**Exhibit 10.1g**EXECUTION VERSIONCONSENT AND SEVENTH AMENDMENT TO CREDIT AGREEMENT          THIS CONSENT AND SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “**Amendment**”) is entered into asof December 19, 2007 by and among **COMSYS SERVICES LLC**, a Delaware limited liability company(“**COMSYS Services**”), **COMSYS INFORMATION TECHNOLOGY SERVICES, INC.**, a Delaware corporation (“**COMSYSIT**”), **PURE SOLUTIONS, INC.**, a California corporation (“**Pure Solutions**”), **PLUM RHINO CONSULTING,LLC**, a Delaware limited liability company and successor in interest to Plum Rhino Consulting, LLC,a Georgia limited liability company (“**Plum Rhino**”), **PRAEOS TECHNOLOGIES, LLC**, a Delaware limitedliability company and successor by merger to Praeos Technologies, Inc., a Georgia corporation(“**Praeos**”; COMSYS Services, COMSYS IT, Pure Solutions, Plum Rhino and Praeos are referred to hereineach individually as a “**Borrower**” and collectively as the “**Borrowers**”), **COMSYS IT PARTNERS, INC.**, aDelaware corporation (“**Holdings**”), **PFI LLC**, a Delaware limited liability company (“**PFI**”), **COMSYS ITCANADA, INC.**, a North Carolina corporation (“**COMSYS Canada**”), **ECONOMETRIX, LLC**, a Delaware limitedliability company (“**Econometrix**”), COMSYS Services, acting in its capacity as borrowing agent andfunds administrator for the Borrowers (in such capacity, the “**Funds Administrator**”), the financialinstitutions from time to time parties thereto (the “**Lenders**”), **MERRILL LYNCH CAPITAL**, a divisionof Merrill Lynch Business Financial Services Inc., as administrative agent (the “**Agent**”), SoleBookrunner and Sole Lead Arranger, **ING CAPITAL LLC**, as co-documentation agent, **ALLIED IRISH BANKSPLC**, as co-documentation agent, **BMO CAPITAL MARKETS FINANCING, INC.**, as co-documentation agent(together with ING Capital LLC and Allied Irish Banks PLC, the “**Co-Documentation Agents**”), and **GMACCOMMERCIAL FINANCE LLC**, as syndication agent (the “**Syndication Agent**”).WITNESSETH:          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 Lendersconsent to (A) the formation by COMSYS IT of TWC Group Consulting, LLC, a Delaware limitedliability company (“**TWC Acquisition Sub**”), as a Wholly-Owned Subsidiary of COMSYS IT and (B) theacquisition (the “**TWC Acquisition**”) by TWC Acquisition Sub of substantially all of the assets andcertain of the liabilities of T. Williams Consulting, LLC, a Delaware limited liability company(“**TWC Seller**”) used in the “Business” (as such term is defined in the TWC Purchase Agreementdescribed herein) (the “**TWC Acquired Business**”), for an aggregate purchase price not to exceed$16,500,000 plus any working capital adjustment that may be required to be paid in accordance withSection 1.4(c) of the TWC Purchase Agreement described herein, and as in effect on the date hereof(the “**TWC Net Working Capital Adjustment**”) plus up to $7,500,000 of possible earnout payments (the“**TWC Earnout**”), required pursuant to Section 1.5 of the TWC Purchase Agreement, as in effect on thedate hereof, which such consideration shall consist solely of (i) $16,500,000 of the proceeds of
 

 
Revolving Loans (approximately $500,000 of which shall be immediately used to repay existing Debtof the TWC Seller) plus payments in respect of the TWC Net Working Capital Adjustment,and (ii) the TWC Earnout payment, which may be paid no earlier than February 15, 2009, subjectto and in accordance with the terms and conditions set forth in that certain Asset PurchaseAgreement (the “**TWC Purchase Agreement**”; the TWC Purchase Agreement, together with each otherdocument, agreement and instrument executed in connection therewith, in each case, as in effect onthe date hereof, the “**TWC Purchase Documents**”) dated as of December 19, 2007, by and among TWCAcquisition Sub and the TWC Seller; and          WHEREAS, the Borrowers have also requested, among other things, that the Agent and the Lendersamend the Credit Agreement in certain respects; 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 hereof, upon satisfaction of the conditionsprecedent set forth in Section 4 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**”), **PRAEOSTECHNOLOGIES, LLC**, a Delaware limited liability company and successor by merger toPraeos Technologies, Inc., a Georgia corporation (“**Praeos**”), **PLUM RHINO CONSULTING,LLC**, a Delaware limited liability company and successor in interest to Plum RhinoConsulting, LLC, a Georgia limited liability company (“**Plum Rhino**”; COMSYS Services,COMSYS IT, Pure Solutions, Plum Rhino and Praeos, together with each other Personwho becomes a borrower hereunder by execution of a joinder in the form ofExhibit I attached hereto, are referred to herein each individually as a“**Borrower**” and collectively as the “**Borrowers**”), **COMSYS IT PARTNERS, INC.**, aDelaware corporation (“**Holdings**”), **PFI LLC**, a Delaware limited liability company(“**PFI**”), **COMSYS IT CANADA, INC.**, a North Carolina corporation, **ECONOMETRIX, LLC**, aDelaware limited liability company, COMSYS Services, acting in its capacity asborrowing agent and funds 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**
