exhibit10_1.htm


    EXHIBIT
      10.1

     

    


    WAIVER
      AND ELEVENTH AMENDMENT TO CREDIT AGREEMENT

    


    This
      Waiver and Eleventh Amendment to Credit Agreement (this "Amendment") is dated
      as
      of July 26, 2007, and is by and among General Electric Capital Corporation,
      a
      Delaware corporation, individually as a Lender and as Agent and Security Trustee
      for the Lenders, and Analysts International Corporation, a Minnesota corporation
      ("Borrower").

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      pursuant to a certain Credit Agreement dated as of April 11, 2002, by and among
      General Electric Capital Corporation, a Delaware corporation, individually
      as a
      Lender and as Agent and Security Trustee for the Lenders, the other Credit
      Parties signatory from time to time thereto, and Borrower (as amended or
      otherwise modified from time to time, the "Credit Agreement"; capitalized terms
      used herein and not otherwise defined herein shall have the meaning ascribed
      to
      such terms in the Credit Agreement), Agent and Lenders agreed, subject to the
      terms and provisions thereof, to provide certain loans and other financial
      accommodations to Borrower;

     

    WHEREAS,
      Borrower has notified Agent and Lenders that Borrower has incurred surety and
      performance bond reimbursement obligations in excess of $3,000,000 individually,
      and in excess of $10,000,000 in the aggregate, constituting breaches of Sections
      6.3(a)(vi) and Section 6.7(d) of the Credit Agreement and separate Events of
      Default under Section 8.1(b) of the Credit Agreement (collectively, the
      "Existing Events of Default"); and

     

    WHEREAS,
      Borrower has requested that Agent and Requisite Lenders waive the Existing
      Events of Default and amend the Credit Agreement in certain respects, as set
      forth below.

     

    NOW,
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

     

    1.  Waiver.  In
      reliance upon the representations and warranties of Borrower set forth in
      Section 4 below, and subject to the conditions to effectiveness set forth in
      Section 3 below, Agent and Requisite Lenders hereby waive the Existing Events
      of
      Default.  This is a limited waiver and shall not be deemed to
      constitute a waiver of, or consent to, any other future breach of the Credit
      Agreement.

     

    2.  Amendment.  In
      reliance upon the representations and warranties of Borrower set forth in
      Section 4 below, and subject to the conditions to effectiveness set forth in
      Section 3 below, the Credit Agreement is hereby amended as follows:

     

    
      (a)  Section
        6.3(a) of the Credit Agreement is hereby amended by deleting the reference
        therein to "$10,000,000" and inserting a reference to "$30,000,000" in lieu
        thereof.

       

    

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (b)  Section
      6.7(d) of the Credit Agreement is hereby amended by (i) deleting the
      reference therein to "$3,000,000" and inserting a reference to "$7,500,000"
      in
      lieu thereof and (ii) deleting the reference therein to "$10,000,000" and
      inserting a reference to "$30,000,000" in lieu thereof.

     

    (c)  Section
      6.14 of the Credit Agreement is hereby amended by (i) deleting the reference
      therein to "and" immediately prior to clause (e) thereof and inserting a
      comma in lieu thereof and (ii) inserting the following new clause (f)
      therein, immediately prior to the end of such Section, which clause (f)
      shall read as follows:

     

    "(f)
      purchases by Borrower of Borrower's outstanding common stock in an aggregate
      amount not to exceed $5,000,000; provided that at the time of any such
      purchase (i) no Event of Default has occurred and is then continuing and (ii)
      Borrowing Availability immediately after giving effect to any such purchase
      is
      not less than $15,000,000; provided, further, that Borrower's
      right to make purchases pursuant to this clause (f) shall be suspended
      over any period commencing on the date that Borrowing Availability is less
      than
      $15,000,000 through and including the date that Borrowing Availability shall
      have exceeded $15,000,000 for ninety (90) consecutive days."

    


    (d)  Clause
      (a) of Annex E to the Credit Agreement is hereby amended by (i)
      deleting the reference therein to "and" immediately prior to clause (iii)
      thereof and inserting a comma in lieu thereof and (ii) inserting the following
      new clause (iv) therein, immediately following clause (iii)
      thereof, which clause (iv) shall read as follows:

     

    "(iv)
      a listing of all surety and/or performance bonds outstanding for the account
      of
      Borrower or any of its Subsidiaries, setting forth with respect to each such
      bond the original face amount thereof and the aggregate amount of Accounts
      collected by Borrower or any of its Subsidiaries with respect to any contractual
      undertakings supported by such bond, together with a listing of all related
      reimbursement agreements or other obligations entered into by Borrower or any
      of
      its Subsidiaries in connection therewith."

