EXHIBIT V
AMENDMENT TO WARRANTS
This AMENDMENT TO WARRANTS dated as of April 14, 2003 (this
"Amendment"), among Alternative Resources Corporation, a Delaware
corporation (the "Company"), with headquarters located at 000
Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, Wynnchurch
Capital Partners, L.P., a Delaware limited partnership ("WCP")
and Wynnchurch Capital Partners Canada, L.P., an Alberta, Canada
limited partnership ("WCPC", each of WCP and WCPC, a "Purchaser,"
and collectively, the "Purchasers"), amends Alternative Resources
Corporation Stock Purchase Warrant No. W-1 dated as of January
31, 2002 issued to WCP; Alternative Resources Corporation Stock
Purchase Warrant No. W-2 dated as of January 31, 2002 issued to
WCPC; Alternative Resources Corporation Contingent Stock Purchase
Warrant No. C-1 dated as of January 31, 2002 issued to WCP; and
Alternative Resources Corporation Contingent Stock Purchase
Warrant No. C-2 dated as of January 31, 2002 issued to WCPC
(collectively, the "Warrants").
WHEREAS, the Company and Purchasers are entering into a
Fifth Amendment to Securities Purchase Agreement and Waiver of
even date herewith pursuant to which Purchasers are waiving
certain events of default under that certain Securities Purchase
Agreement by and among the Company and Purchasers, dated as of
January 31, 2002, as amended (the "Securities Purchase
Agreement"); and
WHEREAS, the Company and the Purchasers desire to amend
certain provisions of the Warrants, all subject to the terms,
conditions and limitations set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the
agreements contained herein, the parties hereby agree as follows:
1. Capitalized Terms.
Capitalized terms used herein which are defined in the
Warrants have the same meanings herein as therein, except to the
extent that such meanings are amended hereby.
2. Amendment.
The Company and the Purchasers agree that the last phrase of
the first sentence of each of the Warrants, following the
definition of "Common Stock" is hereby deleted and amended and
restated in its entirety to read as follows:
"at an exercise price of $0.26 per share (the "Exercise
Price")."
3. No Default, etc.
The Company hereby represents, warrants and confirms that:
(a) after giving effect to this Amendment, the Company is in
compliance with all of the terms and provisions set forth in the
Warrants; and (b) the execution, delivery and performance by the
Company of this Amendment (i) have been duly authorized by all
necessary action on the part of the Company, (ii) will not
violate any applicable law or regulation or the organizational
documents of the Company or any of its subsidiaries, (iii) will
not violate or result in a default under any indenture, agreement
or other instrument binding on the Company or any of its assets,
and (iv) do not require any consent, waiver or approval of or by
any person (other than the Purchasers) which has not been
obtained.
4. Acknowledgment.
The Purchasers and the Company hereby acknowledge and agree
that the adjustment to the exercise price of the Warrants made in
Section 1 hereof shall not act to adjust the Conversion Price of
any of the senior subordinated promissory notes issued by the
Company to Purchasers pursuant to the Securities Purchase
Agreement, and that the adjustment to the Conversion Price of the
Notes made pursuant to that certain Amendment to Notes between
Purchasers and the Company of even date herewith shall not act to
cause any adjustment to the exercise price of the Warrants.
5. Miscellaneous.
(a) Except as specifically amended hereby, all of the terms and
provisions of the Warrants shall remain in full force and effect.
(b) This Amendment may be executed in any number of
counterparts, each of which, when executed and delivered, shall
be an original, but all counterparts shall together constitute
one instrument. Delivery of an executed signature page hereto by
facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.
(c) This Amendment shall be governed by the laws of the State of
Illinois and shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
[Remainder of Page Left Intentionally Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of
the day and year first above written.
COMPANY:
ALTERNATIVE RESOURCES CORPORATION
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chief Financial Officer
PURCHASERS:
WYNNCHURCH CAPITAL PARTNERS, L.P.
By: Wynnchurch Partners, L.P., its general partner
By: Wynnchurch Management, Inc., its general partner
By: /s/ Xxxx X. Xxxxxxxx
--------------------
Name: Xxxx X. Xxxxxxxx
Title: President
WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.
By: Wynnchurch Partners Canada, L.P., its general partner
By: Wynnchurch GP Canada, Inc., its general partner
By: /s/ Xxxx X. Xxxxxxxx
--------------------
Name: Xxxx X. Xxxxxxxx
Title: President
Acknowledged and Consented to pursuant to Section 2.7 of that
certain Subordination and Intercreditor Agreement by and among
the Purchasers, Fleet Capital Corporation and the Company, dated
as of January 31, 2002, as amended.
FLEET CAPITAL CORPORATION
By: /s/ Xxxxxxxxxxx Xxxxxxx
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Name: Xxxxxxxxxxx Xxxxxxx
Title: Senior Vice President
