AND COVENANTS WITH THE
ADMINISTRATIVE AGENT AND THE LENDERS THAT THE PROCEEDS OF THE LOANS TO BE MADE
ON AND AFTER THE EFFECTIVE DATE 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 PARTIALLY OR WHOLLY FUTURE PERMITTED ACQUISITIONS,
INCLUDING THE TRANSACTION COSTS OF F.Y.I. AND ITS SUBSIDIARIES ASSOCIATED WITH
SUCH PERMITTED ACQUISITIONS, AND TO FINANCE PARTIALLY OR WHOLLY FUTURE PERMITTED
SHARE REPURCHASES.
(B)
NONE OF THE PROCEEDS OF ANY LOAN HAVE BEEN OR WILL BE USED TO
ACQUIRE ANY SECURITY IN ANY TRANSACTION THAT IS SUBJECT TO SECTION 13 OR 14 OF
THE SECURITIES EXCHANGE 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 THE FEDERAL RESERVE SYSTEM).
SECTION 2.11
FEES.
(A)
F.Y.I. AGREES TO PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT
OF EACH LENDER A COMMITMENT FEE (THE "COMMITMENT FEES") ON THE DAILY AVERAGE
UNUSED OR UNFUNDED AMOUNT OF SUCH LENDER'S COMMITMENT, FOR THE PERIOD FROM AND
INCLUDING THE CLOSING DATE TO AND INCLUDING THE MATURITY DATE, AT THE RATE EQUAL
TO THE APPLICABLE MARGIN PER ANNUM BASED ON A 360 DAY YEAR AND THE ACTUAL NUMBER
OF DAYS ELAPSED, WHICH ACCRUED COMMITMENT FEES SHALL BE PAYABLE IN ARREARS ON
EACH QUARTERLY DATE BEGINNING ON JUNE 30, 2001 AND ON THE MATURITY DATE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ANY AND
ALL SWINGLINE ADVANCES OUTSTANDING FROM TIME TO TIME SHALL BE WHOLLY EXCLUDED,
AND SHALL NOT COUNT AS USED OR FUNDED AMOUNTS, FOR PURPOSES OF DETERMINING THE
UNUSED OR UNFUNDED AMOUNT 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 ADMINISTRATIVE AGENT AND/OR THE LENDERS, AS MAY BE SPECIFIED IN THE FEE
LETTER) SUCH ADDITIONAL FEES AS ARE SPECIFIED IN THE FEE LETTER, WHICH FEES
SHALL BE PAYABLE IN SUCH AMOUNTS AND ON SUCH DATES AS ARE SPECIFIED THEREIN.
SUCH ADDITIONAL FEES SHALL INCLUDE, WITHOUT LIMITATION, AN UPFRONT FEE PAYABLE
BY F.Y.I. TO EACH LENDER ON THE EFFECTIVE DATE IN THE AMOUNT AGREED UPON AMONG
THE ADMINISTRATIVE AGENT AND/OR THE LEAD ARRANGER AND SUCH LENDER.
SECTION 2.12
COMPUTATIONS.
INTEREST AND FEES PAYABLE BY F.Y.I.
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS SHALL BE COMPUTED ON THE BASIS OF A
YEAR OF 360 DAYS (EXCEPT AS STATED IN THE PROVISO BELOW) AND THE ACTUAL NUMBER
OF DAYS ELAPSED (INCLUDING THE FIRST DAY BUT EXCLUDING THE LAST DAY) OCCURRING
IN THE PERIOD FOR WHICH PAYABLE UNLESS, IN THE CASE OF INTEREST, SUCH
CALCULATION WOULD RESULT IN A USURIOUS RATE, IN WHICH CASE INTEREST SHALL BE
CALCULATED ON THE BASIS OF A YEAR OF 365 OR 366 DAYS, AS THE CASE MAY BE;
PROVIDED, HOWEVER, THAT INTEREST PAYABLE BY F.Y.I. HEREUNDER ON ALL PRIME RATE
LOANS SHALL BE ON THE BASIS OF A COMPLETED YEAR OF 365 OR 366