August 10, 2001

 

F.Y.I. Incorporated

3232 McKinney Avenue, Suite 900

Dallas, Texas  75204

Attention:      BarryL. Edwards

 

Re:          Credit Agreement dated as of April 3,2001 among F.Y.I. Incorporated ("F.Y.I."), the lenders partythereto and Bank of America, N.A., as administrative agent (the "AdministrativeAgent"), as amended (as the same may be further amended or otherwisemodified from time to time, the "Credit Agreement";capitalized terms used and not otherwise defined herein shall have the meaningsset forth in the Credit Agreement)

 

Ladies and Gentlemen:

 

F.Y.I. has advised the Administrative Agent and theLenders that commencing on June 30, 2001 and continuing through the date hereofF.Y.I.'s Consolidated Net Worth has been less than the minimum amount requiredby Section 10.1 of the Credit Agreement, and therefore an Event ofDefault exists under Section 11.1(c) of the Credit Agreement by reasonof F.Y.I.'s failure to comply with the financial covenant set forth in Section10.1 during such period (the "Existing Default" and suchcovenant, the "Violated Covenant").  In accordance with the Credit Agreement, F.Y.I. has requestedthat the Lenders waive the Existing Default.

 

F.Y.I. has also advised the Administrative Agent andthe Lenders that F.Y.I. would like to exclude any after tax gain related to thedisposition of the assets of MAVRICC Management Systems ("MAVRICC")from the calculation of Consolidated Net Income for the fiscal quarter endingSeptember 30, 2001 (the "Affected Fiscal Quarter") forpurposes of computation of the minimum Consolidated Net Worth required by Section10.1 as of the end of the Affected Fiscal Quarter.  An explanation of the reasons for therequested exclusion of any after tax gains related to the MAVRICC Disposition(as such term is defined below) is included in the letter dated July 31, 2001from Barry L. Edwards of F.Y.I. to Steven A. Mackenzie of the AdministrativeAgent, a true and correct copy of which is attached as Exhibit A hereto.

 

Subject to the terms and conditions of this letter(the "Waiver Letter"), each of the undersigned Lenders (a)waives the Existing Default and agrees not to exercise any rights or remediesavailable as a result of the occurrence thereof for the period from June 30,2001 to the earlier to occur of (i) the disposition by F.Y.I. of the assets ofMAVRICC in accordance with the terms of the conditional consent set forth in Section2.5 of the First Amendment to Credit Agreement dated as of June 27, 2001among F.Y.I., the Administrative Agent and the Lenders (the "MAVRICCDisposition"), or (ii) August 31, 2001, and (b) agrees to allow F.Y.I.to exclude after tax gains of up to $6,500,000 related to the MAVRICCDisposition from the calculation of Consolidated Net Income for the AffectedFiscal Quarter for purposes of computation of the minimum Consolidated NetWorth required by Section 10.1 as of the end of the Affected FiscalQuarter.

 

To induce the Administrative Agent and the Lenders toagree to the terms of this Waiver Letter, F.Y.I. and the other Loan Parties (bytheir execution below) agree that:

 

1.             The waiver specifically described herein shall notconstitute and shall not be deemed a waiver of any other Default or Event ofDefault, whether arising as a result of the further violations of the Violated Covenantor otherwise, or a waiver of any rights or remedies arising as a result of suchother Defaults or Events of Default. The failure to comply with the Violated Covenant for any date, or anyperiod ending on any date, other than as described above shall constitute anEvent of Default.

 

2.             Except asspecifically set forth herein, all terms and provisions of the Loan Documents,all rights of Administrative Agent and the Lenders thereunder and allobligations of F.Y.I. and the other Loan Parties thereunder shall remain infull force and effect and are ratified and confirmed in all respects.  F.Y.I. and each Loan Party agree to strictlycomply with the Loan Documents.

 

3.             The CreditAgreement and the other Loan Documents shall continue to be legal, valid, bindingand enforceable in accordance with their respective terms.

