is that any Person or group beneficially ownsmore of the voting stock of F.Y.I. than is beneficially owned, in theaggregate, by the "Permitted Holders" as such term is defined in thePrior Agreement.

 

"ClosingDate" means April 3, 2001, the date of this Agreement.

 

"Code"means the Internal Revenue Code of 1986, as amended, and the regulationspromulgated and rulings issued thereunder.

 

"Collateral"means all Property of any nature whatsoever upon which a Lien is created orpurported to be created by any Loan Document as security for the Obligations orany portion thereof.

 

"Commitment"means, as to any Lender, the obligation of such Lender to make or continueLoans and incur or participate in Letter of Credit Liabilities hereunder in anaggregate principal amount at any one time outstanding up to but not exceedingthe amount set forth opposite the name of such Lender on the signature pageshereto under the heading "Commitment" or, if such Lender is a partyto an Assignment and Acceptance, the amount set forth in the most recentAssignment and Acceptance of such Lender, as the same may be reduced orterminated pursuant to Section 2.13 or 11.2, and "Commitments"means such obligations of all Lenders. As of the Closing Date, the aggregate principal amount of theCommitments is $297,500,000.

 

"CommitmentPercentage"  means, as to anyLender, the percentage equivalent of a fraction, the numerator of which is theamount of the Commitment of such Lender, and the denominator of which is theaggregate amount of the Commitments of all of the Lenders, as adjusted fromtime to time in accordance with Section 13.8.

 

"ConsolidatedFixed Charge Coverage Ratio" means, for any period, the ratio of (a)(i) EBITDAR of F.Y.I. andits Subsidiaries for such period minus (ii) Maintenance CapitalExpenditures made by F.Y.I. and its Subsidiaries during such period minus(iii) taxes of F.Y.I. and its Subsidiaries paid or payable in cash during suchperiod, to (b) the Fixed Charges of F.Y.I. and its Subsidiaries for suchperiod.

 

"ConsolidatedNet Income" means, for any period, the net income (or loss) of F.Y.I.and its Subsidiaries (or other applicable Person) for such period, determinedon a consolidated basis in accordance with GAAP.

 

"ConsolidatedNet Worth" means, at any particular time, all amounts which, inconformity with GAAP, would be included as stockholders' equity on aconsolidated balance sheet of F.Y.I. and its Subsidiaries.

 

"Continue","Continuation" and "Continued" shall refer tothe continuation pursuant to Section 2.6 of a Eurodollar Loan as aEurodollar Loan of the same Type from one Interest Period to the next InterestPeriod.

 

"ContractRate" means as specified in Section 13.12(a).

 

"Convert","Conversion" and "Converted" shall refer to aconversion pursuant to Section 2.6 or Article 4 of one Type ofLoan into the other Type of Loan.

 

"CurrencyHedge Agreement" means any currency hedge or exchange agreement,option or futures contract or other agreement intended to protect against ormanage a Person's exposure to fluctuations in currency exchange rates.

"CurrentDate" means a date occurring no more than 30 days prior to the ClosingDate or such earlier date which is reasonably acceptable to the AdministrativeAgent.

 

"Debt"means as to any Person at any time (without duplication): (a) allindebtedness, liabilities and obligations of such Person for borrowed money,(b) all indebtedness, liabilities and obligations of such Person evidencedby bonds, notes, debentures, or other similar instruments, (c) allindebtedness, liabilities and obligations of such Person to pay the deferredpurchase price of Property or services, except trade accounts payable of suchPerson arising in the ordinary course of business that are not past due by morethan 120 days, and excluding Seller Earn Out which is contingent, (d) allCapital Lease Obligations of such Person, (e) all asset securitizationsprograms and any other off balance sheet financings, (f) all Debt ofothers Guaranteed by such Person, (g) all indebtedness, liabilities andobligations secured by a Lien existing on Property owned by such Person,whether or not the indebtedness, liabilities or obligations secured therebyhave been assumed by such Person or are non-recourse to such Person, (h) allreimbursement obligations of such Person (whether contingent or otherwise) inrespect of letters of credit, bankers' acceptances, surety or other bonds andsimilar instruments, (i) all indebtedness, liabilities and obligations ofsuch Person to redeem or retire shares of Capital Stock of such Person,(j) all indebtedness, liabilities and obligations of such Person underInterest Rate Protection Agreements or Currency Hedge Agreements, and(k) all indebtedness, liabilities and obligations of such Person in respectof unfunded vested benefits under any Plan.

 

"DebtIssuance" means any issuance by F.Y.I. or any Subsidiary of F.Y.I. ofany Debt of F.Y.I. or such Subsidiary, respectively, which Debt is issued orsold by F.Y.I. or any Subsidiary of F.Y.I. primarily for the purpose of raisingcapital or increasing liquidity and which Debt consists of Debt of the typesreferred to in clauses (a) or (b) of the definition of"Debt", but not of the types of Debt referred to in clauses (c),(d), (f), (h), (i), (j) or (k) of thedefinition of "Debt" and which Debt is not permitted under Section9.1.  The incurrence ofSeller Subordinated** **Debt does not constitute a "DebtIssuance."

 

"Default"means an Event of Default or the occurrence of an event or condition which withnotice or lapse of time or both would become an Event of Default.

 

"DefaultRate" means, (a) in respect of any principal of any Loan or anyReimbursement Obligation at all times during which an Event of Default hasoccurred and is continuing, and (b) in respect of any principal of any Loan,any Reimbursement Obligation or any other amount payable by F.Y.I. under thisAgreement or any other Loan Document which is not paid when due (whether atstated maturity, by acceleration or otherwise), a rate per annum during theperiod of such Event of Default or during the period commencing on the due dateuntil such amount is paid in full, respectively, equal to the lesser of (i) thesum of two percent (2%) plus the Prime Rate as in effect from time to time plusthe Applicable Margin for Prime Rate Loans for the applicable period or (ii)the Maximum Rate; provided, however, that if such Event ofDefault relates to, or if such amount in default is, principal of a EurodollarLoan and the due date is a day other than the last day of an Interest Periodtherefor, the "Default Rate" for such principal shall be, for theperiod from and including the due date and to but excluding the last day of theInterest Period therefor, the lesser of (A) two percent plus the interest ratefor such Eurodollar Loan for such Interest Period as provided in Section2.4(a)(ii) hereof  or (B) theMaximum Rate and, thereafter, the rate provided for above in this definition.

 

"DepositAccount" means a deposit account maintained by F.Y.I. with a bank selectedby F.Y.I. and reasonably acceptable to the Administrative Agent.

 

"DocumentationAgent" means Wells Fargo Bank Texas, National Association, in itscapacity as documentation agent.

 

"Dollars"and "$" mean lawful money of the U.S.

 

"DomesticSubsidiary" means any Subsidiary of F.Y.I. which is organized underthe laws of the United States or one of the States thereof.

 

"EBITDA"means, for any period, without duplication, the sum of the following for F.Y.I.and its Subsidiaries (or other applicable Person) for such period determined ona consolidated basis in accordance with GAAP: (a) Consolidated Net Income,plus (b) Interest Expense, plus (c) income andfranchise taxes to the extent deducted in determining Consolidated Net Income, plus(d) depreciation and amortization expense and other non-cash, non-taxitems to the extent deducted in determining Consolidated Net Income, minus(e) non-cash income to the extent included in determining Consolidated NetIncome; provided, however, that for purposes of calculating the EBITDA ofF.Y.I. and its consolidated Subsidiaries for any period of four consecutivefiscal quarters including, without limitation, the four consecutive fiscalquarter period used in determining compliance with the twelve month trailingEBITDA requirement in the definition of Permitted Acquisition, (i) the EBITDAassociated with any Person or assets acquired in a Permitted Acquisition duringsuch period of four consecutive fiscal quarters shall be added, withoutduplication, if either (A) the financial statements of the Person or assetsacquired from which such EBITDA would be determined were audited by independentcertified public accountants of recognized standing acceptable to theAdministrative Agent or (B) the Permitted Acquisition and the EBITDA of thePerson or assets acquired were approved in writing by the Required Lenders; and(ii) the EBITDA associated with any Person or assets disposed of in a PermittedDisposition during such period of four consecutive fiscal quarters shall be deducted.

 

"EBITDAR"means, for any period, without duplication, the sum of the following for F.Y.I.and its Subsidiaries (or other applicable Person) for such period determined ona consolidated basis in accordance with GAAP: (a) EBITDA, plus (b) Rental Expense.

 

"EffectiveDate" means the date upon which all conditions precedent to theobligations of the Lenders to make Loans hereunder specified in Article 6hereof have been satisfied and, as a result thereof, the initial Loans are madehereunder.

 

"Eligible Assignee"means (a) any Affiliate of a Lender or (b) any commercial bank,savings and loan association, savings bank, finance company, insurance company,pension fund, mutual fund or other financial institution (whether acorporation, partnership or other entity) acceptable to the AdministrativeAgent and approved by F.Y.I., which approval shall not unreasonably bewithheld, provided, however, that any  Person referred to in this clause (b) shall not berequired to be approved by F.Y.I. if a Default has then occurred and iscontinuing.

 

"EnvironmentalLaw" means any federal, state, local or foreign law, statute, code orordinance, principle of common law, rule or regulation, as well as any Permit,order, decree, judgment or injunction issued, promulgated, approved or enteredthereunder, relating to pollution or the protection, cleanup or restoration ofthe environment or natural resources, or to the public health or safety, orotherwise governing the generation, use, handling, collection, treatment,storage, transportation, recovery, recycling, discharge or disposal ofHazardous Materials, including, without limitation as to U.S. laws, theComprehensive Environmental Response, Compensation and Liability Act of 1980,42 U.S.C. Section 9601 et seq., the Superfund Amendment andReauthorization Act of 1986, 99-499, 100 Stat. 1613, the Resource Conservationand Recovery Act of 1976, 42 U. S. C. Section 6901 et seq., theOccupational Safety and Health Act, 29 U S.C. Section 651 et seq.,the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean WaterAct, 33 U. S. C. Section 1251 et seq., the Emergency Planning andCommunity Right to Know Act, 42 U. S. C. Section 11001 et seq., theFederal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136 et seq.,and the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.,and any state or local counterparts.

 

"EnvironmentalLiabilities" means, as to any Person, all liabilities, obligations,responsibilities, Remedial Actions, losses, damages, punitive damages,consequential damages, treble damages, costs and expenses (including, withoutlimitation, all reasonable fees, disbursements and expenses of counsel, expertand consulting fees and costs of investigation and feasibility studies), fines,penalties, sanctions and interest incurred as a result of any claim or demand,by any Person, whether based in contract, tort, implied or express warranty,strict liability or criminal, penal or civil statute, including, withoutlimitation, any Environmental Law, Permit, order or agreement with anyGovernmental Authority or other Person, arising from environmental, health orsafety conditions or the Release or threatened Release of a Hazardous Materialinto the environment.

 

"EquityIssuance" means any issuance by F.Y.I. or any Subsidiary of F.Y.I. ofany Capital Stock of F.Y.I. or such Subsidiary, respectively.

 

"ERISA"means the Employee Retirement Income Security Act of 1974, as amended from timeto time, and the regulations and published interpretations thereunder.

 

"ERISAAffiliate" means any corporation or trade or business which is amember of a group of entities, organizations or employers of which a Loan Partyis also a member and which is treated as a single employer within the meaningof Sections 414(b), (c), (m) or (o) of the Code.

 

"EurodollarDaily Floating Rate" means the fluctuating rate of interest equal tothe Eurodollar Rate (for a one month Interest Period) on the second precedingBusiness Day, as adjusted on a daily basis for as long as the Swingline Advanceto which such rate relates is outstanding and as adjusted from time to time inthe Administrative Agent's sole discretion for then-applicable reserverequirements, deposits insurance assessment rates and other regulatory costs.

 

"EurodollarLoans" means Loans that bear interest at rates based upon theEurodollar Rate and the Adjusted Eurodollar Rate.

 

"EurodollarRate" means, for any Eurodollar Loan for any Interest Period therefor,the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)appearing on Dow Jones Markets Service (formerly known as Telerate) Page 3750(or any successor page) as the London interbank offered rate for deposits inDollars at approximately 11:00 a.m. (London time) two (2) Business Days priorto the first day of such Interest Period for a term comparable to such InterestPeriod.  If for any reason such rate isnot available, the term "Eurodollar Rate" shall mean, for anyEurodollar Loan for any Interest Period therefor, the rate per annum (roundedupwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters ScreenLIBO Page as the London interbank offered rate for deposits in Dollars atapproximately 11:00 a.m. (London time) two (2) Business Days prior to the firstday of such Interest Period for a term comparable to such Interest Period; provided,however, if more than one rate is specified on Reuters Screen LIBO Page,the applicable rate shall be the arithmetic mean of all such rates (roundedupwards, if necessary, to the nearest 1/100 of 1%).

 

"Event ofDefault" means as specified in Section 11.1.

 

"ExistingB of A Letter of Credit" means that certain Letter of Credit issued byBank of America National Trust & Savings Association in favor of the NewYork State Workers Compensation Board as beneficiary in a face amount of$5,000,000 having an expiration date of March 31, 2003, which Letter of Creditwas issued pursuant to an Application and Agreement for Standby Letter ofCredit, dated as of January 27, 1998, between F.Y.I. and QCSINET Acquisition Corp.,a wholly-owned Subsidiary of F.Y.I., as Applicants, and Bank of America Texas,N.A., as credit-provider.

 

"ExistingDebt" means the Debt of F.Y.I. under that certain Amended and RestatedCredit Agreement dated as of February 17, 1998 by and among F.Y.I., the lendersparty thereto and Banque Paribas, as agent, as amended.

 

"ExistingLetters of Credit" means the outstanding letters of credit identifiedon Schedule 2.14.

 

"ExtensionAgreement" means an agreement in substantially the form of ExhibitJ pursuant to which F.Y.I., the Administrative Agent and an individualLender may agree to extend the Maturity Date in accordance with the terms of Section2.1(d).

 

"FederalFunds Rate" means, for any day, the rate per annum (rounded upwards,if necessary, to the nearest one-sixteenth of one percent (1/100 of 1%)) equalto the weighted average of the rates on overnight Federal funds transactionswith members of the Federal Reserve System arranged by Federal funds brokers onsuch day, as published by the Federal Reserve Bank of New York on the BusinessDay next succeeding such day, provided that (a) if the day forwhich such rate is to be determined is not a Business Day, the Federal FundsRate for such day shall be such rate on such transactions on the next precedingBusiness Day as so published on the next succeeding Business Day and(b) if such rate is not so published on such next succeeding Business Day,the Federal Funds Rate for any day shall be the average rate charged to theAdministrative Agent (in its individual capacity) on such day on suchtransactions as determined by the Administrative Agent.

 

"FeeLetter" means the letter dated as of December 29, 2000 among F.Y.I.,the Administrative Agent and the Lead Arranger.

 

"FixedCharges" means, for any period, the sum of (a) cash InterestExpense of F.Y.I. and its Subsidiaries during such period, plus(b) all scheduled payments (as such scheduled payments are reduced byapplication of any prepayments) of principal with respect to the Loans andother outstanding Debt during such period, plus (c) Rental Expense ofF.Y.I. and its Subsidiaries during such period, plus (d) Seller EarnOuts paid in cash by F.Y.I. and its Subsidiaries during such period.

 

"ForeignDebt and Investment" means as specified in Section 9.1(e).

 

"ForeignSubsidiary" means any Subsidiary of F.Y.I. which is organized underthe laws of a country or province other than the United States or a Statethereof.

 

"FundedDebt" means, at any particular time, the sum, without duplication, of(a) the aggregate principal amount of all Debt for borrowed money of F.Y.I. andits Subsidiaries outstanding, determined on a consolidated basis, plus (b) theaggregate principal amount of all Debt of F.Y.I. and its Subsidiariesoutstanding, determined on a consolidated basis, secured by any Lien on anyProperty of F.Y.I. or any of its Subsidiaries (including, without limitation,all recourse and non-recourse Capital Lease Obligations), plus (c) theaggregate principal amount of all Debt Guaranteed by F.Y.I. and itsSubsidiaries outstanding, determined on a consolidated basis.

 

"FundedDebt to EBITDA Ratio" means as specified in Section 10.2.

 

"F.Y.I."means as specified in the initial paragraph of this Agreement.

 

"F.Y.I.Common Stock" means the common stock of F.Y.I., par value $.01 pershare.

 

"F.Y.I.Equity Documents" means F.Y.I.'s Certificate of Incorporation and theF.Y.I. Common Stock.

 

"GAAP"means generally accepted accounting principles, applied on a consistent basis,as set forth in Opinions of the Accounting Principles Board of the AmericanInstitute of Certified Public Accountants and/or in statements of the FinancialAccounting Standards Board and/or their respective successors and which areapplicable in the circumstances as of the date in question.  Accounting principles are applied on a"consistent basis" when the accounting principles applied in acurrent period are comparable in all material respects to those accountingprinciples applied in a preceding period.

 

"GovernmentalAuthority" means any nation or government, any state, provincial orpolitical subdivision thereof and any entity exercising executive, legislative,judicial, regulatory or administrative functions of or pertaining togovernment.

 

"GovernmentalRequirement" means any law, statute, code, ordinance, order, rule,regulation, judgment, decree, injunction, franchise, Permit, certificate,license, authorization or other directive or requirement of any federal, state,county, municipal, parish, provincial or other Governmental Authority or anydepartment, commission, board, court, agency or any other instrumentality ofany of them.

 

"Guarantee"by any Person means any obligation, contingent or otherwise, of such Persondirectly or indirectly guaranteeing any Debt or other obligation of any otherPerson and, without limiting the generality of the foregoing, any obligation,direct or indirect, contingent or otherwise, of such Person (a) topurchase or pay (or advance or supply funds for the purchase or payment of)such Debt or other obligation (whether arising by virtue of partnershiparrangements, by agreement to keep-well, to purchase assets, goods, securitiesor services, to take-or-pay or to maintain financial statement conditions orotherwise) or (b) entered into for the purpose of assuring in any othermanner the obligee of such Debt or other obligation as to the payment thereofor to protect the obligee against loss in respect thereof (in whole or inpart), provided that the term Guarantee shall not include endorsementsfor collection or deposit in the ordinary course of business.  The term "Guarantee" used as averb has a corresponding meaning.  Theamount of any Guarantee shall be deemed to be an amount equal to the stated ordeterminable amount of the primary obligation in respect of which suchGuarantee is made or, if not stated or determinable, the maximum anticipatedliability in respect thereof (assuming such Person is required to performthereunder).

 

"Guaranties"means the guaranty agreements, in form and substance satisfactory to theAdministrative Agent, (including, without limitation, the Master Guaranty)executed at any time pursuant to this Agreement by any of the Subsidiaries ofF.Y.I. or any other Loan Party in favor of the Administrative Agent for thebenefit of the Administrative Agent and the Lenders, and any guaranty agreementexecuted pursuant to Section 5.3 hereof, and any and all amendments,modifications, supplements, renewals, extensions or restatements thereof.

 

"HazardousMaterial" means any substance, product, liquid, waste, pollutant,chemical, contaminant, insecticide, pesticide, gaseous or solid matter, organicor inorganic matter, fuel, micro-organisms, ray, odor, radiation, energy,vector, plasma, constituent or material which (a) is or becomes listed,regulated or addressed under any Environmental Law or (b) is, or is deemedto be, alone or in any combination, hazardous, hazardous waste, toxic, apollutant, a deleterious substance, a contaminant or a source of pollution orcontamination under any Environmental Law, including, without limitation,asbestos, petroleum, underground storage tanks (whether empty or containing anysubstance) and polychlorinated biphenyls.

 

"IntellectualProperty" means any U.S. or foreign patents, patent applications,trademarks, trade names, service marks, brand names, logos and other tradedesignations (including unregistered names and marks), trademark and servicemark registrations and applications, copyrights and copyright registrations andapplications, inventions, invention disclosures, protected formulae,formulations, processes, methods, trade secrets, computer software, computerprograms and source codes, manufacturing research and similar technicalinformation, engineering know-how, customer and supplier information, assemblyand test data drawings or royalty rights.

 

"IntercompanyDebt" means as specified in Section 9.1(e).

 

"InterestExpense" means, for any period and for any Person, the sum of (a)interest expense of such Person calculated without duplication on a consolidatedbasis for such period in accordance with GAAP, plus (b) expenses paidunder Interest Rate Protection Agreements and Currency Hedge Agreements duringsuch period, minus (c) payments received under Interest Rate ProtectionAgreements and Currency Hedge Agreements during such period.

 

"InterestPeriod" means, with respect to any Eurodollar Loan, each periodcommencing on the date such Loan is made or Converted from a Prime Rate Loan or(if Continued) the last day of the next preceding Interest Period with respectto such Loan, and ending on the numerically corresponding day in the first,second, third or sixth calendar month thereafter, as F.Y.I. may select asprovided in Section 2.9 hereof, except that each such Interest Periodwhich commences on the last Business Day of a calendar month (or on any day forwhich there is no numerically corresponding day in the appropriate subsequentcalendar month) shall end on the last Business Day of the appropriatesubsequent calendar month. Notwithstanding the foregoing: (a) each Interest Period which wouldotherwise end on a day which is not a Business Day shall end on the nextsucceeding Business Day (or, if such succeeding Business Day falls in the nextsucceeding calendar month, on the next preceding Business Day); (b) anyInterest Period which would otherwise extend beyond the Maturity Date shall endon the Maturity Date; (c) no more than seven (7) Interest Periods forEurodollar Loans shall be in effect at the same time; (d) no InterestPeriod shall have a duration of less than one month and, if the Interest Periodfor any Eurodollar Loans would otherwise be a shorter period, such Loans shallnot be available hereunder; (e) no Interest Period shall have a durationof more than six months; and (f) no Interest Period for a Loan maycommence before and end after any principal repayment date unless, after givingeffect thereto, the aggregate principal amount of the Eurodollar Loans havingInterest Periods that end after such principal payment date shall be equal to orless than the amount of the Loans scheduled to be outstanding hereunder aftersuch principal payment date.  Thepermitted length of Interest Periods will not limit the terms of any InterestRate Protection Agreement.

 

"InterestRate Protection Agreements" means, with respect to F.Y.I. or anySubsidiary of F.Y.I., an interest rate swap, cap or collar agreement or similararrangement between F.Y.I. or any Subsidiary of F.Y.I. and one or more Lendersthat are parties to this Agreement, Affiliates of such Lenders or otherentities that would qualify as "Eligible Assignees" under thisAgreement, providing for the transfer or mitigation of interest rate riskseither generally or under specified contingencies.

 

"Inventory"means all inventory now owned or hereafter acquired by F.Y.I. or any of itsSubsidiaries wherever located and whether or not in transit, which is or may atany time be held for sale or lease, or furnished under any contract (exclusiveof leases of real Property covered by a Mortgage) for service or held as rawmaterials, work in process, or supplies or materials used or consumed in thebusiness of F.Y.I. or any of its Subsidiaries.

 

"Investments"means as specified in Section 9.5.

 

"IssuingBank" means Bank of America, except with respect to the ExistingLetters of Credit (other than the Existing B of A Letter of Credit), for which"Issuing Bank" means BNP Paribas, Chicago Branch.

 

"JoinderAgreement" means an agreement which has been or will be executed by aSubsidiary of F.Y.I. adding it as a party to the Master Guaranty and certain ofthe other Security Documents, in substantially the form of Exhibit I, as thesame may be amended or otherwise modified.

 

"LeadArranger" means Banc of America Securities LLC, in its capacity assole lead arranger and sole book manager.

 

"Lender"and "Lenders" means as specified in the initial paragraph ofthis Agreement.

 

"Letter ofCredit" means any standby letter of credit issued by the Issuing Bankfor the account of F.Y.I. (or F.Y.I. and any of its Subsidiaries) pursuant tothis Agreement (which letter of credit shall be irrevocable unless otherwiseagreed by the Issuing Bank and F.Y.I.).

 

"Letter ofCredit Agreement" means, with respect to each Letter of Credit to beissued by the Issuing Bank therefor, the letter of credit application andreimbursement agreement which such Issuing Bank requires to be executed by theaccount party or parties in connection with the issuance of such Letter ofCredit.

 

"Letter ofCredit Liabilities" means, at any time, the aggregate undrawn faceamounts of all outstanding Letters of Credit and all unreimbursed drawingsunder Letters of Credit issued pursuant to the Commitments.

 

"Lien"means any lien, mortgage, security interest, tax lien, financing statement,pledge, charge, hypothecation or other encumbrance of any kind or naturewhatsoever (including, without limitation, any conditional sale or titleretention agreement), whether arising by contract, operation of law orotherwise.

 

"LoanDocuments" means this Agreement, the Notes, the Security Documents,the Fee Letter, the Letters of Credit, the Letter of Credit Agreements, anyInterest Rate Protection Agreement or Currency Hedge Agreement between F.Y.I.or any Subsidiary of F.Y.I. and any Lender or any Affiliate of any Lender, any SubordinationAgreements, and all other agreements, documents and instruments now orhereafter executed and/or delivered pursuant to or in connection with any ofthe foregoing, and any and all amendments, modifications, supplements,renewals, extensions or restatements thereof.

 

"LoanParty" means F.Y.I., each of its Subsidiaries and any other Person whois or becomes a party to any agreement, document or instrument that Guaranteesor secures payment or performance of the Obligations or any part thereof.

 

"Loans"means as specified in Section 2.1(a).

 

"MaintenanceCapital Expenditures" means, for any period and for any Person and itsSubsidiaries, the amount of depreciation expense on the tangible assets of suchPersons (not including any amortization of goodwill or other non-tangibleassets) determined on a consolidated basis in accordance with GAAP.

 

"MasterGuaranty" means guaranty of the Domestic Subsidiaries of F.Y.I. infavor of the Administrative Agent, for the benefit of the Administrative Agentand the Lenders, in substantially the form of Exhibit H, as thesame may be modified pursuant to one or more Joinder Agreements and as the samemay be otherwise modified from time to time.

 

"MaterialAdverse Effect" means any material adverse effect, or the occurrenceof any event or the existence of any condition that could reasonably beexpected to have a material adverse effect, on (a) the business orfinancial condition or performance of F.Y.I. and its Subsidiaries, taken as awhole, (b) the ability of F.Y.I. to pay and perform the Obligations whendue, or (c) the validity or enforceability of (i) any of the LoanDocuments, (ii) any Lien created or purported to be created by any of theLoan Documents or the required priority of any such Lien, or (iii) the rightsand remedies of the Administrative Agent or the Lenders under any of the LoanDocuments.

 

"MaterialContracts" means, as to any Person, any supply, purchase, service,employment, tax, indemnity, shareholder or other agreement or contract forwhich the aggregate amount or value of services performed or to be performedfor or by, or funds or other Property transferred or to be transferred to orby, such Person or any of its Subsidiaries party to such agreement or contract,or by which such Person or any of its Subsidiaries or any of their respectiveProperties are otherwise bound, during any fiscal year of the Person exceeds$5,000,000 as of the Closing Date with respect to expenditures required by suchPerson, or $10,000,000 as of the Closing Date with respect to revenues whichthe other party to the contract is required to pay to such Person, and any andall amendments, modifications, supplements, renewals or restatements thereof.

 

"MaterialSubsidiary" means any Subsidiary of F.Y.I. which is not a NonmaterialSubsidiary.

 

"MaturityDate" means April 3**,**2004, as such date may be extended fromtime to time with respect to some or all of the Lenders pursuant to Section2.1(d), or if such date is not a Business Day, the next succeeding BusinessDay.

 

"MaximumForeign Amount" means as specified in Section 9.1(e).

 

"MaximumRate" means, with respect to any Lender, the maximum non-usuriousinterest rate (or, if the context so permits or requires, an amount of interestcalculated at such rate), if any, that at any time or from time to time may becontracted for, taken, reserved, charged or received with respect to theparticular Obligations as to which such rate is to be determined, payable tosuch Lender pursuant to this Agreement or any other Loan Document, under lawsapplicable to such Lender which are presently in effect or, to the extentallowed by law, under such applicable laws which may hereafter be in effect andwhich allow a higher maximum non-usurious interest rate than applicable lawsnow allow.  The Maximum Rate shall becalculated in a manner that takes into account any and all fees, payments andother charges in respect of the Loan Documents that constitute interest underapplicable law.  Each change in any interestrate provided for herein based upon the Maximum Rate resulting from a change inthe Maximum Rate shall take effect without notice to F.Y.I.  at the time of such change in the MaximumRate.  For purposes of determining theMaximum Rate under Texas law to the extent applicable, if at all, theapplicable rate ceiling shall be the indicated rate ceiling described in, andcomputed in accordance with, the Texas Credit Code.

 

"MortgagedProperties" means, collectively, the fee-owned Properties andleasehold interests in the Properties listed on Schedule 1.1(a) hereofwhich are or are to be subject to the Mortgages, and any such after-acquiredProperties which become subject to a Mortgage pursuant to Section 5.4hereof.

 

"Mortgages"means the deed of trusts, leasehold deeds of trust, mortgages, leaseholdmortgages, collateral assignments of leases and other real estate securitydocuments, in form and substance satisfactory to the Administrative Agent,executed at any time pursuant to this Agreement by F.Y.I. or any of itsSubsidiaries or any other Loan Party in favor of the Administrative Agent forthe benefit of the Administrative Agent and the Lenders with respect to anyMortgaged Property, and any and all amendments, modifications, supplements,renewals or restatements thereof.

 

"MultiemployerPlan" means a multiemployer plan defined as such in Section 3(37) ofERISA to which contributions have been made by or are required from any LoanParty or any ERISA Affiliate since 1974 and which is covered by Title IV ofERISA.

 

"NetProceeds" means, with respect to any Asset Disposition, (a) thegross amount of cash received by F.Y.I. or any of its Subsidiaries from suchAsset Disposition, minus (b) the amount, if any, of all taxes paidor payable by F.Y.I. or any of its Subsidiaries directly resulting from suchAsset Disposition (including the amount, if any, estimated by F.Y.I. in goodfaith at the time of such Asset Disposition for taxes payable by F.Y.I. or anyof its Subsidiaries on or measured by net income or gain resulting from suchAsset Disposition), minus (c) the reasonable out-of-pocket costsand expenses incurred by F.Y.I. or such Subsidiary in connection with suchAsset Disposition (including reasonable brokerage fees paid to a Person otherthan an Affiliate of F.Y.I. and including any transfer or similar taxes)excluding any fees or expenses paid to an Affiliate of F.Y.I., minus(d) amounts applied to the repayment of indebtedness (other than theObligations) secured by a Permitted Lien on the Property subject to the AssetDisposition, minus (e) the actual amount refunded to the buyer as aresult of a post-closing purchase price adjustment which occurs within 180 daysof the closing and is provided for in the asset purchase agreement or the stockpurchase agreement as provided to the Lenders prior to the Acquisition.  "Net Proceeds" with respectto any Asset Disposition shall also include proceeds (after deducting anyamounts specified in clauses (b), (c) and (d) of thepreceding sentence) of insurance with respect to any actual or constructiveloss of Property, an agreed or compromised loss of Property or the taking ofany Property under the power of eminent domain and condemnation awards andawards in lieu of condemnation for the taking of Property under the power ofeminent domain, except such proceeds and awards as are released to and used byF.Y.I. or any of its Subsidiaries in accordance with Section 8.5(b).  "Net Proceeds" means, withrespect to any Equity Issuance or Debt Issuance, (a) the gross amount ofcash or other consideration received from such Equity Issuance or DebtIssuance, as the case may be, minus (b) the reasonableout-of-pocket costs and expenses incurred by the issuer in connection with suchEquity Issuance or Debt Issuance, as the case may be (including reasonableunderwriting fees paid to a Person other than an Affiliate of F.Y.I.) excludingany fees or expenses paid to an Affiliate of F.Y.I.

 

"NonconsentingLender" means as specified in Section 13.11.

 

"NonmaterialSubsidiary" means, as of any date of determination, a Subsidiary ofF.Y.I. (a) which has total tangible assets that are less than $15,000,000,(b) which has net worth that is less than $15,000,000, and (c) whichhas revenues that are less than $15,000,000 during the twelve-month period thenmost recently ended.  For purposes ofthis definition, total tangible assets, net worth and revenues of a Subsidiaryshall be determined on a consolidated basis for such Subsidiary and for allSubsidiaries of such Subsidiary.

 

"Notes"means the promissory notes made by F.Y.I. evidencing the Loans (including,without limitation, the Swingline Advances) in the form of Exhibit B or,as to the Swingline Advances,  Exhibit Dhereto, and also includes such promissory notes issued in registered formpursuant to Section 2.2(b).

 

"Obligations"means any and all (a) indebtedness, liabilities and obligations of theLoan Parties, or any of them, to the Administrative Agent, the Lead Arranger,the Issuing Bank and the Lenders, or any of them, evidenced by and/or arisingpursuant to any of the Loan Documents, now existing or hereafter arising,whether direct, indirect, related, unrelated, fixed, contingent, liquidated,unliquidated, joint, several or joint and several, including, withoutlimitation, (i) the obligations of the Loan Parties to repay the Loans,the Letter of Credit Liabilities and the Reimbursement Obligations, to payinterest on the Loans, the Letter of Credit Liabilities and ReimbursementObligations (including, without limitation, interest, if any, accruing afterany bankruptcy, insolvency, reorganization or other similar filing) and to payall fees, indemnities, costs and expenses (including attorneys' fees) providedfor in the Loan Documents and (ii) the indebtedness constituting theLoans, the Letter of Credit Liabilities, the Reimbursement Obligations and suchfees, indemnities, costs and expenses, and (b) indebtedness, liabilitiesand obligations of F.Y.I. or any of its Subsidiaries under any and all InterestRate Protection Agreements and Currency Hedge Agreements that it may enter intowith any Lender or any Affiliate of a Lender to the extent permitted by Section9.1(f).

 

"OperatingLease" means, with respect to any Person, any lease, rental or otheragreement for the use by that Person of any Property which is not a Capital LeaseObligation.

