**Exhibit 10.1f**EXECUTION VERSIONCONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT          THIS CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT (this “**Amendment**”) is entered into as ofDecember 12, 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**”), **PLUM RHINOCONSULTING, LLC**, a Georgia limited liability company (“**Plum Rhino**”), COMSYS Services, acting in itscapacity as borrowing agent and funds administrator for the Borrowers (in such capacity, the “**FundsAdministrator**”), the financial institutions from time to time parties thereto (the “**Lenders**”),**MERRILL LYNCH CAPITAL**, a division of Merrill Lynch Business Financial Services Inc., asadministrative agent (the “**Agent**”), Sole Bookrunner and Sole Lead Arranger, **ING CAPITAL LLC**, asco-documentation agent, **ALLIED IRISH BANKS PLC**, as co-documentation agent, **BMO CAPITAL MARKETSFINANCING, INC.**, as co-documentation agent (together with ING Capital LLC and Allied Irish BanksPLC, the “**Co-Documentation Agents**”), and **GMAC COMMERCIAL FINANCE LLC**, as syndication agent (the“**Syndication Agent**”).WITNESSETH:          WHEREAS, the Borrowers, Holdings, PFI, COMSYS Canada, Econometrix, Plum Rhino, 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 Lendersconsent to (A) the acquisition (the “**Praeos Acquisition**”) by Holdings of all of the issued andoutstanding capital stock of Praeos Technologies, Inc., a Georgia corporation (“**Praeos Target**”),for an aggregate purchase price not to exceed $17,500,000 plus any working capital adjustment thatmay be required to be paid in accordance with Section 1.3 of the Praeos Purchase Agreementdescribed herein, and as in effect on the date hereof (the “**Praeos Net Working CapitalAdjustment**”), which such $17,500,000 includes up to $5,500,000 of possible earnout payments (the“**Praeos Earnout**”), required pursuant to Section 1.4 of the Praeos Purchase Agreement, as in effecton the date hereof, provided, that such consideration shall consist solely of (i) $12,000,000 ofthe proceeds of Revolving Loans borrowed on the date hereof plus payments made in respect of thePraeos Working Capital Adjustment, and (ii) the Praeos Earnout payment, which may be paid noearlier than February 15, 2009, subject to and in accordance with the terms and conditions setforth in that certain Stock Purchase Agreement (the “**Praeos Purchase Agreement**”; the PraeosPurchase Agreement, together with each otherdocument, agreement and instrument executed in connection therewith, in each case, as ineffect on the date hereof, the “**Praeos Purchase Documents**”) dated as of December 12, 2007, by and
 

 
among Holdings and each “Seller” as such term is defined in the Praeos Purchase Agreement (“**PraeosSellers**”), (B) the formation by COMSYS IT of Praeos Technologies, LLC, a Delaware limited liabilitycompany (“**Praeos**”), as a Wholly-Owned Subsidiary of COMSYS IT, and (C) the merger of the PraeosTarget with and into Praeos, with Praeos as the surviving entity, immediately upon the consummationof the Praeos Acquisition (the “**Praeos Merger**”);          WHEREAS, the Borrowers have also requested, among other things, that the Agent and the Lenders(A) amend the Credit Agreement in certain respects, (B) consent to the conversion of Plum Rhinofrom a Georgia limited liability company to a Delaware limited liability company to be called PlumRhino Consulting, LLC, a Delaware limited liability company, as successor in interest to Plum RhinoConsulting, LLC, a Georgia limited liability company, to be effective on the date hereof (the “**PlumRhino Conversion**”), (C) consent to Plum Rhino joining the Credit Agreement as a Borrowerthereunder, immediately upon the consummation of the Plum Rhino Conversion, (D) consent to theformation (the “**Canadian Subsidiary Formation**”) by COMSYS Services of a Wholly-Owned Subsidiarythat will be a Foreign Subsidiary to be named COMSYS IT Canada, Inc., a corporation formed underthe laws of Ontario, Canada (the “**COMSYS Canadian Sub**”) and (E) waive the requirement for theBorrowers to deliver control agreements with respect to certain bank accounts of the Borrowers; and          WHEREAS, the Agent and the Lenders agree to accommodate such requests of the Borrowers, on theterms 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 hereof, upon satisfaction of the conditionsprecedent set forth in Section 5 hereof, the Credit Agreement is amended as set forth in thisSection 2:          (a) **Preamble**. The Preamble to the Credit Agreement is hereby deleted in its entiretyand the following is substituted in lieu thereof:“CREDIT AGREEMENT dated as of December 14, 2005 among **COMSYS SERVICES LLC**, aDelaware limited liability company and successor by merger to Venturi TechnologyPartners, LLC (“**COMSYS Services**”), **COMSYS INFORMATION TECHNOLOGY SERVICES, INC.