8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 26, 2014

Date of Report (Date of earliest event reported)

EPIQ SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Missouri	000-22081	48-1056429
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

501 Kansas Avenue, Kansas City, Kansas	66105
(Address of principal executive offices)	(Zip Code)

(913) 621-9500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 1.01.  Entry into a Material Definitive Agreement.

On March 26, 2014, Epiq Systems, Inc. (“Epiq”) entered into the First Amendment (“First Amendment”) to its existing Credit Agreement, dated August 27, 2013 (“Existing Credit Facility”), among Epiq, certain of its domestic subsidiaries party thereto as guarantors, a syndicate of banks and institutional investors as lenders, and KeyBank National Association, PNC Bank National Association and Silicon Valley Bank as joint lead arrangers.

The First Amendment of the Existing Credit Facility amends, among other things, Epiq’s two senior secured term loan interest rate options, the selection of which is at the discretion of management, as follows: (a) 2.50% (from 2.75%) plus prime rate subject to a 1.75% (from 2%) floor, or (b) 3.50% (from 3.75%) plus one, two, three or six month LIBOR rate subject to a 0.75% (from 1%) LIBOR floor. The First Amendment also resets the six month period for the applicability of a 1% prepayment premium with respect to repricing transactions pursuant to which term loans are prepaid or repriced, such that the prepayment premium will apply to any such repricing transactions which occur prior to the six month anniversary of the date of the First Amendment.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

On March 27, 2014, Epiq issued a press release announcing the First Amendment, which is furnished herewith as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

The following exhibits are filed as part of this report:

10.1First Amendment, dated March 26, 2014, to the Credit Agreement dated as of August 27, 2013, among Epiq Systems, Inc. and the domestic subsidiaries named therein as guarantors, a syndicate of banks and institutional investors as lenders, KeyBank National Association as the LC issuer, swing line lender, administrative agent.

99.1Press release, dated March 27, 2014, announcing the entry into the Credit Facility.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EPIQ SYSTEMS, INC.
Date: March 27, 2014
	By:	/s/ Tom W. Olofson
	Name:	Tom W. Olofson
	Title:	Chairman of the Board, Chief Executive Officer and Director

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EX-10.1

Exhibit 10.1

EXECUTION COPY

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 26, 2014, is by and among EPIQ SYSTEMS, INC., a Missouri corporation (the “Borrower”), the Guarantors signatories hereto, the Lenders signatories hereto, and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent.

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent entered into that certain Credit Agreement dated as of August 27, 2013 (the “Existing Credit Agreement”); and

WHEREAS, the Borrower has requested that certain provisions of the Existing Credit Agreement be amended; and

WHEREAS, the Lenders are willing to make such additional amendments to the Existing Credit Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

PART 1.
DEFINITIONS

SUBPART 1.1  Certain Definitions.  The following terms used in this Amendment, including its preamble and recitals, have the following meanings:

“Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.

“First Amendment Effective Date” shall have the meaning assigned to such term in the introductory paragraph of Part 3 hereof.

SUBPART 1.2  Other Definitions.  Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Amended Credit Agreement.

PART 2.
AMENDMENTS TO EXISTING CREDIT AGREEMENT

Effective on (and subject to the occurrence of) the First Amendment Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part 2.  Except as so amended, the Existing Credit Agreement and all other Loan Documents shall continue in full force and effect.

SUBPART 2.1  Amendments to Section 1.01.

(a)Clause (a) of the definition of “Applicable Margin” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by in its entirety to read as follows:

(a)For the purposes of calculating the interest rate applicable to the Term Loan, 2.50% per annum for Base Rate Loans, and (B) 3.50% per annum for Eurodollar Loans; and

(b)The following new definitions are to be added to Section 1.01 of the Existing Credit Agreement in the appropriate alphabetical order:

“First Amendment” means that certain the First Amendment to Credit Agreement dated as of the First Amendment Effective Date, by and among the Borrower, the Guarantors, the Lenders party thereto, and the Administrative Agent.

“First Amendment Effective Date” means March 26, 2014.

SUBPART 2.2  Amendments to Section 2.09.  Section 2.09(b) of the Existing Credit Agreement is each hereby amended to (a) change the reference to “1.00%” in such section to “0.75%” and (b) change the reference to “2.00%” in such section to “1.75%”.

