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Exhibit 10.49    
  


 
 

WAIVER AND AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT    
  


        This Waiver and Amendment Number One to Loan and Security Agreement ("Amendment") is entered into as of
March 27, 2002, among US SEARCH.COM, INC., a Delaware corporation ("USI") and  PROFESSIONAL RESOURCE SCREENING,
INC., a Delaware corporation ("PRSI"), formerly known as US SEARCH
SCREENING SERVICES, INC., a Delaware corporation ("Screening") (each a "Borrower", and
collectively, jointly and severally, the "Borrowers"), on the one hand, and COMERICA
BANK—CALIFORNIA, successor by merger to Imperial Bank ("Bank"), on the other hand, and in light of the following: 


	A.
	USI
and Bank have previously entered into that certain Loan and Security Agreement, dated as of September 12, 2001 (as amended from time to time, the
"Loan Agreement").



	B.
	USI,
Screening and Bank have previously entered into that certain Forbearance Agreement, dated as of December 24, 2001 (the "Forbearance
Agreement"), and that certain Joint and Several Borrower Rider, dated as of December 24, 2001 (the "Rider"), whereby,
among other things, Screening became a Borrower under the Loan Agreement. In connection with the Loan Agreement, the Forbearance Agreement, and the Rider, Borrowers and Bank have entered into various
other agreements (such agreements, together with the Loan Agreement, the Forbearance Agreement, and the Rider, are collectively referred to herein as the "Loan
Documents").



	C.
	Events
of Default occurred under the terms of the Loan Documents as a result of: (i) Borrowers' failure to comply with Financial Statements, Reports, Certificates covenant set
forth in Section 6.2 of the Loan Agreement for the month ending January 31, 2002, failure to comply with such covenant being an Event of Default under Section 8.2 of the Loan
Agreement, and (ii) Borrowers' failure to comply with the Compliance with VISA Merchant Card Services covenants set forth in Section 6.10(a) and Section 6.10(b) of the Loan
Agreement for the month ending January 31, 2002, failure to comply with
such covenants being an Event of Default under Section 8.2 of the Loan Agreement (collectively, the "Existing Defaults").



	D.
	Screening
changed its name to PRSI pursuant to that certain Certificate of Amendment of Articles of Incorporation, dated as February 25, 2002.



	E.
	Borrowers
and Bank desire to amend the Loan Agreement and to waive the Existing Defaults in accordance with the terms and conditions contained herein. 



        NOW, THEREFORE, Borrowers and Bank hereby amend and supplement the Loan Agreement as follows: 


        1.    DEFINITIONS.    All initially capitalized terms used in this Amendment shall have the
meanings given to them in the Loan Agreement unless specifically defined herein. 


        2.    WAIVER.    Bank hereby waives the Events of Default arising out of the Existing
Defaults. This waiver applies only to the Existing Defaults and shall not in any way affect any other obligation, agreement or covenant of Borrowers, or any right or remedy of Bank, under the Loan
Agreement, as amended hereby. 


        3.    AMENDMENTS    



	(a)
	All
references to "US Search Screening Services, Inc., a Delaware corporation" or "Screening" in the Loan Agreement and all other Loan Documents shall be and mean, and shall be
revised to say, "Professional Resource Screening Services, Inc., a Delaware corporation". 



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	(b)
	Section 2.1
of the Loan Agreement is hereby amended and restated in its entirety to read as follows:



	2.1
	Credit Extensions. Borrower promises to pay to Bank, in lawful money of the United States of America, the aggregate unpaid principal
amount of all Credit Extensions made by Bank to Borrower, together with interest on the unpaid principal amount of such Credit Extensions at rates in accordance with the terms hereof.



	(a)
	Revolving Advances.



	(i)
	Amount. Subject to and upon the terms and conditions of this Agreement (1) Borrower may request
Advances in an aggregate outstanding amount not to exceed the Committed Revolving Line, and (2) amounts borrowed pursuant to this Section 2.1(a) may be repaid and reborrowed at any time
prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium.



