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Exhibit 4.14
COMPANY SECURITY AGREEMENT
This COMPANY SECURITY AGREEMENT ("SECURITY AGREEMENT"), dated as of January
31, 2002, is between Alternative Resources Corporation, a Delaware corporation
("DEBTOR"), Wynnchurch Capital Partners, L.P., a Delaware limited partnership
("WYNNCHURCH") and Wynnchurch Capital Partners Canada, L.P., an Alberta, Canada
limited partnership ("WYNNCHURCH CANADA") (each of Wynnchurch and Wynnchurch
Canada, a "PURCHASER", and collectively, the "PURCHASERS").
RECITALS:
A. Debtor and the Purchasers have entered into a Securities Purchase
Agreement of even date herewith (as the same may be amended, modified,
supplemented or restated from time to time, the "SECURITIES PURCHASE
AGREEMENT"), pursuant to which Debtor has issued the Notes and Warrants subject
to the terms and conditions set forth in the Securities Purchase Agreement.
B. The conditions precedent to the obligation of Purchasers to purchase the
Notes and Warrants include the execution and delivery by Debtor of this Security
Agreement and the performance by Debtor of its obligations hereunder.
NOW, THEREFORE, in order to induce Purchasers to purchase the Purchased
Securities, and for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto hereby agree as
follows:
1. DEFINITIONS. All terms used herein which are defined in the Illinois
Uniform Commercial Code (as the same may be amended and in effect from time to
time, the "CODE") shall have the same meaning herein as in the Code unless the
context in which such terms are used herein indicates otherwise. All capitalized
terms used but not elsewhere defined in this Security Agreement shall have the
respective meanings ascribed to such terms in the Securities Purchase Agreement.
As used herein, the following terms have the following meanings:
1.1 DEBTOR'S OBLIGATIONS means the obligations of the Debtor to the
Purchasers arising under the Notes.
1.2 INTERCREDITOR AGREEMENT means the Intercreditor and Subordination
Agreement of even date herewith among the Purchasers, Debtor, ARC Service,
Inc., ARC Solutions, Inc., ARC Midholding, Inc., Writers, Inc. and FCC.
1.3 PERMITTED LIENS means liens permitted pursuant to the terms of the
Securities Purchase Agreement.
2. SECURITY INTERESTS. In order to secure Debtor's Obligations, Debtor
hereby grants to Purchasers a security interest in all tangible or intangible
property and assets of Debtor, whether
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now owned or hereafter acquired, and all additions and accessions thereto and
replacements therefor and proceeds and products thereof (collectively referred
to as "COLLATERAL"), including, without limitation, the property and assets
described below:
2.1 all tangible personal property (the "TANGIBLE COLLATERAL"),
including without limitation all present and future goods, inventory
(including, without limitation, all merchandise, raw materials, work in
process, finished goods and supplies), machinery, equipment, motor
vehicles, rolling stock, tools, furniture, real property, fixtures, office
supplies, computers, computer software and associated equipment, whether
now owned or hereafter acquired, including, without limitation, all
tangible personal property used in the operation of the business of Debtor;
2.2 all rights under all present and future authorizations, permits,
licenses and franchises issued, granted or licensed to the Debtor for the
operation of its business;
2.3 all patents of Debtor;
2.4 all trademarks of Debtor;
2.5 all copyrights of Debtor;
2.6 the entire goodwill of business of the Debtor and all other
general intangibles (including know-how, trade secrets, customer lists,
proprietary information, inventions, domain names, methods, procedures and
formulae) connected with the use of and symbolized by any patents,
trademarks or copyrights of Debtor;
2.7 all rights under all present and future vendor or customer
contracts and all franchise, distribution, design, consulting,
construction, engineering, management and advertising and related
agreements;
2.8 all rights under all present and future leases of real and
personal property ; and
2.9 all other personal property, including, without limitation, all
present and future accounts, accounts receivable, cash, cash equivalents,
deposits, deposit accounts, loss carry back, tax refunds, insurance
proceeds, premiums, rebates and refunds, choses in action, investment
property, securities, partnership interests, limited liability company
interests, contracts, contract rights, general intangibles (including
without limitation, all customer and advertiser mailing lists, intellectual
property, patents, copyrights, trademarks, trade secrets, trade names,
domain names, goodwill, customer lists, advertiser lists, catalogs and
other printed materials, publications, indexes, lists, data and other
documents and papers relating thereto, blueprints, designs, charts, and
research and development, whether on paper, recorded electronically or
otherwise), all websites (including without limitation, all content, HTML
documents, audiovisual material, software, data, hardware, access lines,
connections, copyrights, trademarks, patents and trade secrets relating to
such websites) and domain names, any information stored on any
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medium, including electronic medium, related to any of the personal
property of Debtor, all financial books and records and other books and
records relating, in any manner, to the business of Debtor, all proposals
and cost estimates and rights to performance, all instruments and
promissory notes, documents and chattel paper, and all debts, obligations
and liabilities in whatever form owing to Debtor from any person, firm or
corporation or any other legal entity, whether now existing or hereafter
arising, now or hereafter received by or belonging or owing to Debtor; and
all guaranties and security therefor, and all letters of credit and other
supporting obligations in respect of such debts, obligations and
liabilities. (The Collateral referred to in subsections 2.2 through 2.9 is
referred to herein as the "Intangible Collateral.")
