Exhibit 10.1




 




Third Amendment




to




Credit Agreement




 




This Third Amendment to Credit Agreement

(this “Amendment”)

is effective as of March 26, 2003 (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 the other Agents and Lenders party hereto.




 




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 and as further amended by the Second

Amendment to Credit Agreement dated as of September 27, 2002 (such Credit

Agreement, as so amended, the “Credit Agreement”).




 




B.                                     Borrower

has requested that certain terms and provisions of the Credit Agreement be

amended.




 




C.                                    Borrower,

Administrative Agent and Required Lenders have agreed 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 3 hereof, (a)

Section 10.1

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




 




 “Section 10.1                      Consolidated Net Worth.  F.Y.I. will at all times maintain

Consolidated Net Worth in an amount not less than the sum of (a) $215,383,200 plus

(b) 75% of cumulative Consolidated Net Income, if positive, for any fiscal

quarter, i.e., exclusive of negative Consolidated Net Income for any fiscal

quarter, after December 31, 2000, plus (c) all Net proceeds of each

Equity Issuance after December 31, 2000, minus (d) the amount of any

stock repurchase consummated under the terms of Section 9.4(c), minus

(e) the amount of any Permitted Share Repurchases.”; and




 




(b) Schedules

7.4, 7.6, 7.7, 7.10, 7.11, 7.13, 7.15, 7.22, 7.26, and 7.27 to the Credit

Agreement are hereby amended in their entirety to read as set forth in Schedules 7.4, 7.6, 7.7, 7.10, 7.11,

7.13, 7.15, 7.22, 7.26, and 7.27 

attached hereto.




 




Section 3.  Conditions to Effectiveness.  This Amendment shall become effective as of

the Effective Date when and if Administrative Agent has received the following:




 




(a)                                   this Amendment, duly

executed by Borrower, each Guarantor, the Required Lenders and Administrative

Agent;




 




Third Amendment




 





























 




(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;




 




(c)                                 to the extent not

theretofore executed and delivered, any documents, agreements, or instruments

required to be executed and delivered pursuant to Article 5 of the Credit Agreement; and




 




(d)                                  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 Lenders and Administrative Agent as follows:




 




(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 or bylaws, (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 requirements of Article 5 of the

Credit Agreement have been fully complied with on or before the Effective Date.




 




(e)                                   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).




 




(f)                                     No Default or

Event of Default exists or would result from the effectiveness of this

Amendment.




 




(g)                                  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.




 




2





























 




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.




 




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.




 




 




3





























 




	

   


  	

  SOURCECORP, INCORPORATED,  as Borrower


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Barry L. Edwards


  
	

   


  	

   


  	

  Barry L. Edwards


  
	

   


  	

   


  	

  Executive Vice President and Chief Financial


  Officer


  





 




 




4





























 




	

   


  	

  ADMINISTRATIVE AGENT:


  
	

   


  	

   


  
	

   


  	

  BANK OF AMERICA, N.A., as Administrative Agent


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Suzanne M. Paul


  
	

   


  	

   


  	

  Suzanne M. Paul,


  
	

   


  	

   


  	

  Vice President


  





 




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  LENDERS:


  
	

   


  	

   


  
	

   


  	

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


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Steven A. Mackenzie


  
	

   


  	

   


  	

  Steven A. Mackenzie,


  
	

   


  	

   


  	

  Vice President


  





 




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  THE BANK OF NOVA SCOTIA, as a

  Lender


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Liz Hanson


  
	

   


  	

   


  	

  Name:


  	

  Liz Hanson


  
	

   


  	

   


  	

  Title:


  	

  Director


  





 




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  BANK ONE, N.A., as a Lender


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Alan L. Miller


  
	

   


  	

   


  	

  Name:


  	

  Alan L. Miller


  
	

   


  	

   


  	

  Title:


  	

  FVP


  





 




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  BNP PARIBAS, as a Lender


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Angela Arnold


  
	

   


  	

   


  	

  Name:


  	

  Angela Arnold


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Aurora Abella


  
	

   


  	

   


  	

  Name:


  	

  Aurora Abella


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  





 




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  JPMORGAN CHASE BANK, as a Lender


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Jorge L. Calderon


  
	

   


  	

   


  	

  Name:


  	

  Jorge L. Calderon


  
	

   


  	

   


  	

  Title:


  	

  Senior Vice President


  





 




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  WACHOVIA BANK, as a Lender


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Anne L. Sayles


  
	

   


  	

   


  	

  Name:


  	

  Anne L. Sayles


  
	

   


  	

   


  	

  Title:


  	

  Director


  





 




11





























 




	

   


  	

  RAYMOND JAMES BANK, FSB, as a

  Lender


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  





 




12





























 




	

   


