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EXHIBIT 4.11
SUBORDINATION AND INTERCREDITOR AGREEMENT
This SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of January 31,
2002 is by and among WYNNCHURCH CAPITAL PARTNERS, L.P. ("Wynnchurch Capital"),
WYNNCHURCH CAPITAL PARTNERS CANADA, L.P. ("Wynnchurch Canada"), ALTERNATIVE
RESOURCES CORPORATION, a Delaware corporation ("ARC"), ARC SERVICE, INC., a
Delaware corporation ("Service"), ARC SOLUTIONS, INC., a Delaware corporation
("Solutions), ARC MIDHOLDING, INC., a Delaware corporation ("Midholding"),
WRITERS INC., a California corporation ("Writers"), and FLEET CAPITAL
CORPORATION ("FCC").
WITNESSETH:
WHEREAS, concurrently herewith, ARC, Service, Solutions, Midholding and
Writers are entering into a Credit and Security Agreement with FCC; and
WHEREAS, as security for their obligations to FCC under the Credit and
Security Agreement, ARC, Service, Solutions, Midholding and Writers are granting
to FCC first priority liens on and security interests in substantially all of
their assets and properties; and
WHEREAS, concurrently herewith, ARC is issuing its Senior Subordinated
Secured Convertible Promissory Notes due January 31, 2009 to Wynnchurch Capital
and Wynnchurch Canada (collectively, "Wynnchurch"), and Service, Solutions,
Midholding and Writers are executing and delivering to Wynnchurch a Guaranty
(the "Subordinated Guaranty") with respect to ARC's obligations in respect of
such Notes; and
WHEREAS, as security for the obligations of ARC, Service, Solutions,
Midholding and Writers in respect the Senior Subordinated Secured Convertible
Promissory Notes and the Subordinated Guaranty, ARC, Service, Solutions,
Midholding and Writers are granting to Wynnchurch, second priority liens on and
security interests in substantially all of their assets and properties; and
WHEREAS, FCC and Wynnchurch desire to enter into this Agreement (i) to
set forth the relative priorities of the interests of the parties in the assets
and properties of ARC, Service, Solutions, Midholding and Writers and all
products and proceeds thereof, (ii) to provide for the orderly realization,
collection, liquidation and disposition of such assets, properties, products and
proceeds, and (iii) to agree upon various matters related thereto;
NOW THEREFORE, in consideration of the mutual benefits accruing to the
parties hereunder and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
1. DEFINITIONS.
As used above and elsewhere in this Agreement, the following terms shall
have the meanings ascribed to them below:
1.1. "Agreement" means this Subordination and Intercreditor
Agreement, as the same may be modified, amended, supplemented or restated from
time to time.
1.2. "Borrowers" means, collectively, ARC, Service, Solutions,
Midholding and Writers, together with their respective successors and assigns
and any additional subsidiaries of any of the
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foregoing that become "Borrowers" under the Senior Credit Agreement or
guarantors of the obligations of the Borrowers under the Senior Credit
Agreement.
1.3. "Collateral" means all of the property and assets, real or
personal, tangible or intangible, now or hereafter owned or acquired by the
Borrowers, including, without limitation, all stock, instruments and other
securities of any Borrower held by any other Borrower.
1.4. "Event of Default" means an "Event of Default" under the
Senior Credit Agreement.
1.5. "FCC Senior Credit Agreement" means the Credit and Security
Agreement dated as of January 31, 2002 by and among the Borrowers and FCC, as
the same may be modified, amended, extended, supplemented or restated from time
to time, subject to the provisions of Section 9(a) hereof.
1.6. "Refinanced Senior Credit Agreement" means any credit, loan
or other agreement entered into by any one or more of the Borrowers with any
Senior Creditor in connection with any refinancing or replacement of the Senior
Obligations under the FCC Senior Credit Agreement or in connection with any
refinancing or replacement of any other Refinanced Senior Credit Agreement
provided that such Refinanced Senior Credit Agreement complies with the
provisions of Section 9(b) hereof.
