FOR WHICH RISK MAY BE HEDGED UNDER
A CURRENCY HEDGE AGREEMENT MAY NOT EXCEED ONE HUNDRED PERCENT (100%) OF THE
FOREIGN CURRENCY AT RISK IN THE TRANSACTIONS IN WHICH F.Y.I. AND ITS
SUBSIDIARIES ARE ENGAGED;
(G)
LIABILITIES OF F.Y.I. OR ANY F.Y.I. SUBSIDIARY IN RESPECT OF
UNFUNDED VESTED BENEFITS UNDER ANY PLAN IF AND TO THE EXTENT THAT THE EXISTENCE
OF SUCH LIABILITIES WILL NOT CONSTITUTE, CAUSE OR RESULT IN A DEFAULT; AND
(H)
UP TO $27,500,000 OF ADDITIONAL OBLIGATIONS UNDER THIS AGREEMENT
(SECURED BY THE COLLATERAL) IN THE EVENT THAT F.Y.I. IS ABLE TO IDENTIFY
EXISTING OR ADDITIONAL LENDERS WILLING TO COMMIT TO ADVANCE SUCH ADDITIONAL
AMOUNT, PROVIDED THAT (I) IF F.Y.I. IDENTIFIES ADDITIONAL LENDERS WILLING TO
COMMIT SUCH ADDITIONAL AMOUNT, F.Y.I. SHALL GIVE THE EXISTING LENDERS NOTICE OF
ITS INTENT TO AMEND THIS AGREEMENT TO INCLUDE SUCH ADDITIONAL LENDERS AND THE
EXISTING LENDERS SHALL HAVE A 30 DAY PERIOD AFTER THE RECEIPT OF SUCH NOTICE TO
INCREASE THEIR COMMITMENTS HEREUNDER PRIOR TO ANY SUCH AMENDMENT, (II) AS OF THE
CLOSING DATE AND THE EFFECTIVE DATE, NONE OF THE LENDERS PARTY HERETO HAVE
AGREED TO COMMIT TO ADVANCE ANY SUCH ADDITIONAL AMOUNT, (III) THE WEIGHTED
AVERAGE LIFE TO MATURITY AND MAXIMUM CONTRACTUAL INTEREST RATE OF SUCH
ADDITIONAL OBLIGATIONS SHALL NOT EXCEED (OR, IN THE CASE OF MATURITY, BE
MATERIALLY LESS THAN) THOSE OF THE CURRENT OBLIGATIONS, (IV) NO CHANGES TO THE
COVENANTS CONTAINED HEREIN WILL BE MADE WITHOUT THE CONSENT OF REQUIRED LENDERS,
(V) NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, AND
(VI) SUCH ADDITIONAL COMMITMENTS AND OBLIGATIONS MUST BE EVIDENCED BY AN
AMENDMENT TO THIS AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT (WITHOUT FURTHER APPROVAL BY OR EXECUTION OF SUCH AMENDMENT
BY THE LENDERS (OTHER THAN THE EXISTING OR NEW LENDERS PROVIDING SUCH INCREASED
OR NEW COMMITMENTS) BEING REQUIRED);
provided, however, that, notwithstanding the foregoing, the aggregate
outstanding principal amount of Debt of F.Y.I. and the Subsidiaries of F.Y.I.,
exclusive of Debt referred to in clauses (a) and (h) preceding, shall not at any
time exceed $25,000,000.
SECTION 9.2
LIMITATION ON LIENS.
F.Y.I. WILL NOT, AND WILL NOT
PERMIT ANY OF ITS SUBSIDIARIES TO, INCUR, CREATE, ASSUME OR PERMIT TO EXIST ANY
LIEN UPON ANY OF ITS PROPERTY OR REVENUES, WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, EXCEPT PERMITTED LIENS.
SECTION 9.3
MERGERS, ETC. F.Y.I. WILL NOT, AND WILL NOT PERMIT ITS
SUBSIDIARIES TO, (A) BECOME A PARTY TO A MERGER OR CONSOLIDATION, (B) WIND-UP,
DISSOLVE OR LIQUIDATE ITSELF, OR (C) PURCHASE OR ACQUIRE ALL OR A MATERIAL OR
SUBSTANTIAL PART OF THE BUSINESS OR PROPERTIES OF ANY PERSON; PROVIDED, HOWEVER,
THAT (I) PERMITTED ACQUISITIONS (BUT NO OTHER ACQUISITIONS) SHALL BE PERMITTED,
AND (II)
ANY SUBSIDIARY OF F.Y.I. THAT IS NOT A FOREIGN SUBSIDIARY MAY MERGE
WITH AND INTO F.Y.I. IF F.Y.I. IS THE ENTITY SURVIVING SUCH MERGER AND ANY
SUBSIDIARY OF F.Y.I. THAT IS NOT A FOREIGN SUBSIDIARY MAY MERGE WITH AND INTO
ANY WHOLLY-OWNED SUBSIDIARY OF F.Y.I. THAT IS