The security interest of Purchasers in the Collateral shall be superior and
prior to all other Liens except (i) Liens in favor of FCC pursuant to the terms
of the Credit Agreement and subject to the provisions of the Intercreditor
Agreement and (ii) any other prior Liens permitted pursuant to the terms of the
Securities Purchase Agreement..
3. REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and warrants to
Purchasers as follows:
3.1 OWNERSHIP OF COLLATERAL. Debtor is the owner of all of the
Collateral in which a security interest is granted hereunder, except the
portion thereof consisting of after-acquired Property, and Debtor will be
the owner of such after-acquired Property, free from any Lien except for
Permitted Liens.
3.2 LOCATION OF DEBTOR; PLACES OF BUSINESS. Debtor is a corporation
organized under the laws of the State of Delaware. There is listed on
EXHIBIT A hereto the location of the chief executive office of Debtor, all
of the other places of business of Debtor and all locations where the
Tangible Collateral and the books and records of Debtor are kept. Debtor
shall not take any actions the result of which would be a change in
Debtor's state of organization nor change the location of (i) Debtor's (A)
chief executive office or (B) books and records or (ii) any Tangible
Collateral, in each case without first giving Purchasers at least 30 days'
advance written notice thereof and having taken any and all action
reasonably requested by Purchasers to maintain and preserve the Lien in
favor of Purchasers hereby granted free and clear of any Lien whatsoever
except for Permitted Liens.
3.3 TRADE OR ASSUMED NAMES. All trade or assumed names under which
Debtor has done business in the last 5 years are listed in EXHIBIT B.
3.4 FINANCING STATEMENTS. Except for the financing statements of FCC
and Purchasers and the financing statements disclosed on the Schedules to
the Securities Purchase Agreement, if any, to Debtor's knowledge, no
financing statement covering any Collateral or any portion or proceeds
thereof is on file in any public office.
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3.5 INTANGIBLE COLLATERAL. The Intangible Collateral represents bona
fide and existing indebtedness, obligations, liabilities, rights and
privileges owed or belonging to Debtor to which, to the best of Debtor's
knowledge, there is no valid defense, set-off or counterclaim against
Debtor and in connection with which there is no default with respect to any
material payment or material performance on the part of Debtor, or, to the
best of Debtor's knowledge, any other party.
3.6 TANGIBLE COLLATERAL-PERSONAL PROPERTY. All Tangible Collateral at
all times shall be considered personal property.
4. AFFIRMATIVE COVENANTS. Until all of Debtor's Obligations are satisfied,
Debtor agrees that it will:
4.1 TAXES. Pay promptly when due all taxes, levies, assessments and
governmental charges upon and relating to any of the Property, income or
receipts of Debtor or otherwise for which Debtor is or may be liable.
4.2 INSURANCE. Debtor shall maintain insurance on the Collateral as
required pursuant to the terms of the Securities Purchase Agreement..
4.3 TANGIBLE COLLATERAL.
4.3.1 GOOD REPAIR. Keep the Tangible Collateral in good working
order and repair and make all necessary replacements thereof and
renewals thereto so that the value and operating efficiency thereof at
all times shall be maintained and preserved.
4.3.2 INSURANCE REQUIREMENTS. Maintain the Tangible Collateral at
all times in accordance with the requirements of all insurance
carriers which provide insurance with respect to such Tangible
Collateral so that such insurance shall remain in full force and
effect.
4.3.3 CERTIFICATES OF TITLE. Upon the request of Purchasers (i)
promptly deliver to Purchasers all certificates of title pertaining to
the Tangible Collateral and (ii) take all actions requested by
Purchasers to cause the Lien granted to Purchasers hereunder to be
noted on such certificates of title.
