WITH MATURITIES OF SIX MONTHS OR LESS FROM THE DATE OF ACQUISITION,
BANKERS' ACCEPTANCES WITH MATURITIES NOT EXCEEDING SIX MONTHS AND OVERNIGHT BANK
DEPOSITS, IN EACH CASE WITH ANY LENDER OR WITH ANY DOMESTIC COMMERCIAL BANK
HAVING CAPITAL AND SURPLUS IN EXCESS OF $500,000,000;
(E)
INVESTMENTS IN REPURCHASE OBLIGATIONS WITH A TERM OF NOT MORE THAN
SEVEN DAYS FOR SECURITIES OF THE TYPES DESCRIBED IN CLAUSE (C) PRECEDING WITH
ANY LENDER OR WITH ANY DOMESTIC COMMERCIAL BANK HAVING CAPITAL AND SURPLUS IN
EXCESS OF $500,000,000;
(F)
INVESTMENTS IN COMMERCIAL PAPER OF A DOMESTIC ISSUER RATED A-1 OR
BETTER OR P-1 OR BETTER BY 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 SIMILAR FUNDS USED TO FACILITATE EFFICIENT SHORT-TERM CASH MANAGEMENT;
(G)
(I) INVESTMENTS BY F.Y.I. AND ITS SUBSIDIARIES IN ITS SUBSIDIARIES
EXISTING ON THE CLOSING DATE, (II) ANY INVESTMENTS OF F.Y.I. IN ITS SUBSIDIARIES
WHICH REPRESENT AMOUNTS INVESTED IN SUCH SUBSIDIARY TO ENABLE SUCH SUBSIDIARY
(A) TO PAY 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 AMOUNT EQUAL TO THE MAXIMUM FOREIGN AMOUNT.
(H)
INTERCOMPANY DEBT PERMITTED PURSUANT TO SECTION 9.1(E);
(I)
UP TO $10,000,000 IN INVESTMENTS MADE BY F.Y.I., AND OWNED BY
F.Y.I. AND NOT ANY SUBSIDIARY OF F.Y.I., IN PUBLICLY TRADED EQUITY SECURITIES OF
A PERSON WHOSE MATERIAL BUSINESS AND PROPERTIES ARE ALL LOCATED IN THE U.S. OR
CANADA AND WHO IS ENGAGED IN A BUSINESS SIMILAR OR COMPLEMENTARY TO THE BUSINESS
OF F.Y.I. OR A SUBSIDIARY OF F.Y.I. AND WHICH HAS GENERATED POSITIVE EBITDA
DURING THE TWELVE-MONTH PERIOD PRECEDING THE PURCHASE OF SUCH SECURITIES SO LONG
AS THE AGGREGATE 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 AS
DETERMINED IN ACCORDANCE WITH GAAP;
(J)
INVESTMENTS WHICH CONSTITUTE PERMITTED ACQUISITIONS; AND
(K)
INVESTMENTS MADE IN THE ORDINARY COURSE OF BUSINESS BY MMS
SECURITIES, INC.;
provided, however, that no Investments may be made by F.Y.I. or any of its
Subsidiaries pursuant to clause (g) or (h) preceding if a Default exists at the
time of such Investment or would result therefrom.
SECTION 9.6
LIMITATION ON ISSUANCE OF CAPITAL STOCK.
F.Y.I. WILL
NOT PERMIT ANY OF ITS SUBSIDIARIES TO, AT ANY TIME ISSUE, SELL, ASSIGN OR
OTHERWISE DISPOSE OF (A) ANY OF ITS CAPITAL STOCK, (B) ANY SECURITIES
EXCHANGEABLE FOR OR CONVERTIBLE 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