	(ii)
	Form of Request. Whenever Borrower desires an Advance, Borrower will notify Bank by facsimile
transmission or telephone no later than 3:00 p.m. Pacific time, on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form
in substantially the form of Exhibit C. Bank is authorized to make Advances under this Agreement, based upon instructions received from a
Responsible Officer or a designee of a Responsible Officer, or without instructions if in Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid.
Bank shall be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank
harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Advances made under this Section 2.1(a) to Borrower's deposit account. 









	(b)
	Borrowing Base Advances.



	(i)
	Amount. If no availability exists under the Committed Revolving Line, then (1) Borrower may
request Borrowing Base Advances in an aggregate outstanding amount not to exceed the lesser of (A) the Borrowing Base Line or (B) the Borrowing Base, and (2) amounts borrowed
pursuant to this Section 2.1(b) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Borrowing Base Advances under this Section 2.1(b) shall
be immediately due and payable. Borrower may prepay any Borrowing Base Advances without penalty or premium.



	(ii)
	Form of Request. Whenever Borrower desires a Borrowing Base Advance, Borrower will notify Bank by
facsimile transmission or telephone no later than 3:00 p.m. Pacific time, on the Business Day that the Borrowing Base Advance is to be made. Each such notification shall be promptly confirmed
by a Payment/Advance Form in substantially the form of Exhibit C. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a
designee of a Responsible Officer, or without instructions if in Bank's discretion such Borrowing Base Advances are necessary to meet Obligations which have become due and remain unpaid. Bank shall be
entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any
damages or 









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loss suffered by Bank as a result of such reliance. Bank will credit the amount of Borrowing Base Advances made under this Section 2.1(b) to Borrower's deposit account. 




	(c)
	Equipment Advances.



	(i)
	Subject
to and upon the terms and conditions of this Agreement, Bank agrees to make advances (each an "Equipment Advance" and, collectively, the
"Equipment Advances") to Borrower at any time from the date hereof through the Equipment Advance Availability End Date. The aggregate outstanding amount of Equipment Advances shall not exceed the
Equipment Line. And Bank may advance up to 30% of the aggregate amount of outstanding Equipment Advances as Software Equipment Advances; provided,  however,
that each Software Equipment Advance shall be in a minimum amount of $100,000. Each Equipment Advance shall not exceed 100% of the invoice
amount of equipment and software approved by Bank from time to time (which Borrower shall, in any case, have purchased within 60 days of the date of the corresponding Equipment Advance),
excluding taxes, shipping, warranty charges, freight discounts, installation expense, and other such soft costs.



	(ii)
	At
the time of each Hardware Advance, the aggregate of the then outstanding principal balance of the Hardware Advances, if any, shall be added to the
new Hardware Advance and the total aggregate balance of both shall be payable in equal monthly installments, including all accrued interest thereon, on the last day of each month commencing on the
first (1st) full calendar month following the initial advance and each such subsequent advance hereunder and continuing on the last day of each succeeding month until the Equipment Maturity Date, at
which time all amounts due in connection with the Hardware Advances made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable.



	(iii)
	Interest
on each Software Equipment Advance shall begin to accrue on the funding date of the relevant Software Equipment Advance. Each Software
Equipment Advance shall be payable in eighteen (18) equal monthly principal installments, plus all accrued interest, beginning on the date that is one month after such Software Equipment
Advance is funded and continuing on the same day of each subsequent month thereafter (or on the last day of the month if the date of funding was on the 31st day of any month) through the
date that is 18 months after such Software Equipment Advance funding date.



	(iv)
	Equipment
Advances may not be prepaid. Any Equipment Advance or portion thereof, once repaid may not be reborrowed.



	(v)
	When
Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be
received no later than 3:00 p.m. Pacific time one Business Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of  Exhibit C. The
notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be
financed. 









	(d)
	Letter of Credit.