4.3.4 USE OF COLLATERAL. Use the Tangible Collateral in material
compliance with all statutes, regulations, ordinances, requirements
and regulations and all judgments, orders, injunctions and decrees
applicable thereto, and all other federal, state and local laws.
4.4 INTANGIBLE COLLATERAL.
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4.4.1 PAYMENTS. Make all payments and perform all acts reasonably
necessary to maintain and preserve the Intangible Collateral,
including, without limitation, filing of documents, renewals or other
information with any Governmental Body or any other Person.
4.4.2 DELIVERY OF INSTRUMENTS. Promptly deliver to Purchasers or,
prior to the termination of the Intercreditor Agreement, to FCC the
original executed copies of all instruments and promissory notes which
constitute part of the Intangible Collateral, together with such
endorsements, assignments and other agreements as Purchasers may
request in order to perfect the Security Interests.
4.4.3 ACCURATE RECORDS. At all times keep accurate and complete
records of payment and performance by Debtor and other persons or
entities of their respective obligations with respect to the
Intangible Collateral and permit Purchasers or any of its agents to
call at Debtor's place of business without hindrance or delay to
inspect, audit, check or make extracts from the books, records,
correspondence or other data relating to the Intangible Collateral,
provided that, unless an Event of Default has occurred and is
continuing, Purchasers will not make or cause to be made any such
inspections more often than 4 times per year.
4.4.4 DEFAULTS, OTHER CLAIMS. Immediately inform Purchasers of
any default in payment or performance by Debtor or any other person or
entity of any obligation with respect to the Intangible Collateral or
of claims made by others in regard to the Intangible Collateral, if
either of which could have a Material Adverse Effect.
4.4.5 COMMERCIAL TORT CLAIMS. Immediately inform Purchasers of
the occurrence of any commercial tort claims of which Debtor is
claimant and provide to Purchasers such information with respect
thereto as Purchasers may require.
4.5 COLLECTION OF PROCEEDS. Collect the proceeds of indebtedness owing
to Debtor by any person or entity under any instrument or by any account
debtor with respect to any account, contract right, chattel paper or
general intangible.
4.6 FINANCING STATEMENTS, FURTHER ASSURANCES. Debtor hereby authorizes
Purchasers to file any financing statements in any jurisdictions as may be
necessary to perfect the security interest in the Collateral granted
pursuant to this Security Agreement. Debtor, upon demand, shall pay the
cost of filing all such financing statements, continuation statements,
termination statements, amendments to any of the foregoing and other
documents.
5. NEGATIVE COVENANTS. Until all of Debtor's Obligations are satisfied,
Debtor agrees that it will not:
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5.1 SALES AND TRANSFER OF COLLATERAL. Sell, lease, assign or otherwise
dispose of any of the Collateral, except as may be permitted by and in
accordance with the applicable provisions the Securities Purchase
Agreement.
5.2 INSTALLATION OF TANGIBLE COLLATERAL. Permit any of the Tangible
Collateral to be installed, affixed or attached to the real estate of
Debtor or any other person or entity so as to become a part thereof or
become in any sense a fixture not otherwise pledged to Purchasers.
6. EVENT OF DEFAULT. Debtor shall be in default under this Security
Agreement upon the occurrence of an Event of Default under the Securities
Purchase Agreement.
7. REMEDIES UPON DEFAULT. Upon the occurrence and continuance of an Event
of Default:
7.1 RIGHTS OF PURCHASERS. Purchaser shall have all of the rights and
remedies of a secured party under the Code and all other rights and
remedies accorded to secured parties at equity or law, including, without
limitation, the right to apply for and have a receiver appointed by a court
of competent jurisdiction to manage, protect and preserve the Collateral,
to continue operating the BUSINESS of Debtor and to collect all revenues
and profits thereof. Any notice of sale or other disposition of Collateral
given not less than ten (10) days prior to such proposed action shall
constitute reasonable and fair notice of such action. Purchasers may
postpone or adjourn any such sale from time to time by announcement at the
time and place of sale stated in the notice of sale or by announcement of
any adjourned sale, without being required to give a further notice of
sale. Any such sale may be for cash or, unless prohibited by applicable
law, upon such credit or installment terms as Purchasers shall determine.
Debtor shall be credited with the net proceeds of such sale only when such
proceeds actually are received by Purchasers in U.S. dollars available to
Purchasers. Despite the consummation of any such sale, Debtor shall remain
liable for any deficiency on Debtor's Obligations which remains outstanding
following any such sale.