SUBPART 2.3  Amendment to Section 2.13(e).  Section 2.13(e) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(e)Repricing Transactions.  In connection with any Repricing Transaction that is consummated in respect of all or any portion of the Term Loans during the period from the First Amendment Effective Date to but excluding the date six months after the First Amendment Effective Date, the Borrower shall pay to the Term Lenders a fee equal to 1% of the aggregate principal amount of the Term Loans prepaid or repriced in connection with such Repricing Transaction.  Notwithstanding the foregoing, it is understood and agreed that the fee described in this Section 2.13(e) shall not be applicable to any such transaction that results in or involves a Change of Control of the Borrower.

PART 3.
CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective as of the date hereof (the “First Amendment Effective Date”) upon receipt by the Administrative Agent of counterparts of this Amendment, which collectively shall have been duly executed on behalf of each Credit Party, the Administrative Agent, the Required Lenders and each Term Lender, and thereafter this Amendment shall be known, and may be referred to, as the “First Amendment”:

SUBPART 3.1  Counterparts of Amendment.  The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of each Credit Party, the Required Lenders, each Term Lender and the Administrative Agent.

SUBPART 3.2    Other Fees and Out of Pocket Costs.  The Borrower shall have paid the reasonable and documented out-of-pocket costs (to the extent invoiced) incurred by the Administrative Agent (including the reasonable and documented fees and expenses of the Administrative Agent’s legal counsel).

PART 4.
MISCELLANEOUS

SUBPART 4.1  Representations and Warranties.  The Credit Parties hereby represent and warrant to the Administrative Agent and the Lenders that (a) after giving effect to this Amendment, (i) no Default or Event of Default exists under the Amended Credit Agreement or any of the other Loan Documents and (ii) the representations and warranties set forth in Article VI of the Existing Credit Agreement or in the other Loan Documents are true and correct in all material respects (except that if any such representation

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or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) as of the date when made (except that for purposes of this Subpart 4.1, the representations and warranties contained in Section 6.05(a) and (b) of the Existing Credit Agreement, shall be deemed to refer to the most recent statements furnished pursuant to Sections 7.01(a) and (b) of the Existing Credit Agreement, respectively).

SUBPART 4.2  Reaffirmation of Credit Party Obligations.  Each Credit Party hereby ratifies the Amended Credit Agreement and acknowledges and reaffirms (i) that it is bound by all terms of the Amended Credit Agreement and (ii) that it is responsible for the observance and full performance of the Obligations.  Without limiting the generality of the proceeding sentence, (i) each of the Guarantors restates that it jointly and severally guarantees the prompt payment when due of all Obligations, in accordance with, and pursuant to the terms of, Article IV of the Amended Credit Agreement and (ii) each of the Credit Parties agrees that all references in the Security Agreement and the other Collateral Documents to the term “Secured Obligations” shall be deemed to include all of the obligations of the Credit Parties to the Lenders and the Administrative Agent, whenever arising, under the Amended Credit Agreement, the Collateral Documents or any of the other Loan Documents (including, but not limited to, any interest, expenses and cost and charges that accrue after the commencement by or against any Credit Party or any Affiliate thereof or any proceedings under any Debtor Relief Laws naming such Person as the debtor in such proceeding).

SUBPART 4.3  Cross-References.  References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.

SUBPART 4.4  Instrument Pursuant to Existing Credit Agreement.  This Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement.

SUBPART 4.5  References in Other Loan Documents.  At such time as this Amendment shall become effective pursuant to the terms of Part 3, all references in the Amended Credit Agreement to the “Agreement” or in any other Loan Document to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment.

SUBPART 4.6  Counterparts.  This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.  Delivery of an executed counterpart of this Amendment by telecopy or other electronic means (including email .pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

SUBPART 4.7  Governing Law.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SUBPART 4.8  Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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SUBPART 4.9  Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.  The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.08 of the Amended Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[remainder of page intentionally left blank]

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Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

BORROWER:	EPIQ SYSTEMS, INC.,
	as the Borrower
	By:	/s/ Paul F. Liljegren
	Name:	Paul F. Liljegren
	Title:	Senior Vice President Finance
GUARANTORS:	EPIQ SYSTEMS ACQUISITION, INC.,
	as a Guarantor
	By:	/s/ Paul F. Liljegren
	Name:	Paul F. Liljegren
	Title:	Senior Vice President Finance
	EPIQ CLASS ACTION & CLAIMS SOLUTIONS, INC.,
	as a Guarantor
	By:	/s/ Paul F. Liljegren
	Name:	Paul F. Liljegren
	Title:	Senior Vice President Finance
	EPIQ BANKRUPTCY SOLUTIONS, LLC,
	as a Guarantor
	By:	/s/ Paul F. Liljegren
	Name:	Paul F. Liljegren
	Title:	Senior Vice President Finance
	HILSOFT, INC.,
	as a Guarantor
	By:	/s/ Paul F. Liljegren
	Name:	Paul F. Liljegren
	Title:	Senior Vice President Finance

