**EXHIBIT 10-n**

 

**THIRD AMENDMENT TOCREDIT AGREEMENT**

 

This Amendmentdated as of April 28, 2003 (this “Amendment”) to the Credit Agreement dated asof April 11, 2002, by and among General Electric Capital Corporation, aDelaware corporation, for the benefit of itself and as agent (“Agent”) forcertain other lenders (“Lenders”), the other Credit Parties signatory from timeto time thereto, and Analysts International Corporation, a Minnesotacorporation (“Borrower”) (as amended or otherwise modified from time to time,the “Credit Agreement”; capitalized terms used herein and not otherwise definedherein shall have the meaning ascribed to such terms in the Credit Agreement).

 

W I T N E S S E T H:

 

WHEREAS,pursuant to the Credit Agreement, Agent and Lenders agreed to provide certainloans and other financial accommodations to Borrower; and

 

WHEREAS,subject to the terms and conditions set forth herein, Borrower, Agent, for thebenefit of itself and Lenders, and the Credit Parties have agreed to amend theCredit Agreement in certain respects, as set forth below.

 

NOW,THEREFORE, in consideration of the premises and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,Agent, for itself and on behalf of Lenders, Borrower and the Credit Partieshereby agree as follows:

 

# **1.        Amendment to Credit Agreement.  Subject to the satisfaction of theconditions precedent set forth in Section 2 of this Amendment, and in relianceon the representations and warranties set forth in Section 4 of this Amendment,the Credit Agreement is amended as follows:**

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# **(a)       Section 1.10 of the Credit Agreement isamended and restated in its entirety to read as follows:**

 

Borrower shallmake each payment under this Agreement not later than 2:00 p.m. (New York time)on the day when due in immediately available funds in Dollars to the CollectionAccount.  For purposes of computinginterest as of any date, all payments shall be deemed received on the FirstBusiness Day following the Business Day on which immediately available fundstherefore are received in the Collection Account prior to 2:00 p.m. NewYork time, provided that funds that are received in the Collection Account whenno Loans are outstanding shall incur no interest.  Payments received after 2:00 p.m. New York time on anyBusiness Day or on a day that is not a Business Day shall be deemed to havebeen received on the following Business Day.

 

(b)      Subsection (d) of Section6.7 of the Credit Agreement is amended by (1) deleting the amount “$1,500,000”and substituting in lieu thereof the amount “$3,000,000” and (2) deleting theamount “$5,000,000” and substituting in lieu thereof the amount “$10,000,000”.

 

# **2.        Conditions Precedent.  The effectiveness of this Amendment issubject to the satisfaction of the conditions precedent that Agent shall havereceived:**

 

## **(a)           (a) NoDefault or Event of Default shall have occurred and be continuing, both beforeand after giving effect to the provisions of this Amendment; and**

 

## **(b)           (b)Borrower shall pay to Agent for the account of Agent an amendment fee equal toOne Thousand Dollars ($1,000).**

 

# **3.        References; Effectiveness.  Agent and Borrower hereby agree that allreferences to the Credit Agreement which are contained in any of the other LoanDocuments shall refer to the Credit Agreement as amended by this Amendment.**

 

# **4.        Representations and Warranties.  To induce Agent to enter into thisAmendment, Borrower hereby represents and warrants to Agent that:**

 

## **(a)           (a) Theexecution, delivery and performance by Borrower of this Amendment are withinits corporate power, have been duly authorized by all necessary corporateaction, have received all necessary governmental approval (if any shall berequired), and do not and will not contravene or conflict with any provision oflaw applicable to Borrower, the articles of**

 

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## **incorporation and by-laws ofBorrower, any order, judgment or decree of any court or governmental agency, orany agreement, instrument or document binding upon Borrower or any of itsproperty;**

 

## **(b)           (b) Eachof the Credit Agreement and the other Loan Documents, as amended by thisAmendment, are the legal, valid and binding obligation of Borrower, enforceableagainst Borrower in accordance with their terms, except as such enforceabilitymay be limited by applicable bankruptcy, reorganization, moratorium, fraudulenttransfer or other similar laws affecting creditors’ rights generally or byprinciples governing the availability of equitable remedies;**

 

## **(c)           (c)After giving effect to the amendments set forth herein, the representations andwarranties contained in the Credit Agreement and the other Loan Documents aretrue and accurate as of the date hereof with the same force and effect as ifsuch had been made on and as of the date hereof; and**

 

## **(d)           (d)Borrower has performed all of its obligations under the Credit Agreement andthe Loan Documents to be performed by it on or before the date hereof and as ofthe date hereof, Borrower is in compliance with all applicable terms and provisionsof the Credit Agreement and each of the Loan Documents to be observed andperformed by it and no Event of Default or other event which, upon notice orlapse of time or both, would constitute an Event of Default, has occurred.**

 

# **5.        Counterparts.  This Amendment may be executed in any numberof counterparts and by the different parties on separate counterparts, and eachsuch counterpart shall be deemed to be an original, but all such counterpartsshall together constitute but one and the same Amendment.**

 

# **6.        Continued Effectiveness.  Except as amended hereby, the CreditAgreement and each of the Loan Documents shall continue in full force andeffect according to its terms.**

 

# **7.        Costs and Expenses. Borrowerhereby agrees that all expenses incurred by Agent in connection with thepreparation, negotiation and closing of the transactions contemplated hereby,including, without limitation, reasonable attorneys’ fees and expenses, shallbe part of the Obligations.**

 

 

IN WITNESSWHEREOF, this Amendment has been executed as of the day and year first writtenabove.

 

 
|   | ANALYSTS  INTERNATIONAL CORPORATION                                           |
|--------|-------------------------------------------------------------------------------|
|   |                                                                          |
|   |                                                                          |
|   | By                                                                            |   |   |
|   | Its                                                                           |   |   |
|   |                                                                          |
|   |                                                                          |
|   | GENERAL  ELECTRIC CAPITAL CORPORATION,  as Agent, Security Trustee and Lender |
|   |                                                                          |
|   |                                                                          |
|   | By                                                                            |   |   |
|   | Its                                                                           |   |   |

 

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