1.7. "Reorganization" means any voluntary or involuntary
dissolution, winding-up, total or partial liquidation or reorganization, or
bankruptcy, insolvency, receivership or other statutory or common law
proceedings or arrangements involving the Borrowers or the readjustment of their
liabilities or any assignment for the benefit of creditors or any marshalling of
their assets or liabilities.
1.8. "Senior Creditor" means FCC, together with its successors and
assigns, and any other bank, financial institution or other entity that
refinances or replaces or from time to time holds any of the Senior Obligations.
1.9. "Senior Credit Agreement" means (a) the FCC Senior Credit
Agreement, and (b) any Refinanced Senior Credit Agreement.
1.10. "Senior Obligations" means (a) all indebtedness, obligations
and liabilities of the Borrowers to FCC under the FCC Senior Credit Agreement or
otherwise, whether now existing or hereafter arising, whether direct, indirect,
absolute or contingent, due or to become due, including, without limitation, the
principal amount of all Loans and Letter of Credit reimbursement obligations
outstanding from time to time under the FCC Senior Credit Agreement, and all
interest, fees, expenses, indemnification obligations and other amounts from
time to time owing under the FCC Senior Credit Agreement, and all other
indebtedness, liabilities or obligations from time to time owing from the
Borrowers to FCC, and (b) all indebtedness, obligations and liabilities of the
Borrowers to any one or more Senior Creditors, or their successors and assigns,
hereafter incurred under any Refinanced Senior Credit Agreement. Notwithstanding
anything to the contrary set forth herein, (i) the Senior Obligations shall
expressly include all interest which may accrue in respect of any Senior
Obligations after the commencement by or against any Borrower of any
Reorganization, and (ii) unless the Subordinated Creditors otherwise consent in
writing, the aggregate amount of Senior Obligations with respect to which the
Subordinated Obligations shall be subordinated shall be limited to $33,000,000
in principal (the "Subordination Limit"), plus interest, fees costs and
expenses.
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1.11. "Subordinated Creditors" means Wynnchurch Capital and
Wynnchurch Canada, together with their successors, assigns and affiliates, and
any other holder from time to time of all or any portion of the Subordinated
Obligations.
1.12. "Subordinated Note and Warrant Documents" means,
collectively, the Securities Purchase Agreement dated as of January 31, 2002 by
and between ARC and Wynnchurch, the Subordinated Notes, the Guaranty, the Stock
Purchase Warrants issued by ARC in favor of Wynnchurch and all other
instruments, agreements and documents executed or delivered by ARC or any of the
other Borrowers to Wynnchurch in connection with the foregoing, as the same may
be assigned or transferred to one or more Subordinated Creditors.
1.13. "Subordinated Notes" means, collectively, the Senior
Subordinated Secured Convertible Promissory Notes due January 31, 2009 issued by
ARC to Wynnchurch in the original face principal amount of $10,000,000, together
with all additional notes from time to time issued to Wynnchurch or any other
Subordinated Creditor as payment for, or in replacement of, such Notes.
1.14. "Subordinated Obligations" means all monetary obligations or
liabilities for the payment of money from time to time owing from ARC or any of
the other Borrowers to Wynnchurch or any other Subordinated Creditor in respect
of the Subordinated Note and Warrant Documents or otherwise, whether now
existing or hereafter arising, whether direct, indirect, absolute or contingent,
due or to become due, including, without limitation, (a) the principal amount of
the Subordinated Notes and all interest, fees, expenses and other amounts from
time to time owing in respect of the Subordinated Notes, (b) any obligations to
repurchase or redeem for cash, or otherwise make cash payments in respect of the
Subordinated Notes or in respect of any stock, warrants, instruments or other
securities issued under or in respect of any of the Subordinated Note and
Warrant Documents, (c) any obligations to pay management or advisory fees or
other fees or compensation to Wynnchurch or any other Subordinated Creditor
(other than ordinary course fees for advisory services that have been approved
in writing by the Senior Creditor), and (d) any and all other monetary
obligations or liabilities for the payment of money (including indemnification
and reimbursement obligations) of any or all of the Borrowers to Wynnchurch or
any other Subordinated Creditor under or in respect of any of the Subordinated
Note and Warrant Documents or in respect of any other indebtedness, liabilities
or obligations of the Borrowers to the Subordinated Creditors.
