Exhibit
4.5


 


SEVENTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT

AND WAIVER


 


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 as of April 14, 2003 and the
Sixth Amendment to Securities Purchase Agreement and Waiver dated as of August
14, 2003 (such Securities Purchase Agreement, as so amended, the “Securities
Purchase Agreement”), each among the Company and the Purchasers.


 


WHEREAS, the Company and
its subsidiaries failed to satisfy (a) the Tangible Capital Base covenant set
forth in Section 7.5(h)(i) of the Securities Purchase Agreement for the fiscal
quarter ended September 30, 2003 and (b) the Fixed Charge coverage shortfall
covenant set forth in Section 7.5(h)(iii) for the nine month fiscal period
ended September 30, 2003, and each such failure constitutes an Event of Default
under Section 5.2  of the Notes (the “September 30 Events of Default”);


 


WHEREAS, the Company and
Fleet Capital Corporation, as Lender pursuant to that certain Credit and
Security Agreement dated as of January 31, 2002, as amended (the “Credit
Agreement”) have requested that the Purchasers waive the September 30
Events of Default and any other existing defaults by the Company as provided
herein, and amend certain provisions of the Securities Purchase Agreement; and


 


WHEREAS, the Purchasers
have agreed to waive the September 30 Events of Default and any other existing
defaults under the Securities Purchase Agreement and to amend certain
provisions of the Securities Purchase Agreement, 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 Securities Purchase Agreement have the same
meanings herein as therein, except to the extent that such meanings are amended
hereby.  The Securities Purchase
Agreement, together with the Notes, the Warrants, the Subordination Agreement
and any other related documents are referred to herein as the “Subordinated
Debt Documents.”


 

















 


2.             Waiver of
September 30 Events of Default.


 


Subject to the
satisfaction of the terms and conditions set forth in Section 5 hereof, the
Purchasers hereby waive the September 30 Events of Default and any other
existing defaults by the Company pursuant to the Securities Purchase Agreement
and the other Subordinated Debt Documents. 
The parties agree that nothing herein shall be construed as a waiver of
any future Event of Default (including without limitation, any Event of Default
caused by reason of the failure of the Company to comply with Section 7.5(h) of
the Securities Purchase Agreement, as amended hereby, on any other occasion or
for any other period).


 


3.             Amendments.


 


Subject to the
satisfaction of the terms and conditions set forth in Section 5 hereof, the
Company and the Purchasers agree that the Securities Purchase Agreement is
hereby amended, effective as of the date hereof, as follows:


 


(a)           Section
7.5(h) of the Securities Purchase Agreement is hereby amended and restated in
its entirety to read as follows:


 


“(h)         Certain
Financial Covenants.


 


(i)            Tangible Capital Base.  The Company and its Subsidiaries shall not
(x) as of December 31, 2003, have a consolidated Tangible Capital Base of less
than ($8,925,000) or (y) as of the end of any fiscal quarter commencing
with the fiscal quarter ending March 31, 2004, have a consolidated Tangible
Capital Base of less than the sum of (A) ($8,925,000) plus (B) on a
cumulative basis, 47.5% of positive consolidated net income (without reduction
for losses) for each fiscal quarter ending after December 31, 2003.


 


(ii)           Fixed Charge Coverage Ratio.  The Fixed Charge Coverage Ratio of the
Company and its Subsidiaries shall not at any time during any period set forth
below be less than the ratio set opposite such period:


 


	
  Period

  	
   

  	
  Minimum
  Fixed

  Charge Coverage

  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2004
  through September 30, 2004

  	
   

  	
  .95 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2004
  through December 31, 2004

  	
   

  	
  .95 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Thereafter (on a
  rolling four quarters basis)

  	
   

  	
  .95 to 1.00

  	
   

  



 


(iii)          Fixed Charge Coverage Shortfall.  The amount by which (i) the aggregate Fixed
Charges of the Company and its Subsidiaries for each fiscal period set forth
below, exceeds (ii) the total of (w) consolidated EBITDA of the Company and its
Subsidiaries for such period (determined on a consolidated basis without
duplication in accordance with GAAP) minus (x) the aggregate amount of


 


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all Non-Financed Capital
Expenditures during such period minus (y) the aggregate amount paid, or
required to be paid (without duplication), in cash in respect of the current
portion of all income taxes for such period minus (z) the aggregate amount of
dividends and distributions permitted to be paid under Section 8.6 of the
Credit Agreement and actually paid in cash during such period, shall not be
greater than the maximum shortfall amount set forth opposite such fiscal
period:


 


	
  Fiscal Period

  	
   

  	
  Maximum

  Shortfall Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2003
  through December 31, 2003

  	
   

  	
  $

  	
  1,050,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2003
  through March 31, 2004

  	
   

  	
  $

  	
  1,851,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2003
  through June 30, 2004

  	
   

  	
  $

  	
  1,917,000”

  	
   

  



 


(b)           Section
7.6(g) of the Securities Purchase Agreement is hereby amended and restated in
its entirety to read as follows:


 


“(g)         Capital Expenditures.  Company and each of the Subsidiaries shall not make or
incur any capital expenditures (including, without limitation, incurring any
Capital Lease Obligations) which, in the aggregate exceed $52,500 at any time
during any fiscal quarter, commencing with the fiscal quarter ending December 31,
2003.”


 


4.             No
Default; Representations and Warranties, etc.


 


The Company hereby
represents, warrants and confirms that: (a) the representations and warranties
of the Company contained in Article 3 of the Securities Purchase Agreement are
true and correct on and as of the date hereof as if made on such date (except
to the extent that such representations and warranties expressly relate to an
earlier date); (b) after giving effect to this Amendment, the Company is in
compliance with all of the terms and provisions set forth in the Securities
Purchase Agreement and the other Subordinated Debt Documents; (c) after giving
effect to this Amendment, no Event of Default (as defined in the Notes) has
occurred and is continuing; and (d) 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, including without limitation, the Credit Agreement or any other
Loan Document (as defined in the Credit Agreement), and (iv) do not require any
consent, waiver or approval of or by any person (other than the Purchasers)
which has not been obtained.


 


5.             Conditions
to Effectiveness.


 


The
effectiveness of this Amendment shall be subject to the satisfaction of the
following conditions precedent:


 


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(a)           The Purchasers shall have received
counterparts of this Amendment duly executed by the Company;


 


(b)           The Purchasers shall have received a
Certificate of the Secretary of the Company, certifying that this Amendment has
been duly authorized by the Board of Directors of the Company;


 


(c)           The Company shall have delivered to
the Purchasers evidence that Lender has executed and delivered to the Company a
written amendment and waiver with respect to the Loan Documents (as defined in
the Credit Agreement), in form and substance reasonably acceptable to the
Purchasers;


 


(d)           The Company, ARC Service, Inc., ARC
Solutions, Inc., ARC Midholding, Inc., Writers Inc., ARC Technology Management
LLC, ARC Staffing Management LLC, and ARC Shared Services LLC and Fleet Capital
Corporation shall have executed and delivered to the Purchasers an amendment to
the Guaranty Agreement dated as of April 14, 2003 made by Purchasers for the
benefit of Fleet Capital Corporation (as amended), in form and substance
satisfactory to the Purchasers; and


 


(e)           The Company shall have reimbursed the
Purchasers for all reasonable costs and expenses, including reasonable legal
fees and disbursements, incurred by the Purchasers in connection with this
Amendment and the transactions contemplated hereby.


 


6.             Miscellaneous.


 


(a)           Except as specifically amended
hereby, all of the terms and provisions of the Securities Purchase Agreement,
the other Subordinated Debt Documents and all related documents, 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]


 


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IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Amendment to Securities Purchase Agreement and Waiver to be duly executed by
their respective authorized officers as of the day and year first above
written.


 


 


	
  COMPANY:

  	 

	
   

  	 

	
  ALTERNATIVE
  RESOURCES CORPORATION

  	 

	
   

  	 

	
   

  	 

	
  By:

  	
  /s/ Steven
  Purcell

  	
   

  
	
   

  	
  Name:

  	
  Steven Purcell

  	
   

  
	
   

  	
  Title:

  	
  CFO

  	
   

  
	
   

  
	
   

  
	
  PURCHASERS:

  
	
   

  
	
  WYNNCHURCH
  CAPITAL PARTNERS, L.P.

  
	
  By:

  	
  Wynnchurch
  Partners, L.P., its general partner

  
	
  By:

  	
  Wynnchurch
  Management Inc., its general partner

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John
  Hatherly

  	
   

  
	
   

  	
  Name:

  	
   John Hatherly

  	
   

  
	
   

  	
  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/ John Hatherly

  	
   

  
	
   

  	
  Name:

  	
   John Hatherly

  	
   

  
	
   

  	
  Title:

  	
   President

  	
   

  
					



 


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