EX-10.1






NINTH AMENDMENT TO CREDIT AGREEMENT




THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 23,
2009 by and among COMSYS SERVICES LLC, a Delaware limited liability company (“COMSYS Services”),
COMSYS INFORMATION TECHNOLOGY SERVICES, INC., a Delaware corporation (“COMSYS IT”), 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 limited liability company
and successor by merger to Praeos Technologies, Inc., a Georgia corporation (“Praeos”), ASET
INTERNATIONAL SERVICES CORPORATION, a Virginia corporation (“ASET”), TAPFIN LLC, a Delaware limited
liability company, formerly known as TWC Group Consulting, LLC (“TWC Acquisition Sub”; COMSYS
Services, COMSYS IT, Pure Solutions, Plum Rhino, Praeos, ASET and TWC Acquisition Sub 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 Delaware limited liability company
(“PFI”), COMSYS IT CANADA, INC., a North Carolina corporation (“COMSYS Canada”), ECONOMETRIX, LLC,
a Delaware limited liability company (“Econometrix”), COMSYS Services, acting in its capacity as
borrowing agent and funds administrator for the Borrowers (in such capacity, the “Funds
Administrator”), the financial institutions from time to time parties thereto (the “Lenders”), GE
BUSINESS FINANCIAL SERVICES INC. (formerly known as Merrill Lynch Business Financial Services
Inc.), as administrative agent (the “Agent”), Sole Bookrunner and Sole Lead Arranger, ING CAPITAL
LLC, as co-documentation agent, ALLIED IRISH BANKS PLC, 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 GMAC COMMERCIAL FINANCE LLC, as syndication agent
(the “Syndication Agent”).



W I T N E S S E T H:




WHEREAS, the Borrowers, Holdings, PFI, COMSYS Canada, Econometrix, the Agent, the
Co-Documentation Agents, the Syndication Agent and each Lender are parties to that certain Credit
Agreement dated as of December 14, 2005 (as the same has been, hereby is and may hereafter be
further amended, restated, supplemented or otherwise modified and in effect from time to time, the
“Credit Agreement”); and



WHEREAS, the Credit Parties, the Agents and the Lenders desire to amend the Credit Agreement
as set forth herein.



NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained
herein, the parties agree as follows:



1. Defined Terms. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Credit Agreement, as amended by this Amendment.



2. Amendments. Effective as of the Ninth Amendment Effective Date, upon satisfaction
of the conditions precedent set forth in Section 3 hereof, the Credit Agreement is amended as set
forth in this Section 2:



(a) The parties hereto desire to reduce the Revolving Loan Commitment from $160,000,000 to
$110,000,000. Accordingly, in order to evidence the reduction in the Revolving Loan Commitment, the
Commitment Annex affixed to the Credit Agreement as Annex A is deleted in its entirety and a new
Annex A in the form of Exhibit A attached to this Amendment is substituted therefor (the
“New Annex A”). The parties hereto hereby agree that (x) the Revolving Loan Outstandings
on the date hereof are $63,027,522.06 and (y) the outstanding principal balance of the Term Loan as
of the Ninth Amendment Effective Date is $0.00.



(b) Each Lender having a Revolving Loan Commitment Percentage, severally and not jointly,
hereby agrees that the Lenders’ pro rata shares of the Revolving Loan Commitments as of the Ninth
Amendment Effective Date, shall be as set forth on the New Annex A. To the extent necessary to
give effect to the provisions of the preceding sentence, Allied Irish Banks PLC (the “Assigning
Lender”) hereby agrees on the date hereof to sell and to assign to certain of the Lenders having
Revolving Commitment Percentages hereunder (each Lender, in such capacity is referred to herein as
an “Assignee Lender”), without recourse, representation or warranty (except as set forth below),
and each Assignee Lender, severally and not jointly, hereby purchases and assumes from the
Assigning Lender, a percentage interest in the Revolving Loan Commitment and the Revolving Loans in
amounts required to give effect to the Revolving Loan Commitment Percentages on New Annex A. The
Assigning Lender and the Assignee Lenders, severally and not jointly, hereby agree, on the Ninth
Amendment Effective Date, to effect any inter-Lender transfers necessary to cause the Assigning
Lender’s Revolving Loan Commitment Percentage to be reduced to zero and each Assignee Lender to
hold the portion of the Revolving Loan Commitment set forth beside such Lender’s name on New Annex
A. As a result of such assignments and acceptances, the Assigning Lender is absolutely released
from any of such obligations, covenants and agreements, to the extent of its assigned shares of the
Revolving Loan Commitment. Upon the effectiveness of the assignments and acceptances described in
this Section 2(b), the Agent shall thereafter make all payments in respect of the interests
assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee
Lenders. The Lenders shall make all appropriate adjustments in payment for periods prior to the
effectiveness of the assignment and acceptance described in this Section 2(b) by the Agent or with
respect to the making of this assignment directly between themselves.



