Exhibit 10.1


 


Fourth Amendment


to


Credit Agreement


 


This Fourth Amendment to Credit Agreement (this “Amendment”) is
effective as of July 30, 2004 (the “Fourth Amendment Closing 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, as further amended by the Second Amendment
to Credit Agreement dated as of September 27, 2002, and as further amended by
the Third Amendment to Credit Agreement dated as of March 26, 2003 (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 Fourth Amendment Closing Date, but subject to
satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement is
hereby amended as follows:


 


(a)           Section 1.1 of the Credit
Agreement is hereby amended to add the following definition:


 


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


 


(b)           The
definition of “Permitted Share Repurchases” in Section 1.1 of the
Credit Agreement is hereby amended to read in its entirety as follows:


 


“Permitted
Share 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, in
an aggregate amount not to exceed $30,000,000, and (b) on or after the Fourth
Amendment Closing Date, in an aggregate amount not to exceed $30,000,000.


 


(c)           Schedules
7.5 and 7.7
to the Credit Agreement are hereby amended to include the
information set forth on Schedules
7.5 and 7.7
attached hereto, and Schedules 7.13 and 7.15 to the Credit
Agreement are hereby amended in their entirety to read as set forth in Schedules 7.13 and 7.15 attached
hereto.


 

















 


Section 3. 
Conditions to Effectiveness. 
This Amendment shall become effective as of the Fourth Amendment Closing
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;


 


(b)           a certificate of a Responsible
Officer, certifying (i) the resolutions adopted by the board of directors of
Borrower authorizing this Amendment, and (ii) 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 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 in all material respects on or before
the Fourth Amendment Closing 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 Fourth Amendment
Closing 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, and except to the extent that such representations and
warranties are made with reference to the information contained in the Schedules to the
Credit Agreement, in which case such representations, warranties and Schedules shall be
deemed to be modified  or supplemented by (i) information
provided in public filings made by Borrower with the Securities and Exchange
Commission since March 26, 2003 (the “Third Amendment Date”), or (ii) transactions
that have occurred since the Third Amendment Date that were permitted under the
Credit Agreement).


 

















 


(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.


 


Section 5. 
Reference to and Effect on Loan Documents.


 


(a)           On and after the Fourth Amendment Closing 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 (i) ratifies and confirms all
provisions of the Loan Documents applicable to Borrower, and (ii) 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 to the full extent required by the Loan
Documents.


 


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.


 


Remainder of Page
Intentionally Left Blank. Signature Pages Follow.


 


4

















 


	
   

  	
  SOURCECORP,
  INCORPORATED,  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Barry L. Edwards

  	
   

  
	
   

  	
   

  	
  Barry L.
  Edwards

  
	
   

  	
   

  	
  Executive
  Vice President and Chief Financial

  Officer

  



 

















 


	
   

  	
  ADMINISTRATIVE
  AGENT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Suzanne M. Paul

  	
   

  
	
   

  	
   

  	
  Suzanne M.
  Paul,

  
	
   

  	
   

  	
  Vice
  President

  



 


6

















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven A. Mackenzie

  	
   

  
	
   

  	
   

  	
  Steven A.
  Mackenzie,

  
	
   

  	
   

  	
  Senior Vice
  President

  



 


7

















 


	
   

  	
  BANK ONE,
  N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Sharon
  Ellis

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sharon Ellis

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


8

















 


	
   

  	
  BNP PARIBAS,
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jeff
  Tebeaux

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeff Tebeaux

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Henry F.
  Setina

  	
   

  
	
   

  	
   

  	
   

  	
  Henry F.
  Setina

  
	
   

  	
   

  	
   

  	
  Director

  



 


9

















 


	
   

  	
  HIBERNIA
  NATIONAL BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael
  R. Geissler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael R. Geissler

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


10

















 


	
   

  	
  JPMORGAN
  CHASE BANK, as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael
  J. Lister

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael J.
  Lester, Vice President

  	
   

  
	
   

  	
   

  	
  Title:

  	
  JPMorgan
  Chase Bank

  	
   

  



 


11

















 


	
   

  	
  THE BANK OF
  NOVA SCOTIA, as a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Liz
  Hanson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Liz Hanson

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  



 


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

  	
   

  



 


14

















 


	
   

  	
  WACHOVIA
  BANK, as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Steven
  Hipsman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steven Hipsman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  



 


15

















 


	
   

  	
  WASHINGTON
  MUTUAL BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Gary
  Perkins

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gary Perkins

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


16

















 


	
   

  	
  WELLS FARGO
  BANK, N.A., as documentation agent

  and  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Lance
  Reynolds

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lance Reynolds

  	
   

  
	
   

  	
   

  	
  Title:

  	
  AVP

  	
   

  



 


17

















 


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.

  
	
   

  	
  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.

  



 


18

















 


	
   

  	
  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

  	
   

  



 


19

















 


	
   

  	
  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

  	
   

  



 


20