 

IN ADDITION, TO INDUCE THE ADMINISTRATIVE AGENT ANDTHE LENDERS TO AGREE TO THE TERMS OF THIS WAIVER LETTER, F.Y.I. AND EACH LOANPARTY (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE OFITS EXECUTION OF THIS WAIVER LETTER THERE ARE NO CLAIMS OR OFFSETS AGAINST ORDEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND INACCORDANCE THEREWITH IT:

 

(a)           WAIVER.  WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSESOR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE OF ITSEXECUTION OF THIS WAIVER LETTER AND

 

(b)           RELEASE.  RELEASES AND DISCHARGES THE ADMINISTRATIVEAGENT AND THE LENDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE "RELEASEDPARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES,CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN ORUNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH F.Y.I. OR ANY LOANPARTY EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTYARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOANDOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

 

F.Y.I. also representsand warrants to the Administrative Agent and each Lender that the followingstatements are true, correct and complete: (a) after giving effect to thisWaiver Letter, no Default or Event of Default has occurred and is continuing;(b) after giving effect to this Waiver Letter, the representations andwarranties set forth in the Loan Documents are true and correct in all materialrespects on and as of the date hereof with the same effect as though made onand as of such date except with respect to any representations and warrantieslimited by their terms to a specific date; and (c) the execution, delivery andperformance of this Waiver Letter has been duly authorized by all necessaryaction on the part of F.Y.I. and each Loan Party.

 

THIS WAIVER LETTER 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 OR VARIEDBY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS ORDISCUSSIONS OF THE PARTIES HERETO.  ThisWaiver Letter shall be governed by and construed in accordance with theinternal laws of the State of Texas without regard to conflicts of law principles.  This Waiver Letter may be executed in one ormore counterparts and on telecopied counterparts each of which shall be deemedan original but all of which together shall constitute one and the same agreement.

 

[Remainder of pageintentionally left blank; signature pages to follow.]

 
|   | Very truly yours,                                          |
|--------|------------------------------------------------------------|
|   | BANK OF AMERICA, N.A.,                                     |
|   | as Administrative Agent                                    |
|   |                                                       |
|   | By:                                                        | /s/ S.M. Paul |
|   | Name:                                                      | Suzanne M. Paul |
|   | Title:                                                     | Vice President |
|   |                                                       |
|   | BANK OF AMERICA,  N.A., as a Lender                        |
|   |                                                       |
|   | By:                                                        | /s/ Steven A.Mackenzie |
|   | Name:                                                      | Steven A.  Mackenzie |
|   | Title:                                                     | Vice President |
|   |                                                       |
|   | SUNTRUST BANK,  as a Lender                                |
|   |                                                       |
|   | By:                                                        | /s/ Daniel S.  Komitar |
|   | Name:                                                      | Daniel S.  Komitar |
|   | Title:                                                     | Director |
|   |                                                       |
|   | WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as a  Lender |
|   |                                                       |
|   | By:                                                        | /s/ Zach Johnson |
|   | Name:                                                      | Zach Johnson |
|   | Title:                                                     | Vice President |
|   |                                                       |
|   | BANK ONE, NA, as a Lender                                  |
|   |                                                       |
|   | By:                                                   | /s/ Thomas R. Froes |
|   | Name:                                                      | Thomas R. Froes |
|   | Title:                                                | Authorized Signatory |
|   |                                                       |
|   | BNP PARIBAS, as a Lender                                   |
|   |                                                       |
|   | By:                                                   | /s/ Jeff Tebeaux | /s/ | Henry F. Setina |
|   | Name:                                                      | Jeff Tebeaux | Henry F. Setina |
|   | Title:                                                | Associate | Associate |
|   |                                                       |
|   | FIRST UNION NATIONAL BANK, as a Lender                     |
|   |                                                       |
|   | By:                                                   | /s/ Nicholas A.J. Hahn |
|   | Name:                                                      | Nicholas A.J. Hahn |
|   | Title:                                                | Assistant Vice President |
|        |                                                            |  |  |  |  |  |  |