2. TERMS OF SUBORDINATION.
2.1. NO TRANSFER. The Subordinated Creditors will not transfer,
sell or otherwise dispose of any of the Subordinated Obligations except to a
Person who agrees to become a party hereto.
2.2. PAYMENT SUBORDINATED. Anything in this Agreement or the
Subordinated Note and Warrant Documents notwithstanding, the payment of the
Subordinated Obligations is and shall be expressly subordinate and junior in
right of payment and, as provided in section 6 hereof, exercise of remedies, to
the prior payment in full of the Senior Obligations to the extent and in the
manner provided herein, and the Subordinated Obligations are hereby subordinated
as a claim against the Borrowers or any of the assets of the Borrowers, whether
such claim be (a) in connection with any Reorganization, or (b) other than in
connection with a Reorganization, to the prior payment in full of the Senior
Obligations. In furtherance of the foregoing, the Borrowers agree that they will
not make, and the holders of Subordinated Obligations each agree that they will
not accept or receive, any payment of Subordinated Obligations, including,
without limitation, any payment received through the exercise of any right of
setoff, counterclaim or crossclaim, until all of the Senior Obligations have
been paid in full or provision
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made for the full payment thereof in cash, except to the extent such payment is
permitted by section 2.6 hereof.
2.3. DISTRIBUTIONS IN REORGANIZATION. In the event of any
Reorganization relative to the Borrowers or their properties, then all of the
Senior Obligations shall first be paid in full in cash before any payment is
made in respect of the Subordinated Obligations, and in any such proceedings any
payment or distribution of any kind or character, whether in cash, property or
securities, which may be payable or deliverable in respect of the Subordinated
Obligations shall be paid or delivered directly to the Senior Creditor for
application in payment of the Senior Obligations, unless and until all such
Senior Obligations shall have been paid or satisfied in full, and each
Subordinated Creditor does hereby authorize the Senior Creditor to accept and
receipt for any payment or distribution and to apply such payment or
distribution to the payment of the then unpaid Senior Obligations, and to do any
and all things and to execute all instruments necessary to effectuate the
foregoing. In the event that, upon any such Reorganization, any payment or
distribution of assets of the Borrowers of any kind or character, whether in
cash, property or securities, shall be received by any holder of Subordinated
Obligations before all of the Senior Obligations are paid in full, such payment
or distribution shall be immediately paid over to the Senior Creditor for
application to the payment of all Senior Obligations remaining unpaid until all
such Senior Obligations shall have been paid in full, after giving effect to any
concurrent payment or distribution to the holders of such Senior Obligations.
2.4. EFFECT OF PROVISIONS. The provisions hereof are solely for
the purpose of defining the relative rights of the holders of Senior Obligations
on the one hand, and the holders of Subordinated Obligations on the other hand,
and none of such provisions shall impair, as between the Borrowers and any
holder of the Subordinated Obligations, the obligations of the Borrowers, which
are unconditional and absolute, to pay to such holder all of the Subordinated
Obligations in accordance with the terms thereof nor, except as provided in
section 6 below, shall any such provisions prevent any holder of Subordinated
Obligations from exercising all remedies otherwise permitted by applicable law
or under the terms of such Subordinated Obligations upon a default thereunder,
subject to the rights, if any, of holders of Senior Obligations under the
provisions of this Agreement.
2.5. SUBROGATION, ETC. Subject to the payment in full of all
Senior Obligations, the holders of the Subordinated Obligations shall be
subrogated to the rights of the holders of Senior Obligations to receive
payments or distributions of assets of the Borrowers made on the Senior
Obligations until the Subordinated Obligations shall be paid in full and, for
the purposes of such subrogation, no payments or distributions to the holders of
Senior Obligations of any cash, property or securities to which the holders of
the Subordinated Obligations would be entitled except for the provisions of this
Agreement, and no payment over pursuant to the provisions of this Agreement to
the holders of Senior Obligations, by the holders of the Subordinated
Obligations, shall, as between the Borrowers, the creditors of the Borrowers
(other than the holders of Senior Obligations) and the holders of the
Subordinated Obligations, be deemed to be a payment by the Borrowers to or on
account of Senior Obligations; it being understood that the provisions of this
Agreement are and are intended solely for the purpose of defining the relative
rights of the holders of the Subordinated Obligations on the one hand, and the
holders of Senior Obligations on the other hand.