 

"OutstandingCredit" means, at any particular time, the sum of (a) theoutstanding principal amount of the Loans (inclusive of the SwinglineAdvances), plus (b) the Letter of Credit Liabilities.

 

"Payor"means as specified in Section 3.4.

 

"PBGC"means the Pension Benefit Guaranty Corporation or any entity succeeding to allor any of its functions under ERISA.

 

"PensionPlan" means an employee pension benefit plan as defined in Section3(2) of ERISA (including a Multiemployer Plan) which is subject to the fundingrequirements under Section 302 of ERISA or Section 412 of the Code, in whole orin part, and which is maintained or contributed to currently or at any timewithin the six years immediately preceding the Closing Date or, in the case ofa Multiemployer Plan, at any time since September 2, 1974, by F.Y.I. or anysubsidiary of F.Y.I. or any ERISA Affiliate for employees of F.Y.I. or anysubsidiary of F.Y.I. or any ERISA Affiliate.

 

"Peril"means as specified in Section 8.5(a).

 

"Permit"means any permit, certificate, approval, order, license or other authorization.

 

"PermittedAcquisition" means any Acquisition which has been approved in writingby the Administrative Agent and the Required Lenders or any other Acquisitionwhich satisfies each of the following requirements: (a) the acquiror (orsurviving corporation if the acquisition is by means of a merger) is F.Y.I. orany Subsidiary of F.Y.I., (b) the assets to be acquired in connection with suchAcquisition are assets that are to be used in the existing businesses of theacquiror as such business is presently conducted, (c) such Acquisition has beenapproved by the Board of Directors of the acquired entity, (d) the acquiredentity shall have generated positive EBITDA during the twelve-month periodpreceding the Acquisition, which positive EBITDA shall be audited or reviewedby an accounting firm acceptable to the Administrative Agent if (but only if)the Acquisition involves total consideration paid or payable of $10,000,000 ormore, after adjusting for excess owners' compensation and other pro formacharges as validated, using reasonable standards and methods, by theAdministrative Agent, (e) after giving effect to such Acquisition and any Debtincurred in connection therewith, Funded Debt does not exceed 2.50 times EBITDAfor the four fiscal quarters most recently completed of F.Y.I. and itsSubsidiaries (and including the acquired entity's trailing twelve-month EBITDAas adjusted for any interest not acquired, if audited or reviewed by anaccounting firm acceptable to the Administrative Agent) (EBITDA may includeproforma adjustments to an acquired entity's earnings, as adjusted for anyinterest not acquired, acceptable to the Administrative Agent), (f) suchAcquisition shall not exceed $25,000,000 in cash consideration and any Debtassumed or guaranteed in connection therewith, without Required Lenders'approval, (g) the aggregate amount of all such Acquisitions made on or afterMarch 1, 2001 shall not exceed $60,000,000 in cash consideration and any Debtassumed or guaranteed in connection therewith in any twelve-month periodwithout Required Lenders' approval, (h) prior to and after giving effect to theAcquisition, no Default shall exist, (i) after giving effect to suchAcquisition, F.Y.I. will not violate any financial covenant, and (j) nomaterial part of the Property or business operations to be acquired are locatedoutside the U.S. or Canada; provided, however, that up to$10,000,000 (valued at total purchase consideration including any Debt assumedor guaranteed in connection therewith) in Acquisitions made on or after theClosing Date and during the term of this Agreement will be deemed to bePermitted Acquisitions despite their failure to meet the requirements of items(d) and (j) preceding so long as no such acquired entity or entities shall haveannual sales (individually for any one such acquired entity or in the aggregatefor all such acquired entities) in excess of $10,000,000 or cumulative EBITDAlosses (individually for any one such acquired entity or in the aggregate forall such acquired entities) in excess of $1,500,000 incurred, in each caseduring the twelve-month period preceding the respective dates of acquisition.

 

"PermittedAcquisition Documents" means any acquisition agreement and each othermaterial agreement, document or instrument executed or delivered in connectionwith or pursuant to any Permitted Acquisition.

 

"PermittedCapital Expenditures" means as specified in Section 10.4.

 

"PermittedDispositions" means the disposition by F.Y.I. or any Subsidiary ofF.Y.I. of all or substantially all of the Property or Capital Stock of certainSubsidiaries of F.Y.I. on or before December 31, 2001, provided that (a) theEBITDA of all such Subsidiaries shall not exceed $3,200,000in the aggregate, (b) thetangible net assets of all such Subsidiaries shall not exceed $10,000,000inthe aggregate, and (c) no Default or Event of Default exists at the time ofsuch disposition or proposed disposition.

 

"PermittedLiens" means:

 

(a)           Liens disclosed on Schedule 1.1(b)hereto as to F.Y.I. and its Material Subsidiaries (as applicable, as describedon such schedule);

 

(b)           Liens securing the Obligations infavor of the Administrative Agent (for the benefit of the Administrative Agentand the Lenders) pursuant to the Loan Documents;

 

(c)           Encumbrances consisting of easements,zoning restrictions or other restrictions on the use of real Property or, as tothe real Property referred to in clause (ii) below only, imperfectionsto title that (i) as to any Mortgaged Property, do not (individually or inthe aggregate) materially affect the value of the Property encumbered therebyor materially impair the ability of F.Y.I. or any of its Subsidiaries to usesuch Property in its businesses, and none of which is violated in any materialrespect by existing or proposed structures or land use, and (ii) as to anyreal Property other than Mortgaged Property, were entered into in the ordinarycourse of business and could not have a Material Adverse Effect;

 

(d)           Liens for taxes, assessments or othergovernmental charges that are not delinquent or which are being contested ingood faith and for which adequate reserves have been established;

 

(e)           Liens of mechanics, materialmen,warehousemen, carriers, landlords or other similar statutory Liens securingobligations that are not yet due and are incurred in the ordinary course ofbusiness or which are being contested in good faith and for which adequatereserves have been established;

 

(f)            Liens resulting from good faithdeposits to secure payment of workmen's compensation or other social securityprograms or to secure the performance of tenders, statutory obligations, suretyand appeal bonds, bids, contracts (other than for payment of Debt) or leases,all in the ordinary course of business;

 

(g)           Purchase-money Liens on any Propertyhereafter acquired or the assumption after the Closing Date of any Lien onProperty existing at the time of such acquisition (and not created incontemplation of such acquisition), or a Lien incurred or assumed after theClosing Date in connection with any conditional sale or other title retentionagreement or Capital Lease Obligation; provided that:

 

(i)            any Property subject to theforegoing is acquired by F.Y.I. or any of its Subsidiaries in the ordinarycourse of its business and the Lien on the Property attaches concurrently orwithin 90 days after the acquisition thereof;

 

(ii)           the Debt secured by any Lien socreated, assumed or existing shall not exceed the lesser of the cost or fairmarket value at the time of acquisition of the Property covered thereby; and

 

(iii)          each such Lien shall attach only tothe Property so acquired and the proceeds thereof;

 

(h)           Easements, rights-of-way,restrictions and other Liens and imperfections to title that are approved bythe Administrative Agent and are listed on Exhibit B to any Mortgage; and

 

(i)            Any extension, renewal orreplacement of any of the foregoing, provided that Liens permitted hereundershall not be extended or spread to cover any additional indebtedness orProperty;

 

provided,however, that none of the Permitted Liens (except those in favor of theAdministrative Agent) may attach or relate to the Capital Stock of or any otherownership interest in F.Y.I. or any of its Subsidiaries.

 

"PermittedShare Repurchases" means repurchases by F.Y.I. of F.Y.I. Common Stockmade after the Closing Date, not to exceed $30,000,000 in the aggregate.

 

"Person"means any individual, corporation, trust, association, company, partnership,joint venture, limited liability company, Governmental Authority or otherentity.

 

"Plan"means any employee benefit plan as defined in Section 3(3) of ERISA, or anycomparable plan of a Governmental Authority, established or maintained orcontributed to by any Loan Party or any ERISA Affiliate, including any PensionPlan.

 

"PrimeRate" means, at any time, the rate of interest per annum equal to thehigher of (a) the Federal Funds Rate plus one-half of one percent (0.50%) or(b) the rate of interest established from time to time by Bank of America asits prime rate, which rate may not be the lowest rate of interest charged byBank of America to its customers.  Eachchange in any interest rate provided for herein based upon the Prime Rateresulting from a change in the Prime Rate shall take effect without notice toF.Y.I. at the time of such change in the Prime Rate.

 

"PrimeRate Loans" means Loans that bear interest at rates based upon thePrime Rate.

 

"PrincipalOffice" means the principal office of the Administrative Agent inDallas, Texas, presently located at 901 Main Street, Dallas, Texas 75202.

 

"ProhibitedTransaction" means any transaction set forth in Section 406 of ERISAor Section 4975 of the Code.

 

"Projections"means F.Y.I.'s forecasted consolidated (a) balance sheets, (b) incomestatements, and (c) cash flow statements, together with appropriatesupporting details and a statement of underlying assumptions, prepared on orabout the Closing Date.

 

"Property"means property of all kinds, real, personal or mixed, tangible or intangible(including, without limitation, all rights relating thereto), whether owned oracquired on or after the Closing Date.

 

"QuarterlyDate" means the last day of each March, June, September and Decemberof each year, the first of which shall be the first such day after the ClosingDate.

 

"Receivables"means, as at any date of determination thereof, each and every"account" as such term is defined in the UCC and includes, withoutlimitation, the unpaid portion of the obligation, as stated on the respectiveinvoice, or, if there is no invoice, other writing, of a customer of F.Y.I. orany of its Subsidiaries in respect of Inventory sold and shipped or servicesrendered by F.Y.I. or any of its Subsidiaries.

 

"Register"means as specified in Section 13.8(d).

 

"RegulationD" means Regulation D of the Board of Governors of the Federal ReserveSystem as the same may be amended or supplemented from time to time.

 

"RegulatoryChange" means, with respect to any Lender, any change after theClosing Date in any U.S. federal or state laws or foreign laws or regulations(including Regulation D) or the adoption or making after such date of anyinterpretations, directives or requests applying to a class of lendersincluding such Lender of or under any U.S. federal or state laws or foreignlaws or regulations (whether or not having the force of law) by anyGovernmental Authority charged with the interpretation or administrationthereof.

 

"ReimbursementObligation" means the obligation of F.Y.I. (as account party orparties, respectively) to reimburse the Issuing Bank for any drawing under aLetter of Credit.

 

"Release"means, as to any Person, any release, spill, emission, leaking, pumping,injection, deposit, discharge, disposal, disbursement, leaching or migration ofHazardous Materials into the indoor or outdoor environment or into or out ofProperty owned by such Person, including, without limitation, the movement ofHazardous Materials through or in the air, soil, surface water or ground water.

 

"RemedialAction" means a actions required to (a) cleanup, remove, respondto, treat or otherwise address Hazardous Materials in the indoor or outdoorenvironment, (b) prevent the Release or threat of Release or minimize thefurther Release of Hazardous Materials so that they do not migrate or endangeror threaten to endanger public health or welfare or the indoor or outdoorenvironment, (c) perform studies and investigations on the extent andnature of any actual or suspected contamination, the remedy or remedies to beused or health effects or risks of such contamination, or (d) performpost-remedial monitoring, care or remedy of a contaminated site.

 

"RentalExpense" means, for any period and for any Person, the rental or leaseexpense of such Person under operating leases calculated without duplication ona consolidated basis for such period as determined in accordance with GAAP.

 

"ReportableEvent" means any of the events set forth in Section 4043 of ERISA.

 

"RequiredLenders" means, at any date of determination, the Lenders having inthe aggregate more than sixty-six and two-thirds of one percent (66 2/3%) (inDollar amount as to any one or more of the following) of the sum of theaggregate outstanding Commitments (or, if the Commitments have terminated orexpired, the aggregate outstanding principal amount of the Loans and theaggregate Letter of Credit Liabilities).

 

"RequiredPayment" means as specified in Section 3.4.

 

"ReserveRequirement" means, for any Eurodollar Loan of any Lender for anyInterest Period therefor, the maximum rate at which reserves (including anymarginal, supplemental or emergency reserves) are required to be maintainedduring such Interest Period under any regulations of the Board of Governors ofthe Federal Reserve System (or any successor) by such Lender for depositsexceeding $1,000,000 against "Eurocurrency Liabilities" as such termis used in Regulation D. Without limiting the effect of the foregoing, theReserve Requirement shall reflect any other reserves required to be maintained bysuch Lenders by reason of any Regulatory Change against (a) any categoryof liabilities which includes deposits by reference to which the EurodollarRate or the Adjusted Eurodollar Rate is to be determined or (b) anycategory of extensions of credit or other assets which include EurodollarLoans.

 

"ResponsibleOfficer" means, as to any Loan Party, the chief financial officer,chief operating officer or chief executive officer of such Person.

 

"RestrictedPayment" means (a) any dividend or other distribution (whether incash, Property or obligations), direct or indirect, on account of (or thesetting apart of money for a sinking or other analogous fund for) any shares ofany class of Capital Stock of F.Y.I. or any of its Subsidiaries now orhereafter outstanding, except a dividend payable solely in equity securities ofF.Y.I.; (b) any redemption, conversion, exchange, retirement, sinking fundor similar payment, purchase or other acquisition for value, direct orindirect, of any shares of any class of Capital Stock of F.Y.I. or any of itsSubsidiaries now or hereafter outstanding; (c) any loan, advance orpayment (pursuant to a tax sharing agreement or otherwise) to F.Y.I.; and(d) any payment made to retire, or to obtain the surrender of, any outstandingwarrants, options or other rights to acquire shares of any class of CapitalStock of F.Y.I. or any of its Subsidiaries now or hereafter outstanding.

 

"Sale andLeaseback Transaction" means as specified in Section 9.9.

 

"SecurityAgreements" means the security agreements, in form and substancesatisfactory to the Administrative Agent, executed at any time pursuant to thisAgreement by F.Y.I. or any of its Subsidiaries or any other Loan Party in favorof the Administrative Agent for the benefit of the Administrative Agent and theLenders, and any security agreement executed pursuant to Section 5.3hereof, and any and all amendments, modifications, supplements, renewals,extensions or restatements thereof.

 

"SecurityDocuments" means the Guaranties, the Security Agreements and theMortgages, as they may be amended, modified, supplemented, renewed, extended orrestated from time to time, and any and all other agreements, deeds of trust,mortgages, chattel mortgages, security agreements, pledges, guaranties, assignmentsof proceeds, assignments of income, assignments of contract rights, assignmentsof partnership interests, assignments of royalty interests, assignments ofperformance or other collateral assignments, completion or surety bonds,standby agreements, subordination agreements, undertakings and otheragreements, documents, instruments and financing statements now or hereafterexecuted and/or delivered by any Loan Party in connection with or as securityor assurance for the payment or performance of the Obligations or any partthereof.

 

"SellerEarn Out" means any obligation incurred by F.Y.I. or a Subsidiary inconnection with a Permitted Acquisition which (i) is only payable byF.Y.I. for performance by a seller, or a shareholder, officer or director of a seller,of obligations over the passage of time (e.g., non-compete payments) or in theevent certain future performance goals are achieved with respect to the assetsor business acquired and (ii) provides that the maximum potentialliability of F.Y.I. or any Subsidiary with respect thereto is limited.

 

"SellerSubordinated Debt" means any Debt of F.Y.I. (and not of any Subsidiaryof F.Y.I.) which (a) is owed to a seller as part of the purchaseconsideration for a Permitted Acquisition, (b) is subordinated to theObligations pursuant to a Subordination Agreement, (c) does not, whenaggregated with the principal balance of all other Seller Subordinated Debt,exceed $10,000,000 in principal amount, (d) does not have an interest ratein excess of twelve percent (12%) per annum, and (e) is unsecured.  Seller Subordinated Debt may be convertibleinto Capital Stock of F.Y.I.

 

"SolvencyCertificate" means a certificate substantially in the form of ExhibitF attached hereto.

 

"Solvent"means, with respect to any Person as of the date of any determination, that onsuch date (a) the fair value of the Property of such Person (both at fairvaluation and at present fair saleable value) is greater than the totalliabilities, including, without limitation, contingent liabilities, of suchPerson, (b) the present fair saleable value of the assets of such Personis not less than the amount that will be required to pay the probable liabilityof such Person on its debts as they become absolute and matured, (c) suchPerson is able to realize upon its assets and pay its debts and otherliabilities, contingent obligations and other commitments as they mature in thenormal course of business, (d) such Person does not intend to, and doesnot believe that it will, incur debts or liabilities beyond such Person'sability to pay as such debts and liabilities mature, and (e) such Personis not engaged in business or a transaction, and is not about to engage inbusiness or a transaction, for which such Person's Property would constitute unreasonablysmall capital after giving due consideration to current and anticipated futurecapital requirements and current and anticipated future business conduct andthe prevailing practice in the industry in which such Person is engaged.  In computing the amount of contingentliabilities at any time, such liabilities shall be computed at the amountwhich, in light of the facts and circumstances existing at such time,represents the amount (net of contribution rights) that can reasonably beexpected to become an actual or matured liability.

 

"SubordinationAgreement" means a Subordination Agreement substantially similar tothe form attached hereto as Exhibit C, relating to Seller SubordinatedDebt.

 

"Subsidiary"means, with respect to any Person, any corporation or other entity of which atleast a majority of the outstanding shares of stock or other ownershipinterests having by the terms thereof ordinary voting power to elect a majorityof the board of directors (or Persons performing similar functions) of suchcorporation or entity (irrespective of whether or not at the time, in the caseof a corporation, stock of any other class or classes of such corporation shallhave or might have voting power by reason of the happening of any contingency)is at the time directly or indirectly owned or controlled by such Person or oneor more of its Subsidiaries or by such Person and one or more of itsSubsidiaries.

 

"SwinglineAdvances" means as specified in Section 2.1(a).

 

"SyndicationAgent" means SunTrust Bank, in its capacity as syndication agent.

 

"Type"means any type of Loan (i.e., a Prime Rate Loan or Eurodollar Loan).

 

"UCC"means the Uniform Commercial Code as in effect in the State of Texas and/or anyother jurisdiction, the laws of which may be applicable to or in connectionwith the creation, perfection or priority of any Lien on any Property createdpursuant to any Security Document.

 

"UCP"means as specified in Section 2.14(b).

 

"U.S."means the United States of America.

 

"Wholly-OwnedSubsidiary" means, with respect to any Person, a Subsidiary of suchPerson all of whose outstanding Capital Stock (other than directors' qualifyingshares, if any) shall at the time be owned by such Person and/or one or more ofits Wholly-Owned Subsidiaries.

 

## Section 1.2             OtherDefinitional Provisions.  All definitions contained in this Agreementare equally applicable to the singular and plural forms of the termsdefined.  The words "hereof","herein" and "hereunder" and words of similar importreferring to this Agreement refer to this Agreement as a whole and not to anyparticular provision of this Agreement. Unless otherwise specified, all Article and Section references pertainto this Agreement.  Terms used hereinthat are defined in the UCC, unless otherwise defined herein, shall have themeanings specified in the UCC.

##  

## Section 1.3             AccountingTerms and Determinations.

 

### (a)           Allaccounting terms not specifically defined herein shall be construed inaccordance with GAAP consistent with such accounting principles applied in thepreparation of the audited financial statements referred to in Section7.2(a). All financial information delivered to the Administrative Agentpursuant to Section 8.1 shall be prepared in accordance with GAAPapplied on a basis consistent with such accounting principles applied in thepreparation of the audited financial statements referred to in Section7.2(a) or in accordance with Section 8.7.  In the event that any "Accounting Changes" (as definedbelow) occur and such changes result in a change in the method of calculationof financial covenants, standards or terms in this Agreement, then F.Y.I. andthe Administrative Agent agree to enter into negotiations in order to amendsuch provisions of this Agreement so as to equitably reflect such AccountingChanges with the desired result that the criteria for evaluating F.Y.I.'sfinancial condition shall be the same after such Accounting Changes as if suchAccounting Changes had not been made. Until such time as such an amendment shall have been executed and deliveredby F.Y.I., the Administrative Agent and the Required Lenders, all financialcovenants, standards and terms in this Agreement shall continue to becalculated or construed as if such Accounting Changes had not occurred.  "Accounting Changes"means:  (i) changes in accountingprinciples required by the promulgation of any rule, regulations, pronouncementor opinion by the Financial Accounting Standards Board, the American Instituteof Certified Public Accountants or the Securities and Exchange Commission (orsuccessors thereto or agencies with similar functions) after the Closing Date;and (ii) changes in accounting principles approved by F.Y.I.'s certifiedpublic accountants and implemented after the Closing Date.

###  

### (b)           F.Y.I.shall deliver to the Administrative Agent and the Lenders, at the same time asthe delivery of any annual or quarterly financial statement under Section8.1, (i) a description, in reasonable detail, of any materialvariation between the application of GAAP employed in the preparation of thenext preceding annual, quarterly or monthly financial statements as to which noobjection has been made in accordance with the last sentence of subsection(a) preceding and (ii) reasonable estimates of the difference betweensuch statements arising as a consequence thereof.

 

### (c)           Toenable the ready and consistent determination of compliance with the covenantsset forth in this Agreement (including Article 10 hereof), neitherF.Y.I. nor any of its Subsidiaries will change the last day of its fiscal yearfrom December 31, or the last days of the first three fiscal quarters of F.Y.I.and its Subsidiaries in each of its fiscal years from that existing on theClosing Date.  Any Subsidiary of F.Y.I.created or acquired after the Closing Date shall, as soon as reasonablypracticable, be put on a fiscal year ending December 31.

###  

## Section 1.4             FinancialCovenants.  Thefinancial covenants contained in Article 10 shall be calculated on aconsolidated basis for F.Y.I. and its Subsidiaries.

##  

## ARTICLE 2

##  

# Loans

##  

## Section 2.1              Commitments.

##  

### (a)           Loans.Subject to the terms and conditions of this Agreement, each Lender severallyagrees to make one or more revolving credit loans to F.Y.I. from time to timefrom and including the Effective Date to but excluding the Maturity Date up tobut not exceeding the amount of such Lender's Commitment as then in effect; provided,however, that (i) the Outstanding Credit applicable to a Lendershall not at any time exceed the remainder of such Lender's Commitment then ineffect minus such Lender's Commitment Percentage of the SwinglineAdvances then outstanding and (ii) the Outstanding Credit of all Lendersshall not at any time exceed the remainder of the Commitments then in effect minusthe Swingline Advances then outstanding. (Such revolving credit loans referred to in this Section 2.1(a)now or hereafter made by the Lenders to F.Y.I. from and including and after theEffective Date are hereinafter collectively called the "Loans".)  All loans made by the Lenders (as defined inthis Agreement or the Prior Agreement) or their predecessors in interest toF.Y.I. or any Subsidiary of F.Y.I. under the Prior Agreement that areoutstanding as of the Effective Date shall hereafter be Loans hereunder andshall be deemed to have been made to F.Y.I. under this Agreement.  Subject to the foregoing limitations and theother terms and conditions of this Agreement, F.Y.I. may, prior to the MaturityDate, borrow, repay and reborrow the Loans hereunder.  Notwithstanding anything to the contrary contained in thisAgreement, F.Y.I. may from time to time request, and Bank of America may at itsdiscretion from time to time advance (but shall in no event be obligated toadvance), Loans which are to be funded solely by Bank of America (the "SwinglineAdvances"); provided, however, that (A) theaggregate principal amount of the Swingline Advances outstanding at any timeshall not exceed $10,000,000 and the aggregate principal amount of the Loansoutstanding at any time (inclusive of the Swingline Advances) shall not exceedthe aggregate principal amount of the Commitments, (B) all SwinglineAdvances shall bear interest as set forth in Section 2.4(a)(iii), (C)each Swingline Advance shall be payable on demand, but in any event no laterthan the 7th day after the making of such Swingline Advance, and (D) Bankof America shall give the Administrative Agent and each Lender written noticeof the aggregate outstanding principal amount of the Swingline Advances uponthe written request of the Administrative Agent or any Lender (but no moreoften than once every calendar quarter). Furthermore, upon one Business Day's prior written notice given by Bankof America to the Administrative Agent and the other Lenders at any time andfrom time to time (including, without limitation, at any time following theoccurrence of a Default or an Event of Default) and, in any event and withoutthe necessity of any such notice, on the Business Day immediately preceding theMaturity Date, each Lender (including, without limitation, Bank of America)severally agrees, as provided in the first sentence of this Section 2.1(a),and notwithstanding anything to the contrary contained in this Agreement, theexistence of any Default or Event of Default or the inability or failure ofF.Y.I. or any of its Subsidiaries  orany other Loan Party to satisfy any condition precedent to funding any of theLoans contained in Article 6 (which conditions precedent shall not applyto this sentence), to make a Loan, in the form of a Prime Rate Loan, in anamount equal to its Commitment Percentage of the aggregate principal amount ofthe Swingline Advances then outstanding, and the proceeds of such Loans shallbe promptly paid by the Administrative Agent to Bank of America and applied asa repayment of the aggregate principal amount of the Swingline Advances thenoutstanding.

###  

### (b)           Continuationand Conversion of Loans.  Subject tothe terms and conditions of this Agreement, F.Y.I. may borrow the Loans asPrime Rate Loans or as Eurodollar Loans (except for Loans which constituteSwingline Advances) and, until the Maturity Date, may Continue Eurodollar Loansor Convert Loans (other than Loans which constitute Swingline Advances) of oneType into Loans of the other Type.

###  

### (c)           LendingOffices.  Loans of each Type made byeach Lender shall be made and maintained at such Lender's Applicable LendingOffice for Loans of such Type.

###  

### (d)           Extensions.  The Maturity Date may be extended on boththe first and second anniversaries of the Closing Date as set forth in this Section2.1(d), in each case for a period of 364 days measured from the MaturityDate then in effect.  If F.Y.I. wishesto request an extension of the Maturity Date, it shall give notice to thateffect to the Administrative Agent not less than 45 days nor more than 60 daysprior to the first and/or second anniversary of the Closing Date. TheAdministrative Agent shall promptly notify each Lender of receipt of suchrequest. Each Lender shall endeavor to respond to such request, whetheraffirmatively or negatively (such determination in the sole discretion of suchLender), by notice to F.Y.I. and the Administrative Agent within 30 days ofreceipt of such request. Subject to the execution by F.Y.I., the AdministrativeAgent and such Lenders of a duly completed Extension Agreement in substantiallythe form of Exhibit J, the Maturity Date applicable to the Commitment of eachLender so affirmatively notifying F.Y.I. and the Administrative Agent shall beextended for the period specified above; provided that no Maturity Dateof any Lender shall be extended unless Lenders having at least 51% in aggregateamount of the Commitments in effect at the time any such extension is requestedshall have elected so to extend their Commitments. Any Lender which does notgive such notice to F.Y.I. and the Administrative Agent shall be deemed to haveelected not to extend as requested and the Commitment of each non-extendingLender shall terminate on the Maturity Date determined without giving effect tosuch requested extension.  F.Y.I. shallhave the right to replace any such non-extending Lender with another Personpursuant to the provisions of Section 13.11.

###  

## Section 2.2             Notes.  The Loans made by each Lender shall beevidenced by a single promissory note of F.Y.I. in substantially the form of ExhibitB hereto, payable to the order of such Lender in a principal amount equalto its Commitment (as originally in effect or thereafter increased) andotherwise duly completed; provided, however, that the SwinglineAdvances made by Bank of America shall be evidenced by a single promissory noteof F.Y.I. in the maximum original principal amount of $10,000,000 payable tothe order of Bank of America in substantially the form of Exhibit Dhereto, dated the Closing Date.  EachLender is hereby authorized by F.Y.I. to endorse on the schedule (or acontinuation thereof) attached to the Note of such Lender, to the extentapplicable, the date, amount and Type of and the Interest Period for each Loanmade by such Lender to F.Y.I. and the amount of each payment or prepayment ofprincipal of such Loan received by such Lender, provided that any failure bysuch Lender to make any such endorsement shall not affect the obligations ofF.Y.I. under such Note or this Agreement in respect of such Loan.

##  

## Section 2.3             Repaymentof Loans.  F.Y.I. shall pay to the Administrative Agentfor the account of each applicable Lender the outstanding principal of theLoans existing on the Maturity Date. For purposes of this Section 2.3, the aggregate undrawn faceamount of all Letters of Creditand the aggregate amount of the outstanding Reimbursement Obligations shall beadded to the outstanding principal balance of the Loans for purposes ofdetermining the amount F.Y.I. must pay to the Administrative Agent under this Section2.3.  More specifically, if anyLetters of Credit or Reimbursement Obligations are outstanding as of theMaturity Date, then, in addition to the repayment of all outstanding Loans onthe Maturity Date, F.Y.I. shall deliver to the Administrative Agent cash orcash equivalents in an amount equal to the aggregate undrawn face amount of allLetters of Credit and the aggregate amount of all outstanding ReimbursementObligations, such cash or cash equivalents to be pledged to the AdministrativeAgent as security for the Obligations pursuant to documentation satisfactory tothe Administrative Agent in form and substance.

##  

## Section 2.4             Interest.

###  

### (a)           InterestRate.  F.Y.I. shall pay to theAdministrative Agent for the account of each Lender interest on the unpaidprincipal amount of each Loan made by such Lender to F.Y.I. for the periodcommencing on the date of such Loan to but excluding the date such Loan shallbe paid in full, at the following rates per annum:

####  

#### (i)            during the periods such Loan is aPrime Rate Loan, the lesser of (A) the Prime Rate plus theApplicable Margin or (B) the Maximum Rate;

####  

#### (ii)           during the periods such Loan is aEurodollar Loan, the lesser of (A) the Eurodollar Rate plus theApplicable Margin or (B) the Maximum Rate; and

####  

#### (iii)          with respect to Swingline Advances,the lesser of (A) Eurodollar Daily Floating Rate plus the ApplicableMargin (for Eurodollar Loans), or (B) the Maximum Rate.

###  

### (b)           PaymentDates.  Accrued interest on theLoans shall be due and payable in arrears as follows:

###  

#### (i)            in the case of Prime Rate Loans, oneach Quarterly Date;

####  

#### (ii)           in the case of each Eurodollar Loan,on the last day of the Interest Period with respect thereto and, in the case ofa Eurodollar Loan having an Interest Period of six (6) months, on the day inthe third succeeding calendar month numerically corresponding to thecommencement date of such Interest Period (or, if no numerically correspondingdate exists, on the last Business Day of such third succeeding calendar month);

####  

#### (iii)          upon the payment or prepayment of anyLoan or the Conversion of any Loan to a Loan of the other Type (but only on theprincipal amount so paid, prepaid or Converted); and

####  

#### (iv)          on the Maturity Date.

####  

### (c)           DefaultInterest.  Notwithstanding theforegoing, F.Y.I. shall pay to the Administrative Agent for the account of eachLender interest at the applicable Default Rate on any principal of any Loanmade by such Lender, any Reimbursement Obligation owing to such Lender and (tothe fullest extent permitted by law) any other amount payable by F.Y.I. underthis Agreement or any other Loan Document to such Lender, which is not paid infull when due (whether at stated maturity, by acceleration or otherwise) orwhich is outstanding during the continuance of an Event of Default, for theperiod from and including the due date thereof or the date of the occurrence ofsuch Event of Default (as applicable) to but excluding the date the same ispaid in full.  Interest payable at theDefault Rate shall be payable from time to time on demand by the AdministrativeAgent.

###  

## Section 2.5             BorrowingProcedure.  F.Y.I. shall give the Administrative Agentnotice of each borrowing hereunder in accordance with Section 2.9.  Not later than 1:00 p.m. (Dallas, Texastime) on the date specified for each borrowing hereunder, each Lender will makeavailable the amount of the Loan to be made by it on such date to theAdministrative Agent, at the Principal Office, in immediately available funds,for the account of F.Y.I.  The amount soreceived by the Administrative Agent shall, subject to the terms and conditionsof this Agreement, be made available to F.Y.I. by wire transfer of immediatelyavailable funds to the applicable Deposit Account no later than 1:00 p.m.

##  

## Section 2.6             OptionalPrepayments, Conversions and Continuations of Loans, Reduction of Commitments.  Subject to Sections 2.7 and 2.8,F.Y.I. shall have the right from time to time to prepay the Loans, to Convertall or part of a Loan (other than a Swingline Advance) of one Type into a Loanof another Type or to Continue Eurodollar Loans; provided that:  (a) F.Y.I. shall give theAdministrative Agent notice of each such prepayment, Conversion or Continuationas provided in Section 2.9, (b) Eurodollar Loans may only beConverted on the last day of the Interest Period, unless F.Y.I., concurrentlywith making any such prepayment, pays all amounts owing to the AdministrativeAgent and the Lenders under Section 4.5, (c) except for Conversionsof Eurodollar Loans into Prime Rate Loans, no Conversions or Continuationsshall be made while a Default has occurred and is continuing, (d) optionalprepayments of the Loans shall be applied first to the Swingline Advances(until such advances are paid in full) and then to the Loans other than theSwingline Advances, and (e) optional prepayments of the Loans made on orafter the Maturity Date shall be applied to the then-remaining installments ofprincipal of the Loans pro rata.