	(i)
	Bank
issued for the account of Borrower a standby letter of credit (ID No. 569842), with a maturity date of November 30, 2002
("Letter of Credit"). On each and every L/C Commitment Reduction Date, Bank shall reduce the L/C Commitment in such amount and the stated amount of the
Letter of Credit shall reduce, per the terms of 







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the
Letter of Credit, to an amount not greater than the L/C Commitment as reduced and in effect on such date. Borrower will pay any standard fees that Bank notifies Borrower will be charged for
processing the Letter of Credit. 



	(ii)
	Borrower
agrees to grant and pledge to Bank a continuing security interest in the Second TCD to secure prompt repayment of the Letter of Credit. Such
security interest shall constitute a valid, first priority security interest in the Second TCD, and will constitute a valid, first priority security interest in accrued interest or proceeds therefrom.
Notwithstanding any termination, Bank's Lien on the Second TCD shall remain in effect for so long as the Letter of Credit is outstanding. 





	(c)
	Section 2.2
of the Loan Agreement is hereby amended and restated in its entirety to read as follows:



	2.2
	Overadvances. If the aggregate amount of the outstanding Advances, Borrowing Base Advances and Equipment Advances exceeds the Maximum
Commitment at any time, Borrower shall immediately pay to Bank, in cash, the amount of such excess.



	(d)
	Section 2.3(a)
of the Loan Agreement is hereby amended and restated in its entirety to read as follows:



	(a)
	Interest Rates.



	(i)
	Advances, Borrowing Base Advances, and Letter of Credit. Except as set forth in Section 2.3(b)
the Advances, the Borrowing Base Advances, and any drawn but unreimbursed amounts under the Letter of Credit shall bear interest, on the outstanding daily balance thereof, at a rate equal to 2.50%
above the Prime Rate.



	(ii)
	Equipment Advances. Except as set forth in Section 2.3(b) the Equipment Advances shall bear
interest, on the outstanding daily balance thereof, at a rate equal to 2.75% above the Prime Rate. 









	(e)
	Section 2.3(c)
of the Loan Agreement is hereby amended and restated in its entirety to read as follows:



	(c)
	Interest
on the Advances shall be due and payable on the last calendar day of each month during the term hereof. Any interest not paid when due shall be compounded by becoming a part
of the Obligations, and such interest shall thereafter accrue interest at the rate then applicable hereunder. Bank shall, at its option, charge such interest, all Bank Expenses, and all Periodic
Payments against any of Borrower's deposit accounts, including Account Number 38-059-297 (such debits are not a setoff), or against the Committed Revolving Line or, if no
availability exists under the Committed Revolving Line, then against the Borrowing Base Line, in which case those amounts shall thereafter accrue interest at the rate then applicable hereunder. 









	(f)
	Section 5.3
of the Loan Agreement is hereby amended and restated in its entirety to read as follows:



	5.3
	Collateral. Borrower has good title to the Collateral, free and clear of Liens, except for Permitted Liens. The Eligible Accounts are
bona fide existing obligations. The property giving rise to such Eligible Accounts has been delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the
account debtor. Borrower has not received notice of actual or imminent Insolvency Proceeding of any account debtor whose accounts are included in any Borrowing Base Certificate as an Eligible Account.
All Inventory is in all material respects of 







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good
and marketable quality, free from all material defects, except for Inventory for which adequate reserves have been made. 




	(g)
	Section 6.2
is hereby amended and restated in its entirety to read as follows:



	6.2
	Financial Statements, Reports, Certificates. Borrower shall deliver to Bank: (a) as soon as available, but in any event within
30 days after the end of each calendar month, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form
acceptable to Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within 90 days after the end of Borrower's fiscal year commencing
December 31, 2001, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise
consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (c) if applicable, copies of all statements,
reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed
with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could
result in damages or costs to Borrower or any Subsidiary of $100,000 or more; (e) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower
in the
ordinary course of business as Bank may reasonably request from time to time, including the minutes from Borrower's board of directors; and (f) within 30 days of the last day of each
fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or
Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower's Intellectual Property Collateral, including but not limited to any subsequent
ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B,
and C of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.



	(a)
	Within
30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer
in substantially the form of Exhibit D hereto. 