 
|   | THE BANK OF NOVA  SCOTIA, as a Lender |
|--------|---------------------------------------|
|   |                                  |
|   | By:                                   | /s/ F.C.H. Ashby |
|   | Name:                                 | F.C.H. Ashby |
|   | Title:                                | Senior Manager Loan Operations |
|   |                                  |
|   | THE CHASE MANHATTAN BANK, as a Lender |
|   |                                  |
|   | By:                                   | /s/ Michael D.S. Kerner |
|   | Name:                                 | Michael D.S. Kerner |
|   | Title:                                | Vice President |
|   |                                  |
|   | WACHOVIA BANK, N.A., as a Lender      |
|   |                                  |
|   | By:                                   | /s/ Bradford L. Watkins |  
 

Name:

Bradford L. Watkins

 

Title:

Vice President

 

 

 

WASHINGTON MUTUAL BANK, as a Lender

 

 

 

By:

/s/ Bruce Kendrex

 
 

Name:

Bruce Kendrex

 

Title:

Vice President

 

 

 

TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as a  Lender

 

 

 

By: 

/s/ Paul Howell

 
 

Name:

Paul Howell

 

Title:

Vice President

 

 

 

RAYMOND JAMES BANK, FSB, as a Lender

 

 

 

By:

/s/ William C. Beiler

 
 

Name:

William C. Beiler

 

Title:

Executive Vice President

 

 

Chief Credit Officer

 

Accepted and agreed to

as of the date first written above:

 

**BORROWER****:**

F.Y.I. INCORPORATED

 

By:

/s/ Barry L. Edwards

 

Name:

Barry L. Edwards

 

Title:

Executive Vice President and Chief

Financial Officer

 

 

**LOANPARTIES****:**

ADVANCED DIGITALGRAPHICS, INC.

AMERICAN ECONOMICS GROUPACQUISITION CORP.

AMERICAN ECONOMICS GROUP,INC.

APS SERVICES ACQUISITION CORP.

ASSOCIATE RECORD TECHNICIAN SERVICES ACQUISITION CORP.

B&B(BALTIMORE-WASHINGTON) ACQUISITION CORP.

BANKNOTE PRINTING COMPANY

CALIFORNIA MEDICAL RECORDSERVICE ACQUISITION CORP.

CH ACQUISITION CORP.

COPY RIGHT ACQUISITIONCORP.

COPY RIGHT, INC.

CREATIVE MAILINGS, INC.

DATA ENTRY &INFORMATIONAL SERVICES ACQUISITION CORP.

DATA ENTRY &INFORMATIONAL SERVICES, INC.

DELIVEREX ACQUISITIONCORP.

DISC ACQUISITION CORP.

DOCTEX ACQUISITION CORP.

DPAS ACQUISITION CORP.

EAGLE LEGAL SERVICESACQUISITION CORP.

ECONOMIC RESEARCHSERVICES, INC.

EXIGENT COMPUTER GROUPACQUISITION CORP.

EXIGENT COMPUTER GROUP,INC.

F.Y.I. CORPORATEACQUISITION CORP.

F.Y.I. DIRECT INC.

FYIDOCS.COM INC.

F.Y.I.ETRIEVEINCORPORATED

F.Y.I. GOVERNMENT SERVICESINC.

F.Y.I. HEALTHSERVEINCORPORATED

F.Y.I. IMAGE INC.

F.Y.I. INPUT INC.

F.Y.I. INTEGRATEDSOLUTIONS INC.

F.Y.I. INVESTMENTSHOLDING, INC.

F.Y.I. LEGAL INCORPORATED

F.Y.I. LEGALSERVEINCORPORATED

F.Y.I. MANAGEMENT, INC.

F.Y.I. PRINT INC.

F.Y.I. RADIOLOGY, INC.

F.Y.I. RECORDS INC.

F.Y.I. STORAGE INC.

GLOBAL DIRECT ACQUISITIONCORP.

GLOBAL DIRECT, INC.

HEALTHSERVE V.C. CORP.

IMAGENT ACQUISITION CORP.

IMC MANAGEMENT, INC.

