AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 29, 2005 by and among SOURCECORP, INCORPORATED, BANK OF AMERICA, N.A., as Administrative Agent, BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Book Manager, SUNTRUST BANK, as...

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of September 29, 2005

by and among

SOURCECORP, INCORPORATED,

BANK OF AMERICA, N.A.,

as Administrative Agent,

BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger and Sole Book Manager,

SUNTRUST BANK,

as Syndication Agent,

JPMORGAN CHASE BANK, N.A.,

as Documentation Agent

and

THE LENDERS NAMED HEREIN

$100,000,000 REVOLVING CREDIT LOAN FACILITY

TABLE OF CONTENTS

i

ii

iii

iv

INDEX TO EXHIBITS

INDEX TO SCHEDULES

v

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 29, 2005, is by and among SOURCECORP, INCORPORATED (“SOURCECORP”), a Delaware corporation, each of the banks or other lending institutions which is a party hereto (as evidenced by the signature pages of this Agreement) or which may from time to time become a party hereto or any successor or assignee thereof (individually, a “Lender” and, collectively, the “Lenders”), BANK OF AMERICA, N.A., a national banking association, as administrative agent for itself and the other Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), SUNTRUST BANK, as syndication agent, and JPMORGAN CHASE BANK, N.A., as documentation agent.

RECITALS:

A.            SOURCECORP, certain of the Lenders, certain other financial institutions, Bank of America, N.A., as administrative agent, and certain other agents, have heretofore entered into that certain Credit Agreement dated as of April 3, 2001 (as heretofore amended or modified, the “Existing Credit Agreement”).

B.            SOURCECORP has requested that the Existing Credit Agreement be amended and restated in its entirety to, among other things, reduce the aggregate amount of the commitments of the Lenders to $100,000,000, add an accordion feature in an amount up to $50,000,000, and provide that Obligations shall be unsecured, and the Lenders, the Administrative Agent and the other agents party hereto are willing to so amend and restate the Existing Credit Agreement.

C.            The amendment and restatement of the Existing Credit Agreement hereunder is not intended by the parties to constitute either a novation or a discharge or satisfaction of the indebtedness and obligations under the Existing Credit Agreement, which indebtedness and obligations under the Existing Credit Agreement shall remain outstanding hereunder on the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, SOURCECORP, Bank of America, N.A. (in its capacity as the Administrative Agent under this Agreement and the Existing Credit Agreement), and the Lenders agree that, effective upon the Effective Date, the Existing Credit Agreement is amended and restated in its entirety as follows:

ARTICLE 1
DEFINITIONS

Section 1.1            Definitions, etc.  As used in this Agreement, the following terms shall have the following meanings:

“Accounting Changes” means as specified in Section 1.3(a).

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person or of any business or division of a Person, (b) the acquisition by a Person of 50% or more of the Capital Stock of any Person or otherwise causing any Person to become a Subsidiary of the acquiring Person, or (c) a merger, consolidation, amalgamation or any other combination of a Person with another Person.

“Additional Costs” means as specified in Section 4.1(a).

1

“Administrative Agent” means as specified in the initial paragraph of this Agreement.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, as to any Person, any other Person (a) that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such Person; (b) that directly or indirectly beneficially owns or holds fifty percent or more of any class of voting Capital Stock of such Person; or (c) fifty percent or more of the voting Capital Stock of which is directly or indirectly beneficially owned or held by the Person in question.  The term “control” means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided, however, in no event shall the Administrative Agent, the Lead Arranger or any Lender be deemed an Affiliate of SOURCECORP or any of its Subsidiaries.

“Agent Party” means as specified in Section 13.13(c).

“Agreement” means this Amended and Restated Credit Agreement and any and all amendments, modifications, supplements, renewals, extensions or restatements hereof.

“Applicable Lending Office” means for each Lender and each Type of Loan, the office of such Lender (or an Affiliate of such Lender) from time to time designated by such Lender to SOURCECORP and the Administrative Agent as the lending office by which its Loans of such Type are to be made and maintained.

“Applicable Margin” means, with respect to any period and with respect to Base Rate Loans, Eurodollar Loans, Letter of Credit Fees and Commitment Fees, the percentage set forth in the table below that corresponds to the ratio of (a) Funded Debt as of the date of the relevant financial statements referred to below to (b) EBITDA for the four fiscal quarters of SOURCECORP then most recently ended as of the date of such financial statements, calculated in accordance with Section 1.4:

For purposes hereof and notwithstanding the preceding sentence, the Applicable Margin for the period from the Effective Date to the first Calculation Date thereafter shall be deemed to be 0.750% for Eurodollar Loans and Letter of Credit Fees, 0% for Base Rate Loans and 0.150% for Commitment Fees and shall thereafter be calculated on each Calculation Date based upon the preceding table and the financial statements delivered by SOURCECORP pursuant to Section 8.1(b) and the certificate delivered by SOURCECORP pursuant to Section 8.1(c); provided, that if SOURCECORP fails to deliver to the Administrative Agent such financial statements or certificate on or before the relevant Calculation Date, the Applicable Margin shall be deemed to be the percentage reflected in the preceding table as if the ratio of Funded Debt to EBITDA were greater than 2.50 to 1.00 until the date such statements and certificate

2

are received by the Administrative Agent, after which the Applicable Margin shall be determined as otherwise provided herein.

“Asset Disposition” means the disposition of any or all of the Property (other than the grant of a Lien as security) of SOURCECORP or any of its Subsidiaries, whether by sale, lease, transfer, assignment, condemnation or otherwise, but excluding any involuntary disposition resulting from casualty damage to or condemnation of Property.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and its Eligible Assignee (with the consent of any party whose consent is required by Section 13.8(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit A hereto or any other form approved by the Administrative Agent.

“Auto-Extension Letter of Credit” means as specified in Section 2.14(b).

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loans” means Loans that bear interest at rates based upon the Base Rate.

“Bank of America” means Bank of America, N.A., a national banking association.

“Bankruptcy Code” means as specified in Section 11.1(e).

“Basle Accord” means the proposals for risk-based capital framework described by the Basle Committee on Banking Regulations and Supervisory Practices in its paper entitled “International Convergence of Capital Measurement and Capital Standards” dated July 1988, as amended, supplemented and otherwise modified and in effect from time to time, or any replacement thereof.

“Borrower Materials” means as specified at the end of Section 8.1.

“Business Day” means (a) any day on which commercial banks are not authorized or required to close in New York, New York, Dallas, Texas or Charlotte, North Carolina, and (b) with respect to all borrowings, payments, Conversions, Continuations, Interest Periods and notices in connection with Eurodollar Loans, any day which is a Business Day described in clause (a) above and which is also a day on which dealings in Dollar deposits are carried out in the London interbank market.

“Calculation Date” means the date occurring each quarter during the term of this Agreement which is 15 days after the date upon which quarterly financial statements of SOURCECORP and its consolidated Subsidiaries are required by Section 8.1(b) to be delivered to the Administrative Agent (or, if such date is not a Business Day, the next succeeding Business Day).

“Capital Expenditures” means, for any period, expenditures (including the aggregate amount of Capital Lease Obligations incurred during such period) made by SOURCECORP or any of its consolidated Subsidiaries to acquire or construct fixed assets, plant or equipment (including renewals,

3

improvements or replacements, but excluding repairs) during such period and which, in accordance with GAAP, are classified as capital expenditures, exclusive of any expenditures for Acquisitions.

“Capital Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal Property, which obligations are classified as a capital lease on a balance sheet of such Person under GAAP.  For purposes of this Agreement, the amount of such Capital Lease Obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“Capital Stock” means corporate stock and any and all shares, partnership interests, limited partnership interests, limited liability company interests, membership interests, equity interests, participations, rights or other equivalents (however designated) of corporate stock or any of the foregoing issued by any entity (whether a corporation, a partnership or another entity).

“Change of Control” means the existence or occurrence of any of the following after the Closing Date: (a) any Person or two or more Persons acting as a group (as defined in Section 13d-3 of the Securities Exchange Act of 1934) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting stock of SOURCECORP; (b) individuals who, as of the Closing Date, constitute the Board of Directors of SOURCECORP (the “SOURCECORP Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of SOURCECORP; provided, however, that any individual becoming a director of SOURCECORP subsequent to the Closing Date whose election, or nomination for election by SOURCECORP’s shareholders was approved by a vote of at least a majority of the directors then comprising the SOURCECORP Incumbent Board shall be considered as though such individual were a member of the SOURCECORP Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or other actual or threatened solicitation of proxies or contest by or on behalf of a Person other than the Board of Directors of SOURCECORP; or (c) any individual(s) or entity(s) acting in concert shall have acquired by contract or otherwise, the power to exercise, directly or indirectly, control over the management or policies of SOURCECORP, or control over the equity securities of SOURCECORP entitled to vote for members of the Board of Directors of SOURCECORP on a fully-diluted basis (and taking into account all such securities that such individual(s) or entity(s) or group has the right to acquire pursuant to any option right) representing 30% or more of the combined voting power of such securities.

“Closing Date” means September 29, 2005, the date of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings issued thereunder.

“Commitment” means, as to any Lender, the obligation of such Lender to make or continue Revolving Loans and incur or participate in Letter of Credit Liabilities and Swingline Advances hereunder in an aggregate principal amount at any one time outstanding up to but not exceeding the amount set forth opposite the name of such Lender on the signature pages hereto under the heading “Commitment” or, if such Lender is a party to an Assignment and Assumption, the amount set forth in the most recent Assignment and Assumption of such Lender, as the same may be increased pursuant to Section 2.16 or reduced or terminated pursuant to Section 2.13 or 11.2, and “Commitments” means such obligations of all Lenders.  As of the Closing Date, the aggregate principal amount of the Commitments is $100,000,000.

4

“Commitment Fees” means as specified in Section 2.11.

“Commitment Percentage” means, as to any Lender, the percentage equivalent of a fraction, the numerator of which is the amount of the Commitment of such Lender, and the denominator of which is the aggregate amount of the Commitments of all of the Lenders, as adjusted from time to time in accordance with Sections 2.16 or 13.8.  If the Commitment of each Lender to make Loans and the obligation of the Issuing Bank to issue Letters of Credit have been terminated pursuant to Section 11.2 or if the Commitments of all the Lenders have expired, then the Commitment Percentage of each Lender shall be determined based on the Commitment Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.

“Consolidated Fixed Charge Coverage Ratio” means, for any period, the ratio of (a)(i) EBITDAR of SOURCECORP and its consolidated Subsidiaries for such period, minus (ii) Maintenance Capital Expenditures made by SOURCECORP and its consolidated Subsidiaries during such period, minus (iii) taxes of SOURCECORP and its consolidated Subsidiaries paid or payable in cash during such period, to (b) the Fixed Charges of SOURCECORP and its consolidated Subsidiaries for such period.  In determining the Consolidated Fixed Charge Coverage Ratio for SOURCECORP and its consolidated Subsidiaries, “EBITDAR” and “Fixed Charges” shall be calculated after giving effect to Permitted Acquisitions and Asset Dispositions made during such period and permitted by Sections 9.8.(d), 9.8(e) and 9.8(g) as if such transactions had occurred on the first day of such period, regardless of whether the effect is positive or negative.

“Consolidated Net Income” means, for any period, the net income (or loss) of SOURCECORP and its Subsidiaries (or other applicable Person) for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Worth” means, at any particular time, all amounts which, in conformity with GAAP, would be included as stockholders’ equity on a consolidated balance sheet of SOURCECORP and its Subsidiaries.

“Continue”, “Continuation” and “Continued” shall refer to the continuation pursuant to Section 2.6 of a Eurodollar Loan as a Eurodollar Loan of the same Type from one Interest Period to the next Interest Period.

“Continuing Lenders” means as specified in Section 13.25.

“Contract Rate” means as specified in Section 13.12(a).

“Convert”, “Conversion” and “Converted” shall refer to a conversion pursuant to Section 2.6 or Article 4 of one Type of Loan into the other Type of Loan.

“Currency Hedge Agreement” means any currency hedge or exchange agreement, option or futures contract or other agreement intended to protect against or manage a Person’s exposure to fluctuations in currency exchange rates.

