**EXHIBIT 10-o**

 

**CONSENT AND FOURTHAMENDMENT TO CREDIT AGREEMENT**

 

This Consentand Fourth Amendment to Credit Agreement (this “Amendment”) is dated as ofDecember 31, 2003, and is by and among General Electric Capital Corporation, aDelaware corporation, individually as a Lender and as Agent and SecurityTrustee for the Lenders, Analysts International Corporation, a Minnesotacorporation (“Borrower”), Analysts International Management Services, LLC, aMinnesota limited liability company (“AIMS”), Analysts International BusinessSolution Services, LLC, a Minnesota limited liability company (“AIBSS”),Analysts International Business Resource Services, LLC, a Minnesota limitedliability company (“AIBRS”), and Analysts International Strategic SourcingServices, LLC, (“AISSS” and together with AIMS, AIBSS and AIBRS, the “StaffingSubsidiaries” and each a “Staffing Subsidiary”).

 

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 amongGeneral Electric Capital Corporation, a Delaware corporation, individually as aLender and as Agent and Security Trustee for the Lenders, the other CreditParties signatory from time to time thereto, and Borrower (as amended orotherwise modified from time to time, the “Credit Agreement”; capitalized termsused herein and not otherwise defined herein shall have the meaning ascribed tosuch terms in the Credit Agreement), Agent and Lenders agreed, subject to theterms and provisions thereof, to provide certain loans and other financialaccommodations to Borrower;

 

WHEREAS,Borrower has advised Agent and Lenders that Borrower desires (a) to create theStaffing Subsidiaries, each a direct wholly-owned Subsidiary of Borrower (the“Staffing Subsidiary Formation”), (b) establish a Blocked Account for eachStaffing Subsidiary (the “Blocked Account Establishment”) and (c) to transfersubstantially all of Borrower’s employees to the Staffing Subsidiaries to beleased back to the Borrower under the Employee Services Agreements (the“Reorganization”);

 

WHEREAS,absent the prior written consent of Requisite Lenders, consummation of theStaffing Subsidiary Formation, the Blocked Account Establishment and theReorganization would constitute breaches of Sections 1.8, 6.1, 6.4 and 6.8 andAnnex C of the Credit Agreement and separate Events of Default pursuant toSection 8.1(b) of the Credit Agreement;

 

WHEREAS,Borrower has requested that Agent and Requisite Lenders (i) consent to theStaffing Subsidiary Formation, (ii) consent to the Blocked Account Establishment,(iii) consent to the consummation of the Reorganization and (iv) agree to amendthe Credit 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,the parties hereto agree as follows:

 

1.        Joinder and Consent.  Agent, Lenders, Borrower and each StaffingSubsidiary hereby agree that from and following the date hereof each StaffingSubsidiary shall at all times be a Credit Party for purposes of the CreditAgreement and all other Loan Documents. Subject to the satisfaction of the conditions precedent set forth inSection 4 of this Amendment, and in reliance on the representations andwarranties set forth in Section 6 of this Amendment, Agent and Lenders herebyconsent to the Staffing Subsidiary Formation, the Blocked Account Establishmentand the Reorganization.  Except to theextent expressly set forth herein, the foregoing consents shall not constitute(a) a modification or alteration of the terms, conditions or covenants of theCredit Agreement or any document entered into in connection therewith,(including, without limitation, the terms and provisions of Sections 6.2 and6.3 of the Credit Agreement), or (b) a waiver, release or limitation upon theexercise by Agent or Lender of any of its rights, legal or equitable, hereunderor under the Credit Agreement or any other Loan Document.  Except as set forth above, each of the Agentand Lender reserves any and all rights and remedies which it has had, has ormay have under the Credit Agreement and each other Loan Document.