##  

## Section 2.7             MandatoryPrepayments.

##  

### (a)           AssetDispositions.  F.Y.I. shall, withintwo Business Days after each day on which it or any of its Subsidiariesreceives any Net Proceeds from an Asset Disposition, pay to the AdministrativeAgent, as a prepayment of the Loans, an aggregate amount equal to 100% of theNet Proceeds from such Asset Disposition. Notwithstanding the foregoing, no such prepayment will be requiredpursuant to this Section 2.7(a) (i) from the Net Proceeds from anysingle Asset Disposition of used equipment if such Net Proceeds are $250,000 orless and are fully re-invested in equipment used in the ordinary course of thebusiness of the Person making such Asset Disposition within 180 days of suchAsset Disposition, so long as the Net Proceeds from all such Asset Dispositionsin any one calendar year do not exceed $250,000, (ii) from the Net Proceedsof any expropriation or condemnation of real Property if and to the extent thatsuch Net Proceeds are, as a result of such expropriation or condemnation,re-invested in similar real Property or used to modify other then-existing realProperty used in the ordinary course of the business of the Person whose realProperty is affected thereby within 180 days of receipt of proceeds of suchexpropriation or condemnation, (iii) from the Net Proceeds of any of thePermitted Dispositions, or (iv) until the cumulative Net Proceeds receivedat any time from all Asset Dispositions made on or after December 31,2000, exclusive of the Permitted Dispositions, exceeds 15% of F.Y.I.'sconsolidated tangible net assets as of the date of such Asset Disposition (inwhich case a prepayment shall be made in the amount of the Net Proceeds fromany Asset Disposition in excess of such amount, or if, as of the date ofdetermination, cumulative Net Proceeds from prior Asset Dispositions exceed 15%of F.Y.I.'s consolidated tangible net assets, F.Y.I. shall pay to theAdministrative Agent, as a prepayment of the Loans, in addition to 100% of theNet Proceeds from such Asset Disposition, the amount of such cumulative NetProceeds from prior Asset Dispositions in excess of 15% of F.Y.I.'s consolidatedtangible net assets).  Notwithstandingthe foregoing, in connection with any Asset Disposition consisting of thedisposition of assets acquired in a Permitted Acquisition, to the extent thatthe disposition of such assets was contemplated and disclosed to the Lenders atthe time of the consummation of the Permitted Acquisition in which the assetswere acquired, and if such Asset Disposition occurs within one year of theclosing of the Permitted Acquisition, the prepayment required under this Section2.7(a) shall be limited to the lesser of 100% of the Net Proceeds of theAsset Disposition or an amount equal to the principal amount of any Loansadvanced in connection with the Permitted Acquisition.

###  

### (b)           Equity Issuances.  F.Y.I. shall, on each day that it receivesany Net Proceeds from any Equity Issuance, pay to the Administrative Agent, asa prepayment of the Loans, an aggregate amount equal to 100% of the NetProceeds from such Equity Issuance; provided, however, that noprepayment shall be required if and to the extent that the Capital Stock issuedin such Equity Issuance is (i) issued to a Seller as part of the purchaseconsideration for a Permitted Acquisition, (ii) issued to raise cash topay part of the purchase consideration for a specific Permitted Acquisitioncontemplated at the time of such issuance and the proceeds of which aresubsequently expended for such purpose, or (iii) issued to an officer,director, employee or consultant of either F.Y.I. or a Subsidiary of F.Y.I. inconsideration for services rendered or pursuant to any employee benefit orincentive plan.  This Section 2.7(b)shall not apply if the Funded Debt to EBITDA Ratio is less than 2.00 to 1.00after giving effect to the Equity Issuance and to application of the proceedsthereof.

###  

### (c)           Debt Issuances.  F.Y.I. shall, on each day that it or any ofits Subsidiaries receives any Net Proceeds from any Debt Issuance, pay to theAdministrative Agent, as a prepayment of the Loans, an aggregate amount equalto 100% of the Net Proceeds from such Debt Issuance.  No Debt Issuances may be made without the prior written consentof the Administrative Agent and the Required Lenders.

###  

### (d)           Commitments.  If at any time the Outstanding Creditexceeds the Commitments, within three Business Day after the occurrence thereofF.Y.I. shall pay to the Administrative Agent the amount of such excess as aprepayment of the Loans (or, if the Loans have been paid in full, to reduce orto provide cash collateral to secure the outstanding Letter of Credit Liabilitiesrelating to Letters of Credit issued pursuant to the Commitments).

###  

### (e)           Application of MandatoryPrepayments.  All prepaymentspursuant to Sections 2.7(a), 2.7(b) or 2.7(c)preceding shall be applied first to any Swingline Advances until such advances arepaid in full.

##  

## Section 2.8             MinimumAmounts.  Exceptfor Conversions and prepayments pursuant to Section 2.7 and Article 4,each borrowing, each Conversion and each prepayment of principal of the Loansshall be in an amount at least equal to $1,000,000 or an integral multiple of$500,000 in excess thereof; provided, however, that eachborrowing of Swingline Advances shall be in an amount at least equal to$100,000 or in integral multiples of $50,000 in excess thereof (borrowings,prepayments or Conversions of or into Loans of different Types or, in the caseof Eurodollar Loans, having different Interest Periods at the same timehereunder shall be deemed separate borrowings, prepayments and Conversions forpurposes of the foregoing, one for each Type or Interest Period).

##  

## Section 2.9             CertainNotices.  Notices by F.Y.I. to the AdministrativeAgent of terminations or reductions of Commitments, of borrowings and issuancesof Letters of Credit, Conversions, Continuations and prepayments of Loans andof the duration of Interest Periods shall beirrevocable and shall be effective only if received by the Administrative Agentnot later than 11:00 a.m. (Dallas, Texas time) on the Business Day prior to oron the date of the relevant termination, reduction, borrowing or issuance,Conversion, Continuation or prepayment or the first day of such Interest Periodspecified below:

##  

| ** **

**Notice**                     |   | **Number of**

**Business Days Prior** |   |
|--------------------------------------------|--------|----------------------------------------|--------|
|                                       |   |                                   |
| Terminations or  Reductions of Commitments |   | 1                                      |
| Borrowing of  Swingline Advances           |   | same day                               |   |
| Borrowing of  Prime Rate Loans             |   | same day                               |   |
| Borrowing of  Eurodollar Loans             |   | 3                                      |   |
| Conversions or  Continuations of Loans     |   | 3                                      |   |
| Prepayment of  Prime Rate Loans            |   | same day                               |   |
| Prepayments of  Eurodollar Loans           |   | same day                               |   |
| Issuances of  Letters of Credit            |   | 5                                      |   |

 

Each such notice oftermination or reduction shall specify the amount of the Commitments to beterminated or reduced.  Each such noticeof borrowing, Conversion, Continuation or prepayment shall specify the Loans tobe borrowed, Converted, Continued or prepaid and the amount (subject to Section2.8 hereof) and Type of the Loans to be borrowfed (and, with respect toPrime Rate Loans, whether any of such Loans shall consist of SwinglineAdvances), Converted, Continued or prepaid (and, in the case of a Conversion,the Type of Loans to result from such Conversion) and the date of borrowing,Conversion, Continuation or prepayment (which shall be a Business Day).  Notices of borrowings, Conversions,Continuations or prepayments shall be in the form of Exhibit Ehereto, appropriately completed as applicable. Each such notice of the duration of an Interest Period shall specify theLoans to which such Interest Period is to relate.  The Administrative Agent shall promptly notify the Lenders of thecontents of each such notice.  In the eventF.Y.I. fails to select the Type of Loan, or the duration of any Interest Periodfor any Eurodollar Loan, within the time period and otherwise as provided inthis Section 2.9, such Loan (if outstanding as Eurodollar Loan) will beautomatically Converted into a Prime Rate Loan on the last day of precedingInterest Period for such Loan or (if outstanding as a Prime Rate Loan) willremain as, or (if not then outstanding) will be made as, a Prime RateLoan.  F.Y.I. may not borrow anyEurodollar Loans, Convert any Loans into Eurodollar Loans or Continue any Loansas Eurodollar Loans if the interest rate for such Eurodollar Loans would exceedthe Maximum Rate.

 

## Section 2.10           Useof Proceeds.

##  

### (a)           F.Y.I.represents and warrants to and covenants with the Administrative Agent and theLenders that the proceeds of the Loans to be made on and after the EffectiveDate shall be used for working capital and general corporate purposes of F.Y.I.and its Subsidiaries in the ordinary course of business, to finance partiallyor wholly future Permitted Acquisitions, including the transaction costs ofF.Y.I. and its Subsidiaries associated with such Permitted Acquisitions, and tofinance partially or wholly future Permitted Share Repurchases.

###  

### (b)           Noneof the proceeds of any Loan have been or will be used to acquire any securityin any transaction that is subject to Section 13 or 14 of the SecuritiesExchange Act of 1934, as amended, or to purchase or carry any margin stock(within the meaning of Regulations T, U or X of the Board of Governors of theFederal Reserve System).

###  

## Section 2.11           Fees.

###  

### (a)           F.Y.I.agrees to pay to the Administrative Agent for the account of each Lender acommitment fee (the "Commitment Fees") on the daily averageunused or unfunded amount of such Lender's Commitment, for the period from andincluding the Closing Date to and including the Maturity Date, at the rateequal to the Applicable Margin per annum based on a 360 day year and the actualnumber of days elapsed, which accrued Commitment Fees shall be payable inarrears on each Quarterly Date beginning on June 30, 2001 and on the MaturityDate.  Notwithstanding anything to thecontrary contained in this Agreement, any and all Swingline Advancesoutstanding from time to time shall be wholly excluded, and shall not count asused or funded amounts, for purposes of determining the unused or unfundedamount of each Lender's Commitment in accordance with this Section 2.11(a).

###  

### (b)           F.Y.I.agrees to pay to the Administrative Agent (for the account of the AdministrativeAgent and/or the Lenders, as may be specified in the Fee Letter) suchadditional fees as are specified in the Fee Letter, which fees shall be payablein such amounts and on such dates as are specified therein.  Such additional fees shall include, withoutlimitation, an upfront fee payable by F.Y.I. to each Lender on the EffectiveDate in the amount agreed upon among the Administrative Agent and/or the LeadArranger and such Lender.

###  

## Section 2.12           Computations.  Interest and fees payable by F.Y.I. hereunderand under the other Loan Documents shall be computed on the basis of a year of360 days (except as stated in the proviso below) and the actual number of dayselapsed (including the first day but excluding the last day) occurring in theperiod for which payable unless, in the case of interest, such calculationwould result in a usurious rate, in which case interest shall be calculated onthe basis of a year of365 or 366 days, as the case may be; provided, however, thatinterest payable by F.Y.I. hereunder on all Prime Rate Loans shall be on thebasis of a completed year of 365 or 366 days, as applicable.

##  

## Section 2.13           Terminationor Reduction of Commitments.

##  

### (a)           Optional.  F.Y.I. shall have the right to terminate orreduce in part the unused portion of the Commitments at any time and from timeto time, provided that (i) F.Y.I. shall give notice of each suchtermination or reduction as provided in Section 2.9, (ii) eachpartial reduction shall be in an aggregate amount of at least $1,000,000 or anintegral multiple of $500,000 in excess thereof, and (iii) F.Y.I. shallnot have the right to terminate or reduce in part any unused portion of theCommitments that could or may be required to be advanced by the Lenders torefinance Swingline Advances then outstanding. The Commitments may not be reinstated or increased after they have beenterminated or reduced.

###  

### (b)           Mandatory.  Each mandatory prepayment of the Loanspursuant to Section 2.7 shall permanently reduce the Commitments by theamount of the prepayment, which reduction may not be reinstated.

###  

## Section 2.14           Lettersof Credit.

###  

### (a)           Subjectto the terms and provisions of this Agreement, F.Y.I. may utilize theCommitments by requesting that the Issuing Bank issue Letters of Credit; provided,that the aggregate amount of outstanding Letter of Credit Liabilities under theCommitments shall not at any time exceed $25,000,000.  Notwithstanding anything to the contrary contained in thisAgreement, each of the Existing Letters of Credit shall be deemed, and shallbe, a Letter of Credit issued hereunder. Upon the later of (i) the date of this Agreement or (ii) the date ofissue of each Letter of Credit, the Issuing Bank shall be deemed, withoutfurther action by any party hereto, to have sold to each Lender, and eachLender shall be deemed, without further action by any party hereto, to havepurchased from the Issuing Bank, a participation to the extent of such Lender'sCommitment Percentage in such Letter of Credit.

###  

### (b)           F.Y.I.shall give the Issuing Bank (with a copy to the Administrative Agent) at leastfive Business Days irrevocable prior notice (effective upon receipt) specifyingthe date of each Letter of Credit and the nature of the transactions to besupported thereby.  The Issuing Bankshall, on a quarterly basis, notify each applicable Lender of the contents ofall such notices received from F.Y.I. during such quarter and of such Lender'sCommitment Percentage of the amount of all such Letters of Credit proposedduring such quarter.  Each Letter ofCredit shall have an expiration date that does not exceed one year from thedate of issuance (provided, however, that the B&B Letter ofCredit may have an expiration date that is up to eighteen months after the dateof issuance and the Existing B of A Letter of Credit may have an expirationdate that extends to March 31, 2003) and that does not extend beyond theMaturity Date, shall be payable in Dollars, shall support a transaction enteredinto in the ordinary course of the account party's or parties' business, shallbe satisfactory in form and substance to the Issuing Bank, and shall be issuedpursuant to such agreements, documents and instruments (including a Letter ofCredit Agreement) as the Issuing Bank may reasonably require, none of whichshall be inconsistent with this Section 2.14.  Each Letter of Credit shall (i) provide for the payment ofdrafts presented for, on or thereunder by the beneficiary in accordance withthe terms thereof, when such drafts are accompanied by the documents (if any)described in the Letter of Credit and (ii) to the extent not inconsistentwith the terms hereof or any applicable Letter of Credit Agreement, be subjectto the Uniform Customs and Practice for Documentary Credits (1993 Revision),International Chamber of Commerce Publication No. 500 (together with anysubsequent revision thereof approved by a Congress of the International Chamberof Commerce and adhered to by the Issuing Bank, the "UCP"),and shall, as to matters not governed by the UCP, be governed by, and construedand interpreted in accordance with, the laws of the State of Texas.

###  

### (c)           F.Y.I.agrees to pay to the Administrative Agent for the account of each Lender, inarrears on each Quarterly Date beginning on June 30, 2001 and on the MaturityDate, a nonrefundable letter of credit fee with respect to each Letter ofCredit issued in an amount equal to the product of (i) the ApplicableMargin for Eurodollar Loans in effect on the date of issuance of such Letter ofCredit (with respect to the fee due on the first Quarterly Date after issuance)or on the first day of the applicable quarter or other period beginning afterthe calendar quarter during which the issuance of such Letter of Creditoccurred (with respect to the fee due on each subsequent Quarterly Date or on theMaturity Date), multiplied by (ii) the daily average face amount of theLetters of Credit in effect during the applicable period.  The Administrative Agent agrees to pay toeach Lender, promptly after receiving any payment of letter of credit feesreferred to above in this subsection (c), such Lender's CommitmentPercentage of such fees.  F.Y.I. furtheragrees to pay to the Issuing Bank for its own account, on the date of issuanceof such Letter of Credit and on each anniversary of such date of issuance (ifsuch Letter of Credit then remains outstanding), an amount equal to 0.125% ofthe face amount of the Letter of Credit being issued.  In addition to the foregoing fees, F.Y.I. shall pay or reimbursethe Issuing Bank for such normal and customary costs and expenses, including,without limitation, administrative, issuance, amendment, payment andnegotiation charges, as are incurred or charged by the Issuing Bank in issuing,effecting payment under, amending or otherwise administering any Letter ofCredit.

###  

### (d)           Uponreceipt from the beneficiary of any Letter of Credit of any demand for paymentor other drawing under such Letter of Credit, the Issuing Bank shall promptlynotify F.Y.I. and each applicable Lender as to the amount to be paid as aresult of such demand or drawing and the respective payment date.  If at any time the Issuing Bank shall make apayment to a beneficiary of a Letter of Credit pursuant to a drawing under suchLetter of Credit, each Lender will pay to the Issuing Bank, immediately uponthe Issuing Bank's demand at any time commencing after such payment untilreimbursement therefor in full by F.Y.I., an amount equal to such Lender'sCommitment Percentage of such payment, together with interest on such amountfor each day from the date of such payment to the date of payment by suchLender of such amount at a rate of interest per annum equal to the FederalFunds Rate.

###  

### (e)           F.Y.I.shall be irrevocably and unconditionally obligated to immediately reimburse theIssuing Bank for any amounts paid by the Issuing Bank upon any drawing underany Letter of Credit issued pursuant to the Commitments, without presentment,demand, protest or other formalities of any kind. The Issuing Bank will pay toeach Lender such Lender's Commitment Percentage of all amounts received from oron behalf of F.Y.I. for application in payment, in whole or in part, of theReimbursement Obligation in respect of any Letter of Credit, but only to theextent such Lender has made payment to the Issuing Bank in respect of such Letterof Credit pursuant to subsection (d) above.  Outstanding Reimbursement Obligations shall bear interest at theDefault Rate and such interest shall be payable on demand.

###  

### (f)            TheReimbursement Obligations of F.Y.I. under this Agreement and the other Loan Documentsshall be absolute, unconditional and irrevocable, and shall be performedstrictly in accordance with the terms of this Agreement and the other LoanDocuments under all circumstances whatsoever, including, without limitation,the following circumstances.

###  

#### (i)            Any lack of validity orenforceability of any Letter of Credit or any other Loan Document;

####  

#### (ii)           Any amendment or waiver of or anyconsent to departure from any Loan Document;

####  

#### (iii)          The existence of any claim, setoff,counterclaim, defense or other right which any Loan Party or other Person mayhave at any time against any beneficiary of any Letter of Credit, theAdministrative Agent, the Issuing Bank, the Lenders or any other Person,whether, in connection with this Agreement or any other Loan Document or anyunrelated transaction;

####  

#### (iv)          Any statement, draft or other documentpresented under any Letter of Credit proving to be forged, fraudulent, invalidor insufficient in any respect or any statement therein being untrue orinaccurate in any respect whatsoever, provided, that the failure of theIssuing Bank to discover such forgery, fraud, invalidity or insufficiency shallnot have constituted gross negligence or willful misconduct by the IssuingBank;

####  

#### (v)           Payment by the Issuing Bank under anyLetter of Credit against presentation of a draft or other document that doesnot comply with the terms of such Letter of Credit, provided, that suchpayment shall not have constituted gross negligence or willful misconduct ofthe Issuing Bank; and

####  

#### (vi)          Any other circumstance whatsoever,whether or not similar to any of the foregoing, provided that such othercircumstance or event shall not have been the result of the gross negligence orwillful misconduct of the Issuing Bank.

###  

### (g)           F.Y.I.assumes all risks of the acts or omissions of any beneficiary of any Letter ofCredit with respect to its use of such Letter of Credit.  Neither the Administrative Agent, theIssuing Bank, the Lenders nor any of their respective officers or directorsshall have any responsibility or liability to F.Y.I. or any other Person for:(i) the failure of any draft to bear any reference or adequate referenceto any Letter of Credit, or the failure of any documents to accompany any draftat negotiation, or the failure of any Person to surrender or to take up anyLetter of Credit or to send documents apart from drafts as required by theterms of any Letter of Credit, or the failure of any Person to note the amountof any instrument on any Letter of Credit, (ii) errors, omissions, interruptionsor delays in transmission or delivery of any messages, (iii) in theabsence of gross negligence or willful misconduct of the Issuing Bank, thevalidity, sufficiency or genuineness of any draft or other document, or anyendorsement(s) thereon, even if any such draft, document or endorsement shouldin fact prove to be in any and all respects invalid, insufficient, fraudulentor forged or any statement therein is untrue or inaccurate in any respect,(iv) the payment by the Issuing Bank to the beneficiary of any Letter ofCredit against presentation of any draft or other document that does not complywith the terms of the Letter of Credit, or (v) any other circumstancewhatsoever in making or failing to make any payment under a Letter of Credit; provided,however, that, notwithstanding the foregoing, the account party orparties shall have a claim against the Issuing Bank, and the Issuing Bank shallbe liable to the account party or parties, to the extent of any direct, but notindirect or consequential, damages suffered by the account party or partieswhich it or they prove in a final nonappealable judgment were caused by(A) the Issuing Bank's willful misconduct or gross negligence indetermining whether documents presented under any Letter of Credit compliedwith the terms thereof or (B) the Issuing Bank's willful failure to payunder any Letter of Credit after presentation to it of documents strictlycomplying with the terms and conditions of such Letter of Credit.  The Issuing Bank may accept documents thatappear on their face to be in order, without responsibility for furtherinvestigation, regardless of any notice or information to the contrary.

###  

# ARTICLE 3

#  

# Payments

##  

## Section 3.1             Method of Payment.  Allpayments of principal, interest, fees and other amounts to be made by theF.Y.I. under this Agreement and the other Loan Documents shall be made to theAdministrative Agent at the Principal Office for the account of each Lender'sApplicable Lending Office in Dollars and in immediately available funds, withoutsetoff, deduction or counterclaim, not later than 11:00 a.m. (Dallas, Texastime) on the date on which such payment shall become due (each such paymentmade after such time on such due date to be deemed to have been made on thenext succeeding Business Day).  F.Y.I.shall, at the time of making any such payment, specify to the AdministrativeAgent the sums payable by F.Y.I. under this Agreement and the other LoanDocuments to which such payment is to be applied (and in the event that F.Y.I.fails to so specify, or if an Event of Default has occurred and is continuing,the Administrative Agent may apply such payment to the Obligations in suchorder and manner as the Administrative Agent may elect, subject to Section3.2); provided, however, that, unless Bank of Americaexpressly agrees to the contrary, such payment shall be applied first to any Swingline Advances until such advances are paid infull.  Upon the occurrence and duringthe continuation of an Event of Default, all proceeds of any Collateral, andall funds from time to time on deposit in any concentration account or anycollection account, if any, referred to in Section 8.13, may be appliedby the Administrative Agent to the Obligations in such order and manner as theAdministrative Agent may elect, subject to Section 3.2; provided,however, that, unless Bank of America expressly agrees to the contrary,such proceeds and funds shall be applied first to any outstanding SwinglineAdvances until such advances are paid in full. Each payment received by the Administrative Agent under this Agreementor any other Loan Document for the account of a Lender shall be paid promptlyto such Lender, in immediately available funds, for the account of suchLender's Applicable Lending Office. Whenever any payment under this Agreement or any other Loan Documentshall be stated to be due on a day thatis not a Business Day, such payment may be made on the next succeeding BusinessDay, and such extension of time shall in such case be included in thecomputation of the payment of interest and commitment fee, as the case may be.

##  

## Section 3.2             ProRata Treatment.  Except to the extent otherwise provided inthis Agreement:  (a) each Loanshall be made by the Lenders under Section 2.1, each payment ofcommitment fees under Section 2.11(a) shall be made for the account ofthe Lenders, and each termination or reduction of the Commitments under Section2.13 shall be applied to the Commitments of the Lenders, pro rata accordingto the respective unused Commitments; (b) the making, Conversion andContinuation of Loans of a particular Type (other than Conversions provided forby Section 4.4) shall be made pro rata among the Lenders holding Loansof such Type according to the amounts of their respective Commitments;(c) each payment and prepayment by F.Y.I. of principal of or interest onLoans of a particular Type shall be made to the Administrative Agent for theaccount of the Lenders holding Loans of such Type pro rata in accordance with therespective unpaid principal amounts of such Loans held by such Lenders;(d) Interest Periods for Loans of a particular Type shall be allocatedamong the Lenders holding Loans of such Type pro rata according to therespective principal amounts held by such Lenders; and (e) the Lenders(other than the Issuing Bank) shall purchase participations in the Letters ofCredit pro rata in accordance with their Commitment Percentages.

##  

## Section 3.3             Sharingof Payments, Etc. Ifa Lender shall obtain payment of any principal of or interest on any of the Obligationsdue to such Lender hereunder through the exercise of any right of setoff,banker's lien, counterclaim or similar right, or otherwise, it shall promptlypurchase from the other Lenders participations in the Obligations held by theother Lenders in such amounts, and make such adjustments from time to time asshall be equitable to the end that all the Lenders shall share pro rata inaccordance with the unpaid principal and interest on the Obligations then dueto each of them.  To such end, all of theLenders shall make appropriate adjustments among themselves (by the resale ofparticipations sold or otherwise) if all or any portion of such excess paymentis thereafter rescinded or must otherwise be restored.  F.Y.I. agrees, to the fullest extent it mayeffectively do so under applicable law, that any Lender, so purchasing aparticipation in the Obligations by the other Lenders may exercise all rightsof setoff, banker's lien, counterclaim or similar rights with respect to suchparticipation as fully as if such Lender were a direct holder of Obligations inthe amount of such participation. Nothing contained herein shall require any Lender to exercise any suchright or shall affect the right of any Lender toexercise, and retain the benefits of exercising, any such right with respect toany other indebtedness, liability or obligation of F.Y.I. or any of itsSubsidiaries.

##  

## Section 3.4             Non-Receiptof Funds by the Administrative Agent.  Unless the Administrative Agent shall havebeen notified by a Lender or F.Y.I. (the "Payor") prior to thedate on which such Lender is to make payment to the Administrative Agent of theproceeds of a Loan to be made by it hereunder or F.Y.I. is to make a payment tothe Administrative Agent for the account of one or more of the Lenders, as thecase may be (such payment being herein called the "Required Payment"),which notice shall be effective upon receipt, that the Payor does not intend tomake the Required Payment to the Administrative Agent, the Administrative Agentmay assume that the Required Payment has been made and may, in reliance uponsuch assumption (but shall not be required to), make the amount thereofavailable to the intended recipient on suchdate and, if the Payor has not in fact made the Required Payment to theAdministrative Agent, the recipient of such payment shall, on demand, pay tothe Administrative Agent the amount made available to it together with interestthereon in respect of the period commencing on the date such amount was so madeavailable by the Administrative Agent until the date the Administrative Agentrecovers such amount at a rate per annum equal to the Federal Funds Rate forsuch period.

##  

## Section 3.5             WithholdingTaxes.

##  

### (a)           Allpayments by F.Y.I. of principal of and interest on the Loans and of all feesand other amounts payable under the Loan Documents shall be made free and clearof, and without deduction by reason of, any present or future taxes, levies,duties, imposts, assessments or other charges levied or imposed by anyGovernmental Authority (other than taxes on the overall net income of anyLender).  If any such taxes, duties,imposts, assessments or other charges are so levied or imposed, F.Y.I. will(i) make additional payments in such amounts so that every net payment ofprincipal of and interest on the Loans and of all other amounts payable by itunder the Loan Documents, after withholding or deduction for or on account ofany such present or future taxes, duties, imposts, assessments or other charges(including any tax imposed on or measured by net income of a Lenderattributable to payments made to or on behalf of a Lender pursuant to this Section 3.5and any penalties or interest attributable to such payments), will not be lessthan the amount provided for herein or therein absent such withholding ordeduction (provided that F.Y.I. shall not have any obligation to paysuch additional amounts to any Lender to the extent that such taxes, duties,imposts, assessments or other charges are levied or imposed by reason of thefailure of such Lender to comply with the provisions of Section 3.6),(ii) make such withholding or deduction, and (iii) remit the fullamount deducted or withheld to the relevant Governmental Authority inaccordance with applicable law.  Withoutlimiting the generality of the foregoing, F.Y.I. will, upon written request ofany Lender, reimburse each such Lender for the amount of (A) such taxes,duties, imports, assessments or other charges so levied or imposed by anyGovernmental Authority and paid by such Lender as a result of payments made byF.Y.I. under or with respect to the Loans and Letter of Credit Liabilitiesother than such taxes, duties, imports, assessments and other chargespreviously withheld or deducted by F.Y.I. which have previously resulted in thepayment of the required additional amount to the Lender, and (B) suchtaxes, duties, assessments and other charges so levied or imposed with respectto any Lender reimbursement under the foregoing clause (A), so thatthe net amount received by such Lender (net of payments made under or withrespect to the Loans and Letter of Credit Liabilities) after such reimbursementwill not be less than the net amount the Lender would have received if suchtaxes, duties, assessments and other charges on such reimbursement had not beenlevied or imposed.  F.Y.I. shall furnishpromptly to the Administrative Agent for distribution to each affected Lender,as the case may be, upon request of such Lender, official receipts evidencingany such payment, withholding or reduction.

###  

### (b)           F.Y.I.will indemnify the Administrative Agent and each Lender (without duplication)against, and reimburse the Administrative Agent and each Lender for, allpresent and future taxes, levies, duties, imposts, assessments or other charges(including interest and penalties) levied or collected (whether or not legallyor correctly imposed, assessed, levied or collected), excluding, however, anytaxes imposed on the overall net income of the Administrative Agent or suchLender or any lending office of the Administrative Agent or such Lender by anyjurisdiction in which the Administrative Agent or such Lender or any suchlending office is located, on or in respect of this Agreement, any of the LoanDocuments or the Obligations or any portion thereof (the "reimbursabletaxes").  Any suchindemnification shall be on an after-tax basis, taking into account any suchreimbursable taxes imposed on the amounts paid as indemnity.

###  

### (c)           Withoutprejudice to the survival of any other term or provision of this Agreement, theobligations of F.Y.I. under this Section 3.5 shall survive thepayment of the Loans and the other Obligations and termination of theCommitments.

###  

## Section 3.6             WithholdingTax Exemption.  Each Lender that is not incorporated orotherwise formed under the laws of the U.S. or a state thereof agrees that itwill, prior to or on or about the Closing Date or the date upon which itbecomes a party to this Agreement and if it is legally able to do so, deliverto F.Y.I., for and on behalf of F.Y.I., and the Administrative Agent two dulycompleted copies of U.S. Internal Revenue Service Form W-8ECI or W-8BEN, asappropriate, certifying in any case that such Lender is entitled to receivepayments from F.Y.I. under any Loan Document without deduction or withholdingof any U.S. federal income taxes.  EachLender which so delivers a Form W-8ECI or W-8BEN further undertakes to deliverto F.Y.I., for and on behalf of F.Y.I., and the Administrative Agent twoadditional copies of such form (or a successor form) on or before the date suchform expires or becomes obsolete or after the occurrence of any event requiringa change in the most recent form so delivered by it, and such amendmentsthereto or extensions or renewals thereof as may be reasonably requested byF.Y.I. or the Administrative Agent, in each case certifying that such Lender isentitled to receive payments from F.Y.I. under any Loan Document withoutdeduction or withholding of any U.S. federal income taxes, unless an event(including without limitation any change in treaty, law or regulation) hasoccurred prior to the date on which any such delivery would otherwise berequired which renders all such forms inapplicable or which would prevent suchLender from duly completing and delivering any such form with respect to it andsuch Lender advises F.Y.I., for and on behalf of F.Y.I., and the AdministrativeAgent that it is not capable of receiving such payments without any deductionor withholding of U.S. federal income tax.

##  

## Section 3.7             Reinstatementof Obligations.Notwithstanding anything to the contrary contained in this Agreement or anyother Loan Document, if the payment of any amount of principal of or interest with respect to the Loans, the Reimbursement Obligations or any otheramount of the Obligations, or any portion thereof, is rescinded, voided or mustotherwise be refunded by the Administrative Agent, any Lender or the IssuingBank upon the insolvency, bankruptcy or reorganization of F.Y.I. or any otherLoan Party or otherwise for any reason whatsoever, then each of (a) theObligations, (b) the Loan Documents (including, without limitation, thisAgreement, the Notes and the Security Documents), (c) the indebtedness,liabilities and obligations of F.Y.I. and any other Loan Party under the LoanDocuments, and (d) all Liens for the benefit of the Administrative Agent andthe Lenders created under or evidenced by the Loan Documents, will beautomatically reinstated and become automatically effective and in full forceand effect, all to the extent that and as though such payment so rescinded,voided or otherwise refunded had never been made.

##  

# ARTICLE 4

#  

# Yield Protection and Illegality

##  

## Section 4.1             AdditionalCosts.

###  

### (a)           F.Y.I.shall pay directly to each Lender from time to time, promptly upon the requestof such Lender, the costs actually incurred by such Lender which such Lenderdetermines are directly attributable to its making or maintaining of anyEurodollar Loans to F.Y.I. or its obligation to make or create any of suchLoans hereunder to F.Y.I., or any reduction in any amount receivable by suchLender hereunder from F.Y.I. in respect of any such Loans or obligations (suchincreases in costs and reductions in amounts receivable being herein called"Additional Costs"), resulting from any Regulatory Change which:

###  

#### (i)            changes the basis of taxation of anyamounts payable to such Lender under this Agreement or its Notes in respect ofany of such Loans (other than taxes imposed on the overall net income of suchLender or its Applicable Lending Office for any of such Loans by thejurisdiction in which such Lender has its principal office or such ApplicableLending Office);

####  

#### (ii)           imposes or modifies any reserve,special deposit, minimum capital, capital ratio or similar requirement relatingto any extensions of credit or other assets of, or any deposits with or otherliabilities or commitments of, such Lender (including any of such Loans or anydeposits referred to in the definition of "Eurodollar Rate" in Section1.1 hereof, but excluding the Reserve Requirement to the extent it isincluded in the calculation of the Adjusted Eurodollar Rate); or

####  

#### (iii)          imposes any other condition affectingthis Agreement or the Notes or any of such extensions of credit or liabilitiesor commitments.

 

Each Lender will notifyF.Y.I. (with a copy to the Administrative Agent) of any event occurring afterthe Closing Date which will entitle such Lender to compensation pursuant tothis Section 4.1(a) as promptly as practicable after it obtainsknowledge thereof and determines to request such compensation, and (if sorequested by F.Y.I.) will designate a different Applicable Lending Office forthe Eurodollar Loans of such Lender if such designation will avoid the needfor, or reduce the amount of, such compensation and will not, in the sole opinionof such Lender, violate any law, rule or regulation or be in any waydisadvantageous to such Lender, provided that such Lender shall have noobligation to so designate an Applicable Lending Office located in the U.S.Each Lender will furnish F.Y.I. with a certificate setting forth the basis,amount and computation of each request of such Lender for compensation underthis Section 4.1(a).  If anyLender requests compensation from F.Y.I. under this Section 4.1(a),F.Y.I. may, by notice to such Lender (with a copy to the Administrative Agent),suspend the obligation of such Lender to make or Continue making, or ConvertPrime Rate Loans into, Eurodollar Loans until the Regulatory Change giving riseto such request ceases to be in effect (in which case the provisions of Section4.4 hereof shall be applicable).

