MASTER PLEDGEAGREEMENT

 

THIS MASTER PLEDGEAGREEMENT (the "Agreement") dated as of April 3, 2001, is byand among each of the undersigned parties and any party hereafter added as a"Debtor" pursuant to a Joinder Agreement (each a "Debtor"and collectively the "Debtors") and BANK OF AMERICA, N.A., asAdministrative Agent for the "Lenders" as that term is definedbelow (the "Secured Party").

 

R E C I T A L S:

 

A.                F.Y.I. Incorporated ("Borrower")entered into that certain Credit Agreement dated as of April 3, 2001, with thefinancial institutions that are parties thereto (each individually a "Lender"and collectively, the "Lenders") and the Secured Party, asAdministrative Agent for the Lenders (such Agreement as it may be amended orotherwise modified from time to time herein referred to as the "CreditAgreement").

 

B.                Each of the Debtors is aSubsidiary of Borrower and the execution and delivery of this Agreement isrequired by the Credit Agreement as a condition to making extensions of creditthereunder on and after the Closing Date.

 

NOW, THEREFORE, inconsideration of the premises and for other good and valuable consideration,the adequacy, receipt and sufficiency of which are hereby acknowledged, and inorder to induce the Administrative Agent and Lenders to enter into the CreditAgreement, the parties hereto hereby agree as follows:

 

ARTICLE I

 

Definitions

 

Section1.1.  Definitions.  Asused in this Agreement, the following terms have the following meanings:

 

"Collateral"has the meaning specified in Section 2.1 of this Agreement.

 

"Obligations"means as such term is defined in the Credit Agreement, and includes, withoutlimitation, all present and future indebtedness, liabilities and obligations ofBorrower to the Secured Party and the Lenders under the Credit Agreement andthe other Loan Documents.

 

"PledgedShares" means the shares of capital stock or other equity, partnershipor membership interests described on Schedule 1.1 attached hereto or on Schedule1 to an amendment to this Agreement in the form of Exhibit A hereto.

 

"Proceeds"means any "proceeds," as such term is defined in Article orChapter 9 of the UCC and, in any event, shall include, but not be limitedto, (a) any and all proceeds of any insurance, indemnity, warranty or guarantypayable to Debtor from time to time with respect to any of the Collateral,(b) any and all pay­ments (in any form whatsoever) made or due and payableto Debtor from time to time in connection with any requisition, confiscation,condemnation, seizure or forfeiture of all or any part of the Collateral by anyGovernmental Authority (or any Person acting, or purporting to act, for or onbehalf of any Governmental Authority), and (c) any and all other amounts fromtime to time paid or payable under or in connection with any of the Collateral.

 

"UCC" means the Uniform CommercialCode as in effect in the State of Texas; provided, that if, byapplicable law, the perfection or effect of perfection or non-perfection of thesecurity interest created hereunder in any Collateral is governed by theUniform Commercial Code as in effect on or after the date hereof in any otherjurisdiction, "UCC" means the Uniform Commercial Code as in effect insuch other jurisdiction for purposes of the provisions hereof relating to suchperfection or the effect of perfection or non-perfection.

 

Section1.2.  Other Definitional Provisions.  Terms used herein that are defined in the Credit Agreement andare not otherwise defined herein shall have the meanings therefor specified inthe Credit Agreement.  References to"Sections," "subsections," "Exhibits"and "Schedules" shall be to Sections, subsections, Exhibitsand Schedules, respectively, of this Agreement unless otherwise specificallyprovided.  All definitions contained inthis Agreement are equally applicable to the singular and plural forms of theterms defined.  All references tostatutes and regulations shall include any amendments of the same and anysuccessor statutes and regulations. References to particular sections of the UCC should be read to referalso to parallel sections of the UCC as enacted in each state or otherjurisdiction where any portion of the Collateral is or may be located.  Terms used herein, which are defined in theUCC, unless otherwise defined herein or in the Credit Agreement, shall have themeanings determined in accordance with the UCC.

