**Exhibit4.1**

 

SIXTH AMENDMENT TOCREDIT AGREEMENT

 

This SIXTH AMENDMENT TOCREDIT AGREEMENT dated as of July 15, 2003, and effective as of June 1, 2003(this “Amendment”), is made by and among Alternative ResourcesCorporation (“ARC”), ARC Service, Inc., ARC Solutions, Inc., ARCMidholding, Inc., Writers Inc., ARC Technology Management LLC, ARC StaffingManagement LLC, and ARC Shared Services LLC (collectively, the “Borrowers”),and Fleet Capital Corporation (the “Lender”).

 

WHEREAS, the Borrowersand the Lender are parties to a Credit and Security Agreement dated as ofJanuary 31, 2002, as amended by a First Amendment to Credit Agreement andWaiver dated as of August 8, 2001, a Second Amendment to Credit Agreement datedas of August 30, 2002, a Third Amendment to Credit Agreement dated as ofNovember 14, 2002, and a Waiver, Joinder and Fourth Amendment to CreditAgreement dated as of December 27, 2002, and a Fifth Amendment to CreditAgreement and Waiver dated as of April 14, 2003 (as so amended, the “Credit Agreement”);

 

WHEREAS, the CreditAgreement provides for the Lender to make overadvances (the “Overadances”)for the benefit of the Borrowers until December 31, 2003, or such later date asthe Lender may agree in writing, in an aggregate amount outstanding from timeto time of up to $2,000,000 (the “Overadvance Limit”), as reduced fromtime to time;

 

WHEREAS, Wynnchurch hasexecuted and delivered the Wynnchurch Guaranty, pursuant to which Wynnchurchhas guarantied to the Lender the repayment of the Overadvances up to theOveradvance Limit, as reduced from time to time;

 

WHEREAS, the terms of theCredit Agreement and the Wynnchurch Guaranty respectively provide that theOveradvance Limit and the amount of Overadvances guarantied by Wynnchurch shallrespectively be reduced from time to time upon the payment in cash byBluecurrent, Inc. (“Bluecurrent”) to the Borrowers of amounts due inrespect of accounts receivable owing by Bluecurrent to the Borrowers (the “BluecurrentReceivables”), on a dollar for dollar basis in an amount equal to suchpayments;

 

WHEREAS, the Borrowersreceived a payment on or about May 29, 2003 in the amount of approximately$850,000 in respect of the Bluecurrent Receivables (the “Initial BluecurrentPayment”) and have requested that the Lender amend the provisions of theCredit Agreement to eliminate the reduction of the Overadvance Limit that wouldresult from the Initial Bluecurrent Payment, so that only payments received inrespect of the Bluecurrent Receivables after the Initial Bluecurrent Paymentshall result in a reduction of the Overadvance Limit, on a dollar for dollarbasis in an amount equal to such payments;

 

WHEREAS, Wynnchurch hasagreed to amend the Wynnchurch Guaranty to eliminate the reduction in theamount of Overadvances guarantied thereunder that would result from the paymentof Initial Bluecurrent Payment, so that only payments received in respect ofthe Bluecurrent Receivables after the Initial Bluecurrent Payment shall resultin a reduction of the amount of Overadvances guarantied thereunder, on a dollarfor dollar basis in an amount equal to such payments.

 

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WHEREAS, the Lender hasagreed to amend the provisions of the Credit Agreement to eliminate thereduction of the Overadvance Limit resulting from the Initial BluecurrentPayment, subject to the terms, conditions and limitations set forth herein;

 

NOW, THEREFORE, inconsideration of the foregoing and the agreements contained herein, the partieshereby agree as follows:

 

1.                                       CapitalizedTerms.

 

Capitalized terms usedherein which are defined in the Credit Agreement have the same meanings hereinas therein, except to the extent that such meanings are amended hereby.

 

2.                                       Amendmentto Credit Agreement.

 

Subject to thesatisfaction of the terms and conditions set forth in Section 5 hereof, theBorrowers and the Lender agree that the Credit Agreement is hereby amended,effective as of June 1, 2003, as follows:

 

(a)*                                  Amendmentsto Section 1.1 of the Credit Agreement.*

 

(i)                                     Thefollowing new definition of “Bluecurrent” is hereby inserted in Section 1.1 inappropriate alphabetical order:

 

“’Bluecurrent’means Bluecurrent, Inc.”

