FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT") is entered into to be effective as of November 10, 1999, by and
among F.Y.I. Incorporated, a Delaware corporation ("F.Y.I."), the Lenders (as
such term is defined in the Credit Agreement, as hereinafter defined) which are
parties hereto, Paribas, a bank organized under the laws of France acting
through its Chicago Branch, as agent for itself and the other Lenders (the
"AGENT"), and Bank of America, N.A., successor by merger to NationsBank, N.A.
and Bank One, Texas, N.A., as co-agents for themselves and the other Lenders
(the "CO-AGENTS").
RECITALS
A. F.Y.I., the Agent, the Co-Agents and certain of the Lenders entered
into that certain Amended and Restated Credit Agreement dated as of February 17,
1998 (as amended by a First Amendment thereto dated as of August 3, 1998, a
Second Amendment thereto dated as of April 13, 1999, and a Third Amendment
thereto dated August 13, 1999, the "CREDIT AGREEMENT"), pursuant to which, among
other things, the Lenders agreed to make certain loans available to F.Y.I. upon
the terms and conditions set forth therein;
B. F.Y.I. has informed the Agent that one of F.Y.I.'s Subsidiaries,
Computer Central Corporation, has dissolved and that all of its assets have been
distributed to its sole shareholder, which is Borrower (such transaction, the
"Dissolution").
C. In accordance with the Credit Agreement, F.Y.I. and the other Loan
Parties have requested that the Lenders consent to F.Y.I.'s departure from the
following provisions of the Credit Agreement (collectively, the "APPLICABLE
COVENANTS") to permit the Dissolution.
1. Section 8.2, which restricts F.Y.I.'s ability to dissolve any of
its Subsidiaries;
b. Section 9.3, which also restricts F.Y.I.'s ability to dissolve
any of its Subsidiaries; and
3. Section 9.4, which restricts F.Y.I.'s Subsidiaries' ability to
make distributions on account of shares of their Capital Stock.
D. F.Y.I., the Agent, the Co-Agents and the Lenders also desire to amend
the Credit Agreement to increase the aggregate principal amount of the
Commitments, to add SunTrust Bank, Atlanta ("NEW LENDER") as a Lender, and in
certain other respects as more fully set out herein.
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
F.Y.I., the Lenders, the Agent and the Co-Agents hereby agree as follows:
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1. TERMS. All terms used herein which begin with an initial capital
letter shall, unless otherwise expressly defined herein, have the same
definitions assigned to such terms in the Credit Agreement, as modified by this
Amendment.
2. (a) CONSENT. Each of the Lenders hereby consents to F.Y.I's and
its Subsidiaries' non-compliance with the Applicable Covenants as specifically
described above solely for the purpose of allowing the Dissolution to occur and
agrees that such non-compliance with the Applicable Covenants (and only the
Applicable Covenants) will not result in an Event of Default under the Credit
Agreement.
(b) LIMITATION OF CONSENT. F.Y.I. and the other Loan Parties (by their
execution below) hereby agree with Agent and the Lenders that the approval
contained in clause (a) above shall not be deemed (i) an approval of the
departure from any Applicable Covenants with respect to any transaction other
than the Dissolution or (ii) a waiver of any other covenant or condition in any
Loan Document or (iii) a waiver of any Event of Default.
3. AMENDMENT TO THE COMMITMENT. Effective as of the date hereof, the
aggregate principal amount of the Commitments is increased from $125,000,000 to
$150,000,000. The amount set forth opposite the name of each Lender on the
signature pages hereto under the heading "Commitment" shall represent the
obligation of such Lender after giving effect to this Amendment and, in the case
of New Lender, as first established hereby.