 

### (b)           Withoutlimiting the effect of the foregoing provisions of this Section 4.1, inthe event that, by reason of any Regulatory Change, any Lender either(i) incurs Additional Costs based on or measured by the excess above aspecified level of the amount of a category of deposits or other liabilities ofsuch Lender which includes deposits by reference to which the interest rate onEurodollar Loans is determined as provided in this Agreement or a category ofextensions of credit or other assets of such Lender which includes EurodollarLoans or (ii) becomes subject to restrictions on the amount of such acategory of liabilities or assets which it may hold, then, if such Lender soelects by notice to F.Y.I. (with a copy to the Administrative Agent), theobligation of such Lender to make or Continue making, or Convert Prime RateLoans into, Eurodollar Loans hereunder shall be suspended until such RegulatoryChange ceases to be in effect (in which case the provisions of Section 4.4hereof shall be applicable).

###  

### (c)           Determinationsand allocations by any Lender for purposes of this Section 4.1 of theeffect of any Regulatory Change on its costs of maintaining its obligation tomake Loans or of making or maintaining Loans or on amounts receivable by it inrespect of Loans and of the additional amounts required to compensate suchLender in respect of any Additional Costs, shall be conclusive in the absenceof manifest error, provided that such determinations and allocations are madeon a reasonable basis.

###  

## Section 4.2             Limitationon Types of Loans.  Anything herein to the contrarynotwithstanding, if with respect to any Eurodollar Loans for any InterestPeriod therefor:

###  

### (a)           TheAdministrative Agent reasonably determines (which determination shall beconclusive absent manifest error) that quotations of interest rates for therelevant deposits referred to in the definition of "Eurodollar Rate"in Section 1.1 hereof are not being provided in the relative amounts orfor the relative maturities for purposes of determining the rate of interestfor such Loans as provided in this Agreement; or

###  

### (b)           RequiredLenders reasonably determine (which determination shall be conclusive absentmanifest error) and notify the Administrative Agent that the relevant rates ofinterest referred to in the definition of "Eurodollar Rate" or"Adjusted Eurodollar Rate" in Section 1.1 hereof on thebasis of which the rate of interest for such Loans for such Interest Period isto be determined do not accurately reflect the cost to the Lenders of making ormaintaining such Loans for such Interest Period;

 

then the AdministrativeAgent shall give F.Y.I. prompt notice thereof and, so long as such conditionremains in effect, the Lenders shall be under no obligation to make EurodollarLoans or to Convert Prime Rate Loans into Eurodollar Loans and F.Y.I. shall, onthe last day(s) of the then current Interest Period(s) for the outstandingEurodollar Loans, either prepay such Loans or Convert such Loans into PrimeRate Loans in accordance with the terms of this Agreement.

 

## Section 4.3             Illegality.  Notwithstanding any other provision of thisAgreement, in the event that it becomes unlawful for any Lender or itsApplicable Lending Office to (a) honor its obligation to make EurodollarLoans hereunder or (b) maintain Eurodollar Loans hereunder, then suchLender shall promptly notify F.Y.I. for and on behalf of F.Y.I. (with a copy tothe Administrative Agent) thereof and such Lender's obligation to make or maintainEurodollar Loans and to Convert Prime Rate Loans into Eurodollar Loanshereunder shall be suspended untilsuch time as such Lender may again make and maintain Eurodollar Loans (in whichcase the provisions of Section 4.4 hereof shall be applicable).

##  

## Section 4.4             Treatmentof Affected Loans.  If the obligation of any Lender to make orContinue, or to Convert Prime Rate Loans into, Eurodollar Loans is suspendedpursuant to Section 4.1 or 4.3 hereof, such Lender'sEurodollar Loans shall be automatically Converted into Prime Rate Loans on thelast day(s) of the then current Interest Period(s) for the Eurodollar Loans(or, in the case of a Conversion required by Section 4.1(b) or 4.3hereof, on such earlier date as such Lender may specify to F.Y.I., with a copyto the Administrative Agent) and, unless and until such Lender gives notice asprovided below that the circumstances specified in Section 4.1 or 4.3hereof which gave rise to such Conversion no longer exist:

##  

### (a)           Tothe extent that such Lender's Eurodollar Loans have been so Converted, allpayments and prepayments of principal which would otherwise be applied to suchLender's Eurodollar Loans shall be applied instead to its Prime Rate Loans; and

###  

### (b)           AllLoans which would otherwise be made or Continued by such Lender as EurodollarLoans shall be made as or Converted into Prime Rate Loans and all Loans of suchLender which would otherwise be Converted into Eurodollar Loans shall beConverted instead into (or shall remain as) Prime Rate Loans.

 

If such Lender givesnotice to F.Y.I. (with a copy to the Administrative Agent) that thecircumstances specified in Section 4.1 or 4.3 hereof which gaverise to the Conversion of such Lender's Eurodollar Loans pursuant to this Section4.4 no longer exist (which such Lender agrees to do promptly upon suchcircumstances ceasing to exist) at a time when Eurodollar Loans areoutstanding, such Lender's Prime Rate Loans shall be automatically Converted,on the first day(s) of the next succeeding Interest Period(s) for such outstandingEurodollar Loans, to the extent necessary so that, after giving effect thereto,all Loans held by the Lenders holding Eurodollar Loans and by such Lender areheld pro rata (as to principal amounts, Types and Interest Periods) inaccordance with their respective Commitments.

 

## Section 4.5             Compensation.F.Y.I. shall pay to the Administrative Agent for the account of each Lender,promptly upon the request of such Lender through the AdministrativeAgent, such amount or amounts as shall be sufficient (in thereasonable opinion of such Lender) to compensate it for any loss, cost orexpense incurred by it as a result of:

###  

### (a)           Anypayment, prepayment or Conversion of a Eurodollar Loan for any reason(including, without limitation, the acceleration of the outstanding Loanspursuant to Section 11.2) on a date other than the last day of anInterest Period for such Loan; or

###  

### (b)           Anyfailure by F.Y.I. for any reason (including, without limitation, the failure ofany conditions precedent specified in Article 6 to be satisfied) toborrow, Convert or prepay a Eurodollar Loan on the date for such borrowing,Conversion or prepayment specified in the relevant notice of borrowing,prepayment or Conversion under this Agreement.

###  

## Section 4.6             CapitalAdequacy.  If, after the Closing Date, any Lender shallhave determined that the adoption or implementation of any applicable law, ruleor regulation regarding capitaladequacy (including, without limitation, any law, rule or regulationimplementing the Basle Accord), or any change therein, or any change in theinterpretation or administration thereof by any central bank or otherGovernmental Authority charged with the interpretation or administrationthereof, or compliance by such Lender (or its parent) with any guideline, requestor directive regarding capital adequacy (whether or not having the force oflaw) of any central bank or other Governmental Authority (including, withoutlimitation, any guideline or other requirement implementing the Basle Accord),has or would have the effect of reducing the rate of return on such Lender's(or its parent's) capital as a consequence of its obligations hereunder or thetransactions contemplated hereby to a level below that which such Lender (orits parent) could have achieved but for such adoption, implementation, changeor compliance (taking into consideration such Lender's policies with respect tocapital adequacy) byan amount deemed by such Lender to be material, then fromtime to time, within ten Business Days after demand by such Lender (with a copyto the Administrative Agent), F.Y.I. shall pay to such Lender such additionalamount or amounts as will compensate such Lender (or its parent) for suchreduction.  A certificate of such Lenderclaiming compensation under this Section 4.6 and setting forth theadditional amount or amounts to be paid to it hereunder shall be conclusiveabsent manifest error, provided that the determination thereof is madeon a reasonable basis.  In determiningsuch amount or amounts, such Lender may use any reasonable averaging andattribution methods.

##  

## Section 4.7             AdditionalInterest on Eurodollar Loans.  F.Y.I. shall pay to the AdministrativeAgent, for the account of each Lender from time to time, additional interest onthe unpaid principal amount of each Eurodollar Loan held by such Lender, fromthe date of the making of such Eurodollar Loan until such principal amount ispaid in full, at an interest rate per annum determined by such Lender in goodfaith equal to the positive remainder (if any) of (a) the AdjustedEurodollar Rate applicable to such Eurodollar Loan minus (b) theEurodollar Rate applicable to such Eurodollar Loan.  Each payment of additional interest pursuant to this Section4.7 shall be payable by F.Y.I. on each date upon which interest is payableon such Eurodollar Loan pursuant to Section 2.4(b); provided, however,that F.Y.I. shall not be obligated to make any such payment of additionalinterest until the first Business Day after the date when F.Y.I. has beeninformed (i) that such Lender is subject to a Reserve Requirement and(ii) of the amount of such Reserve Requirement (after which time F.Y.I.shall be obligated to make all such payments of additional interest, including,without limitation, such payment of additional interest that otherwisewould have been payable by F.Y.I. on or prior to such time had F.Y.I. beenearlier informed).

# ARTICLE 5

#  

# Security

##  

## Section 5.1             Collateral.  To secure the full and complete payment andperformance of the Obligations, F.Y.I. shall, and shall cause each of itsSubsidiaries  in existence on theClosing Date to, grant to the Administrative Agent for the benefit of theAdministrative Agent and the Lenders a perfected, first priority Lien (exceptfor Permitted Liens, if any, which are expressly permitted by the LoanDocuments to have priority over the Liens in favor of the Administrative Agent) on all of its right,title and interest in and to the following Property, whether now owned orhereafter acquired, pursuant to the Security Documents:

###  

### (a)           all Capital Stock of each of theDomestic Subsidiaries that are not Nonmaterial Subsidiaries (subject to thelast sentence of this Section 5.1) of F.Y.I. now owned or hereafteracquired by F.Y.I. or any Subsidiary of F.Y.I.; and

###  

### (b)           the lesser of (i) 65% of the sharesof each class of Capital Stock of each Foreign Subsidiary (whether present orfuture) that is not a Nonmaterial Subsidiary (subject to the last sentence ofthis Section 5.1) and that is a direct, Wholly-Owned Subsidiary ofF.Y.I. or of a Domestic Subsidiary of F.Y.I., or (ii) all of the shares of eachclass of Capital Stock of each such Foreign Subsidiary, in each case owned asof the Closing Date or thereafter acquired by F.Y.I. or such DomesticSubsidiary.

### F.Y.I. covenants thatnone of the Capital Stock to be pledged in accordance with this Section 5.1shall be subject to any transfer restrictions, shareholders’ agreement, orother restriction except for such restrictions under applicable securities lawsand such restrictions, if any, as may be reasonably acceptable toAdministrative Agent.  In connectionwith and in addition to the foregoing, F.Y.I. and its applicable Subsidiariesshall execute and/or deliver such Security Documents and further agreements, documents,and instruments (including, without limitation, stock certificates, stockpowers, and financing statements) as Administrative Agent may reasonablyrequest in order for it to obtain and maintain the perfected, first priorityLiens to be granted in accordance with this Section 5.1. Notwithstandinganything to the contrary contained in this Section 5.1, the CapitalStock of one or more Nonmaterial Subsidiaries (as the Administrative Agent mayrequest) shall be required to be pledged in accordance with this Section 5.1as if such Nonmaterial Subsidiaries were Material Subsidiaries if and to theextent necessary to ensure that (i) the aggregate total assets of allNonmaterial Subsidiaries whose Capital Stock has not been pledged does notexceed five percent of the total assets of F.Y.I. and its Subsidiaries on aconsolidated basis, (ii) the aggregate net worth of all NonmaterialSubsidiaries whose Capital Stock has not been pledged does not exceed fivepercent of the total net worth of F.Y.I. and its Subsidiaries on a consolidatedbasis, and (iii) the aggregate revenues of all Nonmaterial Subsidiarieswhose Capital Stock has not been pledged does not exceed five percent of therevenues of F.Y.I. and its Subsidiaries on a consolidated basis.

###  

## Section 5.2             Guaranties.  Each Domestic Subsidiary of F.Y.I. inexistence on the Closing Date shall guarantee the payment and performance ofthe Obligations pursuant to the Master Guaranty.

##  

## Section 5.3             NewSubsidiaries.  Contemporaneously with the creation oracquisition of any Subsidiary of F.Y.I. after the Closing Date, F.Y.I. shalland shall cause each of its Subsidiaries to:

###  

### (a)           grantor cause to be granted to the Administrative Agent for the benefit of theAdministrative Agent and the Lenders, (i) if the Subsidiary is a DomesticSubsidiary and is not a Nonmaterial Subsidiary (subject to the proviso at theend of this Section 5.3(a)), a perfected, first priority securityinterest in all Capital Stock or other ownership interests in or indebtednessof such Subsidiary owned by F.Y.I. or by any Subsidiary of F.Y.I. or, (ii) ifthe Subsidiary is a Foreign Subsidiary and is not a Nonmaterial Subsidiary(subject to the proviso at the end of this Section 5.3(a)), a perfected,first priority security interest in sixty-five percent (65%) of  Capital Stock or other ownership interestsin or indebtedness of such Subsidiary owned by F.Y.I. or by any Subsidiary ofF.Y.I. (to the extent such Capital Stock or other ownership interests orindebtedness are already not so pledged to the Administrative Agent); provided,however, that the Capital Stock of one or more Nonmaterial Subsidiaries (as theAdministrative Agent may request) shall be required to be pledged in accordencewith this Section 5.3(a) as if such Nonmaterial Subsidiaries wereMaterial Subsidiaries if and to the extent necessary to ensure that(A) the aggregate total assets of all Nonmaterial Subsidiaries whoseCapital Stock has not been pledged does not exceed five percent of the totalassets of F.Y.I. and its Subsidiaries on a consolidated basis, (B) theaggregate net worth of all Nonmaterial Subsidiaries whose Capital Stock has notbeen pledged does not exceed five percent of the total net worth of F.Y.I. andits Subsidiaries on a consolidated basis, and (C) the aggregate revenuesof all Nonmaterial Subsidiaries whose Capital Stock has not been pledged doesnot exceed five percent of the revenues of F.Y.I. and its Subsidiaries on aconsolidated basis;

###  

### (b)           causeeach Domestic Subsidiary to guarantee the payment and performance of theObligations by executing and delivering to the Administrative Agent a JoinderAgreement pursuant to which such Domestic Subsidiary becomes a party to theMaster Guaranty, and which Joinder Agreement also provides that such Subsidiaryagrees to comply with all of the covenants contained in this Agreementapplicable to it; and

###  

### (c)           ifand to the extent required by Section 5.4, cause each suchSubsidiary to execute and deliver to the Administrative Agent an appropriateSecurity Agreement, substantially in the form of the Security Agreementsdelivered by other Subsidiaries of F.Y.I., and such other Security Documents asthe Administrative Agent may reasonably request to grant the AdministrativeAgent, for the benefit of the Administrative Agent and the Lenders, aperfected, first priority Lien (except for Permitted Liens, if any, which areexpressly permitted by the Loan Documents to have priority over the Liens infavor of the Administrative Agent) on all Property of such Subsidiary (otherthan immaterial Properties in which the Administrative Agent has agreed it willnot require a Lien).

###  

## Section 5.4             AdditionalSecurity.

##  

### (a)           Ifthe Funded Debt to EBITDA Ratio shall at any time exceed 2.50 to 1.00 for twoconsecutive fiscal quarters of F.Y.I., F.Y.I. shall, and shall cause each of its Subsidiaries other thanNonmaterial Subsidiaries (subject to Section 5.4(b)) to, within tenBusiness Days thereafter, grant or cause to be granted to the AdministrativeAgent, for the benefit of the Administrative Agent and the Lenders, aperfected, first priority Lien in all Property of F.Y.I. and such Subsidiaries(other than immaterial Properties in which Administrative Agent has agreed itwill not require a Lien) in which a Lien was not previously granted inaccordance with Section 5.1 or 5.3 , which Liens shall begranted pursuant to such Security Documents in form and substance satisfactoryto the Administrative Agent as the Administrative Agent may request from timeto time.  Without limiting thegenerality of the foregoing, if the Funded Debt to EBITDA Ratio shall at anytime exceed 2.50 to 1.00 for two consecutive fiscal quarters of F.Y.I., F.Y.I.shall, and shall cause each of its Subsidiaries other than NonmaterialSubsidiaries (subject to Section 5.4(b)) to, within ten BusinessDays thereafter and contemporaneously with the acquisition of any fee realProperty or the execution of any lease of real Property concurrently therewithor thereafter execute, acknowledge and deliver to the Administrative Agent aMortgage or an amendment or modification to an existing Mortgage covering(i) all fee real Property then owned or then being or thereafter acquired,respectively, F.Y.I. or any of such Subsidiaries and (ii) all of F.Y.I.'sor any of such Subsidiaries' rights and interests as lessee, in, to and undereach real estate lease then in existence or then being or thereafter enteredinto, respectively, together with evidence reasonably satisfactory to theAdministrative Agent and its counsel, including, without limitation, ifrequested by the Administrative Agent, a commitment for a mortgagee policy oftitle insurance in favor of the Administrative Agent, in form and substancereasonably satisfactory to the Administrative Agent, that the Mortgage createsa valid, first priority Lien on the fee estate or leasehold estate, as the casemay be, in favor of the Administrative Agent for the benefit of theAdministrative Agent and the Lenders (except for Permitted Liens, if any, whichare expressly permitted by the Loan Documents to have priority over the Liensin favor of the Administrative Agent), together with appraisals and surveys ifrequested by the Administrative Agent; provided, however, that(A) with respect to any fee real Property having a fair market value ofless than $200,000, F.Y.I. and such Subsidiaries shall not be required toexecute, acknowledge or deliver such Mortgage or amendment or modification toan existing Mortgage unless or until fee real Property or Properties having anaggregate fair market value of $200,000 or more would be covered by any suchMortgage or amendment or modification to an existing Mortgage and, until suchtime, shall not be required to deliver such mortgagee policy of title insuranceor such appraisals (unless required by laws or regulations applicable to anyLender) or surveys with respect to such Properties or waivers of landlord liensor landlord agreements referred to herein and (B) with respect to anylease of real Property, F.Y.I. and such Subsidiaries shall not be required toexecute, acknowledge or deliver such Mortgage or amendment or modification toan existing Mortgage if the tangible Property of F.Y.I. and/or its Subsidiarieslocated and to be located thereon does not exceed $500,000 in aggregate fairmarket value.  Following the date ofeach such acquisition of Property, if requested by the Administrative Agent orthe Required Lenders,  F.Y.I. shall, andshall cause each of its Subsidiaries with an interest in such Properties to,(A) deliver or cause to be delivered to the Administrative Agent, amortgagee policy of title insurance insuring the Liens of the Mortgage coveringsuch fee real Property in an amount reasonably satisfactory to theAdministrative Agent on standard form policies (except for Permitted Liens, ifany, which are expressly permitted by the Loan Documents to have priority overthe Liens in favor of the Administrative Agent) and (B) provide theAdministrative Agent with a current environmental assessment of such Propertyin form and substance reasonably satisfactory to the Administrative Agent.  In addition, with respect to each suchleasehold estate, F.Y.I. shall, and shall cause each of its Subsidiaries to,use its best reasonable efforts to obtain either (1) waivers of landlord'sLiens from each lessor or (2) landlord agreements from each lessor, in form andsubstance reasonably satisfactory to the Administrative Agent.

###  

### (b)           Notwithstandinganything to the contrary contained in Section 5.4(a), in the eventthat additional security is required to be granted in accordance with Section 5.4(a),one or more Nonmaterial Subsidiaries (as the Administrative Agent may request)shall be required to grant Liens in accordance with Section 5.4(a)as if such Nonmaterial Subsidiaries were Material Subsidiaries if and to theextent necessary to ensure that (i) the aggregate total assets of allNonmaterial Subsidiaries that have not granted such Liens does not exceed fivepercent of the total assets of F.Y.I. and its Subsidiaries on a consolidatedbasis, (ii) the aggregate net worth of all Nonmaterial Subsidiaries that havenot granted such Liens does not exceed five percent of the total net worth ofF.Y.I. and its Subsidiaries on a consolidated basis, and (iii) theaggregate revenues of all Nonmaterial Subsidiaries that have not granted suchLiens does not exceed five percent of the revenues of F.Y.I. and itsSubsidiaries on a consolidated basis.

###  

## Section 5.5             Releaseof Collateral.

###  

### (a)           Uponany sale, transfer or other disposition of Collateral that is expresslypermitted under Section 9.8 and upon five Business Days prior writtenrequest by F.Y.I., the Administrative Agent shall execute at F.Y.I.'s expensesuch documents as may be necessary to evidence the release by theAdministrative Agent of its Liens on such Collateral; provided, however,that (i) the Administrative Agent shall not be required to release any Lien onany Collateral if a Default shall have occurred and be continuing,(ii) the Administrative Agent shall not be required to execute any suchdocument on terms which, in theAdministrative Agent's opinion, would expose theAdministrative Agent to liability or create any obligation not reimbursed byF.Y.I. or entail any consequences other than the release of such Lien withoutrecourse or warranty, and (iii) such release shall not in any mannerdischarge, affect or impair any of the Obligations or any of the AdministrativeAgent's Liens on any Collateral retained by F.Y.I. or any of its Subsidiaries,including, without limitation, its Liens on the proceeds of any such sale,transfer or other disposition.

###  

### (b)           If,after additional security has been granted in accordance with Section 5.4,the Funded Debt to EBITDA Ratio is less than 2.25 to 1.00 for two consecutivefiscal quarters of F.Y.I. and F.Y.I., at such time, has an investment graderating from either Moody's Investors Service, Inc. (Baa3 or better) or Standard& Poor's Corporation (BBB- or better) on an unsecured basis, theAdministrative Agent shall, upon the request of F.Y.I., execute at F.Y.I.'sexpense such documents as may be necessary to evidence the release by theAdministrative Agent of its Liens on any or all Collateral granted asadditional security in accordance with Section 5.4; provided, however,that (i) the Administrative Agent shall not be required to release anyLien on any Collateral if a Default shall have occurred and be continuing,(ii) the Administrative Agent shall not be required to execute any suchdocument on terms which, in the Administrative Agent's opinion, would exposethe Administrative Agent to liability or create any obligation not reimbursedby F.Y.I. or entail any consequences other than the release of such Lienwithout recourse or warranty, and (iii) such release shall not in anymanner discharge, affect or impair any of the Obligations or any of theAdministrative Agent's Liens on any Collateral retained by F.Y.I. or any of itsSubsidiaries, including, without limitation, its Liens on the proceeds of anysuch sale, transfer or other disposition.

###  

## Section 5.6             Setoff.  If an Event of Default shall have occurredand be continuing, each Lender is hereby authorized at any time and from timeto time, without notice to F.Y.I., any other Loan Party or any other Person(any such notice being hereby expressly waived by F.Y.I.), to set off and applyany and all deposits (general, time or demand, provisional or final) at anytime held and other indebtedness at any time owing by such Lender to or for thecredit or the account of F.Y.I. against any and all of the Obligations now orhereafter existing under this Agreement, such Lender's Note or any other LoanDocument, irrespective of whether or not the Administrative Agent or suchLender shall have made any demand under this Agreement, such Lender's Note orany such other Loan Document and although such Obligations may be unmatured.  Each Lender agrees promptly to notify F.Y.I.(with a copy to the Administrative Agent) after any such setoff andapplication, provided that the failure to give such notice shall notaffect the validity of such setoff and application.  The rights and remedies of each Lender hereunder are in additionto other rights and remedies (including, without limitation, other rights ofsetoff) which such Lender may have.

##  

## Section 5.7             Landlordand Mortgagee Waivers.  On or before the Closing Date with respectto a lease of real Property as to which the Administrative Agent has or is, inaccordance with Article 5 hereof, required to have a leaseholdMortgage, and prior to or concurrently with F.Y.I. or any of its Subsidiariesentering into a lease of real Property on or after the Closing Date as to whichthe Administrative Agent has or is, in accordance with Article 5,required to have a leasehold Mortgage, F.Y.I. shall, unless the AdministrativeAgent has waived such requirement in its discretion as to any particular leasedProperty, provide to the Administrative Agent an agreement of such of thelandlords and their lenders relating to such leased Properties, in form and substance reasonably satisfactoryto the Administrative Agent, including, without limitation, any leased Propertieswhere the landlord (i) owns any Capital Stock of F.Y.I., (ii) holdsany Seller Subordinated Debt, or (iii) is the beneficiary of or payeeunder any Seller Earn Out.

##  

# ARTICLE6

#  

# Conditions Precedent

##  

## Section 6.1             InitialLoans and Letter of Credit Conditions.  The agreement of the Administrative Agentand the Lenders to enter into this Agreement, and each of the obligations ofeach Lender to make its initial Loan under this Agreement and the obligation ofthe Issuing Bank to issue the initial Letter of Credit under this Agreement aresubject to the conditions precedent that the Administrative Agent shall havereceived, on or before the Effective Date, all of the following in form andsubstance satisfactory to the Administrative Agent and, in the case of actionsto be taken, evidence that the following required actions have been taken tothe satisfaction of the Administrative Agent:

###  

### (a)           Resolutions.  Resolutions of the Board of Directorsof  F.Y.I. and each Material Subsidiarycertified by its Secretary or an Assistant Secretary which authorize theexecution, delivery and performance by such Loan Party of the Loan Documents towhich it is or is to be a party;

###  

### (b)           IncumbencyCertificate.  A certificate ofincumbency certified by the Secretary or an Assistant Secretary of F.Y.I. andeach Material Subsidiary certifying the name of each officer or otherrepresentative of such Loan Party (i) who is authorized to sign the LoanDocuments to which such Loan Party is or is to be a party (including anycertificates contemplated therein), together with specimen signatures of eachsuch officer or other representative, and (ii) who will, until replaced byother officers or representatives duly authorized for that purpose, act as itsrepresentative for the purposes of signing documents and giving notices andother communications in connection with the Loan Documents and the transactionscontemplated thereby;

###  

### (c)           Articlesor Certificates of Incorporation, etc. The articles or certificates of incorporation, certificate of formation,certificate of limited partnership, partnership agreement or other applicableconstitutional document of F.Y.I. and each Material Subsidiary certified by theSecretary of State or other applicable Governmental Authority of the state orother jurisdiction of incorporation or organization of such Loan Party anddated as of a Current Date;

###  

### (d)           Bylaws.  The bylaws of F.Y.I. and each MaterialSubsidiary certified by the Secretary or an Assistant Secretary of such LoanParty;

###  

### (e)           GovernmentalCertificates.  Certificates ofappropriate officials as to the existence and good standing, status orcompliance, as applicable, of F.Y.I. and each Material Subsidiary in theirrespective jurisdictions of incorporation or organization and any and alljurisdictions where such Loan Party is qualified to do business as a foreigncorporation or other entity, each such certificate to be dated as of a CurrentDate;

###  

### (f)            Notes.  The Notes duly completed and executed byF.Y.I.;

###  

### (g)           Guaranties.  A Master Guaranty executed by each of theDomestic Subsidiaries of F.Y.I.;

###  

### (h)           SecurityAgreements.  Security Agreementsexecuted by F.Y.I. and each of its Subsidiaries which are required to grantLiens in accordance with Article 5 (including, without limitation,security agreements required in accordance with Section 5.1 and securityagreements, to be held in escrow by the Administrative Agent, required inaccordance with Section 5.4);

###  

### (i)            StockCertificates.  The stockcertificates representing all of the issued and outstanding Capital Stock ofeach of the Subsidiaries of F.Y.I. accompanied by appropriate stock powerssigned in blank;

###  

### (j)            FinancingStatements.  Financing statementsand all other requisite filing documents executed by the Loan Parties necessaryor appropriate to perfect the Liens created pursuant to the Security Documents(including, without limitation, financing statements relating to the securityagreements required in accordance with Section 5.1 and financingstatements, to be held in escrow by the Administrative Agent, relating to thesecurity agreements required in accordance with Section 5.4);

###  

### (k)           LienReleases.  Releases or assignmentsof Liens and UCC-3 financing statements in recordable form, as may be necessaryto reflect that the Liens created by the Security Documents are first priorityLiens (except for Permitted Liens, if any, which are expressly permitted by theLoan Documents to have priority over the Liens in favor of the AdministrativeAgent);

###  

### (l)            LienSearches. Lien searches in the names of F.Y.I. and each of its MaterialSubsidiaries (and in all names under which each such Person has done businesswithin the last five years and in all names of Persons who previously owned anyof the Properties constituting Collateral as the Administrative Agent mayrequire) in each state, county, parish or other jurisdiction where each suchPerson maintains an office or has Property, showing no financing statements orother Lien instruments of record except for Permitted Liens (and Liens releasedin accordance with Section 6.1(k));

###  

### (m)          Leases.  If requested by the Administrative Agent,copies of all leases (and all amendments and supplements thereto) pursuant towhich F.Y.I. or any of its Subsidiaries leases Mortgaged Properties;

###  

### (n)           Consents.  Copies of all material consents necessaryfor the execution, delivery and performance by each of the Loan Parties of theLoan Documents to which it is a party, which consents shall be certified by aResponsible Officer of the applicable Loan Party as true and correct copies ofsuch consents as of the Effective Date;

###  

### (o)           Permits.If requested by the Administrative Agent, copies of all material Permitsaffecting F.Y.I. or any of its Material Subsidiaries in connection with itsbusinesses or any of the Properties owned or leased by it, and evidencesatisfactory to the Administrative Agent that F.Y.I. and each of its MaterialSubsidiaries are able to conduct their businesses with the use of such Permitsin full force and effect;

###  

### (p)           Paymentof Principal, Interest, Fees and Expenses. F.Y.I. shall have paid in full (i) all outstanding principal of,and all accrued and unpaid interest and fees with respect to, the ExistingDebt, (ii) all fees due on or before the Effective Date as specified in thisAgreement or in the Fee Letter, and (iii) all fees and expenses of or incurredby the Administrative Agent and its counsel to the extent billed on or beforethe Effective Date and payable pursuant to this Agreement;

###  

### (q)           RegulatoryApprovals. Evidence satisfactory to the Administrative Agent that allfilings, consents or approvals with or of Governmental Authorities necessary toconsummate the transactions contemplated by the Loan Documents have been madeand obtained, as applicable, including, without limitation, all approvals or filings(if any) required under the Hart-Scott-Rodino Antitrust Improvements Act of1976 and the lapse of all waiting periods with respect thereto;

###  

### (r)            Compliancewith Laws.  As of the EffectiveDate, each Person that is a party to this Agreement or any of the other LoanDocuments shall have complied with all Governmental Requirements necessary toconsummate the transactions contemplated by this Agreement and the other LoanDocuments;

###  

### (s)           NoProhibitions.  No GovernmentalRequirement shall prohibit the consummation of the transactions contemplated bythis Agreement or any other Loan Document, and no order, judgment or decree ofany Governmental Authority or arbitrator shall, and no litigation or otherproceeding shall be pending or threatened which would, enjoin, prohibit,restrain or otherwise adversely affect the consummation of the transactionscontemplated by this Agreement and the other Loan Documents or otherwise have aMaterial Adverse Effect;

###  

### (t)            NoMaterial Adverse Change.  As of theEffective Date, no material adverse change shall have occurred with respect tothe condition (financial or otherwise), results of operations, business,operations, capitalization, assets or liabilities (actual or contingent) ofF.Y.I. and its Subsidiaries taken as a whole since December 31, 1999;

###  

### (u)           FinancialStatements.  If and to the extentnot previously delivered to the Administrative Agent, copies of each of thefinancial statements referred to in Section 7.2;

###  

### (v)           Opinionsof Counsel.  Favorable opinions (orcomfort letters with respect to clause (ii) succeeding) of(i) Locke Liddell & Sapp, LLP, counsel for the Loan Parties, and suchother counsel as may be acceptable to the Administrative Agent, in form andsubstance satisfactory to the Administrative Agent with respect to F.Y.I. andits Subsidiaries with respect to the Loan Documents and (ii) such othercounsel as may be acceptable to the Administrative Agent regarding the powerand authority of each of the Subsidiaries of F.Y.I. to execute and deliver itsGuaranty and Security Agreement under the laws of its jurisdiction ofincorporation or organization, as the Administrative Agent may require;

###  

### (w)          Opinionsof Local Counsel.  If and to theextent not previously delivered to the Administrative Agent, a favorable opinionor comfort letter (as the Administrative Agent may require) of local counsel tothe Administrative Agent in each state or province where Mortgaged Propertiesor Inventory owned by F.Y.I. or its Subsidiaries are located in form andsubstance satisfactory to the Administrative Agent; and

###  

### (x)            Accountant'sLetter.  If and to the extent notpreviously delivered to the Administrative Agent, a letter from F.Y.I.authorizing the independent public accountant of F.Y.I. and its Subsidiaries tocommunicate with the Administrative Agent and the Lenders and acknowledgingreliance by the Administrative Agent and the Lenders on past, present andfuture financial statements.

###  

### (y)           WiringInstructions.  Written instructionsfrom F.Y.I. to the Administrative Agent with respect to the disbursement of theproceeds of the Loans;

###  

### (z)            InsurancePolicies.  Originals of certificatesof insurance evidencing all insurance policies required by this Agreement andthe other Loan Documents, together with endorsements naming the AdministrativeAgent as loss payee under all such casualty insurance policies and theAdministrative Agent as an additional insured party under all such liabilitypolicies and, if requested by the Administrative Agent, copies of all suchinsurance policies.

###  

### (aa)         Letterof Credit Agreement.  With respectto any issuance of a Letter of Credit, a Letter of Credit Agreement in the formrequired by the Issuing Bank with respect thereto executed by F.Y.I.;

###  

### (bb)         SolvencyCertificate; Contribution Agreement. (i) A Solvency Certificate; and (ii) contribution agreements(or applicable amendments to any such agreements existing as of the EffectiveDate) between and among F.Y.I. and its Subsidiaries to evidence applicablerights of contribution;

###  

### (cc)         NoMaterial Litigation.  As of theEffective Date, no action, suit, investigation, or proceeding shall be pendingor threatened before any Governmental Authority that purports to affect F.Y.I.or any of its Subsidiaries that could reasonably be expected to result in aMaterial Adverse Effect or that could have a material adverse effect on theability of F.Y.I. or any of its Subsidiaries to perform their Obligations underthe Loan Documents;

###  

### (dd)         DueDiligence Review.  Receipt andreview, with results satisfactory to Administrative Agent and its counsel, ofinformation regarding litigation, tax, accounting, labor, insurance, pensionliabilities (actual or contingent), real estate leases, material contracts,debt agreements, property ownership, environmental matters, contingentliabilities and management of F.Y.I. and its Subsidiaries; and

###  

### (ee)         InformationSystems Review. Receipt and review, with results satisfactory toAdministrative Agent, of a complete review of F.Y.I.'s and its Subsidiaries'information systems by an independent firm acceptable to F.Y.I. and theAdministrative Agent.