 

ARTICLE II

 

Security Interest

 

Section2.1.  Security Interest. As collateral security for the prompt payment and performance in fullwhen due of the Obligations (whether at stated maturity, by acceleration or oth­erwise)and all obligations, indebtedness and liability of each Debtor to Secured Partyand the Lenders arising under the Loan Documents, each Debtor hereby pledgesand collaterally assigns to the Secured Party, and grants to the Secured Partya continuing lien on and security interest in, all of such Debtor's right,title and interest in and to the following, whether now owned or hereafterarising or acquired and wherever located (collectively, the "Collateral"):

 

(a)           the Pledged Shares and thecertificates representing the Pledged Shares, and all dividends, cash,instruments and other property from time to time received, receivable orotherwise distributed or distributable in respect of or in exchange for any orall of the Pledged Shares;

 

(b)           all additional shares of stock of theSubsidiaries of such Debtor from time to time owned or acquired by such Debtorin any manner, and all dividends, cash, instruments and other property fromtime to time received, receivable or otherwise distributed or distributable inrespect of or in exchange for any or all of such shares; and

 

(c)           all products and Proceeds, in cash orotherwise, of any of the property described in the foregoing clauses (a)and (b).

 

Section2.2.  Limitation of Obligations Secured.  Notwithstanding anything to the contrarycontained in this Agreement, the secured Obligations of each Debtor hereundershall not exceed an aggregate amount equal to the greatest amount that wouldnot render such Debtor's indebtedness, liabilities or obligations under thisAgreement subject to avoidance under Sections 544, 548 or 550 of the FederalBankruptcy Code or subject to being set aside or annulled under any applicablestate law relating to fraud on creditors; provided, however, that,for purposes of the immediately preceding clause, it shall be presumed that thesecured Obligations of each Debtor under this Agreement do not equal or exceedany aggregate amount which would render such Debtor's indebtedness, liabilitiesor obligations under this Agreement subject to being so avoided, set aside orannulled, and the burden of proof to the contrary shall be on the partyasserting to the contrary.  Subject to,but without limiting the generality of, the foregoing sentence, the provisionsof this Agreement are severable and, in any legally binding action orproceeding involving any state corporate law or any bankruptcy, insolvency orother laws of general application relating to the enforcement of creditors'rights and general principles of equity, if the indebtedness, liabilities orobligations of any Debtor under this Agreement would otherwise be held ordetermined to be void, invalid or unenforceable on account of the amount of itsindebtedness, liabilities or obligations under this Agreement, then,notwithstanding any other provisions of this Agreement to the contrary, theamount of such indebtedness, liabilities or obligations shall, without anyfurther action by such Debtor, Secured Party, Lenders or any other Person, beautomatically limited and reduced to the greatest amount which is valid andenforceable as determined in such action or proceeding.

 

Section2.3.  Debtors Remain Liable. Notwithstanding any­thing to the contrary contained herein, (a) eachDebtor shall remain liable under the documentation included in the Collateralto the extent set forth therein to perform all of its duties and obligationsthereunder to the same extent as if this Agreement had not been executed, (b)the exercise by the Secured Party of any of its rights or remedies hereundershall not release any Debtor from any of its duties or obligations under suchdocumentation, (c) the Secured Party shall not have any obligation under any ofsuch documentation ­included in the Collateral by reason of this Agreement, and(d) the Secured Party shall not be obligated to per­form any of theobligations of any Debtor thereunder or to take any action to collect orenforce any claim for payment assigned hereunder.

 

ARTICLE III

 

Representations and Warranties

 

To induce the SecuredParty and the Lenders to enter into this Agreement and the Credit Agreement,each Debtor represents and warrants to the Secured Party and the Lenders that:

 

Section3.1.  Office Locations; Fictitious Names.  The chief place of business and the chiefexecutive office of each Debtor is located at the place identified on Schedule 3.1.  Schedule 3.1 also sets forth allother places where any Debtor keeps its books and records and all otherlocations where any Debtor has a place of business.  No Debtor does business and no Debtor has done business duringthe past five years under any trade-name or fictitious business name except asdisclosed on Schedule 3.1.

 

Section3.2.  Delivery of Collateral. Except as provided by Section 4.1, as of the date hereof eachDebtor has delivered to Secured Party all collateral the possession of which isnecessary to perfect the security interest of Secured Party therein.  Immediately upon each Debtor's receipt ofany Pledged Shares, such Debtor shall deliver such Pledged Shares, endorsed inblank, to Secured Party.

