**Exhibit10-l**

**FIFTH AMENDMENT TO CREDITAGREEMENT**

This Amendment, dated asof December 28, 2001, is made by and between Analysts InternationalCorporation, a Minnesota corporation (the “Borrower”), and Wells Fargo Bank,National Association, assignee of Wells Fargo Bank Minnesota, NationalAssociation, f/k/a Norwest Bank Minnesota, National Association (the “Bank”).

Recitals

The Borrower and the Bank have entered into a CreditAgreement dated as of January 31, 2000 as amended by a First Amendment toCredit Agreement dated as of December 12, 2000, a Second Amendment to CreditAgreement dated as of April 2, 2001, but effective as of March 30, 2001, aThird Amendment dated as of August 6, 2001, and a Fourth Amendment dated as ofNovember 30, 2001 (as so amended, the “Credit Agreement”).  Capitalized terms used in these recitalshave the meanings given to them in the Credit Agreement unless otherwisespecified.

The Borrower hasrequested that certain amendments be made to the Credit Agreement, which theBank is willing to make pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, inconsideration of the premises and of the mutual covenants and agreements hereincontained, it is agreed as follows:

# 1.             Defined Terms. Capitalizedterms used in this Amendment which are defined in the Credit Agreement shallhave the same meanings as defined therein, unless otherwise defined herein. Inaddition, Section 1.1 of the Credit Agreement is amended by adding or amending,as the case may be, the following definitions:

“‘Advance Request Worksheet’ means the form attachedto the Fifth Amendment as Exhibit B, certifying the Borrower’s compliance withthe Leverage Ratio Covenant under Section 5.10.”

“‘Covenant ComputationDate’ means the last day of the most recently completed month.”

“‘Covenant ComputationPeriod’ means the EBITDA Covenant Computation Period when determiningcompliance with Section 5.8, the Net Cash Flow Computation Period whendetermining compliance with Section 5.9 and the Leverage Covenant ComputationPeriod when determining compliance with Section 5.10”

 

1

----

 

“‘EBITDA’ means, Pre-TaxEarnings (excluding non-cash income) plus noncash expenses associatedwith the write-off of the Borrower’s investment in CDXC Corporation, InterestExpense, depreciation and amortization, determined with respect to the Borrowerin accordance with GAAP during the Covenant Computation Period.”

“‘EBITDA CovenantComputation Period’ means the calendar month ending on the Covenant ComputationDate.”

“‘Facility Amount’ means$25,000,000, unless said amount is reduced pursuant to Section 2.8, in whichevent it means the amount to which said amount is reduced.”

“‘Facility TerminationDate’ means the earlier of (i) June 30, 2002, (ii) termination of the Facility pursuant to Section 2.8 or 7.2(a), or(iii) the date of payment of any principal amount to the Note Purchasers otherthan a payment of $1,500,000.00 on March 29, 2002.”

 “‘FifthAmendment’ means the Fifth Amendment to Credit Agreement dated as of December28, 2001 by and between the Borrower and the Bank.”

“‘Leverage Covenant Computation Period’ means thetwelve consecutive months ending on the Covenant Computation Date.”

“‘Net Cash Flow’ means, with respect to a Net CashFlow Computation Period, EBITDA plus cash received from tax refunds, lesscash paid for taxes, Capital Expenditures, cash paid for restructuring charges,Interest Expense and cash paid as principal under the Note Purchase Agreementdetermined in accordance with GAAP during such Net Cash Flow CovenantComputation period.”

“‘Net Cash Flow Computation Period’ means the threeconsecutive calendar months ending on the Covenant Computation Date.”

“‘Note Purchase Amendment’ means the Third Amendmentto Note Purchase Agreement dated as of December 28, 2001 by and among theBorrower and the Note Purchasers.”

# 2.             Interest.  Effective upon the execution and delivery ofthis Amendment, Section 2.3(a) of the Credit Agreement is deleted in itsentirety and replaced with the following:

“(a)         *InterestRate*.  The principal balanceof the Note shall bear interest at the rate of nine percent (9.00%) per annum.”

 

2

----

 

Between December 28, 2001 and the date this Amendment is executed anddelivered, interest shall continue to accrue at the Floating Rate.