2.6. PERMITTED PAYMENTS.
(a) Notwithstanding anything to the contrary set forth herein, so
long as (i) no Payment Default exists, (ii) no Blockage Period shall be
continuing, and (iii) no Event of Default shall result from the making of such
payment, ARC may pay or cause to be paid to Wynnchurch and any other
Subordinated Creditor, and Wynnchurch and any other Subordinated Creditor may
accept and retain regularly scheduled quarterly payments of interest but no
principal in respect of the Subordinated Notes
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on the dates and in the amounts provided for in the Subordinated Notes (as in
effect on the date hereof); provided that so long as the FCC Senior Credit
Agreement shall remain in effect in no event shall the aggregate amount of
interest payments made in respect of the Subordinated Notes during any calendar
quarter beginning with the calendar quarter beginning January 1, 2002 and ending
with the calendar quarter ending December 31, 2005 exceed 1.875% of the
outstanding principal balance of the Subordinated Notes without the prior
written consent of the Senior Creditor, except that if (A) the Senior Creditor
has received a Compliance Certificate indicating that the Borrowers are in
compliance with Section 8.10(b) of the FCC Senior Credit Agreement for the
period from January 1, 2002 through June 30, 2002 or any other two consecutive
fiscal quarters following the Effective Time, (B) no Payment Default exists, (C)
no Blockage Period shall have commenced and be continuing, (D) no Event of
Default shall result from the making of such payment, and (E) prior to such
payment, the Borrowers shall have delivered evidence to the Senior Creditor that
after giving effect to such payment, Excess Availability (as defined in the
Senior Credit Agreement) shall equal or exceed $5,000,000, the aggregate amount
of interest payments made in respect of the Subordinated Notes during any
calendar quarter may total up to (x) 4.50% of the outstanding principal balance
of the Subordinated Notes PLUS (y) the amount of prior interest payments that
were not paid as a result of the prior existence of a Payment Default or prior
commencement of a Blockage Period. Notwithstanding anything to the contrary set
forth herein, beginning with the calendar quarter beginning January 1, 2006, so
long as no Payment Default exists, no Blockage Period shall have commenced and
be continuing, and no Event of Default shall result from the making of such
payment, ARC may pay or cause to be paid to Wynnchurch and any other
Subordinated Creditor, and Wynnchurch and any other Subordinated Creditors may
accept and retain, scheduled quarterly payments of interest but no principal in
respect of the Subordinated Notes on the dates and in the amounts provided for
in the Subordinated Notes (as in effect on the date hereof). If Wynnchurch or
any other holder of the Subordinated Indebtedness receives payment from the
Borrowers pursuant to the first sentence of this Section 2.6(a), such payment
shall be deemed to constitute a representation of the Borrowers to the Senior
Creditor and to the Subordinated Creditors that no Event of Default exists, and
that such payment is permitted to be paid by the Borrowers under this Agreement;
and the Subordinated Creditors shall be entitled to keep and retain such payment
unless prior to the Subordinated Creditors' receipt of such payment there shall
occur a Payment Default or the Senior Creditor shall have sent a Blockage Notice
to the Subordinated Creditors, in which case the Subordinated Creditors shall
forthwith deliver such payment or an amount of cash equal thereto to the Senior
Creditor for application in payment of the Senior Obligations. Notwithstanding
anything to the contrary set forth herein, the Senior Creditor shall not be
entitled to block payments pursuant to the delivery of Blockage Notices
hereunder for more than 180 days during any 360 day period or commence more than
three Blockage Periods during the term of this Agreement.
(b) For purposes hereof, the terms:
(i) "Payment Default" shall mean any failure by the
Borrowers to pay any principal of or premium, if any, or interest on any
Senior Obligations or any fee or other amount owing to the Senior
Creditor when the same becomes due and payable, whether at maturity or
at date fixed for the payment of any installment or prepayment thereof
or by declaration or acceleration or otherwise (but after giving effect
to the period of grace, if any, applicable thereto). No Payment Default
shall be deemed to have been cured unless the full amount of the overdue
payment to which such Payment Default relates shall have been paid in
full prior to any acceleration of the Senior Obligations or unless
waived by the Senior Creditor.
