**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 **SOURCECORPINCORPORATED**, formerly known as F.Y.I. Incorporated, a Delawarecorporation (“***Borrower***”),**BANK OFAMERICA, N.A.**, as a Lender and as Administrative Agent for Lenders(in such capacity, ***AdministrativeAgent*”)**, and other Agents and Lenders party thereto.

 

A.           Borrower, Administrative Agent, andLenders 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 oramended and restated from time to time, the “***Credit Agreement***”).

 

B.            Borrower hasrequested that Required Lenders amend certain terms and provisions of theCredit Agreement.

 

C.            Borrower, Administrative Agent, andRequired Lenders have agreed, upon the following terms and conditions, to amendthe Credit Agreement subject to andupon the terms and conditions provided herein.

** **

**NOW, THEREFORE**, inconsideration of the mutual promises herein contained, and for other valuableconsideration, the parties hereto agree as follows:

 

Section1.  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.

 

Section2.  Amendments to CreditAgreement.  Effective as of the EffectiveDate, but subject to satisfaction of the conditions precedent set forth in ***Section 4*** hereof, theCredit Agreement is hereby amended as set forth below.

 

(a)            The definition of F.Y.I. set forthin ***Article 1***ofthe Credit Agreement is amended in its entirety to read as follows:

 

“F.Y.I.”means SOURCECORP, Incorporated, a Delaware corporation, formerly known asF.Y.I. Incorporated.

 

(b)           ***Subsection(C)***of the second proviso of ***Section 2.1(a)***of the Credit Agreementshall be amended in its entirety to read as follows;

 

“(C)each Swingline Advance shall be payable on the earlier of demand or theMaturity Date”.

 

(c)           ***Section8.14***of the Credit Agreement is deleted in its entirety.

 

(d)           ***Section 10.3*** of the Credit Agreement is amended in itsentirety to read as follows:

 

“Section 10.3         Consolidated Fixed Charge CoverageRatio.  F.Y.I. will not permit theConsolidated Fixed Charge Coverage Ratio, calculated as of the end of eachfiscal 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 theratio set forth below for the period during which such fiscal quarter endoccurs:

 
| **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” |

 

Section3.  Conditions toEffectiveness.  This Amendment shallbecome effective as of the date first set forth above when and ifAdministrative Agent has received the following:

 

(a)            this Amendment, duly executed byBorrower, each Guarantor, the Required Lenders and Administrative Agent;

 

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(b)           a certificate of a ResponsibleOfficer, certifying the names and true signatures of the officers of Borrowerauthorized to execute and deliver this Amendment; and

 

(c)            such other assurances, certificates,documents, consents and opinions as the Administrative Agent may reasonablyrequire.

 

Section4.  Representations andWarranties of Borrower.  Borrowerrepresents and warrants to the Lenders and Administrative Agent as set forthbelow.

 

(a)            The execution, delivery andperformance by Borrower of this Amendment and the Credit Agreement, as amendedhereby, have been duly authorized by all necessary corporate action and do notand will not (i) require any consent or approval not heretofore obtainedof any director, stockholder, security holder or creditor of Borrower,(ii) violate or conflict with any provision of Borrower’s Articles ofIncorporation, (iii) result in or require the creation or imposition of anyLien upon or with respect to any property now owned or leased or hereafteracquired by Borrower, (iv) violate any laws applicable to Borrower or(v) result in a breach of or constitute a default under, or cause orpermit the acceleration of any obligation owed under, any indenture or loan orcredit agreement or any other material agreement to which Borrower is a partyor 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 underapplicable law the execution, delivery and performance by Borrower of thisAmendment and the Credit Agreement, as amended hereby.

 

(c)            Each of this Amendment and theCredit Agreement, as amended hereby, has been duly executed and delivered byBorrower and constitutes the legal, valid and binding obligation of Borrower,enforceable against Borrower in accordance with its terms, except as enforcementmay be limited by the Bankruptcy Code and other debtor relief laws or equitableprinciples relating to the granting of specific performance and other equitableremedies as a matter of judicial discretion.

 

(d)           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 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).

 

(e)            No Default or Event of Defaultexists or would result from the effectiveness of this Amendment.

 

(f)            Borrower agrees to perform such actsand duly authorize, execute, acknowledge, deliver, file, and record suchadditional documents and certificates as Administrative Agent may reasonablyrequest in order to create, perfect, preserve, and protect those guaranties,assurances, and Liens.

 

Section5.  Reference to and Effect onLoan Documents.

 

**(a)            On and afterthe Effective 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 as specifically amendedhereby, all provisions of the Credit Agreement and all Loan Documents shallremain in full force and effect and are hereby ratified and confirmed.

 

(c)            Except as otherwise expresslyprovided herein, the execution, delivery and effectiveness of this Amendmentshall not operate as a waiver of any right, power or remedy of any Lender orthe Administrative Agent under any of the Loan Documents or constitute a waiverof any provision of any of the Loan Documents.

 

(d)           Borrower (A) ratifies andconfirms 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 byBorrower are not released, reduced, or otherwise adversely affected by thisAmendment and continue to guarantee, assure, and secure full payment andperformance of the present and future Obligations.

 

Section6.  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 with respectthereto and with respect to advising the Administrative Agent as to its rightsand responsibilities hereunder and thereunder.

 

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Section7.  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.

 

Section8.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, ANDCONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

 

Section9.  **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 MAY NOT BECONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENTORAL 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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