 

F.Y.I. shall deliver, orcause to be delivered, to the Administrative Agent sufficient counterparts ofeach agreement, document or instrument to be received by the AdministrativeAgent under this Section 6.1 to permit the Administrative Agent todistribute a copy of the same to each of the Lenders.

 

## Section 6.2             AllExtensions of Credit.  The obligation of each Lender to make anyLoan (including the initial Loan) and the obligation of the Issuing Bank toissue any Letter of Credit (including the initial Letter of Credit) under thisAgreement are subject to the satisfaction of each of the conditions precedentset forth in Section 6.1 and each of the following additional conditionsprecedent:

###  

### (a)           NoDefault or Material Adverse Effect. No Default or Material Adverse Effect shall have occurred and becontinuing, or would result from such Loan or Letter of Credit;

###  

### (b)           Representationsand Warranties.  All of therepresentations and warranties of F.Y.I. and its Subsidiaries and the otherLoan Parties contained in Article 7 hereof and in the other LoanDocuments shall be true and correct on and as of the date of such Loan orLetter of Credit with the same force and effect as if such representations andwarranties had been made on and as of such date, except to the extent that suchrepresentations and warranties are expressly by their terms made only as of theClosing Date or another specified date; and

###  

### (c)           AdditionalDocumentation.  The Administrative Agentshall have received such additional approvals, opinions, agreement, documentsand instruments as the Administrative Agent may reasonably request.

 

Each notice of borrowingor request for the issuance of a Letter of Credit by F.Y.I. hereunder shall constitutea representation and warranty by F.Y.I. that the conditions precedent set forthin Sections 6.2(a) and (b) have been satisfied (both as ofthe date of such notice and, unless F.Y.I. otherwise notifies theAdministrative Agent prior to the date of such borrowing or Letter of Credit,as of the date of such borrowing or Letter of Credit).

 

## Section 6.3             ClosingCertificate.  The agreement of the Administrative Agentand the Lenders to enter into this Agreement, the obligations of the Lenders tomake the initial Loan and the obligation of the Issuing Bank to issue theinitial Letter of Credit are subject to the condition that the AdministrativeAgent receive, concurrently with the execution and delivery of this Agreement,a Closing Certificate in form and substance reasonably satisfactory to the Administrative Agent certifying as to the satisfaction ofeach of the conditions precedent set forth in Section 6.1.

##  

# ARTICLE 7

#  

# Representations and Warranties

 

F.Y.I.represents and warrants to the Administrative Agent and the Lenders that thefollowing statements are and, after giving effect to the transactionscontemplated hereby, will be true, correct and complete:

 

## Section 7.1             CorporateExistence.  Each Loan Party (a) is a corporationduly organized, validly existing and in good standing under the laws of thejurisdiction of its incorporation or organization, (b) has all requisitepower and authority to own its Properties and carry on its business as nowbeing or as proposed to be conducted, and (c) is qualified to do businessin all jurisdictions in which the nature of its business makes suchqualification necessary and where failure to so qualify would have a MaterialAdverse Effect.  Each Loan Party has thepower and authority and legal right to execute, deliver and perform itsobligations under the Loan Documents to which it is or may become a party.  F.Y.I. is a holding company and is not anoperating company and does not engage in any material business operations apartfrom the ownership and management of its Subsidiaries.

##  

## Section 7.2             FinancialStatements.

###  

### (a)           F.Y.I.has delivered to the Administrative Agent and the Lenders audited consolidatedfinancial statements of F.Y.I. and its Subsidiaries as of and for the fiscalyears ended December 31, 1997, 1998 and 1999, including, without limitation,balance sheets and income and cash flow statements.  To F.Y.I.'s knowledge, such financial statements are true andcorrect, have been prepared in accordance with GAAP and fairly and accuratelypresent, on a consolidated basis, the financial condition of F.Y.I. and itsconsolidated Subsidiaries, as of the respective dates indicated therein and theresults of operations for the respective periods indicated therein.  There has not been, as of the Closing Dateor the Effective Date, any material adverse change in the business, condition(financial or otherwise), operations or Properties of F.Y.I. or itsSubsidiaries or since the effective dates of the most recent applicablefinancial statements referred to in this Section 7.2(a).

###  

### (b)           TheProjections were prepared by F.Y.I. on a basis substantially consistent withthe financial statements referred to in Section 7.2(a).  The Projections represent, as of the ClosingDate and the Effective Date, the good faith estimate of F.Y.I. concerning theprobable financial condition and performance of F.Y.I. and its Subsidiariesbased on assumptions believed to be reasonable at the time made.

###  

## Section 7.3             CorporateAction: No Breach.  The execution, delivery and performance byeach Loan Party of the Loan Documents to which it is or may become a party andcompliance with the terms and provisions hereof and thereof have been dulyauthorized by all requisite corporate or other entity action on the part of theLoan Parties and do not and will not(a) violate or conflict with, or result in a breach of, or require anyconsent under (i) the articles or certificates of incorporation or bylaws ofany Loan Party, (ii) any Governmental Requirement applicable to a LoanParty or any of its Property or any order, writ, injunction or decree of anyGovernmental Authority or arbitrator applicable to a Loan Party or any of itsProperty, or (iii) any material agreement, document or instrument to whichany Loan Party is a party or by which any Loan Party or any of its Property isbound or subject, or (b) constitute a default under any such materialagreement, document or instrument, or result in the creation or imposition ofany Lien (except under the Security Documents as provided in Article 5)upon any of the revenues or Property of any Loan Party.

 

## Section 7.4             Operationof Business.  TheLoan Parties possess all material Permits, franchises, licenses andauthorizations necessary or appropriate to conduct their respective businessessubstantially as now conducted and where the failure to do so would constituteor result in a Material Adverse Effect. All of such material Permits, franchises, licenses and authorizations ofF.Y.I. and its Material Subsidiaries which constitute a GovernmentalRequirement or which are or are to be issued by any Governmental Authority aredisclosed on Schedule 7.4.  Noneof such Persons is in material violation of any such Permits, franchises,licenses or authorizations.

##  

## Section 7.5             IntellectualProperty.  The Loan Parties own or possess (or will belicensed or have the full right to use) all Intellectual Property which isnecessary for the operation of their respective businesses as presentlyconducted and as proposed to be conducted, without any known conflict with therights of others which could reasonably be expected to have a Material AdverseEffect.  The consummation of thetransactions contemplated by this Agreement and the other Loan Documents willnot materially alter or impair, individually or in the aggregate, any of suchrights of such Persons.  No product ofthe Loan Parties infringes upon any Intellectual Property owned by any otherPerson, and no claim or litigation is pending or, to the knowledge of F.Y.I. orany of its Subsidiaries, threatened against any Loan Party or any suchPerson contesting its right to use any product or material whichcould have a Material Adverse Effect. There is no violation by any Loan Party of any right of such Loan Partywith respect to any material Intellectual Property owned or used by such LoanParty which would constitute or result in a Material Adverse Effect.

 

## Section 7.6             Litigationand Judgments.  Each material action, suit, investigation orproceeding before or by any Governmental Authority or arbitrator pending or, tothe knowledge of  F.Y.I. or any of itsSubsidiaries, threatened against or affecting any Loan Party is disclosed on Schedule7.6.  None of such actions, suits,investigations or proceedings could, if adversely determined, have a MaterialAdverse Effect.  As of the Closing Dateand the Effective Date, there are no outstanding judgments against any LoanParty or any of their respective Subsidiaries.

 

## Section 7.7             Rightsin Properties; Liens.  Each of the Loan Parties has good andindefeasible title to or, except as expressly stated to the contrary on Schedule1.1(a), valid leasehold interestsin its Properties and assets, real and personal, including the Properties,assets and leasehold interests reflected in the financial statements describedin Section 7.2, and none of the Properties or leasehold interests ofF.Y.I. or any of its Material Subsidiaries or, to the best of F.Y.I.'sknowledge without undertaking a current Lien search, any of itsNonmaterialSubsidiaries is subject to any Lien, except Permitted Liens.  Except as disclosed on Schedule 7.7,neither F.Y.I. nor any of its Subsidiaries owns any right, title or interest inany real Properties.

 

## Section 7.8             Enforceability.The execution, delivery and performance of the Loan Documents to which each ofthe Loan Parties is a party have been duly authorized by resolutions of theboard of directors of such Loan Party (or other appropriate action authorizingsuch execution, delivery and performance has been taken with respect to eachLoan Party that is not a corporation). The Loan Documents have been duly and validly executed and delivered byeach of the Loan Parties that is a party thereto and constitute the legal,valid and binding obligations of the Loan Parties, enforceable against the LoanParties in accordance with their respective terms, except as limited bybankruptcy, insolvency or other laws of general application relating to theenforcement of creditors' rights and general principles of equity.

##  

## Section 7.9             Approvals.  No authorization, approval or consent of,and no filing or registration with or notice to, any Governmental Authority orthird party is or will be necessary for the execution, delivery or performanceby any Loan Party of any of the Loan Documents to which it is a party or forthe validity or enforceability thereof, except for such consents, approvals andfilings as have been validly obtained or made and are in full force andeffect.  None of the Loan Parties hasfailed to obtain any material governmental consent, approval, license, Permit,franchise or other governmental authorization necessary for the ownership ofany of its Properties or the conduct of its business.

 

## Section 7.10           Debt.  As of the Closing Date and the EffectiveDate, the Loan Parties and their Subsidiaries have no Debt except for (a) theObligations and (b) the Debt disclosed on Schedule 7.10 hereto.

 

## Section 7.11           Taxes.  The Loan Parties have filed all tax returns(federal, state and local) required to be filed, including all income,franchise, employment, Property and sales tax returns, andhave paid all of their respective liabilities (other than liabilities which donot, in the aggregate, exceed $100,000 in amount) for taxes, assessments,governmental charges and other levies that are due and payable, except suchtaxes, if any, the payment of which is currently being contested in good faithby appropriate proceedings diligently conducted by or on behalf of such Personand as to which, if required by GAAP, such Person has established adequatereserves.  F.Y.I. is not aware of anypending investigation of any Loan Party or any of their respectiveSubsidiaries, by any taxing authority or of any pending but unassessed taxliability of any Loan Party or any of their respective Subsidiaries, other thanwith respect to (a) ad valorem or other real property taxes not in excessof $100,000 as to any such Person and (b) other taxes in an aggregateamount as to any such Person which could not, if an adverse determination ismade with respect to such taxes, materially and adversely affect such Person,which (as to each of clauses (a) and (b) preceding) are currentlybeing contested in good faith by appropriate proceedings diligently conductedby or on behalf of such Person and as to which, if required byGAAP, such Person has established adequate reserves.  No tax Liens have been filed and, except asdisclosed on Schedule 7.11, no claims are being asserted against anyLoan Party or any of their respective Subsidiaries, with respect to any taxes; provided,however, that, with respect to the Nonmaterial Subsidiaries, suchrepresentation is made only to the best of F.Y.I.'sknowledge withoutundertaking a current Lien search. Except as disclosed on Schedule 7.11 hereto, as of the ClosingDate and the Effective Date, none of the U.S. income tax returns of the LoanParties or any of their respective Subsidiaries are under audit.  The charges, accruals and reserves on thebooks of the Loan Parties in respect of taxes or other governmental charges arein accordance with GAAP.

 

## Section 7.12           MarginSecurities.  Noneof the Loan Parties or any of their respective Subsidiaries is engagedprincipally, or as one of its important activities, in the business ofextending credit for the purpose of purchasing or carrying margin stock (withinthe meaning of Regulations T, U or X of the Board of Governors of the FederalReserve System), and no part of the proceeds of any Loan will be used topurchase or carry any margin stock or to extend credit to others for thepurpose of purchasing or carrying margin stock.

 

## Section 7.13           ERISA;Plans.  Neitherany Loan Party nor any ERISA Affiliate maintains or contributes to, or has anyobligation under, any Pension Plan other than the Pension Plans identified on Schedule7.13.  Except as specified on Schedule7.13, each Plan of each Loan Party is in compliance in all materialrespects with all applicable provisions of ERISA and the Code.  Except as specified on Schedule 7.13,neither a Reportable Event nor a Prohibited Transaction has occurred within thelast 60 months with respect to any Plan. No notice of intent to terminate a Pension Plan has been filed, nor hasany Pension Plan been terminated.  Nocircumstances exist which constitute grounds entitling the PBGC to instituteproceedings to terminate, or appoint a trustee to administer, a Pension Plan,nor has the PBGC instituted any such proceedings.  Neither any of the Loan Parties nor any ERISA Affiliate hascompletely or partially withdrawn from a Multiemployer Plan.  Each Loan Party and each ERISA Affiliatehave met their minimum funding requirements under ERISA and the Code withrespect to all of their Plans subject to such requirements, and, as of theClosing Date and the Effective Date except as specified on Schedule 7.13,the present value of all vested benefits under each funded Plan (exclusive ofany Multiemployer Plan) does not and will not exceed the fair market value ofall such Plan assets allocable to such benefits, as determined on the mostrecent valuation date of such Plan and in accordance with ERISA.  Neither any of the Loan Parties nor anyERISA Affiliate has incurred any liability to thePBGC under ERISA.  No litigation ispending or threatened concerning or involving any Plan.  There are no unfunded or unreserved liabilities(on either a going-concern basis or a wind-up basis) relating to any Plan thatcould, individually or in the aggregate, have a Material Adverse Effect if suchLoan Party were required to fund or reserve such liability in full.  As of the Closing Date and the EffectiveDate, no funding waivers have been or will have been requested or granted underSection 412 of the Code with respect to any Plan.  No unfunded or unreserved liability for benefits under any Planor Plans or (exclusive of any Multiemployer Plans) exceeds $2,000,000 withrespect to any such Plan or $4,000,000 with respect to all such Plans in theaggregate as of the Closing Date and the Effective Date, on either agoing-concern basis or a wind-up basis.

 

## Section 7.14           Disclosure.  No written statement, report, representationor warranty made by any Loan Party in any Loan Document or furnished to theAdministrative Agent or any Lender by any Loan Party in connection with theLoan Documents or the making ofthe Loans or issuance of the Letters of Credit as contemplated hereby containsany untrue statement (at the time such statement was made) of a material factor omits to state any material fact necessary to make the statements herein ortherein not misleading.  There is nofact knownto F.Y.I. which has had a Material Adverse Effect, andthere is no fact known to F.Y.I. which might in the future have a MaterialAdverse Effect, except as may have been disclosed in writing to theAdministrative Agent and the Lenders.

 

## Section 7.15           Capitalization.

 

### (a)           Onand as of the Closing Date and the Effective Date, the authorized CapitalStock, share ownership and par value per share of each of the Subsidiaries ofF.Y.I. are listed on Schedule 7.15.

 

### (b)           Allof the issued and outstanding Capital Stock of F.Y.I. and its Subsidiaries hasbeen validly issued and is fully paid and nonassessable.  Except as described on Schedule 7.15,there are no outstanding subscriptions, options, warrants, calls or rights(including preemptive rights) to acquire, and no outstanding securities orinstruments convertible into, Capital Stock of F.Y.I. or any of itsSubsidiaries.

 

### (c)           Onand as of the Closing Date and the Effective Date, each Material Subsidiary ofF.Y.I. is identified as such on Schedule 7.15 and, except as soidentified, F.Y.I. does not have any Material Subsidiaries on and as of suchdate.

 

## Section 7.16           Agreements.  None of the Loan Parties is a party to anyindenture, loan, credit agreement, stock purchase agreement or any lease orother agreement, document or instrument, or subject to any charter or corporaterestriction, that could reasonably be expected to have a Material AdverseEffect.  None of the Loan Parties is indefault in any respect in the performance, observance or fulfillment of any ofthe obligations, covenants or conditions contained in any agreement, documentor instrument binding on it or its Properties, except for instances ofnoncompliance that, individually or in the aggregate, could not have a MaterialAdverse Effect.

 

## Section 7.17           Compliancewith Laws.  Noneof the Loan Parties is in violation of any Governmental Requirement, except forinstances of non-compliance that, individually or in the aggregate, could nothave a Material Adverse Effect.

 

## Section 7.18           InvestmentCompany Act.  Noneof the Loan Parties is an "investment company" within the meaning ofthe Investment Company Act of 1940, as amended.

 

## Section 7.19           PublicUtility Holding Company Act.  None of the Loan Parties is a "holding company" or a"subsidiary company" of a "holding company" or an"affiliate" of a "holding company" or a "publicutility" within the meaning of the Public Utility Holding Company Act of1935, as amended.

 

## Section 7.20           EnvironmentalMatters.

 

### (a)           Exceptfor instances of noncompliance with or exceptions to any of the followingrepresentations and warranties that could not have, individually or in theaggregate, a Material Adverse Effect:

 

#### (i)            The Loan Parties and all of theirrespective Properties and operations are in full compliance with allEnvironmental Laws in all material respects. Neither F.Y.I. nor any of its Subsidiaries is aware of, and neitherF.Y.I. nor any of its Subsidiaries has received written notice of, any past,present or future conditions, events, activities, practices or incidents whichmay interfere with or prevent the compliance or continued compliance by anyLoan Party with all Environmental Laws;

 

#### (ii)           The Loan Parties have obtained allPermits that are required under applicable Environmental Laws, and all suchPermits are in good standing and all such Persons are in compliance with all ofthe terms and conditions thereof;

 

#### (iii)          No Hazardous Materials exist on, aboutor within or have been (to F.Y.I.'s or any of its Subsidiaries' knowledge) orare being used, generated, stored, transported, disposed of on or Released fromany of the Properties of the Loan Parties except in compliance with applicableEnvironmental Laws in all material respects. The use which the Loan Parties make and intend to make of theirrespective Properties will not result in the use, generation, storage, transportation,accumulation, disposal or Release of any Hazardous Material on, in or from anyof their Properties except in compliance with applicable Environmental Laws;

 

#### (iv)          Neither the Loan Parties nor any oftheir respective currently or previously owned or leased Properties oroperations is subject to any outstanding or, to the best of F.Y.I.'s or any ofits Subsidiaries' knowledge, threatened order from or agreement with anyGovernmental Authority or other Person or subject to any judicial or administrativeproceeding with respect to (A) any failure to comply with EnvironmentalLaws, (B) any Remedial Action, or (C) any Environmental Liabilities;

 

#### (v)           There are no conditions orcircumstances associated with the currently or previously owned or leased Propertiesor operations of the Loan Parties that could reasonably be expected to giverise to any Environmental Liabilities or claims resulting in any EnvironmentalLiabilities.  None of the Loan Partiesis subject to, or has received written notice of any claim from any Personalleging that any of the Loan Parties is or will be subject to, anyEnvironmental Liabilities;

 

#### (vi)          None of the Properties of the LoanParties is a treatment facility (except for the recycling of HazardousMaterials generated on-site and the treatment of liquid wastes subject to theClean Water Act or other applicable Environmental Law) for temporary storage ofHazardous Materials generated on-site prior to their disposal off-site) ordisposal facility requiring a permit under the Resource Conservation andRecovery Act, 42 U.S.C. ' 6901 et seq., regulations thereunder orany comparable provision of state law. The Loan Parties and their Subsidiaries are compliance with allapplicable financial responsibility requirements of all Environmental Laws; and

 

#### (vii)         None of the Loan Parties has failed tofile any notice required under applicable Environmental Law reporting aRelease.

 

### (b)           NoLien arising under any Environmental Law has attached to any Property orrevenues of any Loan Party.

 

## Section 7.21           LaborDisputes and Acts of God.  Neither the business nor the Properties of any Loan Party areaffected by any fire, explosion, accident, strike, lockout or other labordispute, drought, storm, hail, earthquake, embargo, act of God or of the publicenemy or other casualty (whether or not covered by insurance) that is having orcould have a Material Adverse Effect.

 

## Section 7.22           MaterialContracts. Attached hereto as Schedule 7.22 is a complete list, as of theClosing Date and the Effective Date, of all Material Contracts of the LoanParties, other than the Loan Documents. All of the Material Contracts are in full force and effect and none ofthe Loan Parties is in default under any Material Contract and, to the best ofF.Y.I.'s or any of its Subsidiaries' knowledge after due inquiry, no other Person that is a party thereto isin default under any of the Material Contracts.  None of the Material Contracts prohibit the transactionscontemplated under the Loan Documents. All of the Material Contracts have been transferred or assigned to, orare currently in the name of, a Loan Party. F.Y.I. has delivered to the Administrative Agent a complete and currentcopy of each Material Contract (other than purchase orders entered into in theordinary course of business) existing on the Closing Date and, with respect toeach Material Contract (other than purchase orders entered into in the ordinarycourse of business) entered into after the Closing Date, will deliver to theAdministrative Agent a complete and current copy of such Material Contract in areasonably prompt fashion after the creation thereof.

 

## Section 7.23           BankAccounts.  As of the Closing Date and the EffectiveDate, Schedule 7.23 sets forth the account numbers and location of allprimary bank accounts of F.Y.I.

 

## Section 7.24           OutstandingSecurities.  As ofthe Closing Date and the Effective Date, all outstanding securities (as definedin the Securities Act of 1933, as amended, or any successor thereto, and therules and regulations of the Securities and Exchange Commission thereunder) ofthe Loan Parties have been offered, issued, sold and delivered in compliancewith all applicable Governmental Requirements.  As of the Closing Date and the EffectiveDate, F.Y.I. has filed all registration statements, reports and other documentsrequired to be filed by it with the Securities and Exchange Commission and allsuch registration statements, reports and other documents are true and correctin all material respects.

 

## Section 7.25           Solvency.  F.Y.I. and each of its Subsidiaries, as aseparate entity, is Solvent as of the Closing Date and the Effective Date.

 

## Section 7.26           EmployeeMatters.  Exceptas set forth on Schedule 7.26, as of the Closing Date and the EffectiveDate (a) none of the Loan Parties or any of its respective Subsidiaries,or any of its respective employees, is subject to any collective bargainingagreement, and (b) no petition for certification or union election ispending with respect to the employees of any Loan Party or any of its respectiveSubsidiaries, and no union or collective bargaining unit has sought suchcertification or recognition with respect to the employees of any of the LoanParties or any of its respectiveSubsidiaries.  There are no strikes,slowdowns, work stoppages or controversies pending or, to the best knowledge ofF.Y.I. or any of its Subsidiaries after due inquiry,threatened against,any of the Loan Parties or any of its respective Subsidiaries, and itsrespective employees, which could have, either individually or in theaggregate, a Material Adverse Effect. Except as set forth on Schedule 7.26, as of the Closing Date andthe Effective Date, none of the Loan Parties or any of its respectiveSubsidiaries is subject to an employment contract.

 

## Section 7.27           Insurance.  Schedule 7.27 sets forth a summarydescription of all policies of insurance that will be in effect as of theClosing Date and the Effective Date for F.Y.I. and its Subsidiaries.  To the extent such policies have not beenreplaced, no notice of cancellation has been received for such policies andF.Y.I. and its Subsidiaries are in compliance with all of the terms andconditions of such policies.

 

## Section 7.28           CommonEnterprise.  Theexpertise and efforts of F.Y.I. and each of its Subsidiaries support and benefitthe other members of their affiliated corporate group.  F.Y.I. and each Subsidiary expect to derivesubstantial benefit (and F.Y.I. and each Subsidiary may reasonably be expectedto derive substantial benefit), directly and indirectly, from the Loans,Letters of Credit and the other transactions contemplated by this Agreement,both in their separate capacities and as a member of an affiliated andintegrated corporate group.  F.Y.I. andeach Subsidiary will receive reasonably equivalent value in exchange for thecollateral and guaranty being provided by it pursuant to Article 5 assecurity for the payment and performance of the Obligations.

 

# ARTICLE 8

#  

# Affirmative Covenants

 

F.Y.I.covenants and agrees that, as long as the Obligations or any part thereof areoutstanding or any Lender has any Commitment hereunder or any Letter of Creditremains outstanding, it will perform and observe, or cause to be performed andobserved, the following covenants:

 

## Section 8.1             ReportingRequirements.  F.Y.I. will furnish to the AdministrativeAgent (and the Administrative Agent shall distribute a copy of the same to eachLender in a reasonably prompt fashion after its receipt thereof):

 

### (a)           AnnualFinancial Statements.  As soon asavailable, and in any event within 90 days after the end of each fiscal year ofF.Y.I., beginning with the fiscal year ending December 31, 2000,(i) a copy of the annual audit report of F.Y.I. and its consolidatedSubsidiaries as of the end of and for such fiscal year then ended containing,on a consolidated and (if requested by the Administrative Agent) consolidatingbasis, balance sheets and statements of income, retained earnings and cashflow, in each case setting forth in comparative form the figures for thepreceding fiscal year, all in reasonable detail and audited and certified byindependent certified public accountants of recognized standing acceptable tothe Administrative Agent and containing no qualification thereto except as maybe reasonably acceptable to the Administrative Agent, to the effect that suchreport has been prepared in accordance with GAAP, (ii) a certificate ofsuch independent certified public accountants to the Administrative Agent(A) stating that to their knowledge no Default has occurred and iscontinuing or, if in their opinion a Default has occurred and is continuing,stating the nature thereof, and (B) confirming the calculations set forthin the officer's certificate delivered concurrently therewith, and(iii) if requested by the Administrative Agent, unaudited consolidatingbalance sheets and statements of income, retained earnings and cash flow, ineach case setting forth in comparative form the figures for the precedingfiscal year;

 

### (b)           QuarterlyFinancial Statements.  As soon asavailable, and in any event within 45 days after the end of each of the firstthree quarters of each fiscal year of F.Y.I., beginning with the fiscal quarterending March 31, 2001, a copy of (i) an unaudited financial report ofF.Y.I. and its consolidated Subsidiaries as of the end of such fiscal quarterand for the portion of the fiscal year then ended containing, on a consolidatedbasis, balance sheets and statements of income, retained earnings and cashflow, in each case setting forth in comparative form the figures for the correspondingperiod of the preceding fiscal year, all in reasonable detail certified by aResponsible Officer of F.Y.I. to have been prepared in accordance with GAAP andto fairly and accurately present (subject to year-end audit adjustments) thefinancial condition and results of operations of F.Y.I. and its consolidatedSubsidiaries, on a consolidated basis, at the date and for the periodsindicated therein and (ii) management's financial reports comparing actualfinancial results for the period to the current budget for the period;

 

### (c)           ComplianceCertificate.  Concurrently with thedelivery of each of the financial statements referred to in Sections 8.1(a)and 8.1(b)), a certificate, substantially in the form of Exhibit G  hereto, of a Responsible Officer of F.Y.I.(i) stating that, to the best of such officer's knowledge, no Default hasoccurred and is continuing or, if a Default has occurred and is continuing,stating the nature thereof and the action that has been taken and is proposedto be taken with respect thereto, and (ii) showing (with respect to eachcertificate delivered concurrently with the delivery of each of the financialstatements referred to in Section 8.1(a) and 8.1(b)) inreasonable detail the calculations demonstrating compliance with Section9.5(i) and Article 10, (iii) summarizing all material informationregarding each Acquisition made during the fiscal quarter then most recentlyended, which information shall include the names of the acquiror and the entitywhose Capital Stock or assets were acquired, the nature of the assets owned bythe acquired entity or acquired directly (as applicable), the nature of thebusiness of the acquired entity or in which the assets acquired were and willbe utilized (as applicable), the amount of the purchase price and all otherconsideration paid and payable in connection with such Acquisition and the formof such purchase price or other consideration, the remaining amount (if any) ineach "basket" referred to in the definition of the term "PermittedAcquisition" after giving effect to all of such Acquisitions and suchother information as the Administrative Agent may reasonably request, (iv)attaching (unless the Administrative Agent has agreed that the same need not beattached) the most recent financial statements of the entity whose CapitalStock or assets were acquired that are available to F.Y.I. and (if theAdministrative Agent so requests) a copy of all Permitted Acquisition Documentsrelating to such Acquisition referred to in clause (iii) preceding, and(v) certifying that each Acquisition referred to in clause (iii)preceding is a Permitted Acquisition (and including financial data supportingsuch certification if requested by the Administrative Agent) and that no otherAcquisitions were consummated during the fiscal quarter then most recentlyended;

 

### (d)           Budget.  Promptly upon any request therefor by theAdministrative Agent,  a copy of thebudget of F.Y.I. and its Subsidiaries on a consolidated basis for each fiscalyear (segregated by entity with respect to each entity, if any, to be acquiredwhich is included in such budget and segregated by quarter or month and settingforth all material assumptions);

 

### (e)           ManagementLetters.  Promptly upon any requesttherefor by the Administrative Agent, a copy of any management letter orwritten report submitted to any Loan Party by independent certified publicaccountants with respect to the business, condition (financial or otherwise),operations, prospects or Properties of any such Person;

 

### (f)            Noticeof Litigation.  Promptly after thecommencement thereof, notice of all actions, suits and proceedings before anyGovernmental Authority or arbitrator affecting any Loan Party which, ifdetermined adversely to any such Person could have a Material Adverse Effect;

 

### (g)           Noticeof Default.  As soon as possible andin any event immediately upon F.Y.I.'s knowledge or the knowledge of anySubsidiary of F.Y.I. of the occurrence of any Default, a written notice settingforth the details of such Default and the action that F.Y.I. or such Subsidiaryhas taken and proposes to take with respect thereto, and F.Y.I. will also atthat time provide notice of such Default to each holder of Seller SubordinatedDebt;

 

### (h)           ERISAReports.  Promptly after the filingor receipt thereof, copies of all reports, including annual reports, andnotices which any Loan Party or any of its ERISA Affiliates files with orreceives from the PBGC or the U.S. Department of Labor under ERISA; and as soonas possible and in any event within five days after any such Person knows orhas reason to know that any Pension Plan is insolvent, or that any ReportableEvent or Prohibited Transaction has occurred with respect to any Plan or thatthe PBGC, any Loan Party or any ERISA Affiliate has instituted or will instituteproceedings under ERISA to terminate or withdraw from or reorganize any PensionPlan, a certificate of a Responsible Officer of such Loan Party setting forththe details as to such insolvency, withdrawal, Reportable Event, ProhibitedTransaction, tax or penalty or termination and the action that such Loan Partyhas taken and proposes to take with respect thereto;

 

### (i)            Reportsto Other Creditors.  Promptly afterthe furnishing thereof, a copy of any statement or report furnished by any LoanParty to any other party pursuant to the terms of any indenture, loan, stockpurchase or credit or similar agreement and not otherwise required to befurnished to the Administrative Agent and the Lenders pursuant to any othersubsection of this Section 8.1;

 

### (j)            Noticeof Material Adverse Effect.  Withinfive Business Days after F.Y.I. or any Subsidiary of F.Y.I. becomes awarethereof, written notice of any matter that could have a Material AdverseEffect;

 

### (k)           ProxyStatements, Etc.  Promptly upon anyrequest therefor by the Administrative Agent, one copy of each financialstatement, report, notice or proxy statement sent by any Loan Party to itsstockholders generally and one copy of each regular, periodic or specialreport, registration statement or prospectus filed by any Loan Party with anysecurities exchange or the Securities and Exchange Commission or any successoragency, and of all press releases and other statements made by any of the LoanParties to the public containing material developments in its business;

 

### (l)            Noticeof New Properties and Subsidiaries. If additional security has been granted (and not released) in accordancewith the terms of Section 5.4, concurrently with the delivery of each ofthe financial statements referred to in Sections 8.1(a) and 8.1(b),notice of (i) any real Property acquired or any lease of real Propertywhich meets the criteria set forth in Section 5.4 entered into by F.Y.I.or any of its Subsidiaries as lessee, (ii) any additional patents,copyrights and trademarks, and any other Intellectual Property of which theAdministrative Agent should be aware in order to ensure its Lien thereon,acquired by F.Y.I. or any of its Subsidiaries, and (iii) the creation oracquisition of any direct or indirect Subsidiary of F.Y.I. after the ClosingDate and subsequent to the last delivery of such information;

 

### (m)          Appraisals.  From time to time if the AdministrativeAgent determines that such appraisals are required to comply with applicableGovernmental Requirements or to syndicate the Loans, appraisals of theMortgaged Properties reasonably satisfactory in form and substance to theAdministrative Agent (such appraisals to be at the expense of F.Y.I.);

 

### (n)           Insurance.  Within 30 days after any request therefor bythe Administrative Agent, a report in form and substance reasonablysatisfactory to the Administrative Agent summarizing all material insurancecoverage maintained by F.Y.I. and its Subsidiaries as of the date of suchreport and all material insurance coverage planned to be maintained by suchPersons in the subsequent fiscal year;

 

### (o)           PlanInformation.  From time to time, asreasonably requested by the Administrative Agent or any Lender, such books,records and other documents relating to the any Pension Plan as theAdministrative Agent or any Lender shall specify; prior to any termination,partial termination or merger of a Pension Plan covering employees of F.Y.I. orany Subsidiary of F.Y.I. or any ERISA Affiliate, or a transfer of assets of aPension Plan covering employees of F.Y.I. or any Subsidiary of F.Y.I. or anyERISA Affiliate, written notification thereof; promptly upon F.Y.I.'s or anyF.Y.I. Subsidiary's receipt thereof, a copy of any determination letter oradvisory opinion regarding any Pension Plan received from any GovernmentalAuthority and any amendment or modification thereto as may be necessary as acondition to obtaining a favorable determination letter or advisory opinion;and promptly upon the occurrence thereof, written notification of any actionrequested by any Governmental Authority to be taken as a condition to any suchdetermination letter or advisory opinion;

 

### (p)           EnvironmentalAssessments and Notices.  Promptlyafter the receipt thereof, a copy of each environmental assessment (includingany analysis relating thereto) prepared with respect to any real Property ofany Loan Party and each notice sent by any Governmental Authority relating toany failure or alleged failure to comply with any Environmental Law or anyliability with respect thereto;

 

### (q)           GeneralInformation.  Promptly, such otherinformation concerning the Loan Parties and their respective Subsidiaries asthe Administrative Agent or any Lender may from time to time reasonablyrequest; and

 

### (r)            SolvencyCertificate.  At the time of themaking of the initial Loan or the issuance of the initial Letter of Credit andat the making of each Loan thereafter, a Solvency Certificate.

