Document









Exhibit 10-k




 




EXECUTION COPY




FOURTH AMENDMENT TO

CREDIT AGREEMENT




                                This Amendment, dated as of November

30, 2001, is made by and between Analysts International Corporation, a

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

Association, assignee of Wells Fargo Bank Minnesota, National Association,

f/k/a Norwest Bank Minnesota, National Association (the “Bank”).




Recitals




                                The

Borrower and the Bank have entered into a Credit Agreement dated as of January

31, 2000 as amended by a First Amendment to Credit Agreement dated as of

December 12, 2000, a Second Amendment to Credit Agreement dated as of April 2,

2001, but effective as of March 30, 2001, and a Third Amendment dated as of

August 6, 2001 (as so amended, the “Credit Agreement”).  Capitalized terms used in these recitals

have the meanings given to them in the Credit Agreement unless otherwise

specified.




                                The Borrower has requested that

certain amendments be made to the Credit Agreement, which the Bank is willing

to make pursuant to the terms and conditions set forth herein.




                                NOW, THEREFORE, in consideration of

the premises and of the mutual covenants and agreements herein contained, it is

agreed as follows:




1.             Defined Terms. Capitalized

terms used in this Amendment which are defined in the Credit Agreement shall

have the same meanings as defined therein, unless otherwise defined herein. In

addition, Section 1.1 of the Credit Agreement is amended by adding the

following definition:




“Facility

Termination Date’ means December 28, 2001, or the earlier date of termination

of the Facility pursuant to Section 2.8 or 7.2(a).”




2.             Commitment to Obtain New

Financing.  Section 5.13 is hereby

deleted in its entirety.




3.             No Prepayment under Note

Purchase Agreement.  Section 6.17 is

hereby added to the Credit Agreement as follows:




“Section 6.17 No

Prepayment under Note Purchase Agreement. 

The Borrower will not prepay any amount (whether principal, interest or

otherwise) owing under the Note Purchase Agreement or otherwise evidenced by

any note issued pursuant thereto without the prior written consent of the Bank

(without regard to any modification or




 




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amendment of such notes

or the Note Purchase Agreement or any payment schedule related thereto not previously

approved by the Bank in writing pursuant to Section 6.11 hereof).”




4.             No Other Changes. Except as

explicitly amended by this Amendment, all of the terms and conditions of the

Credit Agreement shall remain in full force and effect and shall apply to any

advance or letter of credit thereunder.




5.             Amendment Fee.  In consideration of the Bank’s entering into

this Amendment, the Borrower shall pay to the Bank, on or before November 30,

2001, an amendment fee in the amount of fifty thousand dollars ($50,000). Such

fee shall be deemed fully earned by the Bank’s execution and delivery of this

Amendment.




6.             Conditions Precedent. This

Amendment shall be effective when the Bank shall have received an executed

original hereof, together with each of the following, each in substance and

form acceptable to the Bank in its sole discretion:




(a)           Payment of the fee described in

Paragraph 5.




(b)           Such other matters as the Bank may

require.




7.             Representations and Warranties.

The Borrower hereby represents and warrants to the Bank as follows:




(a)           The Borrower has all requisite power

and authority to execute this Amendment  and to perform all of its obligations

hereunder, and this Amendment has been duly executed and delivered by the

Borrower and constitutes the legal, valid and binding obligation of the

Borrower, enforceable in accordance with its terms.




(b)           The execution, delivery and

performance by the Borrower of this Amendment  have been duly authorized by

all necessary corporate action and do not (i) require any authorization,

consent or approval by any governmental department, commission, board, bureau,

agency or instrumentality, domestic or foreign, (ii) violate any provision

of any law, rule or regulation or of any order, writ, injunction or decree

presently in effect, having applicability to the Borrower, or the articles of

incorporation or by-laws of the Borrower, or (iii) result in a breach of

or constitute a default under any indenture or loan or credit agreement or any

other agreement, lease or instrument to which the Borrower is a party or by

which it 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




 




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such

date, except to the extent that such representations and warranties relate

solely to an earlier date.




8.             References. All references

in the Credit Agreement to “this Agreement” shall be deemed to refer to the Credit

Agreement as amended hereby; and any and all references in the Loan Documents  to

the Credit Agreement shall be deemed to refer to the Credit Agreement as

amended hereby.




9.             Release. The Borrower hereby

absolutely and unconditionally releases and forever discharges the Bank, and

any and all participants, parent corporations, subsidiary corporations,

affiliated corporations, insurers, indemnitors, successors and assigns thereof,

together with all of the present and former directors, officers, agents and

employees of any of the foregoing, from any and all claims, demands or causes

of action of any kind, nature or description, whether arising in law or equity

or upon contract or tort or under any state or federal law or otherwise, which

the Borrower has had, now has or has made claim to have against any such person

for or by reason of any act, omission, matter, cause or thing whatsoever

arising from the beginning of time to and including the date of this Amendment,

whether such claims, demands and causes of action are matured or unmatured or

known or unknown.




10.           Costs and Expenses. The

Borrower hereby reaffirms its agreement under the Credit Agreement to pay or

reimburse the Bank on demand for all costs and expenses incurred by the Bank in

connection with the Loan Documents and all other documents contemplated

thereby, including without limitation all reasonable fees and disbursements of

legal counsel. Without limiting the generality of the foregoing, the Borrower

specifically agrees to pay all fees and disbursements of counsel to the Bank

for the services performed by such counsel in connection with the preparation

of this Amendment and the documents and instruments incidental hereto. The

Borrower hereby agrees that the Bank may, at any time or from time to time in

its sole discretion and without further authorization by the Borrower, make a

loan to the Borrower under the Credit Agreement, or apply the proceeds of any

loan, for the purpose of paying any such fees, disbursements, costs and

expenses and the fee required under paragraph 5 hereof.




11.           Miscellaneous. This Amendment

may be executed in any number of counterparts, each of which when so executed

and delivered shall be deemed an original and all of which counterparts, taken

together, shall constitute one and the same instrument.




 




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                                IN WITNESS

WHEREOF, the parties hereto have caused this Amendment to be duly executed as

of the date first written above.




 




 




	

  WELLS FARGO

  BANK, NATIONAL


  ASSOCIATION


  	

   


  	

  ANALYSTS INTERNATIONAL


  CORPORATION


  
	

  By

  _________________________________


  	

   


  	

  By

  _________________________________


  
	

  Richard G.

  Trembley


  	

   


  	

  Marti R.

  Charpentier


  
	

  Its Vice

  President


  	

   


  	

  Its Vice

  President — Finance


  





 




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