(c) Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by substituting
the following definitions of the terms set forth below in lieu of the current version of such
definitions contained in Section 1.1 of the Credit Agreement:




“Commitment Expiry Date” means March 31, 2012.




“Financing Documents” means this Agreement, the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth
Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the
Notes, the Security Documents, the Information Certificate, the Fee Letter, any
subordination agreement to be entered into among the Agent, the Borrowers and
Holdings in connection with the Holdings Intercompany Loan, the Assignment of PS
Purchase Agreement, the Collateral Assignment of Plum Rhino Purchase Agreement, the
Collateral Assignment of Praeos Purchase Agreement, the Collateral Assignment of TWC
Purchase Agreement, the Collateral Assignment of ASET Purchase Agreement, any fee
letter between Merrill Lynch and any Borrower relating to the transactions
contemplated hereby, any Swap Contract entered into between any Credit Party and any
Eligible Swap Counterparty, and all other documents, instruments and agreements
contemplated herein or thereby and executed concurrently by a Credit Party with or
in favor of the Agent or the Lenders in connection herewith or at any time and from
time to time hereafter, as any or all of the same may be amended, supplemented,
restated or otherwise modified from time to time.




“LIBOR Margin” means from and after the Ninth Amendment Effective Date, three and
three quarters percent (3.75%) per annum with respect to the Revolving Loans, the
Term Loan and other Obligations.




“Prime Rate Margin” means from and after the Ninth Amendment Effective Date, two and
three quarters percent (2.75%) per annum with respect to the Revolving Loans, the
Term Loan and other Obligations.




“TWC Acquisition Sub” means TAPFIN LLC, a Delaware limited liability company,
formerly known as TWC Group Consulting, LLC.



(d) Section 1.1. Section 1.1 of the Credit Agreement is hereby further amended by
adding thereto the following defined terms and their respective definitions in the correct
alphabetical order:




“ASET Purchase Agreement” means that certain Stock Purchase Agreement dated as of
June 26, 2008 among COMSYS IT, Holdings, Kevin Hendzel, an individual, and Erika N.
Hendzel, an individual, relating to the acquisition of ASET.




“Collateral Assignment of ASET Purchase Agreement” means that certain Collateral
Assignment of Purchase Documents dated as of June 26, 2008 by and among COMSYS IT,
Holdings and the Agent.




“Eighth Amendment” means that certain Eighth Amendment to Credit Agreement dated as
of June 13, 2008 by and among the Borrowers and certain other Credit Parties, the
Agent, the Co-Documentation Agents, the Syndication Agent and the Lenders.




“Ninth Amendment” means that certain Ninth Amendment to Credit Agreement dated as of
the Ninth Amendment Effective Date by and among the Borrowers and certain other
Credit Parties, the Agent, the Co-Documentation Agents, the Syndication Agent and
the Lenders.




“Ninth Amendment Effective Date” means March 23, 2009.




“Permitted Joint Venture” means a limited partnership, corporation or limited
liability company entered into by (or formed by, as the case may be) a Borrower or a
Domestic Wholly-Owned Subsidiary of a Borrower with an unrelated, non-Affiliated
third party on an arm’s length basis to engage in the joint undertaking of business,
provided, that, (x) such business arrangements shall be conducted only through a
legal entity whose liabilities are not (and will not become) by operation of law or
otherwise deemed to be liabilities of such entity’s members, shareholders, partners
or other investors (including, without limitation, the Credit Parties or their
Subsidiaries) and (y) such business shall be in the same line of business as a
Borrower or a Subsidiary of a Borrower, or any business reasonably related thereto.



(e) Section 1.1. Section 1.1 of the Credit Agreement is hereby further amended by
deleting the defined terms “Adjustment Date” and “Pricing Table” and their respective definitions
in their entirety.



(f) Section 2.1(e). The preamble of Section 2.1(e) of the Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:




“(e) All Prepayments. Any prepayment of a LIBOR Loan on a day other than
the last day of an Interest Period therefor shall include interest on the principal
amount being repaid and shall be subject to Section 2.3(f)(iv). All prepayments of
a Loan shall be applied first to that portion of such Loan comprised of Prime Rate
Loans and then to that portion of such Loan comprised of LIBOR Loans, in direct
order of Interest Period maturities. All prepayments of the Term Loan shall be
applied pro rata to the remaining installments thereof. Following the payment in
full of the Term Loan, any remaining amounts required by Section 2.1(c)(ii), (iii)
and (iv) to be used to prepay the Term Loan shall instead be applied as a repayment
of the outstanding Revolving Loans (with any excess to be held by the Agent as cash
collateral to be applied to repay future outstanding Revolving Loans as and when
made), pro rata among all Lenders having a Revolving Loan Commitment Percentage.
Notwithstanding anything to the contrary contained in this Section 2.1, each Lender
holding a portion of the Term Loan may elect not to have such Lender’s Pro Rata
Share of the Term Loan prepaid in the case of a mandatory prepayment pursuant clause
(c) of this Section 2.1, by notice to Agent received one (1) Business Day prior to
the date of such prepayment. The amount of any such prepayment which would have
been applied to the Term Loan but for such elections shall be retained by the
Borrowers.”