# 3.             Eurodollar Funding; Margins.  Sections 2.3(b), (c), (d) and (e) of theCredit Agreement are deleted in their entirety.  The Borrower shall not be entitled to a elect Eurodollar Rate.

# 4.             Letters of Credit.  Section 2.4 of the Credit Agreement isdeleted in its entirety.  The Borrowershall not be entitled to request the issuance of Letters of Credit.

# 5.             Non-Usage Fees.  Section 2.6(b) of the Credit Agreement isdeleted in its entirety.  The Borrowershall not be required to pay any non-usage fees.

# 6.             Prepayments.  Section 2.7(a)(iii) of the Credit Agreementis deleted; the Borrower may make prepayments in any amount.  In addition, Section 2.7 is amended to addthe following new paragraph:

“(c)         *MandatoryPrepayments*.  Each BusinessDay the Borrower shall prepay the Note in an amount equal to the differencebetween (y) the Borrower’s cash balances in its depository and investmentaccounts that day and (z) the amount necessary to cover disbursements in theordinary course on the next Business Day, plus the amount necessary to pre-fundACH payroll disbursements as of the date such ACH payroll file authorization isinitiated; provided, however, that in no event shall theBorrower’s overnight aggregate cash balance exceed $6,000,000.00 and any amountin excess shall be delivered to the Bank as a prepayment of the Note.  These mandatory prepayments shall be made bywire transfer each Business Day that they become due.”

# 7.             Condition Precedent to All Advances.  Section 3.2 of the Credit Agreement isamended by adding the following new paragraph:

“(c)         deliveryto the Bank of a completed Advance Request Worksheet certifying the Borrower’scompliance with the Leverage Ratio Covenant of Section 5.10 as of the date ofthe requested Advance.”

# 8.             Financial Reporting.  Section 5.1 of the Credit Agreement isamended by deleting the reference in paragraph (c) to “paragraph (a) or (b),”replacing it with the reference “paragraph (m),” and adding the following newparagraphs:

“(m)        Assoon as available and in any event within 10 Business Days after the end ofeach month, (i) consolidated statement of financial condition, earnings andcash flow of the Borrower and its Subsidiaries, prepared in accordance withGAAP, and (ii) a worksheet or schedule of the Borrower’s computations of thefinancial

 

3

----

 

covenants in Sections 5.8 and 5.9, all in form and substance sufficientfor the Bank to review compliance with the financial covenants of Sections 5.8and 5.9.

(n)           Onthe last Business Day of each month, a written report of the Borrower’s effortsto obtain new financing in compliance with the requirements of Section 5.13,including copies of all material correspondence between the Borrower and anyfinancial institutions considering the extension of new financing to theBorrower.

(o)           Onthe next Business Day following a request by the Bank, a detailed cash receiptsand disbursements projection (including the forecasted beginning and endingdaily cash balances and any necessary Advances) covering the next fiveconsecutive Business Days, commencing with the date the information request ismade by the Bank.”

# 9.             EBITDA.  Section 5.8 of the Credit Agreement isdeleted in its entirety and replaced with the following:

“**Section 5.8 Monthly EBITDA.**  The Borrower will achieve at a minimum theEBITDA as of each Covenant Computation Date set forth below:

 

| **Covenant  Computation Date** |   | **Monthly  EBITDA** |   |
|--------------------------------|--------|---------------------|--------|
|                           |   |                |   |
| December  31, 2001             |   | (1,500,000          | )      |
|                           |   |                |   |
| January  31, 2002              |   | 150,000             |   |
|                           |   |                |   |
| February  28, 2002             |   | (450,000            | )      |
|                           |   |                |   |
| March  31, 2002                |   | 200,000             |   |
|                           |   |                |   |
| April  30, 2002                |   | 430,000             |   |
|                           |   |                |   |
| May  31, 2002                  |   | 580,000”       |   |

#  

# 10.           Net Cash Flow.  Section 5.9 of the Credit Agreement isdeleted in its entirety and replaced with the following:

“**Section 5.9 Net Cash Flow.**  The Borrower will achieve at a minimum thetrailing three month net cashflow as of each Covenant Computation Date setforth below:

 

4

----

 
| **Covenant Computation Date** |   | **Trailing 3 Month Net Cashflow** |
|-------------------------------|--------|-----------------------------------|
| December 31,  2001            |   | (1,750,000)                       |
| January 31, 2002              |   | (2,750,000)                       |
| February 28,  2002            |   | (3,250,000)                       |
| March 31, 2002                |   | (2,750,000)                       |
| April 30, 2002                |   | (2,350,000)                       |
| May 31, 2002                  |   | (1,350,000)”                 |
|                          |   |                              |

11.           Leverage.  Section 5.10 of the Credit Agreement isdeleted in its entirety and replaced with the following:

“**Section 5.10 Leverage Ratio.**  At all times the sum of outstanding (i)Advances under the Credit Agreement and (ii) principal under the Note PurchaseAgreement (“Total Principal Indebtedness”) shall never exceed four and one-halftimes (4.5x) EBITDA; provided, however, that Total PrincipalIndebtedness shall not exceed four times (4.0x) EBITDA during the time periodbetween the first day of each month and the actual date the financial reportsrequired by Section 5.1(m) are delivered to the Bank by the Borrower.”

12.           OtherFinancial Covenants.  Sections 5.11,5.12 and 6.12 of the Credit Agreement are deleted in their entirety.

# 13.           New Financing.  Section 5.13 is added to the Credit Agreementas follows:

# “Section 5.13  NewFinancing.  On or prior to June 30,2002, the Borrower will cause a financial institution other than the Bank tofund financing to the Borrower in an amount not less than the sum of allamounts then outstanding under the Credit Agreement and the Note PurchaseAgreement, and such financing shall be immediately applied to payment in fullof the amounts outstanding under the Credit Agreement and the Note PurchaseAgreement .”

# 14.           Investments. Sections 6.4 (b)and (g) of the Credit Agreement are deleted in their entirety.

# 15.           RestrictedPayments.  Section 6.5 of the CreditAgreement is deleted in its entirety and replaced with the following:

“Section 6.5 Restricted Payments.  The Borrower shall not make any RestrictedPayments.  The Bank acknowledges thatpurchases of the Borrower’s

 

5

----

 

common stock in the ordinary course of business for the sole purpose offunding matching contributions by the Borrower to its employees’ 401(k) plan isnot a Restricted Payment.”

# 16.           Consolidation or Merger.  Section 6.8(b) of the Credit Agreement isdeleted in its entirety.

# 17.           Ordinary Course of Business.  Until the Facility Termination Date, theBorrower shall continue to operate in the ordinary course of business asestablished prior to the date of this Amendment.  The Borrower shall not incur or pay any extraordinary obligationsor expenses (including but not limited to employee salaries and benefits), norundertake any new or unusual business activity.

# Notwithstandingthe foregoing, the Bank consents to (i) a payment in the amount of$1,500,000.00 to the Note Purchasers on March 29, 2002, pursuant to the termsof the Note Purchase Amendment, and (ii) a lump sum payment not to exceed $2.7million under paragraph 4e of the Borrower’s retirement plan to a person whowas an active executive employee of the Borrower on the date of this Amendmentand elects to retire prior to the Termination Date (the “Special RetirementPayment”).  However, the SpecialRetirement Payment shall be funded solely from the Variable UniversalLife Insurance Policies (the “Insurance Policies”) held by Wells Fargo BankMinnesota, National Association, as Trustee (the “Trustee”) for the Borrower’sretirement trust account, and then, only to the extent the value of theInsurance Policies is insufficient, from the Multi-funded Annuity Contracts(“Annuities”) also held by the Trustee in the retirement trust account.  In no event shall the Special RetirementPayment be funded from operating cash or other assets of the Borrower.

# 18.           New Compliance Certificate.Exhibit C to the Credit Agreement is hereby amended in its entirety andreplaced with Exhibit A to this Amendment.

# 19.           No Other Changes. Except asexplicitly amended by this Amendment, all of the terms and conditions of theCredit Agreement shall remain in full force and effect and shall apply to anyAdvance thereunder.