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	(b)
	Within
20 days after the last day of each month, and in addition, in connection with each request of a Borrowing Base Advance, Borrower shall deliver to Bank a Borrowing Base
Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto, together with aged listings of accounts receivable and
accounts payable.



	(c)
	Bank
shall have a right from time to time hereafter to audit Borrower's Accounts and appraise Collateral during normal business hours at Borrower's expense.



	(d)
	Borrower
shall immediately provide Bank with a detailed schedule of all equipment purchases and associated expenses in connection with each Equipment Advance.



	(e)
	On
the fifth (5th) and twentieth (20th) day of every month, Borrower shall deliver to Bank a cash flow report, signed by a Responsible Officer, in form reasonably
acceptable to Bank, which cash flow report shall include 3 weeks trailing (actual) cash flow and 6 weeks forward (projected) cash flow.



	(f)
	On
or before November 30, 2002, Borrower shall deliver the Plan Projections to Bank.



	(h)
	Section 6.6
of the Loan Agreement is hereby amended and restated in its entirety to read as follows: 





	6.6
	Primary Depository; First TCD and Second TCD.



	(a)
	Borrower
shall maintain its primary depository and operating accounts with Bank or Bank's affiliates.



	(b)
	Effective
March 31, 2002, Borrower shall maintain not less than $1,250,000 of its unrestricted cash and cash equivalents in deposit or investment accounts with Bank or Bank's
Affiliates (subject to control agreements if with Affiliates) at all times.



	(c)
	Borrower
shall maintain the First TCD and Second TCD at Bank, such amount of Second TCD reducing per reduction of the L/C Commitment on the L/C Commitment Reduction Dates.



	(i)
	Section 6.7
of the Loan Agreement is hereby amended and restated in its entirety to read as follows: 












	6.7
	Financial Covenants. Borrower shall maintain, as of the last day of each calendar month unless stated otherwise:



	(a)
	Operating Performance. Effective March 2002, and continuing monthly thereafter, actual company revenues of no less than 75% of
the Plan Projections;



	(b)
	Minimum EBITDA. Effective August 31, 2002, and monthly thereafter, an EBITDA calculated on a two month trailing average of at
least $1.00; and



	(c)
	Debt/Tangible Net Worth Ratio. Effective March 31, 2002, a ratio of Total Liabilities less Subordinated Debt to Tangible Net
Worth plus Subordinated Debt of not more than 1.50 to 1.00.



	(j)
	Section 6.10(b)
of the Loan Agreement is hereby amended and restated in its entirety to read as follows:



	(b)
	Commencing
on or before April 30, 2002, and continuing up to and including April 30, 2003, Borrower shall cause itself to be removed from VISA's Merchant Chargeback
Monitoring Program (the "Program"). 





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	(k)
	Section 8
of the Loan Agreement is further amended by adding the following clause (8.10): 





	8.10
	Dissolution of Pequot. If Pequot Private Equity Fund II, L.P., a Delaware limited partnership
("Pequot"), during the term of this Agreement, unless Bank shall otherwise consent in writing, winds up, dissolves or otherwise terminates its corporate
existence, or consolidates with or merges with or into, or sells, loans or otherwise transfers all or substantially all of its assets to, any entity unless: (a) the
entity formed by a consolidation with or into which Pequot is merged or the entity that acquires all or substantially all of the assets of Pequot, as the case may be, shall be organized and existing
under the laws of the United States or any state thereof; (b) such entity shall expressly assume the obligations of Pequot under that certain Limited Guaranty, dated as of March 29,
2002, executed by Guarantor in favor of Bank (the "Guaranty"), in a written instrument duly authorized, executed and delivered to Bank; and (c) such entity shall have, immediately after the
consolidation, merger, transfer or loan, a net worth not less than the net worth of Pequot, and a debt to net worth ratio not greater than that of Pequot, in each case, as determined in accordance
with generally accepted accounting principles, and measured with respect to Pequot immediately before the consolidation, merger, transfer or loan.