(g) Section 2.2(c)(iv). Section 2.2(c)(iv) of the Credit Agreement is hereby deleted
in its entirety and the following is substituted in lieu thereof:




“(iv) Upon repayment in full of the Term Loan, any amounts required by Section
2.1(c)(ii), (iii) and (iv) to be used to prepay the Term Loan shall instead be
applied as a repayment of the outstanding Revolving Loans in accordance with Section
2.1(e).”



(h) Section 2.3(b). Section 2.3(b) of the Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:




“(b) Unused Line Fee. From and following the Ninth Amendment Effective
Date, the Borrowers shall pay Agent, for the benefit of all Lenders committed to
make Revolving Loans, in accordance with their respective Pro Rata Shares, an
aggregate fee in an amount equal to (1) (a) the Revolving Loan Commitment less (b)
the average daily balance of the Revolving Loan Outstandings during the preceding
quarter, multiplied by (2) three quarters of one percent (.75%) per annum. Such fee
is to be paid quarterly in arrears on the first day of each calendar quarter.”



(i) Section 2.3(e). Section 2.3(e) of the Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:




“(e) Computation of Interest and Related Fees. All interest and fees under
each Financing Document shall be calculated on the basis of a 360-day year for the
actual number of days elapsed. The date of funding of a Prime Rate Loan and the
first day of an Interest Period with respect to a LIBOR Loan shall be included in
the calculation of interest. The date of payment of a Prime Rate Loan and the last
day of an Interest Period with respect to a LIBOR Loan shall be excluded from the
calculation of interest. Interest on all Prime Rate Loans is payable in arrears on
the first day of each month and on the maturity of such Loans, whether by
acceleration or otherwise. Interest on LIBOR Loans shall be payable on the last day
of the applicable Interest Period, unless the Interest Period is greater than three
(3) months, in which case interest will be payable on the last day of each three (3)
month interval. In addition, interest on LIBOR Loans is due on the maturity of such
Loans, whether by acceleration or otherwise.”



(j) Section 4.1(c). Section 4.1(c) of the Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:




“(c) (i) together with each delivery of financial statements pursuant to Sections
4.1(a) and 4.1(b), a Compliance Certificate (it being understood that the Credit
Parties shall only be required to complete and deliver the financial covenant
calculations attached to the Compliance Certificate to the extent that the Borrowers
are required to evidence compliance with the financial covenants set forth in
Article VII hereof), (ii) [intentionally omitted], and (iii) together with each
delivery of financial statements pursuant to Sections 4.1(a) and 4.1(b), a
reconciliation report in the form set forth in Exhibit F, with respect to the
Borrowing Base Certificate most recently delivered to Agent pursuant to Section
4.1(m), the financial statements of the Credit Parties delivered to Agent, the
Borrowers’ general ledger and/or the reports required pursuant to Section 4.1(o), in
form and substance, and with such supporting detail and documentation, as may be
reasonably requested by Agent;”



(k) Section 4.1(t). Section 4.1(t) of the Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:




“(t) copies of the most recent financial statements of any Permitted Joint
Ventures;”



(l) Section 5.1(r). Section 5.1(r) of the Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:




“(r) intercompany Debt arising from loans made by a Borrower to COMSYS Canadian Sub
in an aggregate amount not to exceed $500,000 at any time outstanding, reduced by
the aggregate amount of all Investments not constituting Debt made by a Borrower
pursuant to Section 5.8(m); provided, however, such Debt shall be evidenced by
promissory notes having terms reasonably satisfactory to Agent, the sole originally
executed counterparts of which shall be pledged and delivered to Agent, for the
benefit of Agent and Lenders, as security for the Obligations; and”



(m) Section 5.4(e). Section 5.4(e) of the Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:




“(e) dividends or distributions by COMSYS IT to Holdings in an amount not to exceed
$10,000,000 in the aggregate during the period commencing on the Ninth Amendment
Effective Date and continuing through the remaining term of this Agreement, which
are immediately used by Holdings to pay dividends to its stockholders and/or to
repurchase shares of capital stock of Holdings from its stockholders, so long as:




(i) immediately before giving effect thereto, no Default or Event of Default
has occurred and is continuing and no Default or Event of Default would
arise as a result of such Restricted Distribution;