# 20.           Amendment Fee.  In consideration of the Bank’s entering intothis Amendment, the Borrower shall pay to the Bank an amendment fee in theamount of $62,500 upon execution and delivery of this Amendment.  Such fee shall be deemed fully earned by theBank’s execution and delivery of this Amendment.

# 21.           Conditions Precedent. ThisAmendment shall be effective when the Bank shall have received an executedoriginal hereof, together with each of the following, each in substance andform acceptable to the Bank in its sole discretion:

 

6

----

 

## (a)           Payment of the fee described inParagraph 20.

## (b)           Payment of all fees and expensesincurred by the Bank in connection with the preparation of this Amendment andall related documents and instruments, including but not limited to theAmendment to Intercreditor Collateral Agreement dated as of December 28, 2001(the “Intercreditor Amendment”) and all related documents and instruments.

## (c)           A first priority mortgage coveringthe Borrower’s real property located in Edina, Minnesota in the amount of$15,000,000.00 to secure the Borrower’s obligations under the Credit Agreementand the Note Purchase Agreement.

## (d)           A Collateral Pledge Agreement and anyancillary documents necessary to grant and perfect a lien on, and interest in,certain Variable Universal Life Insurance Policies and Multi-funded AnnuityContracts owned by the Borrower to secure the Borrower’s obligations under theCredit Agreement and the Note Purchase Agreement.

## (e)           A fully executed copy of the NotePurchase Amendment.

## (f)            A fully executed copy of theIntercreditor Amendment.

## (g)           An opinion of counsel to the Borrowerwith respect to, among other things, the due authorization and enforceabilityof this Amendment, the Intercreditor Agreement, the Mortgage, the CollateralPledge Agreement and related documents.

## (h)           Such other documents or instrumentsas the Bank may require.

# 22.           Representations and Warranties.The Borrower hereby represents and warrants to the Bank as follows:

## (a)           The Borrower has all requisite powerand authority to execute this Amendment****and to perform all of its obligationshereunder, and this Amendment has been duly executed and delivered by theBorrower and constitutes the legal, valid and binding obligation of theBorrower, enforceable in accordance with its terms.

(b)           The execution, delivery andperformance by the Borrower of this Amendment****have been duly authorized byall 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 provisionof any law, rule or regulation or of any order, writ, injunction or decreepresently in effect, having applicability to the Borrower, or the articles ofincorporation or by-laws of the Borrower, or (iii) result in a breach ofor constitute a

 

7

----

 

## default under any indenture or loan or creditagreement or any other agreement, lease or instrument to which the Borrower isa party or by which it or its properties may be bound or affected.

## (c)           All of the representations andwarranties contained in Article IV of the Credit Agreement are correct on andas of the date hereof as though made on and as of such date, except to theextent that such representations and warranties relate solely to an earlierdate.

# 23.           References. All references inthe Credit Agreement to “this Agreement” shall be deemed to refer to the CreditAgreement as amended hereby; and any and all references in the Loan Documents****tothe Credit Agreement shall be deemed to refer to the Credit Agreement asamended by this Amendment.

# 24.           Release. The Borrowerabsolutely and unconditionally releases and forever discharges the Bank, andany 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 andemployees of any of the foregoing, from any and all claims, demands or causesof action of any kind, nature or description, whether arising in law or equityor upon contract or tort or under any state or federal law or otherwise, whichthe Borrower has had, now has or has made claim to have against any such personfor or by reason of any act, omission, matter, cause or thing whatsoeverarising 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 orknown or unknown.

# 25.           Costs and Expenses. TheBorrower reaffirms its agreement under the Credit Agreement to pay or reimbursethe Bank on demand for all costs and expenses incurred by the Bank inconnection with the Loan Documents and all other documents contemplatedthereby, including without limitation all reasonable fees and disbursements oflegal counsel. Without limiting the generality of the foregoing, the Borrowerspecifically agrees to pay all fees and disbursements of counsel to the Bankfor the services performed by such counsel in connection with the preparationof this Amendment and all related documents and instruments. The Borroweragrees that the Bank may, at any time or from time to time in its solediscretion and without further authorization by the Borrower, make a loan tothe Borrower under the Credit Agreement, or apply the proceeds of any loan, forthe purpose of paying any such fees, disbursements, costs and expenses and thefee required under paragraph 20 of this Amendment.

