Document









Exhibit

10-h




EXECUTION COPY




FIRST AMENDMENT TO


CREDIT AGREEMENT




This Amendment is agreed

to as of the 21st day of November, 2000, by and between Analysts International

Corporation, a Minnesota corporation (the “Borrower”), and Wells Fargo Bank

Minnesota, National Association, f/k/a Norwest Bank Minnesota, National

Association, a national banking association (the “Bank”).




The Borrower and the Bank

have entered into a Credit Agreement dated as of January 31, 2000 (as amended,

the “Credit Agreement”).




The Borrower and the Bank

wish to increase the amount of the revolving credit facility provided under the

Credit Agreement.




ACCORDINGLY, in

consideration of the mutual covenants contained in the Credit Agreement and

herein, the parties hereby agree as follows:




1.             Definitions.  All terms defined in the Credit Agreement

that are not otherwise defined herein shall have the meanings given them in the

Credit Agreement.




2.             Amendment.  The Credit Agreement is hereby amended as

follows:




(a)           The amount, “$25,000,000,” in the

definition of “Facility Amount” in Section 1.1 of the Credit Agreement is

hereby deleted, and the amount, “$30,000,000”, is substituted therefor.




(b)           Exhibit B to the Credit Agreement is

hereby deleted, and Exhibit A to this Amendment is hereby substituted therefor.




3.             Renewal Note.  Simultaneously with the execution of this

Amendment, the Borrower shall execute and deliver to the Bank its promissory

note in the form of Exhibit A hereto (the “Renewal Note”).  The Bank shall accept the Renewal Note in

substitution for, but not in payment of, the Note (as defined in the Credit

Agreement, prior to the date of this Amendment).  Each reference in the Credit Agreement to the “Note” shall

hereafter be deemed to be a reference to the Renewal Note.




4.             Amendment Fee. In

consideration of the Bank’s entering into this Amendment, the Borrower shall

pay the Bank, on or before November 21, 2000, an amendment fee in the amount of

$5,000. Such fee shall be deemed fully earned by the Bank’s execution and

delivery of this Amendment.




5.             Representations and Warranties.  The Borrower hereby represents and warrants

to the Bank as follows:




 




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(a)           The Borrower has all requisite power

and authority, corporate or otherwise, to execute and deliver this Amendment

and the Renewal Note, and to perform this Amendment, the Renewal Note, and the

Credit Agreement as amended hereby. 

This Amendment and the Renewal Note have been duly and validly executed and

delivered to the Bank by the Borrower, and this Amendment, the Renewal Note and

the Credit Agreement as amended hereby constitute the Borrower’s legal, valid

and binding obligations enforceable in accordance with their terms.




(b)           The execution, delivery and

performance by the Borrower of this Amendment and the Renewal Note, and the

performance of the Credit Agreement as amended hereby, have been duly

authorized by all necessary action and do not and will not (i) require any

authorization, consent or approval by any governmental department, commission,

board, bureau, agency or instrumentality, domestic or foreign,

(ii) violate the articles of incorporation or bylaws of the Borrower or

any provision of any law, rule, regulation or order presently in effect having

applicability to the Borrower, or (iii) result in a breach of or

constitute a default under any indenture or agreement to which the Borrower is

a party or by which the Borrower or its properties may be bound or affected.




(c)           All of the representations and

warranties contained in Article IV of the Credit Agreement are correct on and

as of the date hereof as though made on and as of such date, except to the

extent that such representations and warranties relate solely to an earlier

date.




6.             Conditions.  The amendments set forth in paragraph 2

shall be effective only if the Bank has received (or waived the receipt of)

each of the following, in form and substance satisfactory to the Bank, on or

before November 21, 2000 (or such later date as the Bank may agree to in

writing):




(a)           The Renewal Note, duly executed on

behalf of the Borrower.




(b)           This Amendment, duly executed by the

Borrower.




(c)           The amendment fee required under

paragraph 4.