4. DEFINITIONS.
(a) Effective as of the date hereof, the following definition appearing in
SECTION 1.1 of the Credit Agreement is hereby amended to read in its
entirety as follows:
"COMMITMENT" means, as to any Lender, the obligation of
such Lender to make or continue Loans and incur or
participate in Letter of Credit Liabilities hereunder in an
aggregate principal amount at any one time outstanding up to
but not exceeding the amount set forth opposite the name of
such Lender on the signature pages to the Fourth Amendment
to this Agreement under the heading "Commitment" or, if such
Lender is a party to an Assignment and Acceptance, the
amount set forth in the most recent Assignment and
Acceptance of such Lender, as the same may be reduced or
terminated pursuant to SECTION 2.13 or 11.2, and
"COMMITMENTS" means such obligations of all Lenders. As of
the date of the execution of the Fourth Amendment to this
Agreement, the aggregate principal amount of the Commitments
is $150,000,000.
"PLAN" means any employee benefit plan as defined in
Section 3(3) of ERISA, or any comparable plan of a
Governmental Authority, established or maintained or
contributed to by any Loan Party or any ERISA Affiliate,
including any Pension Plan.
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(b) Effective as of the date hereof, the following additional definitions
are added to SECTION 1.1 of the Credit Agreement to appear therein in its
proper alphabetical order and to read in its entirety as follows:
"DOMESTIC SUBSIDIARY" means any Subsidiary of F.Y.I.
which is organized under the laws of the United States or
one of the States thereof.
"FOREIGN SUBSIDIARY" means any Subsidiary of F.Y.I.
which is organized under the laws of a country or province
other than the United States or a State thereof.
"FOURTH AMENDMENT" means the Fourth Amendment to this
Agreement dated as of November 10, 1999.
5. AMENDMENT TO SECTION 5.3. Effective as of the date hereof, clauses
(a) and (b) in SECTION 5.3 of the Credit Agreement are hereby amended and
restated to read in their respective entirety as follows:
(a) grant or cause to be granted to the Agent for the benefit of
the Agent and the Lenders, (i) if the Subsidiary is a Domestic
Subsidiary, a perfected, first priority security interest in all
Capital Stock or other ownership interests in or indebtedness of such
Subsidiary owned by F.Y.I. or by any Subsidiary of F.Y.I. or, (ii) if
the Subsidiary is a Foreign Subsidiary, a perfected, first priority
security interest in sixty-six and two-thirds percent (66 2/3%) of
Capital Stock or other ownership interests in or indebtedness of such
Subsidiary owned by F.Y.I. or by any Subsidiary of F.Y.I. (to the
extent such Capital Stock or other ownership interests or indebtedness
are already not so pledged to the Agent);
(b) cause each Domestic Subsidiary to guarantee the payment and
performance of the Obligations by executing and delivering to the
Agent an appropriate Guaranty, substantially in the form of the
Guaranties delivered by other Subsidiaries of F.Y.I. on or about the
Closing Date, and which Guaranty also provides that such Subsidiary
agrees to comply with all of the covenants contained in this Agreement
applicable to it; and
6. AMENDMENT TO SECTION 5.4. Effective as of the date hereof, clause (a)
of SECTION 5.4 of the Credit Agreement is hereby amended by deleting the phrase
"1.75 to 1.00" wherever located therein and replacing it with the phrase "2.00
to 1.00".
7. AMENDMENT TO SECTION 8.11. Effective as of the date hereof, SECTION
8.11 of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
Section 8.11 ERISA; PLANS. F.Y.I. will, and will cause each of
its Subsidiaries and ERISA Affiliates to, comply with all minimum
funding requirements and all other
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material requirements of ERISA or other comparable Governmental
Requirement, if applicable, so as not to give rise to any liability
thereunder.