**, aDelaware corporation and successor by merger to COMSYS Holding, Inc. (“**COMSYS IT**”),**PURE SOLUTIONS, INC.**, a California corporation (“**Pure Solutions**”; COMSYS Services,COMSYS IT and Pure Solutions, together with each other Person who becomes a borrowerhereunder by execution of a joinder in the form of Exhibit I attachedhereto, are referred to herein each individually as a “**Borrower**” and collectively asthe “**Borrowers**”), **COMSYS IT PARTNERS, INC.**, a Delawarecorporation (“**Holdings**”), **PFI LLC**, a Delaware limited liability company (“**PFI**”),**COMSYS IT CANADA, INC.**, a North Carolina corporation, **ECONOMETRIX, LLC**, a Delawarelimited liability company, **PLUM RHINO CONSULTING, LLC**, a Delaware limited liabilitycompany, as successor in
 

 
interest to Plum Rhino Consulting, LLC, a Georgia limitedliability company, COMSYS Services, acting in its capacity as borrowing agent andfunds administrator for the Borrowers (in such capacity, the “**Funds Administrator**”),the financial institutions from time to time parties hereto, each as a Lender, and**MERRILL LYNCH CAPITAL**, a division of Merrill Lynch Business Financial Services Inc.,individually as a Lender, as administrative agent (the “**Agent**”), Sole Bookrunner andSole Lead Arranger, **ING CAPITAL LLC**, as co-documentation agent and as a Lender, **BMOCAPITAL MARKETS FINANCING, INC.**, as co-documentation agent and as a Lender, **ALLIEDIRISH BANKS PLC**, as co-documentation agent (together with BMO Capital MarketsFinancing, Inc. and ING Capital LLC, the “**Co-Documentation Agents**”) and as a Lender,and **GMAC COMMERCIAL FINANCE LLC**, as syndication agent (the “**Syndication Agent**”) andas a Lender.”          (b) **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:“**COMSYS Canadian Sub**” means COMSYS IT Canada, Inc., a corporation formed under thelaws of Ontario, Canada.“**Praeos**” means Praeos Technologies, LLC, a Delaware limited liability company, assuccessor by merger to Praeos Technologies, Inc., a Georgia corporation.“**Praeos Acquisition**” means the acquisition by Holdings of all of the issued andoutstanding capital stock of the Praeos Target, in accordance with the terms setforth in the Praeos Purchase Agreement, as in effect on the Sixth AmendmentEffective Date.“**Praeos Earnout**” means all amounts payable in accordance with Section 1.4 of thePraeos Purchase Agreement, as in effect on Sixth Amendment Effective Date.“**Praeos Merger**” means the merger of the Praeos Target with and into Praeos, withPraeos as the surviving entity, immediately upon the consummation of the PraeosAcquisition.“**Praeos Purchase Agreement**” means that certain Stock Purchase Agreement dated as ofthe December 12, 2007, by and among Holdings and the Praeos Sellers, and alldocuments, agreements and instruments executed in connection therewith.“**Praeos Sellers**” means the “Sellers” as such term is defined in the Praeos PurchaseAgreement, as in effect on the Sixth Amendment Effective Date.“**Praeos Target**” means Praeos Technologies, Inc., a Georgia corporation.“**Sixth Amendment**” means that certain Consent and Sixth Amendment to Credit Agreementdated as of the Sixth Amendment Effective Date by and among the
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Borrowers and certain other Credit Parties, the Agent, the Co-Documentation Agents, theSyndication Agent and the Lenders.“**Sixth Amendment Effective Date**” means December 12, 2007.          (c) **Section 1.1**. Section 1.1 of the Credit Agreement is hereby further amended bysubstituting the following definitions of the terms set forth below in lieu of the current versionsof such definitions contained in Section 1.1 of the Credit Agreement:“**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,(B) Section 1.3(c) of the Plum Rhino Purchase Agreement, as in effect on the FifthAmendment Effective Date, and (C) Section 1.3(c) of the Praeos Purchase Agreement,as in effect on the Sixth Amendment Effective Date), (iv) all Capital Leases of suchPerson, (v) all non-contingent obligations of such Person to reimburse any bank orother Person in respect of amounts paid under a letter of credit or similarinstrument, (vi) all equity securities of such Person subject to repurchase orredemption on a date which is prior to the Commitment Expiry Date at the option ofthe holder thereof, other than repurchases and redemptions (a) as a result of