“Current Date” means a date occurring no more than 30 days prior to the Closing Date or such earlier date which is reasonably acceptable to the Administrative Agent.

“Debt” means as to any Person at any time (without duplication): (a) all indebtedness, liabilities and obligations of such Person for borrowed money, (b) all indebtedness, liabilities and obligations of such Person evidenced by bonds, notes, debentures, or other similar instruments, (c) all indebtedness,

5

liabilities and obligations of such Person to pay the deferred purchase price of Property or services, except trade accounts payable of such Person arising in the ordinary course of business that are not past due by more than 120 days, and excluding Seller Earn Out which is contingent, (d) all Capital Lease Obligations of such Person, (e) all asset securitizations programs and any other off balance sheet financings, (f) all Debt of others Guaranteed by such Person, (g) all indebtedness, liabilities and obligations secured by a Lien existing on Property owned by such Person, whether or not the indebtedness, liabilities or obligations secured thereby have been assumed by such Person or are non-recourse to such Person, (h) all reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers’ acceptances, surety or other bonds and similar instruments, (i) all indebtedness, liabilities and obligations of such Person to redeem or retire shares of Capital Stock of such Person, and (j) all indebtedness, liabilities and obligations of such Person under Interest Rate Protection Agreements or Currency Hedge Agreements.

“Default” means an Event of Default or the occurrence of an event or condition which with notice or lapse of time or both would become an Event of Default.

“Default Rate” means, (a) in respect of any principal of any Loan or any Reimbursement Obligation at all times during which an Event of Default has occurred and is continuing, and (b) in respect of any principal of any Loan, any Reimbursement Obligation or any other amount payable by SOURCECORP under this Agreement or any other Loan Document which is not paid when due (whether at stated maturity, by acceleration or otherwise), a rate per annum during the period of such Event of Default or during the period commencing on the due date until such amount is paid in full, respectively, equal to the lesser of (i) the sum of two percent (2%) plus the Base Rate as in effect from time to time plus the Applicable Margin for Base Rate Loans for the applicable period or (ii) the Maximum Rate; provided, however, that with respect to a Eurodollar Loan (for so long as it is a Eurodollar Loan), the “Default Rate” shall be the lesser of (A) two percent (2%) plus the interest rate for such Eurodollar Loan for such Interest Period as provided in Section 2.4(a)(ii) hereof or (B) the Maximum Rate, and, thereafter, the rate provided for above in this definition; provided, also, that with respect to Letter of Credit Fees, the “Default Rate” shall be the lesser of (A) two percent (2%) plus the Applicable Margin for Letter of Credit Fees or (B) the Maximum Rate.

“Deposit Account” means a deposit account maintained by SOURCECORP with a bank selected by SOURCECORP and reasonably acceptable to the Administrative Agent.

“Documentation Agent” means JPMorgan Chase Bank, N.A., in its capacity as documentation agent.

“Dollars” and “$” mean lawful money of the U.S.

“Domestic Subsidiary” means any Subsidiary of SOURCECORP which is organized under the laws of the United States or one of the States thereof.

“EBITDA” means, for any period, without duplication, the sum of the following for SOURCECORP and its Subsidiaries (or other applicable Person) for such period determined on a consolidated basis in accordance with GAAP: (a) Consolidated Net Income, plus (b) Interest Expense, plus (c) income and franchise taxes to the extent deducted in determining Consolidated Net Income, plus (d) depreciation and amortization expense and other non-cash, non-tax items to the extent deducted in determining Consolidated Net Income, plus (e) the Subject Seller Earn Outs paid in cash during such period to the extent deducted in determining Consolidated Net Income, minus (f) non-cash income to the extent included in determining Consolidated Net Income, minus (g) any cash payments received as the result of any claim or cause of action arising out of the payment of the Subject Seller Earn Outs, whether

6

under any insurance policy, through litigation or negotiated settlement, or otherwise, to the extent included in determining Consolidated Net Income; provided, however, in determining the “Funded Debt to EBITDA Ratio” for any period, “EBITDA” shall be calculated by giving effect to Permitted Acquisitions and Asset Dispositions made during such period and permitted by Sections 9.8(d), 9.8(e) and 9.8(g) as if such transactions had occurred on the first day of such period, regardless of whether the effect is positive or negative; provided, further, the aggregate amount of EBITDA of all Persons or assets so acquired and included for which the most recent fiscal year end cash flow has not been audited by independent certified public accountants of recognized standing acceptable to the Administrative Agent shall be limited to 15% of the EBITDA of SOURCECORP and its consolidated Subsidiaries for such period.

“EBITDAR” means, for any period, without duplication, the sum of the following for SOURCECORP and its Subsidiaries (or other applicable Person) for such period determined on a consolidated basis in accordance with GAAP:  (a) EBITDA plus (b) Rental Expense.

“Effective Date” means the date upon which all conditions precedent to the obligations of the Lenders to make Loans and to issue Letters of Credit hereunder as specified in Article 6 hereof have been satisfied.

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; and (c) any other Person (other than a natural person) approved by (i) the Administrative Agent, the Issuing Bank and the Swingline Lender, and (ii) unless an Event of Default has occurred and is continuing, SOURCECORP (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include SOURCECORP or any of SOURCECORP’s Affiliates or Subsidiaries.

“Environmental Law” means any federal, state, local or foreign law, statute, code or ordinance, principle of common law, rule or regulation, as well as any Permit, order, decree, judgment or injunction issued, promulgated, approved or entered thereunder, relating to pollution or the protection, cleanup or restoration of the environment or natural resources, or to the public health or safety, or otherwise governing the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling, discharge or disposal of Hazardous Materials, including, without limitation as to U.S. laws, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., the Superfund Amendment and Reauthorization Act of 1986, 99-499, 100 Stat. 1613, the Resource Conservation and Recovery Act of 1976, 42 U. S. C. Section 6901 et seq., the Occupational Safety and Health Act, 29 U S.C. Section 651 et seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act, 33 U. S. C. Section 1251 et seq., the Emergency Planning and Community Right to Know Act, 42 U. S. C. Section 11001 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136 et seq., and the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., and any state or local counterparts.

“Environmental Liabilities” means, as to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including, without limitation, all reasonable fees, disbursements and expenses of counsel, expert and consulting fees and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand, by any Person, whether based in contract, tort, implied or express warranty, strict liability or criminal, penal or civil statute, including, without limitation, any Environmental Law, Permit, order or agreement with any Governmental Authority or other Person, arising from environmental, health or safety conditions or the Release or threatened Release of a Hazardous Material into the environment.

7

“Equity Issuance” means any issuance by SOURCECORP or any Subsidiary of SOURCECORP of any Capital Stock of SOURCECORP or such Subsidiary, respectively.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and published interpretations thereunder.

“ERISA Affiliate” means any corporation or trade or business which is a member of a group of entities, organizations or employers of which a Loan Party is also a member and which is treated as a single employer within the meaning of Sections 414(b), (c), (m) or (o) of the Code.

“Eurocurrency Liabilities” means as specified in Section 4.7.

“Eurodollar Daily Floating Rate” means, for any day, the fluctuating rate of interest equal to the Eurodollar Rate (for a one month Interest Period) on the second preceding Business Day, as adjusted on a daily basis for as long as the Swingline Advance to which such rate relates is outstanding and as adjusted from time to time by the Administrative Agent in good faith for then-applicable reserve requirements, deposits insurance assessment rates and other regulatory costs.

“Eurodollar Loans” means Loans that bear interest at rates based upon the Eurodollar Rate.

“Eurodollar Rate” means, for any Interest Period with respect to a Eurodollar Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“Event of Default” means as specified in Section 11.1.

“Existing Credit Agreement” means as specified in the Recitals hereof.

“Existing Letters of Credit” means the outstanding letters of credit identified on Schedule 2.14.

“Extension Agreement” means an agreement in substantially the form of Exhibit I pursuant to which SOURCECORP, the Administrative Agent, and one or more Lenders agree to extend the Maturity Date in accordance with the terms of Section 2.1(d).

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward,

8

if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the letter dated as of August 18, 2005 among SOURCECORP, the Administrative Agent and the Lead Arranger.

“Fixed Charges” means, for any period, the sum of (a) cash Interest Expense of SOURCECORP and its Subsidiaries during such period, plus (b) all scheduled payments (as such scheduled payments are reduced by application of any prepayments) of principal with respect to the Loans and other outstanding Debt during such period, plus (c) Rental Expense of SOURCECORP and its Subsidiaries during such period.

“Foreign Debt and Investment” means as specified in Section 9.1(f).

“Foreign Subsidiary” means any Subsidiary of SOURCECORP that is organized under the laws of a country or province other than the United States or a State thereof.

“Funded Debt” means, at any particular time, the sum, without duplication, of (a) the aggregate principal amount of all Debt for borrowed money of SOURCECORP and its Subsidiaries outstanding, determined on a consolidated basis, plus (b) the aggregate principal amount of all Debt of SOURCECORP and its Subsidiaries outstanding, determined on a consolidated basis, secured by any Lien on any Property of SOURCECORP or any of its Subsidiaries (including, without limitation, all recourse and non-recourse Capital Lease Obligations), plus (c) the aggregate principal amount of all Debt Guaranteed by SOURCECORP and its Subsidiaries outstanding, determined on a consolidated basis.

“Funded Debt to EBITDA Ratio” means as specified in Section 10.2.

“GAAP” means generally accepted accounting principles, applied on a consistent basis, as set forth in Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board and/or their respective successors and which are applicable in the circumstances as of the date in question.  Accounting principles are applied on a “consistent basis” when the accounting principles applied in a current period are comparable in all material respects to those accounting principles applied in a preceding period.

“Governmental Authority” means any nation or government, any state, provincial or political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Governmental Requirement” means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, Permit, certificate, license, authorization or other directive or requirement of any federal, state, county, municipal, parish, provincial or other Governmental Authority or any department, commission, board, court, agency or any other instrumentality of any of them.

“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation as to the payment thereof or to protect the obligee against loss in respect thereof (in

9

whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.  The term “Guarantee” used as a verb has a corresponding meaning.  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum anticipated liability in respect thereof (assuming such Person is required to perform thereunder).

“Guarantor” means any Domestic Subsidiary of SOURCECORP or any other Loan Party that has executed the Master Guaranty or a Joinder Agreement thereto.

“Hazardous Material” means any substance, product, liquid, waste, pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid matter, organic or inorganic matter, fuel, micro-organisms, ray, odor, radiation, energy, vector, plasma, constituent or material which (a) is or becomes listed, regulated or addressed under any Environmental Law or (b) is, or is deemed to be, alone or in any combination, hazardous, hazardous waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any Environmental Law, including, without limitation, asbestos, petroleum, underground storage tanks (whether empty or containing any substance) and polychlorinated biphenyls.

“Honor Date” means as specified in Section 2.14(c)(i).

“Inactive Subsidiary” means any Domestic Subsidiary of SOURCECORP that, if it was a Loan Party, would not be a Material Loan Party and that, as of any date of determination, conducts no material business operations and does not intend, within the next six-month period, to conduct any material business operations.

“Increase Effective Date” means as specified in Section 2.16.

“Indemnitee” means as specified in Section 13.1.

“Information” means as specified in Section 13.20.

“Intellectual Property” means any U.S. or foreign patents, patent applications, trademarks, trade names, service marks, brand names, logos and other trade designations (including unregistered names and marks), trademark and service ▇▇▇▇ registrations and applications, copyrights and copyright registrations and applications, inventions, invention disclosures, protected formulae, formulations, processes, methods, trade secrets, computer software, computer programs and source codes, manufacturing research and similar technical information, engineering know-how, customer and supplier information, assembly and test data drawings or royalty rights.

“Intercompany Debt” means as specified in Section 9.1(f).

“Interest Expense” means, for any period and for any Person, the sum of (a) interest expense of such Person calculated without duplication on a consolidated basis for such period in accordance with GAAP, plus (b) expenses paid under Interest Rate Protection Agreements and Currency Hedge Agreements during such period, minus (c) payments received under Interest Rate Protection Agreements and Currency Hedge Agreements during such period.