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**LYNCH CAPITAL**, a division of Merrill Lynch BusinessFinancial Services Inc., individually as a Lender, as administrative agent (the“**Agent**”), Sole Bookrunner and Sole Lead Arranger, **ING CAPITAL LLC**, asco-documentationagent and as a Lender, **BMO CAPITAL MARKETS FINANCING, INC.**, as co-documentationagent and as a Lender, **ALLIED IRISH BANKS PLC**, as co-documentation agent (togetherwith BMO Capital Markets Financing, Inc. and ING Capital LLC, the “**Co-DocumentationAgents**”) and as a Lender, and **GMAC COMMERCIAL FINANCE LLC**, as syndication agent (the“**Syndication Agent**”) and as 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:“**Seventh Amendment**” means that certain Consent and Seventh Amendment to CreditAgreement dated as of the Seventh Amendment Effective Date by and among theBorrowers and certain other Credit Parties, the Agent, the Co-Documentation Agents,the Syndication Agent and the Lenders.“**Seventh Amendment Effective Date**” means December 19, 2007.“**TWC Acquisition**” means the acquisition by TWC Acquisition Sub of substantially allof the assets of the TWC Seller, in accordance with the terms set forth in the TWCPurchase Agreement, as in effect on the Seventh Amendment Effective Date.“**TWC Acquisition Sub**” means TWC Group Consulting, LLC, a Delaware limited liabilitycompany.“**TWC Earnout**” means all amounts payable in accordance with Section 1.5 of the TWCPurchase Agreement, as in effect on Seventh Amendment Effective Date.“**TWC Purchase Agreement**” means that certain Asset Purchase Agreement dated as of theDecember 19, 2007, by and among TWC Acquisition Sub and the TWC Seller, and alldocuments, agreements and instruments executed in connection therewith.“**TWC Seller**” means T. Williams Consulting, LLC, a Delaware limited liabilitycompany.          (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 trade
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accounts 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 ineffect on the Fifth Amendment Effective Date, (C) Section 1.3(c) of the PraeosPurchase Agreement, as in effect on the Sixth Amendment Effective Date, and (D)Section 1.4(c) of the TWC Purchase Agreement, as in effect on the Seventh AmendmentEffective Date), (iv) all Capital Leases of such Person, (v) all non-contingentobligations of such Person to reimburse any bank or other Person in respect ofamounts paid under a letter of credit or similar instrument, (vi) all equitysecurities of such Person subject to repurchase or redemption on a date which isprior to the Commitment Expiry Date at the option of the holder thereof, other thanrepurchases and redemptions (a) as a result of a change of control with respect tosuch 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, the Plum Rhino Earnout,the Praeos Earnout and the TWC Earnout (provided, that, solely for purposes ofdetermining compliance by the Credit Parties with the respective financial covenantsset forth in Article VII, as of any date of determination, the amount of an Earnoutor similar payment obligation shall be deemed to be equal to the sum of, withoutduplication, (a) any liquidated amounts actually due and owing on account of suchEarnout or similar payment obligation, to the extent not yet paid, and (b) allamounts reasonably expected to be paid by the Borrowers, as determined by theBorrowers 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 Seventh Amendment, the Notes, the Security Documents, the InformationCertificate, the Fee Letter, any subordination agreement to be entered into amongthe Agent, the Borrowers and Holdings in connection with the Holdings IntercompanyLoan, the Assignment of PS Purchase Agreement, the Collateral Assignment of PlumRhino Purchase Agreement, the Collateral Assignment of Praeos Purchase Agreement,the Collateral Assignment of TWC Purchase Agreement, any fee letter between MerrillLynch and any Borrower relating to the transactions contemplated hereby, any SwapContract entered into between any Credit Party and any Eligible Swap Counterparty,and all other documents, instruments and agreements contemplated herein or therebyand executed concurrently by a Credit Party with or in favor of the Agent or theLenders in connection herewith or at any time and from time to time hereafter, asany or all of the same may be amended, supplemented, restated or otherwise modifiedfrom time to time.