 

ARTICLE IV

 

Covenants

 

Each Debtorcovenants and agrees with the Secured Party that until the Obligations are paidand performed in full, all Com­mitments of the Secured Party and the Lenders tothe Borrower have expired or have been terminated and no Letter of Creditremains outstanding:

 

Section4.1.  Further Assurances. At any time and from time to time, upon the request of the SecuredParty, and at the sole expense of the Debtors, each Debtor shall promptly executeand deliver all such further agreements, documents and instruments and takesuch further action as the Secured Party may reasonably deem neces­sary orappropriate to preserve and perfect its security interest in the Collateral andcarry out the provisions and purposes of this Agreement or to enable theSecured Party to exercise and enforce its rights and remedies hereunder withrespect to any of the Collateral. Without limiting the generality of the forego­ing, each Debtor shall,upon request by the Secured Party, (a) execute and deliver to the Secured Partysuch financing statements as the Secured Party may from time to time require;(b) take such action as the Secured Party may request to permit theSecured Party to have control over any Collateral; (c) deliver to the SecuredParty all Collateral the possession of which is necessary to perfect thesecurity interest therein, duly endorsed and/or accompanied by duly executedinstruments of transfer or assignment, all in form and substance satisfactoryto Secured Party; except that, prior to the occurrence of an Event ofDefault and when the same shall no longer be continuing, each Debtor may:

 

(i)                retain any letters of creditreceived in the ordinary course of business, and

 

(ii)                retain and utilize in theordinary course of business all dividends and interest paid in respect to anyof the Pledged Shares or any other Collateral;

 

and (d) execute anddeliver to the Secured Party such other agreements, documents and instrumentsas the Secured Party may reasonably require to perfect and maintain thevalidity, effectiveness and priority of the Liens intended to be created by theLoan Documents.

 

Section4.2.  Corporate Changes. No Debtor shall change its name, identity or corporate structure in anymanner that might make any financing statement filed in connection with thisAgreement seriously misleading unless such Debtor shall have given the SecuredParty thirty (30) days prior written notice thereof and shall have taken allaction reasonably deemed necessary or desirable by the Secured Party to protectits Liens and the perfection and priority thereof required by the LoanDocuments.  No Debtor shall change itsprin­cipal place of business, chief executive office or the place where itkeeps its books and records unless it shall have given the Secured Party thirty(30) days prior written notice thereof and shall have taken all actionreasonably deemed necessary or desirable by the Secured Party to cause itssecurity interest in the Collat­eral to be perfected with the priority requiredby the Loan Documents.

 

Section 4.3.  Voting Rights; Distributions, Etc.  So long as no Event of Default shall have occurred and becontinuing, the Debtors shall be entitled to exercise any and all voting andother consensual rights (including, without limitation, the right to giveconsents, waivers and notifications) pertaining to any of the Pledged Shares; provided,however, that no vote shall be cast or consent, waiver or ratificationgiven or action taken without the prior written consent of the Secured Partywhich would be inconsistent with or violate any provision of this Agreement orany other Loan Document.

 

Section4.4.  Transfers and Other Liens; Additional Investments.  Except as may be expressly permitted by theterms of the Credit Agreement or this Agreement, each Debtor agrees that itwill (i) cause each issuer of any of the Collateral not to issue any shares ofstock, notes or other securities or instruments in addition to or insubstitution for any of the Collateral, (ii) pledge hereunder, immediately uponits acquisition (directly or indirectly) thereof, any and all such shares ofstock, membership interests, notes or instruments, and (iii) promptly (and inany event within three Business Days) deliver to the Secured Party anAmendment, duly executed by Debtor, in substantially the form of Exhibit Ahereto (an "Amendment"), in respect of such shares of stock,membership interests, notes or instruments, together with all certificates,notes or other instruments representing or evidencing the same.  Each Debtor hereby (i) authorizes theSecured Party to attach each Amendment to this Agreement, and (ii) agrees thatall such shares of stock, membership interests, notes or instruments listed onany Amendment delivered to the Secured Party shall for all purposes hereunderconstitute Pledged Shares.