“Interest Period” means, with respect to any Eurodollar Loan (other than a Swingline Advance), each period commencing on the date such Loan is made or Converted from a Base Rate Loan or (if Continued) the last day of the next preceding Interest Period with respect to such Loan, and ending on the

10

numerically corresponding day in the first, second, third or sixth calendar month thereafter, as SOURCECORP may select as provided in Section 2.9 hereof, except that each such Interest Period which commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month.  Notwithstanding the foregoing: (a) each Interest Period which would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day (or, if such succeeding Business Day falls in the next succeeding calendar month, on the next preceding Business Day); (b) any Interest Period which would otherwise extend beyond the Maturity Date shall end on the Maturity Date; (c) no more than seven (7) Interest Periods for Eurodollar Loans (other than Swingline Advances) shall be in effect at the same time; (d) no Interest Period shall have a duration of less than one month and, if the Interest Period for any Eurodollar Loans would otherwise be a shorter period, such Loans shall not be available hereunder; (e) no Interest Period shall have a duration of more than six months; and (f) no Interest Period for a Loan may commence before and end after any principal repayment date unless, after giving effect thereto, the aggregate principal amount of the Eurodollar Loans having Interest Periods that end after such principal payment date shall be equal to or less than the amount of the Loans scheduled to be outstanding hereunder after such principal payment date.  The permitted length of Interest Periods will not limit the terms of any Interest Rate Protection Agreement.

“Interest Rate Protection Agreements” means, with respect to SOURCECORP or any Subsidiary of SOURCECORP, an interest rate swap, cap or collar agreement or similar arrangement between SOURCECORP or any Subsidiary of SOURCECORP and one or more of the Lenders that are parties to this Agreement, Affiliates of such Lenders or other entities that would qualify as “Eligible Assignees” under this Agreement, providing for the transfer or mitigation of interest rate risks either generally or under specified contingencies.

“Inventory” means all inventory now owned or hereafter acquired by SOURCECORP or any of its Subsidiaries wherever located and whether or not in transit, which is or may at any time be held for sale or lease, or furnished under any contract for service or held as raw materials, work in process, or supplies or materials used or consumed in the business of SOURCECORP or any of its Subsidiaries.

“Investments” means as specified in Section 9.5.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Issuing Bank” means Bank of America.

“Joinder Agreement” means an agreement executed by a Domestic Subsidiary of SOURCECORP adding it as a party to the Master Guaranty, in substantially the form of Exhibit H, as the same may be amended or otherwise modified with the consent of SOURCECORP.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“Lead Arranger” means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.

“Lender” and “Lenders” means as specified in the initial paragraph of this Agreement, and, as the context requires, includes the Swingline Lender.

11

“Letter of Credit” means any standby letter of credit (including the Existing Letters of Credit) issued or deemed issued by the Issuing Bank for the account of SOURCECORP (or any of its Subsidiaries) pursuant to this Agreement (which letter of credit shall be irrevocable unless otherwise agreed by the Issuing Bank and SOURCECORP).

“Letter of Credit Application” means, with respect to each Letter of Credit to be issued by the Issuing Bank therefor, the letter of credit application and reimbursement agreement, which such Issuing Bank requires to be executed by the account party or parties in connection with the issuance of such Letter of Credit.

“Letter of Credit Expiration Date” means the day that is ten days prior to the Maturity Date then in effect.

“Letter of Credit Fee” means as specified in Section 2.14(i).

“Letter of Credit Liabilities” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.5.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lien” means any lien, mortgage, security interest, tax lien, financing statement, pledge, charge, hypothecation or other encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale or title retention agreement), whether arising by contract, operation of law or otherwise.

“Lien Releases” means as specified in Section 13.26.

“Loan” means an extension of credit by a Lender in the form of a Revolving Loan pursuant to Section 2.1(a) or in the form of a Swingline Advance pursuant to Section 2.15.

“Loan Documents” means this Agreement, the Notes, the Master Guaranty, the Fee Letter, the Letters of Credit, the Letter of Credit Applications, any Interest Rate Protection Agreement or Currency Hedge Agreement between SOURCECORP or any Subsidiary of SOURCECORP and any Lender or any Affiliate of any Lender, any Subordination Agreements, and all other agreements, documents and instruments now or hereafter executed and/or delivered pursuant to or in connection with any of the foregoing, and any and all amendments, modifications, supplements, renewals, extensions or restatements thereof.

“Loan Party” means SOURCECORP, each Guarantor and any other Person who is or becomes a party to any agreement, document or instrument that Guarantees payment or performance of the Obligations or any part thereof.

“Maintenance Capital Expenditures” means, for any period and for any Person and its Subsidiaries, the amount of depreciation expense on the tangible assets of such Persons (not including any amortization of goodwill or other non-tangible assets) determined on a consolidated basis in accordance with GAAP.

“Master Guaranty” means the amended and restated master guaranty of the Guarantors in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in substantially

12

the form of Exhibit G, as the same may be modified pursuant to one or more Joinder Agreements and as the same may be otherwise modified from time to time.

“Material Adverse Effect” means any material adverse effect, or the occurrence of any event or the existence of any condition that could reasonably be expected to have a material adverse effect, on (a) the business or financial condition or performance of SOURCECORP and its Subsidiaries, taken as a whole, (b) the ability of SOURCECORP to pay and perform the Obligations when due, or (c) the validity or enforceability of (i) the Loan Documents, taken as a whole, or (ii) the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents, taken as a whole.

“Material Contracts” means, as to any Person, any supply, purchase, service, employment, tax, indemnity, shareholder or other agreement or contract for which the aggregate amount or value of services performed or to be performed for or by, or funds or other Property transferred or to be transferred to or by, such Person or any of its Subsidiaries party to such agreement or contract, or by which such Person or any of its Subsidiaries or any of their respective Properties are otherwise bound, during any fiscal year of the Person exceeds $5,000,000 as of the Closing Date with respect to expenditures required by such Person, or $10,000,000 as of the Closing Date with respect to revenues which the other party to the contract is required to pay to such Person, and any and all amendments, modifications, supplements, renewals or restatements thereof.

“Material Loan Party” means, as of any date of determination, SOURCECORP and any Guarantor that, either alone or together with its Subsidiaries on a consolidated basis, (a) has total tangible assets of at least $15,000,000, (b) has a net worth of at least $15,000,000, or (c) had revenues of at least $15,000,000 for the four fiscal quarter period most recently ended.

“Maturity Date” means September  29, 2008, as such date may be extended from time to time pursuant to Section 2.1(d), or if such date is not a Business Day, the next succeeding Business Day.

“Maximum Foreign Amount” means as specified in Section 9.1(f).

“Maximum Rate” means, with respect to any Lender, the maximum non-usurious interest rate (or, if the context so permits or requires, an amount of interest calculated at such rate), if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received with respect to the particular Obligations as to which such rate is to be determined, payable to such Lender pursuant to this Agreement or any other Loan Document, under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.  The Maximum Rate shall be calculated in a manner that takes into account any and all fees, payments and other charges in respect of the Loan Documents that constitute interest under applicable law.  Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect without notice to SOURCECORP at the time of such change in the Maximum Rate.  For purposes of determining the Maximum Rate under Texas law to the extent applicable, if at all, the applicable rate ceiling shall be the indicated rate ceiling described in, and computed in accordance with, the Texas Finance Code.

“Multiemployer Plan” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been made by or are required from any Loan Party or any ERISA Affiliate since 1974 and which is covered by Title IV of ERISA.

“Net Proceeds” means, with respect to any Equity Issuance, (a) the gross amount of cash or other consideration received from such Equity Issuance, minus (b) the reasonable out-of-pocket costs and

13

expenses incurred by the issuer in connection with such Equity Issuance (including reasonable underwriting fees paid to a Person other than an Affiliate of SOURCECORP), excluding any fees or expenses paid to an Affiliate of SOURCECORP.

“Non-Continuing Lender” means as specified in Section 13.25.

“Non-Extension Notice Date” means as specified in Section 2.14.

“Nonconsenting Lender” means as specified in Section 13.11.

“Notes” means the promissory notes made by SOURCECORP evidencing the Revolving Loans in the form of Exhibit B or, as to the Swingline Advances, in the form of Exhibit D hereto.

“Obligations” means any and all (a) indebtedness, liabilities and obligations of the Loan Parties, or any of them, to the Administrative Agent, the Lead Arranger, the Issuing Bank and the Lenders, or any of them, evidenced by and/or arising pursuant to any of the Loan Documents, now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several or joint and several, including, without limitation, (i) the obligations of the Loan Parties to repay the Loans and the Reimbursement Obligations, to pay interest on the Loans and the Reimbursement Obligations (including, without limitation, interest, if any, accruing after any bankruptcy, insolvency, reorganization or other similar filing) and to pay all fees, indemnities, costs and expenses (including attorneys’ fees) provided for in the Loan Documents and (ii) the indebtedness constituting the Loans, the Reimbursement Obligations and such fees, indemnities, costs and expenses, and (b) indebtedness, liabilities and obligations of SOURCECORP or any of its Subsidiaries under any and all Interest Rate Protection Agreements and Currency Hedge Agreements that it may enter into with any Lender or any Affiliate of a Lender to the extent permitted by Section 9.1(g).

“Other Subordinated Debt” means any Debt of SOURCECORP or any of its Subsidiaries which is subordinated to the Obligations pursuant to a Subordination Agreement; provided, however, that Other Subordinated Debt shall not include Seller Subordinated Debt. 

“Outstanding Credit” means, at any particular time, the sum of (a) the aggregate outstanding principal amount of the Loans, plus (b) the Letter of Credit Liabilities.

“Participant” means as specified in Section 13.8(d).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to all or any of its functions under ERISA.

“Pension Plan” means an employee pension benefit plan as defined in Section 3(2) of ERISA (including a Multiemployer Plan) which is subject to the funding requirements under Section 302 of ERISA or Section 412 of the Code, in whole or in part, and which is maintained or contributed to currently or at any time within the six years immediately preceding the Closing Date or, in the case of a Multiemployer Plan, at any time since September 2, 1974, by SOURCECORP or any Subsidiary of SOURCECORP or any ERISA Affiliate for employees of SOURCECORP or any Subsidiary of SOURCECORP or any ERISA Affiliate.

“Permit” means any permit, certificate, approval, order, license or other authorization.

“Permitted Acquisition” means (i) any “Permitted Acquisition,” as defined in the Existing Credit Agreement, consummated prior to the Closing Date, and (ii) any Acquisition consummated after the

14

Closing Date which satisfies each of the following requirements:  (a) the acquiror (or surviving corporation if the acquisition is by means of a merger) is SOURCECORP or any Subsidiary of SOURCECORP, (b) the assets to be acquired in connection with such Acquisition are assets that are to be used in the existing businesses of the acquiror as such business is presently conducted, (c) such Acquisition has been approved by the Board of Directors of the acquired entity, (d) any cash consideration payable and any Debt assumed or guaranteed at the closing of such Acquisition shall not exceed $60,000,000 in the aggregate without Required Lenders’ approval (such approval not to be unreasonably withheld) (e) any cash consideration payable and any Debt assumed or guaranteed at the closing of all such Acquisitions during any twelve-month period shall not exceed $100,000,000 in the aggregate without Required Lenders’ approval (such approval not to be unreasonably withheld) (f) any Seller Earn Out payable during any twelve-month period for all such Acquisitions shall not exceed $25,000,000 in the aggregate without Required Lenders’ approval (such approval not to be unreasonably withheld) (g) any Seller Earn Out at any time remaining to be paid for all such Acquisitions shall not exceed $50,000,000 in the aggregate without Required Lenders’ approval (such approval not to be unreasonably withheld) (h) prior to such Acquisition, no Event of Default shall exist and after giving effect to such Acquisition, no Default or Event of Default shall exist, and (i) after giving effect to such Acquisition on a pro forma basis, SOURCECORP will not violate any financial covenant contained herein and SOURCECORP delivers to the Administrative Agent written evidence that no such violation will exist after giving effect to such Acquisition.

“Permitted Acquisition Documents” means any acquisition agreement and each other material agreement, document or instrument executed or delivered in connection with or pursuant to any Permitted Acquisition.

“Permitted Capital Expenditures” means as specified in Section 10.4.