 

## Section 8.2             Maintenanceof Existence, Conduct of Business.  F.Y.I. will, and will cause each of itsSubsidiaries to (except as may be otherwise permitted by Section 9.3),preserve and maintain its corporate existence and all of its material leases,privileges, licenses, Permits, franchises, qualifications, IntellectualProperty, intangible Property and rights that are necessary in the ordinaryconduct of its business.  F.Y.I. will,and will cause each of its Subsidiaries to, conduct its business in an orderlyand efficient manner in accordance with good business practices, in each case inall material respects.

 

## Section 8.3             Maintenanceof Properties. F.Y.I. will, and will in all material respects cause each of itsSubsidiaries to, maintain, keep and preserve all of its Properties necessary orappropriate in the proper conduct of its business in good repair, working orderand condition (ordinary wear and tear excepted) and make all necessary repairs,renewals, replacements, betterments and improvements thereof.

 

## Section 8.4             Taxesand Claims. F.Y.I. will, and will cause each of its Subsidiaries to, pay ordischarge at or before maturity or before becoming delinquent (a) alltaxes, levies, assessments and governmental charges (other than those which donot, in the aggregate, exceed $100,000 in amount) imposed on it or its incomeor profits or any of its Property and (b) all lawful claims for labor,material and supplies, which, if unpaid, might become a Lien upon any of itsProperty; provided, however, that neither F.Y.I. nor any of itsSubsidiaries shall be required to pay or discharge any tax, levy, assessment orgovernmental charge or claim for labor, material or supplies whose amount,applicability or validity is being contested in good faith by appropriateproceedings being diligently pursued and for which adequate reserves have beenestablished under GAAP.

 

## Section 8.5             Insurance.

 

### (a)           F.Y.I.will, and will cause each of its Subsidiaries to, keep insured by financiallysound and reputable insurers all Property of a character usually insured byresponsible corporations engaged in the same or a similar business similarlysituated against loss or damage of the kinds and in the amounts customarilyinsured against by such corporations or entities and carry such other insuranceas is usually carried by such corporations or entities, provided that inany event F.Y.I. and its Subsidiaries (as appropriate) will maintain:

 

#### (i)            Property Insurance. Insuranceagainst loss or damage covering substantially all of the tangible real andpersonal Property and improvements of F.Y.I. and each of its Subsidiaries byreason of any Peril (as defined below) in such amounts (subject to anydeductibles as shall be satisfactory to the Administrative Agent) as shall bereasonable and customary and sufficient to avoid the insured named therein frombecoming a co-insurer of any loss under such policy, but in any event in suchamounts as are reasonably available as determined by F.Y.I.'s independentinsurance broker reasonably acceptable to the Administrative Agent.

 

#### (ii)           Automobile Liability Insurance forBodily Injury and Property Damage. Insurance in respect of all vehicles (whether owned, hired or rented byF.Y.I. or any of its Subsidiaries) at any time located at, or used inconnection with, its Properties or operations against liabilities for bodilyinjury and Property damage in such amounts as are then customary for vehiclesused in connection with similar Properties and businesses, but in any event tothe extent required by applicable law.

 

#### (iii)          Comprehensive General LiabilityInsurance.  Insurance against claimsfor bodily injury, death or Property damage occurring on, in or about theProperty (and adjoining streets, sidewalks and waterways) of F.Y.I. and itsSubsidiaries, in such amounts as are then customary for Property similar in usein the jurisdictions where such Properties are located.

 

#### (iv)          Worker's Compensation Insurance.  Worker's compensation insurance (includingemployers' liability insurance) to the extent required by applicable law, whichmay be self-insurance to the extent permitted by applicable law.

 

#### (v)           Product Liability Insurance.  Insurance against claims for bodily injury,death or Property damage resulting from the use of products sold by F.Y.I. orany of its Subsidiaries to the extent and in such amounts as then customarilymaintained by responsible Persons engaged in businesses similar to that ofF.Y.I. and/or any of its Subsidiaries.

 

#### (vi)          Business Interruption Insurance.  Insurance against loss of operating incomeearned from the operation of the Properties of F.Y.I. and its Subsidiaries, byreason of any Peril (to the extent reasonably available) affecting theoperation thereof, and insurance against any other insurable loss of operatingincome by reason of any business interruption affecting F.Y.I. or any of itsSubsidiaries to the extent covered by standard business interruption policiesin the applicable states.

 

Such insurance shall bewritten by financially responsible companies selected by F.Y.I. and having anA.M. Best Rating of "A-" or better and being in a financial sizecategory of "VI" or larger, or by other companies reasonablyacceptable to the Required Lenders.  Nolater than the date of the making of the initial Loan or the issuance of theinitial Letter of Credit, each policy referred to in this Section 8.5shall provide that it will not be canceled, amended or reduced except after notless than 30 days' prior written notice to the Administrative Agent and shallalso provide that the interests of the Administrative Agent and the Lendersshall not be invalidated by any act or negligence of F.Y.I. or any of itsSubsidiaries.  F.Y.I. will advise theAdministrative Agent promptly of any policy cancellation, reduction oramendment.  For purposes hereof, theterm "Peril" shall mean, collectively, fire, lightning, flood,windstorm, hail, explosion, riot and civil commotion, vandalism and maliciousmischief, damage from aircraft, vehicles and smoke and other perils covered bythe "all-risk" endorsement then in use in the jurisdictions where theProperties of F.Y.I. and its Subsidiaries are located.

 

### (b)           Ifa Default shall have occurred and be continuing, F.Y.I. will cause all proceedsof insurance paid on account of the loss of or damage to any Property of F.Y.I.or any of its Subsidiaries and all awards of compensation for any Property ofF.Y.I. or any of its Subsidiaries taken by condemnation or eminent domain to bepaid directly to the Administrative Agent to be applied against or held assecurity for the Obligations, at the election of the Administrative Agent andthe Required Lenders.

 

## Section 8.6             InspectionRights.  F.Y.I. will,and will cause each of its Subsidiaries to, permit representatives and agentsof the Administrative Agent and each Lender, during normal business hours andupon reasonable notice to F.Y.I., to examine, copy and make extracts from itsbooks and records, to visit and inspect its Properties and to discuss itsbusiness, operations and financial condition with its officers and independentcertified public accountants.  F.Y.I.will authorize its accountants in writing (with a copy to the AdministrativeAgent) to comply with this Section 8.6. The Administrative Agent or its representatives may, at any time andfrom time to time at F.Y.I.'s expense, conduct field exams for such purposes asthe Administrative Agent may reasonably request.

 

## Section 8.7             KeepingBooks and Records. F.Y.I. will, and will cause each of its Subsidiaries to, maintainappropriate books of record and account in accordance with GAAP consistentlyapplied in which true, full and correct entries will be made of all theirrespective dealings and business affairs. If any Accounting Changes from the accounting principles used in thepreparation of the financial statements referenced in Section 8.1 arehereafter required or permitted by GAAP and are adopted by any F.Y.I. or any ofits Subsidiaries, the provisions of Section 1.3(a) shall be applicablethereto; provided that, until any necessary amendments have been made,the certificate required to be delivered under Section 8.1(c) hereofdemonstrating compliance with Article 10 shall include calculationssetting forth the adjustments from the relevant items as shown in the currentfinancial statements based on the changes to GAAP to the corresponding itemsbased on GAAP as used in the financial statements referenced in Section 7.2(a),in order to demonstrate how such financial covenant compliance was derived fromthe current financial statements.

 

## Section 8.8             Compliancewith Laws.  F.Y.I. will, and will cause each of itsSubsidiaries to, comply with all applicable Governmental Requirements, exceptfor instances of noncompliance that could not have, individually or in theaggregate, a Material Adverse Effect.

 

## Section 8.9             Compliancewith Agreements. F.Y.I. will, and will cause each of its Subsidiaries to, comply with allagreements, contracts and instruments binding on it or affecting its Propertiesor business, except for instances of noncompliance that could not have,individually or in the aggregate, a Material Adverse Effect.

 

## Section 8.10           FurtherAssurances. F.Y.I. will, and will cause each of its Subsidiaries to, execute anddeliver such further agreements, documents and instruments and take suchfurther action as may be reasonably requested by the Administrative Agent tocarry out the provisions and purposes of this Agreement and the other LoanDocuments, to evidence the Obligations and to create, preserve, maintain andperfect the Liens of the Administrative Agent for the benefit ofitself and the Lenders in and to the Collateral and the required priority ofsuch Liens.

 

## Section 8.11           ERISA;Plans.  F.Y.I.will, and will cause each of its ERISA Affiliates to, comply with all minimumfunding requirements and all other material requirements of ERISA or othercomparable Governmental Requirement, if applicable, so as not to give rise toany liability thereunder.

 

## Section 8.12           TradeAccounts Payable. F.Y.I. will, and will cause each of its Subsidiaries to, pay all tradeaccounts payable before the same become more than 90 days past due, except(a) trade accounts payable contested in good faith or (b) tradeaccounts payable in an aggregate amount not to exceed at any time outstanding$400,000 and with respect to which no proceeding to enforce collection has beencommenced or, to the knowledge of F.Y.I. or any Subsidiary of F.Y.I.,threatened.

 

## Section 8.13           NoConsolidation. F.Y.I. will, and (except with respect to clause (a)succeeding which shall not be applicable to Subsidiaries of F.Y.I.) will causeeach of its Subsidiaries to:

 

### (a)           withrespect to F.Y.I. only, provide that, at all times, at least one(1) member of its board of directors or at least one (1) of itsofficers will be a Person who is not an officer, director or employee of anyAffiliate of F.Y.I. or any other Subsidiary;

 

### (b)           maintaincorporate records and books of account separate from those of any corporationwhich is an Affiliate of F.Y.I. and separate from those of any Subsidiary ofF.Y.I.;

 

### (c)           notcommingle its funds or assets with those of any corporation which is anAffiliate of F.Y.I. or with those of any Subsidiary of F.Y.I.; and

 

### (d)           providethat its board of directors will hold all appropriate meetings (or, to theextent allowed by applicable law, act by written consent) to authorize andapprove such Person's corporate actions.

 

## Section 8.14           InterestRate Protection. F.Y.I. will, commencing on or before the 120th day after the ClosingDate, maintain in full force and effect for a period of two years, one or moreInterest Rate Protection Agreements, in form and substance reasonablysatisfactory to the Administrative Agent, that enable F.Y.I. to fix or place a limit upon a rate of interestwith respect to at least an aggregate notional amount of the lesser of$50,000,000 or 100% of the Funded Debt of F.Y.I. and its Subsidiaries bearinginterest at a variable rate.

#  

# ARTICLE9

#  

# Negative Covenants

 

Eachof F.Y.I. and each of its Subsidiaries jointly and severally covenants andagrees that, as long as the Obligations or any part thereof are outstanding orany Lender has any Commitment hereunder or any Letter of Credit remains outstanding,it will perform and observe, or cause to be performed and observed, thefollowing covenants:

 

## Section 9.1             Debt.  F.Y.I. will not, and will not permit any ofits Subsidiaries to, incur, create, assume or permit to exist any Debt, except:

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### (a)           Debtof F.Y.I. and its Subsidiaries to the Lenders pursuant to the Loan Documents;

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### (b)           ExistingDebt described on Schedule 7.10 hereto and renewals, replacements (onterms no more onerous to the borrower than the existing terms), and extensionsof such Debt which do not increase the outstanding principal amount of, suchDebt and the terms and provisions of which are not materially more onerous thanthe terms and conditions of such Debt on the Closing Date;

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### (c)           purchasemoney Debt (including, without limitation, Capital Lease Obligations) securedby purchase money Liens, which Debt and Liens are permitted under and meet allof the requirements of clause (g) of the definition of "PermittedLiens" contained in Section 1.1; provided, however,that (i) the aggregate outstanding principal amount of purchase money Debt(including, without limitation, Capital Lease Obligations) permitted by this Section9.1(c)plus (ii) the aggregate, unamortized sales price paid toF.Y.I. and/or its Subsidiaries with respect to sales of Property in connectionwith Sale and Leaseback Transactions shall not at any time exceed $10,000,000;

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### (d)           SellerSubordinated Debt and other Debt that is subordinated to the Obligationspursuant to documentation in form and substance reasonably satisfactory to theAdministrative Agent ("Other Subordinated Debt"); provided,however, that (i) the aggregate outstanding principal amount of SellerSubordinated Debt shall not at any time exceed $10,000,000, (ii) the aggregateprincipal amount of Other Subordinated Debt shall not at any time exceed$10,000,000, (iii) any Other Subordinated Debt created or incurred shall beunsecured and shall not mature until after the Maturity Date, and (iv) noSeller Subordinated Debt or Other Subordinated Debt may be created or incurredduring the continuance of any Default or Event of Default or if a Default orEvent of Default would result from the creation or incurrence of such Debt;

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### (e)           IntercompanyDebt between or among F.Y.I. and any of its Wholly-Owned Subsidiaries incurredin the ordinary course of business, subject to the requirement that any and allof the Debt permitted pursuant to this Section 9.1(e) shall beunsecured, shall be evidenced by instruments satisfactory to the AdministrativeAgent which will be pledged to the Administrative Agent for the benefit of theAdministrative Agent and the Lenders and shall be subordinated to theObligations pursuant to a subordination agreement in form and substancesatisfactory to the Administrative Agent (the foregoing being referred to as"Intercompany Debt"); providedalso that theaggregate sum of (i) the outstanding principal amount of the loans, advancesand other extensions of credit made to Foreign Subsidiaries by F.Y.I. and itsDomestic Subsidiaries plus (ii) the Investments by F.Y.I. in any ForeignSubsidiary (collectively, the "Foreign Debt and Investment")shall not at any time exceed an amount equal to the product of the book valueof the total assets of F.Y.I. and its Subsidiaries, on a consolidated basis inaccordance with GAAP, multiplied by 5% (such product herein the "MaximumForeign Amount").

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### (f)            Obligationsunder Interest Rate Protection Agreements and Currency Hedge Agreements, providedthat each counterparty shall be Bank of America or another counterparty ratedin one of the three highest rating categories of Standard and Poors Corporationor Moody's Investors Service, Inc., and provided that the maximum amount forwhich interest may be fixed or capped under all such Interest Rate ProtectionAgreements may not exceed one hundred percent (100%) of the Debt of F.Y.I. andits Subsidiaries, and provided further, however, that the maximum amount ofcurrency for which risk may be hedged under a Currency Hedge Agreement may notexceed one hundred percent (100%) of the foreign currency at risk in thetransactions in which F.Y.I. and its Subsidiaries are engaged;

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### (g)           Liabilitiesof F.Y.I. or any F.Y.I. Subsidiary in respect of unfunded vested benefits underany Plan if and to the extent that the existence of such liabilities will notconstitute, cause or result in a Default; and

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### (h)           Upto $27,500,000 of additional Obligations under this Agreement (secured by theCollateral) in the event that F.Y.I. is able to identify existing or additionalLenders willing to commit to advance such additional amount, providedthat (i) if F.Y.I. identifies additional Lenders willing to commit suchadditional amount, F.Y.I. shall give the existing Lenders notice of its intentto amend this Agreement to include such additional Lenders and the existingLenders shall have a 30 day period after the receipt of such notice to increasetheir commitments hereunder prior to any such amendment, (ii) as of the ClosingDate and the Effective Date, none of the Lenders party hereto have agreed tocommit to advance any such additional amount, (iii) the weighted average lifeto maturity and maximum contractual interest rate of such additionalObligations shall not exceed (or, in the case of maturity, be materially lessthan) those of the current Obligations, (iv) no changes to the covenantscontained herein will be made without the consent of Required Lenders, (v) noDefault or Event of Default shall have occurred and be continuing, and (vi)such additional commitments and obligations must be evidenced by an amendmentto this Agreement in form and substance satisfactory to the AdministrativeAgent (without further approval by or execution of such amendment by theLenders (other than the existing or new Lenders providing such increased or newcommitments) being required);

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provided,however, that, notwithstanding the foregoing, the aggregate outstandingprincipal amount of Debt of F.Y.I. and the Subsidiaries of F.Y.I., exclusive ofDebt referred to in clauses (a) and (h) preceding, shall not atany time exceed $25,000,000.

 

## Section 9.2             Limitationon Liens.  F.Y.I. will not, and will not permit any ofits Subsidiaries to, incur, create, assume or permit to exist any Lien upon anyof its Property or revenues, whether now owned or hereafter acquired, exceptPermitted Liens.

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## Section 9.3             Mergers,Etc. F.Y.I. will not, and will not permit itsSubsidiaries to, (a) become a party to a merger or consolidation,(b) wind-up, dissolve or liquidate itself, or (c) purchase or acquireall or a material or substantial part of the business or Properties of anyPerson; provided, however, that (i) Permitted Acquisitions(but no other Acquisitions) shall be permitted, and (ii)  any Subsidiaryof F.Y.I. that is not a Foreign Subsidiary may merge with and into F.Y.I. ifF.Y.I. is the entity surviving such merger and any Subsidiary of F.Y.I. that isnot a Foreign Subsidiary may merge with and into any Wholly-Owned Subsidiary ofF.Y.I. that is notaForeign Subsidiary if such Wholly-Owned Subsidiary is the entity surviving suchmerger and no consideration is given by the surviving entity in such mergerother than Capital Stock of the surviving entity and such Capital Stock ispledged to the Administrative Agent, on behalf of the Administrative Agent andthe Lenders, as security for the Obligations pursuant to Section 9.6.The surviving entity in any such merger shall ratify the Security Documents andother obligations of the non-surviving entity under the Loan Documents.

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## Section 9.4             RestrictedPayments.  F.Y.I.will not, and will not permit any of its Subsidiaries to, make any RestrictedPayments, except:

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### (a)           Subsidiariesof F.Y.I. may declare and pay dividends to F.Y.I.;

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### (b)           TheSubsidiaries of F.Y.I. may make tax payments to F.Y.I. if and to the extentthat all such payments are promptly paid by F.Y.I. to the appropriateGovernmental Authority to whom such payments are owed; provided that in noevent shall such payments be greater than the amounts actually paid by F.Y.I.in respect of such taxes;

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### (c)           Tothe extent required by the terms of any employment agreement, purchases byF.Y.I. of shares of F.Y.I. Common Stock from employees of F.Y.I. or itsSubsidiaries upon the termination of the employment of such employees, providedthat the amount paid therefor shall not exceed the fair market value of suchshares to be purchased and shall not exceed $250,000 in the aggregate duringany fiscal year or a cumulative total of $350,000 in the aggregate during theterm of this Agreement and F.Y.I. shall grant to the Administrative Agent, forthe benefit of the Administrative Agent and the Lenders, a Lien on all of suchshares purchased by F.Y.I. as security for the Obligations pursuant to a pledgeagreement in form and substance reasonably satisfactory to the AdministrativeAgent;

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### (d)           F.Y.I.may make Permitted Share Repurchases; and

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### (e)           Tothe extent permitted under Sections 9.5(g) and 9.5(h);

 

provided,however, that no Restricted Payments may be made pursuant to clauses(a), (b), (c), (d) or (e) preceding if aDefault exists at the time of such Restricted Payment or would resulttherefrom.

 

## Section 9.5             Investments.  F.Y.I. will not, and will not permit any ofits Subsidiaries to, make or permit to remain outstanding any advance, loan,extension of credit or capital contribution to or investment in any Person, orpurchase or own any stock, bonds, notes, debentures or other securities of anyPerson, or be or become a joint venturer with or partner of any Person (allsuch transactions being herein called "Investments"), except:

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### (a)           Investmentsin obligations or securities received in settlement of debts (created in theordinary course of business) owing to F.Y.I. or any of its Subsidiaries;

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### (b)           ExistingInvestments identified on Schedule 9.5 hereto;

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### (c)           Investmentsin securities issued or guaranteed by the U.S. or any agency thereof withmaturities of one year or less from the date of acquisition;

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### (d)           Investmentsin certificates of deposit and Eurodollar time deposits with maturities of sixmonths or less from the date of acquisition, bankers' acceptances withmaturities not exceeding six months and overnight bank deposits, in each casewith any Lender or with any domestic commercial bank having capital and surplusin excess of $500,000,000;

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### (e)           Investmentsin repurchase obligations with a term of not more than seven days forsecurities of the types described in clause (c) preceding with anyLender or with any domestic commercial bank having capital and surplus inexcess of $500,000,000;

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### (f)            Investmentsin commercial paper of a domestic issuer rated A-1 or better or P-1 or betterby Standard & Poor's Corporation or Moody's Investors Services, Inc.,respectively, maturing not more than six months from the date of acquisition,including, without limitation, the Dreyfus Cash Management Plus fund or similarfunds used to facilitate efficient short-term cash management;

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### (g)           (i)Investments by F.Y.I. and its Subsidiaries in its Subsidiaries existing on theClosing Date, (ii) any Investments of F.Y.I. in its Subsidiaries whichrepresent amounts invested in such Subsidiary to enable such Subsidiary (A) topay all or a portion of the purchase consideration for a Permitted Acquisition,(B) to make Permitted Capital Expenditures, (C) to retire any Existing Debt, or(D) to retire any Debt assumed in connection with a Permitted Acquisition, and(iii) Investments by F.Y.I. in Wholly-Owned Subsidiaries of F.Y.I.; provided,that the Foreign Debt and Investments shall not at any time exceed an amountequal to the Maximum Foreign Amount.

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### (h)           IntercompanyDebt permitted pursuant to Section 9.1(e);

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### (i)            upto $10,000,000 in Investments made by F.Y.I., and owned by F.Y.I. and not anySubsidiary of F.Y.I., in publicly traded equity securities of a Person whosematerial business and properties are all located in the U.S. or Canada and whois engaged in a business similar or complementary to the business of F.Y.I. ora Subsidiary of F.Y.I. and which has generated positive EBITDA during thetwelve-month period preceding the purchase of such securities so long as theaggregate of such equity securities owned by F.Y.I. does not at any time exceed(a) 5% of the total assets of F.Y.I. and its consolidated Subsidiaries asdetermined in accordance with GAAP;

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### (j)            Investmentswhich constitute Permitted Acquisitions; and

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### (k)           Investmentsmade in the ordinary course of business by MMS Securities, Inc.;

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provided,however, that no Investments may be made by F.Y.I. or any of itsSubsidiaries pursuant to clause (g) or (h) preceding if a Defaultexists at the time of such Investment or would result therefrom.

 

## Section 9.6             Limitationon Issuance of Capital Stock.  F.Y.I. will not permit any of itsSubsidiaries to, at any time issue, sell, assign or otherwise dispose of(a) any of its Capital Stock, (b) any securities exchangeable for orconvertible into or carrying any rights to acquire any of its Capital Stock, or(c) any option, warrant or other right to acquire any of its Capital Stock; provided,however, that, if and to the extent not otherwise prohibited by thisAgreement or the other Loan Documents (i) a Subsidiary of F.Y.I. may issueadditional shares of its Capital Stock to F.Y.I. for full and fairconsideration, and (ii) F.Y.I. may engage in any merger permitted under clause(ii) of the proviso to Section 9.3; provided, further,however, that all of suchadditional shares of Capital Stock referredto in clauses (i) and (ii) preceding and any shares of CapitalStock issued in any merger referred to in clause (ii) preceding shall bepledged to the Administrative Agent, on behalf of the Administrative Agent andthe Lenders, as security for the Obligations pursuant to a pledge agreement inform and substance reasonably satisfactory to the Administrative Agent.

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## Section 9.7             TransactionsWith Affiliates. Except for (a) the payment of salaries, bonus and incentivecompensation in the ordinary course of business consistent with prudentbusiness practices, and (b) the furnishing of employment benefits in theordinary course of businessconsistent with prudent business practices, F.Y.I. will not, and will notpermit any of its Subsidiaries to, enter into any transaction, including,without limitation, the purchase, sale or exchange of Property or the renderingof any service, with any Affiliate, officer or director of F.Y.I. or suchSubsidiary except in the ordinary course of and pursuant to the reasonablerequirements of F.Y.I.'s or such Subsidiary's business and upon fair andreasonable terms no less favorable to F.Y.I. or such Subsidiary, respectively,than would be obtained in a comparable arms-length transaction with a Personnot an Affiliate, officer or director of F.Y.I. or such Subsidiary,respectively.

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## Section 9.8             Dispositionof Property. F.Y.I. will not, and will not permit any of its Subsidiaries to, sell,lease, assign, transfer or otherwise dispose of any of its Property, except:

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### (a)           dispositionsof Inventory in the ordinary course of business,

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### (b)           AssetDispositions by F.Y.I. and its Subsidiaries to Persons other than F.Y.I. andits Subsidiaries if each of the following conditions has been satisfied:(i) the Net Proceeds from any single Asset Disposition or series ofrelated Asset Dispositions in any fiscal year of F.Y.I. do not exceed $250,000and the cumulative Net Proceeds from all Asset Dispositions do not exceed$500,000, (ii) the consideration received by F.Y.I. or its Subsidiaries isat least equal to the fair market value of such assets, (iii) the soleconsideration received is cash payable at the closing, provided, however, thatup to a cumulative total of $125,000 of Property may be disposed of by F.Y.I.and its Subsidiaries on a combined basis on terms which defer payment of aportion of the purchase price, (iv) no Default exists at the time of orwill result from such Asset Disposition, and (v) F.Y.I. makes, or causesthe appropriate Subsidiary to make, any payment required under Section 2.7;

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### (c)           AssetDispositions by F.Y.I. and its Subsidiaries to F.Y.I. or another Subsidiary ifeach of the following conditions has been satisfied: (i) the aggregatefair market value of the assets sold, disposed of or otherwise transferredshall not exceed $250,000 in aggregate amount during any fiscal year,(ii) the assets sold, disposed of or otherwise transferred shall, ifsubject to a first priority Lien in favor of the Administrative Agent and theLenders, continue to be subject to a perfected, first priority Lien (except forPermitted Liens, if any, which are expressly permitted by the Loan Documents tohave priority over the Liens in favor of the Administrative Agent) in favor of theAdministrative Agent and the Lenders, and (iii) no Default exists at thetime of or will result from such Asset Disposition;

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### (d)           dispositionsof Property no longer used or useful in the ordinary course of business;

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### (e)           AssetDispositions that were contemplated and disclosed to the Lenders at the time ofany Permitted Acquisition if the Asset Disposition occurs, and the Net Proceedsthereof are applied, as required or permitted by Section 2.7;

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### (f)            AssetDispositions by Subsidiaries of F.Y.I., and Asset Dispositions consisting of asale of all of the issued and outstanding Capital Stock of a Subsidiary ofF.Y.I., if the aggregate fair market value of the Property sold or otherwisetransferred in connection with all of such Asset Dispositions on or after theClosing Date does not exceed ten percent of the net book value of the tangibleassets of F.Y.I. and its Subsidiaries as of the date of any such AssetDisposition;

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### (g)           PermittedDispositions; and

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### (h)           tothe extent permitted by Section 9.9, Sale and Leaseback Transactions.

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## Section 9.9             Saleand Leaseback. F.Y.I. will not, and will not permit any of its Subsidiaries to, enterinto any arrangement with any Person pursuant to which it leases from suchPerson real or personal Property that has been or is to be sold or transferred,directly or indirectly, by it to such Person (which arrangement is hereinaftercalled a "Sale and Leaseback Transaction"); provided, however,that F.Y.I. and its Material Subsidiaries may enter into Sale and LeasebackTransactions with one another; provided, further, however,that Sale and Leaseback Transactions are permitted if and to the extent that,after giving effect thereto, F.Y.I. and its Subsidiaries would be in compliancewith the proviso contained in Section 9.1(c).

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## Section 9.10           Linesof Business.  F.Y.I. will not, and will not permit any ofits Subsidiaries to, engage in any line or lines of business activity otherthan the businesses in which they are engaged on the Closing Date and lines ofbusiness reasonably related thereto. F.Y.I. will not, without the prior written consent of the RequiredLenders, become an operating company and will not engage in any businessactivity except for business activities relating to its ownership andmanagement of its Subsidiaries substantially consistent with its currentbusiness activities.  F.Y.I. shall notand shall not permit any of its Subsidiaries to own Property or conduct anymaterial business operations outside the U.S., Canada or, to the extentpermitted by the last proviso in the definition of Permitted Acquisitions,Mexico and the Caribbean (provided that Data Center Del Norte, S.A. deC.V. may own Property and conduct material business operations in Mexico andNet Data Services, Ltd. may own Property and conduct material businessoperations in St. Vincent, the Grenadines).

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## Section 9.11           EnvironmentalProtection. F.Y.I. will not, and will not permit any of its Subsidiaries to,(a) use (or permit any tenant to use) any of its Properties for thehandling, processing, storage, transportation or disposal of any HazardousMaterial except in compliance with applicable Environmental Laws,(b) generate any Hazardous Material except in compliance with applicableEnvironmental Laws, (c) conduct any activity that is likely to cause a Releaseor threatened Release of any Hazardous Material in violation of anyEnvironmental Law, or (d) otherwise conduct any activity or use any of itsProperties in any manner that violates or is likely to violate anyEnvironmental Law or create any Environmental Liabilities for which F.Y.I. orany of its Subsidiaries would be responsible, except for circumstances orevents described in clauses (a) through (d) preceding that couldnot have, individually or in the aggregate, a Material Adverse Effect.

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## Section 9.12           IntercompanyTransactions. Except as may be expressly permitted or required by the Loan Documents,F.Y.I. will not, and will not permit any of its Subsidiaries to, create or otherwisecause or permit to exist or become effective any consensual encumbrance orrestriction of any kind on the ability of any Subsidiary to (a) paydividends or make any other distribution to F.Y.I. or any of its Subsidiariesin respect of such Subsidiary's Capital Stock or with respect to any otherinterest or participation in, or measured by, its profits, (b) pay anyindebtedness owed to F.Y.I. or any of its Subsidiaries, (c) make any loanor advance to F.Y.I. or any of its Subsidiaries, or (d) sell, lease ortransfer any of its Property to F.Y.I. or any of its Subsidiaries.

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## Section 9.13           ManagementFees.  F.Y.I. willnot, and will not permit any of its Subsidiaries to, pay any management,consulting or similar fees (excluding directors' fees) to any Affiliate ofF.Y.I. or to any director, officer or employee of F.Y.I. or any Affiliate ofF.Y.I.; provided, however, that any Subsidiary of F.Y.I. may paymanagement or similar fees to F.Y.I. to the extent that the amount of such feespaid in any year does not exceed fifteen percent of the gross revenues of thepaying Subsidiary for that year.

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## Section 9.14           Modificationof Other Agreements.  F.Y.I. will not, and will not permit any ofits Subsidiaries to, consent to or implement any termination, amendment,modification, supplement or waiver of (a) the F.Y.I. Equity Documents, ifthe same could have a Material Adverse Effect or otherwise could be materiallyadverse to the Administrative Agent or the Lenders, (b) the certificate ofincorporation or bylaws (or analogous constitutional documents) of F.Y.I. orany of its Subsidiaries if the same could have a Material Adverse Effect orotherwise could be materially adverse to the Administrative Agent or theLenders, or (c) any other Material Contract to which it is a party or anyPermit which it possesses if the same could have a Material Adverse Effect; provided,however, that F.Y.I. and its Subsidiaries may amend or modify theagreements, documents and instruments referred to in clause (c)preceding if and to the extent that such amendment or modification is notsubstantive or material and could not have a Material Adverse Effect.

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## Section 9.15           ERISAPlans.  Except asspecified on Schedule 9.15, F.Y.I. will not, and will not permit any ofits Subsidiaries to:

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### (a)           allow,or take (or permit any ERISA Affiliate to take) any action which would cause,any unfunded or unreserved liability for benefits under any Plan (exclusive ofany Multiemployer Plan) to exist or to be created that exceeds $25,000 withrespect to any such Plan or $50,000 with respect to all such Plans in theaggregate on either a going concern or a wind-up basis; or

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### (b)           withrespect to any Multiemployer Plan, allow, or take (or permit any ERISAAffiliate to take) any action which would cause, any unfunded or unreservedliability for benefits under any Multiemployer Plan to exist or to be created,either individually as to any such Plan or in the aggregate as to all suchPlans, that could, upon any partial or complete withdrawal from or terminationof any such Multiemployer Plan or Plans, have a Material Adverse Effect.

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## Section 9.16           DividendRestrictions. F.Y.I. will not permit any of itsSubsidiaries to be party to or bound by any agreement, document, instrument,covenant or other restriction (other than thisAgreement) which restricts the ability of such Subsidiary to pay dividends to,make distribution to, and make advance to, F.Y.I. or any Subsidiary of F.Y.I.

#  

# ARTICLE 10

#  

# FinancialCovenants

 

F.Y.I.covenants and agrees that, as long as the Obligations or any part thereof areoutstanding or any Lender has any Commitment hereunder or any Letter of Creditremains outstanding, it will perform and observe, or cause to be performed andobserved, the following covenants:

 

## Section 10.1           ConsolidatedNet Worth.  F.Y.I. will at all times maintainConsolidated Net Worth in an amount not less than the sum of(a) $215,383,200 plus (b) 75% of cumulative Consolidated NetIncome, if positive, for any fiscal quarter, i.e., exclusive of negativeConsolidated Net Income for any fiscal quarter, after December 31, 2000, plus(c) all Net Proceeds of each Equity Issuance after December 31, 2000,minus the amount of any stock repurchase consummated under the terms of Section9.4(c).