8. AMENDMENT TO SECTION 9.1. Effective as of the date hereof, clause (e)
of SECTION 9.1 of the Credit Agreement is hereby amended and restated to read
in its entirety as follows:
(e) Intercompany Debt between or among F.Y.I. and any of its
Wholly-Owned Subsidiaries incurred in the ordinary course of business,
subject to the requirement that any and all of the Debt permitted
pursuant to this SECTION 9.1(e) shall be unsecured, shall be evidenced
by instruments satisfactory to the Agent which will be pledged to the
Agent for the benefit of the Agent and the Lenders and shall be
subordinated to the Obligations pursuant to a subordination agreement
in form and substance satisfactory to the Agent (the foregoing being
referred to as "INTERCOMPANY DEBT"); PROVIDED ALSO that the aggregate
sum of (i) the outstanding principal amount of the loans, advances and
other extensions of credit made to Foreign Subsidiaries by F.Y.I. and
its Domestic Subsidiaries PLUS (ii) the Investments by F.Y.I. in any
Foreign Subsidiary (collectively, the "FOREIGN DEBT AND INVESTMENT")
shall not at any time exceed an amount equal to the product of the
book value of the total assets of F.Y.I. and its Subsidiaries, on a
consolidated basis in accordance with GAAP, MULTIPLIED by 5% (such
product herein the "MAXIMUM FOREIGN AMOUNT").
9. AMENDMENT TO SECTION 9.3. Effective as of the date hereof, clause
(ii) of SECTION 9.3 of the Credit Agreement is hereby amended and restated to
read in its entirety as follows:
(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
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 Agent, on behalf of the 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.
10. AMENDMENT TO SECTION 9.5. Effective as of the date hereof, clause (g)
of SECTION 9.5 of the Credit Agreement is amended and restated to read in its
entirety as follows:
(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
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Investments shall not at any time exceed an amount equal to the
Maximum Foreign Amount.
11. RELEASES.
(a) LENDER RELEASE. Agent and each Lender hereby release and discharge
each of F.Y.I.'s Foreign Subsidiaries from any and all obligations,
indebtedness, liability, claims, rights, causes of action or demands whatsoever,
whether known or unknown at the present time, suspected or unsuspected, which
Agent or any Lender ever had, now has, or claims to have against any of them
arising in any way from or relating to any Loan Document or the transactions
contemplated thereby and arising from the beginning of time through the date of
this Amendment.
(b) FOREIGN SUBSIDIARY RELEASE. Each Foreign Subsidiary now in existence
releases and discharges Agent and each Lender and their officers, directors,
employees, agents and attorneys (collectively, the "LENDER RELEASED PARTIES")
from any and all obligations, indebtedness, liability, claims, rights, causes of
action or demands whatsoever, whether known or unknown at the present time,
suspected or unsuspected, which any ever had, now has, or claims to have against
any Lender Released Party arising in any way from or relating to the Agreement,
any other Loan Document or the transactions contemplated thereby and arising
from the beginning of time through the date of this Amendment.
(c) GENERAL PROVISIONS RELATING TO RELEASES. Agent, each Lender and each
Foreign Subsidiary hereby represent that they have not assigned or transferred,
or purported to assign or transfer to any person or entity, any of the
obligations, indebtedness, liability, claims, rights, causes of action or
demands released pursuant hereto (the "CLAIMS") or any portion thereof or
interest therein and that it is the sole and rightful owner of any such Claims.
The parties hereto understand and agree (i) that the consideration for the
foregoing releases are contractual and not a mere recital; (ii) that neither
this Amendment, nor any part hereof, shall be used or construed as an admission
of liability on the part of any Foreign Subsidiary or any of the Lender Released
Parties; (iii) that the foregoing releases are knowing and voluntary and are
executed without reliance on any statement or representation concerning the
nature or extent of any claims, damages or legal liability therefor; (iv) that
each of Agent, each Lender and each Foreign Subsidiary has consulted with such
attorneys, accountants, financial advisors, and other advisors as they have
deemed necessary and appropriate in connection with the negotiation and
execution of this Amendment and are fully aware of the legal and financial
consequences of the execution of this Amendment.