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

EPIQ EDISCOVERY SOLUTIONS, INC.,
as a Guarantor
By:	/s/ Paul F. Liljegren
Name:	Paul F. Liljegren
Title:	Senior Vice President Finance
ENCORE LEGAL SOLUTIONS, INC.,
as a Guarantor
By:	/s/ Paul F. Liljegren
Name:	Paul F. Liljegren
Title:	Senior Vice President Finance
DE NOVO LEGAL, LLC,
as a Guarantor
By:	/s/ Paul F. Liljegren
Name:	Paul F. Liljegren
Title:	Senior Vice President Finance
EPIQ SYSTEMS HOLDINGS, LLC,
as a Guarantor
By:	/s/ Paul F. Liljegren
Name:	Paul F. Liljegren
Title:	Senior Vice President Finance
EPIQ TECHNOLOGY, LLC,
as a Guarantor
By:	/s/ Paul F. Liljegren
Name:	Paul F. Liljegren
Title:	Senior Vice President Finance

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

ADMINISTRATIVE AGENT:	KEYBANK NATIONAL ASSOCIATION,
	as Administrative Agent, a Lender,
	Swing Line Lender and LC Issuer
	By:	/s/ David A. Wild
	Name:	David A. Wild
	Title:	Senior Vice President

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	AMMC CLO IX, LIMITED,
	as a Lender
		By:	American Money Management Corp., as Collateral Manager
	By:			/s/ David P. Meyer
	Name:			David P. Meyer
	Title:			Senior Vice President

LENDER:	AMMC CLO X, LIMITED,
	as a Lender
	By:	American Money Management Corp., as Collateral Manager
	By:		/s/ Chester M. Eng
	Name:		Chester M. Eng
	Title:		Senior Vice President

LENDER:	AMMC CLO XI, LIMITED,
	as a Lender
	By:	American Money Management Corp., as Collateral Manager
	By:		/s/ Chester M. Eng
	Name:		Chester M. Eng
	Title:		Senior Vice President

LENDER:	AMMC CLO XII, LIMITED,
	as a Lender
	By:	American Money Management Corp., as Collateral Manager
	By:		/s/ Chester M. Eng
	Name:		Chester M. Eng
	Title:		Senior Vice President

LENDER:	AMMC CLO XIII, LIMITED,
	as a Lender
	By:	American Money Management Corp., as Collateral Manager
	By:		/s/ David P. Meyer
	Name:		David P. Meyer
	Title:		Senior Vice President

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	RAYMOND JAMES BANK, N.A.,
	as a Lender
	By:		/s/ Kathy Bennett
	Name:		Kathy Bennett
	Title:		Senior Vice President
LENDER:	General Electric Capital Corporation,
	as a Lender
	By:		/s/ James N. Urbates
	Name:		James N. Urbates
	Title:		Duly Authorized Signatory
LENDER:	WhiteHorse VI, Ltd.
	By:	H.I.G. WhiteHOrse Capital, LLC
	As:	Collateral Manager,
	as a Lender
	By:		/s/ Jarred Worley
	Name:		Jarred Worley
	Title:		Authorized Officer
LENDER:	Ascension Alpha Fund, LLC,
	as a Lender
	By:	Pioneer Institutional Asset Management, Inc.
	As its adviser
	By:		/s/ Maggie Begley
	Name:		Maggie Begley
	Title:		Vice President and Associate General Counsel
LENDER:	Stichting Pensioenfonds Medische Specialisten,
	as a Lender
	By:	Pioneer Institutional Asset Management, Inc.
	As its adviser
	By:		/s/ Maggie Begley
	Name:		Maggie Begley
	Title:		Vice President and Associate General Counsel

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	Stichting Pensioenfonds voor Huisartsen,
	as a Lender
	By:	Pioneer Institutional Asset Management, Inc.
	As its adviser
	By:		/s/ Maggie Begley
	Name:		Maggie Begley
	Title:		Vice President and Associate General Counsel

LENDER:	Met Investors Series Trust - Pioneer Strategic Income Portfolio,
	as a Lender
	By:	Pioneer Investment Management, Inc.
	As its adviser
	By:		/s/ Maggie Begley
	Name:		Maggie Begley
	Title:		Vice President and Associate General Counsel