 

ARTICLE V

 

Rights of the SecuredParty

 

Section 5.1.  POWER OF ATTORNEY.  EACH DEBTOR HEREBY IRREVO­CABLY CONSTITUTESAND APPOINTS THE SECURED PARTY AND ANY OFFICER OR AGENT THEREOF, WITH FULLPOWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY–IN–FACT WITHFULL IRREVOCABLE POWER AND AUTHORITY IN THE NAME OF DEBTOR OR IN ITS OWN NAME,TO TAKE, AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OFDEFAULT, ANY AND ALL ACTIONS AND TO EXECUTE ANY AND ALL DOCUMENTS ANDINSTRUMENTS WHICH THE SECURED PARTY AT ANY TIME AND FROM TIME TO TIME DEEMSNECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT.  WITHOUT LIMITING THE GENERALITY OF THE FORE­GOING,EACH DEBTOR HEREBY GIVES THE SECURED PARTY THE POWER AND RIGHT ON BEHALF OFSUCH DEBTOR AND IN ITS OWN NAME TO DO ANY OF THE FOLLOWING AFTER THE OCCURRENCEAND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, WITH NOTICE TO SUCH DEBTORBUT WITHOUT THE CONSENT OF SUCH DEBTOR:

 

(i)                to demand, sue for, collect orreceive, in the name of such Debtor or in its own name, any money or propertyat any time payable or receivable on account of or in exchange for any of theCollateral and, in connection there­with, endorse checks, notes, drafts,acceptances, money orders, documents of title or any other instruments for thepayment of money under the Collateral or any policy of insurance;

 

(ii)                to pay or discharge taxes, Liensor other encum­brances levied or placed on or threatened against theCollateral;

 

(iii)                (A) to direct account debtorsand any other par­ties liable for any payment under any of the Collateral tomake payment of any and all monies due and to become due thereunder directly tothe Secured Party or as the Secured Party shall direct (each Debtor agrees thatif any Proceeds of any Collateral shall be received by any Debtor while anEvent of Default exists, such Debtor shall promptly deliver such Proceeds tothe Secured Party with any necessary endorsements, and until such Proceeds aredelivered to the Secured Party, such Proceeds shall be held in trust by suchDebtor for the benefit of the Secured Party and shall not be commingled withany other funds or property of such Debtor); (B) to receive payment of andreceipt for any and all monies, claims and other amounts due and to become dueat any time in respect of or arising out of any Collateral; (C) to sign andendorse any invoices, freight or express bills, bills of lading, storage orwarehouse receipts, drafts against debtors, assignments, proxies, stock powers,verifications and notices in connection with accounts and other documentsrelating to the Collateral; (D) to commence and prosecute any suit, action orproceeding at law or in equity in any court of competent jurisdiction tocollect the Collateral or any part thereof and to enforce any other right inrespect of any Collateral; (E) to defend any suit, action or proceeding broughtagainst such Debtor with respect to any Collateral; (F) to settle, compromiseor adjust any suit, action or proceeding described above and, in connectiontherewith, to give such discharges or releases as the Secured Party may deemappropriate; (G) to exchange any of the Collateral for other property upon anymerger, consolidation, reorganization, recapitalization or other readjustmentof the issuer thereof and, in connection therewith, deposit any of theCollateral with any committee, depositary, transfer agent, registrar or otherdesignated agency upon such terms as the Secured Party may determine; (H) toadd or release any guarantor, indorser, surety or other party to any of theCollateral; (I) to renew, extend or otherwise change the terms and conditionsof any of the Collateral; (J) to make, settle, compromise or adjust any claimsunder or pertaining to any of the Collateral (including claims under any policyof insurance); and (K) to sell, transfer, pledge, convey, make any Agreementwith respect to or otherwise deal with any of the Col­lateral as fully andcompletely as though the Secured Party were the absolute owner thereof for allpurposes, and to do, at the Secured Party's option and the Debtors' expense, atany time, or from time to time, all acts and things which the Secured Partydeems necessary to protect, preserve, maintain, or realize upon the Collateraland the Secured Party's security interest therein.

