**Exhibit 10.1**EXECUTION VERSIONCONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT     THIS CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT (this “**Amendment**”) is entered into as ofMay 31, 2007 by and among **COMSYS SERVICES LLC**, a Delaware limited liability company (“**COMSYSServices**”), **COMSYS INFORMATION TECHNOLOGY SERVICES, INC.**, a Delaware corporation (“**COMSYS IT**”),**PURE SOLUTIONS, INC.**, a California corporation (“**Pure Solutions**”; COMSYS Services, COMSYS IT andPure Solutions are referred to herein each individually as a “**Borrower**” and collectively as the“**Borrowers**”), **COMSYS IT PARTNERS, INC.**, a Delaware corporation (“**Holdings**”), **PFI LLC**, a Delawarelimited liability company (“**PFI**”), **COMSYS IT CANADA, INC.**, a North Carolina corporation (“**COMSYSCanada**”), **ECONOMETRIX, LLC**, a Delaware limited liability company (“**Econometrix**”), COMSYS Services,acting in its capacity as borrowing agent and funds administrator for the Borrowers (in suchcapacity, the “**Funds Administrator**”), the financial institutions from time to time parties thereto(the “**Lenders**”), **MERRILL LYNCH CAPITAL**, a division of Merrill Lynch Business Financial ServicesInc., as administrative agent (the “**Agent**”), Sole Bookrunner and Sole Lead Arranger, **ING CAPITALLLC**, as co-documentation agent, **ALLIED IRISH BANKS PLC**, as co-documentation agent, **BMO CAPITALMARKETS FINANCING, INC.**, as co-documentation agent (together with ING Capital LLC and Allied IrishBanks PLC, the “**Co-Documentation Agents**”), and **GMAC COMMERCIAL FINANCE LLC**, as syndication agent(the “**Syndication Agent**”).W I T N E S S E T H:     WHEREAS, the Borrowers, Holdings, PFI, COMSYS Canada, Econometrix, the Agent, theCo-Documentation Agents, the Syndication Agent and each Lender are parties to that certain CreditAgreement dated as of December 14, 2005 (as the same has been and may hereinafter be furtheramended, restated, supplemented or otherwise modified and in effect from time to time, the “**CreditAgreement**”);     WHEREAS, the Borrowers have requested, among other things, that the Agent and the Lenders (A)amend the Credit Agreement in certain respects, (B) consent to the acquisition (the “**Plum RhinoAcquisition**”) by Holdings of all of the issued and outstanding membership interests of Plum RhinoConsulting, LLC, a Georgia limited liability company (“**Plum Rhino**”), for an aggregate purchaseprice not to exceed $6,200,000 plus any working capital adjustment that may be required to be paidin accordance with Section 1.3(c) of the Plum Rhino Purchase Agreement described herein, and as ineffect on the date hereof (the “**Net Working Capital Adjustment**”) and up to $3,730,000 of possibleearnout payments (the “**Plum Rhino Earnout**”), required pursuant to Section 1.4 of the Plum RhinoPurchase Agreement, as in effect on the date hereof, which such consideration shall consist solelyof (i) common stock of Holdings, (ii) $155,412 of the proceeds of Revolving Loans (which shall beimmediately used to repay existing Debt of Plum Rhino), and (iii) the Plum Rhino Earnout payments,$750,000 of which may be paid no earlier than May 31, 2008, $900,000 of which may be paid noearlier than May 31, 2009 and up to $2,080,000 of which may be paid no earlier than May 31, 2010,in each case, subject to and in accordance with the terms and conditions set forth in that certainMembership Interest Purchase Agreement (the “**Plum Rhino Purchase Agreement**”; the Plum RhinoPurchase Agreement, together with each other document, agreement and instrument executed in
 

 
connection therewith, in each case, as in effect on the date hereof, the “**Plum Rhino PurchaseDocuments**”) dated as of May 31, 2007, by and among Holdings, Stephany Lewis, an individual(“**Lewis**”), and Matthew Dattilo, an individual (“**Dattilo**”; Lewis and Dattilo are referred to hereintogether as the “**Plum Rhino Sellers**”), and (C) consent to the transfer by Holdings of all of theissued and outstanding membership interests of Plum Rhino to COMSYS IT immediately upon theconsummation of the Plum Rhino Acquisition (the “**Plum Rhino Contribution**”); and     WHEREAS, the Agent and the Lenders agree to accommodate such requests of the Credit Parties,on the terms and subject to the conditions herein set forth.     NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants containedherein, the parties agree as follows:     1. Defined Terms. Capitalized terms used but not defined herein shall have themeanings ascribed to them in the Credit Agreement, as amended by this Amendment.     