Exhibit 10.1





FIRST AMENDMENT TO THIRD AMENDED


AND RESTATED CREDIT AGREEMENT AND CONSENT





This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT (this Amendment),
is dated as of June 28, 2002, by and among AHL SERVICES, INC. (AHL), ARGENBRIGHT, INC. (Argenbright), ARGENBRIGHT HOLDINGS LIMITED (U.S. Holdings), ADI ALPHA HOLDING GMBH (ADI Alpha), TUJA ZEITARBEIT
GMBH & CO. KG, INGOLSTADT, (Tuja), and AHL EUROPE LIMITED (AHL Europe Limited; together with AHL, Argenbright, U.S. Holdings, ADI Alpha and Tuja, collectively referred to as the Borrowers), the undersigned
financial institutions listed on the signature pages hereto as Lenders, and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly First Union National Bank), a national banking association (Wachovia), as administrative agent for the Lenders (in
such capacity, the Administrative Agent).





RECITALS





WHEREAS, the Lenders, the Administrative Agent and the Borrowers are parties to that certain Third Amended and Restated Credit Agreement,
dated as of April 12, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement; capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the
Credit Agreement); and





WHEREAS, the Borrowers have requested that the Required Lenders and the Administrative
Agent (i) agree to amend certain provisions of the Credit Agreement as set forth herein and (ii) to consent to (a) the assignment of certain intercompany accounts to entities that are not Borrowers; (b) the incurrence of certain intercompany debt;
and (c) the discharge and satisfaction of certain intercompany accounts in connection with the German Disposition (collectively, the German Intercompany Account Disposition), in each case upon and subject to all of the terms, conditions
and provisions hereof.





NOW, THEREFORE, in consideration of the premises and the agreements, covenants and
provisions herein contained and for TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:





|SECTION  1 |  | AMENDMENT TO CREDIT AGREEMENT
|---------- |  | -----------------------------




Subject to the satisfaction of each of the conditions precedent set forth in Section 4 of this Amendment, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree that the Credit Agreement be, and it
hereby is, amended as follows:





1.1Amendment to Section 7.16.





(a) Section 7.16(d) of the Credit Agreement is hereby amended to delete Section 7.16(d) in its entirety and to
substitute the following therefor:




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| | (d) |  | Failure of AHL to consummate the German Disposition and make the mandatory prepayment of the Obligations from Net Cash Proceeds thereof required under Section
2.4(a) by July 31, 2002.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|SECTION  2 |  | CONSENT
|---------- |  | -------




The Borrowers have requested that the Administrative Agent and the Required Lenders grant their consent to the dispositions (the German Intercompany Account Disposition) which are described in Exhibit A hereto. Subject to
the satisfaction of each of the conditions precedent set forth in Section 4 of this Amendment, the Lenders party hereto and the Administrative Agent hereby grant their consent under the Loan Documents to the German Intercompany Account Disposition
and agree to release the Administrative Agents security interests in the intercompany accounts to be eliminated in connection with the German Intercompany Account Disposition provided that the Borrowers shall have reimbursed in full the
Administrative Agent for the Administrative Agents legal and other advisory fees and expenses incurred in connection with the German Disposition and the German Intercompany Account Disposition and the related releases of its security interests
thereunder. Furthermore, the Lenders party hereto hereby authorize the Administrative Agent to execute and deliver on their behalf such instruments and documents as are requested in connection with the consent granted hereby.





|SECTION  3 |  | REPRESENTATIONS AND WARRANTIES
|---------- |  | ------------------------------




In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the Lenders that: (a) immediately prior to the effectiveness of this Amendment, all of
the representations set forth in the Credit Agreement were accurate in all material respects as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations
and warranties shall have been true and correct on and as of such date, (b) after giving effect to this Amendment, all of the representations and warranties set forth in the Credit Agreement, will be accurate in all material respects as of the date
hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such date, and (c) there exists no Default or
Event of Default under the Credit Agreement or the Loan Documents as of the date hereof.





|SECTION  4 |  | CONDITIONS TO EFFECTIVENESS
|---------- |  | ---------------------------




The amendment to the Credit Agreement set forth in Section 1 of this Amendment and the consent and authorization set forth in Section 2 of this Amendment all shall be deemed to be effective on the date hereof but shall be
subject to the satisfaction of each of the following conditions precedent:





(a) The Administrative
Agent shall have received counterparts to this Amendment duly executed by the Borrowers and the Required Lenders.





(b) The Administrative Agent shall have received reimbursement in full by AHL of the Administrative Agents legal and other advisory fees and expenses it has heretofore




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incurred in connection with the preparation, negotiation, execution and delivery of any of the Loan Documents or any instruments and documents contemplated thereby.





