Third Amendment to Credit Agreement

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 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 and as further amended by the Second Amendment to Credit Agreement dated as of September 27, 2002 (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 Effective Date, but subject 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 maintain Consolidated 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 fiscal quarter, i.e., exclusive of negative Consolidated Net Income for any fiscal quarter, after December 31, 2000, plus (c) all Net proceeds of each Equity Issuance after December 31, 2000, minus (d) the amount of any stock repurchase consummated under the terms of Section 9.4(c), minus (e) the amount of any Permitted Share Repurchases.”; and

(b) Schedules 7.4, 7.6, 7.7, 7.10, 7.11, 7.13, 7.15, 7.22, 7.26, and 7.27 to the Credit Agreement 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 of the Effective 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;

Third Amendment

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

(c)                                 to the extent not theretofore executed and delivered, any documents, agreements, or instruments required to be executed and delivered pursuant to Article 5 of the Credit Agreement; and

(d)                                  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 on or before the Effective 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 Effective 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).

(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.

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Section 5.  Reference to and Effect on Loan Documents.

(a)                                   On and after the Effective 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 (A) ratifies and confirms 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 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.

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.

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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.

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