achange of control with respect to such Person or a sale of all or substantially allof 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 ofDesignations), (vii) all obligations secured by a Lien on any asset of such Person,whether or not such obligation is otherwise an obligation of such Person, (viii)Earnouts and other similar payment obligations including, without limitation, the PSEarnout, the Plum Rhino Earnout and the Praeos Earnout (provided, that, solely forpurposes of determining compliance by the Credit Parties with the respectivefinancial covenants set forth in Article VII, as of any date of determination, theamount of an Earnout or similar payment obligation shall be deemed to be equal tothe sum of, without duplication, (a) any liquidated amounts actually due and owingon account of such Earnout or similar payment obligation, to the extent not yetpaid, and (b) all amounts reasonably expected to be paid by the Borrowers, asdetermined by the Borrowers in their reasonable business judgment, in each case,during theimmediately succeeding four (4) fiscal quarter period), and (ix) all Debt of othersGuaranteed by such Person.“**Financing Documents**” means this Agreement, the First Amendment, the SecondAmendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the SixthAmendment, 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
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Collateral Assignment of Plum RhinoPurchase Agreement, the Collateral Assignment of Praeos Purchase Agreement, any feeletter between Merrill Lynch and any Borrower relating to the transactionscontemplated hereby, any Swap Contract entered into between any Credit Party and anyEligible Swap Counterparty, and all other documents, instruments and agreementscontemplated herein or thereby and executed concurrently by a Credit Party with orin favor of the Agent or the Lenders in connection herewith or at any time and fromtime to time hereafter, as any or all of the same may 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 Praeos PurchaseAgreement, the Venturi Staffing Purchase Agreement and the Equity Documents.“**Plum Rhino**” means Plum Rhino Consulting, LLC, a Delaware limited liability company,and successor in interest to Plum Rhino Consulting, LLC, a Georgia limited liabilitycompany.          (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 securities ofeach of the Credit Parties and the percentage of their fully-diluted ownership ofthe equity securities of each of the Credit Parties as of the Closing Date is setforth on the Information Certificate. Holdings owns all of the issuedand outstanding equity securities of COMSYS IT, Econometrix, PFI, and prior tothe Praeos Merger, the Praeos Target. COMSYS IT owns all of the issued andoutstanding equity securities of COMSYS Services, Pure Solutions, COMSYS Limited,Plum Rhino and Praeos. COMSYS Services owns all of the issued and outstandingequity securities of COMSYS Canada. COMSYS Services owns all of the issued andoutstanding equity securities of COMSYS Canadian Sub. No shares of the capitalstock or other equity securities of any Credit Party, other than those describedabove, are issued and outstanding. Except as set forth on the InformationCertificate, as of the Closing Date there are no preemptive or other outstandingrights, options, warrants, conversion rights or similar agreements or understandingsfor the purchase or acquisition from any Credit Party of any equity securities ofany such entity.”
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          (e) **Section 4.1****.**Section 4.1(u) of the Credit Agreement is hereby deleted in itsentirety and the following is substituted in lieu thereof:“(u) without limiting or being limited by any other provision of any FinancingDocument, the Credit Parties shall retain and use (i) Ceridian Corporation and itsAffiliates, (ii) solely with respect to its operations in Puerto Rico, Evertec, Inc.and its Affiliates, or (iii) any other third-party reasonably acceptable to Agent toprocess, manage and pay the payroll taxes of the Credit Parties and shall, upon therequest of Agent, cause to be delivered to Agent within ten (10) calendar days ofsuch request, a report of such payroll taxes of the Credit Parties for theimmediately preceding calendar month and evidence of payment thereof; and”          (f) **Section 5.1**. Section 5.1 of the Credit Agreement is hereby amended by (i)deleting the “and” at the end of clause (o), (ii) deleting the period at the end of clause (p)thereof and substituting “;” therefor and (iii) adding new clauses (q) and (r) thereto immediatelyfollowing clause (p) thereof as follows:“(q) Debt of Holdings incurred pursuant to the Praeos Earnout; and(r) intercompany Debt arising from loans made by a Borrower to COMSYS Canadian Subin an aggregate amount not to exceed $500,000 at any time outstanding, reduced bythe aggregate amount of all Investments made by a Borrower pursuant to Section5.8(m); provided, however, such Debt shall be evidenced by promissory notes havingterms reasonably satisfactory to Agent, the sole originally executed counterparts ofwhich shall be pledged and delivered to Agent, for the benefit of Agent and Lenders,as security for the Obligations.”          (g) **Section 5.6**. Section 5.6 of the Credit Agreement is hereby amended by (i)deleting the “or” at the end of clause (e)(iii), (ii) deleting the period at the end of clause (f)thereof and substituting “; or” therefor and (iii) adding new clause (g) thereto immediatelyfollowing clause (f) thereof as follows:“(g) declare, pay, make or set aside any amount for any payment to the PraeosSellers in respect of the Praeos Earnout, except for such payments in respect of thePraeos Earnout required to be made in accordance with Section 1.4 of the PraeosPurchase Agreement, as in effect on the Sixth Amendment Effective Date, or asotherwise agreed to by Agent, provided such payment shall be made either (x) inHoldings’ common stock, to the extent otherwise permitted pursuant to the terms ofthis Agreement, or (y) in cash, in accordance with the following and provided thatthe following conditions are satisfied in respect of any and all such distributionsand payments pursuant to this clause (y):(i) no more than $5,500,000 shall be paid in cash in respect of the PraeosEarnout in the aggregate during the term of this Agreement;(ii) each payment in respect of the Praeos Earnout shall be paid in theamount and at the time required to be paid in accordance with the PraeosPurchase Agreement, as in effect on the Sixth Amendment Effective Date;
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(iii) all payments in respect of the Praeos Earnout shall be made on orafter February 15, 2009;(iv) no Default or Event of Default has occurred and is continuing or wouldarise as a result of any such payment;(v) after giving effect to any such payment, the Borrowers are in complianceon a pro forma basis with the covenants set forth in Article VII, recomputedfor the most recent quarter for which financial statements have beendelivered (provided, that, solely for purposes of this Section 5.6(g)(v),anything contained in Article VII to the contrary notwithstanding, theCredit Parties shall be deemed to be bound by the covenants set forth insuch Article VII at the time of such payment);(vi) after giving effect to such payment, the Borrowers shall have NetBorrowing Availability of not less than $25,000,000 (provided, that, forpurposes of determining Net Borrowing Availability solely with respect tothis Section 5.6(g)(vi), the Permanent Reserve shall not be deducted in thecalculation of the Borrowing Base); and(vii) the Funds Administrator shall have delivered to the Agent acertificate certified by an authorized officer of the Funds Administratorsetting forth the calculation of the amount of each payment required to bemade in respect of the Praeos Earnout in form and substance reasonablyacceptable to the Agent.”          (h) **Section 5.7**. Sections 5.7(a) of the Credit Agreement is hereby deleted in itsentirety and the following is substituted in lieu thereof:“(a) consolidate or merge with or into any other Person (except, upon not less thanfive (5) Business Days’ prior written notice to Agent, (i) any Subsidiary of anyBorrower may merge with, or dissolve or liquidate into any Borrower, provided thatsuch Borrower shall be the continuing or surviving entity, (ii) PFI may merge withany Borrower, provided that such Borrower shall be the continuing or survivingentity, (iii) PFI may merge with and into Holdings, (iv) any Borrower mayconsolidate or merge with any other Borrower and (v) COMSYS Canada may merge with,or dissolve or liquidate into COMSYS Canadian Sub, provided that, in the case ofclauses (i) through (v) above, such Credit Party shall comply with the provisionsset forth in Section 4.9); or”          (i) **Section 5.7**. Section 5.7(b) of the Credit Agreement is hereby amended by (i)deleting the “and” at the end of clause (b)(ii), (ii) deleting the period at the end of clause(b)(iii) thereof and substituting “; and” therefor and (iii) adding new clause (b)(iv) theretoimmediately following clause (b)(iii) thereof as follows:“(iv) COMSYS Canada may transfer all of the assets owned by COMSYS Canada to COMSYSCanadian Sub.”
