ANY PROVISION OF ANY LAW, RULE, REGULATION OR ORDER PRESENTLY IN EFFECT HAVING
APPLICABILITY TO THE BORROWER, OR (III) RESULT IN A BREACH OF OR CONSTITUTE A
DEFAULT UNDER ANY INDENTURE OR AGREEMENT TO WHICH THE BORROWER IS A PARTY OR BY
WHICH THE BORROWER OR ITS PROPERTIES MAY BE BOUND OR AFFECTED.
(C)
ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV
OF THE CREDIT AGREEMENT ARE CORRECT ON AND AS OF THE DATE HEREOF AS THOUGH MADE
ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND
WARRANTIES RELATE SOLELY TO AN EARLIER DATE.
6.
CONDITIONS.
THE AMENDMENTS SET FORTH IN PARAGRAPH 2 SHALL BE
EFFECTIVE ONLY IF THE BANK HAS RECEIVED (OR WAIVED THE RECEIPT OF) EACH OF THE
FOLLOWING, IN FORM AND SUBSTANCE SATISFACTORY TO THE BANK, ON OR BEFORE NOVEMBER
21, 2000 (OR SUCH LATER DATE AS THE BANK MAY AGREE TO IN WRITING):
(A)
THE RENEWAL NOTE, DULY EXECUTED ON BEHALF OF THE BORROWER.
(B)
THIS AMENDMENT, DULY EXECUTED BY THE BORROWER.
(C)
THE AMENDMENT FEE REQUIRED UNDER PARAGRAPH 4.
(D)
A COPY OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE
BORROWER EVIDENCING APPROVAL OF THIS AMENDMENT, THE RENEWAL NOTE, THE CREDIT
AGREEMENT AS AMENDED HEREBY, AND THE OTHER MATTERS CONTEMPLATED HEREBY,
CERTIFIED AS ACCURATE BY THE SECRETARY OF THE BORROWER.
(E)
A CERTIFICATE OF THE SECRETARY OF THE BORROWER (I) STATING THAT
THERE HAVE BEEN NO AMENDMENTS TO OR RESTATEMENTS OF THE ARTICLES OF
INCORPORATION OR BYLAWS OF THE BORROWER AS FURNISHED TO THE BANK IN CONNECTION
WITH THE EXECUTION AND DELIVERY OF THE CREDIT AGREEMENT OTHER THAN THOSE THAT
MAY BE ATTACHED TO THE CERTIFICATE, AND (II) CERTIFYING THE NAMES OF THE
OFFICERS OF THE BORROWER THAT ARE AUTHORIZED TO SIGN THE
2
DOCUMENTS TO BE DELIVERED PURSUANT TO THIS AGREEMENT, TOGETHER WITH THE TRUE
SIGNATURES OF SUCH OFFICERS.
7.
MISCELLANEOUS.
THE BORROWER SHALL PAY ALL COSTS AND EXPENSES OF
THE BANK, INCLUDING ATTORNEYS' FEES, INCURRED IN CONNECTION WITH THE DRAFTING
AND PREPARATION OF THIS AMENDMENT AND ANY RELATED DOCUMENTS.
EXCEPT AS AMENDED
BY THIS AMENDMENT, ALL OF THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT SHALL
REMAIN IN FULL FORCE AND EFFECT.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO
BE AN ORIGINAL AND ALL OF WHICH COUNTERPARTS OF THIS AMENDMENT, TAKEN TOGETHER,
SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
THIS AMENDMENT SHALL BE
GOVERNED BY THE SUBSTANTIVE LAW OF THE STATE OF MINNESOTA.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the date first above written.
ANALYSTS INTERNATIONAL
CORPORATION
By
Marti R. Charpentier
Its Chief Financial Officer
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By
Richard G. Trembley
Its Vice President
3
Exhibit A
(Exhibit B to Credit Agreement)
PROMISSORY NOTE
$30,000,000
Minneapolis, Minnesota
November 21, 2000
For value received, Analysts International Corporation, a Minnesota corporation
(the "Borrower"), promises to