Exhibit 10.1




 




SECOND AMENDMENT




TO




CREDIT AGREEMENT




 




This SECOND AMENDMENT TO CREDIT AGREEMENT

(this “Amendment”)

is effective as of September 27, 2002, (the “Effective Date”), by and among SOURCECORP

INCORPORATED, formerly known as F.Y.I. Incorporated, a Delaware

corporation (“Borrower”),

BANK OF

AMERICA, N.A., as a Lender and as Administrative Agent for Lenders

(in such capacity, Administrative

Agent”), and other Agents and Lenders party thereto.




 




A.           Borrower, Administrative Agent, and

Lenders entered into that certain Credit Agreement dated as of April 3, 2001,

as amended by the First Amendment to Credit Agreement dated as of June 27,

2001, (as the same may be further amended, modified, supplemented, restated or

amended and restated from time to time, the “Credit Agreement”).




 




B.            Borrower has

requested that Required Lenders amend certain terms and provisions of the

Credit Agreement.




 




C.            Borrower, Administrative Agent, and

Required Lenders have agreed, upon the following terms and conditions, to amend

the Credit Agreement subject to and

upon the terms and conditions provided herein.




 




NOW, THEREFORE, in

consideration of the mutual promises herein contained, and for other valuable

consideration, the parties hereto agree as follows:




 




Section

1.  Defined Terms; References.  Unless otherwise specifically defined

herein, each term used herein that is defined in the Credit Agreement shall

have the meaning assigned to such term in the Credit Agreement.




 




Section

2.  Amendments to Credit

Agreement.  Effective as of the Effective

Date, but subject to satisfaction of the conditions precedent set forth in Section 4 hereof, the

Credit Agreement is hereby amended as set forth below.




 




(a)            The definition of F.Y.I. set forth

in Article 1 of

the Credit Agreement is amended in its entirety to read as follows:




 




“F.Y.I.”

means SOURCECORP, Incorporated, a Delaware corporation, formerly known as

F.Y.I. Incorporated.




 




(b)           Subsection

(C) of the second proviso of Section 2.1(a) of the Credit Agreement

shall be amended in its entirety to read as follows;




 




“(C)

each Swingline Advance shall be payable on the earlier of demand or the

Maturity Date”.




 




(c)           Section

8.14 of the Credit Agreement is deleted in its entirety.




 




(d)           Section 10.3 of the Credit Agreement is amended in its

entirety to read as follows:




 




“Section 10.3         Consolidated Fixed Charge Coverage

Ratio.  F.Y.I. will not permit the

Consolidated Fixed Charge Coverage Ratio, calculated as of the end of each

fiscal quarter of F.Y.I. commencing with the fiscal quarter ended March 31,

2001, for the four fiscal quarters of F.Y.I. then ended, to be less than the

ratio set forth below for the period during which such fiscal quarter end

occurs:




 




	

  Period


  	

   


  	

  Ratio


  
	

  From March 31, 2001,

  through and including December 31, 2003


  	

  1.25

  to 1.00


  
	

  From January 1, 2004 and

  at all times thereafter


  	

  1.35

  to 1.00”


  





 




Section

3.  Conditions to

Effectiveness.  This Amendment shall

become effective as of the date first set forth above when and if

Administrative Agent has received the following:




 




(a)            this Amendment, duly executed by

Borrower, each Guarantor, the Required Lenders and Administrative Agent;




 





























 




(b)           a certificate of a Responsible

Officer, certifying the names and true signatures of the officers of Borrower

authorized to execute and deliver this Amendment; and




 




(c)            such other assurances, certificates,

documents, consents and opinions as the Administrative Agent may reasonably

require.




 




Section

4.  Representations and

Warranties of Borrower.  Borrower

represents and warrants to the Lenders and Administrative Agent as set forth

below.




 




(a)            The execution, delivery and

performance by Borrower of this Amendment and the Credit Agreement, as amended

hereby, have been duly authorized by all necessary corporate action and do not

and will not (i) require any consent or approval not heretofore obtained

of any director, stockholder, security holder or creditor of Borrower,

(ii) violate or conflict with any provision of Borrower’s Articles of

Incorporation, (iii) result in or require the creation or imposition of any

Lien upon or with respect to any property now owned or leased or hereafter

acquired by Borrower, (iv) violate any laws applicable to Borrower or

(v) result in a breach of or constitute a default under, or cause or

permit the acceleration of any obligation owed under, any indenture or loan or

credit agreement or any other material agreement to which Borrower is a party

or by which Borrower or any of its Property is bound or affected.




 




(b)           No authorization, consent, approval,

order license or permit from, or filing, registration or qualification with,

any Governmental Authority is or will be required to authorize or permit under

applicable law the execution, delivery and performance by Borrower of this

Amendment and the Credit Agreement, as amended hereby.




 




(c)            Each of this Amendment and the

Credit Agreement, as amended hereby, has been duly executed and delivered by

Borrower and constitutes the legal, valid and binding obligation of Borrower,

enforceable against Borrower in accordance with its terms, except as enforcement

may be limited by the Bankruptcy Code and other debtor relief laws or equitable

principles relating to the granting of specific performance and other equitable

remedies as a matter of judicial discretion.




 




(d)           The representations and warranties of

Borrower contained in Article 7 of the Credit Agreement are true and correct

in all material respects as though made on and as of the Effective Date (except

to the extent such representations and warranties expressly refer to an earlier

date, in which case they are true and correct as of such earlier date).




 




(e)            No Default or Event of Default

exists or would result from the effectiveness of this Amendment.




