Exhibit
4.4


 


SECOND
AMENDMENT TO NOTES


 


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 the Amendment to Notes dated April 14, 2003 (such
Senior Subordinated Secured Convertible Promissory Note, as so amended, the “WCPC
Note,” and together with the WCP Note, the “Notes”).


 


WHEREAS, the Company and
Purchasers are entering into a Sixth Amendment to Securities Purchase Agreement
and Waiver of even date herewith pursuant to which Purchasers are waiving
certain events of default under, and amending certain provisions of, 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 to increase the
Interest Rate of each of the Notes by 100 basis points, and in that regard
agree that the first sentence of the second paragraph of each of the Notes is
hereby deleted and amended and restated to read as follows:


 


“Subject to the following sentence and the following
paragraph, the unpaid principal amount from time to time outstanding (including
any Deferred Components (as defined herein)) shall bear interest (a) from the
date of this Note until June 30, 2003 at the annual rate of 15% per annum and
(b) from July 1, 2003 and thereafter at the annual rate of 16% per annum (the “Interest
Rate”), payable in arrears on each April 30, July 31, October 31 and
January 30 (unless such day is not a business day, in which event on the next
succeeding business day) (each, an “Interest Payment Date”) until
payment in full of the principal amount, interest and all other payment
obligations arising hereunder have been fully paid.”


 

















 


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.             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]


 


2

















 


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


 


	
  COMPANY:

  	 

	
   

  	 

	
  ALTERNATIVE RESOURCES CORPORATION

  	 

	
   

  	 

	
   

  	 

	
  By:

  	
  /s/ Robert Stanojev

  	
   

  
	
   

  	
  Name:

  	
   Robert
  Stanojev

  	
   

  
	
   

  	
  Title:

  	
   Chairman of
  the Board

  	
   

  
	
   

  
	
   

  
	
  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

  	
   

  
					



 


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/ Christopher Godfrey

  	
   

  
	
   

  	
  Name:

  	
  Christopher Godfrey

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
					



 


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