  	

  SUNTRUST BANK, as syndication

  agent and as a Lender


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Daniel S. Komitor


  
	

   


  	

   


  	

  Name:


  	

  Daniel S. Komitor


  
	

   


  	

   


  	

  Title:


  	

  Director


  





 




13





























 




	

   


  	

  TEXAS CAPITAL BANK, N.A., as a

  Lender


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Paul Howell


  
	

   


  	

   


  	

  Name:


  	

  Paul Howell


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  





 




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  WASHINGTON MUTUAL BANK, as a

  Lender


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Elizabeth Records


  
	

   


  	

   


  	

  Name:


  	

  Elizabeth Records


  
	

   


  	

   


  	

  Title:


  	

  A.V.P. – Credit Manager


  





 




15





























 




	

   


  	

  WELLS FARGO BANK, N.A., as

  documentation agent


  and  as a Lender


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ David C. Oldani


  
	

   


  	

   


  	

  Name:


  	

  David C. Oldani


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  





 




16





























 




To

induce Administrative Agent and Lenders to enter into this Amendment, the

undersigned (a) consent and agree to its execution and delivery and the terms

and conditions thereof, (b) consent and agree that this document in no way

releases, diminishes, impairs, reduces, or otherwise adversely affects any

Liens, charges, guaranties, assurances, or other obligations or undertakings of

any of the undersigned under any Loan Documents, all of which are hereby

ratified and confirmed, and (c) waive notice of acceptance of this Amendment,

which Amendment binds each of the undersigned and their respective successors

and permitted assigns and inures to Administrative Agent, Lenders and their

respective successors and permitted assigns.




 




	

   


  	

  GUARANTORS:


  
	

   


  	

   


  
	

   


  	

  ALS ACQUISITION CORP.


  
	

   


  	

  AMERICAN ECONOMICS GROUP, INC.


  
	

   


  	

  APS SERVICES ACQUISITION CORP.


  
	

   


  	

  ASSOCIATE RECORD TECHNICIAN SERVICES

  ACQUISITION CORP.


  
	

   


  	

  B&B (BALTIMORE-WASHINGTON ACQUISITION

  CORP.


  
	

   


  	

  CALIFORNIA MEDICAL RECORD SERVICE

  ACQUISITION CORP.


  
	

   


  	

  COPY RIGHT, INC.


  
	

   


  	

  CREATIVE MAILINGS, INC.


  
	

   


  	

  DATA ENTRY & INFORMATIONAL SERVICES,

  INC.


  
	

   


  	

  DELIVEREX ACQUISITION CORP.


  
	

   


  	

  DISC ACQUISITION CORP.


  
	

   


  	

  DOCTEX ACQUISITION CORP.


  
	

   


  	

  DPAS ACQUISITION CORP.


  
	

   


  	

  ELS ACQUISITION CORP.


  
	

   


  	

  ECONOMIC RESEARCH SERVICES, INC.


  
	

   


  	

  ELS ACQUISITION CORP.


  
	

   


  	

  EXIGENT COMPUTER GROUP, INC.


  
	

   


  	

  FASTRIEVE, INC.


  
	

   


  	

  GLOBAL DIRECT, INC.


  
	

   


  	

  IMAGENT ACQUISITION CORP.


  
	

   


  	

  IMC MANAGEMENT, INC.


  
	

   


  	

  INFORMATION MANAGEMENT SERVICES, INC.


  
	

   


  	

  INPUT MANAGEMENT, INC.


  
	

   


  	

  LEXICODE CORPORATION


  
	

   


  	

  LIFO MANAGEMENT, INC.


  
	

   


  	

  MAILING & MARKETING, INC.


  
	

   


  	

  MANAGED CARE PROFESSIONALS, INC.


  
	

   


  	

  MAVRICC MANAGEMENT SYSTEMS, INC.


  
	

   


  	

  MICRO PUBLICATION SYSTEMS, INC.


  
	

   


  	

  MICROFILM DISTRIBUTION SERVICES, INC.


  
	

   


  	

  MICROMEDIA OF NEW ENGLAND, INC.


  
	

   


  	

  MMS ESCROW AND TRANSFER AGENCY, INC.


  
	

   


  	

  NBDE ACQUISITION CORP.


  
	

   


  	

  NEWPORT BEACH DATA ENTRY, INC.


  
	

   


  	

  NEWPORT BEACH DATA ENTRY, LLC


  





 




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  PENINSULA RECORD MANAGEMENT, INC.


  
	

   


  	

  PERMANENT RECORDS MANAGEMENT, INC.


  
	

   


  	

  PLM MANAGEMENT, INC.


  
	

   


  	

  PMI IMAGING SYSTEMS ACQUISITION CORP.