“Permitted Dispositions” means the disposition by SOURCECORP or any Subsidiary of SOURCECORP of all or substantially all of the Property or Capital Stock of certain Subsidiaries of SOURCECORP on or before December 31, 2006; provided that (a) the EBITDA of all such Subsidiaries shall not exceed $5,000,000 in the aggregate, (b) the tangible net assets of all such Subsidiaries shall not exceed $10,000,000 in the aggregate, and (c) no Default or Event of Default exists at the time of such disposition or proposed disposition.

“Permitted Liens” means:

(a)           Liens disclosed on Schedule 1.1 hereto as to SOURCECORP and its Subsidiaries (as applicable, as described on such schedule);

(b)           Any Liens securing the Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders (it being acknowledged and agreed that there are no such Liens on the Closing Date and the Effective Date);

(c)           Encumbrances consisting of easements, zoning restrictions or other restrictions on the use of real Property that could not reasonably be expected to have a Material Adverse Effect;

(d)           Liens for taxes, assessments or other governmental charges that are not delinquent or which are being contested in good faith and for which adequate reserves have been established;

15

(e)           Liens of mechanics, materialmen, warehousemen, carriers, landlords or other similar statutory Liens securing obligations that are not yet due and are incurred in the ordinary course of business or which are being contested in good faith and for which adequate reserves have been established;

(f)            Liens resulting from good faith deposits to secure payment of workmen’s compensation or other social security programs or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, contracts (other than for payment of Debt) or leases, all in the ordinary course of business;

(g)           judgment Liens that do not constitute an Event of Default under Section 11.1(f);

(h)           Purchase-money Liens on any Property acquired after the Closing Date or the assumption after the Closing Date of any Lien on Property existing at the time of such acquisition (and not created in contemplation of such acquisition), or a Lien incurred or assumed after the Closing Date in connection with any conditional sale or other title retention agreement or Capital Lease Obligation; provided that:

(i)            any Property subject to the foregoing is acquired by SOURCECORP or any of its Subsidiaries in the ordinary course of its business and the Lien on the Property attaches concurrently or within 90 days after the acquisition thereof;

(ii)           the Debt secured by any Lien so created, assumed or existing shall not exceed the lesser of the cost or fair market value at the time of acquisition of the Property covered thereby; and

(iii)          each such Lien shall attach only to the Property so acquired and the proceeds thereof; and

(i)            Any extension, renewal or replacement of any of the foregoing, provided that Liens permitted hereunder shall not be extended or spread to cover any additional indebtedness or Property;

provided, however, that none of the Permitted Liens may attach or relate to the Capital Stock of or any other ownership interest in SOURCECORP or any of its Subsidiaries.

“Permitted Share Repurchases” means repurchases by SOURCECORP of SOURCECORP Common Stock made after the Closing Date, so long as no Event of Default exists before or after giving effect thereto.

“Person” means any individual, corporation, trust, association, company, partnership, joint venture, limited liability company, Governmental Authority or other entity.

“Plan” means any employee benefit plan as defined in Section 3(3) of ERISA, or any comparable plan of a Governmental Authority, established or maintained or contributed to by any Loan Party or any ERISA Affiliate, including any Pension Plan.

“Platform” means as specified at the end of Section 8.1.

“Principal Office” means the principal office of the Administrative Agent in Dallas, Texas, presently located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.

16

“Prior Permitted Capital Expenditures” means as specified in Section 10.4.

“Private Placement Debt” means as specified in Section 9.1(e).

“Prohibited Transaction” means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

“Projections” means SOURCECORP’s forecasted income statements most recently delivered to the Lenders prior to the Closing Date.

“Property” means property of all kinds, real, personal or mixed, tangible or intangible (including, without limitation, all rights relating thereto), whether owned or acquired on or after the Closing Date.

“Public Lender” means as specified at the end of Section 8.1.

“Quarterly Date” means the last day of each March, June, September and December of each year, the first of which shall be the first such day after the Closing Date.

“Register” means as specified in Section 13.8(c).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as the same may be amended or supplemented from time to time.

“Regulatory Change” means, with respect to any Lender, any change after the Closing Date in any U.S. federal or state laws or foreign laws or regulations (including Regulation D) or the adoption or making after such date of any interpretations, directives or requests applying to a class of lenders including such Lender of or under any U.S. federal or state laws or foreign laws or regulations (whether or not having the force of law) by any Governmental Authority charged with the interpretation or administration thereof.

“Reimbursable Taxes” means as specified in Section 3.5.

“Reimbursement Obligation” means the obligation of SOURCECORP to reimburse the Issuing Bank for any drawing under a Letter of Credit.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Release” means, as to any Person, any release, spill, emission, leaking, pumping, injection, deposit, discharge, disposal, disbursement, leaching or migration of Hazardous Materials into the indoor or outdoor environment or into or out of Property owned by such Person, including, without limitation, the movement of Hazardous Materials through or in the air, soil, surface water or ground water.

“Remedial Action” means a actions required to (a) cleanup, remove, respond to, treat or otherwise address Hazardous Materials in the indoor or outdoor environment, (b) prevent the Release or threat of Release or minimize the further Release of Hazardous Materials so that they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) perform studies and investigations on the extent and nature of any actual or suspected contamination, the remedy or remedies to be used or health effects or risks of such contamination, or (d) perform post-remedial monitoring, care or remedy of a contaminated site.

17

“Rental Expense” means, for any period and for any Person, the rental or lease expense of such Person under operating leases calculated without duplication on a consolidated basis for such period as determined in accordance with GAAP.

“Reportable Event” means any of the events set forth in Section 4043 of ERISA.

“Required Lenders” means, (a) at any date of determination that there are four or more Lenders, the Lenders having in the aggregate more than sixty-six and two-thirds percent (66 2/3%) (in Dollar amount) of the aggregate amount of the Commitments of the Lenders (or, if the Commitments of the Lenders to make Loans and the obligation of the Issuing Bank to issue Letters of Credit have terminated or expired, then the Lenders holding in the aggregate more than 66 2/3% of the Outstanding Credit), and (b) at any date of determination that there are less than four Lenders, all of the Lenders.

“Responsible Officer” means, as to any Loan Party, the chief financial officer, chief operating officer or chief executive officer of such Person.

“Restricted Payment” means (a) any dividend or other distribution (whether in cash, Property or obligations), direct or indirect, on account of (or the setting apart of money for a sinking or other analogous fund for) any shares of any class of Capital Stock of SOURCECORP or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in equity securities of SOURCECORP or any of its Subsidiaries; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of SOURCECORP or any of its Subsidiaries now or hereafter outstanding; (c) any loan, advance or payment (pursuant to a tax sharing agreement or otherwise) to SOURCECORP; and (d) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of SOURCECORP or any of its Subsidiaries now or hereafter outstanding.

“Revolving Loan” means as specified in Section 2.1(a).

“Sale and Leaseback Transaction” means as specified in Section 9.9.

“Seller Earn Out” means any obligation incurred by SOURCECORP or a Subsidiary in connection with a Permitted Acquisition which (i) is only payable by SOURCECORP for performance by a seller, or a shareholder, officer or director of a seller, of obligations over the passage of time (e.g., non-compete payments) or in the event certain future performance goals are achieved with respect to the assets or business acquired and (ii) provides that the maximum potential liability of SOURCECORP or any Subsidiary with respect thereto is limited. 

“Seller Subordinated Debt” means any Debt of SOURCECORP (and not of any Subsidiary of SOURCECORP) which (a) is owed to a seller as part of the purchase consideration for a Permitted Acquisition, (b) is subordinated to the Obligations pursuant to a Subordination Agreement, (c) does not, when aggregated with the principal balance of all other Seller Subordinated Debt, exceed $10,000,000 in principal amount, (d) does not have an interest rate in excess of twelve percent (12%) per annum, and (e) is unsecured.  Seller Subordinated Debt may be convertible into Capital Stock of SOURCECORP 

“Solvent” means, with respect to any Person as of the date of any determination, that on such date (a) the fair value of the Property of such Person (both at fair valuation and at present fair saleable value) is greater than the total liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured,

18

(c) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s Property would constitute unreasonably small capital after giving due consideration to current and anticipated future capital requirements and current and anticipated future business conduct and the prevailing practice in the industry in which such Person is engaged.  In computing the amount of contingent liabilities at any time, such liabilities shall be computed at the amount which, in light of the facts and circumstances existing at such time, represents the amount (net of contribution rights) that can reasonably be expected to become an actual or matured liability.

“SOURCECORP” means as specified in the initial paragraph of this Agreement.

“SOURCECORP Common Stock” means the common stock of SOURCECORP, par value $.01 per share.

“SOURCECORP Equity Documents” means SOURCECORP’s Certificate of Incorporation and the SOURCECORP Common Stock.

“Subject Seller Earn Outs” means the Seller Earn Outs in an aggregate amount not exceeding $26,000,000 paid on or before September 30, 2004 in connection with the Permitted Acquisition of an operating Subsidiary in the Information Management Division of SOURCECORP’s Information Management and Distribution reportable segment.

“Subordinated Debt” means any Seller Subordinated Debt or any Other Subordinated Debt.

“Subordination Agreement” means a Subordination Agreement substantially similar to the form attached hereto as Exhibit C, relating to Subordinated Debt.

“Subsidiary” means, with respect to any Person, any corporation or other entity of which at least a majority of the outstanding shares of stock or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors (or Persons performing similar functions) of such corporation or entity (irrespective of whether or not at the time, in the case of a corporation, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries.

“Swingline Advances” means as specified in Section 2.15(a).

“Swingline Lender” means Bank of America in its capacity as provider of Swingline Advances, or any successor swing line lender hereunder.

“Swing Line” means the revolving credit facility made available by Swingline Lender pursuant to Section 2.15.

“Syndication Agent” means SunTrust Bank, in its capacity as syndication agent.

“Trade Date” means as specified in Section 13.8.

“Type” means any type of Loan (i.e., a Base Rate Loan or Eurodollar Loan).

19

“UCC” means the Uniform Commercial Code as in effect in the State of Texas and/or any other jurisdiction, the laws of which may be applicable to or in connection with the creation, perfection or priority of any Lien on any Property.

“Unreimbursed Amount” means as specified in Section 2.14(c)(i).

“U.S.” means the United States of America.

“U.S.A. Patriot Act” means as specified in Section 13.24.

“Wholly-Owned Subsidiary” means, with respect to any Person, a Subsidiary of such Person all of whose outstanding Capital Stock (other than directors’ qualifying shares, if any) shall at the time be owned by such Person and/or one or more of its Wholly-Owned Subsidiaries.

Section 1.2            Other Definitional Provisions.  All definitions contained in this Agreement are equally applicable to the singular and plural forms of the terms defined.  The words “hereof”, “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.  Unless otherwise specified, all Article and Section references pertain to this Agreement.  Unless otherwise specified, all Schedule references pertain to the Schedules attached to this Agreement, as such Schedules may be amended or modified from time to time in accordance with this Agreement.  Terms used herein that are defined in the UCC, unless otherwise defined herein, shall have the meanings specified in the UCC.

Section 1.3            Accounting Terms and Determinations.

(a)           All accounting terms not specifically defined herein shall be construed in accordance with GAAP consistent with such accounting principles applied in the preparation of the audited financial statements referred to in Section 7.2(a). All financial information delivered to the Administrative Agent pursuant to Section 8.1 shall be prepared in accordance with GAAP applied on a basis consistent with such accounting principles applied in the preparation of the audited financial statements referred to in Section 7.2(a) or in accordance with Section 8.7.  In the event that any “Accounting Changes” (as defined below) occur and such changes result in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then SOURCECORP and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating SOURCECORP’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shall have been executed and delivered by SOURCECORP, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement for purposes of this Agreement only shall continue to be calculated or construed as if such Accounting Changes had not occurred.  “Accounting Changes” means:  (i) changes in accounting principles required by the promulgation of any rule, regulations, pronouncement or opinion by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants or the Securities and Exchange Commission (or successors thereto or agencies with similar functions) after the Closing Date; and (ii) changes in accounting principles approved by SOURCECORP’s certified public accountants and implemented after the Closing Date.