2. Amendments. Effective as of the date of the Acquisition, upon satisfaction of theconditions precedent set forth in Section 4 hereof, the Credit Agreement is amended as set forth inthis Section 2:     (a) **Section 1.1**. Section 1.1 of the Credit Agreement is hereby amended by addingthereto the following defined terms and their respective definitions in the correct alphabeticalorder:“**Fifth Amendment**” means that certain Consent and Fifth Amendment to Credit Agreementdated as of the Fifth Amendment Effective Date by and among the Borrowers andcertain other Credit Parties, the Agent, the Co-Documentation Agents, theSyndication Agent and the Lenders.“**Fifth Amendment Effective Date**” means May 31, 2007.“**Plum Rhino**” means Plum Rhino Consulting, LLC, a Georgia limited liability company.“**Plum Rhino Acquisition**” means the acquisition by Holdings of all of the issued andoutstanding membership interests of Plum Rhino, in accordance with the terms setforth in the Plum Rhino Purchase Agreement, as in effect on the Fifth AmendmentEffective Date.“**Plum Rhino Contribution**” means the contribution by Holdings of all of the issuedand outstanding membership interests of Plum Rhino to COMSYS IT on the FifthAmendment Effective Date immediately upon the consummation of the Plum RhinoAcquisition.“**Plum Rhino Earnout**” means all amounts payable in accordance with Section 1.4 of thePlum Rhino Purchase Agreement, as in effect on Fifth Amendment Effective Date.
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“**Plum Rhino Purchase Agreement**” means that certain Membership Interest PurchaseAgreement dated as of the May 31, 2007, by and among Holdings and the Plum RhinoSellers, and all documents, agreements and instruments executed in connectiontherewith.“**Plum Rhino Sellers**” means Stephany Lewis, an individual, and Matthew Dattilo, anindividual.     (b) **Section 1.1**. Section 1.1 of the Credit Agreement is hereby further amended bysubstituting the following definitions of the terms “Credit Party”, “Debt”, “Financing Documents”and “Operative Documents” set forth below in lieu of the current versions of such definitionscontained in Section 1.1 of the Credit Agreement:“**Credit Party**” means Holdings, PFI, each Borrower, COMSYS Canada, Econometrix, PlumRhino and each of their respective Subsidiaries.“**Debt**” of a Person means at any date, without duplication, (i) all obligations ofsuch Person for borrowed money, (ii) all obligations of such Person evidenced bybonds, debentures, notes or other similar instruments, (iii) all obligations of suchPerson to pay the deferred purchase price of property or services, except tradeaccounts payable arising and payable in the ordinary course of business and exceptany working capital adjustment that may be required to be paid in accordance with(A) Section 1.4 of the PS Purchase Agreement, as in effect on the PS Closing Date or(B) Section 1.3(c) of the Plum Rhino Purchase Agreement, as in effect on the FifthAmendment Effective Date, (iv) all Capital Leases of such Person, (v) allnon-contingent obligations of such Person to reimburse any bank or other Person inrespect of amounts paid under a letter of credit or similar instrument, (vi) allequity securities of such Person subject to repurchase or redemption on a date whichis prior to the Commitment Expiry Date at the option of the holder thereof, otherthan repurchases and redemptions (a) as a result of a change of control with respectto such Person or a sale of all or substantially all of the assets of such Person or(b) as a result of a “Fundamental Change” or a “Change in Ownership” (in each case,as defined in the Holdings Certificate of Designations), (vii) all obligationssecured by a Lien on any asset of such Person, whether or not such obligation isotherwise an obligation of such Person, (viii) Earnouts and other similar paymentobligations including, without limitation, the PS Earnout and the Plum Rhino Earnout(provided, that, solely for purposes of determining compliance by the Credit Partieswith the respective financial covenants set forth in Article VII, as of any date ofdetermination, the amount of an Earnout or similar payment obligation shall bedeemed to be equal to the sum of, without duplication, (a) any liquidated amountsactually due and owing on account of such Earnout or similar payment obligation, tothe extent not yet paid, and (b) all amounts reasonably expected to be paid by theBorrowers, as determined by the Borrowers in their reasonable business judgment, ineach case, during the immediately succeeding four (4) fiscal quarter period), and(ix) all Debt of others Guaranteed by such Person.“**Financing Documents**” means this Agreement, the First Amendment, the SecondAmendment, the Third Amendment, the Fourth Amendment, the Fifth