# 26.           Miscellaneous. This Amendmentmay be executed in any number of counterparts, each of which when so executedand delivered shall be deemed an original and all of which counterparts, takentogether, shall constitute one and the same instrument.

8

----

 

IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be duly executed as of the datefirst written above.

 
| WELLS FARGO BANK, NATIONAL ASSOCIATION | ANALYSTS INTERNATIONAL CORPORATION |
|----------------------------------------|------------------------------------|
|                                   |                               |
|                                   |                               |
| By                                     |                               |   | By |   |   |
|                                   | Ellen J. Trach                     |   | Marti R. Charpentier |
|                                   | Its Vice President                 |   | Its Vice President — Finance |
|                                   |                               |   |   |
|                                        |                                    |  |  |  |  |

M1:832170.05

 

 

9

----

**Exhibit A to Fifth Amendmentto Credit Agreement**

 

**COMPLIANCE CERTIFICATE**

, 2002

Wells Fargo Bank National AssociationSixth and Marquette AvenuesMinneapolis, Minnesota 55479Attention: Ellen J. Trach

**Compliance Certificate**

Ladies and Gentlemen:

Reference is made to the Credit Agreement dated as ofJanuary 31, 2000, as amended by a First Amendment to Credit Agreement dated asof December 12, 2000, a Second Amendment to Credit Agreement dated as of March30, 2001, but effective as of April 2, 2001, a Third Amendment to CreditAgreement dated as of August 6, 2001, a Fourth Amendment to Credit Agreementdated as of November 30, 2001, and a Fifth Amendment to Credit Agreement datedas of December 28, 2001 (as so amended, the “Credit Agreement”), entered intobetween Wells Fargo Bank, National Association, a national banking associationand Analysts International Corporation, a Minnesota corporation (the“Borrower”).

All terms defined in the Credit Agreement and nototherwise defined herein shall have the meanings given them in the CreditAgreement.

This is a Compliance Certificate submitted inconnection with the Borrower’s reporting obligations under Section 5.1(c) ofthe Credit Agreement as of and for the month ending                      , 2002 (the “Reporting Date”) and includesthe Borrower’s financial statements (the “Statements”) prepared as of and forthe Reporting Date.

I hereby certify to you as follows:

1.                                       I am the chief financial officer of theBorrower, and I am familiar with the financial statements and financial affairsof the Borrower.

2.                                       The Statements, and the computationsbelow, have been prepared in accordance with GAAP.

3.                                       The following computations set forth theBorrower’s compliance or non-compliance with the requirements set forth in theFinancial Covenants as of the Reporting Date:

 

10

----

 

**Section5.8 Monthly EBITDA**

EBITDA                                           $___________

 

**A.**            Pursuant to Section 5.8  of the Credit Agreement, as of the ReportingDate, the Borrower’s Monthly EBITDA o satisfieso does not satisfy the requirement setforth in the table below:
| **Covenant Computation Date** |   | **Monthly EBITDA** |
|-------------------------------|--------|--------------------|
| December 31,  2001            |   | (1,500,000         |
| January 31, 2002              |   | 150,000            |
| February 28,  2002            |   | (450,000)          |
| March 31, 2002                |   | 200,000            |
| April 30, 2002                |   | 430,000            |
| May 31, 2002                  |   | 580,000            |

** **

**Section5.9 Trailing 3 Month Net Cashflow**

 

Trailing 3 MonthNet Cashflow $_____________________

**B.**            Pursuant to Section 5.9 of theCredit Agreement, as of the Reporting Date, the Borrower’s trailing 3 month netcash flow o satisfies o doesnot satisfy the requirement set forth in the table below:
| **Covenant Computation Date** |   | **Trailing 3 Month Net Cashflow** |
|-------------------------------|--------|-----------------------------------|
| December 31,  2001            |   | (1,750,000)                       |
| January 31, 2002              |   | (2,750,000)                       |
| February 28,  2002            |   | (3,250,000)                       |
| March 31, 2002                |   | (2,750,000)                       |
| April 30, 2002                |   | (2,350,000)                       |
| May 31, 2002                  |   | (1,350,000)                       |

 

Attached hereto are all relevant facts in reasonable detail toevidence, and the computations of, the financial covenants referred to above.

