0001104659-03-009840 Sample Contracts

AMENDMENT TO WARRANTS
Warrant Amendment • May 14th, 2003 • Alternative Resources Corp • Services-help supply services

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 600 Hart Road, Suite 300, Barrington, Illinois 60010, 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”).

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AMENDMENT TO NOTES
Amendment to Notes • May 14th, 2003 • Alternative Resources Corp • Services-help supply services • Illinois

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 600 Hart Road, Suite 300, Barrington, Illinois 60010, 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 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”).

FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT
Subordination and Intercreditor Agreement • May 14th, 2003 • Alternative Resources Corp • Services-help supply services • Massachusetts

This FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Amendment”) is dated as of April 14, 2003 and made by and among Wynnchurch Capital Partners, L.P. (“Wynnchurch Capital”), Wynnchurch Capital Partners Canada, L.P. (“Wynnchurch Canada”), Wynnchurch Capital, Ltd., Alternative Resources Corporation (“ARC”), ARC Service, Inc.(“Service”), ARC Solutions, Inc. (“Solutions”), ARC Midholding, Inc. (“Midholding”), Writers Inc. (“Writers”), ARC Technology Management LLC (“ARC Technology”), ARC Staffing Management LLC (“ARC Staffing”), ARC Shared Services LLC (“ARC Shared Services”), and Fleet Capital Corporation (the “FCC”). Wynnchurch Capital and Wynnchurch Canada are from time to time collectively referred to herein as “Wynnchurch”. ARC, Service, Solutions, Midholding, Writers, ARC Technology, ARC Staffing and ARC Shared Services are from time to time collectively referred to herein as the “Borrowers”)

FIFTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND WAIVER
Securities Purchase Agreement • May 14th, 2003 • Alternative Resources Corp • Services-help supply services • Illinois

This FIFTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND WAIVER dated as of April 14, 2003 (this “Amendment”), among Alternative Resources Corporation, a Delaware corporation (the “Company”), with headquarters located at 600 Hart Road, Suite 300, Barrington, Illinois 60010, Wynnchurch Capital Partners, L.P., a Delaware limited partnership and Wynnchurch Capital Partners Canada, L.P., an Alberta, Canada limited partnership (each a “Purchaser,” and collectively, the “Purchasers”), amends the Securities Purchase Agreement dated as of January 31, 2002, as amended by the First Amendment to Securities Purchase Agreement and Waiver dated August 8, 2002, the Second Amendment to Securities Purchase Agreement dated August 30, 2002, the Third Amendment to Securities Purchase Agreement and Waiver dated as of November 14, 2002, and the Fourth Amendment to Securities Purchase Agreement and Consent dated as of December 27, 2002 (such Securities Purchase Agreement, as so amended, the “Securities Purc

GUARANTY AGREEMENT
Guaranty Agreement • May 14th, 2003 • Alternative Resources Corp • Services-help supply services • Massachusetts

This GUARANTY AGREEMENT dated as of April 14, 2003 is made by WYNNCHURCH CAPITAL PARTNERS, L.P., a Delaware limited partnership (“Wynnchurch USA”, and WYNNCHURCH CAPITAL PARTNERS CANADA, L.P., an Alberta, Canada limited partnership (“Wynchurch Canada”, and collectively with Wynnchurch USA, the “Guarantors”), jointly and severally, to FLEET CAPITAL CORPORATION (the “Lender”).

FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER
Credit Agreement • May 14th, 2003 • Alternative Resources Corp • Services-help supply services • Massachusetts

This FIFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER dated as of April 14, 2003 (this “Amendment”) is made by and among Alternative Resources Corporation (“ARC”), ARC Service, Inc., ARC Solutions, Inc., ARC Midholding, Inc., Writers Inc., ARC Technology Management LLC, ARC Staffing Management LLC, and ARC Shared Services LLC (collectively, the “Borrowers”), and Fleet Capital Corporation (the “Lender”).

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