 

THIS POWER OFATTORNEY IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.  The Secured Party shall be under no duty toexercise or withhold the exercise of any of the rights, powers, privileges andoptions expressly or implicitly granted to the Secured Party in this Agreement,and shall not be liable for any failure to do so or any delay in doing so.  Neither the Secured Party nor any Persondesignated by the Secured Party shall be liable for any act or omission or forany error of judgment or any mistake of fact or law, except any of the sameresulting from its or their gross negligence or willful misconduct.  This power of attorney is conferred on theSecured Party solely to protect, preserve, maintain and realize upon itssecurity interest in the Collat­eral. The Secured Party shall not be responsible for any decline in the valueof the Collateral and shall not be required to take any steps to preserverights against prior parties or to protect, preserve or maintain any Lien givento secure the Collateral.

 

Section5.2.  Assignment by the Secured Party.  The Secured Party and each Lender may at anytime assign or otherwise transfer all or any portion of their rights andobligations under this Agreement and the other Loan Documents (including,without limitation, the Obligations) to any other Person, to the extentpermitted by, and upon the conditions contained in, the Credit Agreement, andsuch Person shall thereupon become vested with all the benefits thereof grantedto the Secured Party and the Lenders, respectively, herein or otherwise.

 

Section5.3.  Possession; Reasonable Care.  The Secured Party may, from time to time, in its sole discretion,appoint one or more agents to hold physical custody, for the account of theSecured Party, of any or all of the Collateral that the Secured Party has aright to possess.  The Secured Partyshall be deemed to have exercised reasonable care in the custody andpreservation of the Collateral in its possession if the Collateral is accordedtreatment substantially equal to that which the Secured Party accords its ownproperty, it being understood that the Secured Party shall not have anyresponsibility for (a) ascertaining or taking action with respect to calls,conversions, exchanges, maturities, tenders or other matters relative to anyCollateral, whether or not the Secured Party has or is deemed to have knowledgeof such matters, or (b) taking any necessary steps to preserve rights againstany parties with respect to any Collateral.

 

ARTICLE VI

 

Default

 

Section6.1.  Rights and Remedies. If an Event of Default shall have occurred and be continuing, theSecured Party shall have the following rights and remedies:

 

(a)                In addition to all other rightsand remedies granted to the Secured Party in this Agreement or in any otherLoan Document or by applicable law, the Secured Party shall have all of therights and remedies of a secured party under the UCC (whether or not the UCC appliesto the affected Collateral).  Withoutlimiting the generality of the foregoing, the Secured Party may (A) withoutdemand or notice to the Debtors, collect, receive or take possession of theCollateral or any part thereof and for that purpose the Secured Party may enterupon any premises on which the Collateral is located and remove the Collateraltherefrom or render it inoperable, and/or (B) sell or otherwise dispose of theCollateral, or any part thereof, in one or more parcels at public or private saleor sales, at the Secured Party's offices or elsewhere, for cash, on credit orfor future delivery, and upon such other terms as the Secured Party mayreasonably deem commercially reasonable or otherwise as may be permitted bylaw.  The Secured Party shall have theright at any public sale or sales, and, to the extent permitted by applicablelaw, at any private sale or sales, to bid (which bid may be, in whole or inpart, in the form of cancellation of indebtedness) and become a purchaser ofthe Collateral or any part thereof free of any right or equity of redemption onthe part of the Debtors, which right or equity of redemption is herebyexpressly waived and released by the Debtors. Upon the request of the Secured Party, the Debtors shall assemble the Collateraland make it available to the Secured Party at any place designated by theSecured Party that is reasonably convenient to the Debtors and the SecuredParty.  Each Debtor agrees that theSecured Party shall not be obligated to give more than ten (10) days priorwritten notice of the time and place of any public sale or of the time afterwhich any private sale may take place and that such notice shall constitutereasonable notice of such matters.  TheSecured Party shall not be obligated to make any sale of Collateral if it shalldetermine not to do so, regardless of the fact that notice of sale ofCollateral may have been given.  TheSecured Party may, without notice or publica­tion, adjourn any public orprivate sale or cause the same to be adjourned from time to time byannouncement at the time and place fixed for sale, and such sale may, withoutfurther notice, be made at the time and place to which the same was soadjourned.  Each Debtor shall be liablefor all reasonable expenses of retaking, holding, preparing for sale or thelike, and all reasonable attorneys' fees, legal expenses and other costs andexpenses incurred by the Secured Party in connec­tion with the collection ofthe Obligations and the enforce­ment of the Secured Party's rights under thisAgreement.  Each Debtor shall remainliable for any deficiency if the Proceeds of any sale or other disposition ofthe Collateral applied to the Obligations are insufficient to pay theObligations in full.  The Secured Partymay apply the Collateral against the Obliga­tions as provided in the CreditAgreement.  Each Debtor waives allrights of marshaling, valuation and appraisal in respect of theCollateral.  Any cash held by theSecured Party as Collateral and all cash proceeds received by the Secured Partyin respect of any sale of, collection from or other realization upon all or anypart of the Collateral may, in the discretion of the Secured Party, be held bythe Secured Party as collateral for, and then or at any time thereafter appliedin whole or in part by the Secured Party against, the Obligations in the orderpermitted by the Credit Agreement.  Anysurplus of such cash or cash proceeds and interest accrued thereon, if any,held by the Secured Party and remaining after payment in full of all theObligations shall be promptly paid over to the Debtors or to whomsoever may belawfully entitled to receive such surplus.