7.2 ASSEMBLY OF COLLATERAL. Upon the request of Purchasers, Debtor
shall assemble and make the Collateral available to Purchasers at a place
designated by Purchasers.
7.3 PROCEEDS. Debtor shall hold all proceeds of the Collateral
collected by Debtor in trust for Purchasers, and promptly upon receipt
thereof, turn over such proceeds to Purchasers in the exact form in which
they were received.
7.4 OTHER RIGHTS. Purchasers, at their election, and without notice to
Debtor, may:
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7.4.1 NOTIFICATION. Notify the obligors under any instruments and
the account debtors of any account, contract right, chattel paper or
general intangible to make all payments directly to Purchasers.
7.4.2 COLLECTION OF PAYMENTS. Demand, sue for, collect or
receive, in the name of Debtor or any Purchaser, any money, property
or assets payable or receivable on any item of Collateral.
7.4.3 SETTLEMENT. Settle, release, compromise, adjust, sue upon
or otherwise enforce any item of Collateral as Purchasers may
determine.
7.4.4 MAIL OF DEBTOR; ENDORSEMENT OF CHECKS. For the purpose of
enforcing Purchasers' rights under this Security Agreement, open all
mail containing checks and other forms of payment in respect of
accounts receivable of the Debtor and process such checks and other
forms of payment.
8. POWER OF ATTORNEY. To effectuate the rights and remedies of Purchasers
under this Security Agreement, Debtor hereby irrevocably appoints Purchasers as
its attorney-in-fact, in the name of Debtor or in the name of Purchasers, to:
8.1 EXECUTION OF FINANCING STATEMENTS. Execute and file from time to
time financing statements, continuation statements, termination statements
and amendments thereto, covering the Collateral, in form satisfactory to
Purchasers.
8.2 EXECUTION OF OTHER DOCUMENTS. If an Event of Default exists and is
continuing, take all action and execute all documents referred to in
Section 7.4 above.
The power of attorney granted pursuant to this SECTION 8 is coupled with an
interest and shall be irrevocable until all of Debtor's Obligations have been
paid and performed in full.
9. CERTAIN AGREEMENTS OF DEBTOR.
9.1 WAIVER OF NOTICE. Debtor hereby waives notice of the acceptance of
this Security Agreement and, except as otherwise specifically provided in
Section 7.1 above or in the Investment Agreements, all other notices,
demands or protests to which Debtor otherwise might be entitled by law (and
which lawfully may be waived) with respect to this Security Agreement,
Debtor's Obligations and the Collateral.
9.2 RIGHTS OF PURCHASERS. Debtor agrees that Purchasers (i) shall have
no duty as to the collection or protection of the Collateral or any income
thereon, (ii) may exercise the rights and remedies of Purchasers with
respect to the Collateral without resort or regard to other security or
sources for payment and (iii) shall not be deemed to have waived any of the
rights or remedies granted to Purchasers hereunder unless such waiver shall
be in writing and shall be signed by Purchasers. Debtor and Purchasers
acknowledge their intent that, upon the occurrence of an Event of Default,
Purchasers
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shall receive, to the fullest extent permitted by law and governmental
policy, all rights necessary or desirable to obtain, use or sell the
Collateral, and to exercise all remedies available to Purchasers under the
Investment Agreements, the Code or other applicable law. Debtor and
Purchasers further acknowledge and agree that, in the event of changes in
law or governmental policy occurring subsequent to the date hereof that
affect in any manner Purchasers' rights of access to, or use or sale of,
the Collateral, or the procedures necessary to enable Purchasers to obtain
such rights of access, use or sale, Purchasers and Debtor shall amend the
Investment Agreements, in such manner as Purchasers shall request, in order
to provide Purchasers such rights to the greatest extent possible
consistent with then applicable law and governmental policy.
9.3 NO DELAY, SINGLE OR PARTIAL EXERCISE PERMITTED. No delay or
omission on the part of Purchasers in exercising any rights or remedies
contained herein shall operate as a waiver of such right or remedy or of
any other right or remedy, and no single or partial exercise of any right
or remedy shall preclude any other or further exercise thereof, or the
exercise of any other right or remedy. A waiver of any right or remedy on
any one occasion shall not be construed as a bar or waiver of any right or
remedy on future occasions, and no delay, omission, waiver or single or
partial exercise of any right or remedy shall be deemed to establish a
custom or course of dealing or performance between the parties hereto.
10. INTERCREDITOR AGREEMENT. The Liens granted pursuant to this Security
Agreement are subject to the Intercreditor Agreement, which, among other things,
subordinates the Lien in the Collateral granted to Purchasers hereunder to the
Lien in the Collateral granted to the holders of Senior Obligations (as defined
in the Intercreditor Agreement) under the Credit Agreement.