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Amendment, the Notes, the Security Documents, the Information Certificate, the FeeLetter, any subordination agreement to be entered into among the Agent, theBorrowers and Holdings in connection with the Holdings Intercompany Loan, theAssignment of PS Purchase Agreement, the Collateral Assignment of Plum RhinoPurchase Agreement, any fee letter between Merrill Lynch and any Borrower relatingto the transactions contemplated hereby, any Swap Contract entered into between anyCredit Party and any Eligible Swap Counterparty, and all other documents,instruments and agreements contemplated herein or thereby and executed concurrentlyby a Credit Party with or in favor of the Agent or the Lenders in connectionherewith or at any time and from time to time hereafter, as any or all of the samemay be amended, supplemented, restated or otherwise modified from time to time.“**Operative Documents**” means the Financing Documents, the Merger Documents, the PSPurchase Documents, the Plum Rhino Purchase Agreement, the Venturi Staffing PurchaseAgreement and the Equity Documents.     (c) **Section 1.1**. The definition of “Permitted Acquisition” contained in Section 1.1of the Credit Agreement is hereby amended by substituting new clause (12) set forth below in lieuof the current version of clause (12) contained in the definition of Permitted Acquisition:“the total consideration paid or payable (including all transaction costs, all Debt,liabilities and Contingent Obligations incurred or assumed and, with respect to anyEarnout or comparable payment obligation in connection therewith, the aggregateamount reasonably expected to be paid by the Borrowers in connection with suchEarnout, as determined by the Borrowers in their reasonable business judgment,whether or not reflected on a consolidated balance sheet of the Borrowers andTarget, and, solely with respect to clause (ii) of this clause (12), any equitysecurities of Holdings issued as consideration for such acquisition) for (i) anyindividual acquisition or group of related acquisitions shall not exceed $10,000,000and (ii) all acquisitions consummated after the Fifth Amendment Effective Date andduring the term of this Agreement shall not exceed $50,000,000 in the aggregate forall such acquisitions.”     (d) **Section 3.4****.**Section 3.4 of the Credit Agreement is hereby deleted in its entiretyand the following is substituted in lieu thereof:“Section 3.4 **Capitalization**.     The authorized equity securities of each of the Credit Parties as of theClosing Date is as set forth on the Information Certificate. All issued andoutstanding equity securities of each of the Credit Parties are duly authorized andvalidly issued, fully paid, nonassessable, and, solely with respect to the equitysecurities of PFI, each Borrower, COMSYS Canada, Econometrix, Plum Rhino and each oftheir respective Subsidiaries, free and clear of all Liens other than those in favorof Agent for the benefit of Agent and Lenders and other Liens permitted pursuant toSection 5.2(d), and all such equity securities of each Credit Party were issued incompliance with all applicable state, federal and foreign laws concerning theissuance of securities. The identity of the holders of the equity
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securities of each of the Credit Parties and the percentage of theirfully-diluted ownership of the equity securities of each of the Credit Parties as ofthe Closing Date is set forth on the Information Certificate. Holdings owns all ofthe issued and outstanding equity securities of COMSYS IT, Econometrix, PFI and,prior to the consummation of the Plum Rhino Contribution, Plum Rhino. COMSYS ITowns all of the issued and outstanding equity securities of COMSYS Services, PureSolutions, COMSYS Limited and, immediately following the consummation of the PlumRhino Contribution, Plum Rhino. COMSYS Services owns all of the issued andoutstanding equity securities of COMSYS Canada. No shares of the capital stock orother equity securities of any Credit Party, other than those described above, areissued and outstanding. Except as set forth on the Information Certificate, as ofthe Closing Date there are no preemptive or other outstanding rights, options,warrants, conversion rights or similar agreements or understandings for the purchaseor acquisition from any Credit Party of any equity securities of any such entity.”     (e) **Section 5.1**. Section 5.1 of the Credit Agreement is hereby amended by (i)deleting the “and” at the end of clause (n), (ii) deleting the period at the end of clause (o)thereof and substituting “; and” therefor and (iii) adding new clause (p) thereto immediatelyfollowing clause (o) thereof as follows:“(p) Debt of Holdings incurred pursuant to the Plum Rhino Earnout.”     (f) **Section 5.6**. Sections 5.6(a) of the Credit Agreement is hereby deleted in itsentirety and the following is substituted in lieu thereof:“(a) declare, pay, make or set aside any amount for any payment to the Plum RhinoSellers in respect of the Plum Rhino Earnout, except for such payments in respect ofthe Plum Rhino Earnout required to be made in accordance with Section 1.4 of thePlum Rhino Purchase Agreement, as in effect on the Fifth Amendment Effective Date,or as otherwise agreed to by Agent, in each case, in accordance with the followingand provided that the following conditions are satisfied in respect of any and allsuch distributions and payments:(i) no more than $3,730,000 shall be paid in cash in respect of the Plum RhinoEarnout in the aggregate during the term of this Agreement;(ii) each payment in respect of the Plum Rhino Earnout shall be paid in the amountand at the time required to be paid in accordance with the Plum Rhino PurchaseAgreement, as in effect on the Fifth Amendment Effective Date;(iii) all payments in respect of the Plum Rhino Earnout shall be made on or prior toAugust 15, 2010;(iv) no Default or Event of Default has occurred and is continuing or would arise asa result of any such payment;(v) after giving effect to any such payment, the Borrowers are in compliance on apro forma basis with the covenants set forth in Article VII, recomputed for
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the most recent quarter for which financial statements have been delivered(provided, that, solely for purposes of this Section 5.6(a)(v), anything containedin Article VII to the contrary notwithstanding, the Credit Parties shall be deemedto be bound by the covenants set forth in such Article VII at the time of suchpayment);(vi) after giving effect to such payment, the Borrowers shall have Net BorrowingAvailability of not less than $25,000,000 (provided, that, for purposes ofdetermining Net Borrowing Availability solely with respect to this Section5.6(a)(vi), the Permanent Reserve shall not be deducted in the calculation of theBorrowing Base); and(vii) the Funds Administrator shall have delivered to the Agent a certificatecertified by an authorized officer of the Funds Administrator setting forth thecalculation of the amount of each payment required to be made in respect of the PlumRhino Earnout in form and substance reasonably acceptable to the Agent;”     (g) **Section 9.1****.**Section 9.1(j) of the Credit Agreement is hereby deleted in itsentirety and the following is substituted in lieu thereof:“(j) (1) any person or group of persons (within the meaning of the Securities Exchange Actof 1934) (other than Wachovia Investors, Inc. and its Affiliates) shall have acquiredbeneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of1934) of fifty percent (50%) or more of the issued and outstanding shares of capital stockof Holdings having the right to vote for the election of the directors of Holdings underordinary circumstances, (2) Holdings shall cease to directly own and control one hundredpercent (100%) of each class of the outstanding equity interests of COMSYS IT, Econometrix,PFI and, prior to the consummation of the Plum Rhino Contribution, Plum Rhino, (3) COMSYS ITshall cease to directly own and control one hundred percent (100%) of the equity interestsof COMSYS Services, Pure Solutions, COMSYS Limited and, following the consummation of thePlum Rhino Contribution, Plum Rhino, (4) COMSYS Services shall cease to directly own andcontrol one hundred percent (100%) of the equity interests of COMSYS Canada, (5) eachBorrower shall cease to, directly or indirectly, own and control one hundred percent (100%)of each class of the outstanding equity interests of each Subsidiary of such Borrower(except, with respect to clauses (2), (3), (4) and (5), to the extent permitted in Section5.7(a)), (6) any “Change in Ownership,” “Fundamental Change,” or terms of similar importoccurs under the Holdings Certificate of Designations, or (7) a period of ninety (90)consecutive days shall have elapsed during which Larry L. Enterline shall cease to be thechairman of the board, chief executive officer or president of each Credit Party for anyreason unless prior to the expiration of such time, a replacement reasonably satisfactory toAgent shall have been appointed and employed, or”     (h) **Exhibit C to Credit Agreement — Compliance Certificate****.**Exhibit C to the CreditAgreement is hereby deleted in its entirety and Exhibit C attached hereto is substituted in lieuthereof.     3. Consents. Effective as of the date hereof, upon satisfaction of the conditionsprecedent set forth in Section 4 hereof, and in reliance upon the representations and warranties of
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the Credit Parties set forth in the Credit Agreement and in this Amendment, andnotwithstanding anything to the contrary contained in the Credit Agreement or any other FinancingDocument (including, without limitation, Sections 5.8 and 6.1 of the Credit Agreement), the Agentand the Lenders consent to the Plum Rhino Acquisition, in accordance with the terms and conditionsset forth in the Plum Rhino Purchase Documents in effect on the date hereof, and the Plum RhinoContribution; provided, that, each of the foregoing consents are conditioned on the following:     (a) the aggregate purchase price shall not exceed $9,930,000 plus the Net Working CapitalAdjustment, if any, and shall consist solely of (i) a $155,412 payment