 

(ii)                                  Thefollowing new definition of “Initial Bluecurrent Payment” is hereby inserted inSection 1.1 in appropriate alphabetical order:

 

“’Initial BluecurrentPayment’ means an initial payment, in the amount of approximately $850,000,paid on or about May 29, 2003 by Bluecurrent to the Borrowers in respect ofcertain disputed accounts receivable owing by Bluecurrent to the Borrowers.”

 

(iii)                               Thedefinition of “Initial Overadvance Amount” contained in Section 1.1 of theCredit Agreement is hereby amended and restated in its entirety as follows:

 

“’Initial OveradvanceLimit’ means $2,000,000; provided that the Initial Overadvance Limitshall be reduced from time to time, upon the payment in cash by Bluecurrent tothe Borrowers of amounts due in respect of accounts receivable owing byBluecurrent to the Borrowers, on a dollar for dollar basis in an amount equalto such cash payments; providedfurther that no reduction in theInitial Overadvance Limit shall become effective until three days after (a) theLender has received written notice from the Borrowers of the receipt of theapplicable cash payment and (b) the application of such cash payment to theoutstanding Loans; and providedfurther that the InitialOveradvance Limit shall not be reduced as a result of the Initial BluecurrentPayment.”

 

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3.                                       NoDefault; Representations and Warranties, etc.

 

The Borrowershereby represent, warrant and confirm that: (a) the representations andwarranties of the Credit Parties contained in Article 5 of the Credit Agreementare true and correct on and as of the date hereof as if made on such date(except to the extent that such representations and warranties expressly relateto an earlier date); (b) after giving effect to this Amendment, the Borrowersare in compliance with all of the terms and provisions set forth in the CreditAgreement and the other Loan Documents; (c) after giving effect to thisAmendment, no Default has occurred and is continuing; and (d) theexecution, delivery and performance by the Borrowers of this Amendment (i) havebeen duly authorized by all necessary action on the part of the Borrowers, (ii)will not violate any applicable law or regulation or the organizationaldocuments of any Borrower, (iii) will not violate or result in a default underany indenture, agreement or other instrument binding on any Borrower or any ofits assets, including without limitation, any Subordinated Debt Document, and(iv) do not require any consent, waiver or approval of or by any Person (otherthan the Lender) which has not been obtained.

 

4.                                       Conditionsto Effectiveness.

 

ThisAmendment shall become effective, as of June 1, 2003, upon satisfaction of thefollowing conditions precedent:

 

(a)                                  TheLender shall have received counterparts of this Amendment duly executed by eachof the Borrowers;

 

(b)                                 TheLender shall have received a Certificate of the Secretary of ARC, certifyingthat this Amendment has been duly authorized by the Boards of Directors of ARCand each of its Subsidiaries; and

 

(c)                                  TheBorrowers and Wynnchurch shall have executed and delivered to the Lender anamendment to the Wynnchurch Guaranty, in form and substance satisfactory to theLender, providing for the elimination of the automatic reduction in the amountof Overadvances guarantied thereunder resulting from the payment of InitialBluecurrent Payment.

 

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.  Nothingcontained herein shall constitute a waiver of any provision of the CreditAgreement or the other Loan Documents.

 

(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 Massachusettsand shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and assigns.

 

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(d)                                 TheBorrowers shall reimburse the Lender for all reasonable costs and expenses,including reasonable legal fees and disbursements, incurred by the Lender inconnection with this Amendment and the transactions contemplated hereby.

 

[Remainder of Page LeftIntentionally Blank]

 

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IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be duly executed by theirrespective authorized officers as of the day and year first 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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|   | ARC TECHNOLOGY  MANAGEMENT LLC                            |
|--------|-----------------------------------------------------------|
|   |                                                      |
|   | By:  ARC SERVICE, INC., its Manager and sole  member |
|   |                                                      |
|   |                                                      |
|   | By:                                                       |   |   |
|   | Name:                                                     |
|   | Title:                                                    |
|   |                                                      |
|   |                                                      |
|   | ARC STAFFING MANAGEMENT  LLC                              |
|   |                                                      |
|   | By:  ARC SERVICE, INC., its Manager and sole  member |
|   |                                                      |
|   |                                                      |
|   | By:                                                       |   |   |
|   | Name:                                                     |
|   | Title:                                                    |
|   |                                                      |
|   |                                                      |
|   | ARC SHARED SERVICES LLC                                   |
|   |                                                      |
|   | By:  ARC SERVICE, INC., its Manager and sole  member |
|   |                                                      |
|   |                                                      |
|   | 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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