(ii) "Blockage Notice" shall mean a written notice from the
Senior Creditor to the Subordinated Creditors of the existence of an
Event of Default and the commencement of a Blockage Period.
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(iii) "Blockage Period" shall mean the period commencing on
the date of delivery to the Subordinated Creditors of a Blockage Notice
and ending on the earlier to occur of (A) the 181st day following
delivery of such Blockage Notice and (B) the date the Event of Default
giving rise to such Blockage Notice is cured to the satisfaction of, or
waived by, the Senior Creditor.
(c) In addition to the foregoing limitations, the Borrowers and
the Subordinated Creditors agree that so long as any of the Senior Obligations
shall remain outstanding, the Borrowers shall not pay and no Subordinated
Creditor shall accept or receive, any management, consulting, advisory or other
fees; except that so long as no Payment Default exists and no Blockage Period is
continuing: (i) the Borrowers may pay reasonable directors' fees and reimburse
the Subordinated Creditors for reasonable costs and expenses incurred by the
Subordinated Creditors in connection with the Subordinated Obligations, and (ii)
with the written consent of the Senior Creditor, which consent shall not be
unreasonably withheld or delayed, the Borrowers may retain Wynnchurch or any
other Subordinated Creditor to perform, and pay to Wynnchurch or such other
Subordinated Creditor fees for, advisory services at market rates.
2.7. NO MODIFICATION OR AMENDMENT OF SUBORDINATED NOTE AND WARRANT
DOCUMENTS. The Borrowers and the Subordinated Creditors agree that so long as
the Senior Credit Agreement remains in effect or any of the Senior Obligations
remain outstanding, the Borrowers and the Subordinated Creditors shall not
alter, modify, amend, supplement or otherwise change any of the provisions of
the Subordinated Note and Warrant Documents.
3. AGREEMENT TO HOLD IN TRUST. If any holder of Subordinated
Obligations shall receive any payment on account of the Subordinated Obligations
in violation of this Agreement, it shall hold such payment in trust for the
benefit of the holder or holders of the Senior Obligations and pay it over to
the Senior Creditor for application in payment of the Senior Obligations.
4. REQUIREMENT OF SUBORDINATED CREDITORS TO GIVE NOTICE. The
Subordinated Creditors agree to notify the Senior Creditor upon (a) any
acceleration of the Subordinated Obligations, or (b) any transfer of any
Subordinated Obligations, specifying the name and address of the transferee. The
Senior Creditor agrees to notify the Subordinated Creditor upon any refinancing
or replacement of the Senior Obligations. Notwithstanding the foregoing, the
failure of any party to give any notice required under this section 4 shall not
affect the subordination of the Subordinated Obligations to the Senior
Obligations.
5. LEGEND. The Borrowers and the Subordinated Creditors, for
themselves and their successors and assigns, covenant to cause each negotiable
instrument representing or evidencing any of the Subordinated Obligations to
have affixed upon it a legend which reads substantially as follows:
"This instrument is subject to an Intercreditor and Subordination
Agreement dated as of January 31, 2002 among Wynnchurch Capital
Partners, L.P., Wynnchurch Capital Partners Canada, L.P., Alternative
Resources Corporation, ARC Service, Inc., ARC Solutions, Inc., ARC
Midholding, Inc., Writers, Inc. and Fleet Capital Corporation, which,
among other things, subordinates the maker's obligations to the payee to
the maker's obligations to the holders of Senior Obligations as defined
in said Agreement."