in cash on the closing date(to be paid with the proceeds of Revolving Loans and immediately used to repay in full all existingDebt of Plum Rhino), (ii) the Net Working Capital Adjustment, if any, (iii) common stock ofHoldings and (iv) the Plum Rhino Earnout;     (b) the Plum Rhino Contribution shall be consummated immediately following the consummation ofthe Plum Rhino Acquisition;     (c) the Borrowers’ delivery to Agent of evidence that the Plum Rhino Contribution has occurredimmediately following the consummation of the Plum Rhino Acquisition and, in connection therewith,(i) a Joinder to Guaranty by Plum Rhino whereby Plum Rhino shall join that certain Guaranty datedas of June 15, 2006 by COMSYS Canada and each other “Guarantor” thereunder (the “**Guaranty**”) andguaranty all Obligations of the Borrowers under the Credit Agreement; (ii) a Joinder to CreditAgreement and Information Certificate whereby Plum Rhino shall become a “Credit Party” under theCredit Agreement; (iii) a pledge amendment whereby COMSYS IT shall pledge one hundred percent ofthe capital stock of Plum Rhino to the Agent, for the benefit of the Lenders, together with allmembership interest certificates of Plum Rhino, assignments separate from certificate, proxies andother documents as the Agent reasonably shall request, pursuant to which the Agent shall havereceived, for the benefit of the Lenders, a first priority security interest in all of the issuedand outstanding membership interests of Plum Rhino; (iv) a Joinder to Security Agreement executedby Plum Rhino, whereby Plum Rhino shall join that certain Security Agreement dated as of June 15,2006 by COMSYS Canada and each other “Debtor” thereunder and grant a lien on and security interestin all of Plum Rhino’s assets to secure Plum Rhino’s obligations under the Guaranty; (v) aCollateral Assignment of Purchase Agreement by Holdings and acknowledged by the Plum Rhino Sellers;(vi) a certificate of the Secretary of Plum Rhino certifying: (A) the names and true signatures ofthe officers of Plum Rhino authorized to execute, deliver and perform all obligations under theFinancing Documents to which it is a party; (B) copies of the resolutions of the board of directorsor other governing body of Plum Rhino approving and authorizing the execution, delivery andperformance, as applicable, of all other documents, instruments or agreements to be executed ordelivered in connection herewith; and (C) the Organizational Documents of Plum Rhino which, ifapplicable, shall be certified by the Secretary of State of Georgia as of a recent date; (vii) apayoff letter from each lender to Plum Rhino in form and substance reasonably satisfactory to theAgent, together with such UCC-3 termination statements, releases of mortgage Liens and otherinstruments, documents and/or agreements necessary or appropriate to terminate any Liens in favorof such lenders securing indebtedness which is to be paid off on the date of the Plum RhinoAcquisition as the Agent may reasonably request, duly executed and in form and substance reasonablysatisfactory to the Agent, (viii) evidence that (a) Plum Rhino has in place, with financially soundand reputable insurers, public liability and property damage insurance with respect to its businessand properties against loss or damage of the kinds customarily carried or
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maintained by Persons of established reputation engaged in similar businesses and incommercially reasonable amounts and (b) pursuant to endorsements and/or assignments in form andsubstance satisfactory to the Agent, (x) the Agent has been named as lender’s loss payee, for itsbenefit and the benefit of the Lenders, in the case of casualty insurance, and (y) the Agent andeach of the Lenders have been named as additional insureds in the case of all liability insurance;and (ix) all other agreements, instruments and documents as the Agent may reasonably request,including, without limitation, certified copies of all documents executed in connection with theAcquisition, and the Borrowers shall take such additional actions as the Agent may reasonablyrequire in order (A) to carry out more effectively the purposes of the Credit Agreement and theother Financing Documents, (B) to subject to the Liens created by any of the Security Documents anyof the properties, rights or interests covered by any of the Security Documents, (C) to perfect andmaintain the validity, effectiveness and priority of any of the Security Documents and the Liensintended to be created thereby, and (D) to better assure, convey, grant, assign, transfer,preserve, protect and confirm to the Agent and Lenders the rights granted or intended to be grantedto the Agent and the Lenders under any Financing Document or under any other document executed inconnection therewith;     (d) as soon as practicable, but in any event no later than thirty (30) days following theclosing of the Plum