12. CONDITIONS PRECEDENT. This Amendment shall be effective upon the
occurrence of each of the following:
(a) FOURTH AMENDMENT. The execution of this Amendment by each of
F.Y.I., the Agent, the Co-Agents, the Lenders and New Lender;
(b) CONSENTS. The execution of a consent to this Amendment by each
of the Loan Parties other than F.Y.I. in the form requested by the Agent,
which, among other things, shall reaffirm the Guaranty and Security
Agreement, if any, executed by each such Loan Party;
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(c) NOTE. A Note duly completed and executed by F.Y.I. and payable
to the order of New Lender in the principal amount of its Commitment.
(d) RESOLUTIONS. Resolutions of the board of directors of F.Y.I.
certified by its Secretary or an Assistant Secretary or other analogous
officer or representative which authorize the execution, delivery and
performance by the Loan Parties of this Amendment and such other Loan
Documents to be executed in connection herewith to which F.Y.I. or any
other Loan Party is to be a party;
(e) OFFICERS' CERTIFICATE. An officers' certificate of F.Y.I.
certifying as to the incumbency and signature of each officer of the Loan
Parties executing this Amendment and the other Loan Documents to be
executed in connection herewith, as to no changes to such Loan Parties'
articles or certificates of incorporation, other analogous constitutional
documents, or bylaws since the copies thereof most recently certified and
delivered to the Agent, and as to the continuing existence and good
standing of each Loan Party, such certificate to be dated as of a current
date and in form reasonably satisfactory to the Agent and its counsel;
(f) PAYMENT OF FEES AND EXPENSES. F.Y.I. shall have paid all fees
and expenses of or incurred by the Agent and its counsel to the extent
billed on or before the date hereof and payable pursuant to this Amendment;
(g) OPINIONS OF COUNSEL. A favorable opinion of Xxxxx Xxxxxxx & Xxxx
LLP, counsel for the Loan Parties, in form and substance satisfactory to
the Agent with respect to F.Y.I. and its Subsidiaries;
(h) NEW LENDER COMMITMENT FEES. F.Y.I. shall have paid all fees and
expenses to Agent on behalf of the New Lender as set forth in that certain
fee letter dated as of November 10, 1999, between Agent and F.Y.I.; and
(i) PROCEEDINGS SATISFACTORY. All matters and proceedings taken in
connection with this Amendment and the other Loan Documents to be delivered
in connection herewith shall be reasonably satisfactory to the Agent and
its counsel.
Borrower shall deliver, or cause to be delivered, to the Agent sufficient
counterparts of each agreement, document or instrument to be received by
the Agent under this SECTION 12 to permit the Agent to distribute a copy of
the same to each Lender.
13. REPRESENTATION AND WARRANTIES. F.Y.I. represents and warrants to the
Agent and each Lender that:
(a) the representations and warranties made by F.Y.I. in the Loan
Documents, as the same are amended hereby, are true and correct at the time
this Amendment is executed and delivered, except to the extent that such
representations and warranties are expressly by their
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terms made only as of the Closing Date or another specified date.
F.Y.I. further represents and warrants to the Agent and the Lenders
that: (i) the execution, delivery and performance of this Amendment and
any and all other Loan Documents executed and/or delivered in connection
herewith have been authorized by all requisite corporate action on the
part of F.Y.I. and the other Loan Parties, as appropriate, and will not
violate the articles of incorporation or bylaws of F.Y.I. or such other
Loan Parties; (ii) no Event of Default has occurred and is continuing
and no event or condition has occurred that with the giving of notice or
lapse of time or both would be an Event of Default; and (iii) F.Y.I. is
in full compliance with all covenants and agreements contained in the
Credit Agreement as amended hereby; and
(b) the Total Debt to EBITDA Ratio computed as of and for the twelve
calendar month period most recently ended is equal to or less than 2.00 to
1.00.
14. COSTS. F.Y.I. agrees to pay all reasonable costs incurred in
connection with the negotiation, preparation, execution and consummation of this
Amendment and the transactions preceding and contemplated by this Amendment
including, without limitation, the reasonable fees and expenses of Jenkens &
Xxxxxxxxx, P.C., counsel to the Agent.
