Credit and Security Agreement



 Exhibit 10.1 
 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED 
 CREDIT AND SECURITY AGREEMENT 
 THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (the “Fourth Amendment”), dated November 20, 2007, is
entered into by and between SRI/SURGICAL EXPRESS, INC., a Florida corporation (“Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Wachovia”) and LASALLE BANK NATIONAL ASSOCIATION, a national
banking association (“LaSalle,” and together with Wachovia, the “Banks”); 
 W I T N E S S E T H: 
 WHEREAS, the Borrower and the Banks have previously entered into the Second Amended and Restated Credit and Security Agreement, dated as of
June 21, 2005 as amended by that certain Amendment to the Second Amended and Restated Credit and Security Agreement, dated as of May 8, 2006, the Second Amendment to Second Amended and Restated Credit and Security Agreement dated as of
August 31, 2006 and the Third Amendment to Second Amended and Restated Credit and Security Agreement dated as of June 14, 2007 (collectively, the “Agreement”); 
 WHEREAS, pursuant to the Agreement, the Bank have issued the Tennessee Letter of Credit to support the Tennessee Bonds with the current
termination date of February 15, 2008 and the California Letter of Credit to support the California Bonds with the current termination date of February 15, 2008 (the Tennessee Letter of Credit and the California Letter of Credit, are
collectively referred as the “Letters of Credit”); 
 WHEREAS, the Banks have agreed to extend the applicable termination
dates of the Letters of Credit to February 15, 2009 provided that Borrower agrees to certain amendments to the Agreement as stated in this Fourth Amendment; and 
 NOW, THEREFORE, in consideration of the premises, mutual covenants contained herein and other good and valuable consideration, the Borrower and the Banks do hereby amend the Agreement as follows: 
 Section 1. Section 8.9 of Agreement Inserted. The Agreement is hereby amended by inserting the following new Section 8.9 to the Agreement: 

8.8 Non-Extension of Revolving Loan Termination Date. If the Banks notify Borrower that the Banks will not extend the current
Revolving Loan Termination Date by no later than April 1, 2008, the Borrower shall have until the first business day of June 1, 2008 to substitute the Letters of Credit. Failure to substitute the Letters of Credit shall be an event of
default under this Agreement, and the Banks or Collateral Agent can declare a default under the Indenture causing a mandatory tender or purchase of the Tennessee Bonds and the California Bonds. 
  









 Section 2. Letter of Credit Fee. In consideration for this Fourth Amendment and the extension of
the termination dates for the Letters of Credit, the Borrower shall pay to the applicable Bank a fee or commission at the rate of 3.00% per annum on the amount available to be drawn under each Letter of Credit. Section 2.4 of the Agreement
shall now reflect a letter of credit fee of 3.0% per annum. The Banks shall rebate on a pro rata basis the letter of credit fee paid in advance for that applicable yearly period if the Letters of Credit are terminated prior to the end of such
applicable yearly period. 
 Section 3. Effect of Modification and Amendment of Agreement. The Agreement shall be deemed to be
modified and amended in accordance with the provisions of this Fourth Amendment to the Agreement and the respective rights, duties and obligations of the Borrower and the Banks under the Agreement shall remain to be determined, exercised and
enforced under the Agreement subject in all respects to such modifications and amendments in writing, and all the terms and conditions of this Fourth Amendment to the Agreement shall be part of the terms and conditions of the Agreement for any and
all purposes. All the other terms of the Agreement shall continue in full force and effect subject to the amendments set forth herein. 
 Section 4. Representations and Warranties. The Borrower represents and warrants to the Banks as follows: 
 (a) Representations and Warranties in Agreement. The representations and warranties of the Borrower contained in the Agreement (i) were true and correct when made, and (ii) after giving effect to this Fourth Amendment
continue to be true and correct on the date hereof (except to the extent of changes resulting from transactions contemplated or permitted by the Agreement, as amended hereby, and changes occurring in the ordinary course of business that singly or in
the aggregate are not materially adverse, and to the extent that such representations and warranties relate expressly to an earlier date). 
 (b) Authority. The execution and delivery by the Borrower of this Fourth Amendment and the performance by the Borrower of all of its agreements and obligations under this Fourth Amendment within its corporate
authority, have been duly authorized by all necessary corporate action and do not and will not: (i) contravene any provision of its charter documents or any amendment thereof; (ii) conflict with, or result in a breach of any material term,
condition or provision of, or constitute a default under or result in the creation of any mortgage, lien, pledge, charge, security interest or other encumbrance upon any of its respective property under any agreement, deed of trust, indenture,
mortgage or other instruments to which it is a party or by which any of its properties are bound including, without limitation, any of other agreements; (iii) violate or contravene any provision of any law, statute, rule or regulation to which
the Borrower is subject or any decree, order or judgment of any court or governmental or regulatory authority, bureau, agency or official applicable to the Borrower; (iv) require any waivers, consents or approvals by any of its creditors which
have not been obtained; or (v) require any approval, consent, order, authorization or license by, or giving notice to, or taking any other action with respect to, any governmental or regulatory authority or agency under any provision of any
law. 
  

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 (c) Enforceability of Obligations. This Fourth Amendment and the Agreement, as
amended hereby, constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, provided that: (i) enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors; and (ii) the availability of the remedies of specific performance and injunctive relief may be subject to the
discretion of the court before which any proceedings for such remedies may be brought. 
 Section 5. Counterparts. This Fourth
Amendment to the Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 
 Section 6. Governing Law. This Fourth Amendment to the Agreement shall be construed in accordance with and governed by the laws of the State of
Florida. 
 IN WITNESS WHEREOF, the Borrower and the Banks have caused this Fourth Amendment to the Agreement to be executed in their
respective names to be hereunto by their duly authorized representatives, all as of the date first above written. 
  

									
	 THE BORROWER:
 SRI/SURGICAL EXPRESS, INC.

	 		 	 THE BANKS:
 WACHOVIA BANK, NATIONAL
ASSOCIATION

					
	By:	 	/s/ Wallace D. Ruiz	 		 	By:	 	/s/ Heather M. Devenbeck
		 	 Name: Wallace D. Ruiz
 Title: Sr. Vice
President & CFO
	 		 		 	 Name: Heather M. Devenbeck
 Title: Senior Vice
President

			
		 		 	LASALLE BANK NATIONAL ASSOCIATION
					
		 		 		 	By:	 	/s/ Kimberly A. Bruce
		 		 		 		 	 Name: Kimberly A. Bruce
 Title: First Vice President



  

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