EXHIBIT U
AMENDMENT TO NOTES
This AMENDMENT TO NOTES 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, Xxxxxxxxxx
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 the Senior
Subordinated Secured Convertible Promissory Note dated as of
January 31, 2002 issued to WCP by the Company in the original
principal amount of $4,920,208.00 ("WCP Note"); and the Senior
Subordinated Secured Convertible Promissory Note dated as of
January 31, 2002 issued to WCPC by the Company in the original
principal amount of $5,079,792 (the "WCPC Note," and together
with the WCP Note, the "Notes").
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 Notes, 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 Notes
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 definition of
"Conversion Price" in Section 2.1(f) of each of the Notes is
hereby deleted and amended and restated in its to read as
follows:
"(f) "Conversion Price" means $1.50, subject to
adjustments as set forth in Article VI hereof."
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
Notes; 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 Conversion Price of the Notes made in
Section 1 hereof shall not act to adjust the exercise price of
any of the warrants issued by the Company to Purchasers pursuant
to the Securities Purchase Agreement, and that the adjustment to
the exercise price of the warrants made pursuant to that certain
Amendment to Warrants between Purchasers and the Company of even
date herewith shall not act to cause any adjustment to the
Conversion Price of the Notes.
5. Miscellaneous.
(a) Except as specifically amended hereby, all of the terms
and provisions of the Notes shall remain in full force and
effect. The indebtedness evidenced by the Notes is continuing
indebtedness and nothing herein shall be deemed to constitute a
payment, settlement, disposition or novation of the Notes or
release or otherwise adversely affect any rights of the
Purchasers against the Company.
(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
------------------
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
-----------------------
Name: Xxxxxxxxxxx Xxxxxxx
Title: Senior Vice President