15. MISCELLANEOUS.
(a) HEADINGS. Section headings are for reference only, and shall
not affect the interpretation or meaning of any provision of this
Amendment.
(b) NO WAIVER. No failure on the part of the Agent or the Lenders
to exercise, and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege under the Loan Documents shall
operate as a waiver thereof, and no single or partial exercise of any
right, power or privilege under the Loan Documents shall preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege.
(c) EFFECT OF THIS AMENDMENT. The Credit Agreement, as amended by
this Amendment, shall remain in full force and effect except that any
reference therein, or in any other Loan Document, referring to the Credit
Agreement, shall be deemed to refer to the Credit Agreement, as amended by
this Amendment.
(d) GOVERNING LAW. EXCEPT TO THE EXTENT THAT THE CREDIT AGREEMENT
EXPRESSLY PROVIDES OTHERWISE, THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
(e) COUNTERPARTS. This Amendment may be executed by the different
parties hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall be construed
as but one and the same Amendment.
(f) NO ORAL AGREEMENTS. THE CREDIT AGREEMENT, AS AMENDED BY THIS
AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS,
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REPRESENTS THE ENTIRE AGREEMENT AMONG THE PARTIES, AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES.
(Remainder of page intentionally left blank)
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the date first above
written.
F.Y.I.:
F.Y.I. INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President
LENDERS:
Commitment: PARIBAS, as Agent and a Lender
$30,000,000
By: /s/ Xxxxx X. Xxxx, III
------------------------------------
Name: Xxxxx X. Xxxx, III
----------------------------------
Title: Managing Director
---------------------------------
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
----------------------------------
Title: Assistant Vice President
---------------------------------
Commitment: BANK OF AMERICA, N.A.,
$30,000,000 successor by merger to
NATIONSBANK, N.A.,
as Co-Agent and a Lender
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
Commitment: BANK ONE, TEXAS, N.A.,
$30,000,000 as Co-Agent and a Lender
By: /s/ Xxxx Points
------------------------------------
Name: Xxxx Points
----------------------------------
Title: Vice President
---------------------------------
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Commitment: TEXAS CAPITAL BANK,
$10,000,000 NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
Commitment: XXXXX FARGO BANK (TEXAS),
$25,000,000 NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
----------------------------------
Title: Assistance Vice President
---------------------------------
Commitment: SUNTRUST BANK, ATLANTA,
$25,000,000 as a Lender and as New Lender
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
---------------------------------
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Each of the undersigned hereby consents and agrees to this Amendment, and
each of the undersigned other than the Foreign Subsidiaries agrees that the
Guaranty and the Security Agreements (if any) executed by such Loan Party shall
remain in full force and effect and shall continue to be the legal, valid and
binding obligations of such Loan Party enforceable against such Loan Party in
accordance with its respective terms and agrees that the "Obligations," as
defined in the Credit Agreement, shall include all indebtedness under the Credit
Agreement as amended hereby.
LOAN PARTIES:
APS SERVICES ACQUISITION CORP.
ACADIAN CONSULTANTS CORP.
ADVANCED DIGITAL GRAPHICS, INC.
AMERICAN ECONOMICS GROUP ACQUISITION CORP.
AMERICAN ECONOMICS GROUP, INC.
ASSOCIATE RECORD TECHNICIAN SERVICES ACQUISITION
CORP.
B&B (BALTIMORE-WASHINGTON) ACQUISITION CORP.
CH ACQUISITION CORP.
CALIFORNIA MEDICAL RECORD SERVICE
ACQUISITION CORP.
CREATIVE MAILINGS, INC.
DATA ENTRY & INFORMATIONAL SERVICES ACQUISITION
CORP.
DATA ENTRY & INFORMATIONAL SERVICES, INC.
DPAS ACQUISITION CORP.
XXXXXX ASSOCIATES ACQUISITION CORP.
