EXHIBIT BB
WYNNCHURCH CAPITAL PARTNERS, L.P.
WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.
TWO XXXXXX PARK
000 XXXXX XXXXX, XXXXX 000
XXXX XXXXXX, XXXXXXXX 00000
October 10, 2003
Alternative Resources Corporation
000 Xxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Chief Financial Officer
Fleet Capital Corporation
Xxx Xxxxxxx Xxxxxx
Xxxx Xxxx XX XX 00000X
Xxxxxx Xxxxxxxxxxxxx 00000
Attention: Xxxxxxxxxxx Xxxxxxx
RE: GUARANTY AMENDMENT FEE
Ladies and Gentlemen:
Reference is made to the Letter Agreement (the "Letter Agreement") dated
October 10, 2003 and effective as of September 11, 2003 among Wynnchurch Capital
Partners, L.P. ("Wynnchurch USA"), Wynnchurch Capital Partners Canada, L.P.
("Wynnchurch Canada" along with Wynnchurch USA, collectively, "Wynnchurch"),
Fleet Capital Corporation ("Fleet"), Alternative Resources Corporation, ARC
Service, Inc. ("ARC"), ARC Solutions, Inc., ARC Midholding, Inc., Writers Inc.,
ARC Technology Management LLC, ARC Staffing Management LLC, and ARC Shared
Services LLC (along with ARC, collectively, the "Borrowers"), pursuant to which,
among other things, Wynnchurch and Fleet agreed to amend certain terms of the
Guaranty Agreement dated as of April 14, 2003 made by Wynnchurch for the benefit
of Fleet, as amended by a First Amendment to Guaranty Agreement dated as of July
15, 2003 (as so amended, the "Guaranty Agreement"). Capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Guaranty Agreement.
In consideration of, and as a condition to Wynnchurch entering into the
Letter Agreement and agreeing to the transactions contemplated therein, ARC
agrees to pay to Wynnchurch the amount of Three Hundred Thousand Dollars
($300,000) (the "Guaranty Amendment Fee"), payable in the manner set forth
herein, and Fleet hereby consents to such payment. The Guaranty Amendment Fee
shall be treated as if it is an additional $300,000 of interest payable pursuant
to that certain Note dated as of January 31, 2002, as amended, of ARC to
Wynnchurch Canada, and that certain Note dated as of January 31, 2002, as
amended, of ARC to Wynnchurch USA (such notes collectively, the "Notes"), in
proportion to the principal thereof and in each case accrued as of the date
hereof. The Guaranty Amendment Fee shall accrue interest as if it were interest
accrued pursuant to the Notes. Notwithstanding the foregoing, the Guaranty
Amendment Fee shall be deemed to be a "Subordinated Obligation" pursuant to the
Subordination and Intercreditor Agreement dated as of January 31, 2002, among
the Wynnchurch, Fleet and the Borrowers (as amended, the "Subordination
Agreement") and shall be deferred and not be paid, except as permitted under the
terms of the Credit Agreement and the Subordination Agreement, treating the
payment of the Guaranty Amendment Fee as the payment of additional interest
pursuant to the Notes.
Exhibits: Page 7
The parties acknowledge and agree that this letter agreement (a) may be
executed in any number of counterparts (including, without limitation,
counterparts sent by facsimile transmission), each of which shall be deemed an
original as against any party whose signature appears thereon, and all of which
shall together constitute one and the same instrument, (b) shall in all respects
be governed by the laws and judicial decisions of the State of Illinois, and (c)
shall be binding upon, and shall inure to the benefit of each of the parties
hereto and their respective successors and assigns.
Sincerely,
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 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 Xxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxx
Title: President
ACKNOWLEDGED AND AGREED:
ALTERNATIVE RESOURCES CORPORATION
By: /s/ Xxxxx Xxxxxxx
------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Financial Officer
FLEET CAPITAL CORPORATION
By: /s/ Xxxxxxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxxxxxx Xxxxxxx
Title: Senior Vice President