 

## Section 10.2           Ratioof Funded Debt to EBITDA.  F.Y.I. will not permit the ratio, calculated as of the end ofeach fiscal quarter of F.Y.I. commencing with the fiscal quarter endedDecember 31, 2000, of (i) Funded Debt to (ii) EBITDA (the "FundedDebt to EBITDA Ratio") for the four fiscal quarters then ended forF.Y.I. and its Subsidiaries to exceed the ratio set forth below for the periodduring which such fiscal quarter end occurs:

 
| **Period**                                                        |   | **Ratio**     |
|-------------------------------------------------------------------|--------|---------------|
| From December 31, 2000,  through and including September 30, 2002 |   | 3.00  to 1.00 |
| From December 31, 2002  and at all times thereafter               |   | 2.50  to 1.00 |

 

## Section 10.3           ConsolidatedFixed Charge Coverage Ratio.  F.Y.I. will not permit the ConsolidatedFixed Charge Coverage Ratio, calculated as of the end of each fiscal quarter ofF.Y.I. commencing with the fiscal quarter ended March 31, 2001, for the fourfiscal quarters of F.Y.I. then ended, to be less than theratio set forth below for the period during which such fiscal quarter endoccurs:

 
| **Period**                                                    |   | **Ratio**     |
|---------------------------------------------------------------|--------|---------------|
| From March 31, 2001, through and including September 30, 2002 |   | 1.25  to 1.00 |
| From December 31, 2002 and at all times thereafter            |   | 1.50 to 1.00  |

 

## Section 10.4           CapitalExpenditures.  F.Y.I. will not permit the aggregate CapitalExpenditures of F.Y.I. and its Subsidiaries (a) during the fiscal year ofF.Y.I. ending December 31, 2001 to exceed $20,000,000, and (b) for eachsubsequent fiscal year of F.Y.I., an amount equal to the aggregate CapitalExpenditures permitted under this Section 10.4 for the prior fiscal yearof F.Y.I. ("the "Prior Permitted Capital Expenditures") plus20% of the Prior Permitted Capital Expenditures (the "Permitted CapitalExpenditures").

##  

## ARTICLE 11

##  

## Default

 

## Section 11.1           Eventsof Default.  Each of the following shall be deemed an"Event of Default":

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### (a)           F.Y.I.or any of its Subsidiaries shall fail to pay, repay or prepay when due anyamount of principal owing to the Administrative Agent or any Lender pursuant tothis Agreement or any other Loan Document, or shall fail to pay within two daysafter the due date thereof any interest, fee or other amount or otherObligation owing to the Administrative Agent or any Lender pursuant to thisAgreement or any other Loan Document; provided that F.Y.I. shall have upto 30 days after the invoice date to pay outstanding fees and expenses otherthan the Commitment Fees, letter of credit fees and fees payable in accordancewith the terms of the Fee Letter.

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### (b)           Anyrepresentation or warranty made or deemed made by F.Y.I. or any of itsSubsidiaries or by any Loan Party in any Loan Document or in any certificate,report, notice or financial statement furnished at any time in connection withthis Agreement or any other Loan Document shall be false, misleading orerroneous in any material respect when made or deemed to have been made.

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### (c)           F.Y.I.or any of its Subsidiaries shall fail to perform, observe or comply with anycovenant, agreement or term contained in Sections 5.1, 5.2, 8.1(g),8.1(j), 8.2 (other than the last sentence of Section 8.2),8.6, or 8.7, Article 9 (other than Section 9.7, 9.11and 9.15) or Article 10 of this Agreement; F.Y.I. or any of itsSubsidiaries shall fail to perform, observe or comply with any covenant,agreement or term contained in Sections 5.3, 8.1 (other thanSections 8.1(g), or 8.1(j)), 8.4, 8.5, 8.8, 8.9,8.10, 8.12, 9.7 or 9.11) and such failure is notremedied or waived within ten days after such failure commenced; F.Y.I. or anyof its Subsidiaries shall fail to perform, observe or comply with any covenant,agreement or term contained in any Security Agreement and such failure shallcontinue beyond any grace or cure period specified in such Security Agreement;F.Y.I. or any of its Subsidiaries shall fail to perform, observe or comply withany covenant, agreement or term contained in any Mortgage executed by it andsuch failure shall continue beyond any grace or cure period specified in suchMortgage; any Guarantor shall fail to perform, observe or comply with anycovenant, agreement or term contained in its Guaranty, subject to any graceperiod applicable to such covenant, agreement or term in this Agreement to theextent this Agreement is incorporated therein by reference; or any Loan Partyshall fail to perform, observe or comply with any other covenant, agreement orterm contained in this Agreement or any other Loan Document (other thancovenants to pay the Obligations) and such failure is not remedied or waivedwithin the earlier to occur of 30 days after such failure commenced or, if adifferent grace period is expressly made applicable in such other LoanDocuments, such applicable grace period.

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### (d)           F.Y.I.ceases to be Solvent or any other Loan Party (other than a NonmaterialSubsidiary) ceases to be Solvent for a period exceeding 15 days from theearlier of the date notice of such failure to remain Solvent is given by theAdministrative Agent to F.Y.I. or the date F.Y.I. is obligated to give notice ofsuch Default to the Administrative Agent under Section 8.1(g), or anyLoan Party (other than a Nonmaterial Subsidiary) shall admit in writing itsinability to, or be generally unable to, pay its debts as such debts becomedue; provided, however, that if any Loan Party shall cease to beSolvent more than once in any twelve-month period, such occurrence shallimmediately become an Event of Default.

###  

### (e)           AnyLoan Party (other than a Nonmaterial Subsidiary) shall (i) apply for orconsent to the appointment of, or the taking of possession by, a receiver,custodian, trustee, examiner, liquidator or the like of itself or of all or anysubstantial part of its Property, (ii) make a general assignment for thebenefit of its creditors, (iii) commence a voluntary case under the UnitedStates Bankruptcy Code as now or hereafter in effect (the "BankruptcyCode"), (iv) institute any proceeding or file a petition seekingto take advantage of any other law relating to bankruptcy, insolvency,reorganization, liquidation, dissolution, winding-up or composition orreadjustment of debts, (v) fail to controvert in a timely and appropriatemanner, or acquiesce in writing to, any petition filed against it in aninvoluntary case under the Bankruptcy Code, or (vi) take any corporate orother action for the purpose of effecting any of the foregoing.

###  

### (f)            Aproceeding or case shall be commenced, without the application, approval orconsent of any of the Loan Parties in (other than a Nonmaterial Subsidiary) anycourt of competent jurisdiction, seeking (i) its reorganization,liquidation, dissolution, arrangement or winding-up, or the composition orreadjustment of its debts, (ii) the appointment of a receiver, custodian,trustee, examiner, liquidator or the like of any of the Loan Parties or of allor any substantial part of its Property, or (iii) similar relief inrespect of any of the Loan Parties under any law relating to bankruptcy,insolvency, reorganization, winding-up or composition or adjustment of debts,and such proceeding or case shall continue undismissed, or an order, judgmentor decree approving or ordering any of the foregoing shall be entered andcontinue unstayed and in effect, for a period of 60 or more days; or an orderfor relief against any of the Loan Parties shall be entered in an involuntarycase under the Bankruptcy Code.

###  

### (g)           Anyone or more of the Loan Parties shall fail to discharge within a period of 30days after the commencement thereof any attachment, sequestration, forfeitureor similar proceeding or proceedings involving an aggregate amount in excess of$5,000,000 against any of its or their Properties.

###  

### (h)           Afinal judgment or judgments for the payment of money in excess of $5,000,000 inthe aggregate shall be rendered by a court or courts against the Loan Partiesor any of them on claims not covered by insurance or as to which the insurancecarrier has denied responsibility and the same shall not be paid or discharged,or a stay of execution thereof shall not be procured, within 30 days from thedate of entry thereof and the Loan Parties shall not, within said period of 30days, or such longer period during which execution of the same shall have beenstayed, appeal therefrom and cause the execution thereof to be stayed duringsuch appeal.

###  

### (i)            Anyof the Loan Parties shall fail to pay when due any principal of or interest onany Debt (other than the Obligations) having (either individually or in theaggregate) a principal amount of at least $5,000,000, or the maturity of anysuch Debt shall have been accelerated, or any such Debt shall have beenrequired to be prepaid prior to the stated maturity thereof, or any event shallhave occurred (and shall not have been waived or otherwise cured) that permits(or, with the giving of notice or lapse of time or both, would permit) anyholder or holders of such Debt or any Person acting on behalf of such holder orholders to accelerate the maturity thereof or require any such prepayment.

###  

### (j)            ThisAgreement or any other Loan Document shall cease to be in full force and effector shall be declared null and void or the validity or enforceability thereofshall be contested or challenged by any Permitted Holder, any Loan Party, orany of its Affiliates, or any Loan Party shall deny that it has any furtherliability or obligation under any of the Loan Documents, or any Lien created bythe Loan Documents shall for any reason cease to be a valid, first priorityperfected Lien (except for Permitted Liens, if any, which are expresslypermitted by the Loan Documents to have priority over the Liens in favor of theAdministrative Agent) upon any of the Collateral purported to be coveredthereby.

###  

### (k)           Anyof the following events shall occur or exist with respect to any Loan Party orany ERISA Affiliate: (i) any Prohibited Transaction involving any Plan;(ii) any Reportable Event with respect to any Pension Plan; (iii) thefiling under Section 4041 of ERISA of a notice of intent to terminate anyPension Plan or the termination of any Pension Plan; (iv) any event orcircumstance that might constitute grounds entitling the PBGC to instituteproceedings under Section 4042 of ERISA for the termination of, or for theappointment of a trustee to administer, any Pension Plan, or the institution bythe PBGC of any such proceedings; (v) any "accumulated fundingdeficiency" (as defined in Section 406 of ERISA or Section 412 of theCode), whether or not waived, shall exist with respect to any Plan; or(vi) complete or partial withdrawal under Section 4201 or 4204 of ERISAfrom a Plan or the reorganization, insolvency or termination (other than inconnection with an Acquisition and in compliance with ERISA and otherapplicable laws) of any Pension Plan; and in each case above, such event orcondition, together with all other events or conditions, if any, have subjectedor could in the reasonable opinion of Required Lenders subject any Loan Partyor any ERISA Affiliate to any tax, penalty or other liability to a Plan, aMultiemployer Plan, the PBGC or otherwise (or any combination thereof) which inthe aggregate exceed or could reasonably be expected to exceed $2,000,000.

###  

### (l)            Theoccurrence of a Change of Control.

###  

### (m)          If,at any time, the subordination provisions of any of the Seller SubordinatedDebt shall be invalidated or shall otherwise cease to be in full force andeffect.

###  

### (n)           Theoccurrence of any Material Adverse Effect; provided, however,that, for purposes of this Section 11.1(n), no Material Adverse Effectshall be deemed to have occurred under clause (a) of the definition ofMaterial Adverse Effect in Section 1.1 unless, based upon the financialcondition or financial performance of F.Y.I., it is not reasonable to expectthat F.Y.I. will be able to comply with all its financial covenants set forthin Article 10.

##  

## Section 11.2           Remedies.  If any Event of Default shall occur and becontinuing, the Administrative Agent may and, if directed by the RequiredLenders, the Administrative Agent shall do any one or more of the following:

###  

### (a)           Acceleration.  Declare all outstanding principal of andaccrued and unpaid interest on the Loans and all other amounts payable byF.Y.I. or any of its Subsidiaries under the Loan Documents immediately due andpayable (provided that, with respect to any Interest Rate ProtectionAgreement or Currency Hedge Agreement to which a Lender or an Affiliate of aLender is the counterparty, such Lender or Affiliate of Lender shall determinewhether or not to accelerate amounts payable thereunder and if suchcounterparty fails to accelerate such obligations prior to the date of receiptby the Administrative Agent of any proceeds from the disposition of Collateralunder any Security Document, such obligations shall not be included in any prorata distributions of such proceeds), and the same shall thereupon becomeimmediately due and payable, without notice, demand, presentment, notice ofdishonor, notice of acceleration, notice of intent to accelerate, protest orother formalities of any kind, all of which are hereby expressly waived byF.Y.I.;

###  

### (b)           Terminationof Commitments.  Terminate theCommitments (including, without limitation, the obligation of the Issuing Bankto issue Letters of Credit) without notice to F.Y.I.;

###  

### (c)           Judgment.  Reduce any claim to judgment;

###  

### (d)           Foreclosure.  Foreclose or otherwise enforce any Liengranted to the Administrative Agent for the benefit of the Administrative Agentand the Lenders to secure payment and performance of the Obligations inaccordance with the terms of the Loan Documents; or

###  

### (e)           Rights.  Exercise any and all rights and remediesafforded by the laws of the State of Texas or any other jurisdiction, by any ofthe Loan Documents, by equity or otherwise, including, without limitation, theright of setoff provided by Section 5.6 of this Agreement;

###  

### provided,however, that upon the occurrence of an Event of Default under Section11.1(e) or Section 11.1(f), the Commitments of all of theLenders (including, without limitation, the obligation of the Issuing Bank toissue Letters of Credit) shall immediately and automatically terminate, and theoutstanding principal of and accrued and unpaid interest on the Loans and allother amounts payable by F.Y.I. under the Loan Documents shall thereupon becomeimmediately and automatically due and payable, all without notice, demand,presentment, notice of dishonor, notice of acceleration, notice of intent toaccelerate, protest or other formalities of any kind, all of which are herebyexpressly waived by the F.Y.I.

 

## Section 11.3           CashCollateral.  If an Event of Default shall have occurredand be continuing F.Y.I. shall, if requested by the Administrative Agent or theRequired Lenders, pledge to the Administrative Agent as security for theObligations an amount in immediately available funds equal to the thenoutstanding Letter of Credit Liabilities, such funds to be held in a cashcollateral account satisfactory to the Administrative Agent without any rightof withdrawal by F.Y.I. or any of its Subsidiaries.

##  

## Section 11.4           Performanceby the Administrative Agent.  If any Loan Party shall fail to perform any covenant or agreementin accordance with the terms of the Loan Documents, the Administrative Agentmay, at the direction of the Required Lenders, perform or attempt to performsuch covenant or agreement on behalf of such Loan Party.  In such event, F.Y.I. or any of itsSubsidiaries shall, at the request of the Administrative Agent, promptly payany amount expended by the Administrative Agent or the Lenders in connectionwith such performance or attempted performance to the Administrative Agent atthe Principal Office, together with interest thereon at the applicable DefaultRate from and including the date of such expenditure to but excluding the datesuch expenditure is paid in full. Notwithstanding the foregoing, it is expressly agreed that neither theAdministrative Agent nor any Lender shall have any liability or responsibilityfor the performance of any obligation of F.Y.I. or any of its Subsidiaries orany other Loan Party under this Agreement or any of the other Loan Documents.

#  

## ARTICLE 12

##  

## The Administrative Agent

##  

## Section 12.1           Appointment,Powers and Immunities. Each Lender hereby irrevocablyappoints and authorizes Bank of America to act as its agent under thisAgreement and the other Loan Documents with such powers and discretion as arespecifically delegated to the AdministrativeAgent by the terms of this Agreement and the other Loan Documents, togetherwith such other powers as are reasonably incidental thereto.  The Administrative Agent (which term as usedin this sentence and in Section 12.5 shall include its Affiliates(including Banc of America Securities LLC) and its own and its Affiliates'officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expresslyset forth in the Loan Documents and shall not be a trustee or fiduciary for anyLender; (b) shall not be responsible to the Lenders for any recital, statement,representation,or warranty (whether written or oral) made in or in connection with any LoanDocument or any certificate or other document referred to or provided for in,or received by any of them under, any Loan Document, or for the value,validity, effectiveness, genuineness, enforceability, orsufficiency of any Loan Document, or any other document referred to or providedfor therein or forany failure by any Loan Party or any other Person to perform any of itsobligations thereunder; (c) shall not be responsible for or have any duty toascertain, inquire into, or verify the performance or observance of anycovenants or agreements by any Loan Party or the satisfaction of any conditionor to inspect the property (including the books and records) of any Loan Partyor any of its Affiliates; (d) shall not be required to initiate or conduct anylitigation or collection proceedings under any Loan Document; and (e) shall notbe responsible for any action taken or omitted to be taken by it under or inconnection with any Loan Document, except for its own gross negligence orwillful misconduct.  The AdministrativeAgent may employ agents and attorneys-in-fact and shall not be responsible for thenegligence or misconduct of any such agents or attorneys-in-fact selected by itwith reasonable care.

##  

## Section 12.2           Reliance by the AdministrativeAgent.  TheAdministrative Agent shall be entitled to rely upon any certification, notice,instrument, writing, or other communication (including, without limitation, anythereof by telephone or telecopy) believed by it to be genuine and correct and to have been signed, sentor made by or on behalf of the proper Person or Persons, and upon advice andstatements of legal counsel (including counsel for any Loan Party), independentaccountants, and other experts selected by the Administrative Agent.  The Administrative Agent may deem and treatthe payee of any Note as the holder thereof for all purposes hereof unless anduntil the Administrative Agent receives and accepts an Assignment andAcceptance executed in accordance with Section 13.8.  As to any matters not expressly provided forby this Agreement, the Administrative Agent shall not be required to exerciseany discretion or take any action, but shall be required to act or to refrainfrom acting (and shall be fully protected in so acting or refraining fromacting) upon the  instructions of theRequired Lenders, and such instructions shall be binding on all of the Lenders;provided, however,that the Administrative Agent shall not be required totake any action that exposes the Administrative Agent to personal liability orthat is contrary to any Loan Document or applicable law.

##  

## Section 12.3           Defaults.  The Administrative Agent shall not be deemedto have knowledge or notice of the occurrence of a Default unless theAdministrative Agent has received written notice from a Lender or the Borrowerspecifying such Default and stating that such notice is a "Notice ofDefault".  In the event that theAdministrative Agent receives such a notice of the occurrence of a Default, theAdministrative Agent shall give prompt notice thereof to the Lenders.  The Administrative Agent shall take suchaction with respect to such Default as it shall deem appropriate or as shallreasonably be directed by the Required Lenders.

##  

## Section 12.4           Rightsas Lender. With respect to its Commitment and the Loans made by it, Bank of America(and any successor acting as the Administrative Agent) in its capacity as aLender hereunder shall have the same rights and powers hereunder as any otherLender and may exercise the same as though it were not acting as theAdministrative Agent, and the term "Lender" or "Lenders"shall, unless the context otherwise indicates, include the Administrative Agentin its individual capacity.  Bank ofAmerica (and any successor acting as the Administrative Agent) and itsAffiliates may (without having to account therefor to any Lender) acceptdeposits from, lend money to, make investments in, provide services to, andgenerally engage in any kind of lending, trust, or other business with any LoanParty or any of their respective Affiliates as if it were not acting as the AdministrativeAgent, and Bank of America (and any successor acting as the AdministrativeAgent) and its Affiliates may accept fees and other consideration from any LoanParty or any of theirrespective Affiliates for services in connection with this Agreementor otherwise without having to account for the same to the Lenders.

##  

## Section 12.5           Indemnification.  THE LENDERS AGREE TO INDEMNIFY THEADMINISTRATIVE AGENT (TO THE EXTENT NOT REIMBURSED UNDER SECTION 13.1OR SECTION 13.2, BUT WITHOUT LIMITING THE OBLIGATIONS OF F.Y.I. UNDERSUCH SECTIONS) RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTPERCENTAGES, FOR ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLEATTORNEYS' FEES), OR DISBURSEMENTS OF ANY KIND AND NATUREWHATSOEVER THAT MAY BE IMPOSED ON, INCURRED BY OR ASSERTEDAGAINST THEADMINISTRATIVE AGENT (INCLUDING BY ANY LENDER) IN ANY WAY RELATING TO ORARISING OUT OF ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY ORANY ACTION TAKEN OR OMITTED BY THE ADMINISTRATIVE AGENT UNDER ANY LOANDOCUMENT; PROVIDED THAT NO LENDER SHALL BE LIABLE FOR ANY OF THEFOREGOING TO THE EXTENT THEY ARE FOUND IN A FINAL, NON-APPEALABLE JUDGMENTRENDERED BY A COURT OF COMPETENT JURISDICTION TO HAVE ARISEN FROM THE GROSSNEGLIGENCE OR WILLFUL MISCONDUCT OF, THE PERSON TO BE INDEMNIFIED.  WITHOUT LIMITING ANY PROVISION OF ANY LOANDOCUMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TOBE INDEMNIFIED UNDER THIS SECTION SHALL BE INDEMNIFIED FROM AND HELD HARMLESSAGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS,DISBURSEMENTS, COSTS, AND EXPENSES(INCLUDING, WITHOUTLIMITATION, ATTORNEYS’ FEES) ARISING OUT OF OR RESULTINGFROM THE SOLE ORCONTRIBUTORY NEGLIGENCE OF SUCH PERSON. WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER AGREES TO REIMBURSE THEADMINISTRATIVE AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE (CALCULATEDBASED ON THE COMMITMENT PERCENTAGES) OF ANY COSTS OR EXPENSES PAYABLE BY F.Y.I.UNDER SECTION 13.1 TO THE EXTENT THAT THE ADMINISTRATIVE AGENT IS NOTPROMPTLY REIMBURSED FOR SUCH COSTS AND EXPENSES BY F.Y.I.  IN THE CASE OF AN INVESTIGATION, LITIGATION,OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 12.5 APPLIES,SUCHINDEMNITY SHALL BEEFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING ISBROUGHT BY THE BORROWER, ITS DIRECTORS, SHAREHOLDERS, OR CREDITORS OR ANY PARTYENTITLED TO INDEMNIFICATION HEREUNDER OR ANY OTHER PERSON AND WHETHER OR NOTTHE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED.

##  

## Section 12.6           Non-Relianceon the Administrative Agent and Other Lenders. Each Lender agrees that it has, independently and without reliance onthe Administrative Agent or any other Lender, and based on such documents andinformation as it has deemed appropriate, made its own credit analysis of theLoan Parties and decision to enter into this Agreement and that it will, independently andwithout reliance upon the Administrative Agent or any other Lender, and basedon such documents and information as itshall deem appropriate at the time, continue to make its own analysis anddecisions in taking or not taking action under the Loan Documents.  Except for notices, reports, and otherdocuments and information expressly required to be furnished to the Lenders bythe Administrative Agent hereunder, the Administrative Agent shall not have anyduty orresponsibility to provide any Lender with any credit orother information concerning the affairs, financial condition, or business ofany Loan Party or any of their Affiliates that may come into the possession ofany Agent or any of its Affiliates.

##  

## Section 12.7           Resignation of the AdministrativeAgent.  TheAdministrative Agent may resign at any time by giving notice thereof to theLenders and F.Y.I.  Upon any suchresignation, the Required Lenders shall have the right to appoint a successorthe Administrative Agent, which successor agent shall besubject to the approval of F.Y.I. if and so long as no Eventof Default hasoccurred and is continuing, which approval shall not be unreasonably withheld,conditioned, or delayed.  If nosuccessor the Administrative Agent shall have been so appointed by the RequiredLenders and shall have accepted such appointment within thirty (30) days afterthe retiring Administrative Agent’s giving of notice of resignation, then theretiring Administrative Agent may, on behalf of the Lenders, appoint asuccessor Administrative Agent which shall be a commercial bank organized underthe laws of the U.S. having combined capital and surplus of at least FiveHundred Million Dollars ($500,000,000), which successor agent shall be subjectto the approval of F.Y.I., which approval shall not be unreasonably withheld, conditioned,or delayed.  Upon the acceptance of anyappointment as the Administrative Agent hereunder by a successor, suchsuccessor shall thereupon succeed to and become vested with all the rights,powers, discretion, privileges, and duties of the retiring AdministrativeAgent, and the retiring Administrative Agent shall be discharged from itsduties and obligations hereunder.  Afterany retiring Administrative Agent’s resignation hereunder as the AdministrativeAgent, the provisions of thisArticle 12 shall continue in effectfor its benefitin respect of any actions taken or omitted to be taken by it while it wasacting as the Administrative Agent.

##  

## Section 12.8           Several Commitments.  The Commitments and other obligations of theLenders under any Loan Document are several. The default by any Lender in making a Loan in accordance with itsCommitment shall not relieve the other Lenders of their obligations under anyLoan Document.  In the event of anydefault by any Lender in making any Loan, each nondefaulting Lender shall beobligated to make its Loan but shall not be obligated to advance the amount whichthe defaulting Lender was required to advance hereunder.  No Lender shall be responsible for any actor omission of any other Lender.

##  

## Section 12.9           DocumentationAgent, Lead Arranger and Syndication Agent.  None of the Documentation Agent, the LeadArranger nor the Syndication Agent, acting in such capacities, shall have anyobligations under this Agreement or the other Loan Documents.

#  

# ARTICLE 13

#  

# Miscellaneous

##  

## Section 13.1           Expenses.  Whether or not the transactions contemplatedhereby are consummated, F.Y.I. hereby agrees, on demand, to pay or reimbursethe Administrative Agent and each of the Lenders for paying: (a) allreasonable out-of-pocket costs and expenses of the Administrative Agent inconnection with the preparation, negotiation, execution and delivery of thisAgreement and the other Loan Documents, and any and all waivers, amendments,modifications, renewals, extensions and supplements thereof and thereto, andthe syndication of the Commitments and the Loans, including, withoutlimitation, the reasonable fees and expenses of legal counsel for theAdministrative Agent, (b) all reasonable out-of-pocket costs and expensesof the Administrative Agent and the Lenders in connection with any Default, theexercise of any right or remedy and the enforcement of this Agreement or anyother Loan Document or any term or provision hereof or thereof, including,without limitation, the reasonable fees and expenses of legal counsel for theAdministrative Agent and the Lenders, (c) all transfer, stamp, documentaryor other similar taxes, assessments or charges levied by any GovernmentalAuthority in respect of this Agreement or any of the other Loan Documents,(d) all costs, expenses, assessments and other charges incurred inconnection with any filing, registration, recording or perfection of any Liencontemplated by this Agreement or any other Loan Document, and(e) all reasonable out-of-pocket costs and expenses incurred by theAdministrative Agent in connection with due diligence, computer services,copying, appraisals, audits (including environmental audits and collateralaudits), field exams, insurance, consultants and search reports.

##  

## Section 13.2           **INDEMNIFICATION.****  F.Y.I. HEREBY AGREES TO INDEMNIFY THEADMINISTRATIVE AGENT AND EACH LENDER AND EACH AFFILIATE THEREOF AND THEIRRESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS FROM, AND HOLDEACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES (INCLUDING,WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES), CLAIMS, DAMAGES, PENALTIES,JUDGMENTS, DISBURSEMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'AND CONSULTANTS' FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLYOR INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION,****EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION OR ENFORCEMENTOF ANY OF THE LOAN DOCUMENTS, (B) ANY OF THE TRANSACTIONS CONTEMPLATED BYTHE LOAN DOCUMENTS, (C) ANY BREACH BY ANY LOAN PARTY OF ANY REPRESENTATION,WARRANTY, COVENANT OR OTHER AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS,(D) THE USE OR PROPOSED USE OF ANY LOAN OR LETTER OF CREDIT, (E) ANYAND ALL TAXES, LEVIES, DEDUCTIONS AND CHARGES IMPOSED ON THE ADMINISTRATIVEAGENT, THE ISSUING BANK OR ANY****LENDER IN RESPECT OF ANY LETTER OF CREDIT, (F) THEPRESENCE, RELEASE, THREATENED RELEASE, DISPOSAL, REMOVAL OR CLEANUP OF ANYHAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN OR AFFECTING ANY OF THE PROPERTIESOF ANY LOAN PARTY, EXCEPT TO THE EXTENT THAT THE LOSS, DAMAGE OR CLAIM IS THEDIRECT RESULT OF AN INTENTIONAL AND AFFIRMATIVE ACT BY THE PERSON TO BEINDEMNIFIED THAT CONSTITUTES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCHPERSON, OR (G) ANY INVESTIGATION, LITIGATION OR OTHER PROCEEDING, INCLUDING,WITHOUT LIMITATION, ANY THREATENED INVESTIGATION, LITIGATION OR OTHERPROCEEDING RELATING TO ANY OF THE FOREGOING; BUT EXCLUDING ANY OF THE FOREGOINGTO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THEPERSON TO BE INDEMNIFIED.  THEOBLIGATIONS OF F.Y.I. UNDER THIS SECTION 13.2 SHALL SURVIVE THEREPAYMENT OF THE LOANS AND LETTER OF CREDIT LIABILITIES AND TERMINATION OF THECOMMITMENTS.**

##  

## Section 13.3           Limitationof Liability.  None of the Administrative Agent, the LeadArranger, any Lender or any Affiliate, officer, director, employee, attorney oragent thereof shall be liable for any error of judgment or act done in goodfaith, or be otherwise liable or responsible under any circumstances whatsoever(including such Person's negligence), except for such Person's gross negligenceor willful misconduct.  None of theAdministrative Agent, the Lead Arranger, any Lender or any Affiliate, officer,director, employee, attorney or agent thereof shall have anyliability with respect to, and F.Y.I. hereby waives, releases and agrees not tosue any of them upon, any claim for any special, indirect, incidental orconsequential damages suffered or incurred by F.Y.I. or any other Loan Party inconnection with, arising out of or in any way related to this Agreement or anyof the other Loan Documents, or any of the transactions contemplated by thisAgreement or any of the other Loan Documents. F.Y.I. hereby waives, releases and agrees not to sue the AdministrativeAgent, the Lead Arranger or any Lender or any of their respective Affiliates,officers, directors, employees, attorneys or agents for exemplary or punitivedamages in respect of any claim in connection with, arising out of or in anyway related to this Agreement or any of the other Loan Documents, or any of thetransactions contemplated by this Agreement or any of the other Loan Documents.

##  

## Section 13.4           NoDuty.  Allattorneys, accountants, appraisers and other professional Persons andconsultants retained by the Administrative Agent and the Lenders shall have theright to act exclusively in the interest of the Administrative Agent and theLenders and shall have no duty of disclosure, duty of loyalty, duty of care orother duty or obligation of any type or naturewhatsoever to F.Y.I. or any of its Subsidiaries or any of their shareholders orany other Person.

##  

## Section 13.5           NoFiduciary Relationship. The relationship between F.Y.I. and each Lender is solely that of debtorand creditor, and neither the Administrative Agent nor any Lender has any fiduciaryor other special relationship with F.Y.I. or any other Loan Party, and no termor condition of any of the Loan Documents shall be construed so as to deem therelationship between F.Y.I. and any Lender, or any other Loan Party and anyLender, to be other than that of debtorand creditor.  No joint venture orpartnership is created by this Agreement among the Lenders or among F.Y.I. orany other Loan Party and the Lenders.

##  

## Section 13.6           EquitableRelief.  F.Y.I.recognizes that, in the event it fails to pay, perform, observe or dischargeany or all of the Obligations, any remedy at law may prove to be inadequaterelief to the Administrative Agent and the Lenders. F.Y.I. therefore agreesthat the Administrative Agent and the Lenders, if the Administrative Agent orthe Lenders so request, shall be entitled to temporary and permanent injunctiverelief in any such case without the necessity of proving actual damages.

##  

## Section 13.7           NoWaiver; Cumulative Remedies.  No failure on the part of the Administrative Agent or any Lenderto exercise and no delay in exercising, and no course of dealing with respectto, any right, power or privilege under this Agreement or any other LoanDocument shall operate as a waiver thereof, nor shall any single or partial exerciseof any right, power or privilege under this Agreement or any other LoanDocument preclude any other or further exercise thereof or the exercise of anyother right, power or privilege.  Therights and remedies provided for in this Agreement and the other Loan Documentsare cumulative and not exclusive of any rights and remedies provided by law.

##  

## Section 13.8           Successorsand Assigns.

###  

### (a)           ThisAgreement shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns. Neither F.Y.I. nor any other Loan Party may assign or transfer any ofits rights or obligations under this Agreement or any other Loan Documentwithout the prior written consent of the Administrative Agent and the RequiredLenders.  Any Lender may sellparticipations in all or a portion of its rights and obligations under thisAgreement and the other Loan Documents (including, without limitation, all or aportion of its Commitments and the Loans owing to it); provided, however,that (i) such Lender's obligations under this Agreement and the other LoanDocuments (including, without limitation, its Commitments) shall remainunchanged, (ii) such Lender shall remain solely responsible to F.Y.I. forthe performance of such obligations, (iii) such Lender shall remain theholder of its Notes for all purposes of this Agreement, (iv) F.Y.I. shallcontinue to deal solely and directly with such Lender in connection with suchLender's rights and obligations under this Agreement and the other Loan Documents,and (v) such Lender shall not sell a participation that conveys to theparticipant the right to vote or give or withhold consents under this Agreementor any other Loan Document, other than (if and to the extent that such Lenderso agrees) the right to vote upon or consent to (A) any increase of suchLender's Commitments (other than an increase resulting from an assignment to orin favor of such Lender from another Lender in accordance with this Agreement),(B) any reduction of the principal amount of, or interest to be paid on,the Loans of such Lender, (C) any reduction of any commitment fee or otheramount payable to such Lender under any Loan Document if and to the extent thatsuch reduction would decrease the fee or other amount payable to the participant,(D) any postponement of any date for the payment of any amount payable inrespect of the Loans of such Lender, (E) any release of a material portionof the Collateral from the Liens created by the Security Documents and nototherwise expressly authorized by the Loan Documents, and (F) any releaseof any Loan Party from liability under the Loan Documents.