(b)           SOURCECORP shall deliver to the Administrative Agent and the Lenders, at the same time as the delivery of any annual or quarterly financial statement under Section 8.1, (i) a description, in reasonable detail, of any material variation between the application of GAAP employed in

20

the preparation of such annual or quarterly financial statement and the preparation of the next preceding annual or quarterly financial statement and (ii) reasonable estimates of the difference between such statements arising as a consequence thereof.

(c)           To enable the ready and consistent determination of compliance with the covenants set forth in this Agreement (including Article 10 hereof), neither SOURCECORP nor any of its Subsidiaries will change the last day of its fiscal year from December 31, or the last days of the first three fiscal quarters of SOURCECORP and its Subsidiaries in each of its fiscal years from that existing on the Closing Date.  Any Subsidiary of SOURCECORP created or acquired after the Closing Date shall, as soon as reasonably practicable, be put on a fiscal year ending December 31.

Section 1.4            Financial Covenants.  The financial covenants contained in Article 10 shall be calculated on a consolidated basis for SOURCECORP and its Subsidiaries.

Section 1.5            Letter of Credit Amounts.  Unless otherwise specified herein the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Loan Document related thereto, provides for one or more automatic increases in the stated amount thereof, for purposes of determining the Outstanding Credit applicable to Letter of Credit Liabilities (but not for purposes of calculating the fees payable pursuant to Sections 2.14(i) and (j)), the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE 2

LOANS

Section 2.1            Commitments.

(a)           Revolving Loans. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make one or more revolving loans (each such loan, a “Revolving Loan”) to SOURCECORP from time to time, from and including the Effective Date to but excluding the Maturity Date, up to but not exceeding the amount of such Lender’s Commitment as then in effect; provided, however, that after giving effect to any Revolving Loan, (i) the Outstanding Credit applicable to the Revolving Loans of any Lender, plus such Lender’s Commitment Percentage of the Outstanding Credit applicable to Letter of Credit Liabilities, plus such Lender’s Commitment Percentage of the Outstanding Credit applicable to Swingline Advances does not exceed such Lender’s Commitment and (ii) the Outstanding Credit shall not at any time exceed the aggregate amount of the Commitments of all Lenders then in effect.  Subject to the foregoing limitations and the other terms and conditions of this Agreement, SOURCECORP may, prior to the Maturity Date, borrow, repay and reborrow the Revolving Loans hereunder.

(b)           Continuation and Conversion of Loans.  Subject to the terms and conditions of this Agreement, SOURCECORP may borrow Revolving Loans as Base Rate Loans or as Eurodollar Loans and, until the Maturity Date, may Continue Eurodollar Loans or Convert Revolving Loans of one Type into Loans of the other Type.

(c)           Lending Offices.  Loans of each Type made by each Lender shall be made and maintained at such Lender’s Applicable Lending Office for Loans of such Type.

(d)           Extensions.  The Maturity Date may be extended on both the first and second anniversaries of the Closing Date as set forth in this Section 2.1(d), in each case for a period of 364 days

21

measured from the Maturity Date then in effect.  If SOURCECORP wishes to request an extension of the Maturity Date, it shall give notice to that effect to the Administrative Agent not less than 45 days nor more than 60 days prior to the first and/or second anniversary of the Closing Date.  The Administrative Agent shall promptly notify each Lender of receipt of such request.  Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to SOURCECORP and the Administrative Agent within 30 days of receipt of such request.  Subject to the execution by SOURCECORP, the Administrative Agent and each Lender of a duly completed Extension Agreement in substantially the form of Exhibit I, the Maturity Date applicable to the Commitment of each Lender so affirmatively notifying SOURCECORP and the Administrative Agent shall be extended for the period specified above; provided that no Maturity Date of any Lender shall be extended, unless the Lenders holding at least 51% of the aggregate amount of the Commitments shall have elected so to extend their Commitments; and provided, further, that if the Lenders holding at least 51% of the aggregate amount of the Commitments elect to so extend their Commitments, SOURCECORP shall have the right to replace any of the Lenders not so electing pursuant to Section 13.11.  Any Lender that does not give such notice to SOURCECORP and the Administrative Agent shall be deemed to have elected not to extend as requested.

Section 2.2            Notes.  The Revolving Loans made by each Lender shall be evidenced by a single promissory note of SOURCECORP in substantially the form of Exhibit B hereto, payable to the order of such Lender in a principal amount equal to its Commitment (as originally in effect or thereafter increased) and otherwise duly completed; provided, however, that the Swingline Advances made by Swingline Lender shall be evidenced by a single promissory note of SOURCECORP in the maximum original principal amount of $10,000,000 payable to the order of Swingline Lender in substantially the form of Exhibit D hereto, dated the Closing Date.  Each Lender is hereby authorized by SOURCECORP to endorse on the schedule (or a continuation thereof) attached to the Note of such Lender, to the extent applicable, the date, amount and Type of and the Interest Period for each Loan made by such Lender to SOURCECORP and the amount of each payment or prepayment of principal of such Loan received by such Lender, provided that any failure by such Lender to make any such endorsement shall not affect the obligations of SOURCECORP under such Note or this Agreement in respect of such Loan.

Section 2.3            Repayment of Loans.  SOURCECORP shall pay to the Administrative Agent for the account of each applicable Lender the outstanding principal of the Revolving Loans existing on the Maturity Date.  More specifically, if any Letters of Credit or Reimbursement Obligations are outstanding as of the Maturity Date, then, in addition to the repayment of all outstanding Loans on the Maturity Date, SOURCECORP shall deliver to the Administrative Agent cash or cash equivalents in an amount equal to the aggregate undrawn face amount of all Letters of Credit and the aggregate amount of all outstanding Reimbursement Obligations, such cash or cash equivalents to be pledged to the Administrative Agent as security for the Letter of Credit Liabilities pursuant to documentation satisfactory to the Administrative Agent in form and substance.

Section 2.4            Interest.

(a)           Interest Rate.  SOURCECORP shall pay to the Administrative Agent for the account of each Lender interest on the unpaid principal amount of each Loan made by such Lender to SOURCECORP for the period commencing on the date of such Loan to but excluding the date such Loan shall be paid in full, at the following rates per annum:

(i)            during the periods a Revolving Loan is a Base Rate Loan, the lesser of (A) the Base Rate plus the Applicable Margin or (B) the Maximum Rate;

22

(ii)           during the periods a Revolving Loan is a Eurodollar Loan, the lesser of (A) the Eurodollar Rate plus the Applicable Margin or (B) the Maximum Rate; and

(iii)          with respect to Swingline Advances, the lesser of (A) Eurodollar Daily Floating Rate plus the Applicable Margin (for Eurodollar Loans), or (B) the Maximum Rate.

(b)           Payment Dates.  Accrued interest on the Loans shall be due and payable in arrears as follows:

(i)            in the case of Base Rate Loans and Swingline Advances, on each Quarterly Date;

(ii)           in the case of each Eurodollar Loan (other than Swingline Advances), on the last day of the Interest Period with respect thereto and, in the case of a Eurodollar Loan having an Interest Period of six (6) months, on the day in the third succeeding calendar month numerically corresponding to the commencement date of such Interest Period (or, if no numerically corresponding date exists, on the last Business Day of such third succeeding calendar month);

(iii)          upon the payment or prepayment of any Loan or the Conversion of any Loan to a Loan of the other Type (but only on the principal amount so paid, prepaid or Converted); and

(iv)          on the Maturity Date.

(c)           Default Interest.  Notwithstanding the foregoing, SOURCECORP shall pay to the Administrative Agent for the account of each Lender interest at the applicable Default Rate on any principal of any Loan made by such Lender, any Reimbursement Obligation owing to such Lender and (to the fullest extent permitted by law) any other amount payable by SOURCECORP under this Agreement or any other Loan Document to such Lender, which is not paid in full when due (whether at stated maturity, by acceleration or otherwise) or which is outstanding during the continuance of an Event of Default, for the period from and including the due date thereof or the date of the occurrence of such Event of Default (as applicable) to but excluding the date the same is paid in full.  Interest payable at the Default Rate shall be payable from time to time on demand by the Administrative Agent. 

Section 2.5            Borrowing Procedure.  SOURCECORP shall give the Administrative Agent notice of each borrowing of a Revolving Loan hereunder in accordance with Section 2.9.  Not later than 2:00 p.m. (Dallas, Texas time) on the date specified for each borrowing of a Revolving Loan hereunder, each Lender will make available the amount of the Revolving Loan to be made by it on such date to the Administrative Agent, at the Principal Office, in immediately available funds, for the account of SOURCECORP.  The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to SOURCECORP by wire transfer of immediately available funds to the applicable Deposit Account no later than 3:00 p.m. (Dallas, Texas time).

Section 2.6            Optional Prepayments, Conversions and Continuations of Loans, Reduction of Commitments.  Subject to Sections 2.7 and 2.8, SOURCECORP shall have the right from time to time to prepay the Loans, to Convert all or part of a Loan (other than a Swingline Advance) of one Type into a Loan of another Type or to Continue Eurodollar Loans; provided that:  (a) SOURCECORP shall give the Administrative Agent notice of each such prepayment, Conversion or Continuation as provided in Section 2.9, (b) Eurodollar Loans may only be Converted on the last day of the Interest Period, unless SOURCECORP, concurrently with making any such prepayment, pays all amounts owing to the

23

Administrative Agent and the Lenders under Section 4.5, (c) except for Conversions of Eurodollar Loans into Base Rate Loans, no Conversions or Continuations shall be made while an Event of Default has occurred and is continuing, and (d) optional prepayments of the Loans shall be applied first to the Swingline Advances (until such advances are paid in full) and then to the Loans other than the Swingline Advances.

Section 2.7            Mandatory Prepayments.  If at any time the Outstanding Credit exceeds the Commitments, within three Business Day after the occurrence thereof SOURCECORP shall pay to the Administrative Agent the amount of such excess as a prepayment of the Loans (or, if the Loans have been paid in full, to reduce or to provide cash collateral to secure the outstanding Letter of Credit Liabilities relating to Letters of Credit issued pursuant to the Commitments).  All prepayments pursuant to this Section 2.7 shall be applied first to any Swingline Advances until such advances are paid in full and then to the other Loans.

Section 2.8            Minimum Amounts.  Except for Conversions and prepayments pursuant to Section 2.7 and Article 4, each borrowing, each Conversion and each prepayment of principal of the Revolving Loans shall be in an amount at least equal to $1,000,000 or an integral multiple of $500,000 in excess thereof (borrowings, prepayments or Conversions of or into Revolving Loans of different Types or, in the case of Eurodollar Loans, having different Interest Periods at the same time hereunder shall be deemed separate borrowings, prepayments and Conversions for purposes of the foregoing, one for each Type or Interest Period).

Section 2.9            Certain Notices.  Notices by SOURCECORP to the Administrative Agent of terminations or reductions of Commitments, of borrowings of Revolving Loans, of Conversions, Continuations and prepayments of Revolving Loans and of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 12:00 p.m. (Dallas, Texas time) on or prior to the applicable Business Day specified below:

Each such notice of termination or reduction shall specify the amount of the Commitments to be terminated or reduced.  Each such notice of borrowing, Conversion, Continuation or prepayment shall specify the Revolving Loans to be borrowed, Converted, Continued or prepaid and the amount (subject to Section 2.8 hereof) and Type of the Revolving Loans to be borrowed, Converted, Continued or prepaid (and, in the case of a Conversion, the Type of Loans to result from such Conversion) and the date of borrowing, Conversion, Continuation or prepayment (which shall be a Business Day).  Notices of borrowings, Conversions, Continuations or prepayments of Revolving Loans shall be in the form of Exhibit E hereto, appropriately completed as applicable.  Each such notice of the duration of an Interest Period shall specify the Revolving Loans to which such Interest Period is to relate.  The Administrative Agent shall promptly notify the Lenders of the contents of each such notice.  In the event SOURCECORP fails to select the Type of Revolving Loan, or the duration of any Interest Period for any Eurodollar Loan (other than a Swingline Advance), within the time period and otherwise as provided in this Section 2.9, such Revolving Loan (if outstanding as a Eurodollar Loan) will be automatically Continued as a Eurodollar Loan with an Interest Period of one month on the last day of preceding Interest Period for such Revolving Loan or (if outstanding as a Base Rate Loan) will remain as, or (if not then outstanding) will

24

be made as, a Base Rate Loan.  SOURCECORP may not borrow any Revolving Loans that are Eurodollar Loans, Convert any Revolving Loans into Eurodollar Loans or Continue any Revolving Loans as Eurodollar Loans if the interest rate for such Eurodollar Loans would exceed the Maximum Rate.