	(l)
	Exhibit A of the Loan Agreement is hereby amended by adding the following new definition thereto in the appropriate alphabetical
order: 







"Borrowing
Base" means an amount equal to 80% of Eligible Accounts, as determined by Bank with reference to the most recent Borrowing Base Certificate delivered by Borrower. 



	(m)
	Exhibit A of the Loan Agreement is hereby amended by adding the following new definition thereto in the appropriate alphabetical
order: 





"Borrowing
Base Advance" or "Borrowing Base Advances" means a cash advance or cash advances under the Borrowing Base Facility. 



	(n)
	Exhibit A of the Loan Agreement is hereby amended by adding the following new definition thereto in the appropriate alphabetical
order: 



"Borrowing
Base Facility" means the facility under which Borrower may request Bank to issue Borrowing Base Advances, as specified in Section 2.3(b) hereof. 



	(o)
	Exhibit A of the Loan Agreement is hereby amended by adding the following new definition thereto in the appropriate alphabetical
order: 





"Borrowing
Base Line" means a Credit Extension of up to $1,000,000. 



	(p)
	The
definition of "Committed Revolving Line" in Exhibit A to the Loan Agreement is hereby amended and restated in its entirety to read as follows: 



"Committed
Revolving Line" means a Credit Extension of up to $2,000,000. 



	(q)
	The
definition of "Credit Extension" in Exhibit A to the Loan Agreement is hereby amended and restated in its entirety to read as follows: 





"Credit
Extension" means each Advance, Borrowing Base Advance, Equipment Advance, issuance of the Letter of Credit, or any other extension of credit by Bank for the benefit of Borrower hereunder. 



	(r)
	Exhibit A of the Loan Agreement is hereby amended by adding the following new definition thereto in the appropriate alphabetical
order: 





"Eligible
Accounts" means those Accounts that arise in the ordinary course of Borrower's business that comply with all of Borrower's representations and warranties to Bank set forth in
Section 5.3; provided, that Bank may change the standards of eligibility by giving Borrower 




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30 days prior written notice. Unless otherwise agreed to by Bank, Eligible Accounts shall not include the following: 



	(a)
	Accounts
that the account debtor has failed to pay within 90 days of invoice date;



	(b)
	Accounts
with respect to an account debtor, 25% of whose Accounts the account debtor has failed to pay within 90 days of invoice date;



	(c)
	Accounts
with respect to which the account debtor is an officer, employee, or agent of Borrower;



	(d)
	Accounts
with respect to which goods are placed on consignment, guaranteed sale, sale or return, sale on approval, bill and hold, or other terms by reason of which the payment by the
account debtor may be conditional;



	(e)
	Accounts
with respect to which the account debtor is an Affiliate of Borrower;



	(f)
	Accounts
with respect to which the account debtor does not have its principal place of business in the United States;



	(g)
	Accounts
with respect to which the account debtor is the United States or any department, agency, or instrumentality of the United States;



	(h)
	Accounts
with respect to which Borrower is liable to the account debtor for goods sold or services rendered by the account debtor to Borrower, but only to the extent of any amounts
owing to the account debtor against amounts owed to Borrower;



	(i)
	Accounts
with respect to an account debtor, including Subsidiaries and Affiliates, whose total obligations to Borrower exceed 20% of all Accounts, to the extent such obligations
exceed the aforementioned percentage, except as approved in writing by Bank;



	(j)
	Accounts
with respect to any accounts receivables derived from any credit card transactions;



	(k)
	Accounts
with respect to which the account debtor disputes liability or makes any claim with respect thereto as to which Bank believes, in its sole discretion, that there may be a
basis for dispute (but only to the extent of the amount subject to such dispute or claim), or is subject to any Insolvency Proceeding, or becomes insolvent, or goes out of business; and



	(l)
	Accounts
the collection of which Bank reasonably determines after inquiry and consultation with Borrower to be doubtful.