6. LIMIT ON RIGHT OF ACTION. The Subordinated Creditors, for
themselves and their respective successors and assigns, agree for the benefit of
the holders of the Senior Obligations that the Subordinated Creditors will not
take any action to accelerate or demand the payment of the Subordinated
Obligations or to foreclose or otherwise realize on any security or guaranty
given by the Borrowers or any of their Affiliates to secure or guarantee the
Subordinated Obligations (a) if a Payment Default shall have
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occurred and be continuing, (b) if a Blockage Period shall have commenced and be
continuing, or (c) at any time following any acceleration of the Senior
Obligations (unless such acceleration is subsequently rescinded by the Senior
Creditor). In any event, no such action to accelerate or demand the payment of
the Subordinated Obligations or to foreclose or otherwise realize on any
security or guaranty shall be taken by the Subordinated Creditor unless the
Subordinated Creditors have given the Senior Creditor thirty (30) days prior
written notice. Notwithstanding anything to the contrary set forth herein,
Wynnchurch and any other Subordinated Creditor may accelerate the Subordinated
Indebtedness at any time after the Senior Indebtedness has been accelerated, and
Wynnchurch and any other Subordinated Creditor may participate in any proceeding
with respect to a Reorganization not initiated by or at the request of a
Subordinated Creditor or any other persons acting in concert with a Subordinated
Creditor; provided that the provisions of Section 2.2 of this Agreement shall
continue to apply to any distributions made to any creditors in connection with
such Reorganization. The foregoing provisions of this section 6 are solely for
the purpose of defining the relative rights of the holders of Senior Obligations
on the one hand and the holders of the Subordinated Obligations on the other
hand and shall not limit or otherwise affect any rights which the holders of the
Subordinated Obligations may have against the Borrowers under the terms of the
Subordinated Note and Warrant Documents.
7. THE SUBORDINATED CREDITORS' JUNIOR SECURITY. FCC hereby consents to
the security interest of Wynnchurch in certain Collateral of the Borrowers
granted to secure the Subordinated Obligations of the Borrowers in respect of
the Subordinated Notes. The Subordinated Creditors hereby agree and confirm that
regardless of the relative times of attachment or perfection thereof or the
order of filing of financing statements, mortgages or other documents, and
regardless of anything in the Subordinated Note and Warrant Documents or the
Subordinated Notes to the contrary, any security interests or liens granted from
time to time to the Senior Creditor as security for the Senior Obligations shall
in all respects be first and senior security interests and liens, superior to
any security interests or liens granted to the Subordinated Creditors in the
Collateral as security for the Subordinated Obligations. The Senior Creditor
acknowledges (a) for purposes of Section 9-305 of the Uniform Commercial Code
that any Collateral in which it may from time to time hold a possessory security
interest shall also be held on behalf of the Subordinated Creditors (to the
extent the Subordinated Creditors have been granted a security interest in such
Collateral which is permitted hereunder and under the Senior Credit Agreement),
and (b) that any Collateral, including but not limited to deposit accounts of
the Borrowers, in which the Senior Creditor has perfected its security interest
by control under Section 9-314 of the Uniform Commercial Code shall also be held
on behalf of the Subordinated Creditors (to the extent the Subordinated
Creditors have been granted a security interest in such Collateral which is
permitted hereunder and under the Security Agreement), and the Senior Creditor
agrees, and the Borrowers consent, that except as otherwise provided in Section
8 below, at such time as any of such Collateral is released from the Senior
Creditor's lien thereon, it shall be delivered to the Subordinated Creditors to
be held as security for the Subordinated Obligations. In addition, if after the
Senior Creditor exercises its rights with respect to the Collateral and after
the application of the proceeds of the Collateral as provided in the Senior
Credit Agreement and the other Loan Documents, a surplus remains which would
otherwise be paid to the Borrowers, unless the Senior Creditor shall be directed
otherwise by a court of competent jurisdiction or by the Subordinated Creditors,
said surplus shall instead be delivered to the Subordinated Creditors to be
applied to the Subordinated Obligations in accordance with the terms thereof. In
foreclosing or realizing on the Senior Creditor's security interests in the
Collateral, so long as the Senior Creditor acts in a commercially reasonable
manner, the Senior Creditor may proceed in any manner which the Senior Creditor,
in its sole discretion, shall choose, even though a higher price might have been
realized if the Senior Creditor had proceeded to foreclose or realize on its
security interests in another manner.