11. RIGHTS CUMULATIVE. All rights and remedies of Purchasers pursuant to
this Security Agreement, the Securities Purchase Agreement or the other
Investment Agreements, shall be cumulative and non-exclusive, and may be
exercised singularly or concurrently.
12. SEVERABILITY. In the event that any provision of this Security
Agreement is deemed to be invalid by reason of the operation of any law, or by
reason of the interpretation placed thereon by any court, the validity, legality
and enforceability of the remaining terms and provisions of this Security
Agreement shall not in any way be affected or impaired thereby, all of which
shall remain in full force and effect, and the affected term or provision shall
be modified to the minimum extent permitted by law so as to achieve most fully
the intention of this Security Agreement.
13. NOTICES. All notices and communications under this Security Agreement
shall be in writing and delivered in the manner set forth in the Securities
Purchase Agreement.
14. SUCCESSORS AND ASSIGNS. This Security Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective permitted
successors and assigns of Purchasers and Debtor.
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15. CAPTIONS. The headings in this Security Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
16. COUNTERPARTS. This Security Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which,
when taken together, shall be one and the same instrument.
17. SURVIVAL OF SECURITY AGREEMENT; TERMINATION. All covenants, agreements,
representations and warranties made herein shall survive the execution and
delivery of the Investments Agreements and shall terminate only when Debtor's
Obligations have been satisfied in full.
18. GOVERNING LAW; JURISDICTION. This Security Agreement shall be governed
by and construed in accordance with the laws of the State of Illinois applicable
to contracts made and to be performed in the State of Illinois. The parties
hereto irrevocably consent to the jurisdiction of the United States federal
courts located in the State of Illinois and the State Courts in the County of
Cook in the State of Illinois in any suit or proceeding based on or arising
under this Security Agreement or the transactions contemplated hereby and
irrevocably agree that all claims in respect of such suit or proceeding may be
determined in such courts. Debtor irrevocably waives the defense of an
inconvenient forum to the maintenance of such suit or proceeding. Debtor further
agrees that service of process upon Debtor mailed by the first class mail shall
be deemed in every respect effective service of process upon Debtor in any suit
or proceeding arising hereunder. Nothing herein shall affect either Purchaser's
right to serve process in any other manner permitted by law. The parties hereto
agree that a final non-appealable judgment in any such suit or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on such
judgment or in any other lawful manner
19. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
WHICH CANNOT BE WAIVED, DEBTOR AND PURCHASERS HEREBY WAIVE AND COVENANT THAT
THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT
TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION, OR
CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS SECURITY AGREEMENT OR ANY
OTHER INVESTMENT AGREEMENT OR THE SUBJECT MATTER HEREOF OR THEREOF OR ANY
OBLIGATION HEREUNDER OR THEREUNDER OR IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PURCHASERS OR DEBTOR OR ANY OF THEM IN
CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. DEBTOR AND THE
PURCHASERS ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 19 CONSTITUTE A
MATERIAL INDUCEMENT UPON WHICH EACH OF THE DEBTOR AND THE PURCHASERS HAVE
RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO THIS SECURITY AGREEMENT AND
THE OTHER INVESTMENT AGREEMENTS. Either Purchaser or Debtor may file an original
counterpart or a copy of this
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Section 19 with any court as written evidence of the consent of the parties
hereto to the waiver of their respective right to trial by jury.
20. TIME OF THE ESSENCE. Time for the performance of Debtor's Obligations
under this Security Agreement is of the essence.
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IN WITNESS WHEREOF, this Security Agreement has been executed and delivered
by the parties hereto by a duly authorized officer of each such party on the
date first set forth above.
DEBTOR:
ALTERNATIVE RESOURCES CORPORATION
By: /s/ Steven Purcell
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Name: Steven Purcell
Title: Senior Vice President and Chief
Financial Officer
PURCHASERS:
WYNNCHURCH CAPITAL PARTNERS, L.P.
By: Wynnchurch Management Inc., its general
partner
By: /s/ John Hatherly
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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
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EXHIBIT A
LOCATION OF CHIEF EXECUTIVE OFFICE,
LOCATION OF OTHER PLACES OF BUSINESS,
LOCATION OF BOOKS AND RECORDS AND
LOCATIONS OF ALL TANGIBLE COLLATERAL
[OMITTED]
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EXHIBIT B
LIST OF TRADE NAMES
[OMITTED]