	(s)
	Exhibit A of the Loan Agreement is hereby amended by adding the following new definition thereto in the appropriate alphabetical
order: 



"First
TCD" means that certain $550,000 time certificate of deposit account held by Bank, account number 942750000005786, and any replacement or substitution therefor, and the proceeds of any of the
foregoing. 




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	(t)
	Exhibit A of the Loan Agreement is hereby amended by adding the following new definition thereto in the appropriate alphabetical
order: 



"L/C
Commitment" means the amount set forth in the table below opposite the applicable period: 




	Period
 
	 	L/C Commitment

	04/01/02—04/30/02	 	$	666,668
	05/01/02—05/31/02	 	$	583,335
	06/01/02—06/30/02	 	$	500,002
	07/01/02—07/31/02	 	$	416,669
	08/01/02—08/31/02	 	$	333,336
	09/01/02—09/30/02	 	$	250,003
	10/01/02—10/31/02	 	$	166,670
	11/01/02—11/30/02	 	$	83,337
	12/01/02	 	$	0






	(u)
	Exhibit A of the Loan Agreement is hereby amended by adding the following new definition thereto in the appropriate alphabetical
order: 





"L/C
Commitment Reduction Date" means the first day of April, May, June, July, August, September, October, and November, 2002. 



	(v)
	The
definition of "Letter of Credit Sublimit" in Exhibit A to the Loan Agreement is hereby deleted in its entirety and replaced
with the following: 



[Intentionally
Deleted.] 



	(w)
	Exhibit A of the Loan Agreement is hereby amended by adding the following new definition thereto in the appropriate alphabetical
order: 





"Maximum
Commitment" means a Credit Extension (excluding the stated amount of the Letter of Credit) of up to $3,000,000 



	(x)
	The
definition of "Plan Projections" in Exhibit A to the Loan Agreement is hereby amended and restated in its entirety to read
as follows: 



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"Plan
Projections" means those certain projections for the following periods: (i) commencing March 1, 2002 through and including December 31, 2002 set forth in a business plan
delivered to Bank on or before April 1, 2002, and (ii) commencing January 1, 2003 through and including April 30, 2003 set forth in a business plan delivered to Bank on or
before January 1, 2003. 



	(y)
	The
definition of "Revolving Maturity Date" in Exhibit A to the Loan Agreement is hereby amended and restated in its entirety to
read as follows:p 





"Revolving
Maturity Date" means March 26, 2003. 



	(z)
	Exhibit A of the Loan Agreement is hereby amended by adding the following new definition thereto in the appropriate alphabetical
order: 



"Tangible
Net Worth" means, on any date, the consolidated total assets of Borrower and its Subsidiaries plus Subordinated Debt minus, (i) any
amounts attributable to (a) goodwill, (b) intangible items such as unamortized debt discount and expense, Patents, trade and service marks and names, Copyrights and research and
development expenses except prepaid expenses, and (c) reserves not already deducted from assets, and (ii) Total Liabilities. 


	(aa)
	Exhibit A of the Loan Agreement is hereby amended by adding the following new definition thereto in the appropriate
alphabetical order: 





"Second
TCD" means that certain $750,000 time certificate of deposit account held by Bank, account number 942750000006008, and any replacement or substitution therefor, and the proceeds of any of the
foregoing. The Second TCD shall be reduced per reduction of the L/C Commitment on the L/C Commitment Reduction Dates. 



	(bb)
	Exhibit A of the Loan Agreement is hereby amended by adding the following new definition thereto in the appropriate
alphabetical order: 





"Total
Liabilities" is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower's consolidated balance sheet, including all Indebtedness, and current portion
Subordinated Debt allowed to be paid, but excluding all other Subordinated Debt. 



	(cc)
	Exhibit D of the Loan Agreement is hereby amended and restated in its entirety to read as attached hereto and incorporated by
this reference into the Amendment.



	(dd)
	A
new Exhibit E is hereby added to the Loan Agreement to read as attached hereto and incorporated by this reference into the
Amendment. 





        4.    REPRESENTATIONS AND WARRANTIES.    Borrowers hereby affirm to Bank that all of
Borrowers' representations and warranties set forth in the Loan Agreement are true, complete and accurate in all respects as of the date hereof. 


