Exhibit 4.1




 




SECOND AMENDMENT TO CREDIT AGREEMENT




 




This SECOND AMENDMENT TO CREDIT AGREEMENT is dated as

of August 30, 2002 (this “Amendment”), among Alternative Resources

Corporation (“ARC”), ARC Service, Inc., ARC Solutions, Inc., ARC

Midholding, Inc., and Writers Inc. (collectively, the “Borrowers”), and

Fleet Capital Corporation (the “Lender”).




 




WHEREAS, the Borrowers and the Lender are parties to a

Credit and Security Agreement dated as of January 31, 2002, as amended by the

certain First Amendment to Credit Agreement and Waiver dated as of August 8,

2002 (as so amended, the “Credit Agreement”); and




 




WHEREAS, the Borrowers and the Lender desire to amend

and restate Section 8.10(c) of the Credit Agreement;




 




NOW, THEREFORE, in consideration of the foregoing and

the agreements contained herein, the parties hereby agree as follows:




 




1.             Capitalized Terms.




 




Capitalized terms used herein which are defined in the

Credit Agreement have the same meanings herein as therein, except to the extent

that such meanings are amended hereby.




 




2.             Amendment of Section 8.10(c) of the Credit Agreement.




 




The Borrowers and the Lender hereby agree that Section

8.10(c) of the Credit Agreement shall be amended and restated in its entirety

to read as follows:




 




“(c)         Fixed Charge Coverage Shortfall.  The amount by which (a) the aggregate Fixed

Charges of ARC and its Subsidiaries for each fiscal period set forth below,

exceeds (b) the total of (i) EBITDA of ARC and its Subsidiaries for such period

(determined on a consolidated basis without duplication in accordance with

GAAP) minus (ii) the aggregate amount of all Non-Financed Capital

Expenditures during such period minus (iii) the aggregate amount paid,

or required to be paid (without duplication), in cash in respect of the current

portion of all income taxes for such period minus (iv) the aggregate

amount of dividends and distributions permitted to be paid under Section 8.6

and actually paid in cash during such period, shall not be greater than the

maximum shortfall amount set opposite such fiscal period:




 








	

  Fiscal

  Period


  	

   


  	

  Maximum Shortfall


  Amount


  	

   


  
	

  July 1 through July 31,

  2002


  	

   


  	

  $250,000


  	

   


  
	

  July 1 through August

  31, 2002


  	

   


  	

  $150,000


  	

   


  
	

  July 1 through

  September 30, 2002


  	

   


  	

  $250,000”


  	

   


  










 





























 




3.             Amendment of Exhibit D to the

Credit Agreement.




 




The Borrowers and the Lender hereby agree that Exhibit

D to the Credit Agreement shall be replaced with the new form of Exhibit D

attached thereto.




 




4.             No Default; Representations and Warranties, etc.




 




The Borrowers hereby represent, warrant and confirm

that: (a) the representations and warranties of the Credit Parties contained in

Article 5 of the Credit Agreement are true and correct on and as of the date

hereof as if made on such date (except to the extent that such representations

and warranties expressly relate to an earlier date); (b) after giving effect to

this Amendment, the Borrowers are in compliance with all of the terms and

provisions set forth in the Credit Agreement and the other Loan Documents; (c)

after giving effect to this Amendment, no Default has occurred and is

continuing; and (d) the execution, delivery and performance by the

Borrowers of this Amendment (i) have been duly authorized by all necessary

action on the part of the Borrowers, (ii) will not violate any applicable law

or regulation or the organizational documents of any Borrower, (iii) will not

violate or result in a default under any indenture, agreement or other

instrument binding on any Borrower or any of its assets, including without

limitation, any Subordinated Debt Document, and (iv) do not require any

consent, waiver or approval of or by any Person (other than the Lender) which

has not been obtained.




 




5.             Miscellaneous.




 




(a)           Except

as specifically amended hereby, all of the terms and provisions of the Credit

Agreement, the other Loan Documents and all related documents, shall remain in

full force and effect.




 




(b)           This

Amendment may be executed in any number of counterparts, each of which, when

executed and delivered, shall be an original, but all counterparts shall

together constitute one instrument. 

Delivery of an executed signature page hereto by facsimile transmission

shall be effective as delivery of a manually executed counterpart hereof.




 




(c)           This

Amendment shall be governed by the laws of The Commonwealth of Massachusetts and

shall be binding upon and inure to the benefit of the parties hereto and their

respective successors and assigns.




 




[Remainder of Page Left Intentionally Blank]




 




2





























 




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be

duly executed by their respective authorized officers as of the day and year

first above written.




 




	

   


  	

  BORROWERS


  
	

   


  	

   


  
	

   


  	

  ALTERNATIVE

  RESOURCES CORPORATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  ARC SERVICE,

  INC.


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  ARC SOLUTIONS,

  INC.


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  ARC MIDHOLDING,

  INC.


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  WRITERS INC.


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  





 




3





























 




	

   


  	

   


  
	

   


  	

  LENDER


  
	

   


  	

   


  
	

   


  	

  FLEET CAPITAL

  CORPORATION, as Lender


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  ISSUING LENDER


  
	

   


  	

   


  
	

   


  	

  FLEET NATIONAL

  BANK, as Issuing Lender


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

   


  	

  CASH MANAGEMENT

  BANK


  
	

   


  	

   


  
	

   


  	

  FLEET NATIONAL

  BANK, as Cash Management Bank


  
	

   


  	

   


  
	

   


  	

  By


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  





 




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