**Exhibit 10.1**

 

**Fourth Amendment**

**to**

**Credit Agreement**

 

This **Fourth Amendment to Credit Agreement** (this “***Amendment***”) iseffective as of July 30, 2004 (the “***Fourth Amendment Closing******Date***”), by and among **SOURCECORP,Incorporated**, formerly known as F.Y.I. Incorporated, a Delawarecorporation (“***Borrower***”),**Bank of America, N.A.**, as a Lender and asAdministrative 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 Agreementdated as of April 3, 2001, as amended by the First Amendment to CreditAgreement dated as of June 27, 2001, as further amended by the Second Amendmentto Credit Agreement dated as of September 27, 2002, and as further amended bythe Third Amendment to Credit Agreement dated as of March 26, 2003 (such CreditAgreement, as so amended, the “***Credit Agreement***”).

 

B.            Borrower has requested that certainterms and provisions of the Credit Agreement be amended.

 

C.            Borrower,Administrative Agent and Required Lenders have agreed to amend the CreditAgreement subjectto and upon the terms and conditions provided herein.

 

**NOW, THEREFORE**,in consideration of the mutual promises herein contained, and for othervaluable consideration, the parties hereto agree as follows:

 

Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein thatis defined in the Credit Agreement shall have the meaning assigned to such termin the Credit Agreement.

 

Section 2. Amendments to Credit Agreement. Effective as of the Fourth Amendment Closing Date, but subject tosatisfaction of the conditions precedent set forth in ***Section 3*** hereof, the Credit Agreement ishereby amended as follows:

 

(a)**           *Section 1.1*** of the CreditAgreement is hereby amended to add the following definition:

 

“Fourth Amendment Closing Date” means July 30, 2004.

 

(b)**          **Thedefinition of “Permitted Share Repurchases” in ***Section 1.1*** of theCredit Agreement is hereby amended to read in its entirety as follows:

 

“PermittedShare Repurchases” means repurchases by F.Y.I. of F.Y.I. Common Stock made(a) after the Closing Date and prior to the Fourth Amendment Closing Date, inan aggregate amount not to exceed $30,000,000, and (b) on or after the FourthAmendment Closing Date, in an aggregate amount not to exceed $30,000,000.

 

(c)           ***Schedules7.5***and ***7.7***to the Credit Agreement are hereby amended to include theinformation set forth on ***Schedules7.5***and ***7.7***attached hereto, and ***Schedules 7.13***and ***7.15*** to the CreditAgreement are hereby amended in their entirety to read as set forth in ***Schedules 7.13*** and***7.15*** attachedhereto.

 

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Section 3. Conditions to Effectiveness. This Amendment shall become effective as of the Fourth Amendment ClosingDate when and if Administrative Agent has received the following:

 

(a)           this Amendment, dulyexecuted by Borrower, each guarantor, the Required Lenders and AdministrativeAgent;

 

(b)           a certificate of a ResponsibleOfficer, certifying (i) the resolutions adopted by the board of directors ofBorrower authorizing this Amendment, and (ii) the names and true signatures ofthe officers of Borrower authorized to execute and deliver this Amendment; and

 

(c)           such otherassurances, certificates, documents, consents and opinions as theAdministrative Agent may reasonably require.

 

Section 4. Representations and Warranties of Borrower.  Borrower represents and warrants to Lendersand Administrative Agent as follows:

 

(a)           The execution,delivery and performance by Borrower of this Amendment and the CreditAgreement, as amended hereby, have been duly authorized by all necessarycorporate action and do not and will not (i) require any consent orapproval not heretofore obtained of any director, stockholder, security holderor creditor of Borrower, (ii) violate or conflict with any provision ofBorrower’s Articles of Incorporation or bylaws, (iii) result in or requirethe creation or imposition of any Lien upon or with respect to any property nowowned or leased or hereafter acquired by Borrower, (iv) violate any lawsapplicable to Borrower or (v) result in a breach of or constitute adefault under, or cause or permit the acceleration of any obligation owedunder, any indenture or loan or credit agreement or any other material agreementto which Borrower is a party or by which Borrower or any of its Property isbound or affected.