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“**Operative Documents**” means the Financing Documents, the Merger Documents, the PSPurchase Documents, the Plum Rhino Purchase Agreement, the Praeos PurchaseAgreement, the TWC Purchase Agreement, the Venturi Staffing Purchase Agreement andthe Equity Documents.“**Plum Rhino**” has the meaning set forth in the Preamble to this Agreement.“**Praeos**” has the meaning set forth in the Preamble to this Agreement.          (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 issued andoutstanding equity securities of COMSYS IT, Econometrix and PFI. COMSYS IT owns allof the issued and outstanding equity securities of COMSYS Services, Pure Solutions,COMSYS Limited, TWC Acquisition Sub, Plum Rhino and Praeos. COMSYS Services ownsall of the issued and outstanding equity securities of COMSYS Canada. COMSYSServices owns all of the issued and outstanding equity securities of COMSYS CanadianSub. No shares of the capital stock or other equity securities of any Credit Party,other than those described above, are issued and outstanding. Except as set forthon the Information Certificate, as of the Closing Date there are no preemptive orother outstanding rights, options, warrants, conversion rights or similar agreementsor understandings for the purchase or acquisition from any Credit Party of anyequity 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 (q), (ii) deleting the period at the end of clause (r)thereof and substituting “; and” therefor and (iii) adding new clause (s) thereto immediatelyfollowing clause (r) thereof as follows:“(s) Debt of TWC Acquisition Sub incurred pursuant to the TWC Earnout.”          (f) **Section 5.6**. Section 5.6 of the Credit Agreement is hereby amended by (i)deleting the “or” at the end of clause (f), (ii) deleting the period at the end of clause (g)thereof
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and substituting “; or” therefor and (iii) adding new clause (h) thereto immediatelyfollowing clause (g) thereof as follows:“(h) declare, pay, make or set aside any amount for any payment to the TWC Seller inrespect of the TWC Earnout, except for such payments in respect of the TWC Earnoutrequired to be made in accordance with Section 1.5 of the TWC Purchase Agreement, asin effect on the Seventh Amendment Effective Date, or as otherwise agreed to byAgent, provided such payment shall be made either (x)in Holdings’ common stock, to the extent otherwise permitted pursuant to the termsof this Agreement, or (y) in cash, in accordance with the following and providedthat the following conditions are satisfied in respect of any and all suchdistributions and payments pursuant to this clause (y):(i) no more than $7,500,000 shall be paid in cash in respect of the TWCEarnout in the aggregate during the term of this Agreement;(ii) each payment in respect of the TWC Earnout shall be paid in the amountand at the time required to be paid in accordance with the TWC PurchaseAgreement, as in effect on the Seventh Amendment Effective Date;(iii) all payments in respect of the TWC Earnout shall be made on or afterFebruary 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(h)(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(h)(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 TWC Earnout in form and substance reasonablyacceptable 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:
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“(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, Econometrixand PFI, (3) COMSYS IT shall cease to directly own and control one hundred percent (100%) ofthe equity interests of COMSYSServices, Pure Solutions, COMSYS Limited, Praeos, TWC Acquisition Sub and Plum Rhino, (4)COMSYS Services shall cease to directly own and control one hundred percent (100%) of theequity interests of COMSYS Canada, (5) COMSYS Services shall cease to directly own andcontrol one hundred percent (100%) of the equity interests of COMSYS Canadian Sub, (6) 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), (5) and (6), to the extent permitted inSection 5.7(a)), (7) any “Change in Ownership,” “Fundamental Change,” or terms of similarimport occurs under the Holdings Certificate of Designations, or (8) 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”          