LENDER:	Multi Sector Value Bond Fund,
	as a Lender
	By:	Pioneer Institutional Asset Management, Inc.
	As its adviser
	By:		/s/ Maggie Begley
	Name:		Maggie Begley
	Title:		Vice President and Associate General Counsel

LENDER:	Pioneer Dynamic Credit Fund,
	as a Lender
	By:	Pioneer Investment Management, Inc.
	As its adviser
	By:		/s/ Maggie Begley
	Name:		Maggie Begley
	Title:		Vice President and Associate General Counsel

	Pioneer Floating Rate Fund,
LENDER:	as a Lender
	By:	Pioneer Investment Management, Inc.
	As its adviser
	By:		/s/ Maggie Begley
	Name:		Maggie Begley
	Title:		Vice President and Associate General Counsel

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	Pioneer Floating Rate Trust,
	as a Lender
	By:	Pioneer Investment Management, Inc.
	As its adviser
	By:		/s/ Maggie Begley
	Name:		Maggie Begley
	Title:		Vice President and Associate General Counsel
LENDER:	Pioneer Multi-Asset Ultrashort Income Fund,
	as a Lender
	By:	Pioneer Investment Management, Inc.
	As its adviser
	By:		/s/ Maggie Begley
	Name:		Maggie Begley
	Title:		Vice President and Associate General Counsel
LENDER:	ASF1 Loan Funding LLC,
	as a Lender
	By:	Citibank, N.A.,
	By:		/s/ Paul Plank
	Name:		Paul Plank
	Title:		Director
LENDER:	AIB Debt Managment Limited,
	as a Lender
	By:	/s/ Roisin O’Connell
		Roisin O’Connell
		Senior Vice President
		Investment Advisor to AIB Debt Management, Limited
	By:	/s/ Donna Cleary
		Donna Cleary
		Vice President
		Investment Advisor to AIB Debt Managment, Limited
	Crown Point CLO Ltd.,
LENDER:	as a Lender
	By:		/s/ John J. D’Angelo
	Name:		John J. D’Angelo
	Title:		Sr. Portfolio Manager

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	Modern Bank N.A.,
	as a Lender
	By:	/s/ Daniel Bennett
	Name:	Daniel Bennett
	Title:	Senior Vice President Deputy Chief Credit Officer

LENDER:	DAVIDSON RIVER TRADING, LLC
	as a Lender
	By:	SunTrust Bank, its Manager
	By:	/s/ Joshua Lowe
	Name: Joshua Lowe
	Title: Vice President

LENDER:	Zeus Trading LLC,
	as a Lender
	By:	/s/ Tara E Kenny
	Name:	Tara E Kenny
	Title:	Assistant Vice President

LENDER:	VENTURE XII CLO, Limited,
	as a Lender
	By:	its investment advisor
	MJX Asset Management LLC
	By:	/s/ Michael Regan
	Name:	Michael Regan
	Title:	Senior Portfolio Manager

LENDER:	VENTURE XIII CLO, Limited,
	as a Lender
	By:	its Investment Advisor
	MJX Asset Management LLC
	By:	/s/ Michael Regan
	Name:	Michael Regan
	Title:	Senior Portfolio Manager

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	VENTURE XIV CLO, Limited,
	as a Lender
	By:	its investment advisor
	MJX Asset Management LLC
	By:	/s/ Michael Regan
	Name:	Michael Regan
	Title:	Senior Portfolio Manager

LENDER:	Venture XI CLO, Limited,
	as a Lender
	By:	its investment advisor, MJX
	Asset Management, LLC
	By:	/s/ Michael Regan
	Name:	Michael Regan
	Title:	Senior Portfolio Manager

LENDER:	Venture IX CDO, Limited,
	as a Lender
	By:	its investment advisor, MJX
	Asset Management LLC
	By:	/s/ Michael Regan
	Name:	Michael Regan
	Title:	Managing Director

LENDER:	Venture X CLO, Limited,
	as a Lender
	By:	its investment advisor, MJX
	Asset Management, LLC
	By:	/s/ Michael Regan
	Name:	Michael Regan
	Title:	Senior Portfolio Manager

LENDER:	VENTURE XV CLO, Limited,
	as a Lender
	By:	its investment advisor
	MJX Asset Management LLC
	By:	/s/ Michael Regan
	Name:	Michael Regan
	Title:	Senior Portfolio Manager