 

(b)           No authorization,consent, approval, order, license or permit from, or filing, registration orqualification with, any Governmental Authority is or will be required toauthorize or permit under applicable law the execution, delivery andperformance by Borrower of this Amendment and the Credit Agreement, as amendedhereby.

 

(c)           Each of thisAmendment and the Credit Agreement, as amended hereby, has been duly executedand delivered by Borrower and constitutes the legal, valid and bindingobligation of Borrower, enforceable against Borrower in accordance with itsterms, except as enforcement may be limited by the Bankruptcy Code and otherdebtor relief laws or equitable principles relating to the granting of specificperformance and other equitable remedies as a matter of judicial discretion.

 

(d)           The requirements of ***Article 5*** of theCredit Agreement have been fully complied with in all material respects on or beforethe Fourth Amendment Closing Date.

 

(e)           The representations and warranties ofBorrower contained in ***Article 7*** of the Credit Agreement are true and correctin all material respects as though made on and as of the Fourth AmendmentClosing Date (except to the extent such representations and warrantiesexpressly refer to an earlier date, in which case they are true and correct asof such earlier date, and except to the extent that such representations andwarranties are made with reference to the information contained in the ***Schedules*** to theCredit Agreement, in which case such representations, warranties and ***Schedules*** shall bedeemed to be modified  or supplemented by (i) informationprovided in public filings made by Borrower with the Securities and ExchangeCommission since March 26, 2003 (the “***Third Amendment Date***”), or (ii) transactionsthat have occurred since the Third Amendment Date that were permitted under theCredit Agreement).

 

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(f)            No Default or Eventof Default exists or would result from the effectiveness of this Amendment.

 

(g)           Borrower agrees toperform such acts and duly authorize, execute, acknowledge, deliver, file, andrecord such additional documents and certificates as Administrative Agent mayreasonably request in order to create, perfect, preserve, and protect thoseguaranties, assurances, and Liens.

 

Section 5. Reference to and Effect on Loan Documents.

 

(a)           On and after the Fourth Amendment Closing Date, eachreference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,”“herein” or any other expression of like import referring to the CreditAgreement, and each reference in the other Loan Documents to “the CreditAgreement,” “thereunder,” “thereof,” “therein” or any other expression of likeimport referring to the Credit Agreement, shall mean and be a reference to theCredit Agreement as amended by this Agreement.

 

(b)           Except asspecifically amended hereby, all provisions of the Credit Agreement and allLoan Documents shall remain in full force and effect and are hereby ratifiedand confirmed.

 

(c)           Except as otherwiseexpressly provided herein, the execution, delivery and effectiveness of thisAmendment shall not operate as a waiver of any right, power or remedy of anyLender or the Administrative Agent under any of the Loan Documents orconstitute a waiver of any provision of any of the Loan Documents.

 

(d)           Borrower (i) ratifies and confirms allprovisions of the Loan Documents applicable to Borrower, and (ii) ratifies andconfirms that all guaranties, assurances, and Liens granted, conveyed, orassigned to Administrative Agent under the Loan Documents by Borrower are notreleased, reduced, or otherwise adversely affected by this Amendment andcontinue to guarantee, assure, and secure full payment and performance of thepresent and future Obligations to the full extent required by the LoanDocuments.

 

Section 6. Costs and Expenses. Borrower agrees to pay on demand all reasonable costs and expenses ofthe Administrative Agent in connection with the preparation, execution anddelivery of this Amendment and the other instruments and documents to bedelivered hereunder, including the reasonable fees and out-of-pocket expensesof counsel for the Administrative Agent with respect thereto and with respectto advising the Administrative Agent as to its rights and responsibilitieshereunder and thereunder.

 

Section 7. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by theparties hereto in separate counterparts, each of which when so executed anddelivered shall be deemed to be an original and all of which taken togethershall 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 theother Loan Documents.

 

Section 8. Governing Law.  THISAMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF TEXAS.