Rhino Acquisition, the Borrowers shall deliver, or cause to be delivered,Deposit Account Control Agreements that require only springing dominion control over Plum Rhino’sdeposit accounts maintained at Regions Bank in form and substance reasonably satisfactory to theAgent (the Agent and Lenders hereby acknowledge and agree that, Section 6.1(d) of the CreditAgreement notwithstanding, such agreements shall provide for only springing dominion control oversuch accounts and shall not require Regions Bank to wire or otherwise transfer all funds receivedor deposited into such accounts to the Payment Account of the Agent; provided, that the CreditParties shall not, and shall not cause or permit any of their respective Subsidiaries to, depositor maintain funds in excess of $500,000 in the aggregate in all such accounts maintained at RegionsBank at any time, and in the event the aggregate amount of funds in such accounts is in excess ofthe foregoing limitation, the Credit Parties shall, within five (5) Business Days, transfer suchexcess to Account Number 001/2000022986605 maintained at Wachovia Bank, National Association); and     (e) the Borrowers shall have delivered or otherwise complied with all of the requirements setforth in the definition of Permitted Acquisition (other than those conditions set forth in clauses(3)(c) and 12 of such definition and other than the requirement that the acquisition be consummatedby a Borrower) contained in the Credit Agreement. Upon satisfaction of the conditions precedentset forth in Section 4 hereof and all of the requirements set forth in the definition of PermittedAcquisition (other than those conditions set forth in clauses (3)(c) and (12) of such definitionand other than the requirement that the acquisition be consummated by a Borrower) andnotwithstanding anything to the contrary contained in the Credit Agreement, the Plum RhinoAcquisition shall be deemed to be a Permitted Acquisition under the Credit Agreement (provided,that, the purchase price paid in connection with the Plum Rhino Acquisition shall not be includedin determining compliance or non-compliance with the baskets contained in clause (12) of thedefinition of Permitted Acquisition).     4. Conditions Precedent. The effectiveness of this Amendment is subject to thesatisfaction of the following conditions precedent:
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 (a) delivery to the Agent of this Amendment executed by each CreditParty that is a party hereto, the Agent and the Lenders in form and substancereasonably satisfactory to the Agent;  (b) receipt and satisfactory review by Agent of all financialinformation with respect to Plum Rhino that Agent shall reasonably request;  (c) the truth and accuracy of the representations and warrantiescontained in Section 5 hereof; and  (d) no Default or Event of Default under the Credit Agreement, asamended hereby, shall have occurred and be continuing.     5. Representations and Warranties. Each Credit Party that is a party hereto herebyrepresents and warrants to the Agent and each Lender as follows: (a) the representations and warranties of the Borrowers and theother Credit Parties contained in the Financing Documents are true and correctin all material respects as of the date hereof, except to the extent that anysuch representation or warranty (i) relates to a specific date, in which casesuch representation and warranty shall be true and correct in all materialrespects as of such earlier date or (ii) is qualified by materiality or hasMaterial Adverse Effect qualifiers, in which case, such representations andwarranties shall be true and correct in all respects;  (b) the execution, delivery and performance by such Credit Party ofthis Amendment and, to the extent such Credit Party is a party thereto, thePlum Rhino Purchase Agreement are within its powers, have been duly authorizedby all necessary action pursuant to its Organizational Documents, require nofurther action by or in respect of, or filing with, any governmental body,agency or official (other than (i) routine corporate, tax, ERISA, intellectualproperty, environmental filings and other filings from time to time necessaryin connection with the conduct of such Credit Party’s business in the ordinarycourse, and (ii) recordings and filings in connection with the Liens granted tothe Agent under the Financing Documents) and do not violate, conflict with orcause a breach or a default under any provision of applicable law or regulationor of the Organizational Documents of any Credit Party or of any agreement,judgment, injunction, order, decree or other instrument binding upon it, exceptfor such failures to file, violations, conflicts, breaches or defaults as couldnot reasonably be expected to have a Material Adverse Effect;  (c) this Amendment and the Plum Rhino Purchase Agreement eachconstitute the valid and binding obligation of the Credit Parties that areparties hereto or thereto (as applicable), enforceable against such Persons inaccordance with its terms, except as enforceability may be limited byapplicable bankruptcy, insolvency, or similar laws relating to the enforcementof creditor’s rights generally and by general equitable principles; and