(c) The Administrative Agent shall have received such other documents as it shall have reasonably requested, in form and
substance satisfactory to the Administrative Agent.





|SECTION  5 |  | MISCELLANEOUS
|---------- |  | -------------




5.1    Ratification, Reaffirmation, Acknowledgment and Confirmation.





(a) By its execution below, each Borrower hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of the Administrative Agent
and the Security Trustee, under each Loan Document to which it, initially or by contract or operation of law (as a result of mergers, amalgamations or otherwise), is a party, (ii) agrees and acknowledges that such ratification and reaffirmation is
not a condition to the continued effectiveness of such Loan Documents, and (iii) agrees that neither such ratification and reaffirmation, nor the Agents nor any Lenders solicitation of such ratification and reaffirmation, constitutes a
course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from the Borrowers with respect to any subsequent modification, consent or waiver with respect to the Credit Agreement or
other Loan Documents. The Credit Agreement and each other Loan Document is in all respects hereby ratified and confirmed and, except as is expressly set forth in Section 2 hereof, neither the execution, delivery nor effectiveness of this Amendment
shall operate as a waiver of any Default or Event of Default (whether or not known to the Agents, the Security Trustee or any Lender) or any right, power or remedy of the Agents, the Security Trustee or any Lender of any provision contained in the
Credit Agreement or any other Loan Document, whether as a result of any Default or Event of Default or otherwise. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement.





(b) By its execution below, each Borrower hereby acknowledges and confirms that (i) it does not have any grounds, and
hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of any Agent, the Security Trustee or any of the Lenders occurring prior to the date
hereof or facts otherwise known to it as of the date hereof, the effectiveness, genuineness, validity, collectibility or enforceability of the Credit Agreement or any of the other Loan Documents, the Obligations, the Liens securing such Obligations,
or any of the terms or conditions of any Loan Document and (ii) it does not possess (and hereby forever waives, remises, releases, discharges and holds harmless the Lenders, the Agents, the Security Trustee and their respective affiliates,
stockholders, directors, officers, employees, attorneys, agents and representatives and each of their respective heirs, executors, administrators, successors and assigns (collectively, the Indemnified Parties) from and against, and
agrees not to allege or pursue) any action, cause of action, suit, debt, claim, counterclaim, cross-claim, demand, defense, offset, opposition, demand and other right of action whatsoever, whether in law, equity or otherwise (which it, all those
claiming by, through or under it, or its successors or assigns, have or may have) against the Indemnified Parties, or any of them, by reason of, any matter, cause or thing whatsoever, with respect to events or omissions occurring or arising on or
prior to the date hereof and relating to the Credit Agreement or any of the other Loan




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Documents (including, without limitation, with respect to the payment, performance, validity or enforceability of the Obligations, the Liens securing the Obligations or any or all of the terms or
conditions of any Loan Document) or any transaction relating thereto.





5.2    Counterparts.  This Amendment may be executed by each party to this Amendment upon a separate copy, and in such case one counterpart of this Amendment shall consist of enough of such copies
to reflect the signature of all of the parties to this Amendment. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Amendment or its terms to
produce or account for more than one of such counterparts.





5.3    General.  All references to the Credit Agreement in that document or in any other Loan Document shall mean the Credit Agreement as amended hereby. Except as expressly provided herein, the
execution and delivery of this Amendment does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of any noncompliance with the provisions of, the Credit Agreement or the other Loan Documents, and,
except as specifically provided in this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.





5.4    Construction.  This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered
and applied in accordance with all of the terms and provisions of the Credit Agreement.





5.5    Governing Law.  This Amendment shall be governed by, construed and enforced in accordance with the laws of the State of Georgia, without reference to the conflicts or choice of law
principles thereof.





5.6    Successors and Assigns.  This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.





[Signatures
appear on following pages]







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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers hereunder duly authorized as of the day and year first written above.





BORROWERS:AHL SERVICES, INC.By:Title:[CORPORATE SEAL]ARGENBRIGHT, INC.By:Title:[CORPORATE SEAL]ARGENBRIGHT HOLDINGS LIMITEDBy:Title:[CORPORATE SEAL]ADI ALPHA HOLDING GMBHBy:Title:[CORPORATE SEAL]





Signature Page  First Amendment




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TUJA ZEITARBEIT GMBH & CO. KG, INGOLSTADTBy:Title:[CORPORATE SEAL]AHL EUROPE LIMITEDBy:Title:[CORPORATE SEAL]




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LENDERS:WACHOVIA BANK, NATIONAL ASSOCIATION,as Administrative Agent, Issuing Bank and LenderBy:Title:WACHOVIA BANK, NATIONAL ASSOCIATION, London Branch,as European Swingline LenderBy:Title:SUNTRUST BANK,as LenderBy:Title:BANK OF AMERICA, N.A.,as LenderBy:Title:




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FLEET NATIONAL BANK,as LenderBy:Title:DZ BANK AG DEUTSCHE ZENTRALGENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, NEW YORK BRANCH,as LenderBy:Title:By:Title:THE BANK OF NOVA SCOTIA,as LenderBy:Title:SCOTIABANK EUROPE plc,as Lender for Revolving Loans made in Alternative Currencies, as LenderBy:Title:SALOMON BROTHERS HOLDING COMPANY INC.,as
LenderBy:Title:




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BANK ONE, NA,as LenderBy:Title:SOVEREIGN BANK,as LenderBy:Title:BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE INC.,as LenderBy:Title:By:Title:




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MIZUHO CORPORATE BANK, LIMITED as
LenderBy:Title:BANK LEUMI LE-ISRAEL, B.M., MIAMI AGENCY,as LenderBy:Title:U.S. BANK NATIONAL ASSOCIATION, as
LenderBy:Title:







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EXHIBIT A





TO





FIRST AMENDMENT TO THIRD AMENDED


AND RESTATED CREDIT AGREEMENT AND CONSENT





The following sets forth a summary of
the proposed disposition of the intercompany accounts among ADI Alpha Holding GmbH (ADI Alpha); TUJA Zeitarbeit GmbH, Mannheim (TUJA Mannheim); and TUJA GmbH & Co. KG, Ingolstadt (TUJA KG). All figures are in
millions of Deutsche Marks.





Starting Point:





Prior to the implementation of the proposal:





| |  | TUJA KG has negative equity of 3.064
|- |  | ------------------------------------




| |  | ADI Alpha owes TUJA KG 47.88
|- |  | ----------------------------




| |  | TUJA KG owes TUJA Mannheim 50.265
|- |  | ---------------------------------




| |  | TUJA Mannheim owes ADI Alpha 14.180
|- |  | -----------------------------------




Step One:





| |  | TUJA Mannheim makes a cash contribution of 3.500 to TUJA KG
|- |  | -----------------------------------------------------------




| |  | TUJA KG repays 3.500 of its debt to TUJA Mannheim
|- |  | -------------------------------------------------



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At this point:





| |  |  | ADI Alpha owes TUJA KG 47.888
| | - |  | -----------------------------




| |  |  | TUJA KG owes TUJA Mannheim 46.765
| | - |  | ---------------------------------




| |  |  | TUJA Mannheim owes ADI Alpha 14.180this has grown to 14.321
| | - |  | ------------------------------------------------------------




Step Two:





| |  | TUJA Mannheim transfers 14.321 of its 46.765 receivable from TUJA KG to ADI Alpha
|- |  | ---------------------------------------------------------------------------------




| |  | This completely eliminates what TUJA Mannheim owes ADI Alpha
|- |  | ------------------------------------------------------------




At this point:





| |  |  | TUJA KG owes TUJA Mannheim 32.444
| | - |  | ---------------------------------




| |  |  | TUJA KG owes ADI Alpha 14.321
| | - |  | -----------------------------




Step Three:





| |  | ADI Alpha applies the 14.321 that TUJA KG owes it against the 44.991 (was 47.888) that it owes TUJA KG
|- |  | ------------------------------------------------------------------------------------------------------




| |  | At this point:
|- |  | --------------



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| |  |  | TUJA KG owes TUJA Mannheim  32.444
| | - |  | -----------------------------------




| |  |  | ADI Alpha owes TUJA KG  30.670
| | - |  | -------------------------------




Step Four:





| |  | At the last loan rollover date, ADI Alpha borrowed an additional 26.400, leaving TUJA KG without any borrowings outstanding. (TUJA KG had borrowings of 26.400
outstanding before this rollover.)
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  | ADI Alpha applies the 26.400 receivable from TUJA KG to offset part of the 30.670 it owes TUJA KG
|- |  | -------------------------------------------------------------------------------------------------




| |  | At this point:
|- |  | --------------




| |  |  | TUJA KG owes TUJA Mannheim 32.444
| | - |  | ---------------------------------




| |  |  | ADI Alpha owes TUJA KG 4.270
| | - |  | ----------------------------




Step Five:





| |  | Mannheim makes a capital repayment of 15.000 to ADI Alpha
|- |  | ---------------------------------------------------------




| |  | At this point
|- |  | -------------




| |  |  | TUJA KG owes TUJA Mannheim 32.444
| | - |  | ---------------------------------



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| |  |  | ADI Alpha owes TUJA KG 4.270
| | - |  | ----------------------------




| |  |  | TUJA Mannheim owes ADI Alpha 15.000
| | - |  | -----------------------------------




Step Six:





| |  | ADI Alpha assigns 4.270 of its receivable from TUJA Mannheim to TUJA KG
|- |  | -----------------------------------------------------------------------




| |  |  | This eliminates the amount that ADI Alpha owes TUJA KG
| | - |  | ------------------------------------------------------




| |  | TUJA KG transfers the 4.270 receivable back to TUJA Mannheim
|- |  | ------------------------------------------------------------




| |  |  | This reduces the amount TUJA KG owes to TUJA Mannheim to 28.174
| | - |  | ---------------------------------------------------------------




| |  | At this point,
|- |  | --------------




| |  |  | TUJA KG owes TUJA Mannheim 28.174
| | - |  | ---------------------------------




| |  |  | TUJA Mannheim owes ADI Alpha 10.730
| | - |  | -----------------------------------




| |  |  | ADI Alpha owes First Union 26.4 in addition to its previously outstanding borrowings (if any)
| | - |  | ---------------------------------------------------------------------------------------------