company and
Analysts International Strategic Sourcing Services, LLC, each a direct
wholly-owned Subsidiary of Borrower.
3.
CONDITIONS PRECEDENT.
THE EFFECTIVENESS OF THE CONSENTS AND
AMENDMENTS CONTEMPLATED HEREBY IS SUBJECT TO THE PRIOR RECEIPT BY AGENT OF EACH
OF THE FOLLOWING DOCUMENTS AND AGREEMENTS, EACH IN FORM AND SUBSTANCE ACCEPTABLE
TO AGENT IN ITS SOLE DISCRETION:
(A)
GUARANTIES EXECUTED BY EACH STAFFING SUBSIDIARY;
(B)
A PLEDGE AGREEMENT AMENDMENT EXECUTED BY BORROWER WITH RESPECT TO ALL
OF THE OUTSTANDING STOCK OF EACH STAFFING SUBSIDIARY;
(C)
SECURITY AGREEMENTS EXECUTED BY EACH STAFFING SUBSIDIARY IN FAVOR OF
AGENT;
(D)
SECRETARIES' CERTIFICATES OF EACH STAFFING SUBSIDIARY, WITH RESPECT TO
ARTICLES OF ORGANIZATION, BYLAWS, AUTHORIZING RESOLUTIONS AND INCUMBENCY
SIGNATURES;
(E)
AN OPINION OF COUNSEL TO THE STAFFING SUBSIDIARIES WITH RESPECT TO THE
DOCUMENTS, AGREEMENTS AND TRANSACTIONS DESCRIBED HEREIN; AND
(F)
A SUPPLEMENT TO THE DISCLOSURE SCHEDULE CONTEMPLATING THE
EFFECTIVENESS OF THE FORMATION OF THE STAFFING SUBSIDIARIES AND THE CONSUMMATION
OF THE REORGANIZATION AS SET FORTH IN SECTION 5.6 OF THE CREDIT AGREEMENT.
4.
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.
5.
REPRESENTATIONS AND WARRANTIES.
TO INDUCE AGENT TO ENTER INTO THIS
AMENDMENT, THE BORROWER AND EACH STAFFING SUBSIDIARY HEREBY JOINTLY AND
SEVERALLY REPRESENTS AND WARRANTS TO AGENT THAT:
(A)
THE EXECUTION, DELIVERY AND PERFORMANCE BY BORROWER AND EACH STAFFING
SUBSIDIARY OF THIS AMENDMENT AND EACH OTHER AGREEMENT AND DOCUMENT CONTEMPLATED
HEREBY ARE WITHIN THEIR CORPORATE OR LIMITED LIABILITY COMPANY POWER, HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR LIMITED LIABILITY COMPANY 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 OR ANY STAFFING SUBSIDIARY, THE ARTICLES OF INCORPORATION
AND BY-LAWS OF BORROWER OR THE ARTICLES OF ORGANIZATION AND BYLAWS OF ANY
STAFFING SUBSIDIARY, ANY ORDER, JUDGMENT OR DECREE OF ANY COURT OR GOVERNMENTAL
AGENCY, OR ANY AGREEMENT, INSTRUMENT OR DOCUMENT BINDING UPON BORROWER OR ANY
STAFFING SUBSIDIARY OR ANY OF THEIR RESPECTIVE PROPERTIES;
2
(B)
EACH OF THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, AS AMENDED BY
THIS AMENDMENT, AND EACH OTHER AGREEMENT AND DOCUMENT CONTEMPLATED HEREBY IS THE
LEGAL, VALID AND BINDING OBLIGATION OF BORROWER AND THE STAFFING SUBSIDIARIES
(AS APPLICABLE), ENFORCEABLE AGAINST BORROWER AND THE STAFFING SUBSIDIARIES (AS
APPLICABLE) 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)
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;
(D)
AFTER GIVING EFFECT TO THE AMENDMENTS