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          (j) **Section 5.8**. Sections 5.8(d) of the Credit Agreement is hereby deleted in itsentirety and the following is substituted in lieu thereof:“(d) intercompany loans to Foreign Subsidiaries to the extent permitted pursuant toSection 5.1(d) and Section 5.1(r);”          (k) **Section 5.8**. Sections 5.8 of the Credit Agreement is hereby further amended by(i) deleting the “and” at the end of clause (k), (ii) deleting the period at the end of clause (l)thereof and substituting “; and” therefor and (iii) adding new clause (m) thereto immediatelyfollowing clause (l) thereof as follows:“(m) Investments in COMSYS Canadian Sub in an aggregate amount not to exceed$500,000, reduced by the aggregate amount of all intercompany loans then outstandingmade by a Borrower pursuant to Section 5.1(r).”          (l) **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 SecuritiesExchange Act of 1934) (other than Wachovia Investors, Inc. and its Affiliates) shallhave acquired beneficial ownership (within the meaning of Rule 13d-3 under theSecurities Exchange Act of 1934) of fifty percent (50%) or more of the issued andoutstanding shares of capital stock of Holdings having the right to vote for theelection of the directors of Holdings under ordinary circumstances, (2) Holdingsshall cease to directly own and control one hundred percent (100%) of each class ofthe outstanding equity interests of COMSYS IT, Econometrix, PFI and, prior to theconsummation of the Praeos Merger, the Praeos Target, (3) COMSYS IT shall cease todirectly own and control one hundred percent (100%) of the equityinterests of COMSYS Services, Pure Solutions, COMSYS Limited, Plum Rhino and Praeos,(4) COMSYS Services shall cease to directly own and control one hundred percent(100%) of the equity interests of COMSYS Canada, (5) COMSYS Services shall cease todirectly own and control one hundred percent (100%) of the equity interests ofCOMSYS Canadian Sub, (6) each Borrower shall cease to, directly or indirectly, ownand control one hundred percent (100%) of each class of the outstanding equityinterests of each Subsidiary of such Borrower (except, with respect to clauses (2),(3), (4), (5) and (6), to the extent permitted in Section 5.7(a)), (7) any “Changein Ownership,” “Fundamental Change,” or terms of similar import occurs under theHoldings Certificate of Designations, or (8) a period of ninety (90) consecutivedays 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 forany reason unless prior to the expiration of such time, a replacement reasonablysatisfactory to Agent shall have been appointed and employed, or”          (m) **Section 9.1**. Section 9.1 of the Credit Agreement is hereby amended by (i)deleting the “or” at the end of clause (o), (ii) deleting the period at the end of clause (p)thereof and substituting “; or” therefor and (iii) adding new clause (q) thereto immediatelyfollowing clause (p) thereof as follows:
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“(q) COMSYS Canadian Sub shall (i) incur, grant or suffer to exist any Liens on anyof its assets, any Debt or any Contingent Obligations (except as expressly permittedherein), (ii) issue, sell or dispose of any equity securities other than to COMSYSService or (iii) consummate any merger or consolidation with any other Person.          (n) **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.          (a) **Consent to Canadian Subsidiary Formation**. Effective as of the date hereof, uponsatisfaction of the conditions precedent set forth in Section 5 hereof, and in reliance upon therepresentations and warranties of the Credit Parties set forth in the Credit Agreement and in thisAmendment, and notwithstanding anything to the contrary contained in the Credit Agreement or anyother Financing Document (including, without limitation, Section 5.8 of the Credit Agreement), theAgent and the Lenders consent to the Canadian Subsidiary Formation; provided, that, the foregoingconsent is conditioned on the Borrowers’ delivery to Agent of evidence of the formation of theCOMSYS Canadian Sub and, in connection therewith:     (i) a pledge amendment whereby COMSYS Services shall pledge sixty-five percent (65%) ofCOMSYS Canadian Sub’s outstanding voting stock and one hundred percent (100%) of COMSYSCanadian Sub’s outstanding non-voting stock (such stock, the “**Pledged Stock**”) to the Agent,for the benefit of the Lenders, together with the stock certificates of COMSYS Canadian Subrepresenting the Pledged Stock, assignmentsseparate from certificate, proxies and other documents as the Agent reasonably shallrequest, pursuant to which the Agent shall have received, for the benefit of the Lenders, afirst priority security interest in all of the Pledged Stock;     (ii) a certificate of the Secretary of COMSYS Canadian Sub certifying theOrganizational Documents of COMSYS Canadian Sub that have been certified by the appropriategovernmental authority in Ontario, Canada as of a recent date;     (iii) an originally executed promissory note made by COMSYS Canadian Sub and payable tothe order of COMSYS Services having terms reasonably satisfactory to Agent, with properendorsements in favor of the Agent, for the benefit of Agent and Lenders,     (iv) an opinion of counsel to COMSYS Canadian Sub addressed to Agent and Lenders, inform and substance reasonably satisfactory to Agent, regarding the effectiveness of thepledge of COMSYS Canada Sub’s Pledged Stock under Canadian law;     (v) evidence that COMSYS Canadian Sub has in place, with financially sound andreputable insurers, public liability and property damage insurance with respect to itsbusiness and properties against loss or damage of the kinds customarily carried ormaintained by Persons of established reputation engaged in similar businesses and incommercially reasonable amounts; and