    


    (e)  Annex
      G to the Credit Agreement is hereby amended by amending and restating
clause (c) thereof as follows:

     

    "(c)    Minimum
      Fixed Charge Coverage Ratio.  In the event that average daily
      Borrowing Availability for any Fiscal Month (the "Trigger Month") is less than
      $7,000,000, then Borrower and its Subsidiaries shall have on a consolidated
      basis at the end of each Fiscal Month, commencing with the Trigger Month, a
      Fixed Charge Coverage Ratio for the twelve (12) Fiscal Month period then ended
      of not less than 1.0 to 1.0."

    


    3.  Conditions
      Precedent.  The effectiveness of the waivers and amendments
      contemplated hereby is subject to the prior receipt by Agent of each of the
      following documents and agreements, each in form and substance acceptable to
      Agent in its sole discretion:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (a)  Agent
      shall have received a fully executed copy of this Amendment;

     

    (b)  No
      Default or Event of Default (other than the Existing Events of Default) shall
      have occurred and be continuing; and

     

    (c)  All
      proceedings taken in connection with the transactions contemplated by this
      Amendment and all agreements, documents, instruments and other legal matters
      incident thereto shall be satisfactory to Agent and its legal
      counsel.

     

    4.  Representations
      and Warranties.  To induce Agent to enter into this Amendment, the
      Borrower hereby represents and warrants to Agent that:

     

    (a)  The
      execution, delivery and performance by each Credit Party of this Amendment
      and
      each other agreement and document contemplated hereby are within their corporate
      or limited liability company power, have been duly authorized by all necessary
      corporate or limited liability company action, have received all necessary
      governmental approval (if any shall be required), and do not and will not
      contravene or conflict with any provision of law applicable to any Credit Party,
      the articles of incorporation, articles of organization, by-laws or operating
      agreement of any Credit Party, any order, judgment or decree of any court or
      governmental agency, or any agreement, instrument or document binding upon
      any
      Credit Party or any of their respective properties;

     

    (b)  Each
      of the Credit Agreement, the other Loan Documents, and each other agreement
      and
      document contemplated hereby is the legal, valid and binding obligation of
      the
      applicable Credit Party, enforceable against such Credit Party in accordance
      with their terms, except as such enforceability may be limited by applicable
      bankruptcy, reorganization, moratorium, fraudulent transfer or other similar
      laws affecting creditors' rights generally or by principles governing the
      availability of equitable remedies;

     

    (c)  All
      of the statements contained in Section 3 of the Credit Agreement and in Section
      4 of the Security Agreement are true and correct on the date
      hereof;

     

    (d)  Each
      Credit Party has performed all of its obligations under the Credit Agreement
      and
      the Loan Documents to be performed by it on or before the date hereof and as
      of
      the date hereof, each Credit Party is in compliance with all applicable terms
      and provisions of the Credit Agreement and each of the Loan Documents to be
      observed and performed by it and, except to the extent otherwise waived by
      the
      provisions hereof, no Event of Default or other event which, upon notice or
      lapse of time or both, would constitute an Event of Default, has occurred;
      and

     

    (e)  Set
      forth as Schedule 1 hereto is a listing of all surety and/or performance
      bonds outstanding as of the date hereof for the account of Borrower or any
      of
      its Subsidiaries, setting forth with respect to each such bond the original
      face
      amount thereof and the aggregate amount of Accounts collected by Borrower or
      any
      of its Subsidiaries with respect to any contractual undertakings supported
      by
      such bond, together with a listing of all related reimbursement agreements
      or
      other obligations entered into by Borrower or any of its Subsidiaries in
      connection therewith.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    5.  Collection
      Reserve.  Pursuant to the Loan Documents, Agent established, prior
      to the date hereof, a Collection Reserve in the amount of
      $3,200,000.  The Collection Reserve shall remain in effect until such
      time, if any, that Agent shall have determined, in its reasonable credit
      judgment, to terminate, reduce or otherwise modify such Reserve (without
      limitation of Agent's rights generally to establish and adjust
      Reserves).