        5.    NO DEFAULTS.    Borrowers hereby affirm to Bank that, other than the Existing Defaults,
no Event of Default has occurred and is continuing as of the date hereof. 



        6.    CONDITIONS PRECEDENT.    The effectiveness of this Amendment (including the waiver of
the Existing Defaults under Section 2 hereof) is expressly conditioned upon the following: 



	(a)
	Receipt
by Bank of a fully earned, non-refundable Amendment Fee of $10,000;



	(b)
	Receipt
by Bank of a warrant to purchase 55,487 shares of USI's Common Stock at an exercise price per share equal to $0.85 per share, on Bank's form, with a 7-year
maturity, inclusive of certain provisions to include but not be limited to assignability to Bank's affiliates, antidilution protection and a net exercise provision, and on the same terms as provided
to 



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Pequot
Private Equity Fund II, L.P., a Delaware limited partnership ("Pequot") in the last equity round, except that Bank shall have piggyback and
S-3 registration rights, duly executed and delivered by USI and Pequot to Bank; 



	(c)
	Receipt
by Bank of a limited continuing guaranty of the Obligations of Borrowers to Bank, in a form acceptable to Bank in its sole discretion, duly executed and delivered by Pequot to
Bank (the "Guaranty");



	(d)
	Receipt
by Bank of that certain Certified Certificate of Amendment of Articles of Incorporation, dated as of February 25, 2002, evidencing that Screening changed its name to
PRSI;



	(e)
	Filing
of amendments to financing statements as a result of Screening changing its name to PRSI; and



	(f)
	Receipt
by Bank of an executed copy of this Amendment. 




        7.    COSTS AND EXPENSES. Borrower shall pay to Bank all of Bank's out-of-pocket
costs and expenses (including, without limitation, the fees and expenses of its counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees,
documentation fees, appraisal fees, travel expenses, and other fees) arising in connection with the preparation, execution, and delivery of this Amendment, the Guaranty, and all related documents. 


        8.    LIMITED EFFECT. In the event of a conflict between the terms and provisions of this Amendment and
the terms and provisions of the Loan Agreement, the terms and provisions of this Amendment shall govern. In all other respects, the Loan Agreement, as amended and supplemented hereby, shall remain in
full force and effect. 


        9.    COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by
different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same
Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto. 


        *** 


        [remainder
of this page intentionally left blank] 


        ***



11





 

        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. 



	 	 	COMMERICA BANK — CALIFORNIA
	

 	
 	
By:	


	

 	
 	

Title:	


	

 	
 	
US SEARCH, INC.

a Delaware corporation
	

 	
 	

By:	


	

 	
 	

Title:	


	

 	
 	
PROFESSIONAL RESOURCE SCREENING, INC.,

formerly known as
 US SEARCH SCREENING SERVICES, INC.

a Delaware corporation
	

 	
 	

By:	


	

 	
 	

Title:	






12






  



 
 

Exhibit D    
    


 
  COMPLIANCE CERTIFICATE    
  


TO:
COMERICA BANK—CALIFORNIA 



FROM:
US SEARCH.COM, INC. 


        The
undersigned authorized officer of US SEARCH.COM, INC. hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and
Bank (the "Agreement"), (i) Borrower is in complete compliance for the period ending                    with all required covenants, including
without limitation the ongoing registration of
intellectual property rights in accordance with Section 6.8, except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in
all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with
Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. 


Please indicate compliance status by circling Yes/No under "Complies" column.  