3. Consent to TWC Acquisition and Formation of TWC Acquisition Sub. Effective as ofthe date hereof, upon satisfaction of the conditions precedent set forth in Section 4 hereof, andin reliance upon the representations and warranties of the Credit Parties set forth in the CreditAgreement and in this Amendment, and notwithstanding anything to the contrary contained in theCredit Agreement or any other Financing Document (including, without limitation, Section 5.8 of theCredit Agreement), the Agent and the Lenders consent to (x) the TWC Acquisition, in accordance withthe terms and conditions set forth in the TWC Purchase Agreement in effect on the date hereof, and(y) the formation of TWC Acquisition Sub; provided, that, each of the foregoing consents areconditioned on the following:          (a) the aggregate purchase price shall not exceed $24,000,000 and shall consist solely of (i)a $16,500,000 payment in cash on the date hereof (to be paid with the proceeds of Revolving Loans,approximately $500,000 of which shall be immediately used to repay in full all existing Debt of theTWC Seller), (ii) the TWC Net Working Capital Adjustment, if any, and (iii) the TWC Earnout;          (b) the Borrowers’ delivery to Agent of evidence of the formation of TWC Acquisition Sub andevidence that such Subsidiary is a Wholly Owned Subsidiary of COMSYS IT and has opted into ArticleVIII of the UCC and certificated its interests and, in connection therewith, (i) a Joinder toCredit Agreement, Notes and Information Certificate whereby TWC Acquisition Sub shall become a“Borrower” under the Credit Agreement, the Notes and the Information Certificate; (ii) a pledgeamendment whereby COMSYS IT shall pledge one hundred percent of the membership interests of TWCAcquisition Sub to the Agent, for the benefit of the Lenders, together with all membership interestcertificates of TWC Acquisition
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Sub, assignments separate from certificate, proxies and otherdocuments as the Agent reasonably shall request, pursuant to which the Agent shall have received,for the benefit of the Lenders, a first priority security interest in all of the issued andoutstanding membership interests of TWC Acquisition Sub; (iii) a Joinder to that certain BorrowerSecurity Agreement dated as of December 19, 2007 by and among Praeos, each other Debtor partythereto, if any, and the Agent executed by TWC Acquisition Sub, whereby TWC Acquisition Sub shallgrant a lien on and security interest in all of TWC Acquisition Sub’s assets to secure TWCAcquisition Sub’s obligations under the Credit Agreement; (iv) a Collateral Assignment of PurchaseAgreement by TWC Acquisition Sub and acknowledged by the TWC Seller; (v) a certificate of theSecretary of TWC Acquisition Sub certifying: (A) the names and true signatures of the officers ofTWC Acquisition Sub authorized to execute, deliver and perform all obligations under the FinancingDocuments to which it is a party; (B) copies of the resolutions of the board of directors orother governing body of TWC Acquisition Sub 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 TWC Acquisition Sub,certified by the Secretary of State of Delaware as of a recent date; (vi) a payoff letter from eachlender to the TWC Seller in form and substance reasonably satisfactory to the Agent, together withsuch UCC-3 termination statements, releases of mortgage Liens and other instruments, documentsand/or agreements necessary or appropriate to terminate any Liens in favor of such lenders securingindebtedness which is to be paid off on the date of the TWC Acquisition as the Agent may reasonablyrequest, duly executed and in form and substance reasonably satisfactory to the Agent, (vii)evidence that (A) TWC Acquisition Sub has in place, with financially sound and reputable insurers,public liability and property damage insurance with respect to its business and properties againstloss or damage of the kinds customarily carried or maintained by Persons of established reputationengaged in similar businesses and in commercially reasonable amounts and (B) pursuant toendorsements and/or assignments in form and substance satisfactory to the Agent, (x) the Agent hasbeen named as lender’s loss payee, for its benefit and the benefit of the Lenders, in the case ofcasualty insurance, and (y) the Agent and each of the Lenders have been named as additionalinsureds in the case of all liability insurance; (viii) an opinion of counsel to TWC AcquisitionSub addressed to Agent and Lenders, in form and substance reasonably satisfactory to Agent; and(ix) all other agreements, instruments and documents as the Agent