**Exhibit 4.6**

 

**AMENDMENT TO WARRANTS**

 

This  AMENDMENTTO WARRANTS 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 Alternative Resources Corporation Stock Purchase Warrant No. W-1 datedas of January 31, 2002 issued to WCP; Alternative Resources Corporation StockPurchase Warrant No. W-2 dated as of January 31, 2002 issued to WCPC;Alternative Resources Corporation Contingent Stock Purchase Warrant No. C-1dated as of January 31, 2002 issued to WCP; and Alternative ResourcesCorporation Contingent Stock Purchase Warrant No. C-2 dated as of January 31,2002 issued to WCPC (collectively, the “Warrants”).

 

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 Warrants, all subject to the terms, conditionsand limitations 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 theWarrants have the same meanings herein as therein, except to the extent thatsuch meanings are amended hereby.

 

2.                                       Amendment.

 

                                                TheCompany and the Purchasers agree that the last phrase of the first sentence ofeach of the Warrants, following the definition of “Common Stock” is herebydeleted and amended and restated in its entirety to read as follows:

 

“at an exercise price of$ 0.26****pershare (the “Exercise Price”).”

 

3.                                       NoDefault, etc.

 

                                                TheCompany hereby represents, warrants and confirms that: (a) after giving effectto this Amendment, the Company is in compliance with all of the terms andprovisions set forth in the Warrants; and (b) the execution, delivery andperformance by the Company of this Amendment (i) have been duly authorized byall necessary action on the part of the Company, (ii) will not violate anyapplicable law or regulation or the organizational documents of the Company orany of its subsidiaries, (iii) will not violate or result in a default underany indenture, agreement or other instrument binding on the Company or any ofits assets, and (iv) do not require any consent, waiver or approval of or byany person (other than the Purchasers) which has not been obtained.

 

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4.                                       Acknowledgment.

 

ThePurchasers and the Company hereby acknowledge and agree that the adjustment tothe exercise price of the Warrants made in Section 1 hereof shall not act toadjust the Conversion Price of any of the senior subordinated promissory notesissued by the Company to Purchasers pursuant to the Securities PurchaseAgreement, and that the adjustment to the Conversion Price of the Notes madepursuant to that certain Amendment to Notes between Purchasers and the Companyof even date herewith shall not act to cause any adjustment to the exerciseprice of the Warrants.

 

5.                                       Miscellaneous.

 

(a)                                  Exceptas specifically amended hereby, all of the terms and provisions of the Warrantsshall remain in full force and effect.

 

(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                                                                                                                                                                                                   |                                                   |
|                                                                                                                                                                                                                                 |                                                   |
|                                                                                                                                                                                                                                 |                                                   |
| 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:                                                 |   |   |   |
|                                                                                                                                                                                                                                 |                                                   |
|                                                                                                                                                                                                                                 |                                                   |
| WYNNCHURCH  CAPITAL PARTNERS CANADA, L.P.                                                                                                                                                                                            |                                                   |
| By:                                                                                                                                                                                                                                  | Wynnchurch  Partners Canada, L.P., its general partner |   |
| By:                                                                                                                                                                                                                                  | Wynnchurch  GP Canada, Inc., its general partner       |   |
|                                                                                                                                                                                                                                 |                                                   |
|                                                                                                                                                                                                                                 |                                                   |
| 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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