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     (vi) all other agreements, instruments and documents as the Agent may reasonablyrequest, and the Borrowers shall take such additional actions as the Agent may reasonablyrequire in order (1) to carry out more effectively the purposes of the Credit Agreement andthe other Financing Documents, (2) to subject to the Liens created by any of the SecurityDocuments any of the properties, rights or interests covered by any of the SecurityDocuments, (3) to perfect and maintain the validity, effectiveness and priority of any ofthe Security Documents and the Liens intended to be created thereby, and (4) to betterassure, convey, grant, assign, transfer, preserve, protect and confirm to the Agent andLenders the rights granted or intended to be granted to the Agent and the Lenders under anyFinancing Document or under any other document executed in connection therewith.          (b) **Consent to the Formation of Praeos, the Praeos Acquisition and the Praeos Merger**.Effective as of the date hereof, upon satisfaction of the conditions precedent set forth in Section5 hereof, and in reliance upon the representations and warranties of the Credit Parties set forthin the Credit Agreement and in this Amendment, and notwithstanding anything to the contrarycontained in the Credit Agreement or any other Financing Document (including, without limitation,Section 5.8 of the Credit Agreement), the Agent and the Lenders consent to (x) the formation ofPraeos, (y) the Praeos Acquisition, in accordance with the terms and conditions set forth in thePraeos Purchase Agreement in effect on the date hereof, and (z) the Praeos Merger; provided, that,each of the foregoing consents are conditioned on the following:     (i) the aggregate purchase price shall not exceed $17,500,000 plus the Praeos NetWorking Capital Adjustment, if any, and shall consist solely of (i) a $12,000,000 payment incash on the date hereof (to be paid with the proceeds of Revolving Loans), (ii) the NetWorking Capital Adjustment, if any, and (iii) the Praeos Earnout;     (ii) the Praeos Merger shall be consummated immediately following the consummation ofthe Praeos Acquisition;     (iii) the Borrowers’ delivery to Agent of evidence that the Praeos Merger has occurred(which such evidence shall consist of (x) a filed stamped Certificate of Merger certified bythe Secretary of State of the State of Delaware and (y) a filed stamped Certificate ofMerger certified by the Secretary of State of the State of Georgia) immediately followingthe consummation of the Praeos Acquisition;     (iv) the Borrowers’ delivery to Agent of evidence of the formation of Praeos andevidence that such Subsidiary is a Wholly Owned Subsidiary of COMSYS IT and has opted intoArticle VIII of the UCC and certificated its interests and, in connection therewith, (A) aJoinder to Credit Agreement, Notes and Information Certificate whereby Praeos shall become a“Borrower” under the Credit Agreement, the Notes and the Information Certificate; (B) apledge amendment whereby COMSYS IT shall pledge one hundred percent of the membershipinterests of Praeos to the Agent, for the benefit of the Lenders, together with allmembership interest certificates of Praeos, assignments separate from certificate, proxiesand other documents as the Agent reasonably shall request, pursuant to which the Agent shallhave received, for the benefit of the Lenders, a first priority security interest in all ofthe issued and outstanding membership interests of Praeos; (C) a Security Agreement executedby Praeos, whereby Praeos shall grant a lien on and security interest in all of Praeos’assets to secure Praeos’ obligations under the
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Credit Agreement (the “**Additional BorrowerSecurity Agreement**”); (D) a Collateral Assignment of Purchase Agreement by Holdings andacknowledged by the Praeos Sellers; (E) a certificate of the Secretary of Praeos certifying:(1) the names and true signatures of the officers of Praeos authorized to execute, deliverand perform all obligations under the Financing Documents to which it is a party; (2) copiesof the resolutions of the board of directors or other governing body of Praeos approving andauthorizing the execution, delivery and performance, as applicable, of all other documents,instruments or agreements to be executed or delivered in connection herewith; and (3) theOrganizational Documents of Praeos certified by the Secretary of State of Delaware, dated asof the date hereof, after giving effect to the Praeos Merger; (F) a payoff letter from eachlender to the Praeos Target in form and substance reasonably satisfactory to the Agent,together with such UCC-3 termination statements, releases of mortgage Liens and otherinstruments, documents and/or agreements necessary or appropriate to terminate any Liens infavor of such lenders securing indebtedness which is to be paid off on the date of thePraeos Acquisition as the Agent may reasonably request, duly executed and in form andsubstance reasonably satisfactory to the Agent, (G) evidence that (1) Praeos has in place,with financially sound and reputable insurers, public liability and property damageinsurance with respect to its business and properties against loss or damage of the kindscustomarily carried or maintained by Persons of established reputation engaged in similar businesses and incommercially reasonable amounts and (2) pursuant to endorsements and/or assignments in formand substance satisfactory