8. RELEASE OF COLLATERAL. Without limiting any of the rights
(including the right to foreclose upon the Collateral) of the Senior Creditor
under the Senior Credit Agreement or the other Loan
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Documents (as defined in the Senior Credit Agreement) or under the provisions of
any applicable law, in the event that the Senior Creditor shall release its
security interests in, and liens upon, any Collateral which is subject to a
security interest or lien in favor of the Subordinated Creditors, the
Subordinated Creditors agree that such Collateral shall thereupon be released
from all such security interests and liens in favor of the Subordinated
Creditors, provided that the Senior Creditor shall reasonably believe that such
Collateral is being sold or transferred either (a) in the ordinary course of
business or (b) following the occurrence and during the continuance of an Event
of Default. The Subordinated Creditors agree that immediately upon the written
request of the Senior Creditor therefor, the Subordinated Creditors will
execute, deliver and file any and all such termination statements, lien releases
or other agreements or instruments as the Senior Creditor shall reasonably deem
necessary or appropriate in order to give effect to the foregoing provisions of
this section 8. The Subordinated Creditors hereby irrevocably appoint the Senior
Creditor the true and lawful attorneys of the Subordinated Creditors for the
purpose of executing and filing any such termination statements, lien releases
or other agreements or instruments. Without limiting the generality of the
foregoing provisions of this section 8, the Senior Creditor may (but shall not
be obligated to) cause an independent appraisal to be made as to the fair value
of any Collateral proposed to be sold or transferred and may conclusively rely
upon the results of any such appraisal. The Borrowers agrees to reimburse the
Senior Creditor on demand for the cost of any such appraisal and any
unreimbursed amounts shall constitute Senior Obligations for all purposes of
this Agreement.
9. AMENDMENTS AND MODIFICATIONS OF FCC SENIOR CREDIT AGREEMENT;
REFINANCED SENIOR CREDIT AGREEMENT.
(a) FCC hereby reserves the right, in its sole discretion (and
without in any way diminishing or altering its rights hereunder or the
subordination provisions contained herein), to modify, amend, waive, extend or
release any of the terms of the FCC Senior Credit Agreement, the Notes, the
other Loan Documents or the Senior Obligations or of any other document relative
thereto and to exercise or refrain from exercising any powers or rights which it
may have thereunder; provided that unless the Subordinated Creditors otherwise
agree in writing, no such modification, amendment or extension of the FCC Senior
Credit Agreement shall provide for: (i) the maximum principal amount of the
Senior Obligations to exceed the Subordination Limit; (ii) the maximum rate of
interest with respect to the Senior Obligations to exceed the greater of (A) the
Adjusted Base Rate (as defined in the FCC Senior Credit Agreement) plus 5.00% or
(B) the Eurodollar Rate (as defined in the FCC Senior Credit Agreement) plus
7.25%; or (iii) the payment by the Borrowers of any modification, amendment,
waiver, extension or similar fees in an aggregate amount in excess of 5% of the
maximum principal amount of the Senior Obligations.
(b) Wynnchurch and each other holder from time to time of the
Subordinated Obligations hereby acknowledges and agrees that this Agreement
shall apply to, and the provisions of this Agreement shall inure to the benefit
of, any Senior Creditor from time to time party to any Refinanced Senior Credit
Agreement, provided that unless the Subordinated Creditors otherwise agree in
writing, no Refinanced Senior Credit Agreement shall: (i) provide for the
maximum principal amount of the Senior Obligations to exceed the Subordination
Limit; (ii) provide for the maximum rate of interest with respect to the Senior
Obligations to exceed the greater of (A) the Adjusted Base Rate (as defined in
the FCC Senior Credit Agreement) plus 5.00% or (B) the Eurodollar Rate (as
defined in the FCC Senior Credit Agreement) plus 7.25%; (iii) require the
Borrowers to pay any commitment, closing or similar fees in an aggregate amount
in excess of 5% of the maximum principal amount of the Senior Obligations; or
(iv) contain financial covenants or other terms and conditions that are
materially less favorable to the Borrowers than the terms and conditions of the
FCC Senior Credit Agreement.