 

# **2.        Amendments to Credit Agreement.  Subject to the satisfaction of theconditions precedent set forth in Section 3 of this Amendment, and in relianceon the representations and warranties set forth in Section 5 of this Amendment,the Credit Agreement is hereby amended as follows:**

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## **(a)       Section5.1 is hereby amended by inserting the words “or limited liability company”prior to the word “existence” in the first clause thereof.**

 

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## **(b)      Clause(vii) of subsection 6.3(a) of the Credit Agreement is hereby amended byinserting “other than the Staffing Subsidiaries” after the words “(x) any otherCredit Party” in such clause.**

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## **(c)       Section6.14 is hereby amended and restated in its entirety as follows:**

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“No CreditParty shall make any Restricted Payment, except (a) intercompany loans andadvances between Borrower and Guarantors other than the Staffing Subsidiariesand between Borrower and Analysts UK, in each case to the extent permitted by Section6.3, (b) dividends and distributions by Subsidiaries of Borrower paidto Borrower, (c) employee payments and loans permitted under either Section6.4 or Section 6.22, (d) payments of principal and interest ofIntercompany Notes issued in accordance with Section 6.3 and(e) purchases of stock for purposes of funding matching grants to 401(k)plans maintained by Borrower.”

 

## **(d)      Section6.20 of the Credit Agreement is hereby amended and restated in its entirety asfollows:**

## ** **

“None of theCredit Parties other than Borrower shall engage in any trade or business, orown any assets (other than Stock of their Subsidiaries) or incur anyIndebtedness or Guaranteed Indebtedness (other than the Obligations), providedthat Medical Staffing shall be permitted to engage in its relevantbusiness and own assets and the Staffing Subsidiaries shall be permitted toemploy personnel to be leased back to the Borrower under those certain EmployeeServices Agreements by and between Borrower and each Staffing Subsidiary (the“Employee Services Agreement”).”

 

## **(e)       AnnexA to the Credit Agreement is hereby amended by inserting the followingdefinition in appropriate alphabetical order:**

## ** **

“StaffingSubsidiaries” means Analysts International Management Services, LLC, aMinnesota limited liability company, Analysts International Business SolutionServices, LLC, a Minnesota limited liability company, Analysts InternationalBusiness Resource Services, LLC, a Minnesota limited liability company andAnalysts International Strategic Sourcing Services, LLC, each a directwholly-owned Subsidiary of Borrower.

 

# **3.        Conditions Precedent.  The effectiveness of the consents andamendments contemplated hereby is subject to the prior receipt by Agent of eachof the following documents and agreements, each in form and substanceacceptable to Agent in its sole discretion:**

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## **(a)       Guarantiesexecuted by each Staffing Subsidiary;**

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## **(b)      APledge Agreement Amendment executed by Borrower with respect to all of theoutstanding Stock of each Staffing Subsidiary;**

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## **(c)       SecurityAgreements executed by each Staffing Subsidiary in favor of Agent;**

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## **(d)      Secretaries’Certificates of each Staffing Subsidiary, with respect to articles oforganization, bylaws, authorizing resolutions and incumbency signatures;**

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## **(e)       anopinion of counsel to the Staffing Subsidiaries with respect to the documents,agreements and transactions described herein; and**

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## **(f)       Asupplement to the Disclosure Schedule contemplating the effectiveness of theformation of the Staffing Subsidiaries and the consummation of theReorganization as set forth in Section 5.6 of the Credit Agreement.**

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# **4.        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.**

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# **5.        Representations and Warranties.  To induce Agent to enter into thisAmendment, the Borrower and each Staffing Subsidiary hereby jointly andseverally represents and warrants to Agent that:**

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## **(a)       Theexecution, delivery and performance by Borrower and each Staffing Subsidiary ofthis Amendment and each other agreement and document contemplated hereby arewithin their corporate or limited liability company power, have been dulyauthorized by all necessary corporate or limited liability company action, havereceived all necessary governmental approval (if any shall be required), and donot and will not contravene or conflict with any provision of law applicable toBorrower or any Staffing Subsidiary, the articles of incorporation and by-lawsof Borrower or the articles of organization and bylaws of any StaffingSubsidiary, any order, judgment or decree of any court or governmental agency,or any agreement, instrument or document binding upon Borrower or any StaffingSubsidiary or any of their respective properties;**

 

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## **(b)      Eachof the Credit Agreement, the other Loan Documents, as amended by thisAmendment, and each other agreement and document contemplated hereby is thelegal, valid and binding obligation of Borrower and the Staffing Subsidiaries(as applicable), enforceable against Borrower and the Staffing Subsidiaries (asapplicable) in accordance with their terms, except as such enforceability maybe limited by applicable bankruptcy, reorganization, moratorium, fraudulenttransfer or other similar laws affecting creditors’ rights generally or byprinciples governing the availability of equitable remedies;**

