Prepared by MerrillDirect





EXHIBIT  4.1


NINTH
AMENDMENT TO CREDIT AGREEMENT


 


          THIS
NINTH AMENDMENT TO CREDIT AGREEMENT 
dated as of April 30, 2000 (the “Amendment”), is among Alternative
Resources Corporation, a Delaware corporation, the undersigned Lenders and
American National Bank and Trust Company of Chicago, as Agent and as a
Lender.  Unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed to them
in the Credit Agreement (as hereinafter defined).


W
I T N E S S E T H:


             WHEREAS,
the Borrower, the Agent and the Lenders entered into that certain Credit
Agreement dated as of November 7, 1997 (as heretofore amended and as the same
may hereafter be amended, modified, restated or otherwise supplemented from
time to time, the “Credit Agreement”);


             WHEREAS,
the Borrower, Agent and the Lenders wish to make certain amendments to the
Credit Agreement;


             NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, each of the undersigned agrees as follows:


1.          Amendments to Credit Agreement.


             Borrower
has requested and the Lenders, subject to the terms and conditions set forth
herein, hereby consent to an increase in the face amount of the Letter of
Credit, heretofore issued by Agent in favor of Hartford Fire Insurance Company
for the account of Borrower. 
Accordingly, Article I of the Credit Agreement is hereby amended by
deleting the amount “$432,011” appearing in the definition of “Letter of
Credit” and substituting the amount “$850,011” in lieu thereof.  Agent shall issue, substantially
contemporaneously herewith, an amendment to the Letter of Credit, amending and
increasing the stated face amount thereof as aforesaid.  All Lenders will be deemed to have purchased
an undivided pro rata participation and interest in the incremental amount of
the Letter of Credit as increased hereunder, in accordance with the terms of
the Seventh Amendment to Credit Agreement and Amendment to Collateral Documents
and Guaranties dated as of December 4, 2000 by and between Agent and
Borrower.  Nothing herein is intended or
shall be construed to permit or consent to the issuance of or to constitute an
agreement by Lenders to issue any further letters of credit or to increase the
face amount of the Letter of Credit, except as expressly provided hereunder.


2.          Release.


             In
consideration for the agreement of the Agent and the Lenders to this Amendment,
Borrower hereby releases and forever discharges Agent, each Lender, each of
their parent corporations, affiliated corporations, subsidiary corporations,
predecessor corporations and successor corporations, and the past and present
officers, directors, agents, assigns, subrogees, servants, employees, financial
advisors and attorneys of each of them from any and all claims, actions, causes
of action, choses in action and suits of every kind and nature whatsoever,
whether at law or in equity, under any facts or legal theory that Borrower ever
had, now has, or hereafter can, shall or may have, in any way related to,
arising out of or based upon this Agreement, the Credit Agreement or any Loan
Document, except for any such claims arising out of Agent’s or any Lender’s
future willful breach of this Agreement.


3.          Representations.


             In
order to induce the Lenders to execute and deliver this Amendment, the Borrower
hereby represents to the Lenders that as of the date hereof, the
representations and warranties set forth in Article 5 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 5.4 shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Lenders) and the Borrower is in
compliance with all of the terms and conditions of the Credit Agreement and no
Unmatured Default or Default has occurred and is continuing under the Credit
Agreement or shall result after giving effect to this Amendment.


4.          Conditions Precedent.  This effectiveness of this Amendment shall
be subject to the satisfaction of all of the following conditions:


             (a)         Certain Documents.  Agent shall have received this Amendment
duly executed by the Borrower and the Lenders.


             (b)         No Default.  After giving effect to this Amendment and the waivers contained
herein, no Unmatured Default or Default shall have occurred and be continuing
or will result from the execution and delivery of, or the performance by
Borrower of any of its obligations under this Amendment.


             (c)         Guarantors Consent.  The Guarantors shall have consented hereto
in the space provided for such purpose below.


5.          Miscellaneous.


             (a)         This Amendment shall become effective
upon the execution and delivery hereof to the Agent by the Borrower and the
Lenders and the satisfaction of the conditions precedent set forth in Section 4
hereof.


             (b)         Except as specifically amended herein,
the Credit Agreement shall continue in full force and effect in accordance with
its original terms.  Reference to this
specific Amendment need not be made in any note, document, letter, certificate,
the Credit Agreement itself, any Guaranty, any Collateral Documents, the Notes,
any other Loan Document or any communication issued or made pursuant to or with
respect to the Credit Agreement, any reference in any of such to the Credit
Agreement being sufficient to refer to the same as amended hereby.


             (c)         The Borrower agrees to pay on demand
all costs and expenses of or incurred by the Agent in connection with the
negotiation, preparation, execution and delivery of this Amendment, including
the reasonable fees and expenses of counsel for the Agent, such payment to be
made no later than 30 days following receipt of an invoice showing in
reasonable detail and description the amounts therefor.


             (d)         This Amendment may be executed in any
number of counterparts, and by the different parties on different counterparts,
all of which taken together shall constitute one and the same agreement.  Any of the parties hereto may execute this
Amendment by signing any such counterpart and each of such counterparts shall
for all purposes be deemed to be an original. 
This Amendment shall be governed by the internal laws of the State of
Illinois.


 


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IN WITNESS WHEREOF, this Ninth Amendment
to Credit Agreement has been duly executed by each of the undersigned as of the
day and year first set forth above.


ALTERNATIVE RESOURCES
CORPORATION



 



By:_______________________________________

Name:____________________________________

Its:_______________________________________



AMERICAN NATIONAL BANK AND
TRUST

   COMPANY OF CHICAGO,
as Agent and

   individually as a Lender



 



By:______________________________________

Name:____________________________________

Its:_______________________________________



MELLON BANK, N.A.



 



By:_______________________________________

Name:_____________________________________

Its:________________________________________



HARRIS TRUST AND SAVINGS BANK



 



By:______________________________________

Name:____________________________________

Its:_______________________________________



FLEET NATIONAL BANK



 



By:______________________________________

Name:____________________________________

Its:______________________________________



NATIONAL CITY BANK



By:______________________________________

Name:____________________________________

Its:_______________________________________






 


GUARANTORS’ CONSENT


 


             The
undersigned have each heretofore executed and delivered to the Agent and the
Lenders a Guaranty and each hereby consent to the Ninth Amendment to Credit
Agreement dated as of April 30, 2001, set forth above and confirm that its
Guaranty and all of the undersigned’s obligations thereunder remain in full
force and effect in accordance with its terms.


 



 



ARC SOLUTIONS, INC.

(formerly known as CGI Systems, Inc.)



 



By:_______________________________________

Name:____________________________________

Its:_______________________________________



ARC SERVICE, INC.



 



By:_______________________________________

Name:____________________________________

Its:_______________________________________



WRITERS, INC.



 



By:_______________________________________

Name:____________________________________

Its:_______________________________________



ARC MIDHOLDING, INC.

(formerly known as CGI Corp.)



 



By:_______________________________________

Name:____________________________________

Its:_______________________________________