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	Denali Capital LLC, managing member of DC Funding Partners LLC, collateral manager for DENALI CAPITAL CLO VII, LTD.,
	as a Lender
	By:	/s/ John P. Thacker
	Name:	JOHN P. THACKER
	Title:	CHIEF CREDIT OFFICER

LENDER:	Denali Capital LLC, managing member of DC Funding Partners LLC, collateral manager for DENALI CAPITAL CLO X, LTD.,
	as a Lender
	By:	/s/ John P. Thacker
	Name:	JOHN P. THACKER
	Title:	CHIEF CREDIT OFFICER

LENDER:	Kaiser Foundation Hospitals,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Kaiser Permanente Group Trust,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	American General Life Insurance Company,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	American Home Assurance Company,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Avalon IV Capital, Ltd.,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Asset Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	BOC Pension Investment Fund,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Attorney in Fact
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Blue Hill CLO, Ltd.,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Collateral Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Children’s Healthcare of Atlanta, Inc.,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	Diversified Credit Portfolio Ltd.,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Investment Adviser
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Invesco Bank Loan Fund A Series Trust of Multi Manager Global Investment Trust,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Invesco Dynamic Credit Opportunities Fund,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Sub-advisor
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Invesco Floating Rate Fund,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Sub-Adviser
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Invesco Senior Income Trust,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Sub-advisor
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	Invesco Senior Loan Fund,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Sub-advisor
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Invesco Zodiac Funds - Invesco US Senior Loan Fund,
	as a Lender
	By:  Invesco Management S.A. As Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Lexington Insurance Company,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Linde Pension Plan Trust,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Marea CLO, Ltd.,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Collateral Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	Medical Liability Mutual Insurance Company,
	as a Lender
	By:  Invesco Advisers, Inc. as Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	National Union Fire Insurance Company of Pittsburgh, Pa.,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Nomad CLO, Ltd.,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Collateral Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	North End CLO, Ltd,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	QUALCOMM Global Trading Pte. Ltd.,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	The City of New York Group Trust,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	Wasatch CLO Ltd,
	as a Lender
	By:  Invesco Senior Secured Management, Inc. as Portfolio Manager
	By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	Authorized Individual

LENDER:	DWS Floating Rate Fund,
	as a Lender
	By:	Deutsche Investment Management Americas, Inc.
		Investment Advisor
	By:	/s/ Eric S. Meyer
		Eric S. Meyer, Managing Director
	By:	/s/ Shayna Malnak
	Name:	Shayna Malnak
	Title:	Vice President

LENDER:	MT. WHITNEY SECURITIES INC., as Assignee,
	as a Lender
	By:	Deutsche Investment Management Americas  Inc.
		As Manager
	By:	/s/ Eric S. Meyer
		Eric S. Meyer, Managing Director
	By:	/s/ Shayna Malnak
	Name:	Shayna Malnak
	Title:	Vice President

LENDER:	GEORGE LUCAS FAMILY FOUNDATION,
	as a Lender
	By:	Deutsche Bank Trust Company Americas
		As Agent
	By:	/s/ Eric S. Meyer
		Eric S. Meyer, Managing Director
	By:	/s/ Shayna Malnak
	Name:	Shayna Malnak
	Title:	Vice President

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	THE GWL LIVING TRUST,
	as a Lender
	By:	Deutsche Bank Trust Company Americas
		As Agent
	By:	/s/ Eric S. Meyer
		Eric S. Meyer, Managing Director
	By:	/s/ Shayna Malnak
	Name:	Shayna Malnak
	Title:	Vice President

LENDER:	SUNBRIDGE HOLDINGS, LLC,
	as a Lender
	By:	Deutsche Bank Trust Company Americas
		As Agent
	By:	/s/ Eric S. Meyer
		Eric S. Meyer, Managing Director
	By:	/s/ Shayna Malnak
	Name:	Shayna Malnak
	Title:	Vice President

LENDER:	Golub Capital Partners CLO 10, Ltd.,
	as a Lender
	By:	/s/ Chris Jamieson
	Name:	Chris Jamieson
	Title:	Portfolio Manager

LENDER:	Golub Capital Partners CLO 11, Ltd.,
	as a Lender
	By:	/s/ Chris Jamieson
	Name:	Chris Jamieson
	Title:	Portfolio Manager

LENDER:	Golub Capital Partners CLO 14, Ltd.,
	as a Lender
	By:	/s/ Chris Jamieson
	Name:	Chris Jamieson
	Title:	Portfolio Manager

