0001104659-03-026704 Sample Contracts

SECOND AMENDMENT TO NOTES
Senior Subordinated Secured Convertible Promissory Note • November 14th, 2003 • Alternative Resources Corp • Services-help supply services • Illinois

This SECOND AMENDMENT TO NOTES dated as of August 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, as amended by the Amendment to Notes dated April 14, 2003 (such Senior Subordinated Secured Convertible Promissory Note, as so amended, the “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, as amended by t

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

This EIGHTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER dated as of November 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”).

SECOND AMENDMENT TO GUARANTY AGREEMENT
Guaranty Agreement • November 14th, 2003 • Alternative Resources Corp • Services-help supply services • Massachusetts

This SECOND AMENDMENT TO GUARANTY AGREEMENT dated as of November 14, 2003 (this “Amendment”), 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 (“Wynnchurch Canada”, and collectively with Wynnchurch USA, the “Guarantors”), and FLEET CAPITAL CORPORATION (the “Lender”).

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

This SIXTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND WAIVER dated as of August 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, the Fourth Amendment to Securities Purchase Agreement and Consent dated as of December 27, 2002 and the Fifth Amendment to Securities Purchase Agreement and Waiver dated a

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • November 14th, 2003 • Alternative Resources Corp • Services-help supply services • Illinois

Alternative Resources Corporation, a Delaware corporation (“ARC”), and Sharon A. McKinney, on behalf of herself, her heirs and assigns (“McKinney”), hereby enter into this Separation Agreement and Release (“Agreement”) this 22 day of August, 2003.

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

This SEVENTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND WAIVER dated as of November 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, the Fourth Amendment to Securities Purchase Agreement and Consent dated as of December 27, 2002, the Fifth Amendment to Securities Purchase Agreement and Waiver dated

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