(d)           A copy of the resolutions of the

board of directors of the Borrower evidencing approval of this Amendment, the

Renewal Note, the Credit Agreement as amended hereby, and the other matters

contemplated hereby, certified as accurate by the secretary of the Borrower.




(e)           A certificate of the secretary of the

Borrower (i) stating that there have been no amendments to or restatements

of the articles of incorporation or bylaws of the Borrower as furnished to the

Bank in connection with the execution and delivery of the Credit Agreement

other than those that may be attached to the certificate, and

(ii) certifying the names of the officers of the Borrower that are

authorized to sign the




 




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documents to be delivered pursuant to this Agreement,

together with the true signatures of such officers.




7.             Miscellaneous.  The Borrower shall pay all costs and

expenses of the Bank, including attorneys’ fees, incurred in connection with

the drafting and preparation of this Amendment and any related documents.  Except as amended by this Amendment, all of

the terms and conditions of the Credit Agreement shall remain in full force and

effect.  This Amendment may be executed

in any number of counterparts, each of which when so executed and delivered

shall be deemed to be an original and all of which counterparts of this

Amendment, taken together, shall constitute but one and the same

instrument.  This Amendment shall be

governed by the substantive law of the State of Minnesota.




IN WITNESS WHEREOF, the parties hereto have caused

this Amendment to be executed as of the date first above written.




	

   


  	

  ANALYSTS INTERNATIONAL


  CORPORATION


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  
	

   


  	

  Marti R. Charpentier


  
	

   


  	

  Its Chief Financial

  Officer


  
	

   


  	

   


  
	

   


  	

  WELLS FARGO BANK MINNESOTA,


  NATIONAL ASSOCIATION


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  
	

   


  	

  Richard G. Trembley


  
	

   


  	

  Its Vice President


  





 




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Exhibit A




(Exhibit B to Credit Agreement)




PROMISSORY NOTE




	

  $30,000,000


  	

  Minneapolis,

  Minnesota


  





November 21, 2000




For value received, Analysts International

Corporation, a Minnesota corporation (the “Borrower”), promises to pay to the

order of Wells Fargo Bank Minnesota, National Association, f/k/a Norwest Bank

Minnesota, National Association, a national banking association (the “Bank”),

at its main office in Minneapolis, Minnesota, or at such other place as the

holder hereof may hereafter from time to time designate in writing, in lawful

money of the United States of America and in immediately available funds, the

principal sum of Thirty Million Dollars ($30,000,000), or so much thereof as is

advanced by the Bank to the Borrower pursuant to the Credit Agreement dated as

of January 31, 2000 between the Borrower and the Bank, as amended by a First

Amendment to Credit Agreement of even date herewith (together with all

amendments, modifications and restatements thereof, the “Credit Agreement”),

and to pay interest on the principal balance of this Note outstanding from time

to time at the rate or rates determined pursuant to the Credit Agreement.




This Note is issued pursuant to, and is subject to,

the Credit Agreement, which provides (among other things) for the amount and

date of payments of principal and interest required hereunder, for the

acceleration of the maturity hereof upon the occurrence of an Event of Default

(as defined therein) and for the voluntary and mandatory prepayment hereof.

This Note is the “Note,” as defined in the Credit Agreement.




This Note is issued in substitution for, but not in

payment of, the Borrower’s Promissory Note dated January 31, 2000, payable to

the order of the Bank in the face principal amount of $25,000,000.




The Borrower shall pay all costs of collection,

including reasonable attorneys’ fees and legal expenses, if this Note is not

paid when due, whether or not legal proceedings are commenced.




Presentment or other demand for payment, notice of

dishonor and protest are expressly waived.




	

   


  	

  ANALYSTS INTERNATIONAL


  CORPORATION


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  
	

   


  	

   


  	

  Marti R. Charpentier


  
	

   


  	

   


  	

  Its Chief Financial

  Officer


  





 




 




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