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	Golub Capital Partners CLO 15, Ltd.,
	as a Lender
	By:	/s/ Chris Jamieson
	Name:	Chris Jamieson
	Title:	Portfolio Manager

LENDER:	GCPH Loan Funding, LLC,
	as a Lender
	By:	Citibank, N.A.,
	By:	/s/ Neil Patel
	Name:	Neil Patel
	Title:	Director

LENDER:	UBS AG, STAMFORD BRANCH,
	as a Lender
	By:	/s/ Lana Gifas
	Name:	Lana Gifas
	Title:	Director
	By:	/s/ Jennifer Anderson
	Name:	Jennifer Anderson
	Title:	Associate Director

LENDER:	FIRSTMERIT BANK, N.A.,
	as a Lender
	By:	/s/ Laura C. Redinger
	Name:	Laura C. Redinger
	Title:	Senior Vice President

LENDER:
	APOSTLE LOOMIS SAYLES CREDIT OPPORTUNITIES FUND,
	As Lender
	By:	Loomis, Sayles & Company, LP., Its Investment Manager
	By:	Loomis, Sayles & Company, Incorporated, Its General Partner,
	,
		By:	/s/ Mary McCarthy
		Name:	Mary McCarthy
		Title:	Vice President

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	APOSTLE LOOMIS SAYLES SENIOR LOAN FUND,
	As Lender
	By:	Loomis, Sayles & Company, L.P., Its Investment Manager
	By:	Loomis, Sayles & Company, Incorporated, Its General Partner
		,
		By:	/s/ Mary McCarthy
		Name:	Mary McCarthy
		Title:	Vice President

LENDER:	LOOMIS SAYLES SENIOR FLOATING RATE & FIXED INCOME FUND,
	As Lender
	By:	Loomis, Sayles & Company, L.P., Its Investment Adviser
	By:	Loomis, Sayles & Company, Incorporated, Its General Partner
		,
		By:	/s/ Mary McCarthy
		Name:	Mary McCarthy
		Title:	Vice President

LENDER:	LOOMIS SAYLES SENIOR FLOATING RATE AND FIXED INCOME TRUST,
	As Lender
	By:	Loomis Sayles Trust Company, LLC, As Trustee of Loomis Sayles Senior Floating Rate and Fixed Income Trust
	,
		By:	/s/ Mary McCarthy
		Name:	Mary McCarthy
		Title:	Vice President

LENDER:	THE LOOMIS SAYLES SENIOR LOAN FUND, LLC,
	As Lender
	By:	Loomis, Sayles & Company, L.P., Its Managing Manager
	By:	Loomis, Sayles & Company, Incorporated, Its General Partner,
		,
		By:	/s/ Mary McCarthy
		Name:	Mary McCarthy
		Title:	Vice President

LENDER:	NATIXIS LOOMIS SAYLES SENIOR LOAN FUND,
	As Lender
	By:	Loomis, Sayles & Company, L.P., Its Investment Manager
	By:	Loomis, Sayles & Company, Incorporated, Its General Partner,
		,
		By:	/s/ Mary McCarthy
		Name:	Mary McCarthy
		Title:	Vice President

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	Silicon Valley Bank,
	as a Lender
	By:	/s/ Matt Kelty
	Name:	Matt Kelty
	Title:	Vice President

LENDER:	IBM Personal Pension Plan Trust,
	as a Lender
	By:  ING Investment Management Co., as its investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

LENDER:	New Mexico State Investment Council,
	as a Lender
	By:  ING Investment Management Co. LLC, as its investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

LENDER:	BayernInvest Alternative Loan-Fonds,
	as a Lender
	By:  ING Investment Management Co. LLC, as its investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

LENDER:	California Public Employees’ Retirement System,
	as a Lender
	By:  ING Investment Management Co. LLC, as its investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	City of New York Group Trust,
	as a Lender
	By:  ING Investment Management Co. LLC, as its investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

LENDER:	ING (L) Flex - Senior Loans,
	as a Lender
	By:  ING Investment Management Co., as its investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

LENDER:	ING Floating Rate Fund,
	as a Lender
	By:  ING Investment Management Co., as its investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

LENDER:	ING IM CLO 2012-3, LTD.,
	as a Lender
	By:  ING Alternative Asset Management LLC, as its investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

LENDER:	ING IM CLO 2012-4, LTD.,
	as a Lender
	By:  ING Alternative Asset Management LLC, as its investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	ING IM CLO 2013-1, LTD.,
	as a Lender
	By:	ING Alternative Asset Management LLC,
	as its investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

