**Exhibit 4.5**

 

**AMENDMENT TO NOTES**

 

This  AMENDMENTTO NOTES dated as of April 14, 2003 (this “Amendment”), amongAlternative Resources Corporation, a Delaware corporation  (the “Company”), with headquarterslocated at 600 Hart Road, Suite 300, Barrington, Illinois 60010,  Wynnchurch Capital Partners, L.P., aDelaware limited partnership (“WCP”) and Wynnchurch Capital PartnersCanada, L.P., an Alberta, Canada limited partnership (“WCPC”, each ofWCP and WCPC, a “Purchaser,” and collectively, the “Purchasers”),amends the Senior Subordinated Secured Convertible Promissory Note dated as ofJanuary 31, 2002 issued to WCP by the Company in the original principal amountof $4,920,208.00 (“WCP Note”); and the Senior Subordinated SecuredConvertible Promissory Note dated as of January 31, 2002 issued to WCPC by theCompany in the original principal amount of $5,079,792  (the “WCPC Note,” and together withthe WCP Note, the “Notes”).

 

WHEREAS,  theCompany and Purchasers are entering into a Fifth Amendment to SecuritiesPurchase Agreement and Waiver of even date herewith pursuant to whichPurchasers are waiving certain events of default under that certain SecuritiesPurchase Agreement by and among the Company and Purchasers, dated as of January31, 2002, as amended (the “Securities Purchase Agreement”); and

 

WHEREAS, the Company and the Purchasers desire toamend certain provisions of the Notes, all subject to the terms, conditions andlimitations set forth herein;

 

NOW, THEREFORE, in consideration of the foregoing andthe agreements contained herein, the parties hereby agree as follows:

 

1.                                       CapitalizedTerms.

 

Capitalized terms used herein which are defined in theNotes have the same meanings herein as therein, except to the extent that suchmeanings are amended hereby.

 

2.                                       Amendment.

 

The Company and the Purchasers agree that thedefinition of “Conversion Price” in Section 2.1(f) of each of the Notes ishereby deleted and amended and restated in its to read as follows:

 

“(f)                              “ConversionPrice” means $1.50, subject to adjustments as set forth in Article VIhereof.”

 

3.                                       NoDefault, etc.

 

The Company hereby represents, warrants and confirmsthat: (a) after giving effect to this Amendment, the Company is in compliancewith all of the terms and provisions set forth in the Notes; and (b) theexecution, delivery and performance by the Company of this Amendment (i) havebeen duly authorized by all necessary action on the part of the Company, (ii)will not violate any applicable law or regulation or the organizational documentsof the Company or any of its subsidiaries, (iii) will not violate or result ina default under any indenture, agreement or other instrument binding on theCompany or any of its assets, and (iv) do not require any consent, waiver orapproval of or by any person (other than the Purchasers) which has not beenobtained.

 

 

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4.                                       Acknowledgment.

 

The Purchasers and the Company hereby acknowledge andagree that the adjustment to the Conversion Price of the Notes made in Section1 hereof shall not act to adjust the exercise price of any of the warrantsissued by the Company to Purchasers pursuant to the Securities PurchaseAgreement, and that the adjustment to the exercise price of the warrants madepursuant to that certain Amendment to Warrants between Purchasers and theCompany of even date herewith shall not act to cause any adjustment to theConversion Price of the Notes.

 

5.                                       Miscellaneous.

 

(a)                                  Exceptas specifically amended hereby, all of the terms and provisions of the Notesshall remain in full force and effect. The indebtedness evidenced by the Notesis continuing indebtedness and nothing herein shall be deemed to constitute apayment, settlement, disposition or novation of the Notes or release orotherwise adversely affect any rights of the Purchasers against the Company.

 

(b)                                 ThisAmendment may be executed in any number of counterparts, each of which, whenexecuted and delivered, shall be an original, but all counterparts shalltogether constitute one instrument. Delivery of an executed signature page hereto by facsimile transmissionshall be effective as delivery of a manually executed counterpart hereof.

 

(c)                                  ThisAmendment shall be governed by the laws of the State of Illinois and shall bebinding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns.

 

[*Remainder of Page Left Intentionally Blank*]

 

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INWITNESS WHEREOF, the parties hereto have caused this Amendment to be dulyexecuted by their respective authorized officers as of the day and year firstabove written.

 
| **COMPANY:**                                                                                                                                                                                                                         |                                                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|
|                                                                                                                                                                                                                                 |                                                   |
| ALTERNATIVE  RESOURCES CORPORATION                                                                                                                                                                                                   |                                                   |
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|                                                                                                                                                                                                                                 |                                                   |
| By:                                                                                                                                                                                                                                  |                                                   |   |   |
|                                                                                                                                                                                                                                 | Name:                                                  |   |   |   |
|                                                                                                                                                                                                                                 | Title:                                                 |   |   |   |
|                                                                                                                                                                                                                                 |                                                   |
|                                                                                                                                                                                                                                 |                                                   |
| **PURCHASERS:**                                                                                                                                                                                                                      |                                                   |
|                                                                                                                                                                                                                                 |                                                   |
| WYNNCHURCH  CAPITAL PARTNERS, L.P.                                                                                                                                                                                                   |                                                   |
| By:                                                                                                                                                                                                                                  | Wynnchurch  Partners, L.P., its general partner        |   |
| By:                                                                                                                                                                                                                                  | Wynnchurch  Management, Inc., its general partner      |   |
|                                                                                                                                                                                                                                 |                                                   |
|                                                                                                                                                                                                                                 |                                                   |
| By:                                                                                                                                                                                                                                  |                                                   |   |   |
|                                                                                                                                                                                                                                 | Name:                                                  |   |   |   |
|                                                                                                                                                                                                                                 | Title:                                                 |   |   |   |
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|                                                                                                                                                                                                                                 |                                                   |
| WYNNCHURCH  CAPITAL PARTNERS CANADA, L.P.                                                                                                                                                                                            |                                                   |
| By:                                                                                                                                                                                                                                  | Wynnchurch  Partners Canada, L.P., its general partner |   |
| By:                                                                                                                                                                                                                                  | Wynnchurch  GP Canada, Inc., its general partner       |   |
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| By:                                                                                                                                                                                                                                  |                                                   |   |   |
|                                                                                                                                                                                                                                 | Name:                                                  |   |   |   |
|                                                                                                                                                                                                                                 | Title:                                                 |   |   |   |
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| 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:                                                                                                                                                                                                                                  |                                                   |   |   |
|                                                                                                                                                                                                                                 | Name:                                                  |   |   |   |
|                                                                                                                                                                                                                                 | Title:                                                 |   |   |   |
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