to the Agent, (x) the Agent has been named as lender’s losspayee, for its benefit and the benefit of the Lenders, in the case of casualty insurance,and (y) the Agent and each of the Lenders have been named as additional insureds in the caseof all liability insurance; (H) an opinion of counsel to Praeos addressed to Agent andLenders, in form and substance reasonably satisfactory to Agent; and (I) all otheragreements, instruments and documents as the Agent may reasonably request, including,without limitation, certified copies of all Praeos Acquisition Documents, and the Borrowersshall take such additional actions as the Agent may reasonably require in order (I) to carryout more effectively the purposes of the Credit Agreement and the other Financing Documents,(II) to subject to the Liens created by any of the Security Documents any of the properties,rights or interests covered by any of the Security Documents, (III) to perfect and maintainthe validity, effectiveness and priority of any of the Security Documents and the Liensintended to be created thereby, and (IV) to better assure, convey, grant, assign, transfer,preserve, protect and confirm to the Agent and Lenders the rights granted or intended to begranted to the Agent and the Lenders under any Financing Document or under any otherdocument executed in connection therewith; and     (v) the Borrowers shall have delivered or otherwise complied with all of therequirements set forth in the definition of Permitted Acquisition (other than the conditionset forth in clause 12 of such definition and other than the requirement that theacquisition be consummated by a Borrower) contained in the Credit Agreement.Upon satisfaction of the conditions precedent set forth in Section 5 hereof and all of therequirements set forth in the definition of Permitted Acquisition (other than the condition setforth in clause 12 of such definition and other than the requirement that the acquisition beconsummated by a Borrower) and notwithstanding anything to the contrary contained in the
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CreditAgreement, the Praeos Acquisition shall be deemed to be a Permitted Acquisition under the CreditAgreement (provided, that, the purchase price paid in connection with the Praeos Acquisition shallnot be included in determining compliance or non-compliance with the baskets contained in clause(12) of the definition of Permitted Acquisition).          (c) **Consent to the Plum Rhino Conversion and Plum Rhino Joining the Credit Agreement as aBorrower**. Effective as of the date hereof, upon satisfaction of the conditions precedent set forthin Section 5 hereof, and in reliance upon the representations and warranties of the Credit Partiesset forth in the Credit Agreement and in this Amendment, and notwithstanding anything to thecontrary contained in the Credit Agreement or any other Financing Document, the Agent and theLenders hereby (x) consent to the Plum Rhino Conversion and (y) agree that from and after the datehereof, immediately upon the consummation of the Plum Rhino Conversion, Plum Rhino shall be deemeda Borrower under the Credit Agreement and each other Financing Document; provided, that, theforegoing agreement is conditioned on the following:     (i) Borrowers’ delivery of evidence that the Plum Rhino Conversion has been consummatedand is effective in the State of Delaware and the State of Georgia;     (ii) Plum Rhino’s delivery to Agent of (A) a Joinder to Credit Agreement, Notes andInformation Certificate whereby Plum Rhino shall become a “Borrower” under the CreditAgreement, the Notes and the Information Certificate, and (B) a pledge amendment wherebyCOMSYS IT shall pledge one hundred percent of the membership interests of Plum Rhino to theAgent, for the benefit of the Lenders, together with all membership interest certificates ofPlum Rhino, assignments separate from certificate, proxies and other documents as the Agentreasonably shall request, pursuant to which the Agent shall have received, for the benefitof the Lenders, a first priority security interest in all of the issued and outstandingmembership interests of Plum Rhino;     (iii) Plum Rhino’s delivery to the Agent of the Additional Borrower Security Agreementexecuted by Plum Rhino, whereby Plum Rhino shall grant a lien on and security interest inall of Plum Rhino’s assets to secure Plum Rhino’s obligations as a Borrower under the CreditAgreement;     (iv) the Borrowers’ delivery to the Agent of a certificate of the Secretary of PlumRhino certifying: (1) the names and true signatures of the officers of Plum Rhino authorizedto execute, deliver and perform all obligations under the Financing Documents to which it isa party; (2) copies of the resolutions of the board of directors or other governing body ofPlum Rhino approving and authorizing the execution, delivery and performance, as applicable,of all other documents, instruments or agreements to be executed or delivered in connectionherewith; and (3) the Organizational Documents of Plum Rhino certified by the Secretary ofState of Delaware as of the date hereof, after giving effect to the Plum Rhino Conversion;and     (v) the Borrowers’ delivery to the Agent of an opinion of counsel to Plum Rhinoaddressed to Agent and Lenders, in form and substance reasonably satisfactory to Agent.          