**Exhibit4.4**

 

**SECONDAMENDMENT TO NOTES**

 

This SECOND AMENDMENT TONOTES dated as of August 14, 2003 (this “Amendment”), among AlternativeResources 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 limitedpartnership (“WCPC”, each of WCP and WCPC, a “Purchaser,” andcollectively, the “Purchasers”), amends the Senior Subordinated SecuredConvertible Promissory Note dated as of January 31, 2002 issued to WCP by theCompany in the original principal amount of $4,920,208.00, as amended by theAmendment to Notes dated April 14, 2003 (such Senior Subordinated SecuredConvertible Promissory Note, as so amended, the “WCP Note”); and theSenior 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 (suchSenior Subordinated Secured Convertible Promissory Note, as so amended, the “WCPCNote,” and together with the WCP Note, the “Notes”).

 

WHEREAS, the Company andPurchasers are entering into a Sixth Amendment to Securities Purchase Agreementand Waiver of even date herewith pursuant to which Purchasers are waivingcertain events of default under, and amending certain provisions of, thatcertain 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 andthe Purchasers desire to amend certain provisions of the Notes, all subject tothe terms, conditions and limitations set forth herein;

 

NOW, THEREFORE, inconsideration of the foregoing and the agreements contained herein, the partieshereby agree as follows:

 

1.             Capitalized Terms.

 

Capitalized terms usedherein 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 theInterest Rate of each of the Notes by 100 basis points, and in that regardagree that the first sentence of the second paragraph of each of the Notes ishereby deleted and amended and restated to read as follows:

 

“Subject to the following sentence and the followingparagraph, the unpaid principal amount from time to time outstanding (includingany Deferred Components (as defined herein)) shall bear interest (a) from thedate 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 “InterestRate”), payable in arrears on each April 30, July 31, October 31 andJanuary 30 (unless such day is not a business day, in which event on the nextsucceeding business day) (each, an “Interest Payment Date”) untilpayment in full of the principal amount, interest and all other paymentobligations arising hereunder have been fully paid.”

 

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3.             NoDefault, etc.

 

The Company herebyrepresents, warrants and confirms that: (a) after giving effect to thisAmendment, the Company is in compliance with all of the terms and provisionsset forth in the Notes; and (b) the execution, delivery and performance bythe Company of this Amendment (i) have been duly authorized by all necessaryaction on the part of the Company, (ii) will not violate any applicable law orregulation or the organizational documents of the Company or any of itssubsidiaries, (iii) will not violate or result in a default under anyindenture, agreement or other instrument binding on the Company or any of itsassets, 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 asspecifically amended hereby, all of the terms and provisions of the Notes shallremain in full force and effect.  Theindebtedness evidenced by the Notes is continuing indebtedness and nothingherein shall be deemed to constitute a payment, settlement, disposition ornovation of the Notes or release or otherwise adversely affect any rights ofthe 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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IN WITNESS WHEREOF, the parties hereto have causedthis Second Amendment to Notes to be duly executed by their respectiveauthorized 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 certainSubordination and Intercreditor Agreement by and among the Purchasers, Fleet CapitalCorporation 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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