 

Section 9. **ENTIRETY.  THISAMENDMENT, THE CREDIT AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS EMBODYTHE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALLPRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHERWRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND**

 

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**MAYNOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, ORSUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.  THERE ARE NO ORAL AGREEMENTS AMONG THEPARTIES HERETO.**

 

***Remainder of PageIntentionally Left Blank. Signature Pages Follow.***

 

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|   | SOURCECORP,  INCORPORATED,*****as Borrower* |
|--------|---------------------------------------------|
|   |                                        |
|   |                                        |
|   | By:                                         | /s/ Barry L. Edwards |   |
|   |                                        | Barry L.  Edwards |
|   |                                        | Executive  Vice President and Chief Financial  Officer |

 

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|   | 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, |
|   |                                  | Senior Vice  President |

 

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|   | BANK ONE,  N.A., *as a Lender* |
|--------|--------------------------------|
|   |                           |
|   |                           |   |
|   | By:                            |   | /s/ Sharon  Ellis |   |
|   |                           | Name: | Sharon Ellis |   |
|   |                           | Title: | Vice President |   |

 

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|   | BNP PARIBAS,  *as a Lender* |
|--------|-----------------------------|
|   |                        |   |
|   |                        |   |
|   | By:                         |   | /s/ Jeff  Tebeaux |   |
|   |                        | Name: | Jeff Tebeaux |   |
|   |                        | Title: | Vice President |   |
|   |                        |   |   |
|   |                        |   |   |
|   |                        |   | /s/ Henry F.  Setina |   |
|   |                        |   | Henry F.  Setina |
|   |                        |   | Director |

 

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|   | HIBERNIA  NATIONAL BANK, *as a Lender* |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By:                                    |   | /s/ Michael  R. Geissler |   |
|   |                                   | Name: | Michael R. Geissler |   |
|   |                                   | Title: | Vice President |   |

 

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|   | JPMORGAN  CHASE BANK, *as a Lender* |   |
|--------|-------------------------------------|--------|
|   |                                |   |
|   |                                |   |   |   |
|   | By:                                 |   | /s/ Michael  J. Lister |   |
|   |                                | Name:  | Michael J.  Lester, Vice President |   |
|   |                                | Title: | JPMorgan  Chase Bank |   |

 

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|   | THE BANK OF  NOVA SCOTIA, *as a Lender* |   |
|--------|-----------------------------------------|--------|
|   |                                    |   |   |   |
|   |                                    |   |   |   |
|   | By:                                     |   | /s/ Liz  Hanson |   |
|   |                                    | Name:  | Liz Hanson |   |
|   |                                    | Title: | Managing Director |   |

 

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|   | SUNTRUST  BANK, *as syndication agent and as a  Lender* |
|--------|---------------------------------------------------------|
|   |                                                    |
|   |                                                    |   |   |
|   | By:                                                     |   | /s/ Daniel  S. Komitor |   |
|   |                                                    | Name: | Daniel S. Komitor |   |
|   | Title:                                                  | Director |   |

 

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|   | TEXAS CAPITAL BANK, N.A., *as a Lender* |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |   |   |
|   | By:                                     |   | /s/ Paul  Howell |   |
|   | Name:                                   | Paul Howell |   |
|   | Title:                                  | Vice President |   |

 

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|   | WACHOVIA  BANK, *as a Lender* |   |
|--------|-------------------------------|--------|
|   |                          |   |
|   |                          |   |   |   |
|   | By:                           |   | /s/ Steven  Hipsman |   |
|   |                          | Name:  | Steven Hipsman |   |
|   |                          | Title: | Director |   |

 

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|   | WASHINGTON  MUTUAL BANK, *as a Lender* |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |   |   |
|   | By:                                    |   | /s/ Gary  Perkins |   |
|   |                                   | Name: | Gary Perkins |   |
|   |                                   | Title: | Vice President |   |

 

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|   | WELLS FARGO  BANK, N.A., *as documentation agent  and**as a Lender* |
|--------|---------------------------------------------------------------------|
|   |                                                                |
|   |                                                                |
|   | By:                                                                 |   | /s/ Lance  Reynolds |   |
|   |                                                                | Name: | Lance Reynolds |   |
|   |                                                                | Title: | AVP |   |

 

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To induce Administrative Agent and Lenders toenter into this Amendment, the undersigned (a) consent and agree to itsexecution and delivery and the terms and conditions thereof, (b) consent andagree that this document in no way releases, diminishes, impairs, reduces, orotherwise adversely affects any Liens, charges, guaranties, assurances, orother obligations or undertakings of any of the undersigned under any LoanDocuments, all of which are hereby ratified and confirmed, and (c) waive noticeof acceptance of this Amendment, which Amendment binds each of the undersignedand their respective successors and permitted assigns and inures toAdministrative Agent, Lenders and their respective successors and permittedassigns.