LENDER:	ING IM CLO 2013-2, LTD.,
	as a Lender
	By:	ING Alternative Asset Management LLC,
	as its investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

LENDER:	ING IM CLO 2013-3, LTD.,
	as a Lender
	By:	ING Alternative Asset Management LLC,
	as its investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

LENDER:	ING Investment Trust Co. Plan for Employee
	Benefit Investment Funds - Senior Loan Fund,
	as a Lender
	By:	ING Investment Trust Co. as its trustee
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

LENDER:	ING Prime Rate Trust,
	as a Lender
	By:	ING Investment Management Co.,
	as it investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	ING Senior Income Fund,
	as a Lender
	By:	ING Investment Management Co.,
	as its investment manager
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

LENDER:	ISL Loan Trust,
	as a Lender
	By:	ING Investment Management Co.,
	as its investment advisor
	By:	/s/ Jason Esplin
	Name:	Jason Esplin
	Title:	Vice President

LENDER:	JMP CREDIT ADVISORS CLO II LTD.
	By: JMP Credit Advisors LLC, As Attorney-in-Fact
	By:	/s/ April Lowry
		Name: April Lowry
		Title:   Director

LENDER:	ARROWOOD INDEMNITY COMPANY
	ARROWOOD INDEMNITY COMPANY AS
	ADMINISTRATOR OF THE PENSION
	PLAN OF ARROWOOD INDEMNITY COMPANY,
	each as a Lender
	By: Babson Capital Management LLC as Investment Adviser
	By:	/s/ Chad Campbell
	Name:	Chad Campbell
	Title:	Director

LENDER:	Carlyle Global Market Strategies CLO 2011-1, Ltd.,
	as a Lender
	By:	/s/ Linda Pace
	Name:	Linda Pace
	Title:	Managing Director

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	Carlyle Global Market Strategies CLO 2012-1, Ltd.,
	as a Lender
	By:	/s/ Linda Pace
	Name:	Linda Pace
	Title:	Managing Director

LENDER:	Carlyle Global Market Strategies CLO 2012-2, Ltd.,
	as a Lender
	By:	/s/ Linda Pace
	Name:	Linda Pace
	Title:	Managing Director

LENDER:	Carlyle Global Market Strategies CLO 2013-3, Ltd.,
	as a Lender
	By:	/s/ Linda Pace
	Name:	Linda Pace
	Title:	Managing Director

LENDER:	Carlyle Global Market Strategies CLO 2013-4, Ltd.,
	as a Lender
	By:	/s/ Linda Pace
	Name:	Linda Pace
	Title:	Managing Director

LENDER:	Carlyle High Yield Partners IX, Ltd,
	as a Lender
	By:	/s/ Linda Pace
	Name:	Linda Pace
	Title:	Managing Director

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	G.A.S. (Cayman) Limited, as Trustee on behalf of Octagon Joint Credit Trust Series I (and not in its individual capacity),
	as a Lender
	By:	Octagon Credit Investors, LLC,
		Portfolio Manager
	By:	/s/ Lauren Basmadjian
	Name:	Lauren Basmadjian
	Title:	Portfolio Manager

LENDER:	Octagon Paul Credit Fund Series I, Ltd.,
	as a Lender
	By:	Octagon Credit Investors, LLC
		as Portfolio Manager
	By:	/s/ Lauren Basmadjian
	Name:	Lauren Basmadjian
	Title:	Portfolio Manager

LENDER:	Octagon Investment Partners XII, Ltd.,
	as a Lender
	By:	Octagon Credit Investors, LLC
		as Collateral Manager
	By:	/s/ Lauren Basmadjian
	Name:	Lauren Basmadjian
	Title:	Portfolio Manager

LENDER:	Octagon Delaware Trust 2011,
	as a Lender
	By:	Octagon Credit Investors, LLC
		as Portfolio Manager
	By:	/s/ Lauren Basmadjian
	Name:	Lauren Basmadjian
	Title:	Portfolio Manager

LENDER:	Octagon Investment Partners XIV, Ltd.,
	as a Lender
	By:	Octagon Credit Investors, LLC
		as Collateral Manager
	By:	/s/ Lauren Basmadjian
	Name:	Lauren Basmadjian
	Title:	Portfolio Manager

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

LENDER:	Octagon Investment Partners XVI, Ltd.,
	as a Lender
	By:	Octagon Credit Investors, LLC
		as Collateral Manager
	By:	/s/ Lauren Basmadjian
	Name:	Lauren Basmadjian
	Title:	Portfolio Manager

