Exhibit 10.120
ASSIGNMENT AGREEMENT
October 24, 2003
Reference
is made to that Credit Agreement dated as of April 3, 2001 (as
the same may be amended and in effect from time to time, the
"Credit Agreement") among Sourcecorp, Incorporated, the Lenders
named therein (the "Lenders") and Bank of American, N.A., as
administrative agent for the Lenders (in such capacity, the
"Administrative Agent"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such
terms in the Credit Agreement. This assignment and acceptance is
being executed pursuant to Section 13.8 of the Credit
Agreement.
Wachovia
Bank, National Association (the " Assignor ") and Hibernia
National Bank (the " Assignee ") hereby agree as
follows:
1. The
Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, the following
interest in and to the Assignor's rights and obligations under the
Credit Agreement and the other Loan Documents as of the Effective
Date (as defined below): a 2.521008403% interest in Commitments
(which percentage interest represents a $7,500,000.00 commitment
with respect to the aggregate Commitments) and all Loans and
Letters of Credit relating to such interest; and after giving
effect to this Assignment and Acceptance, the Commitment of the
Assignor will be $42,500,000.00.
2. The
Assignor (i) represents that, as of the date of hereof,
(A) its Commitment is $50,000,000.00, (B) the outstanding
principal balance of its Loan is $10,924,369.75, (C) the
outstanding balance of its Swingline Advances is $0.00 and
(D) the aggregate face value of it portion of the Letters of
Credit is $2,267,835.97 (all as unreduced by any assignments which
have not yet become effective); (ii) makes no representation
or warranty and assumes no responsibility with respect to any
statements, warranties and representations made in or in connection
with the Credit Agreement or any other Loan Document or the
execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any other Loan
Document, other than that it is legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim; (iii) makes no
representation or warranty and assumes no responsibility with
respect to the financial condition or results of operations of any
Loan Party or the performance or observance by any Loan Party of
any of its obligations under the Credit Agreement or any other Loan
Document; and (iv) attaches the assigned Note held by the
Assignor and request that the Administrative Agent exchange such
Note for new Note(s) payable to the order of (A) the Assignee
in an amount equal to the amount of the Assignor's Commitment
assumed by the Assignee hereunder, and (B) the Assignor in an
amount equal to the principal amount of the Commitment retained by
the Assignor (if any).
3. The
Assignee (i) represents and warrants that it is legally
authorized to enter into the Assignment and Acceptance;
(ii) confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial
statements delive
