SET FORTH HEREIN, 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, EXCEPT TO THE EXTENT OTHERWISE WAIVED BY THE PROVISIONS HEREOF, NO
EVENT OF DEFAULT OR OTHER EVENT WHICH, UPON NOTICE OR LAPSE OF TIME OR BOTH,
WOULD CONSTITUTE AN EVENT OF DEFAULT, HAS OCCURRED.
6.
ADDITIONAL EVENT OF DEFAULT.
AN EVENT OF DEFAULT SHALL EXIST IF THE
BORROWER, MEDICAL STAFFING AND THE STAFFING SUBSIDIARIES DO NOT WITHIN 45 DAYS
OF THE DATE HEREOF ENTER INTO EITHER (A) AN AMENDMENT TO THAT CERTAIN PLEDGED
ACCOUNT AGREEMENT, DATED JULY 24, 2002, BY AND AMONG BORROWER, AGENT AND HARRIS
TRUST AND SAVINGS BANK ("HARRIS") TO JOIN MEDICAL STAFFING AND THE STAFFING
SUBSIDIARIES THERETO AND TO COVER THE BLOCKED ACCOUNTS OF MEDICAL STAFFING AND
THE STAFFING SUBSIDIARIES OR (B) NEW BLOCKED ACCOUNT AGREEMENTS, BY AND AMONG
AGENT, HARRIS AND EACH STAFFING SUBSIDIARY AND MEDICAL STAFFING COVERING THE
BLOCKED ACCOUNTS OF MEDICAL STAFFING AND THE STAFFING SUBSIDIARIES, EACH IN FORM
AND SUBSTANCE SATISFACTORY TO AGENT.
7.
AMENDMENT FEE.
BORROWER HEREBY AGREES TO PAY TO AGENT, FOR
DISTRIBUTION TO THE LENDERS EXISTING AS OF THE DATE HEREOF BASED UPON THEIR
RESPECTIVE PRO RATA SHARES AS OF THE DATE HEREOF, A FEE (THE "AMENDMENT FEE") IN
RESPECT OF THE TRANSACTIONS CONTEMPLATED PURSUANT TO THIS AMENDMENT IN THE
AMOUNT OF $5,000, WHICH AMOUNT SHALL BE FULLY EARNED AS OF THE DATE HEREOF, AND
SHALL BE PAYABLE IN FULL ON THE DATE HEREOF.
8.
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.
9.
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.
10.
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
ANALYSTS INTERNATIONAL MANAGEMENT SERVICES,
LLC
By
Its
3
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
Medical Concepts Staffing, Inc., a Minnesota corporation (the "Guarantor"),
hereby (i) acknowledges receipt of a copy of the foregoing Consent and Fourth
Amendment to Credit Agreement (the "Amendment"); (ii) affirms that nothing