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 (d) after giving effect to this Amendment, no Default or Event ofDefault exists or will result from the consummation of the Plum RhinoAcquisition.     6. No Waiver. Except as expressly set forth herein, nothing contained herein shall bedeemed to constitute a waiver of compliance with any term or condition contained in the CreditAgreement or any of the other Financing Documents or constitute a course of conduct or dealingamong the parties. Except as expressly stated herein, the Agent and Lenders reserve all rights,privileges and remedies under the Financing Documents. Except as amended or consented to hereby,the Credit Agreement and other Financing Documents remain unmodified and in full force and effect.All references in the Financing Documents to the Credit Agreement shall be deemed to be referencesto the Credit Agreement as amended and waived hereby.     7. Severability. In case any provision of or obligation under this Amendment shall beinvalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability ofthe remaining provisions or obligations, or of such provision or obligation in any otherjurisdiction, shall not in any way be affected or impaired thereby.     8. Headings. Headings and captions used in this Amendment (including the Exhibits,Schedules and Annexes hereto, if any) are included for convenience of reference only and shall notbe given any substantive effect.     9. **GOVERNING LAW; SUBMISSION TO JURISDICTION****. THIS AMENDMENT SHALL BE GOVERNED BY,AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, WITHOUTREGARD TO CONFLICTS OF LAWS PRINCIPLES. EACH CREDIT PARTY HEREBY CONSENTS TO THE JURISDICTION OFANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND IRREVOCABLYAGREES THAT, SUBJECT TO THE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATINGTO THIS AMENDMENT OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH CREDITPARTY EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANYDEFENSE OF FORUM NON CONVENIENS. EACH CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALLPROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH PERSON BY CERTIFIED ORREGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED C/O THE FUNDS ADMINISTRATOR AT THE ADDRESS SETFORTH IN THE CREDIT AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAMEHAS BEEN POSTED.**     10. **WAIVER OF JURY TRIAL****. EACH CREDIT PARTY, THE AGENT AND THE LENDERS HEREBYIRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUTOF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THATANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.**
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     11. Counterparts; Integration. This Amendment may be executed and delivered viafacsimile with the same force and effect as if an original were executed and may be signed in anynumber of counterparts, each of which shall be an original, with the same effect as if thesignatures hereto were upon the same instrument. This Amendment constitutes the entire agreementand understanding among the parties hereto with respect to the subject matter hereof and supersedesany and all prior agreements and understandings, oral or written, relating to the subject matterhereof.     12. Reaffirmation. Each of the Credit Parties that is a party hereto, as debtor,grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such CreditParty grants liens or security interests in its property or otherwise acts as accommodation partyor guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment andperformance obligations, contingent or otherwise, under each of the Financing Documents to which itis a party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens onor security interests in any of its property pursuant to any such Financing Document as securityfor or otherwise guaranteed the Borrowers’ Obligations under or with respect to the FinancingDocuments, ratifies and reaffirms such guarantee and grant of security interests and liens andconfirms and agrees that such security interests and liens hereafter secure all of the Obligationsas amended hereby. Each of the Credit Parties hereby consents to this Amendment and acknowledgesthat each of the Financing Documents remains in full force and effect and is hereby ratified andreaffirmed, subject to the amendments, consents and waivers set forth herein. The execution ofthis Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lendersor constitute a waiver of any provision of any of the Financing Documents (except as expressly setforth herein) or serve to effect a novation of the Obligations.[remainder of page intentionally left blank;