EXHIBIT N
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WYNNCHURCH CAPITAL PARTNERS, LP
WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.
August 4, 2002
Alternative Resources Corporation
000 Xxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Re: Board Composition of Alternative Resources Corporation (the
"Company").
Gentlemen:
Section 7.5 (g) (iii) of The Securities Purchase Agreement
dated January 31, 2002 among us ("SPA") provides in part that:
"So long as either (x) $2,500,000 in aggregate principal
amount of Notes are held by Purchasers or (y) Warrants or Warrant
Shares representing at least twenty percent (20%) of the
outstanding shares of Common Stock (assuming exercise of the
Warrants in full) are held by Purchasers, the Company shall (i)
cause the number of members of the Board to equal the sum of (5)
plus the number of Wynnchurch Directors and (ii) use its best
efforts to ensure that the Wynnchurch Directors continue to serve
as members of the Board."
In connection with the expansion of the size of the Board of
Directors to ten (10) members to accommodate the election of
Xxxxxx Xxxxxxxx as Chairman of the Board, it is agreed that
effective with Xx. Xxxxxxxx'x election, the number of members of
the Board shall equal the sum of six (6) plus the number of
Wynnchurch Directors until the earlier of (i) the resignation of
a director other than a Wynnchurch Director or (ii) the 2003
annual meeting of the Company stockholders, whereupon the
original provision of Section 7.5 (g) (iii) shall again take
effect.
Capitalized terms used but not defined herein shall have the
meanings given to them in the SPA.
[SIGNATURES ON FOLLOWING PAGE]
Exhibits: Page 23
SIGNATURE PAGE TO WAIVER OF PROVISION REGARDING NUMBER OF
BOARD SEATS
WYNNCHURCH CAPITAL PARTNERS, L.P.
By: Wynnchurch Partners, L.P.,
its general partner
By: Wynnchurch Management Inc.,
its general partner
By:/s/ Xxxx Xxxxxxxx
-----------------
Name: Xxxx Xxxxxxxx
Title: President
WYNNCHURCH CAPITAL PARTNERS CANADA,
L.P.
By: Wynnchurch Partners Canada, L.P.,
its general partner
By: Wynnchurch GP Canada, its
general partner
By:/s/ Xxxx Xxxxxxxx
-----------------
Name: Xxxx Xxxxxxxx
Title: President
ALTERNATIVE RESOURCES CORPORATION
By:/s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: President and
Chief Executive Officer
Exhibits: Page 24
