Exhibit 10-h
EXECUTION COPY
FIRST AMENDMENT TO
CREDIT AGREEMENT
This Amendment is agreed to as of the 21st day of November, 2000, by and between
Analysts International Corporation, a Minnesota corporation (the "Borrower"),
and Wells Fargo Bank Minnesota, National Association, f/k/a Norwest Bank
Minnesota, National Association, a national banking association (the "Bank").
The Borrower and the Bank have entered into a Credit Agreement dated as of
January 31, 2000 (as amended, the "Credit Agreement").
The Borrower and the Bank wish to increase the amount of the revolving credit
facility provided under the Credit Agreement.
ACCORDINGLY, in consideration of the mutual covenants contained in the Credit
Agreement and herein, the parties hereby agree as follows:
1.
DEFINITIONS.
ALL TERMS DEFINED IN THE CREDIT AGREEMENT THAT ARE
NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN THEM IN THE CREDIT
AGREEMENT.
2.
AMENDMENT.
THE CREDIT AGREEMENT IS HEREBY AMENDED AS FOLLOWS:
(A)
THE AMOUNT, "$25,000,000," IN THE DEFINITION OF "FACILITY AMOUNT"
IN SECTION 1.1 OF THE CREDIT AGREEMENT IS HEREBY DELETED, AND THE AMOUNT,
"$30,000,000", IS SUBSTITUTED THEREFOR.
(B)
EXHIBIT B TO THE CREDIT AGREEMENT IS HEREBY DELETED, AND EXHIBIT A
TO THIS AMENDMENT IS HEREBY SUBSTITUTED THEREFOR.
3.
RENEWAL NOTE.
SIMULTANEOUSLY WITH THE EXECUTION OF THIS
AMENDMENT, THE BORROWER SHALL EXECUTE AND DELIVER TO THE BANK ITS PROMISSORY
NOTE IN THE FORM OF EXHIBIT A HERETO (THE "RENEWAL NOTE").
THE BANK SHALL
ACCEPT THE RENEWAL NOTE IN SUBSTITUTION FOR, BUT NOT IN PAYMENT OF, THE NOTE (AS
DEFINED IN THE CREDIT AGREEMENT, PRIOR TO THE DATE OF THIS AMENDMENT).
EACH
REFERENCE IN THE CREDIT AGREEMENT TO THE "NOTE" SHALL HEREAFTER BE DEEMED TO BE
A REFERENCE TO THE RENEWAL NOTE.
4.
AMENDMENT FEE. IN CONSIDERATION OF THE BANK'S ENTERING INTO THIS
AMENDMENT, THE BORROWER SHALL PAY THE BANK, ON OR BEFORE NOVEMBER 21, 2000, AN
AMENDMENT FEE IN THE AMOUNT OF $5,000. SUCH FEE SHALL BE DEEMED FULLY EARNED BY
THE BANK'S EXECUTION AND DELIVERY OF THIS AMENDMENT.
5.
REPRESENTATIONS AND WARRANTIES.
THE BORROWER HEREBY REPRESENTS
AND WARRANTS TO THE BANK AS FOLLOWS:
1
(A)
THE BORROWER HAS ALL REQUISITE POWER AND AUTHORITY, CORPORATE OR
OTHERWISE, TO EXECUTE AND DELIVER THIS AMENDMENT AND THE RENEWAL NOTE, AND TO
PERFORM THIS AMENDMENT, THE RENEWAL NOTE, AND THE CREDIT AGREEMENT AS AMENDED
HEREBY.
THIS AMENDMENT AND THE RENEWAL NOTE HAVE BEEN DULY AND VALIDLY EXECUTED
AND DELIVERED TO THE BANK BY THE BORROWER, AND THIS AMENDMENT, THE RENEWAL NOTE
AND THE CREDIT AGREEMENT AS AMENDED HEREBY CONSTITUTE THE BORROWER'S LEGAL,
VALID AND BINDING OBLIGATIONS ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS
AMENDMENT AND THE RENEWAL NOTE, AND THE PERFORMANCE OF THE CREDIT AGREEMENT AS
AMENDED HEREBY, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION AND DO NOT AND
WILL NOT (I) REQUIRE ANY AUTHORIZATION, CONSENT OR APPROVAL BY ANY GOVERNMENTAL
DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR
FOREIGN, (II) VIOLATE THE ARTICLES OF INCORPORATION OR BYLAWS OF THE BORROWER OR