Amendment No.1 to Registration Rights Agreement



 Exhibit 4.2 
  
 AMENDMENT NO. 1 TO 
 REGISTRATION RIGHTS AGREEMENT 
  
 This Amendment No. 1 (the “Amendment”) is made as of the 1st day of April, 2005 to that certain Registration Rights Agreement (the “Agreement”) made and entered into as of September 30, 2004, by
and among COMSYS IT Partners, Inc. (f/k/a Venturi Partners, Inc.), a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A thereto (collectively, the “Wachovia
Group”), the persons and entities listed on Exhibit B thereto (collectively, the “Junior Securities Group”), and the persons listed on Exhibit C thereto (collectively, the “Comsys
Management Group”). Capitalized terms used but not defined herein have the meanings given such terms in the Agreement or the Merger Agreement (as defined below). 
  
 A. Pursuant to the terms of the Agreement and Plan of Merger dated as of July 19, 2004 among the Company, Venturi Technology
Partners, LLC, VTP, Inc., COMSYS Information Technology Services, Inc., COMSYS Holding, Inc. and certain stockholders of COMSYS Holding, Inc. signatory thereto (the “Holding Stockholders”) (as amended or supplemented, the
“Merger Agreement”), the Company issued to the Holding Stockholders shares of Company Common Stock in connection with the Merger.  
  
 B. In connection with the Merger, the parties entered into the Agreement to govern certain of their rights, duties and
obligations relating to registration of their Registrable Securities (as defined in the Agreement). 
  
 C. Section 11(c) of the Agreement provides that the provisions of the Agreement may be amended, modified, supplemented or waived upon the prior written
consent of the Company and the Holders of a majority of the outstanding Registrable Securities. 
  
 D. The Company and the undersigned Holders representing a majority of the outstanding Registrable Securities desire to amend, modify, supplement and waive
provisions of the Agreement as set forth herein. 
  
 E. Now,
therefore, for good, valuable and binding consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, now agree as follows: 
  
 STATEMENT OF
AGREEMENT 
  
 Section 1. Section
3(a) of the Agreement is hereby amended by 
  

	 	(i)	deleting the first sentence thereof and inserting the following in lieu thereof: 

  
 Whenever the Company or another party having registration rights proposes that the Company register any of the
Company’s equity securities under the Securities Act (other than a registration on Form S-4 relating solely to a transaction 







 described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms
thereto), whether or not for sale for the Company’s own account, the Company will give written notice of such proposed filing to all Holders prior to or promptly after the initial filing of the registration statement. 
  
 and 
  

(ii) deleting the last sentence thereof and inserting the following in lieu thereof: 
  
 Each Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any
time prior to the effective time of such Piggyback Registration except to the extent such withdrawal rights may be limited in any subsequent agreement entered into by a Holder. 
  
 Section 2. Section 4(a) of the Agreement is hereby amended by 
  

	 	(i)	deleting the second sentence thereof and inserting the following in lieu thereof: 

  
 The Company agrees to use its commercially reasonable efforts to keep such Shelf Registration continuously effective and
usable for resale of Registrable Securities for 18 months after the date such Shelf Registration is declared effective by the Commission or such shorter period which will terminate at such time as the Holders have sold all the Registrable Securities
covered by such Shelf Registration. 
  
 and 
  

	 	(ii)	adding the following sentence at the end thereof: 

  
 Notwithstanding the foregoing provisions of this Section 4(a), in the event: (i) the Company proposes to undertake a registered underwritten offering of
its securities, (ii) the Company files a registration statement relating thereto on or before April 30, 2005 and such registration statement is declared effective by the Commission on or before July 31, 2005 and (iii) the Holders are given the
opportunity to include Registrable Securities in such offering in accordance with Section 3 above, the Company shall not be obligated to cause the Shelf Registration to be declared effective by the SEC until 90 days after the closing of such other
securities offering. If the registration statement for such proposed underwritten offering has not been declared effective on or before July 31, 2005, the Company shall again be obligated to cause the Shelf Registration to be declared effective as
promptly thereafter as practicable. 
  
 Section 3. Section 5(a)(i)
is hereby amended and restated to read as follows: 
  
 (i) the
Board of Directors of the Company determines that filing or maintaining the effectiveness of such Registration Statement would have a material adverse effect on the Company or the holders of its capital stock in relation to any material acquisition
or disposition, financing or other corporate transaction or 
  

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 Section 4. Miscellaneous. 
  