 

 
|   | **GUARANTORS:**                                         |
|--------|---------------------------------------------------------|
|   |                                                    |
|   | ALS  ACQUISITION CORP.                                  |
|   | AMERICAN  ECONOMICS GROUP, INC.                         |
|   | APS SERVICES  ACQUISITION CORP.                         |
|   | ASSOCIATE RECORD TECHNICIAN SERVICES  ACQUISITION CORP. |
|   | CALIFORNIA MEDICAL RECORD SERVICE  ACQUISITION CORP.    |
|   | COPY RIGHT,  INC.                                       |
|   | DELIVEREX  ACQUISITION CORP.                            |
|   | DOCTEX  ACQUISITION CORP.                               |
|   | ECONOMIC  RESEARCH SERVICES, INC.                       |
|   | ELS  ACQUISITION CORP.                                  |
|   | EXIGENT  COMPUTER GROUP, INC.                           |
|   | FASTRIEVE,  INC.                                        |
|   | GLOBAL  DIRECT, INC.                                    |
|   | 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.                       |
|   | MMS ESCROW  AND TRANSFER AGENCY, INC.                   |
|   | NEWPORT  BEACH DATA ENTRY, LLC                          |
|   | PENINSULA  RECORD MANAGEMENT, INC.                      |
|   | PERMANENT  RECORDS MANAGEMENT, INC.                     |
|   | PLM  MANAGEMENT, INC.                                   |
|   | PMI IMAGING  SYSTEMS ACQUISITION CORP.                  |
|   | PREMIER  ACQUISITION CORP.                              |
|   | QUALITY COPY  ACQUISITION CORP.                         |
|   | RECORDEX  ACQUISITION CORP.                             |
|   | RTI LASER PRINT SERVICES ACQUISITION  CORP.             |
|   | SOURCECORP  BPS INC.                                    |
|   | SOURCECORP  BPS MARYLAND LLC                            |
|   | SOURCECORP  BPS NORTHERN CALIFORNIA INC.                |
|   | SOURCECORP  BPS SOUTHERN CALIFORNIA INC.                |
|   | SOURCECORP  DMS INC.                                    |

 

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|   | SOURCECORP  HEALTHSERVE RADIOLOGY, INC. |
|--------|-----------------------------------------|
|   | SOURCECORP  HS INC.                     |
|   | SOURCECORP  LEGAL INC.                  |
|   | SRCP  INVESTMENTS HOLDING, INC.         |
|   | SRCP  MANAGEMENT, INC.                  |
|   | STAT  HEALTHCARE CONSULTANTS, INC.      |
|   | SYNERGEN,  LLC                          |
|   | 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                             |   |

 

 
|   | SOURCECORP  BPS TEXAS L.P. |                                         |
|--------|----------------------------|----------------------------------------------|
|   |                       |                                         |
|   | By:                        | Input  Management, Inc., its General Partner |   |
|   |                       |                                         |
|   |                       |                                         |   |
|   | By:                        | /s/ Barry L. Edwards                         |   |
|   |                       | Barry L.  Edwards,                           |   |
|   |                       | Vice  President                              |   |

 

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|   | 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                                           |   |

 
|   | PLM LIMITED  PARTNERSHIP. |                                       |
|--------|---------------------------|--------------------------------------------|
|   |                      |                                       |   |   |
|   | By:                       | PLM  Management, Inc., its General Partner |   |
|   |                      |                                       |
|   |                      |                                       |   |
|   | By:                       | /s/ Barry L.  Edwards                      |   |
|   |                      | Barry L.  Edwards,                         |   |
|   |                      | Vice President                             |   |

 

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