(c) This Agreement may be amended by or otherwise modified by an
agreement in writing signed by the Senior Creditor and the Subordinated
Creditors and such amendment or
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modification shall be binding on the Senior Creditor, the Subordinated Creditors
and the Borrowers; provided, however, no such amendment or modification unless
consented to by the Borrowers shall amend or modify the Borrowers' underlying
obligations under the Senior Obligations or Subordinated Obligations.
10. FURTHER ASSURANCES. Each of the Borrowers and the Subordinated
Creditors for itself and its respective successors and assigns, agrees to
execute and deliver to the Senior Creditor, and the Borrowers and the Senior
Creditor agree to execute and deliver to the Subordinated Creditors, in each
case at the expense of the Borrowers, such further documents and instruments and
to take such further action as the Senior Creditor or the Subordinated Creditors
may at any time or times reasonably request in order to carry out the provisions
and intent of this Agreement.
11. NOTICES. All notices and other communications hereunder shall be in
writing and shall be personally delivered, sent by facsimile transmission, or
mailed by first class mail, postage prepaid, as follows:
(a) If to the Subordinated Creditors:
Wynnchurch Capital Partners, L.P.
Two Conway Park
150 Field Drive, Suite 165
Lake Forest, Illinois 60045
Attn: John A. Hatherly
Fax No.: (847) 604-6105
with a copy to:
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606-7482
Attn: Mark Kindelin, Esq.
Fax No.: (312) 715-4800
(b) If to the Borrowers:
Alternative Resources Corporation
600 Hart Road, Suite 300
Barrington, Illinois 60010
Attn: Chief Financial Officer
Fax No.: 847-381-6604
with a copy to:
McDermott Will & Emery
227 West Monroe Street
Chicago, Illinois 60606
Attn: Lauretta Moran, Esq.
Fax No.: 312-984-7700
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(c) If to the Senior Creditor:
Fleet Capital Corporation
One Federal Street
Mail Stop MA DE 10307X
Boston, Massachusetts 02110
Attn: Christopher Godfrey
Fax No.: 617-654-1167
with a copy to:
Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199
Attn: David Ruediger, Esq.
Fax No.: 617-227-4420
or to such other address or addresses as the party to whom such notice is
directed may have designated in writing to the other parties hereto. A notice
shall be deemed to have been given upon the earlier to occur of (i) three (3)
days after the date on which it is deposited in the U.S. mails or (ii) receipt
by the party to whom such notice is directed.
12. SUCCESSORS: CONTINUING EFFECT. ETC. This Agreement is being entered
into for the benefit of, and shall be binding upon, the holders of the Senior
Obligations and the holders of the Subordinated Obligations and their respective
successors and assigns. This Agreement shall be a continuing agreement and shall
be irrevocable and shall remain in full force and effect so long as there are
both Senior Obligations (including, if applicable, any portion of the Senior
Creditor's "Revolving Credit Commitment" under the Senior Credit Agreement) and
Subordinated Obligations outstanding.
13. MISCELLANEOUS. In case any provision in this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which shall be an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.
{End of Text}
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IN WITNESS WHEREOF, the parties have executed this Agreement as a
sealed instrument as of the date first above written.
FLEET CAPITAL CORPORATION
By: /s/ Christopher Godfrey
Name: Christopher Godfrey
Title: Senior Vice President
WYNNCHURCH CAPITAL PARTNERS, L.P.
By: Wynnchurch Management Inc., its general partner
By: /s/ John Hatherly
Name: John Hatherly
Title: President
WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.
By: Wynnchurch GP Canada, Inc., its general partner
By: /s/ John Hatherly
Name: John Hatherly
Title: President
ALTERNATIVE RESOURCES CORPORATION
By: /s/ Steven Purcell
Name: Steven Purcell
Title: Senior Vice President and Chief Financial
Officer
ARC SERVICE, INC.
By: /s/ Steven Purcell
Name: Steven Purcell
Title: Vice President and Secretary
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ARC SOLUTIONS, INC.
By: /s/ Steven Purcell
Name: Steven Purcell
Title: Vice President and Secretary
ARC MIDHOLDING, INC.
By: /s/ Steven Purcell
Name: Steven Purcell
Title: Vice President and Secretary
WRITERS INC.
By: /s/ Steven Purcell
Name: Steven Purcell
Title Vice President and Secretary
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