 

(b)                The Secured Party may cause anyor all of the Collateral held by it to be transferred into the name of theSecured Party or the name or names of the Secured Party's nominee or nominees.

 

(c)                The Secured Party may exerciseany and all rights and remedies of the Debtors under or in respect of theCollateral, including, without limitation, any and all rights of the Debtors todemand or otherwise require payment of any amount under, or performance of anyprovision of, any of the Collateral and any and all voting rights and corporatepowers in respect of the Collateral. Each Debtor shall execute and deliver (or cause to be executed anddelivered) to the Secured Party all such proxies and other instruments as theSecured Party may reasonably request for the purpose of enabling the SecuredParty to exercise the voting and other rights which it is entitled to exercisepursuant to this clause (c) and to receive the dividends, interestand other distributions which it is entitled to receive hereunder.

 

(d)                The Secured Party may collect orreceive all money or property at any time payable or receivable on account ofor in exchange for any of the Collateral, but shall be under no obligation todo so.

 

(e)                On any sale of the Collateral,the Secured Party is hereby authorized to comply with any limitation orrestriction with which compliance is necessary, in the view of the SecuredParty's counsel, in order to avoid any violation of applicable law or in orderto obtain any required approval of the purchaser or purchasers by anyapplicable Governmental Authority.

 

Section6.2.  Private Sales. Each Debtor recognizes that the Secured Party may be unable to effect apublic sale of any or all of the Collateral by reason of certain prohibitionscontained in the laws of any jurisdiction outside the United States or in theSecurities Act of 1933, as amended from time to time (the "SecuritiesAct"), and applicable state securities laws, but may be compelled toresort to one or more private sales thereof to a restricted group of purchaserswho will be obliged to agree, among other things, to acquire such Collateralfor their own account for investment and not with a view to the distribution orresale thereof.  Each Debtoracknowledges and agrees that any such private sale may result in prices andother terms less favorable to the seller than if such sale were a public saleand, notwithstanding such circumstances, agrees that any such private saleshall, to the extent permitted by law, be deemed to have been made in acommercially reasonable manner.  Neitherthe Secured Party nor the Lenders shall be under any obligation to delay a saleof any of the Collateral for the period of time necessary to permit the issuerof such securities to register such securities under the laws of anyjurisdiction outside the United States, under the Securities Act or under anyapplicable state securities laws, even if such issuer would agree to doso.  Each Debtor further agrees to do orcause to be done, to the extent that such Debtor may do so under applicablelaw, all such other reasonable acts and things as may be necessary to make suchsales or resales of any portion or all of the Collateral valid and binding andin compliance with any and all applicable laws, regulations, orders, writs,injunctions, decrees or awards of any and all courts, arbitrators orgovernmental instrumentalities, domestic or foreign, having jurisdiction overany such sale or sales, all at such Debtor's expense; provided, however,no Debtor shall be required to file or cause any issuer of the Pledged Sharesto file a registration statement under applicable laws in connection with aninitial public offering of securities.

