**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 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 and as further amended by the SecondAmendment to Credit Agreement dated as of September 27, 2002 (such CreditAgreement, as so amended, the “***Credit Agreement***”).

 

B.                                     Borrowerhas requested that certain terms and provisions of the Credit Agreement beamended.

 

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

 

**NOW,THEREFORE**, in consideration of the mutual promisesherein contained, and for other valuable consideration, the parties heretoagree as follows:

 

Section 1.  Defined Terms; References.  Unless otherwise specifically definedherein, each term used herein that is defined in the Credit Agreement shallhave the meaning assigned to such term in the Credit Agreement.

 

Section 2.  Amendments to Credit Agreement.  Effective as of the Effective Date, butsubject 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 maintainConsolidated 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 fiscalquarter, i.e., exclusive of negative Consolidated Net Income for any fiscalquarter, after December 31, 2000, plus (c) all Net proceeds of eachEquity Issuance after December 31, 2000, minus (d) the amount of anystock repurchase consummated under the terms of Section 9.4(c), minus(e) the amount of any Permitted Share Repurchases.”; and

 

(b) ***Schedules7.4, 7.6, 7.7, 7.10, 7.11, 7.13, 7.15, 7.22, 7.26,***and ***7.27*** to the CreditAgreement 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 ofthe Effective Date when and if Administrative Agent has received the following:

 

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

 

**Third Amendment**

 

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(b)                                  a certificate of aResponsible Officer, certifying the names and true signatures of the officersof Borrower authorized to execute and deliver this Amendment;

 

(c)                                 to the extent nottheretofore executed and delivered, any documents, agreements, or instrumentsrequired to be executed and delivered pursuant to ***Article 5*** of the Credit Agreement; and

 

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

 

Section 4.  Representations and Warranties ofBorrower.  Borrower represents andwarrants to Lenders and 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 materialagreement to which Borrower is a party or by which Borrower or any of itsProperty is bound 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 binding obligationof Borrower, enforceable against Borrower in accordance with its terms, exceptas enforcement may be limited by the Bankruptcy Code and other debtor relieflaws or equitable principles relating to the granting of specific performanceand other equitable remedies as a matter of judicial discretion.

 

(d)                                  The requirements of ***Article 5*** of theCredit Agreement have been fully complied with on or before the Effective Date.

 

(e)                                   The representationsand warranties of Borrower contained in ***Article 7*** of the Credit Agreement are true and correctin all material respects as though made on and as of the Effective Date (exceptto the extent such representations and warranties expressly refer to an earlierdate, in which case they are true and correct as of such earlier date).

 

(f)                                     No Default orEvent of Default exists or would result from the effectiveness of thisAmendment.

 

(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.

 

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Section 5.  Reference to and Effect on Loan Documents.

 

(a)                                   On and after theEffective Date, each reference in the Credit Agreement to “this Agreement,”“hereunder,” “hereof,” “herein” or any other expression of like importreferring to the Credit Agreement, and each reference in the other LoanDocuments to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or anyother expression of like import referring to the Credit Agreement, shall meanand be a reference to the Credit 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 (A) ratifies and confirms all provisionsof the Loan Documents applicable to Borrower, and (B) ratifies and confirmsthat all guaranties, assurances, and Liens granted, conveyed, or assigned toAdministrative Agent under the Loan Documents by Borrower are not released,reduced, or otherwise adversely affected by this Amendment and continue toguarantee, assure, and secure full payment and performance of the present andfuture Obligations.

 

Section 6.  Costs and Expenses.  Borrower agrees to pay on demand allreasonable costs and expenses of the Administrative Agent in connection withthe preparation, execution and delivery of this Amendment and the otherinstruments and documents to be delivered hereunder, including the reasonablefees and out-of-pocket expenses of counsel for the Administrative Agent withrespect thereto and with respect to advising the Administrative Agent as to itsrights and responsibilities hereunder and thereunder.

 

Section 7.  Execution in Counterparts.  This Amendment may be executed in any numberof counterparts and by the parties hereto in separate counterparts, each ofwhich when so executed and delivered shall be deemed to be an original and allof which taken together shall constitute one and the same instrument.  This agreement, when countersigned by theparties hereto, shall be a “Loan Document” as defined and referred to in theCredit Agreement and the other Loan Documents.

 

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

 

Section 9.  **ENTIRETY. THIS AMENDMENT, THE CREDITAGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIREAGREEMENT 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 BYEVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS ORDISCUSSIONS OF THE PARTIES HERETO.  THEREARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.**

 

 

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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, |
|   |                                 | 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 |

 

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|   | RAYMOND JAMES BANK, FSB, *as a  Lender* |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |   |
|   | By:                                     |   |
|   |                                    | Name: |   |
|   |                                    | Title: |   |

 

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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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|   | WASHINGTON MUTUAL BANK, *as a  Lender* |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |   |
|   | By:                                    | /s/ Elizabeth Records |
|   |                                   | Name: | Elizabeth Records |
|   |                                   | Title: | A.V.P. – Credit Manager |

 

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|   | WELLS FARGO BANK, N.A., *as  documentation agent  and**as a Lender* |
|--------|---------------------------------------------------------------------|
|   |                                                                |
|   |                                                                |   |
|   | By:                                                                 | /s/ David C. Oldani |
|   |                                                                | Name: | David C. Oldani |
|   |                                                                | Title: | Vice President |

 

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Toinduce Administrative Agent and Lenders to enter into this Amendment, theundersigned (a) consent and agree to its execution and delivery and the termsand conditions thereof, (b) consent and agree that this document in no wayreleases, diminishes, impairs, reduces, or otherwise adversely affects anyLiens, charges, guaranties, assurances, or other obligations or undertakings ofany of the undersigned under any Loan Documents, all of which are herebyratified and confirmed, and (c) waive notice of acceptance of this Amendment,which Amendment binds each of the undersigned and their respective successorsand permitted assigns and inures to Administrative Agent, Lenders and theirrespective 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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