     

    6.  Reaffirmation.  Each
      of Medical Concepts Staffing, Inc., a Minnesota corporation ("Medical
      Staffing"), Analysts International Management Services, LLC, a Minnesota limited
      liability company ("AIMS"), Analysts International Business Solution Services,
      LLC, a Minnesota limited liability company ("AIBSS"), Analysts International
      Business Resource Services, LLC, a Minnesota limited liability company ("AIBRS")
      and Analysts International Strategic Sourcing Services, LLC, a Minnesota limited
      liability company ("AISSS"; AIMS, AIBSS, AIBRS and AISSS are collectively the
      "Staffing Subsidiaries" and each a "Staffing Subsidiary") hereby consents to
      Borrower's execution and delivery of this Amendment and agrees to be bound
      hereby.  Medical Staffing hereby affirms that nothing contained herein
      shall modify in any respect whatsoever its obligations under the Loan Documents,
      including, without limitation, its guaranty of the obligations of Borrower
      to
      Agent and Lenders pursuant to the terms of that certain Guaranty, dated as
      of
      April 7, 2003 (the "MCS Guaranty"), executed by Medical Staffing in favor of
      Agent and Lenders and reaffirms that the MCS Guaranty is and shall continue
      to
      remain in full force and effect.  Each Staffing Subsidiary hereby
      affirms that nothing contained herein shall modify in any respect whatsoever
      its
      obligations under the Loan Documents, including, without limitation, its
      guaranty of the obligations of Borrower to Agent and Lenders pursuant to the
      Guaranty, dated December 31, 2003, executed by such Staffing Subsidiary in
      favor
      of Agent and Lenders and reaffirms that such Guaranty is and shall continue
      to
      remain in full force and effect.  Although Medical Staffing and each
      Staffing Subsidiary has been informed of the matters set forth herein and has
      acknowledged and agreed to same, such Person understands that Agent and Lenders
      have no obligation to inform any such Person of such matters in the future
      or to
      seek any such Person's acknowledgment or agreement to future consents or
      waivers, and nothing herein shall create such a duty.

     

    7.  Counterparts.  This
      Amendment may be executed in any number of counterparts and by the different
      parties on separate counterparts, and each such counterpart shall be deemed
      to
      be an original, but all such counterparts shall together constitute but one
      and
      the same Amendment.  Any such counterpart which may be delivered by
      facsimile transmission or electronic portable format (i.e., "pdf") shall be
      deemed the equivalent of an originally signed counterpart and shall be fully
      advisable in any enforcement proceeding regarding this Amendment.

     

    8.  Continued
      Effectiveness.  Except as amended hereby, the Credit Agreement and
      each of the Loan Documents shall continue in full force and effect according
      to
      its terms.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    9.  Costs
      and Expenses. Borrower hereby agrees that all expenses incurred by Agent in
      connection with the preparation, negotiation and closing of the transactions
      contemplated hereby, including, without limitation, reasonable attorneys' fees
      and expenses, shall be part of the Obligations.

     

    10.  Governing
      Law.  This Amendment shall be a contract made under and governed
      by the internal laws of the State of Illinois.

     

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    IN
      WITNESS WHEREOF, this Amendment has been executed as of the day and year first
      written above.

     

    


    
      	 	
              ANALYSTS
                INTERNATIONAL CORPORATION

            
	 	 
	 	 
	 	
              By___________________________________

            
	 	
              Its
                ___________________________________

            


    

    


     

    
      	 	
              MEDICAL
                CONCEPTS STAFFING, INC.

            
	 	 
	 	 
	 	
              By
                ___________________________________

            
	 	
              Its
                ___________________________________

            


    

    


    


    
      	 	
              ANALYSTS
                INTERNATIONAL MANAGEMENT

            
	 	
              SERVICES,
                LLC

            
	 	 
	 	 
	 	
              By
                ___________________________________

            
	 	
              Its
                ___________________________________

            


    

    


    


    
      	 	
              ANALYSTS
                INTERNATIONAL BUSINESS

            
	 	
              SOLUTION
                SERVICES, LLC

            
	 	 
	 	 
	 	
              By
                ___________________________________

            
	 	
              Its
                ___________________________________

            


    

    


    


    
      	 	
              ANALYSTS
                INTERNATIONAL BUSINESS

            
	 	
              RESOURCE
                SERVICES, LLC

            
	 	 
	 	 
	 	
              By
                ____________________________________

            
	 	
              Its
                ____________________________________

            


    

    



    
      
        
        

      

      
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              ANALYSTS
                INTERNATIONAL STRATEGIC

            
	 	
              SOURCING
                SERVICES, LLC

            
	 	 
	 	 
	 	
              By
                ____________________________________

            
	 	
              Its
                ____________________________________

            


    

    


    


    
      	 	
              GENERAL
                ELECTRIC CAPITAL CORPORATION,

            
	 	
              As
                Agent, Security Trustee and Lender

            
	 	 
	 	 
	 	
              By
                _____________________________________

            
	 	
                   An
                Authorized Signatory

            


    

    


    


    
 


    
      
        
        

      

      
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