Section 2.10         Use of Proceeds. 

(a)           SOURCECORP represents and warrants to and covenants with the Administrative Agent and the Lenders that the proceeds of the Loans to be made on and after the Effective Date shall be used to repay indebtedness owing under the Existing Credit Agreement, for working capital and general corporate purposes of SOURCECORP and its Subsidiaries in the ordinary course of business, to finance partially or wholly future Permitted Acquisitions, including the transaction costs of SOURCECORP and its Subsidiaries associated with such Permitted Acquisitions, and to finance partially or wholly future Permitted Share Repurchases.

(b)           None of the proceeds of any Loan have been or will be used to acquire any security in any transaction that is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended, or to purchase or carry any margin stock (within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System).

Section 2.11         Fees. 

(a)           SOURCECORP agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (the “Commitment Fees”) on the daily average unused or unfunded amount of such Lender’s Commitment, for the period from and including the Closing Date to and including the Maturity Date, at the rate equal to the Applicable Margin per annum based on a 360 day year and the actual number of days elapsed, which accrued Commitment Fees shall be payable in arrears on each Quarterly Date beginning on September 30, 2005 and on the Maturity Date.  Notwithstanding anything to the contrary contained in this Agreement, any and all Swingline Advances outstanding from time to time shall be wholly excluded, and shall not count as used or funded amounts, for purposes of determining the unused or unfunded amount of each Lender’s Commitment in accordance with this Section 2.11(a). 

(b)           SOURCECORP agrees to pay to the Administrative Agent (for the account of the Administrative Agent and/or the Lenders, as may be specified in the Fee Letter) such additional fees as are specified in the Fee Letter, which fees shall be payable in such amounts and on such dates as are specified therein.  Such additional fees shall include, without limitation, an upfront fee payable by SOURCECORP to each Lender on the Effective Date in the amount agreed upon among the Administrative Agent and/or the Lead Arranger and such Lender.

Section 2.12         Computations.  Interest and fees payable by SOURCECORP hereunder and under the other Loan Documents shall be computed on the basis of a year of 360 days (except as stated in the proviso below) and the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which payable unless, in the case of interest, such calculation would result in a usurious rate, in which case interest shall be calculated on the basis of a year of 365 or 366 days, as the case may be; provided, however, that all computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.

Section 2.13         Termination or Reduction of Commitments.  SOURCECORP shall have the right to terminate or reduce in part the unused portion of the Commitments at any time and from time to time, provided that (i) SOURCECORP shall give notice of each such termination or reduction as provided

25

in Section 2.9, (ii) each partial reduction shall be in an aggregate amount of at least $1,000,000 or an integral multiple of $500,000 in excess thereof, and (iii) SOURCECORP shall not have the right to terminate or reduce in part any unused portion of the Commitments that could or may be required to be advanced by the Lenders to refinance Swingline Advances then outstanding.  The Commitments may not be reinstated or increased after they have been terminated or reduced.

Section 2.14         Letters of Credit.

(a)           The Letter of Credit Commitment.

(i)            Subject to the terms and conditions set forth herein, (A) the Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.14, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of SOURCECORP or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of SOURCECORP or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension, (x) the Outstanding Credit shall not exceed the aggregate amount of the Commitments of the Lenders, (y) the Outstanding Credit applicable to the Revolving Loans of any Lender, plus such Lender’s Commitment Percentage of the Outstanding Credit applicable to all Letter of Credit Liabilities, plus such Lender’s Commitment Percentage of the Outstanding Credit applicable to all Swingline Advances shall not exceed such Lender’s Commitment, and (z) the Outstanding Credit applicable to all Letter of Credit Liabilities shall not exceed $35,000,000.  Each request by SOURCECORP for an L/C Credit Extension shall be deemed to be a representation by SOURCECORP that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, SOURCECORP’s ability to obtain Letters of Credit shall be fully revolving, and accordingly SOURCECORP may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.  All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii)           The Issuing Bank shall not issue any Letter of Credit, if:

(A)          subject to Section 2.14(b)(iv), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

(B)           the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

(iii)          The Issuing Bank shall be under no obligation to issue any Letter of Credit if:

(A)          any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Governmental Requirement applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any

26

Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;

(B)           the issuance of such Letter of Credit would violate one or more standard policies of the Issuing Bank;

(C)           except as otherwise agreed by the Administrative Agent and the Issuing Bank, such Letter of Credit is in an initial stated amount less than $50,000;

(D)          such Letter of Credit is to be denominated in a currency other than Dollars;

(E)           a default of any Lender’s obligations to fund under Section 2.14(c) exists or any Lender has defaulted in its obligation under this Agreement at such time, unless the Issuing Bank has entered into reasonably satisfactory arrangements with SOURCECORP or such Lender to eliminate the Issuing Bank’s risk with respect to such Lender; or

(F)           such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv)          The Issuing Bank shall not amend any Letter of Credit if the Issuing Bank would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v)           The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi)          The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article 12 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the related Loan Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” or “Agent” as used in Article 12 included the Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Bank.

(b)           Procedures for Issuance and Amendment of Letters of Credit.

(i)            Each Letter of Credit shall be issued or amended, as the case may be, upon the request of SOURCECORP delivered to the Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of SOURCECORP.  Such Letter of Credit Application must be

27

received by the Issuing Bank and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Issuing Bank may reasonably require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Bank (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the Issuing Bank may reasonably require.  Additionally, SOURCECORP shall furnish to the Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Loan Documents, as the Issuing Bank or the Administrative Agent may reasonably require.

(ii)           Promptly after receipt of any Letter of Credit Application at the address set forth in Section 13.13 for receiving Letter of Credit Applications and related correspondence, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from SOURCECORP and, if not, the Issuing Bank will provide the Administrative Agent with a copy thereof.  Unless the Issuing Bank has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions in Article 6 shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of SOURCECORP (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Commitment Percentage times the amount of such Letter of Credit.

(iii)          Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to SOURCECORP and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(iv)          If SOURCECORP so requests in any applicable Letter of Credit Application, the Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the Issuing Bank, SOURCECORP shall not be required to make a specific request to the Issuing Bank for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be

28

deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the Issuing Bank shall not permit any such extension if (A) the Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.14(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or SOURCECORP that one or more of the applicable conditions specified in Section 6.2 is not then satisfied, and in each such case directing the Issuing Bank not to permit such extension.

(c)           Drawings and Reimbursements; Funding of Participations.

(i)            Upon receipt from the beneficiary of any Letter of Credit of any demand for payment or other drawing under such Letter of Credit, the Issuing Bank shall promptly notify SOURCECORP and the Administrative Agent thereof.  Not later than 11:00 a.m. on the date of any payment by the Issuing Bank under a Letter of Credit (each such date, an “Honor Date”), SOURCECORP shall reimburse the Issuing Bank through the Administrative Agent in an amount equal to the amount of such payment.  If SOURCECORP fails to so reimburse the Issuing Bank by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Commitment Percentage thereof.  In such event, SOURCECORP shall be deemed to have requested a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.8 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the aggregate amount of the Commitments of the Lenders and the conditions set forth in Section 6.2 (other than the delivery by SOURCECORP of a request for a Revolving Loan).  Such Base Rate Loan may be converted to a Eurodollar Loan pursuant and subject to Section 2.6.  Any notice given by the Issuing Bank or the Administrative Agent pursuant to this Section 2.14(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)           Each Lender shall upon any notice pursuant to Section 2.14(c)(i) make funds available to the Administrative Agent for the account of the Issuing Bank at the Principal Office in an amount equal to its Commitment Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.14(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to SOURCECORP in such amount.  The Administrative Agent shall remit the funds so received to the Issuing Bank.

(iii)          With respect to any Unreimbursed Amount that is not fully refinanced by Base Rate Loans because the conditions set forth in Section 6.2 cannot be satisfied or for any other reason, SOURCECORP shall be deemed to have incurred from the Issuing Bank an extension of credit in the amount of the Unreimbursed Amount that is not so refinanced, which extension of credit shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment to the Administrative Agent for the account of the Issuing Bank pursuant to Section 2.14(c)(ii) shall be deemed payment in respect of its participation in such extension of credit.

29

(iv)          Until each Lender funds its Revolving Loan or participation pursuant to this Section 2.14(c) to reimburse the Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of the Issuing Bank.

(v)           Each Lender’s obligation to make Revolving Loans or fund participations to reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.14(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Bank, SOURCECORP or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.14(c) is subject to the conditions set forth in Section 6.2 (other than delivery by SOURCECORP of a request for a Revolving Loan).  No Lender’s funding of a participation in any Letter of Credit shall relieve or otherwise impair the obligation of SOURCECORP to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit, together with interest as provided herein.

(vi)          If any Lender fails to make available to the Administrative Agent for the account of the Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.14(c) by the time specified in Section 2.14(c)(ii), the Issuing Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Bank in connection with the foregoing.  A certificate of the Issuing Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)           Repayment of Participations. 

(i)            At any time after the Issuing Bank has made a payment under any Letter of Credit and has received from any Lender such Lender’s funding of its participation in respect of such payment in accordance with Section 2.14(c), if the Administrative Agent receives for the account of the Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from SOURCECORP or otherwise, including proceeds of any cash collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participation was outstanding) in the same funds as those received by the Administrative Agent.

(ii)           If any payment received by the Administrative Agent for the account of the Issuing Bank pursuant to Section 2.14(c)(i) is required to be returned under any of the circumstances described in Section 3.7 (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuing Bank its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The

30

obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)           Obligations Absolute.  The Reimbursement Obligations of SOURCECORP under this Agreement and the other Loan Documents shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the other Loan Documents under all circumstances whatsoever, including, without limitation, the following circumstances:

(i)            any lack of validity or enforceability of any Letter of Credit, this Agreement or any Letter of Credit Application;

(ii)           the existence of any claim, counterclaim, setoff, defense or other right that SOURCECORP or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Administrative Agent, the Issuing Bank, the Lenders or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)          any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)          any payment by the Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under the Bankruptcy Code or any other Governmental Requirement; or

(v)           any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, SOURCECORP or any Subsidiary.

SOURCECORP shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with SOURCECORP’s instructions or other irregularity, SOURCECORP will immediately notify the Issuing Bank.  SOURCECORP shall be conclusively deemed to have waived any such claim against the Issuing Bank and its correspondents unless such notice is given as aforesaid.

(f)            Role of Issuing Bank.  Each Lender and SOURCECORP agree that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document (unless expressly required by the Letter of Credit).  None of the Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of Lenders or the Required

31

Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Loan Document.  SOURCECORP hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude SOURCECORP’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.14(e); provided, however, that anything in such clauses to the contrary notwithstanding, SOURCECORP may have a claim against the Issuing Bank, and the Issuing Bank may be liable to SOURCECORP, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by SOURCECORP which SOURCECORP proves were caused by the Issuing Bank’s willful misconduct or gross negligence or the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation (unless expressly required by the Letter of Credit), regardless of any notice or information to the contrary, and the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)           Intentionally Omitted. 

(h)           Applicability of ISP.  Unless otherwise expressly agreed by the Issuing Bank and SOURCECORP when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit.

(i)            Letter of Credit Fees.  SOURCECORP shall pay to the Administrative Agent for the account of each Lender in accordance with its Commitment Percentage a Letter of Credit Fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Margin times the daily amount available to be drawn under such Letter of Credit.  The Letter of Credit fee shall be payable on each Quarterly Date, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  If there is any change in the Applicable Margin during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.  While any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(j)            Fronting Fee and Documentary and Processing Charges Payable to Issuing Bank.  SOURCECORP shall pay directly to the Issuing Bank for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit and on a quarterly basis in arrears.  Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December, in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  In addition, SOURCECORP shall pay directly to the Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect.  Such individual customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

32

(k)           Conflict with Loan Documents.  In the event of any conflict between the terms hereof and the terms of any other Loan Documents, the terms hereof shall control, unless the terms of such other Loan Document expressly state that they control, in which case they shall control.