 




(f)            Borrower agrees to perform such acts

and duly authorize, execute, acknowledge, deliver, file, and record such

additional documents and certificates as Administrative Agent may reasonably

request in order to create, perfect, preserve, and protect those guaranties,

assurances, and Liens.




 




Section

5.  Reference to and Effect on

Loan Documents.




 




(a)            On and after

the Effective Date, each reference in the Credit Agreement to “this Agreement,”

“hereunder,” “hereof,” “herein” or any other expression of like import

referring to the Credit Agreement, and each reference in the other Loan

Documents to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or any

other expression of like import referring to the Credit Agreement, shall mean

and be a reference to the Credit Agreement as amended by this Agreement.




 




(b)           Except as specifically amended

hereby, all provisions of the Credit Agreement and all Loan Documents shall

remain in full force and effect and are hereby ratified and confirmed.




 




(c)            Except as otherwise expressly

provided herein, the execution, delivery and effectiveness of this Amendment

shall not operate as a waiver of any right, power or remedy of any Lender or

the Administrative Agent under any of the Loan Documents or constitute a waiver

of any provision of any of the Loan Documents.




 




(d)           Borrower (A) ratifies and

confirms all provisions of the Loan Documents applicable to Borrower, and (B)

ratifies and confirms that all guaranties, assurances, and Liens granted,

conveyed, or assigned to Administrative Agent under the Loan Documents by

Borrower are not released, reduced, or otherwise adversely affected by this

Amendment and continue to guarantee, assure, and secure full payment and

performance of the present and future Obligations.




 




Section

6.  Costs and Expenses.  Borrower agrees to pay on demand all

reasonable costs and expenses of the Administrative Agent in connection with

the preparation, execution and delivery of this Amendment and the other

instruments and documents to be delivered hereunder, including the reasonable

fees and out-of-pocket expenses of counsel for the Administrative Agent with respect

thereto and with respect to advising the Administrative Agent as to its rights

and responsibilities hereunder and thereunder.




 




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Section

7.  Execution in Counterparts.  This Amendment may be executed in any number

of counterparts and by the parties hereto in separate counterparts, each of

which when so executed and delivered shall be deemed to be an original and all

of which taken together shall constitute one and the same instrument.  This agreement, when countersigned by the

parties hereto, shall be a “Loan Document” as defined and referred to in the

Credit Agreement and the other Loan Documents.




 




Section

8.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND

CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.




 




Section

9.  ENTIRETY.  THIS

AMENDMENT, THE CREDIT AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS EMBODY

THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL

PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER

WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE

CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT

ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.  THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.




 




 




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  SOURCECORP, INCORPORATED,  as

  Borrower


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Barry L. Edwards


  	

   


  
	

   


  	

   


  	

  Barry L. Edwards


  	

   


  
	

   


  	

   


  	

  Chief Financial Officer


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  ADMINISTRATIVE AGENT:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BANK OF AMERICA, N.A., as

  Administrative Agent


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:  


  	

  /s/ Suzanne M. Paul


  	

   


  
	

   


  	

   


  	

  Suzanne M. Paul,


  	

   


  
	

   


  	

   


  	

  Vice President


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  LENDERS:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BANK OF AMERICA, N.A., as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Steven A. MacKenzie


  	

   


  
	

   


  	

   


  	

  Steven A. MacKenzie,


  	

   


  
	

   


  	

   


  	

  Vice President


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  THE BANK OF NOVA SCOTIA, as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By: 


  	

  /s/ Chris Johnson


  	

   


  
	

   


  	

   


  	

  Name:  Chris Johnson


  	

   


  
	

   


  	

   


  	

  Title:  Industry Head


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BANK ONE, N.A., as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:  


  	

  /s/ Wyatt Dickson


  	

   


  
	

   


  	

   


  	

  Name:  Wyatt Dickson


  	

   


  
	

   


  	

   


  	

  Title:  First Vice President


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BNP PARIBAS, as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:  


  	

  /s/ Jeff Tebeaux


  	

   


  
	

   


  	

   


  	

  Name:  Jeff Tebeaux


  	

   


  
	

   


  	

   


  	

  Title:  Associate


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Henry F. Setina


  	

   


  
	

   


  	

   


  	

  Name:  Henry F. Setina


  	

   


  
	

   


  	

   


  	

  Title:  Director


  	

   


  
														





 




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  JP MORGAN CHASE BANK, as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Jorge L. Calderon


  	

   


  
	

   


  	

   


  	

  Name:  Jorge L. Calderon


  	

   


  
	

   


  	

   


  	

  Title:  Senior Vice President


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  WACHOVIA BANK, as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Robert Wilson


  	

   


  
	

   


  	

   


  	

  Name:  Robert Wilson


  	

   


  
	

   


  	

   


  	

  Title:  Vice President


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  RAYMOND JAMES BANK, FSB, as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  SUNTRUST BANK, as syndication agent and as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Daniel S. Komitor


  	

   


  
	

   


  	

   


  	

  Name:  Daniel S. Komitor


  	

   


  
	

   


  	

   


  	

  Title:  Director


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  TEXAS CAPITAL BANK, N.A., as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Paul Howell


  	

   


  
	

   


  	

   


  	

  Name:  Paul Howell


  	

   


  
	

   


  	

   


  	

  Title:  Vice President


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  WASHINGTON MUTUAL BANK, as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  WELLS FARGO BANK, N.A., as documentation agent and  as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Zach Johnson


  	

   


  
	

   


  	

   


  	

  Name:  Zach Johnson


  	

   


  
	

   


  	

   


  	

  Title:  Vice President


  	

   


  
																





 




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