NOT A FOREIGN SUBSIDIARY IF SUCH
WHOLLY-OWNED SUBSIDIARY IS THE ENTITY SURVIVING SUCH MERGER AND NO CONSIDERATION
IS GIVEN BY THE SURVIVING ENTITY IN SUCH MERGER OTHER THAN CAPITAL STOCK OF THE
SURVIVING ENTITY AND SUCH CAPITAL STOCK IS PLEDGED TO THE ADMINISTRATIVE AGENT,
ON BEHALF OF THE ADMINISTRATIVE AGENT AND THE LENDERS, AS SECURITY FOR THE
OBLIGATIONS PURSUANT TO SECTION 9.6. THE SURVIVING ENTITY IN ANY SUCH MERGER
SHALL RATIFY THE SECURITY DOCUMENTS AND OTHER OBLIGATIONS OF THE NON-SURVIVING
ENTITY UNDER THE LOAN DOCUMENTS.
SECTION 9.4
RESTRICTED PAYMENTS.
F.Y.I. WILL NOT, AND WILL NOT
PERMIT ANY OF ITS SUBSIDIARIES TO, MAKE ANY RESTRICTED PAYMENTS, EXCEPT:
(A)
SUBSIDIARIES OF F.Y.I. MAY DECLARE AND PAY DIVIDENDS TO F.Y.I.;
(B)
THE SUBSIDIARIES OF F.Y.I. MAY MAKE TAX PAYMENTS TO F.Y.I. IF AND
TO THE EXTENT THAT ALL SUCH PAYMENTS ARE PROMPTLY PAID BY F.Y.I. TO THE
APPROPRIATE GOVERNMENTAL AUTHORITY TO WHOM SUCH PAYMENTS ARE OWED; PROVIDED THAT
IN NO EVENT SHALL SUCH PAYMENTS BE GREATER THAN THE AMOUNTS ACTUALLY PAID BY
F.Y.I. IN RESPECT OF SUCH TAXES;
(C)
TO THE EXTENT REQUIRED BY THE TERMS OF ANY EMPLOYMENT AGREEMENT,
PURCHASES BY F.Y.I. OF SHARES OF F.Y.I. COMMON STOCK FROM EMPLOYEES OF F.Y.I. OR
ITS SUBSIDIARIES UPON THE TERMINATION OF THE EMPLOYMENT OF SUCH EMPLOYEES,
PROVIDED THAT THE AMOUNT PAID THEREFOR SHALL NOT EXCEED THE FAIR MARKET VALUE OF
SUCH SHARES TO BE PURCHASED AND SHALL NOT EXCEED $250,000 IN THE AGGREGATE
DURING ANY FISCAL YEAR OR A CUMULATIVE TOTAL OF $350,000 IN THE AGGREGATE DURING
THE TERM OF THIS AGREEMENT AND F.Y.I. SHALL GRANT TO THE ADMINISTRATIVE AGENT,
FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE LENDERS, A LIEN ON ALL OF
SUCH SHARES PURCHASED BY F.Y.I. AS SECURITY FOR THE OBLIGATIONS PURSUANT TO A
PLEDGE AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT;
(D)
F.Y.I. MAY MAKE PERMITTED SHARE REPURCHASES; AND
(E)
TO THE 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 a Default exists at the time of such
Restricted Payment or would result therefrom.
SECTION 9.5
INVESTMENTS.
F.Y.I. WILL NOT, AND WILL NOT PERMIT ANY
OF ITS SUBSIDIARIES TO, MAKE OR PERMIT TO REMAIN OUTSTANDING ANY ADVANCE, LOAN,
EXTENSION OF CREDIT OR CAPITAL CONTRIBUTION TO OR INVESTMENT IN ANY PERSON, OR
PURCHASE OR OWN ANY STOCK, BONDS, NOTES, DEBENTURES OR OTHER SECURITIES OF ANY
PERSON, OR BE OR BECOME A JOINT VENTURER WITH OR PARTNER OF ANY PERSON (ALL SUCH
TRANSACTIONS BEING HEREIN CALLED "INVESTMENTS"), EXCEPT:
(A)
INVESTMENTS IN OBLIGATIONS OR SECURITIES RECEIVED IN SETTLEMENT OF
DEBTS (CREATED IN THE ORDINARY COURSE OF BUSINESS) OWING TO F.Y.I. OR ANY OF ITS
SUBSIDIARIES;
(B)
EXISTING INVESTMENTS IDENTIFIED ON SCHEDULE 9.5 HERETO;
(C)
INVESTMENTS IN SECURITIES ISSUED OR GUARANTEED BY THE U.S. OR ANY
AGENCY THEREOF WITH MATURITIES OF ONE YEAR OR LESS FROM THE DATE OF ACQUISITION;
(D)
INVESTMENTS IN CERTIFICATES OF DEPOSIT AND EURODOLLAR TIME
DEPOSITS