 

ARTICLE VII

 

Miscellaneous

 

Section7.1.  No Waiver; Cumulative Remedies.  No failure on the part of the Secured Partyto exercise and no delay in exercising, and no course of dealing with respectto, any right, power or privilege under this Agreement shall operate as awaiver thereof, nor shall any single or partial exercise of any right, power orprivilege under this Agreement preclude any other or further exercise thereofor the exercise of any other right, power, or privilege.  The rights and remedies provided for in thisAgreement are cumulative and not exclusive of any rights and remedies providedby law.

 

Section7.2.  Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of theDebtors and the Secured Party and their respective successors and assigns,except that no Debtor may assign any of its rights or obligations under thisAgreement without the prior written consent of the Lenders and Secured Partymay not appoint a successor Secured Party except in accordance with the CreditAgreement.

 

**Section 7.3. ** **AMENDMENT; ENTIRE AGREEMENT.  THIS AGREEMENT EMBODIES THE FINAL, ENTIREAGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIORCOMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN ORORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED ORVARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREE­MENTS ORDISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO. **Except as set forth in Section 4.4hereof, the provisions of this Agreement may be amended or waived only by aninstrument in writ­ing signed by the parties hereto and the Required Lenders.

 

Section7.4.  Notices.  Allnotices and other communica­tions provided for in this Agreement shall be givenor made in accordance with the Credit Agreement.

 

Section7.5.  Governing Law. This Agreement shall be governed by, and construed in accordance with,the laws of the State of Texas and applicable laws of the United States ofAmerica.

 

Section7.6.  Headings.  Theheadings, captions, and arrangements used in this Agreement are for convenienceonly and shall not affect the interpretation of this Agreement.

 

Section7.7.  Survival of Representations and Warranties.  All representations and warranties made inthis Agreement or in any certificate delivered pursuant hereto shall survivethe exe­cution and delivery of this Agreement, and no investigation by theSecured Party shall affect the representations and warranties or the right ofthe Secured Party to rely upon them.

 

Section7.8.  Counterparts. This Agreement may be executed in any number of counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute oneand the same Agreement.

 

Section7.9.  Waiver of Bond. In the event the Secured Party seeks to take possession of any or all ofthe Collateral by judicial process, each Debtor hereby irrevocably waives anybonds and any surety or security relating thereto that may be required byapplicable law as an incident to such possession, and waives any demand forpossession prior to the commencement of any such suit or action.

 

Section7.10.  Severability. Any provision of this Agree­ment which is determined by a court ofcompetent jurisdiction to be prohibited or unenforceable in any jurisdictionshall, as to such jurisdiction, be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisionsof this Agreement, and any such prohibition or unenforceability in anyjurisdiction shall not invalidate or render unenforceable such provision in anyother jurisdiction.

 

Section7.11.  Termination.  Ifall of the Obligations shall have been paid and performed in full, all Commitmentsof the Secured Party or any Lender to the Borrower shall have expired orterminated and no Letters of Credit shall remain outstanding, the Secured Partyshall, upon the written request of any Debtor, execute and deliver to suchDebtor a proper instru­ment or instruments acknowledging the release andtermination of the security interests created by this Agreement, and shall dulyassign and deliver to such Debtor (without recourse and without anyrepresentation or warranty) such of the Collateral as may be in the possessionof the Secured Party and has not previously been sold or otherwise appliedpursuant to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, ifthe payment of any amount of the Obligations is rescinded, voided or mustotherwise be refunded by the Secured Party or any Lender upon the insolvency,bankruptcy or reorganization of the Borrower or any other Loan Party orotherwise for any reason whatsoever, then the security interests created bythis Agreement will be automatically reinstated and become automaticallyeffective and in full force and effect, all to the extent that and as thoughsuch payment so rescinded, voided or otherwise refunded had never been made andsuch release and termination of such security interests had never been given.