  
	

   


  	

  PREMIER ACQUISITION CORP.


  
	

   


  	

  QCS INET ACQUISITION CORP.


  
	

   


  	

  QUALITY COPY ACQUISITION CORP.


  
	

   


  	

  QUALITY DATA CONVERSIONS, INC.


  
	

   


  	

  RECORDEX ACQUISITION CORP.


  
	

   


  	

  RTI LASER PRINT SERVICES ACQUISITION CORP.


  
	

   


  	

  SOURCECORP BPS INC.


  
	

   


  	

  SOURCECORP DMS INC.


  
	

   


  	

  SOURCECORP HEALTHSERVE RADIOLOGY, INC.


  
	

   


  	

  SOURCECORP HS INC.


  
	

   


  	

  SOURCECORP LEGAL INC.


  
	

   


  	

  SRCP INVESTMENTS HOLDING, INC.


  
	

   


  	

  SRCP MANAGEMENT, INC.


  
	

   


  	

  STAT HEALTHCARE CONSULTANTS, INC.


  
	

   


  	

  SYNERGEN, LLC


  
	

   


  	

  TAPS ACQUISITION CORP.


  
	

   


  	

  THE RUST CONSULTING GROUP, INC.


  
	

   


  	

  UNITED INFORMATION SERVICES, INC.


  
	

   


  	

  ZIA INFORMATION ANALYSIS GROUP, INC.


  
	

   


  	

   


  
	 
	

   


  	

   


  	

   


  	 

	 
	

   


  	

  By:


  	

  /s/ Barry L. Edwards


  	 

	 
	

   


  	

   


  	

  Barry L. Edwards, Authorized Officer for each


  of the foregoing Guarantors


  	 

	 
	

   


  	

   


  	

   


  	 

	 
	

   


  	

   


  	

   


  	 

	

   


  	

  SRCP INVESTMENTS, INC.


  
	

   


  	

   


  
	 
	

   


  	

   


  	

   


  	 

	 
	

   


  	

  By:


  	

  /s/ Ronald Zazworsky


  	 

	 
	

   


  	

   


  	

  Name:


  	

  Ronald Zazworsky


  	 

	 
	

   


  	

   


  	

  Title:


  	

  President


  	 

	 
	

   


  	

   


  	

   


  	

   


  	 

	 
	

   


  	

   


  	

   


  	

   


  	 

	

   


  	

  SOURCECORP MANAGEMENT, L.P.


  
	

   


  	

   


  
	 
	

   


  	

  By:


  	

  SRCP Management, Inc., its General Partner


  
	 
	

   


  	

   


  	

   


  
	 
	

   


  	

   


  	

   


  
	 
	

   


  	

  By:


  	

  /s/ Barry L. Edwards


  
	 
	

   


  	

   


  	

  Barry L. Edwards,


  
	 
	

   


  	

   


  	

  Vice President


  
						





 




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  IMC, L.P.


  
	

   


  
	

   


  	

  By:


  	

  IMC Management, Inc., its General Partner


  
	

   


  	

   


  	

   


  
	

   


  
	

   


  	

  By:


  	

  /s/ Barry L. Edwards


  
	

   


  	

   


  	

  Barry L. Edwards,


  
	

   


  	

   


  	

  Vice President


  
	

   


  
	

   


  	

  INPUT OF TEXAS, L.P.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  Input Management, Inc., its General Partner


  
	

   


  	

   


  	

   


  
	

   


  
	

   


  	

  By:


  	

  /s/ Barry L. Edwards


  
	

   


  	

   


  	

  Barry L. Edwards,


  
	

   


  	

   


  	

  Vice President


  
	

   


  
	

   


  	

  LIFO SYSTEMS, L.P.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  LIFO Management, Inc., its General Partner


  
	

   


  	

   


  	

   


  
	

   


  
	

   


  	

  By:


  	

  /s/ Barry L. Edwards


  
	

   


  	

   


  	

  Barry L. Edwards,


  
	

   


  	

   


  	

  Vice President


  
	

   


  
	

   


  	

  PERMANENT RECORDS, L.P.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  Permanent Records Management, Inc., its General Partner


  
	

   


  	

   


  	

   


  
	

   


  
	

   


  	

  By:


  	

  /s/ Barry L. Edwards


  
	

   


  	

   


  	

  Barry L. Edwards,


  
	

   


  	

   


  	

  Vice President


  
						





 




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  PLM LIMITED PARTNERSHIP.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  PLM Management, Inc., its General Partner


  
	

   


  	

   


  	

   


  
	

   


  
	

   


  	

  By:


  	

  /s/ Barry L. Edwards


  
	

   


  	

   


  	

  Barry L. Edwards,


  
	

   


  	

   


  	

  Vice President


  
					





 




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