Prepared by MerrillDirect





EXHIBIT
4.2


TENTH
AMENDMENT TO CREDIT AGREEMENT


             THIS
TENTH AMENDMENT TO CREDIT AGREEMENT 
dated as of May 4, 2001 (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.


             The
definitions of “Facility Termination Date” and “Permitted Overadvance”
contained in Article I of the Credit Agreement are hereby amended in their
entirety and as so amended shall read as follows:


“Facility Termination
Date” means May 18, 2001 or any earlier date on which the Aggregate Commitment
is reduced to zero or otherwise terminated pursuant to the terms hereof.



“Permitted Overadvance”
means, as of any date of determination thereof, $4,000,000.  For avoidance of doubt, no adjustments will
be made or permitted with respect to any income tax refunds of Borrower or its
Subsidiaries.



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 Tenth 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, a Delaware 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 Tenth Amendment to Credit
Agreement dated as of May 4, 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:_______________________________________