 (a) Ratification and Confirmation. Except as expressly set forth in this Amendment, the terms, provisions and conditions of
the Agreement shall remain unchanged and in full force and effect without interruption or impairment of any kind. 
  
 (b) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving regard to the
conflict of law principles thereof. 
  
 (c) Headings. The article
and section headings contained in this Amendment are inserted for convenience only and will not affect in any way the meaning or interpretation of this Amendment. 
  
 (d) Counterparts. This Amendment may be executed in two or more counterparts, each of which will be deemed an original but
all of which together will constitute one and the same instrument. This Agreement may be delivered by exchange of copies of the signature page by facsimile transmission. 
  
 (e) Severability. The provisions of this Amendment will be deemed severable and the invalidity or unenforceability of any
provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Amendment, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance
with its terms, the parties agree that the court judicially making such determination may modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its modified
form, such provision will then be enforceable and will be enforced. 
  
 (f) Amendment. This Amendment may not be amended or modified except in the manner specified for an amendment of or modification to the Agreement in Section 11(c) of the Agreement. 
  
 (g) Entire Agreement. The Agreement as amended by this Amendment constitutes
the entire agreement and understanding of the parties in respect of the subject matter of the Agreement as amended by this Amendment and supersedes all prior understandings, agreements or representations by or among the parties, written, or oral, to
the extent they relate in any way to the subject matter of the Agreement as amended by this Amendment. 
  

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 IN WITNESS WHEREOF the parties hereto have or have caused this Registration Rights Agreement to be duly
executed as of the date first above written 
  

			
	THE COMPANY:
	
	 COMSYS IT Partners, Inc.

		
	 By:
	 	 /s/ David L. Kerr


	 Name:
	 	 David L. Kerr


	 Title:
	 	 Senior Vice President—Corporate Development


	
	 THE STOCKHOLDERS:

	
	 Wachovia Investors, Inc.

		
	 By:
	 	 /s/ Courtney Rountree


	 Name:
	 	 Courtney Rountree


	 Title:
	 	 Vice President


	
	 GTCR Fund VI, L.P.

		
	 By:
	 	

	 Name:
	 	 Dan Yih

	 Title:
	 	 Principal

	
	 GTCR VI Executive Fund, L.P.

		
	 By:
	 	

	 Name:
	 	 Dan Yih

	 Title:
	 	 Principal

	
	 GTCR Associates VI

		
	 By:
	 	

	 Name:
	 	 Dan Yih

	 Title:
	 	 Principal



  
 [Signature Page
to Amendment No. 1 to Registration Rights Agreement] 








			
	 J.P. Morgan Direct Corporate Finance Institutional
 Investors LLC

		
	By:	 	 J.P. Morgan Chase Bank as Investment
 Advisor

		
	By:	 	  


	Name:	 	Eliot H. Powell
	Title:	 	Vice President
	
	 J.P. Morgan Direct Corporate Finance Private
 Investors LLC

		
	By:	 	J.P. Morgan Investment Management Inc. as Investment Advisor
		
	By:	 	  


	Name:	 	Eliot H. Powell
	Title:	 	Vice President
	
	Old Trafford Investment Pte. Ltd.
		
	By:	 	  


	Name:	 	Lim Hock Tay
	Title:	 	Director
	
	522 Fifth Avenue Fund, L.P.
		
	By:	 	 J.P. Morgan Investment Management Inc. as
 Investment
Advisor

		
	By:	 	  


	Name:	 	Eliot H. Powell
	Title:	 	Vice President


  
 [Signature Page
to Amendment No. 1 to Registration Rights Agreement] 








	
	/s/ Michael T. Willis


	Michael T. Willis, individually
	 
	  
 /s/ David L. Kerr


	 David L. Kerr, individually

	 
	  
 /s/ Margaret G. Reed


	 Margaret G. Reed, individually

	 
	  
 /s/ Joseph C. Tusa, Jr.


	 Joseph C. Tusa, Jr., individually

	 
	  
 /s/ Albert S. Wright IV


	 Albert S. Wright IV, individually

	 
	  
 /s/ Mark R. Bierman


	 Mark R. Bierman, individually

	 
	  
 /s/ Jeffrey J. Weiner


	 Jeffrey J. Weiner, individually

	 
	  
 /s/ Bernice L. Arceneaux


	 Bernice L. Arceneaux, individually



  
 [Signature Page
to Amendment No. 1 to Registration Rights Agreement]