RELEASES AND
FOREVER DISCHARGES THE BANK, AND ANY AND ALL PARTICIPANTS, PARENT CORPORATIONS,
SUBSIDIARY CORPORATIONS, AFFILIATED CORPORATIONS, INSURERS, INDEMNITORS,
SUCCESSORS AND ASSIGNS THEREOF, TOGETHER WITH ALL OF THE PRESENT AND FORMER
DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES OF ANY OF THE FOREGOING, FROM ANY AND
ALL CLAIMS, DEMANDS OR CAUSES OF ACTION OF ANY KIND, NATURE OR DESCRIPTION,
WHETHER ARISING IN LAW OR EQUITY OR UPON CONTRACT OR TORT OR UNDER ANY STATE OR
FEDERAL LAW OR OTHERWISE, WHICH THE BORROWER HAS HAD, NOW HAS OR HAS MADE CLAIM
TO HAVE AGAINST ANY SUCH PERSON FOR OR BY REASON OF ANY ACT, OMISSION, MATTER,
CAUSE OR THING WHATSOEVER ARISING FROM THE BEGINNING OF TIME TO AND INCLUDING
THE DATE OF THIS AMENDMENT, WHETHER SUCH CLAIMS, DEMANDS AND CAUSES OF ACTION
ARE MATURED OR UNMATURED OR KNOWN OR UNKNOWN.
25.
COSTS AND EXPENSES. THE BORROWER REAFFIRMS ITS AGREEMENT UNDER THE
CREDIT AGREEMENT TO PAY OR REIMBURSE THE BANK ON DEMAND FOR ALL COSTS AND
EXPENSES INCURRED BY THE BANK IN CONNECTION WITH THE LOAN DOCUMENTS AND ALL
OTHER DOCUMENTS CONTEMPLATED THEREBY, INCLUDING WITHOUT LIMITATION ALL
REASONABLE FEES AND DISBURSEMENTS OF LEGAL COUNSEL. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE BORROWER SPECIFICALLY AGREES TO PAY ALL FEES
AND DISBURSEMENTS OF COUNSEL TO THE BANK FOR THE SERVICES PERFORMED BY SUCH
COUNSEL IN CONNECTION WITH THE PREPARATION OF THIS AMENDMENT AND ALL RELATED
DOCUMENTS AND INSTRUMENTS. THE BORROWER AGREES THAT THE BANK MAY, AT ANY TIME OR
FROM TIME TO TIME IN ITS SOLE DISCRETION AND WITHOUT FURTHER AUTHORIZATION BY
THE BORROWER, MAKE A LOAN TO THE BORROWER UNDER THE CREDIT AGREEMENT, OR APPLY
THE PROCEEDS OF ANY LOAN, FOR THE PURPOSE OF PAYING ANY SUCH FEES,
DISBURSEMENTS, COSTS AND EXPENSES AND THE FEE REQUIRED UNDER PARAGRAPH 20 OF
THIS AMENDMENT.
26.
MISCELLANEOUS. THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN
ORIGINAL AND ALL OF WHICH COUNTERPARTS, TAKEN TOGETHER, SHALL CONSTITUTE ONE AND
THE SAME INSTRUMENT.
8
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first written above.
WELLS FARGO BANK, NATIONAL ASSOCIATION
ANALYSTS INTERNATIONAL CORPORATION
By
By
Ellen J. Trach
Marti R. Charpentier
Its Vice President
Its Vice President - Finance
9
Exhibit A to Fifth Amendment
to Credit Agreement
COMPLIANCE CERTIFICATE
, 2002
Wells Fargo Bank National Association
Sixth and Marquette Avenues
Minneapolis, Minnesota 55479
Attention: Ellen J. Trach
Compliance Certificate
Ladies and Gentlemen:
Reference is made to the Credit Agreement dated as of January 31, 2000, as
amended by a First Amendment to Credit Agreement dated as of December 12, 2000,
a Second Amendment to Credit Agreement dated as of March 30, 2001, but effective
as of April 2, 2001, a Third Amendment to Credit Agreement dated as of August 6,
2001, a Fourth Amendment to Credit Agreement dated as of November 30, 2001, and
a Fifth Amendment to Credit Agreement dated as