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## **(c)       Aftergiving 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;**

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## **(d)      Aftergiving effect to the amendments set forth herein, Borrower has performed all ofits obligations under the Credit Agreement and the Loan Documents to beperformed by it on or before the date hereof and as of the date hereof,Borrower is in compliance with all applicable terms and provisions of theCredit Agreement and each of the Loan Documents to be observed and performed byit and, except to the extent otherwise waived by the provisions hereof, noEvent of Default or other event which, upon notice or lapse of time or both,would constitute an Event of Default, has occurred.**

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# **6.        Additional Event of Default.  An Event of Default shall exist if theBorrower, Medical Staffing and the Staffing Subsidiaries do not within 45 daysof the date hereof enter into either (a) an amendment to that certain PledgedAccount Agreement, dated July 24, 2002, by and among Borrower, Agent and HarrisTrust and Savings Bank (“Harris”) to join Medical Staffing and the StaffingSubsidiaries thereto and to cover the Blocked Accounts of Medical Staffing andthe Staffing Subsidiaries or (b) new blocked account agreements, by and amongAgent, Harris and each Staffing Subsidiary and Medical Staffing covering theBlocked Accounts of Medical Staffing and the Staffing Subsidiaries, each inform and substance satisfactory to Agent.**

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# **7.        Amendment Fee.  Borrower**hereby agrees to pay toAgent, for distribution to the Lenders existing as of the date hereof basedupon their respective Pro Rata Shares as of the date hereof, a fee (the“Amendment Fee”) in respect of the transactions contemplated pursuant to thisAmendment in the amount of $5,000, which amount shall be fully earned as of thedate hereof, and shall be payable in full on the date hereof.

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# **8.        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.**

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

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# **10.      Costs and Expenses. Borrower herebyagrees 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 theObligations.**

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

 

 
|   | ANALYSTS  INTERNATIONAL CORPORATION               |
|--------|---------------------------------------------------|
|   |                                              |
|   |                                              |
|   | By                                                |   |   |
|   | Its                                               |   |   |
|   |                                              |
|   | ANALYSTS  INTERNATIONAL MANAGEMENT SERVICES,  LLC |
|   |                                              |
|   |                                              |
|   | By                                                |   |   |
|   | Its                                               |   |   |

 

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|   | ANALYSTS  INTERNATIONAL BUSINESS SOLUTION  SERVICES, LLC                      |
|--------|-------------------------------------------------------------------------------|
|   |                                                                          |
|   | By                                                                            |   |   |
|   | Its                                                                           |   |   |
|   |                                                                          |
|   |                                                                          |
|   | ANALYSTS  INTERNATIONAL BUSINESS RESOURCE  SERVICES, LLC                      |
|   |                                                                          |
|   |                                                                          |
|   | By                                                                            |   |   |
|   | Its                                                                           |   |   |
|   |                                                                          |
|   |                                                                          |
|   | ANALYSTS  INTERNATIONAL STRATEGIC SOURCING  SERVICES, LLC                     |
|   |                                                                          |
|   | By                                                                            |   |   |
|   | Its                                                                           |   |   |
|   |                                                                          |
|   |                                                                          |
|   | GENERAL  ELECTRIC CAPITAL CORPORATION,  as Agent, Security Trustee and Lender |
|   |                                                                          |
|   |                                                                          |
|   | By                                                                            |   |   |
|   |                                                                          | An  Authorized Signatory |   |

 

 

**REAFFIRMATION**

 

MedicalConcepts Staffing, Inc., a Minnesota corporation (the “Guarantor”), hereby (i)acknowledges receipt of a copy of the foregoing Consent and Fourth Amendment toCredit Agreement (the “Amendment”); (ii) affirms that nothing containedin the Amendment shall modify in any respect whatsoever any Loan Document towhich Guarantor is a party; and (iii) reaffirms that such Loan Documents andall obligations of the Guarantor thereunder shall continue to remain in fullforce and effect.

 

IN WITNESSWHEREOF, Guarantor has executed this Reaffirmation on and as of the date of theAmendment.

 

 
|   | MEDICAL  CONCEPTS STAFFING, INC. |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By                               |   |   |
|   | Its                              |   |   |

 

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