EXHIBIT  4.1

NINTHAMENDMENT TO CREDIT AGREEMENT

 

          THISNINTH AMENDMENT TO CREDIT AGREEMENT dated as of April 30, 2000 (the **“Amendment”**), is among AlternativeResources Corporation, a Delaware corporation, the undersigned Lenders andAmerican National Bank and Trust Company of Chicago, as Agent and as aLender.  Unless otherwise definedherein, capitalized terms used herein shall have the meanings ascribed to themin the Credit Agreement (as hereinafter defined).

WI T N E S S E T H:

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

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

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

**1.**          **Amendments to Credit Agreement.**

             Borrowerhas requested and the Lenders, subject to the terms and conditions set forthherein, hereby consent to an increase in the face amount of the Letter ofCredit, heretofore issued by Agent in favor of Hartford Fire Insurance Companyfor the account of Borrower. Accordingly, Article I of the Credit Agreement is hereby amended bydeleting the amount “$432,011” appearing in the definition of “Letter ofCredit” and substituting the amount “$850,011” in lieu thereof.  Agent shall issue, substantiallycontemporaneously herewith, an amendment to the Letter of Credit, amending andincreasing the stated face amount thereof as aforesaid.  All Lenders will be deemed to have purchasedan undivided pro rata participation and interest in the incremental amount ofthe Letter of Credit as increased hereunder, in accordance with the terms ofthe Seventh Amendment to Credit Agreement and Amendment to Collateral Documentsand Guaranties dated as of December 4, 2000 by and between Agent andBorrower.  Nothing herein is intended orshall be construed to permit or consent to the issuance of or to constitute anagreement by Lenders to issue any further letters of credit or to increase theface amount of the Letter of Credit, except as expressly provided hereunder.

**2.**          **Release.**

             Inconsideration for the agreement of the Agent and the Lenders to this Amendment,Borrower hereby releases and forever discharges Agent, each Lender, each oftheir parent corporations, affiliated corporations, subsidiary corporations,predecessor corporations and successor corporations, and the past and presentofficers, directors, agents, assigns, subrogees, servants, employees, financialadvisors and attorneys of each of them from any and all claims, actions, causesof 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 everhad, 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 LoanDocument, except for any such claims arising out of Agent’s or any Lender’sfuture willful breach of this Agreement.

**3.**          **Representations.**

             Inorder to induce the Lenders to execute and deliver this Amendment, the Borrowerhereby represents to the Lenders that as of the date hereof, therepresentations and warranties set forth in Article 5 of the Credit Agreementare and shall be and remain true and correct (except that the representationscontained in Section 5.4 shall be deemed to refer to the most recent financialstatements of the Borrower delivered to the Lenders) and the Borrower is incompliance with all of the terms and conditions of the Credit Agreement and noUnmatured Default or Default has occurred and is continuing under the CreditAgreement or shall result after giving effect to this Amendment.

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

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

             **(b)**         **No Default.**  After giving effect to this Amendment and the waivers containedherein, no Unmatured Default or Default shall have occurred and be continuingor will result from the execution and delivery of, or the performance byBorrower of any of its obligations under this Amendment.

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

**5.**          **Miscellaneous.**

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

             **(b)**         Except as specifically amended herein,the Credit Agreement shall continue in full force and effect in accordance withits original terms.  Reference to thisspecific 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 withrespect to the Credit Agreement, any reference in any of such to the CreditAgreement being sufficient to refer to the same as amended hereby.

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

             **(d)**         This Amendment may be executed in anynumber 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 thisAmendment by signing any such counterpart and each of such counterparts shallfor all purposes be deemed to be an original. This Amendment shall be governed by the internal laws of the State ofIllinois.

 

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

**ALTERNATIVE RESOURCESCORPORATION**

 

By:_______________________________________Name:____________________________________Its:_______________________________________

**AMERICAN NATIONAL BANK ANDTRUST   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**

 

             Theundersigned have each heretofore executed and delivered to the Agent and theLenders a Guaranty and each hereby consent to the Ninth Amendment to CreditAgreement dated as of April 30, 2001, set forth above and confirm that itsGuaranty and all of the undersigned’s obligations thereunder remain in fullforce 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:_______________________________________