**Exhibit 4.1**

 

**SECOND AMENDMENT TO CREDIT AGREEMENT**

 

This SECOND AMENDMENT TO CREDIT AGREEMENT is dated asof August 30, 2002 (this “Amendment”), among Alternative ResourcesCorporation (“ARC”), ARC Service, Inc., ARC Solutions, Inc., ARCMidholding, Inc., and Writers Inc. (collectively, the “Borrowers”), andFleet Capital Corporation (the “Lender”).

 

WHEREAS, the Borrowers and the Lender are parties to aCredit and Security Agreement dated as of January 31, 2002, as amended by thecertain 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 amendand restate Section 8.10(c) of the Credit Agreement;

 

NOW, THEREFORE, in consideration of the foregoing andthe agreements contained herein, the parties hereby agree as follows:

 

1.             Capitalized Terms.

 

Capitalized terms used herein which are defined in theCredit Agreement have the same meanings herein as therein, except to the extentthat such meanings are amended hereby.

 

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

 

The Borrowers and the Lender hereby agree that Section8.10(c) of the Credit Agreement shall be amended and restated in its entiretyto read as follows:

 

“(c)         Fixed Charge Coverage Shortfall.  The amount by which (a) the aggregate FixedCharges 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 withGAAP) minus (ii) the aggregate amount of all Non-Financed CapitalExpenditures during such period minus (iii) the aggregate amount paid,or required to be paid (without duplication), in cash in respect of the currentportion of all income taxes for such period minus (iv) the aggregateamount of dividends and distributions permitted to be paid under Section 8.6and actually paid in cash during such period, shall not be greater than themaximum 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”                |   |

 

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3.             Amendment of Exhibit D to theCredit Agreement.

 

The Borrowers and the Lender hereby agree that ExhibitD to the Credit Agreement shall be replaced with the new form of Exhibit Dattached thereto.

 

4.             No Default; Representations and Warranties, etc.

 

The Borrowers hereby represent, warrant and confirmthat: (a) the representations and warranties of the Credit Parties contained inArticle 5 of the Credit Agreement are true and correct on and as of the datehereof as if made on such date (except to the extent that such representationsand warranties expressly relate to an earlier date); (b) after giving effect tothis Amendment, the Borrowers are in compliance with all of the terms andprovisions set forth in the Credit Agreement and the other Loan Documents; (c)after giving effect to this Amendment, no Default has occurred and iscontinuing; and (d) the execution, delivery and performance by theBorrowers of this Amendment (i) have been duly authorized by all necessaryaction on the part of the Borrowers, (ii) will not violate any applicable lawor regulation or the organizational documents of any Borrower, (iii) will notviolate or result in a default under any indenture, agreement or otherinstrument binding on any Borrower or any of its assets, including withoutlimitation, any Subordinated Debt Document, and (iv) do not require anyconsent, waiver or approval of or by any Person (other than the Lender) whichhas not been obtained.

 

5.             Miscellaneous.

 

(a)           Exceptas specifically amended hereby, all of the terms and provisions of the CreditAgreement, the other Loan Documents and all related documents, shall remain infull force and effect.

 

(b)           ThisAmendment may be executed in any number of counterparts, each of which, whenexecuted and delivered, shall be an original, but all counterparts shalltogether constitute one instrument. Delivery of an executed signature page hereto by facsimile transmissionshall be effective as delivery of a manually executed counterpart hereof.

 

(c)           ThisAmendment shall be governed by the laws of The Commonwealth of Massachusetts andshall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns.

 

[Remainder of Page Left Intentionally Blank]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to beduly executed by their respective authorized officers as of the day and yearfirst 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:                             |

 

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|   |                                          |
|--------|-----------------------------------------------|
|   | 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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