4. Waiver. Effective as of the date hereof, upon satisfaction of the conditionsprecedent set forth in Section 5 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, and notwithstandinganything to the contrary contained in the Credit Agreement or any other Financing Document(including, without limitation, Sections 5.15 and 6.1 of the Credit Agreement), the Agent and theLenders hereby agree that the Credit Parties shall not be required to deliver a Deposit AccountControl Agreements in respect of (i) the payroll account number 034-056734 maintained at BancoPopular located in Puerto Rico, provided, that, the Credit Parties shall not, and shall not causeor permit any of their respective Subsidiaries to, deposit or maintain funds in such account otherthan funds deposited therein in the ordinary course of business for purposes of funding currentpayroll liabilities or (ii) any “Trust Account” Microsoft requires a Borrower to maintain inconnection with services provided to Microsoft by such Borrower, provided, that, the Credit Partiesshall not, and shall not cause or permit any of their respective Subsidiaries to, deposit ormaintain funds in such account other than funds deposited therein by Microsoft to be held thereinfor the benefit of sub-vendors of the Credit Parties working at Microsoft and the Credit Partieswill at no time deposit any assets of the Credit Parties into such accounts.          5. Conditions Precedent. The effectiveness of this Amendment is subject to thesatisfaction of the following conditions precedent: (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) the truth and accuracy of the representations and warrantiescontained in Section 7 hereof;  (c) receipt and satisfactory review by Agent of all financialinformation with respect to Praeos that Agent shall reasonably request;  (d) the execution and delivery of each document, agreement andinstrument set forth on the Closing Agenda set forth on Schedule Aattached hereto; and  (e) no Default or Event of Default under the Credit Agreement, asamended hereby, shall have occurred and be continuing.          6. Conditions Subsequent. As soon as practicable, but in no event later than ninety(90) days after the Sixth Amendment Effective Date, the Borrowers shall close the existing bankaccounts in the name of the Praeos Target and transfer any funds maintained therein to an accountmaintained with a financial institution that has executed (or will execute) Deposit AccountControl Agreements in form and substance reasonably acceptable to Agent, which such agreementsshall provide that all cash maintained in such accounts shall automatically and without furtherdirection on each banking day be remitted solely to the following account of the Agent forapplication to the Loans: Bank: LaSalle Bank; ABA #071000505, Account #5800393182; Account Name:MLBFS Corporate Finance; Other Ref: Comsys.          7. Representations and Warranties. Each Credit Party that is a party hereto herebyrepresents and warrants to the Agent and each Lender as follows:
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 (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, all of the Financing Documents to be delivered in accordancewith Section 3 of this Amendment (collectively, the “**Sixth Amendment FinancingDocuments**”) and the Praeos Purchase Documents are within its powers, have beenduly authorized by 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,intellectual property, environmental filings and other filings from time totime necessary in connection with the conduct of such Credit Party’sbusiness in the ordinary course, and (ii) recordings and filings inconnection with the Liens granted to the Agent under the FinancingDocuments) and do not violate, conflict with or cause a breach or a defaultunder any provision of applicable law or regulation or of the OrganizationalDocuments of any Credit Party or of any agreement, judgment, injunction,order, decree or other instrument binding upon it, except for such failuresto file, violations, conflicts, breaches or defaults as could not reasonablybe expected to have a Material Adverse Effect;  (c) this Amendment, the Sixth Amendment Financing Documents and thePraeos Purchase Documents constitute the valid and binding obligations of theCredit Parties that are parties hereto or thereto (as applicable), enforceableagainst such Persons in accordance with their terms, except as enforceabilitymay be limited by applicable bankruptcy, insolvency, or similar laws relatingto the enforcement of creditor’s rights generally and by general equitableprinciples; and  (d) after giving effect to this Amendment, no Default or Event ofDefault exists or will result from the transactions contemplated herein.          8. 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.
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          9. 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.          10. 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.          11. **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 OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THECOUNTY OF COOK, STATE OF ILLINOIS AND IRREVOCABLY AGREES THAT, SUBJECT TO THE AGENT’S ELECTION, ALLACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE OTHER FINANCINGDOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH CREDIT PARTY EXPRESSLY SUBMITS AND CONSENTS TOTHE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACHCREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICEOF PROCESS MAY BE MADE UPON SUCH PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,ADDRESSED C/O THE FUNDS ADMINISTRATOR AT THE ADDRESS SET FORTH IN THE CREDIT AGREEMENT AND SERVICESO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.**          12. **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.**          13. 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.          14. 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
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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;