DELAWARE MAJOR ACQUISITION CORP.
DELIVEREX ACQUISITION CORP.
DELIVEREX SACRAMENTO ACQUISITION CORP.
DISC ACQUISITION CORP.
DOCTEX ACQUISITION CORP.
EAGLE LEGAL SERVICES ACQUISITION CORP.
ECONOMIC RESEARCH SERVICES, INC.
EDLE ENTERPRISES OF PUERTO RICO, INC.
F.Y.I. CORPORATE ACQUISITION CORP.
F.Y.I. DIRECT INC.
F.Y.I. HEALTHSERVE INCORPORATED
F.Y.I. IMAGE INC.
F.Y.I. INPUT INC.
F.Y.I. INTEGRATION SOLUTIONS INC.
F.Y.I. PRINT INC.
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F.Y.I. RECORDS INC.
F.Y.I. STORAGE INC.
F.Y.I. INVESTMENTS, INC.
HEALTHSERVE V.C. CORP.
IMAGENT ACQUISITION CORP.
IMC MANAGEMENT, INC.
INFORMATION MANAGEMENT SERVICES ACQUISITION CORP.
INFORMATION MANAGEMENT SERVICES, INC.
INPUT MANAGEMENT, INC.
LIFO MANAGEMENT, INC.
XXXXXXX ARCHIVES ACQUISITION CORP.
NET DATA SERVICES, LTD.
MANAGED CARE PROFESSIONALS ACQUISITION CORP.
MANAGED CARE PROFESSIONALS, INC.
MAVRICC MANAGEMENT SYSTEMS, INC.
MMS ESCROW AND TRANSFER AGENCY, INC.
MMS SECURITIES, INC.
MEDICOPY ACQUISITION CORP.
MICRO PUBLICATION SYSTEMS, INC.
MICROFILM DISTRIBUTION SERVICES, INC.
MICROFILMING SERVICES, INC.
MINNESOTA MEDICAL RECORD SERVICE
ACQUISITION CORP.
NORTHERN MINNESOTA MEDICAL RECORD SERVICES
ACQUISITION CORP.
PENINSULA RECORD MANAGEMENT, INC.
PERMANENT RECORDS MANAGEMENT, INC.
PMI IMAGING SYSTEMS ACQUISITION CORP.
PMI IMAGING SYSTEMS, INC.
QUALITY DATA CONVERSIONS ACQUISITION CORP.
QUALITY DATA CONVERSIONS, INC.
PREMIER ACQUISITION CORP.
QCS INET ACQUISITION CORP.
QUALITY COPY ACQUISITION CORP.
RAC (CALIFORNIA) ACQUISITION CORP.
RESEARCHERS ACQUISITION CORP.
XXXXXX X. XXXX ACQUISITION CORP.
RECORDEX ACQUISITION CORP.
RUST CONSULTING ACQUISITION CORP.
RUST CONSULTING, INC.
T.C.H. GROUP, INC.
TCH MAILHOUSE, INC.
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THE RUST CONSULTING GROUP, INC.
ZIA INFORMATION ANALYSIS GROUP, INC. (formerly
known as ZIA ACQUISITION CORP.)
ZIP SHRED CANADA ACQUISITION CORP.
ZIPSHRED, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxx, Authorized Officer for
each of the corporations above
INPUT OF TEXAS, L.P. (formerly known as Input of
Texas, Inc.)
By: Input Management, Inc., its general partner
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx, Vice President
LIFO SYSTEMS, L.P. (formerly known as LIFO
Systems, Inc.)
By: LIFO Management, Inc., its general partner
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx, Vice President
PERMANENT RECORDS, L.P. (successor, by merger, to
Texas Medical Record Service Acquisition
Corp. and Permanent Records Acquisition
Corp.)
By: Permanent Records Management, Inc., its
general partner
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx, Vice President
IMC, L.P.
By: IMC Management, Inc., its general partner
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx, Vice President
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