INFORMATION MANAGEMENTSERVICES ACQUISITION CORP.

INFORMATION MANAGEMENTSERVICES, INC.

INPUT MANAGEMENT, INC.

LEXICODE ACQUISITIONCORP.

LEXICODE CORPORATION

LIFO MANAGEMENT, INC.

MAILING & MARKETINGACQUISITION CORP.

MAILING & MARKETING,INC.

MANAGED CAREPROFESSIONALS ACQUISITION CORP.

MANAGED CAREPROFESSIONALS, INC.

MAVRICC MANAGEMENTSYSTEMS, INC.

MICRO PUBLICATIONSYSTEMS, INC.

MICROFILM DISTRIBUTIONSERVICES, INC.

MICROFILMING SERVICES,INC.

MICROMEDIA OF NEWENGLAND ACQUISITION CORP.

MICROMEDIA OF NEWENGLAND, INC.

MMS ESCROW ANDTRANSFER AGENCY, INC.

NBDE ACQUISITION CORP.

NEWPORT BEACH DATA ENTRY,INC.

NEWPORT BEACH DATA ENTRY,LLC

PENINSULA RECORDMANAGEMENT, INC.

PERMANENT RECORDSMANAGEMENT, INC.

PINNACLE MANAGEMENT, INC.

PMI IMAGING SYSTEMSACQUISITION CORP.

PREMIER ACQUISITION CORP.

QCS INET ACQUISITIONCORP.

QUALITY COPY ACQUISITIONCORP.

QUALITY DATA CONVERSIONS,INC.

RAC (CALIFORNIA)ACQUISITION CORP.

RECORDEX ACQUISITIONCORP.

RESEARCHERS ACQUISITIONCORP.

RTI LASER PRINT SERVICESACQUISITION CORP.

RUST CONSULTINGACQUISITION CORP.

RUST CONSULTING, INC.

STAT HEALTHCARECONSULTANTS ACQUISITION CORP.

STAT HEALTHCARECONSULTANTS, INC.

SYNERGEN, LLC

TAPS ACQUISITION CORP.

T.C.H. GROUP, INC.

TCH MAILHOUSE, INC.

THE RUST CONSULTINGGROUP, INC.

ZIA INFORMATION ANALYSISGROUP, INC.

 

By: 

/s/  Barry L. Edwards

 

 

Barry L. Edwards, Authorized Officer  for each of the above entities

 

 

F.Y.I.  INVESTMENTS, INC.

 

By: 

/s/  Ron Zazworsky

 

Name:  

Ron Zazworsky

Title:

President

 

F.Y.I. MANAGEMENT, L.P.

By:

F.Y.I. Management,  Inc., its general partner

 

 

By: 

/s/ Barry L. Edwards

 

 

Name:

Barry L. Edwards

 

Title:

Vice President

 

IMC, L.P.

By:

IMC Management, Inc.,  its general partner

 

 

By:

/s/ Barry L.  Edwards

 

 

Name:

Barry L. Edwards

 

Title:

Vice President

 

INPUT OF TEXAS,  L.P.

By:

Input  Management, Inc., its general partner

 

 

 

By:

/s/ Barry L.  Edwards

 

 

Name:  

Barry L. Edwards

 

Title:    

Vice President

 

 

 

LIFO SYSTEMS, L.P.

By:

LIFO Management, Inc.,  its general partner

 

 

 

 

By:

/s/ Barry L. Edwards

 

 

Name:

Barry L. Edwards

 

Title:

Vice President

 

 

 

PERMANENT RECORDS, L.P.

By:

Permanent Records  Management, Inc., its general partner

 

 

By:

/s/ Barry L. Edwards

 

 

Name: 

Barry L. Edwards

 

Title:

Vice President

 

PINNACLE LEGAL  MANAGEMENT LIMITED PARTNERSHIP

By:

Pinnacle Management, Inc., its general partner

 

 

By:

/s/ Barry L. Edwards

 

 

Name: 

Barry L. Edwards

 

Title:   

Vice President

 

  |