###  

### (b)           F.Y.I.and each of the Lenders agree that any Lender (the "Assigning Lender")may at any time assign to one or more Eligible Assignees all, or a proportionatepart of all, of its rights and obligations under this Agreement and the otherLoan Documents (including, without limitation, its Commitments, Loans, Lettersof Credit (each an "Assignee"); provided, however,that (i) each such assignment shall be of a constant  percentage of the Assigning Lender's rightsand obligations under this Agreement and the other Loan Documents and(ii) except in the case of an assignment of all of a Lender's rights andobligations under this Agreement and the other Loan Documents, the amount ofthe Commitments, Loans and Letters of Credit of the Assigning Lender beingassigned pursuant to each assignment (determined as of the date of theAssignment and Acceptance with respect to such assignment) shall in no event beless than an aggregate amount equal to $5,000,000, and (iii) the partiesto each such assignment shall execute and deliver to the Administrative Agentfor its acceptance and recording in the Register (as defined below), anAssignment and Acceptance, together with the Notes subject to such assignment,and a processing and recordation fee of $3,500.  Upon such execution, delivery, acceptance and recording, from andafter the effective date specified in each Assignment and Acceptance, whicheffective date shall be at least five Business Days after the execution thereofor such other date as may be approved by the Administrative Agent, (1) theAssignee thereunder shall be a party hereto as a "Lender" and, to theextent that rights and obligations hereunder have been assigned to it pursuantto such Assignment and Acceptance, have the rights and obligations of a Lenderhereunder and under the Loan Documents, and (2) the Assigning Lenderthereunder shall, to the extent that rights and obligations hereunder have beenassigned by it pursuant to such Assignment and Acceptance, relinquish itsrights and be released from its obligations under this Agreement and the otherLoan Documents (and, in the case of an Assignment and Acceptance covering allor the remaining portion of a Lender's rights and obligations under the LoanDocuments, such Lender shall cease to be a party thereto, provided thatsuch Lender's rights under Article 4, Section 13.1 and Section13.2 accrued through the date of assignment shall continue.

###  

### (c)           Byexecuting and delivering an Assignment and Acceptance, the Assigning Lenderthereunder and the Assignee thereunder confirm to and agree with each other andthe other parties hereto as follows: (i) other than as provided in suchAssignment and Acceptance, such Assigning Lender makes no representation orwarranty and assumes no responsibility with respect to any statements,warranties or representations made in or in connection with the Loan Documentsor the execution, legality, validity, enforceability, genuineness, sufficiencyor value of the Loan Documents or any other instrument or document furnishedpursuant thereto; (ii) such Assigning Lender makes no representation orwarranty and assumes no responsibility with respect to the financial conditionor results of operations of any Loan Party or the performance or observance byany Loan Party of its obligations under the Loan Documents; (iii) suchAssignee confirms that it has received a copy of the other Loan Documents,together with copies of the financial statements referred to in Section 7.2and such other documents and information as it has deemed appropriate to makeits own credit analysis and decision to enter into such Assignment andAcceptance; (iv) such Assignee will, independently and without reliance uponthe Administrative Agent or such Assigning Lender and based on such documentsand information as it shall deem appropriate at the time, continue to make itsown credit decisions in taking or not taking action under this Agreement andthe other Loan Documents; (v) such Assignee confirms that it is anEligible Assignee; (vi) such Assignee appoints and authorizes theAdministrative Agent to take such action as agent on its behalf and exercisesuch powers under the Loan Documents as are delegated to the AdministrativeAgent by the terms thereof, together with such powers as are reasonablyincidental thereto; and (vii) such Assignee agrees that it will perform inaccordance with their terms all of the obligations which by the terms of theLoan Documents are required to be performed by it as a Lender.

###  

### (d)           TheAdministrative Agent shall maintain at its Principal Office a copy of eachAssignment and Acceptance delivered to and accepted by it and a register forthe recordation of the names and addresses of the Lenders and the Commitmentsof, and principal amount of the Loans owing to, each Lender from time to time(the "Register").  Theentries in the Register shall be conclusive and binding for all purposes,absent manifest error, and F.Y.I., the Administrative Agent and the Lenders maytreat each Person whose name is recorded in the Register as a Lender hereunderfor all purposes under the Loan Documents. The Register shall be available for inspection by any Borrower anyLender at any reasonable time and from time to time upon reasonable priornotice.

###  

### (e)           Uponits receipt of an Assignment and Acceptance executed by an Assigning Lender andAssignee representing that it is an Eligible Assignee, together with the Notessubject to such assignment, the Administrative Agent shall, if such Assignmentand Acceptance has been completed and is in substantially the form of ExhibitA hereto, (i) accept such Assignment and Acceptance, (ii) recordthe information contained therein in the Register, and (iii) give promptwritten notice thereof to F.Y.I.  Withinfive Business Days after its receipt of such notice, F.Y.I., at its expense,shall execute and deliver to the Administrative Agent in exchange for eachsurrendered Note evidencing particular Loans, a new Note evidencing each suchLoans payable to the order of such Eligible Assignee in an amount equal to suchLoans assigned to it and, if the Assigning Lender has retained any Loans, a newNote evidencing each such Loans payable to the order of the Assigning Lender inthe amount of such Loans retained by it (each such promissory note shallconstitute a "Note" for purposes of the Loan Documents).  Such new Notes shall be dated the effectivedate of such Assignment and Acceptance and shall otherwise be in substantiallythe form of Exhibits C and D hereto, as applicable.

###  

### (f)            AnyLender may, in connection with any assignment or participation or proposedassignment or participation pursuant to this Section 13.8, disclose tothe Assignee or participant or proposed Assignee or participant any informationrelating to F.Y.I. or any of its Subsidiaries or any other Loan Party furnishedto such Lender by or on behalf of F.Y.I. or any of its Subsidiaries or anyother Loan Party provided that F.Y.I. shall have no liability for the accuracy ofany such information except (i) to the Administrative Agent and theLenders to the extent expressly provided herein or (ii) as of the date itwas furnished by F.Y.I.; provided that each such actual or proposedAssignee or participant shall agree to be bound by the provisions of Section13.20.

###  

### (g)           AnyLender may assign and pledge all or any of the Notes held by it to any FederalReserve Bank or the U.S. Treasury as collateral security pursuant to RegulationA of the Board of Governors of the Federal Reserve System and any operatingcircular issued by such Federal Reserve System and/or Federal Reserve Bank; provided,that, any payment made by F.Y.I. for the benefit of such assigning and/orpledging Lender in accordance with the terms of the Loan Documents shallsatisfy F.Y.I.'s obligations under the Loan Documents in respect thereof to theextent of such payment.  No suchassignment and/or pledge shall release the assigning and/or pledging Lenderfrom its obligations hereunder.

###  

## Section 13.9           Survival.  All representations and warranties made ordeemed made in this Agreement or any other Loan Document or in any document,statement or certificate furnished in connection with this Agreement shallsurvive the execution and delivery of this Agreement and the other LoanDocuments and the making of the Loans, and no investigation by theAdministrative Agent or any Lender or any closing shall affect therepresentations and warranties or the right of the Administrative Agent or anyLender to rely upon them.  Without prejudiceto the survival of any other obligation of F.Y.I. hereunder, the obligations ofF.Y.I. under Article 4 and Sections 13.1 and 13.2 shallsurvive repayment of the Loans and the Letter of Credit Liabilities, but shallnot survive the expiration of any applicable statute of limitations.

##  

## Section 13.10         **ENTIREAGREEMENT.****  THISAGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE****FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDEANY AND ALL PRIOR COMMITMENTS, TERM SHEETS, AGREEMENTS, REPRESENTATIONS ANDUNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOFAND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS ORSUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONGTHE PARTIES HERETO.**

##  

## Section 13.11         Amendments.  No amendment or waiver of any provision ofthis Agreement, the Notes or any other Loan Document (except for any InterestRate Protection Agreements or Currency Hedge Agreements that are LoanDocuments) to which F.Y.I. is a party, nor any consent to any departure byF.Y.I. therefrom, shall in any event be effective unless the same shall beagreed or consented to by the Required Lenders and F.Y.I. in writing, and eachsuch waiver or consent shall be effective only in the specific instance and forthe specific purpose for which given; provided, that no amendment,waiver or consent shall, unless in writing and signed by all of the Lenders andF.Y.I., do any of the following: (a) increase the Commitments of theLenders or subject the Lenders to any additional obligations; (b) reducethe principal of, or interest on, the Loans, Letter of Credit Liabilities orany fees or other amounts payable hereunder; (c) postpone any date fixedfor any payment (including, without limitation, any mandatory prepayment) ofprincipal of, or interest on, the Loans, Letter of Credit Liabilities or anyfees or other amounts payable hereunder; (d) change the CommitmentPercentages or the aggregate unpaid principal amount of the Loans, Letter ofCredit Liabilities or the number or interests of the Lenders which shall berequired for the Lenders or any of them to take any action under thisAgreement; (e) change any provision contained in this Section 13.11or modify the definition of "Required Lenders" contained in Section 1.1;or (f) release all or substantially all of the Collateral from the Lienscreated by the Security Documents (provided that a release of Collateralin accordance with the terms of Section 5.4(b) shall not be consideredto be a release of all or substantially all of the Collateral for purposes ofthis Section 13.11) or release all or substantially all guaranties ofall or any portion of the Obligations; provided further thatthe amendment to increase the amount of the committed Obligations under thisAgreement permitted by clause (h) of Section 9.1 shall requireonly the agreement of (and execution thereof by) F.Y.I., the AdministrativeAgent and the Lenders (existing or new) committing to advance such increaseamount. The Administrative Agent shall not terminate a Payment Blockage Periodunder any Subordination Agreement without the consent of the RequiredLenders.  Notwithstanding anything tothe contrary contained in this Section 13.11, no amendment, waiver orconsent shall be made with respect to Article 12 hereof without theprior written consent of the Administrative Agent.  If at any time a Lender becomes a Nonconsenting Lender (asidentified in this Section 13.11), F.Y.I. shall have the right toreplace such Lender with another Person; provided that (i) such newPerson shall be an Eligible Assignee acceptable to the Administrative Agent andsuch new Person shall execute an Assignment and Acceptance, (ii) F.Y.I.shall have no right to replace Bank of America, (iii) neither theAdministrative Agent nor any Lender shall have any obligation to F.Y.I. to findsuch other Person, and (iv) in the event of a replacement of aNonconsenting Lender, in order for F.Y.I. to be entitled to replace such aLender, such replacement must take place no later than 180 days after the datethe Nonconsenting Lender shall notify F.Y.I. and the Administrative Agent ofits failure to agree to any requested consent, waiver, extension or other modification.  Each Lender (other than Bank of America)agrees to its replacement at the option of F.Y.I. pursuant to this Section13.11 and in accordance withSection 13.8; provided thatthe successor Lender shall purchase without recourse such Lender's interest inthe Obligations of F.Y.I. to such Lender for cash in an aggregate amount equalto the aggregate unpaid principal thereof, all unpaid interest accrued thereon,all unpaid commitment fees accrued for the account of such Lender, any breakagecosts incurred by the selling Lender because of the prepayment of anyEurodollar Loans, all other fees (if any) applicable thereto and all otheramounts (including any amounts under Article 4) then owing to suchLender hereunder or under any other Loan Document and the Loan Parties shallexecute a release addressed to such Lender releasing such Lender from allclaims arising in connection with the Loan Documents.  In the event thateither (A) (x) F.Y.I. or theAdministrative Agent has requested the Lenders to consent to a departure orwaiver of any provisions of the Loan Documents or to agree to any othermodification thereto, (y) the consent, waiver or other modification inquestion requires the agreement of all Lenders in accordance with the terms ofthis Section 13.11 and (z) Required Lenders have agreed to suchconsent, waiver or other modification, or (B) pursuant to Section 2.1(d)F.Y.I. has requested an extension to the Maturity Date and at least 51% of theLenders have agreed to extend the Maturity Date in accordance therewith, thenany Lender who does not agree to such consent, waiver, extension or othermodification shall be deemed a "Nonconsenting Lender".

##  

## Section 13.12         MaximumInterest Rate.

###  

### (a)           Nointerest rate specified in this Agreement or any other Loan Document shall atany time exceed the Maximum Rate.  If atany time the interest rate (the "Contract Rate") for anyObligation shall exceed the Maximum Rate, thereby causing the interest accruingon such Obligation to be limited to the Maximum Rate, then any subsequentreduction in the Contract Rate for such Obligation shall not reduce the rate ofinterest on such Obligation below the Maximum Rate until the aggregate amountof interest accrued on such Obligation equals the aggregate amount of interestwhich would have accrued on such Obligation if the Contract Rate for suchObligation had at all times been in effect.

###  

### (b)           Notwithstandinganything to the contrary contained in this Agreement or the other LoanDocuments, none of the terms and provisions of this Agreement or the other LoanDocuments shall ever be construed to create a contract or obligation to payinterest at a rate in excess of the Maximum Rate; and neither theAdministrative Agent nor any Lender shall ever charge, receive, take, collect,reserve or apply, as interest on the Obligations, any amount in excess of theMaximum Rate.  The parties hereto agreethat any interest, charge, fee, expense or other obligation provided for inthis Agreement or in the other Loan Documents which constitutes interest underapplicable law shall be, ipsofacto and under any and allcircumstances, limited or reduced to an amount equal to the lesser of(i) the amount of such interest, charge, fee, expense or other obligationthat would be payable in the absence of this Section 13.12(b) or(ii) an amount, which when added to all other interest payable under thisAgreement and the other Loan Documents, equals the Maximum Rate.  If, notwithstanding the foregoing, theAdministrative Agent or any Lender ever contracts for, charges, receives,takes, collects, reserves or applies as interest any amount in excess of theMaximum Rate, such amount which would be deemed excessive interest shall bedeemed a partial payment or prepayment of principal of the Obligations andtreated hereunder as such; and if the Obligations, or applicable portionsthereof, are paid in full, any remaining excess shall promptly be paid toF.Y.I. (as appropriate).  In determiningwhether the interest paid or payable, under any specific contingency, exceedsthe Maximum Rate, F.Y.I., the Administrative Agent and the Lenders shall, tothe maximum extent permitted by applicable law, (i) characterize anynonprincipal payment as an expense, fee or premium rather than as interest,(ii) exclude voluntary prepayments and the effects thereof, and(iii) amortize, prorate, allocate and spread in equal or unequal parts thetotal amount of interest throughout the entire contemplated term of theObligations, or applicable portions thereof, so that the interest rate does notexceed the Maximum Rate at any time during the term of the Obligations; providedthat, if the unpaid principal balance is paid and performed in full priorto the end of the full contemplated term thereof, and if the interest receivedfor the actual period of existence thereof exceeds the Maximum Rate, theAdministrative Agent and/or the Lenders, as appropriate, shall refund to F.Y.I.the amount of such excess and, in such event, the Administrative Agent and theLenders shall not be subject to any penalties provided by any laws forcontracting for, charging, receiving, taking, collecting, reserving or applyinginterest in excess of the Maximum Rate.

###  

## Section 13.13         Notices.  All notices and other communicationsprovided for in this Agreement and the other Loan Documents to which F.Y.I. orany of its Subsidiaries is a party shall be given or made by telecopy or inwriting and telecopied, mailed by certified mail return receipt requested ordelivered to the intended recipient at the "Address for Notices" specifiedbelow its name on the signature pages hereof (or, with respect to a Lender thatbecomes a party to this Agreement pursuant to an assignment made in accordancewith Section 13.8, in the Assignment and Acceptance executed byit); or, as to any party, at such other address as shall be designated by suchparty in a notice to each other party given in accordance with this Section13.13.  Except as otherwise providedin this Agreement, all such communications shall be deemed to have beenduly given when transmitted by telecopy or personally delivered or, in the caseof a mailed notice, upon receipt, in each case given or addressed as aforesaid;provided, however, that notices to the Administrative Agent shallbe deemed given when received by the Administrative Agent.

##  

## Section 13.14         **GOVERNINGLAW; SUBMISSION TO JURISDICTION; SERVICE OF PROCESS.****  EXCEPT AS MAY BE EXPRESSLY STATED TO THECONTRARY IN CERTAIN LOAN DOCUMENTS, THIS AGREEMENT, THE NOTES AND THE OTHERLOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWSOF THE STATE OF TEXAS (WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES) ANDAPPLICABLE LAWS OF THE U.S.  F.Y.I. ANDEACH OF ITS SUBSIDIARIES HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OFEACH OF (1) THE U.S. DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS AND(2) ANY TEXAS STATE COURT SITTING IN DALLAS COUNTY, TEXAS FOR THE PURPOSESOF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANYOTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH OF F.Y.I. AND EACH OF ITS SUBSIDIARIESHEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCHACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON ATITS ADDRESS SET FORTH UNDERNEATH ITS SIGNATURE HERETO.  EACH OF F.Y.I. AND EACH OF ITS****SUBSIDIARIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENTPERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THELAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIMTHAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN ANINCONVENIENT FORUM.**

##  

## Section 13.15         Counterparts.  This Agreement may be executed in one ormore counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

##  

## Section 13.16         Severability.  Any provision of this Agreement held by acourt of competent jurisdiction to be invalid or unenforceable shall not impairor invalidate the remainder of this Agreement and the effect thereof shall beconfined to the provision held to be invalid or illegal.

##  

## Section 13.17         Headings.  The headings, captions and arrangements usedin this Agreement are for convenience only and shall not affect theinterpretation of this Agreement.

##  

## Section 13.18         Construction.  Each of F.Y.I. and each of its Subsidiaries,the Administrative Agent and each Lender acknowledges that it has had thebenefit of legal counsel of its own choice and has been afforded an opportunityto review this Agreement and the other Loan Documents with its legal counseland that this Agreement and the other Loan Documents shall be construed as ifjointly drafted by the parties hereto.

##  

## Section 13.19         Independenceof Covenants.  Allcovenants hereunder shall be given independent effect so that if a particularaction or condition is not permitted by any of such covenants, the fact that itwould be permitted by an exception to, or be otherwise within the limitationsof, another covenant shall not avoid the occurrence of a Default if such actionis taken or such condition exists.

##  

## Section 13.20         Confidentiality.  Each Lender agrees to exercise its bestefforts to keep any information delivered or made available by any Loan Partyto it which is clearly indicated to be confidential information, confidentialfrom anyone other than Persons employed or retained by such Lender who are orare expected to become engaged in evaluating, approving, structuring oradministering the Loans; provided that nothing herein shall prevent anyLender from disclosing such information (a) to any other Lender,(b) to any Person if reasonably incidental to the administration of theLoans, (c) upon the order of any court or administrative agency,(d) upon the request or demand of any regulatory agency or authorityhaving jurisdiction over such Lender, (e) which has been publiclydisclosed, (f) in connection with any litigation to which theAdministrative Agent, any Lender or their respective Affiliates may be a party,(g) to the extent reasonably required in connection with the exercise ofany remedy under the Loan Documents, (h) to such Lender's legal counsel,independent auditors and affiliates, and (i) to any actual or proposedparticipant or Assignee of all or part of its rights hereunder, so long as suchactual or proposed participant or Assignee agrees to be bound by the provisionsof this Section 13.20.

##  

## Section 13.21         WAIVEROF JURY TRIAL.  TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETOHEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANYACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OROTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THETRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF ANY LOAN PARTY, THE ADMINISTRATIVEAGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.

##  

## Section 13.22         Approvalsand Consent. Except as may be expressly provided to the contrary in this Agreement orin the other Loan Documents (as applicable), in any instance under this Agreement or the other Loan Documents where theapproval, consent or exercise of judgment of the Administrative Agent or anyLender is requested or required, (a) the granting or denial of suchapproval or consent and the exercise of such judgment shall be within the solediscretion of the Administrative Agent and such Lender, and the AdministrativeAgent and such Lender shall not, for any reason or to any extent, be requiredto grant such approval or consent or to exercise such judgment in anyparticular manner, regardless of the reasonableness of the request or theaction or judgment of the Administrative Agent or such Lender, and (b) noapproval or consent of the Administrative Agent or any Lender shall in anyevent be effective unless the same shall be in writing and the same shall beeffective only in the specific instance and for the specific purpose for whichgiven.

##  

## Section 13.23         Agentfor Services of Process. Each of F.Y.I. and each of its Subsidiaries hereby irrevocablydesignates any officer of F.Y.I., at the offices of F.Y.I. at 3232 McKinney Avenue,Suite 900, Dallas, Texas 75204, to receive, for and on behalf of such Person,service of process in the State of Texas, such service being herebyacknowledged by such Person to be effective and binding service in everyrespect.  Each of F.Y.I. and each of itsSubsidiaries agrees that the failure of its agent for service of process togive any notice of any such service of process to such Person shall not impairor affect the validity of such service or of any judgment based thereon.  If, despite the foregoing, there is for anyreason no agent for service of process of such Person available to be served,then such Person further irrevocably consents to the service of process by themailing thereof by the Administrative Agent or the Required Lenders byregistered or certified mail, postage prepaid, to such Person at its addresslisted on the signature pages hereof. Nothing in this Section 13.23 shall affect the right of theAdministrative Agent or the Lenders to serve legal process in any other mannerpermitted by law or affect the right of the Administrative Agent or any Lenderto bring any action or proceeding against F.Y.I. or any of its Subsidiaries orits Property in the court of any jurisdiction.

##  

IN WITNESS WHEREOF, theparties hereto have duly executed this Agreement as of the day and year firstabove written.

 
|   | F.Y.I. INCORPORATED |  
 

 

 
 

 

 
 

By:

/s/ Barry L. Edwards

 

 

Barry L. Edwards

 
 

Executive Vice  President and Chief Financial Officer

 
 

 

 
 

Address for Notices:

 
 

3232 McKinney Avenue,  Suite 900

 
 

Dallas, Texas 75204

 
 

Telecopy No.:   (214) 953-7556

 
 

Telephone No.:   (214) 953-7555

 
 

Attention:   Barry L. Edwards

 
 

 

 

BANK OF AMERICA,  N.A., as Administrative Agent

 
 

 

 
 

 

 
 

By:

/s/ David A.  Johanson

 

 

David A. Johanson

 

 
 

Vice President

 

 
 

 

 

 
 

 

 

 
 

BANK OF AMERICA, N.A., as a Lender

 
 

 

 

 
 

 

 

 
Commitment:

By:

/s/ Steven A. Mackenzie

 

 
$40,000,000

Steven A.  Mackenzie

 

 
 

Vice President

 

 
 

 

 

 
 

Address for Notices:

 

 

 
 

Bank of America, N.A.

 

 
 

231 South LaSalle Street

 

 
 

Chicago, Illinois   60604

 

 
 

Telecopy No. (312) 974-9102

 

 
 

Telephone No. (312) 828-7933

 

 
 

Attention:   David Johanson

 

 
 

 

 

 
 

*with  a copy to:*

 

 
 

 

 

 
 

Bank of America, N.A.

 

 
 

901 Main Street, 7th Floor

 

 
 

Dallas, Texas   75201

 

 
 

Telecopy No. (214) 209-3140

 

 
 

Telephone No. (214) 209-3680

 

 
 

Attention:   Steven A. Mackenzie

 
 

 

 

Lending Office for  Prime Rate and Eurodollar Loans:

 

 

Bank of America, N.A.

 

 

231 South LaSalle  Street

 

 

Chicago, Illinois  60604

 

 

Telecopy No. (312)  974-9102

 

 

Telephone No. (312)  828-7933

 

 

Attention:  David Johanson

 

 

 

 

 

*with a copy to:*

 

 

 

 

 

Bank of America, N.A.

 

 

901 Main Street, 14th  Floor

 

 

Dallas, Texas  75201

 

 

Telecopy No. (214)  290-9442

 

 

Telephone No. (214)  209-9289

 

 

Attention:  Monica Barnes

 

 

 

 

SUNTRUST BANK,  as syndication agent and as a Lender

 

 

Commitment:

 

By:

/s/ Daniel S. Komitor

 

$40,000,000

Daniel S.  Komitor

 

 

Director

 

 

 

 

 

Address for Notices:

 

 

 

Suntrust Bank

 

 

 

303 Peachtree St.

 

 

MC 1921-2nd  Floor

 

 

Atlanta, Georgia 30308

 

 

Telecopy No.  404.588.8833

 

 

Telephone No.  404.724.3889

 

 

Attention: Daniel S.  Komitor

 

 

 

 

 

Lending Office for  Prime Rate and Eurodollar Loans:

 

 

 

 

 

Suntrust Bank

 

 

25 Park Place

 

 

Atlanta, Georgia  30303

 

 

Telecopy No. 404.232.1940

 

 

Telephone No.  404.588.7077

 

 

Attention: Tom Presley

 

 

 

 

 

 

WELLS FARGO BANK  TEXAS, NATIONAL ASSOCIATION, as documentation agent and as a Lender

 

 

Commitment:

 

By:

/s/ Zachary S. Johnson

 

$35,000,000

Zachary S.  Johnson

 

 

Vice President

 

 

 

 

 

Address for Notices:

 

 

 

 

 

 

Wells Fargo Bank Texas,  National Association

 

 

1445 Ross Avenue, 3rd  Floor

 

 

Dallas, Texas  75202

 

 

Telecopy No.:  (214) 969-0370 

 

 

Telephone No.:   (214) 740-1587

 

 

Attention:   Zachary Johnson

 

 

 

 

 

Lending Office for  Prime Rate and Eurodollar Loans:

 

 

 

 

 

Wells Fargo Bank Texas,  National Association

 

 

1445 Ross Avenue, 3rd  Floor

 

 

Dallas, Texas  75202

 

 

Telecopy No.:  (214) 969-0370

 

 

Telephone No.:   (214) 740-1587

 

 

Attention:   Zachary Johnson

 

 

 

 

BANK ONE, NA, as  a Lender

 

 

Commitment:

 

By:

/s/ Thomas R. Freas

 

$25,000,000

Thomas R. Freas

 

 

Authorized  Signatory

 

 

 

 

 

Address for Notices:

 

 

 

 

 

 

Bank One, NA

 

 

1717 Main Street

 

 

Dallas, Texas  75201

 

 

Telecopy No.:  214.290.2765

 

 

Telephone No.: 214.290.4110

 

 

Attention: Thomas R. Freas

 

 

 

 

 

Lending Office for  Prime Rate and Eurodollar Loans:

 

 

 

 

 

Bank One, NA

 

 

1717 Main Street

 

 

Dallas, Texas  75201

 

 

Telecopy No.:  214.290.2765

 

 

Telephone No.: 214.290.4110

 

 

Attention: Thomas R. Freas

 

 

 

 

BNP PARIBAS, as  a Lender

 

 

Commitment:

 

By:

/s/ Jeff Tebeaux

 

$25,000,000

Jeff Tebeaux

 

 

Associate

 

 

 

 

 

By:

/s/ Lloyd G. Cox

 

 

Name:

Lloyd G. Cox

 

 

Title:

Managing Director

 

 

 

 

 

Address for Notices:

 

 

 

 

 

 

BNP Paribas

 

 

12201 Merit Drive, Suite  860

 

 

Dallas, Texas  75251

 

 

Telecopy No.:  972.788.9140

 

 

Telephone No.: 972.788.9191

 

 

Attention: Jeff Tebeaux

 

 

 

 

 

Lending Office for  Prime Rate and Eurodollar Loans:

 

 

 

 

 

BNP Paribas

 

 

1200 Smith Street, Ste.  3100

 

 

Houston, Texas  77002

 

 

Telecopy No.:  713.659.5228

 

 

Telephone No.:   713.659.4811

 

 

Attention: Donna Rose

 

 

 

 

FIRST UNION  NATIONAL BANK, as a Lender

 

 

Commitment:

 

By:

/s/ Jeffrey R. Stottler

 

$25,000,000

Jeffrey R.  Stottler

 

 

Vice President

 

 

 

 

 

Address for Notices:

 

 

 

 

 

 

First Union National  Bank

 

 

301 South College  Street, 5th Floor DC5

 

 

Charlotte, North  Carolina  28288-0760

 

 

Telecopy No.:  704.383.7611

 

 

Telephone No.: 704.715.8098

 

 

Attention: David Diggers

 

 

 

 

 

Lending Office for  Prime Rate and Eurodollar Loans:

 

 

 

 

 

First Union National  Bank

 

 

201 South College  Street, 17th Floor NC1183

 

 

Charlotte, North  Carolina  28288-1183

 

 

Telecopy No.:  704.383.7999

 

 

Telephone No.: 704.715.1876

 

 

Attention: Dianne Taylor

 

 

 

 

THE BANK OF NOVA  SCOTIA, as a Lender

 

 

Commitment:

 

By:

/s/ F.C.H. Ashby

 

$25,000,000

F.C.H. Ashby

 

 

Senior Manager  Loan Operations

 

 

 

 

 

Address for Notices:

 

 

 

 

 

 

The Bank of Nova Scotia

 

 

Atlanta Agency

 

 

600 Peachtree Street  N.E., Suite 2700

 

 

Atlanta, Georgia  30308

 

 

Telecopy No.:   (404) 888-8998

 

 

Telephone No.:   (404) 877-1552

 

 

Attention:   Twala Johnson

 

 

 

 

 

Lending Office for  Prime Rate and Eurodollar Loans:

 

 

 

 

 

The Bank of Nova Scotia

 

 

Atlanta Agency

 

 

600 Peachtree Street  N.E., Suite 2700

 

 

Atlanta, Georgia  30308

 

 

Telecopy No.:   (404) 888-8998

 

 

Telephone No.:   (404) 877-1552

 

 

Attention:   Twala Johnson

 

 

 

 

THE CHASE  MANHATTAN BANK, as a Lender

 

 

Commitment:

 

By:

/s/ Michael D.S. Kerner

 

$25,000,000

Michael D.S.  Kerner

 

 

Vice President

 

 

 

 

 

Address for Notices:

 

 

 

 

 

 

The Chase Manhattan  Bank

 

 

2200 Ross Avenue, 5th  Floor

 

 

Dallas, Texas  75201

 

 

Telecopy No.:  (214) 965-2384

 

 

Telephone No.:   (214) 965-2503

 

 

Attention:   Michael D.S. Kerner

 

 

 

 

 

Lending Office for  Prime Rate and Eurodollar Loans:

 

 

 

 

 

The Chase Manhattan  Bank

 

 

2200 Ross Avenue, 5th  Floor

 

 

Dallas, Texas  75201

 

 

Telecopy No.:  (214) 965-2384

 

 

Telephone No.:   (214) 965-2503

 

 

Attention:   Michael D.S. Kerner

 

 

 

 

WACHOVIA BANK,  N.A., as a Lender

 

 

Commitment:

 

By:

/s/ David L. Corts

 

$25,000,000

David L. Corts

 

 

Vice President

 

 

 

 

 

Address for Notices:

 

 

 

 

 

 

Wachovia Bank, N.A.

 

 

191 Peachtree Street

 

 

MC-GA-370

 

 

Atlanta, Georgia  30303

 

 

Telecopy No.:  (404) 332-4136

 

 

Telephone No.:   (404) 332-1093

 

 

Attention:   Brad Watkins

 

 

 

 

 

Lending Office for  Prime Rate and Eurodollar Loans:

 

 

 

 

 

Wachovia Bank, N.A.

 

 

191 Peachtree Street

 

 

MC-GA-370

 

 

Atlanta, Georgia  30303

 

 

Telecopy No.:  (404) 332-332.4320

 

 

Telephone No.:   (404) 332-1127

 

 

Attention:   Carla Brooks

 

 

 

 

WASHINGTON  MUTUAL BANK, as a Lender

 

 

Commitment:

 

By:

/s/ Bruce Kendrex

 

$15,000,000

Bruce Kendrex

 

 

Vice President

 

 

 

 

 

Address for Notices:

 

 

 

 

 

 

Washington Mutual Bank

 

 

1201 Third Avenue,  Suite 1445

 

 

Seattle Washington  98101

 

 

Telecopy No.:  (206) 490-2538

 

 

Telephone No.:  (206) 377-3888

 

 

Attention:   Bruce Kendrex

 

 

 

 

 

Lending Office for  Prime Rate and Eurodollar Loans:

 

 

 

 

 

Washington Mutual Bank

 

 

1201 Third Avenue,  Suite 1445

 

 

Seattle Washington  98101

 

 

Telecopy No.:  (206) 490-2538

 

 

Telephone No.:  (206) 377-3888

 

 

Attention:   Bruce Kendrex

 

 

 

 

TEXAS CAPITAL  BANK, NATIONAL ASSOCIATION, as a Lender

 

 

Commitment:

 

By:

/s/ Paul Howell

 

$10,000,000

Paul Howell

 

 

Vice President

 

 

 

 

 

Address for Notices:

 

 

 

 

 

 

Texas Capital Bank,  National Association

 

 

2100 McKinney Avenue,  Suite 900

 

 

Dallas, Texas  75201

 

 

Telecopy No.:  (214) 932-6604

 

 

Telephone No.:  (214) 932-6663

 

 

Attention:   Paul D. Howell

 

 

 

 

 

Lending Office for  Prime Rate and Eurodollar Loans:

 

 

 

 

Texas Capital Bank,  National Association

 

 

2100 McKinney Avenue,  Suite 900

 

 

Dallas, Texas  75201

 

 

Telecopy No.:  (214) 932-6604

 

 

Telephone No.:  (214) 932-6663

 

 

Attention:   Paul D. Howell

 

 

 

 

RAYMOND JAMES  BANK, FSB, as a Lender

 

 

Commitment:

 

By:

/s/ John D. Hallstrom

 

$7,500,000

John D.  Hallstrom

 

 

Vice President

 

 

 

 

 

Address for Notices:

 

 

 

 

 

 

Raymond James Bank, FSB

 

 

710 Carillon Parkway

 

 

St. Petersburg,  Florida  33716

 

 

Telecopy No.:  (727) 575-5519

 

 

Telephone No.:  (727) 571-3333, x34847

 

 

Attention:   John D. Hallstrom

 

 

 

 

 

Lending Office for  Prime Rate and Eurodollar Loans:

 

 

 

 

Raymond James Bank, FSB

 

 

710 Carillon Parkway

 

 

St. Petersburg,  Florida  33716

 

 

Telecopy No.:  (727) 575-5519

 

 

Telephone No.:  (727) 571-3333, x34847

 

 

Attention:   John D. Hallstrom

 

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