LENDER:	Octagon Investment Partners XVII, Ltd.,
	as a Lender
	By:	Octagon Credit Investors, LLC
		as Collateral Manager
	By:	/s/ Lauren Basmadjian
	Name:	Lauren Basmadjian
	Title:	Portfolio Manager

LENDER:	Octagon Investment Partners XVIII, Ltd.,
	as a Lender
	By:	Octagon Credit Investors, LLC
		as Collateral Manager
	By:	/s/ Lauren Basmadjian
	Name:	Lauren Basmadjian
	Title:	Portfolio Manager

LENDER:	US Bank N.A., solely as trustee of the DOLL Trust (for Qualified Institutional Investors only), (and not in its individual capacity),
	as a Lender
	By:	Octagon Credit Investors, LLC
		as Portfolio Manager
	By:	/s/ Lauren Basmadjian
	Name:	Lauren Basmadjian
	Title:	Portfolio Manager

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

EX-99.1

Exhibit 99.1

Epiq Systems Completes Repricing of $300 Million Term Loan

Kansas City, KS (March 27, 2014) — Epiq Systems, Inc. (NASDAQ: EPIQ), a leading provider of managed technology for the global legal profession, today announced that it has completed a repricing of the $300 million term loan under its senior secured credit agreement.  The repricing has lowered the term loan interest rate by a total of 50 basis points.

The amended pricing with respect to the term loan reduces the interest rate options under Epiq’s senior secured term loan by 25 basis points and reduces the interest rate floor options under the term loan by 25 basis points.

The maturity of the term loan remains August 2020 and all other material provisions under the senior secured credit agreement remain unchanged, including the $200 million uncommitted accordion feature of the credit agreement which would allow the company to increase the credit agreement from $400 million to $600 million.

About Epiq Systems

Epiq Systems is a leading global provider of technology-enabled solutions for electronic discovery, bankruptcy and class action administration.  We offer full-service capabilities to support litigation, investigations, financial transactions, regulatory compliance and other legal matters.  Our innovative technology and services, combined with deep subject-matter expertise, provide reliable solutions for the professionals we serve.  Visit us at www.epiqsystems.com.

Forward-looking and Cautionary Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which include, but are not limited to, any projection or expectation of earnings, revenue or other financial items; the plans, strategies and objectives of management for future operations; factors that may affect our operating results; new products or services; the demand for our products or services; the future growth of our segments; our ability to consummate acquisitions and successfully integrate them into our operations; future capital expenditures; effects of current or future economic conditions or performance; and industry trends and other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing.  These forward-looking statements are based on our current expectations which may not prove to be accurate.   Forward-looking statements may be identified by terms such as “believe,” “expect,” “anticipate,” “should,” “planned,” “may,” “estimated,” “goal,” “objective,” “seeks,” and “potential” and variations of these words and similar expressions or negatives of these words.  Because forward-looking statements involve future risks and uncertainties, listed below are a variety of factors that could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in our forward-looking statements.  These factors include (1) any material changes in our total number of client engagements and the volume associated with each engagement, (2) any material changes in our clients’ deposit portfolio or the services required or selected by our clients in engagements, (3) material changes in the number of bankruptcy filings, class action filings or mass tort actions each year, or changes in government legislation or court rules affecting these filings, (4) overall strength and stability of general economic conditions, both in the United States and in the global markets, (5) failure to keep pace with technological changes

and significant changes in the competitive environment, (6) risks associated with the handling of confidential data and compliance with information privacy laws, (7) changes in or the effects of pricing structures and arrangements, (8) risks associated with the integration of acquisitions into our existing business operations, (9) risks associated with indebtedness, (10) risks associated with foreign currency fluctuations, (11) risks associated with developing and providing software and internet-based technology solutions to our clients, (12) risks associated with cyber attacks, interruptions or delays in services at data centers, (13) risks of errors or failures of software or services, (14) risks associated with our international operations, (15) risks of litigation against us or failure to protect our intellectual property, (16) any material non-cash write-downs based on impairment of our goodwill, and (17) other risks detailed from time to time in our SEC filings, including our most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.  In addition, there may be other factors not included in our SEC filings that may cause actual results to differ materially from any forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements contained herein to reflect future events or developments, except as required by law.

For more information

Lew Schroeber, Investor Relations

Telephone: 913-621-9500

Email:  ir@epiqsystems.com

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