	Reporting Covenant
 
	 	Required
 
	 	Complies

	Monthly financial statements*	 	Monthly within 30 days	 	Yes	 	No
	Annual (CPA Audited)	 	FYE within 120 days	 	Yes	 	No
	10K and 10Q	 	(as applicable)	 	Yes	 	No
	A/R & A/P Agings, Borrowing Base Cert	 	With each Borrowing Base Advance	 	Yes	 	No
	A/R Audit	 	Initial and Semi-annual	 	Yes	 	No
	IP Report	 	Quarterly within 30 days	 	Yes	 	No





	Financial Covenant
 
	 	Required
 
	 	Actual
 
	 	Complies

	Maintain on a Monthly Basis:	 	 	 	 	 	 	 	 
	 	1. Minimum Liquidity	 	
	 	
	 	Yes	 	No
	 	2. EBITDA Negative Variance	 	
	 	
	 	Yes	 	No
	 	3. Monthly Cash Burn	 	
	 	
	 	Yes	 	No
	 	4. Operating Performance	 	
	 	
	 	Yes	 	No
	 	5. Minimum EBITDA	 	
	 	
	 	Yes	 	No
	 	6. Debt/Tangible Net Worth Ratio	 	
	 	
	 	Yes	 	No




13





 

Comments Regarding Exceptions: See Attached. 



	 	 	BANK USE ONLY
	

 	
 	

Received by:

	Sincerely,	 	AUTHORIZED SIGNER
	

 	
 	

Date

	
	 	Verified:

	SIGNATURE	 	AUTHORIZED SIGNER
	
	 	Date:

	TITLE	 	 	 	 	 	 
	 	 	Compliance Status	 	Yes	 	No
	
	 	 	 	 	 	 
	DATE	 	 	 	 	 	 






	*
	Until
Borrower implements CVV-2, Borrower shall include within its monthly financial reporting to Bank, Pequot Capital's written certification that Borrower is observing a
"No Questions Asked" refund policy for billing disputes involving either fraud or customer dissatisfaction. 


14





 
 
 

Exhibit E    
  


 
 

BORROWING BASE CERTIFICATE    
  



Borrowers:
US SEARCH.COM, INC., and PROFESSIONAL RESOURCE SCREENING, INC. 


Lender:
Comerica Bank — California 


Commitment
Amount: $1,000,000 



	ACCOUNTS RECEIVABLE	 	 	 	 
	1.	 	Accounts Receivable Book Value as of	 	 	 	$__________
	2.	 	Additions (please explain on reverse)	 	 	 	$__________
	3.	 	TOTAL ACCOUNTS RECEIVABLE	 	 	 	$__________
	

ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)	
 	

 
	4.	 	Amounts over 90 days from invoice date	 	$__________	 	 
	5.	 	Balance of 25% over 90 day accounts	 	$__________	 	 
	6.	 	Concentration Limits	 	 	 	 
	7.	 	Foreign Accounts	 	$__________	 	 
	8.	 	Governmental Accounts	 	$__________	 	 
	9.	 	Contra Accounts	 	$__________	 	 
	10.	 	Demo Accounts	 	$__________	 	 
	11.	 	Intercompany/Employee Accounts	 	$__________	 	 
	12.	 	Other (please explain on reverse)	 	$__________	 	 
	13.	 	TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS	 	 	 	$__________
	14.	 	Eligible Accounts (#3 minus #13)	 	 	 	$__________
	15.	 	LOAN VALUE OF ACCOUNTS (    % of #14)	 	 	 	$__________
	

BALANCES	
 	

 	
 	

 
	16.	 	Maximum Loan Amount	 	 	 	$1,000,000
	17.	 	Total Funds Available [Lesser of #16 or #15]	 	 	 	$__________
	18.	 	Present balance owing on Borrowing Base Line	 	 	 	$__________
	19.	 	RESERVE POSITION (#17 minus #18 and #19)	 	 	 	$__________





        The undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Borrowing Base Certificate
complies with the representations and warranties set forth in the Loan and Security Agreement between the undersigned and Comerica Bank—California.



	US SEARCH.COM, INC.	 	PROFESSIONAL RESOURCE SCREENING, INC.
	

By:
	
 	

By:

	Authorized Signer	 	Authorized Signer




15









QuickLinks



Exhibit 10.49


WAIVER AND AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT




Exhibit D


COMPLIANCE CERTIFICATE


Exhibit E


BORROWING BASE CERTIFICATE