AMENDMENT FEE EQUAL TO ONE THOUSAND DOLLARS ($1,000).
3.
REFERENCES; EFFECTIVENESS.
AGENT AND BORROWER HEREBY AGREE THAT ALL
REFERENCES TO THE CREDIT AGREEMENT WHICH ARE CONTAINED IN ANY OF THE OTHER LOAN
DOCUMENTS SHALL REFER TO THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT.
4.
REPRESENTATIONS AND WARRANTIES.
TO INDUCE AGENT TO ENTER INTO THIS
AMENDMENT, BORROWER HEREBY REPRESENTS AND WARRANTS TO AGENT THAT:
(A)
(A) THE EXECUTION, DELIVERY AND PERFORMANCE BY BORROWER OF THIS
AMENDMENT ARE WITHIN ITS CORPORATE POWER, HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE ACTION, HAVE RECEIVED ALL NECESSARY GOVERNMENTAL APPROVAL
(IF ANY SHALL BE REQUIRED), AND DO NOT AND WILL NOT CONTRAVENE OR CONFLICT WITH
ANY PROVISION OF LAW APPLICABLE TO BORROWER, THE ARTICLES OF
1
INCORPORATION AND BY-LAWS OF BORROWER, ANY ORDER, JUDGMENT OR DECREE OF ANY
COURT OR GOVERNMENTAL AGENCY, OR ANY AGREEMENT, INSTRUMENT OR DOCUMENT BINDING
UPON BORROWER OR ANY OF ITS PROPERTY;
(B)
(B) EACH OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
AMENDED BY THIS AMENDMENT, ARE THE LEGAL, VALID AND BINDING OBLIGATION OF
BORROWER, ENFORCEABLE AGAINST BORROWER IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS
SUCH ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, REORGANIZATION,
MORATORIUM, FRAUDULENT TRANSFER OR OTHER SIMILAR LAWS AFFECTING CREDITORS'
RIGHTS GENERALLY OR BY PRINCIPLES GOVERNING THE AVAILABILITY OF EQUITABLE
REMEDIES;
(C)
(C) AFTER GIVING EFFECT TO THE AMENDMENTS SET FORTH HEREIN, THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS ARE TRUE AND ACCURATE AS OF THE DATE HEREOF WITH THE SAME FORCE
AND EFFECT AS IF SUCH HAD BEEN MADE ON AND AS OF THE DATE HEREOF; AND
(D)
(D) BORROWER HAS PERFORMED ALL OF ITS OBLIGATIONS UNDER THE CREDIT
AGREEMENT AND THE LOAN DOCUMENTS TO BE PERFORMED 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 THE CREDIT AGREEMENT AND EACH OF THE LOAN DOCUMENTS TO
BE OBSERVED AND PERFORMED BY IT AND NO EVENT OF DEFAULT OR OTHER EVENT WHICH,
UPON NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE AN EVENT OF DEFAULT, HAS
OCCURRED.
5.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE DIFFERENT PARTIES ON SEPARATE COUNTERPARTS, AND EACH
SUCH COUNTERPART SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL SUCH COUNTERPARTS
SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME AMENDMENT.
6.
CONTINUED EFFECTIVENESS.
EXCEPT AS AMENDED HEREBY, THE CREDIT
AGREEMENT AND EACH OF THE LOAN DOCUMENTS SHALL CONTINUE IN FULL FORCE AND EFFECT
ACCORDING TO ITS TERMS.
7.
COSTS AND EXPENSES. BORROWER HEREBY AGREES 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 THE OBLIGATIONS.
IN WITNESS WHEREOF, this Amendment has been executed as of the day and year
first written above.
ANALYSTS INTERNATIONAL CORPORATION
By
Its
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent, Security Trustee and