4.                                       I have no knowledge of the occurrence ofany Default or Event of Default under the Credit Agreement, except as set forthin the attachments, if any, hereto.
| Very truly  yours,                     |
|----------------------------------------|
|                                   |
| **ANALYSTS INTERNATIONAL CORPORATION** |
|                                   |
| By                                     |   |
|                                   |
| Its                                    |   |
|                                        |  |  |

 

 

11

----

 

**Exhibit B to Fifth Amendmentto Credit Agreement**

 

**ADVANCE REQUEST WORKSHEET**

, 2002

Wells Fargo Bank NationalAssociation

Sixth and MarquetteAvenues

Minneapolis, Minnesota55479

Attention: Ellen J. Trach

** **

**Worksheet and Compliance Certificate**

Ladies and Gentlemen:

Reference is made to the Credit Agreement dated as ofJanuary 31, 2000, as amended by a First Amendment to Credit Agreement dated asof December 12, 2000, a Second Amendment to Credit Agreement dated as of March30, 2001, but effective as of April 2, 2001, a Third Amendment to CreditAgreement dated as of August 6, 2001, a Fourth Amendment to Credit Agreementdated as of November 30, 2001, and a Fifth Amendment to Credit Agreement datedas of December 28, 2001 (as so amended, the “Credit Agreement”), entered intobetween Wells Fargo Bank, National Association, a national banking associationand Analysts International Corporation, a Minnesota corporation (the“Borrower”).

All terms defined in the Credit Agreement and nototherwise defined herein shall have the meanings given them in the CreditAgreement.

This is a worksheet and compliance certificatesubmitted in connection with the Borrower’s obligations under Section 5.10 ofthe Credit Agreement as of and for the date set forth above on which theBorrower has requested an Advance (the “Advance Request Date”) and insatisfaction of the condition precedent under Section 3.2(c) of the CreditAgreement.  I hereby certify:

1.                                       I am the chief financial officer of theBorrower, and I am familiar with the financial statements and financial affairsof the Borrower.

2.                                       The Borrower’s financial statements, andthe computations below, have been prepared in accordance with GAAP.

3.                                       The following computations set forth theBorrower’s compliance or non-compliance with the Leverage Ratio requirementsset forth in Section 5.10 as of the Advance Request Date:

 

12

----

 

A.  **EBITDA**:  $(for the 12 months ending on the last day of the most recently completed month)

B. Calculation of **TotalPrincipal Indebtedness**
| Total Advances outstanding:                |   | $      |   |
|--------------------------------------------|--------|--------|--------|
| Advance requested:                         |   | $      |   |
| Note Purchase Agmt  principal outstanding: |   | $      |   |
|                                       |   |   |
| Total Principal  Indebtedness:             |   | $      |   |

 

C.  **Ratio** (choose one)

 

(i) AdvanceRequest Date is before prior month’s financial reports have been delivered toBank: Ratio = 4.0

 

(ii) AdvanceRequest Date is on or after prior month’s financial reports have been deliveredto Bank:  Ratio = 4.5

 

D.  **Ratio** x **EBITDA** =                     (“**Leverage**”)

 

E. Compliance(check one)

 

___  **Leverage** is less than or equal to **TotalPrincipal Indebtedness**

         (Borrower is in compliance withSection 5.10)

 

___  **Leverage** is greater than**TotalPrincipal Indebtedness**

         (Borrower is *not* in compliance with Section5.10)

 

 

4.                                       I have no knowledge of the occurrence ofany Default or Event of Default under the Credit Agreement, except as set forthin the attachments, if any, hereto.
| Very truly  yours,                     |
|----------------------------------------|
|                                   |
| **ANALYSTS INTERNATIONAL CORPORATION** |
|                                   |
| By                                     |   |
| Its                                    |   |
|                                        |  |  |

 

 

13

----