may reasonably request,including, without limitation, certified copies of all TWC Acquisition Documents, and the Borrowersshall take such additional actions as the Agent may reasonably require in order (A) to carry outmore effectively the purposes of the Credit Agreement and the other Financing Documents, (B) tosubject to the Liens created by any of the Security Documents any of the properties, rights orinterests covered by any of the Security Documents, (C) to perfect and maintain the validity,effectiveness and priority of any of the Security Documents and the Liens intended to be createdthereby, and (D) to better assure, convey, grant, assign, transfer, preserve, protect and confirmto the Agent and Lenders the rights granted or intended to be granted to the Agent and the Lendersunder any Financing Document or under any other document executed in connection therewith;          (c) the Borrowers’ delivery to Agent of evidence that the TWC Acquisition has beenconsummated; and          (d) 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 clause(12) of such definition) contained in the Credit Agreement.
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Upon satisfaction of the conditions precedent set forth in Section 4 hereof and all of therequirements set forth in the definition of Permitted Acquisition (other than those conditions setforth in clause (12) of such definition) and notwithstanding anything to the contrary contained inthe Credit Agreement, the TWC Acquisition shall be deemed to be a Permitted Acquisition under theCredit Agreement (provided, that, the purchase price paid in connection with the TWC Acquisitionshall not be included in determining compliance or non-compliance with the baskets contained inclause (12) of the definition of Permitted Acquisition).          4. 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 6 hereof;  (c) receipt and satisfactory review by Agent of all financialinformation with respect to the TWC Seller 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.          5. Conditions Subsequent. As soon as practicable, but in no event later than ninety(90) days after the Seventh Amendment Effective Date, the Borrowers shall deliver controlagreements executed by Wachovia Bank with respect to any bank accounts opened in the name of TWCAcquisition Sub, which such agreements shall be in form and substance reasonably acceptable to theAgent and shall provide that all cash maintained in such accounts shall automatically and withoutfurther direction 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 (unless otherwise agreed to by the Agent).          6. 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;
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 (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 “**Seventh AmendmentFinancing Documents**”) and the TWC Purchase Documents are within its powers,have been duly authorized by all necessary action pursuant to itsOrganizational Documents, require no further action by or in respect of, orfiling with, any governmental body, agency or official (other than (i) routinecorporate, tax, ERISA, intellectual property, environmental filings and otherfilings from time to time necessary in connection with the conduct of suchCredit Party’s business in the ordinary course, and (ii) recordings and filingsin connection with theLiens granted to the Agent under the Financing Documents) and do notviolate, conflict with or cause a breach or a default under any provision ofapplicable law or regulation or of the Organizational Documents of anyCredit Party or of any agreement, judgment, injunction, order, decree orother instrument binding upon it, except for such failures to file,violations, conflicts, breaches or defaults as could not reasonably beexpected to have a Material Adverse Effect;  (c) this Amendment, the Seventh Amendment Financing Documents andthe TWC 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.          7. 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.          8. 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.          9. 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.
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          10. **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 ANDAGREES 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.**          11. **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.**          12. 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.          13. 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
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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;