(l)            Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, SOURCECORP shall be obligated to reimburse the Issuing Bank hereunder for any and all drawings under such Letter of Credit.  SOURCECORP hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of SOURCECORP, and that SOURCECORP’s business derives substantial benefits from the businesses of such Subsidiaries.

Section 2.15         Swingline Advances.

(a)           The Swing Line.  Subject to the terms and conditions set forth herein, Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.15, to consider in its sole and absolute discretion making loans (each such loan, a “Swingline Advance”) to SOURCECORP from time to time, on any Business Day from and including the Effective Date to but excluding the Maturity Date, in an aggregate amount not to exceed  $10,000,000 at any time outstanding, notwithstanding the fact that such Swingline Advances, when aggregated with the Commitment Percentage of the Outstanding Credit applicable to the Revolving Loans and Letter of Credit Liabilities of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swingline Advance, (i) the aggregate Outstanding Credit applicable to the Revolving Loans of any Lender, plus such Lender’s Commitment Percentage of the Outstanding Credit applicable to Letter of Credit Liabilities, plus such Lender’s Commitment Percentage of the Outstanding Credit applicable to Swingline Advances does not exceed such Lender’s Commitment and (ii) the Outstanding Credit shall not exceed the aggregate amount of the Commitments of all Lenders. The Swing Line is a discretionary, uncommitted facility and Swingline Lender may terminate or suspend the Swing Line at any time in its sole discretion upon notice to SOURCECORP which notice may be given by Swingline Lender before or after SOURCECORP requests a Swingline Advance hereunder.   Each Swingline Advance shall bear interest as set forth in Section 2.4(a)(iii).  Immediately upon the making of a Swingline Advance, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swingline Lender a risk participation in such Swingline Advance in an amount equal to the product of such Lender’s Commitment Percentage times the amount of such Swingline Advance.

(b)           Borrowing Procedures.  Unless the Swing Line has been terminated or suspended by Swingline Lender as provided in subsection (a) above, each Swingline Advance shall be made upon SOURCECORP’s irrevocable notice to Swingline Lender and the Administrative Agent, which may be given by telephone.  Each such notice must be received by Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to Swingline Lender and the Administrative Agent of a written Swingline Advance notice in the form of Exhibit E hereto, appropriately completed and signed by a Responsible Officer of SOURCECORP.  Promptly after receipt by Swingline Lender of any telephonic Swingline Advance notices, Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Advance notice and, if not, Swingline Lender will notify (by telephone or in writing) of the contents thereof.  Unless (x) the Swing Line has been terminated or suspended by Swingline Lender as provided in subsection (a) above, or (y) Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed borrowing of a Swingline Advance (A) directing Swingline Lender not to make such

33

Swingline Advance as a result of the limitations set forth in the proviso to the first sentence of Section 2.15(a), or (B) that one or more of the applicable conditions specified in Article 6 is not then satisfied, then, subject to the terms and conditions hereof, Swingline Lender will, not later than 3:00 p.m. on the requested borrowing date, make the amount of its Swingline Advance available to SOURCECORP at its office by crediting the account of SOURCECORP on the books of Swingline Lender in immediately available funds.  The Lenders agree that Swingline Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of the Lenders hereunder other than notifying the Administrative Agent of a Swingline Advance notice. 

(c)           Refinancing of Swingline Advances.

(i)            Each Swingline Advance shall be payable on the earlier of demand by Swingline Lender or the Maturity Date.  In addition, Swingline Lender at any time in its sole and absolute discretion may request, on behalf of SOURCECORP (which hereby irrevocably authorizes Swingline Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Commitment Percentage of the amount of Swingline Advances then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a notice of borrowing for purposes hereof) and in accordance with the requirements of Sections 2.5 and 2.6, without regard to the minimum and multiples specified in Section 2.8 for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate amount of the Commitments of the Lenders and the conditions set forth in Section 6.2.  Swingline Lender shall furnish SOURCECORP with a copy of the applicable notice of borrowing promptly after delivering such notice to the Administrative Agent.  Each Lender shall make an amount equal to its Commitment Percentage of the amount specified in such notice of borrowing available to the Administrative Agent in immediately available funds for the account of Swingline Lender at the Principal Office not later than 1:00 p.m. on the day specified in such notice of borrowing, whereupon, subject to Section 2.15(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to SOURCECORP in such amount.  The Administrative Agent shall remit the funds so received to Swingline Lender.

(ii)           If for any reason any Swingline Advance cannot be refinanced by a Revolving Loan in accordance with Section 2.15(c)(i), the request for Base Rate Loans submitted by Swingline Lender as set forth herein shall be deemed to be a request by Swingline Lender that each of the Lenders fund its risk participation in the relevant Swingline Advance and each Lender’s payment to the Administrative Agent for the account of Swingline Lender pursuant to Section 2.15(c)(i) shall be deemed payment in respect of such participation.

(iii)          If any Lender fails to make available to the Administrative Agent for the account of Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.15(c) by the time specified in Section 2.15(c)(i), Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Swingline Lender in connection with the foregoing.  A certificate of Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

34

(iv)          Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swingline Advances pursuant to this Section 2.15(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against Swingline Lender, SOURCECORP or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.15(c) is subject to the conditions set forth in Section 6.2.  No such funding of risk participations shall relieve or otherwise impair the obligation of SOURCECORP to repay Swingline Advances, together with interest as provided herein.

(d)           Repayment of Participations. 

(i)            At any time after any Lender has purchased and funded a risk participation in a Swingline Advance, if Swingline Lender receives any payment on account of such Swingline Advance, Swingline Lender will distribute to such Lender its Commitment Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by Swingline Lender.

(ii)           If any payment received by Swingline Lender in respect of principal or interest on any Swingline Advance is required to be returned by Swingline Lender under any of the circumstances described in Section 3.7 (including pursuant to any settlement entered into by Swingline Lender in its discretion), each Lender shall pay to Swingline Lender its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make such demand upon the request of Swingline Lender.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)           Interest for Account of Swingline Lender.  Swingline Lender shall be responsible for invoicing SOURCECORP for interest on the Swingline Advances.  Until each Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.15 to refinance such Lender’s Commitment Percentage of any Swingline Advance, interest in respect of such Commitment Percentage shall be solely for the account of Swingline Lender.

(f)            Payments Directly to Swingline Lender.  SOURCECORP shall make all payments of principal and interest in respect of the Swingline Advances directly to Swingline Lender.

(g)           Conflicting Provisions.  This Section 2.15 shall supersede any provisions in Sections 2.5 and 2.9 that may be to the contrary to the extent that such provisions relate to Swingline Advances.  SOURCECORP and Swingline Lender may enter into a written agreement supplementing or modifying the provisions of this Section 2.15 and as between SOURCECORP and Swingline Lender (but not as to any other Lender), such written agreement shall supercede any provisions of this Section 2.15 that may be to the contrary.

Section 2.16         Increase in Commitments. 

(a)           Request for Increase.  Provided there exists no Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), SOURCECORP may, from time to time, request an increase in the aggregate amount of the Commitments by an amount (for all such

35

requests) not exceeding $50,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000 and (ii) SOURCECORP may make a maximum of three such requests.  At the time of sending such notice, SOURCECORP (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

(b)           Lender Elections to Increase.  Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase.  Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. 

(c)           Notification by the Administrative Agent; Additional Lenders.  The Administrative Agent shall notify SOURCECORP and each Lender of the Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), SOURCECORP may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d)           Effective Date and Allocations.  If the aggregate amount of the Commitments of the Lenders is increased in accordance with this Section 2.16, the Administrative Agent and SOURCECORP shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase.  The Administrative Agent shall promptly notify SOURCECORP and the Lenders of the final allocation of such increase and the Increase Effective Date. 

(e)           Conditions to Effectiveness of Increase.  As a condition precedent to such increase, SOURCECORP shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of SOURCECORP, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 7 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 7.2 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.1, and (B) no Default exists.  SOURCECORP shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 4.1) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section 2.16.

(f)            Conflicting Provisions.  This Section 2.16 shall supersede any provisions in Sections 3.3 or 13.11 to the contrary.

ARTICLE 3
PAYMENTS

Section 3.1            Method of Payment.  All payments of principal, interest, fees and other amounts to be made by SOURCECORP under this Agreement and the other Loan Documents shall be made to the Administrative Agent at the Principal Office for the account of each Lender’s Applicable Lending Office in Dollars and in immediately available funds, without setoff, deduction or counterclaim, not later than

36

11:00 a.m. (Dallas, Texas time) on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day).  SOURCECORP shall, at the time of making any such payment, specify to the Administrative Agent the sums payable by SOURCECORP under this Agreement and the other Loan Documents to which such payment is to be applied (and in the event that SOURCECORP fails to so specify, or if an Event of Default has occurred and is continuing, the Administrative Agent may apply such payment to the Obligations in such order and manner as the Administrative Agent may elect, subject to Section 3.2); provided, however, that, unless Swingline Lender expressly agrees to the contrary, such payment shall be applied first to any Swingline Advances until such advances are paid in full.  Each payment received by the Administrative Agent under this Agreement or any other Loan Document for the account of a Lender shall be paid promptly to such Lender, in immediately available funds, for the account of such Lender’s Applicable Lending Office.  Whenever any payment under this Agreement or any other Loan Document shall be stated to be due on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest and commitment fee, as the case may be.

Section 3.2            Pro Rata Treatment.  Except to the extent otherwise provided in this Agreement:  (a) each Revolving Loan shall be made by the Lenders under Section 2.1, each payment of commitment fees under Section 2.11(a) shall be made for the account of the Lenders, and each termination or reduction of the Commitments under Section 2.13 shall be applied to the Commitments of the Lenders, pro rata according to the respective unused Commitments; (b) the making, Conversion and Continuation of Loans of a particular Type (other than Conversions provided for by Section 4.4) shall be made pro rata among the Lenders holding Loans of such Type according to the amounts of their respective Commitments; (c) each payment and prepayment by SOURCECORP of principal of or interest on Loans of a particular Type shall be made to the Administrative Agent for the account of the Lenders holding Loans of such Type pro rata in accordance with the respective unpaid principal amounts of such Loans held by such Lenders; (d) Interest Periods for Loans of a particular Type shall be allocated among Lenders holding Loans of such Type pro rata according to the respective principal amounts held by such Lenders; and (e) the Lenders (other than the Issuing Bank) shall purchase participations in the Letters of Credit and, if applicable, the Swingline Advances pro rata in accordance with their Commitment Percentages.

Section 3.3            Sharing of Payments, Etc.  If a Lender shall obtain payment of any principal of or interest on any of the Obligations due to such Lender hereunder through the exercise of any right of setoff, banker’s lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Obligations held by the other Lenders in such amounts, and make such adjustments from time to time as shall be equitable to the end that all the Lenders shall share pro rata in accordance with the unpaid principal and interest on the Obligations then due to each of them.  To such end, all of the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if all or any portion of such excess payment is thereafter rescinded or must otherwise be restored.  SOURCECORP agrees, to the fullest extent it may effectively do so under applicable law, that any Lender, so purchasing a participation in the Obligations by the other Lenders may exercise all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Obligations in the amount of such participation.  Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness, liability or obligation of SOURCECORP or any of its Subsidiaries.

37

Section 3.4            The Administrative Agent’s Clawback. 