 

Section7.12.  Obligations Absolute. All rights and remedies of the Secured Party hereunder, and allobligations of the Debtors hereunder, shall be absolute and unconditionalirrespective of:

 

(a)                any lack of validity orenforceability of any of the Loan Documents;

 

(b)                any change in the time, manner,or place of payment of, or in any other term of, all or any of the Obligations,or any other amendment or waiver of or any consent to any departure from any ofthe Loan Documents;

 

(c)                any exchange, release, ornonperfection of any Collateral, or any release or amendment or waiver of orconsent to any departure from any guarantee, for all or any of the Obligations;or

 

(d)                any other circumstance thatmight otherwise constitute a defense available to, or a discharge of, a thirdparty pledgor.

 

**Section 7.13.  WAIVEROF JURY TRIAL.  TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, EACH DEBTOR HEREBY IRREVOCABLY ANDEXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, ORCOUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF ORRELATING TO THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYOR THE ACTIONS OF THE SECURED PARTY OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION,OR ENFORCEMENT THEREOF.**

 

IN WITNESSWHEREOF, the parties hereto have duly executed this Agreement as of the day andyear first written above.

 
|   | DEBTORS:                                       |
|--------|------------------------------------------------|
|   |                                           |
|   | COPY RIGHT ACQUISITION CORP.                   |
|   | F.Y.I. INVESTMENTS HOLDING, INC.               |
|   | GLOBAL DIRECT ACQUISITION CORP.                |
|   | IMC MANAGEMENT, INC.                           |
|   | INFORMATION MANAGEMENT SERVICES                |
|   |                                           | ACQUISITION CORP. |
|   | INPUT MANAGEMENT, INC.                         |
|   | LEXICODE ACQUISITION CORP.                     |
|   | LIFO MANAGEMENT, INC.                          |
|   | MAILING & MARKETING ACQUISITION CORP.      |
|   | MANAGED CARE PROFESSIONALS ACQUISITION         |
|   |                                           | CORP. |
|   | PERMANENT RECORDS MANAGEMENT, INC.             |
|   | PMI IMAGING SYSTEMS ACQUISITION CORP.          |
|   | QUALITY COPY ACQUISITION CORP.                 |
|   | RUST CONSULTING ACQUISITION CORP.              |
|   |                                           |
|   |                                           |
|   |                                           |
|   | By:                                            | /s/ Barry L. Edwards |
|   | Name:                                          | Barry L. Edwards |
|   | Title:                                    | Vice President for each  of the corporations above |
|   |                                           |
|   |                                           |
|   |                                           |
|   | F.Y.I. INVESTMENTS, INC.                       |
|   |                                           |
|   |                                           |
|   | By:                                            | /s/ Ron Zazworsky |
|   | Name:                                          | Ron Zazworsky |
|   | Title:                                         | President |
|   |                                           |
|   |                                           |
|   | SECURED PARTY:                                 |
|   |                                           |
|   | BANK OF AMERICA, N.A., as Administrative Agent |
|   |                                           |
|   |                                           |
|   | By:                                            | /s/ David A. Johanson |
|   | Name:                                          | David A. Johanson |
|   | Title:                                         | Vice President |
|        |                                                |  |  |  |

 

EXHIBIT A

TO

MASTER PLEDGEAGREEMENT

 

FORM OF AMENDMENT

 

This Amendment,dated __________, is delivered pursuant to Section 4.4 of the PledgeAgreement (as herein defined) referred to below.  The undersigned hereby agrees that this Amendment may be attachedto the Master Pledge Agreement dated as of April ____, 2001, between theundersigned and Bank of America, N.A., as Secured Party for the ratable benefitof the Lenders referred to therein (the "Pledge Agreement"),and that the shares of stock, membership, partnership or other equityinterests, notes or other instruments listed on Schedule 1 annexedhereto shall be and become part of the Collateral referred to in the PledgeAgreement and shall secure payment and performance of all Obligations asprovided in the Pledge Agreement.

 

Capitalized termsused herein but not defined herein shall have the meanings therefor provided inthe Pledge Agreement.

 

|   | **[NAME OF DEBTOR]** |
|--------|----------------------|
|   |                 |   |
|   | By:                  |   |
|   | Name:                |   |
|   | Title:               |   |
|        |                      |  |  |  |  |