1 EXHIBIT 10.2 - ------------ August 12, 1999 Compass International Services Corporation 1 Penn Plaza, Suite 4430 New York, New York 10119 Ladies and Gentlemen: Please refer to the Credit Agreement dated as of March 17, 1998 (the "Credit Agreement") among Compass International Services Corporation, various financial institutions and Bank of America, National Association (formerly known as Bank of America National Trust and Savings Association), as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings assigned thereto in the Credit Agreement. The Required Lenders hereby agree that through August 31, 1999, no Event of Default or Unmatured Event of Default shall result solely from the Company's failure to comply with the covenants set forth in Sections 8.11, 8.13, 8.14 and 8.22 of the Credit Agreement. The foregoing waiver is limited to its express terms and does not constitute a waiver of any other provision of the Credit Agreement. This waiver letter shall be governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State. Very truly yours, BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent By /s/ David A. Johanson ----------------------- Title David A. Johanson --------------------- Vice President 1 2 BANK OF AMERICA, NATIONAL ASSOCIATION, as Issuing Lender and as a Lender By /s/ Christine M. Tierney ---------------------------- Title Senior Vice President ------------------------- FIRST NATIONAL BANK OF MARYLAND By /s/_________________________ Title__________________________ FLEET NATIONAL BANK By /s/_________________________ Title__________________________ PNC BANK, NATIONAL ASSOCIATION By /s/_________________________ Title__________________________ 2 3 BANK OF AMERICA, NATIONAL ASSOCIATION, as Issuing Lender and as a Lender By /s/ Christine M. Tierney ------------------------- Title Senior Vice President ------------------------- FIRST NATIONAL BANK OF MARYLAND By /s/_________________________ Title__________________________ FLEET NATIONAL BANK By /s/ Jeffrey P. Kinney ---------------------------- Title Vice President ------------------------- PNC BANK, NATIONAL ASSOCIATION By /s/_________________________ Title__________________________ 2 4 BANK OF AMERICA, NATIONAL ASSOCIATION, as Issuing Lender and as a Lender By /s/_________________________ Title__________________________ ALL FIRST BANK (formerly) FIRST NATIONAL BANK OF MARYLAND By /s/ Anne E. Quirk ---------------------------- Title Vice President ------------------------- FLEET NATIONAL BANK By /s/_________________________ Title__________________________ PNC BANK, NATIONAL ASSOCIATION By /s/_________________________ Title__________________________ 2