(a)           Funding by the Lenders; Presumption by the Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Eurodollar Loan that is a Revolving Loan (or, in the case of any Base Rate Loan, prior to 12:00 noon on the date of such Revolving Loan) that such Lender will not make available to the Administrative Agent such Lender’s share of such Revolving Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.5 (or, in the case of  Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.5) and may, in reliance upon such assumption, make available to SOURCECORP a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Revolving Loan available to the Administrative Agent, then the applicable Lender and SOURCECORP severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to SOURCECORP to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and (B) in the case of a payment to be made by SOURCECORP, the interest rate applicable to Base Rate Loans.  If SOURCECORP and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to SOURCECORP the amount of such interest paid by SOURCECORP for such period.  If such Lender pays its share of the applicable Revolving Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Commitment Percentage of such Revolving Loan.  Any payment by SOURCECORP shall be without prejudice to any claim SOURCECORP may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(b)           Payments by SOURCECORP; Presumptions by the Administrative Agent.  Unless the Administrative Agent shall have received notice from SOURCECORP prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that SOURCECORP will not make such payment, the Administrative Agent may assume that SOURCECORP has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due.  In such event, if SOURCECORP has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.  A notice of the Administrative Agent to any Lender or SOURCECORP with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)           Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 3, and such funds are not made available to SOURCECORP by the Administrative Agent because the conditions to the applicable Loan funding or issuance of a Letter of Credit set forth in Article 6 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

38

(d)           Obligations of the Lenders Several.  The obligations of the Lenders hereunder to make Revolving Loans, to fund participations in Letters of Credit and Swingline Advances and to make payments under Section 13.1(c) are several and not joint.  The failure of any Lender to make any Revolving Loan, to fund any such participation or to make any payment under Section 13.1(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Revolving Loan, purchase its participation or to make its payment under Section 13.1(c).

Section 3.5            Withholding Taxes. 

(a)           All payments by SOURCECORP of principal of and interest on the Loans and of all fees and other amounts payable under the Loan Documents shall be made free and clear of, and without deduction by reason of, any present or future taxes, levies, duties, imposts, assessments or other charges levied or imposed by any Governmental Authority (other than taxes on the overall net income of any Lender).  If any such taxes, duties, imposts, assessments or other charges are so levied or imposed, SOURCECORP will (i) make additional payments in such amounts so that every net payment of principal of and interest on the Loans and of all other amounts payable by it under the Loan Documents, after withholding or deduction for or on account of any such present or future taxes, duties, imposts, assessments or other charges (including any tax imposed on or measured by net income of a Lender attributable to payments made to or on behalf of a Lender pursuant to this Section 3.5 and any penalties or interest attributable to such payments), will not be less than the amount provided for herein or therein absent such withholding or deduction (provided that SOURCECORP shall not have any obligation to pay such additional amounts to any Lender to the extent that such taxes, duties, imposts, assessments or other charges are levied or imposed by reason of the failure of such Lender to comply with the provisions of Section 3.6), (ii) make such withholding or deduction, and (iii) remit the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.  Without limiting the generality of the foregoing, SOURCECORP will, upon written request of any Lender, reimburse each such Lender for the amount of (A) such taxes, duties, imports, assessments or other charges so levied or imposed by any Governmental Authority and paid by such Lender as a result of payments made by SOURCECORP under or with respect to the Loans and Letter of Credit Liabilities other than such taxes, duties, imports, assessments and other charges previously withheld or deducted by SOURCECORP which have previously resulted in the payment of the required additional amount to the Lender, and (B) such taxes, duties, assessments and other charges so levied or imposed with respect to any Lender reimbursement under the foregoing clause (A), so that the net amount received by such Lender (net of payments made under or with respect to the Loans and Letter of Credit Liabilities) after such reimbursement will not be less than the net amount the Lender would have received if such taxes, duties, assessments and other charges on such reimbursement had not been levied or imposed.  SOURCECORP shall furnish promptly to the Administrative Agent for distribution to each affected Lender, as the case may be, upon request of such Lender, official receipts evidencing any such payment, withholding or reduction.

(b)           SOURCECORP will indemnify the Administrative Agent and each Lender (without duplication) against, and reimburse the Administrative Agent and each Lender for, all present and future taxes, levies, duties, imposts, assessments or other charges (including interest and penalties) levied or collected (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on the overall net income of the Administrative Agent or such Lender or any lending office of the Administrative Agent or such Lender by any jurisdiction in which the Administrative Agent or such Lender or any such lending office is located, on or in respect of this Agreement, any of the Loan Documents or the Obligations or any portion thereof (the “reimbursable taxes”).  Any such indemnification shall be on an after-tax basis, taking into account any such reimbursable taxes imposed on the amounts paid as indemnity.

39

(c)           Without prejudice to the survival of any other term or provision of this Agreement, the obligations of SOURCECORP under this Section 3.5 shall survive the payment of the Loans and the other Obligations and termination of the Commitments.

Section 3.6            Withholding Tax Exemption.  Each Lender that is not incorporated or otherwise formed under the laws of the U.S. or a state thereof agrees that it will, prior to or on or about the Closing Date or the date upon which it becomes a party to this Agreement and if it is legally able to do so, deliver to SOURCECORP, for and on behalf of SOURCECORP, and the Administrative Agent two duly completed copies of U.S. Internal Revenue Service Form W-8ECI or W-8BEN, as appropriate, certifying in any case that such Lender is entitled to receive payments from SOURCECORP under any Loan Document without deduction or withholding of any U.S. federal income taxes.  Each Lender which so delivers a Form W-8ECI or W-8BEN further undertakes to deliver to SOURCECORP, for and on behalf of SOURCECORP, and the Administrative Agent two additional copies of such form (or a successor form) on or before the date such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by SOURCECORP or the Administrative Agent, in each case certifying that such Lender is entitled to receive payments from SOURCECORP under any Loan Document without deduction or withholding of any U.S. federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises SOURCECORP, for and on behalf of SOURCECORP, and the Administrative Agent that it is not capable of receiving such payments without any deduction or withholding of U.S. federal income tax.

Section 3.7            Reinstatement of Obligations.  Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, if the payment of any amount of principal of or interest with respect to the Loans, the Reimbursement Obligations or any other amount of the Obligations, or any portion thereof, is rescinded, voided or must otherwise be refunded by the Administrative Agent, any Lender or the Issuing Bank upon the insolvency, bankruptcy or reorganization of SOURCECORP or any other Loan Party or otherwise for any reason whatsoever, then each of (a) the Obligations, (b) the Loan Documents (including, without limitation, this Agreement, the Notes and the Master Guaranty), (c) the indebtedness, liabilities and obligations of SOURCECORP and any other Loan Party under the Loan Documents, and (d) all Liens, if any, for the benefit of the Administrative Agent and the Lenders created under or evidenced by the Loan Documents, will be automatically reinstated and become automatically effective and in full force and effect, all to the extent that and as though such payment so rescinded, voided or otherwise refunded had never been made.  Each Lender and the Issuing Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders and the Issuing Bank under the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

ARTICLE 4
YIELD PROTECTION AND ILLEGALITY

Section 4.1            Additional Costs.

(a)           SOURCECORP shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs actually incurred by such Lender which such Lender determines are directly attributable to its making or maintaining of any Eurodollar Loans to

40

SOURCECORP or its obligation to make or create any of such Loans hereunder to SOURCECORP, or any reduction in any amount receivable by such Lender hereunder from SOURCECORP in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change (other than those covered by Section 3.5) which:

(i)            changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);

(ii)           imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of “Eurodollar Rate” in Section 1.1 hereof, but excluding any reserve requirement contemplated by Section 4.7); or

(iii)          imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments.

Each Lender will notify SOURCECORP (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by SOURCECORP) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish SOURCECORP with a certificate setting forth the basis, amount and computation of each request of such Lender for compensation under this Section 4.1(a).  If any Lender requests compensation from SOURCECORP under this Section 4.1(a), SOURCECORP may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).

(b)           Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to SOURCECORP (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).

(c)           Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts

41

required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis.

Section 4.2            Limitation on Types of Loans.  Anything herein to the contrary notwithstanding, if with respect to any Eurodollar Loans for any Interest Period therefor:

(a)           The Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of “Eurodollar Rate” in Section 1.1 hereof are not being provided in the relative amounts or for the relative maturities for purposes of determining the rate of interest for such Loans as provided in this Agreement; or

(b)           Required Lenders reasonably determine (which determination shall be conclusive absent manifest error) and notify the Administrative Agent that the relevant rates of interest referred to in the definition of “Eurodollar Rate” in Section 1.1 hereof on the basis of which the rate of interest for such Loans for such Interest Period is to be determined do not accurately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period;

then the Administrative Agent shall give SOURCECORP prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to make Eurodollar Loans or to Convert Base Rate Loans into Eurodollar Loans and SOURCECORP shall, on the last day(s) of the then current Interest Period(s) for the outstanding Eurodollar Loans, either prepay such Loans or Convert such Loans into Base Rate Loans in accordance with the terms of this Agreement.

Section 4.3            Illegality.  Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or its Applicable Lending Office to (a) honor its obligation to make Eurodollar Loans hereunder or (b) maintain Eurodollar Loans hereunder, then such Lender shall promptly notify SOURCECORP for and on behalf of SOURCECORP (with a copy to the Administrative Agent) thereof and such Lender’s obligation to make or maintain Eurodollar Loans and to Convert Base Rate Loans into Eurodollar Loans hereunder shall be suspended until such time as such Lender may again make and maintain Eurodollar Loans (in which case the provisions of Section 4.4 hereof shall be applicable).

Section 4.4            Treatment of Affected Loans.  If the obligation of any Lender to make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans is suspended pursuant to Section 4.1 or 4.3 hereof, such Lender’s Eurodollar Loans shall be automatically Converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for the Eurodollar Loans (or, in the case of a Conversion required by Section 4.1(b) or 4.3 hereof, on such earlier date as such Lender may specify to SOURCECORP, with a copy to the Administrative Agent) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 4.1 or 4.3 hereof which gave rise to such Conversion no longer exist:

(a)           To the extent that such Lender’s Eurodollar Loans have been so Converted, all payments and prepayments of principal which would otherwise be applied to such Lender’s Eurodollar Loans shall be applied instead to its Base Rate Loans; and

(b)           All Loans which would otherwise be made or Continued by such Lender as Eurodollar Loans shall be made as or Converted into Base Rate Loans and all Loans of such Lender which would otherwise be Converted into Eurodollar Loans shall be Converted instead into (or shall remain as) Base Rate Loans.

42

If such Lender gives notice to SOURCECORP (with a copy to the Administrative Agent) that the circumstances specified in Section 4.1 or 4.3 hereof which gave rise to the Conversion of such Lender’s Eurodollar Loans pursuant to this Section 4.4 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Loans are outstanding, such Lender’s Base Rate Loans shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respective Commitments.

Section 4.5            Compensation.  SOURCECORP shall pay to the Administrative Agent for the account of each Lender, promptly upon the request of such Lender through the Administrative Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Lender) to compensate it for any loss, cost or expense incurred by it as a result of:

(a)           Any payment, prepayment or Conversion of a Eurodollar Loan for any reason (including, without limitation, the acceleration of the outstanding Loans pursuant to Section 11.2) on a date other than the last day of an Interest Period for such Loan; or

(b)           Any failure by SOURCECORP for any reason (including, without limitation, the failure of any conditions precedent specified in Article 6 to be satisfied) to borrow, Convert or prepay a Eurodollar Loan on the date for such borrowing, Conversion or prepayment specified in the relevant notice of borrowing, prepayment or Conversion under this Agreement.

Section 4.6            Capital Adequacy.  If, after the Closing Date, any Lender shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital adequacy (including, without limitation, any law, rule or regulation implementing the Basle Accord), or any change therein, or any change in the interpretation or administration thereof by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Governmental Authority (including, without limitation, any guideline or other requirement implementing the Basle Accord), has or would have the effect of reducing the rate of return on such Lender’s (or its parent’s) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Lender (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within ten Business Days after demand by such Lender (with a copy to the Administrative Agent), SOURCECORP shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent) for such reduction.  A certificate of such Lender claiming compensation under this Section 4.6 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis.  In determining such amount or amounts, such Lender may use any reasonable averaging and attribution methods.

Section 4.7            Reserves on Eurodollar Loans.  SOURCECORP shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency Liabilities”), additional interest on the unpaid principal amount of each Eurodollar Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith), which shall be due and payable on each date on which interest is payable on such Loan, provided SOURCECORP shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional

43

interest from such Lender.  If a Lender fails to give notice 10 days prior to the relevant interest payment date pursuant to Section 2.4(b), such additional interest shall be due and payable 10 days from receipt of such notice.

ARTICLE 5
GUARANTIES AND SETOFF