(ii) after giving effect to such Restricted Distribution, the Borrowers
shall have Net Borrowing Availability of not less than $30,000,000
(provided, that, for purposes of determining Net Borrowing Availability
solely with respect to this Section 5.4(e)(ii), the Permanent Reserve shall
not be deducted in the calculation of the Borrowing Base); and




(iii) after giving effect to such Restricted Distribution, the Fixed Charge
Coverage Ratio for the most recent four (4) fiscal quarter period ended for
which financial statements have been delivered hereunder is no less than
1.20 to 1.00;”



(n) Section 5.7(b). Section 5.7(b) of the Credit Agreement is hereby amended by (i)
deleting the “and” at the end of clause (iii), (ii) deleting the period at the end of clause (iv)
thereof and substituting “; and” therefor and (iii) adding new clause (v) thereto immediately
following clause (iv) thereof as follows:




“(v) transfers of property by a Guarantor to a Borrower or by a Borrower to any
other Borrower; provided, the Borrower receiving such property has complied with
Section 4.9.”



(o) Section 5.8. Section 5.8 of the Credit Agreement is hereby amended by (i)
deleting the “and” at the end of clause (l), (ii) deleting the period at the end of clause (m)
thereof and substituting “; and” therefor and (iii) adding new clause (n) thereto immediately
following clause (m) thereof as follows:




“(n) Investments in Permitted Joint Ventures in an aggregate amount with respect to
all Permitted Joint Ventures not to exceed $500,000 at any one time outstanding;
provided, however, that any Investments constituting Debt shall be evidenced by
promissory notes having terms reasonably satisfactory to Agent, the sole originally
executed counterparts of which shall be pledged and delivered to Agent, for the
benefit of Agent and Lenders, as security for the Obligations.”



(p) Section 5.8. The last sentence of Section 5.8 of the Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:




“Without limiting the generality of the foregoing, such Credit Party will not, and
will not permit any Subsidiary to, (i) acquire or create any Subsidiary (other than
in connection with a Permitted Acquisition) or (ii) engage in any joint venture or
partnership with any other Person (other than Permitted Joint Ventures).”



(q) Exhibit C to Credit Agreement — Compliance Certificate. Exhibit C to the Credit
Agreement is hereby deleted in its entirety and Exhibit C attached hereto is substituted in lieu
thereof.



3. Conditions Precedent. The effectiveness of this Amendment is subject to the
satisfaction of the following conditions precedent:




(a) delivery to the Agent of this Amendment executed by each Credit Party that is a
party hereto, the Agent and the Lenders in form and substance reasonably satisfactory to the
Agent;




(b) delivery to the Agent of an updated Information Certificate executed by each
Borrower, in form and substance reasonably satisfactory to the Agent;




(c) delivery to the Agent of original Third Amended and Substituted Revolving Loan
Notes executed by the Borrowers in favor of each Lender whose Revolving Loan Commitment
Amount shall be reduced as a result of this Amendment, if requested by such Lender;




(d) delivery to Agent of evidence that TWC Group Consulting, LLC has changed its name
to TAPFIN LLC (which such evidence shall include a file stamped Amendment to the Certificate
of Formation certified by the Secretary of State of the State of Delaware);




(e) the Borrowers shall have paid (and the Borrowers hereby covenant and agree to pay)
to the Administrative Agent in immediately available funds, for the benefit of each Lender
that has delivered an executed signature page to this Amendment on or prior to the date
hereof (each a “Signing Lender”), a fee in an amount equal to one and one quarter percent
(1.25%) of the Revolving Loan Commitment Amount held by such Signing Lender as of the Ninth
Amendment Effective Date (after giving effect to this Amendment and the reduction of the
Revolving Loan Commitment provided for herein), which fee shall be non-refundable for any
reason and fully earned and payable as of the date hereof;




(f) the truth and accuracy of the representations and warranties contained in Section 4
hereof; and




(g) no Default or Event of Default under the Credit Agreement shall have occurred and
be continuing.



4. Representations and Warranties. Each Credit Party that is a party hereto hereby
represents and warrants to the Agent and each Lender as follows:




(a) the representations and warranties of the Borrowers and the other Credit Parties
contained in the Financing Documents are true and correct in all material respects as of the
date hereof, except to the extent that any such representation or warranty (i) relates to a
specific date, in which case such representation and warranty shall be true and correct in
all material respects as of such earlier date or (ii) is qualified by materiality or has
Material Adverse Effect qualifiers, in which case, such representations and warranties shall
be true and correct in all respects;




(b) the execution, delivery and performance by such Credit Party of this Amendment are
within its powers, have been duly authorized by all necessary action pursuant to its
Organizational Documents, require no further 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 to time necessary
in connection with the conduct of such Credit Party’s business in the ordinary course, and
(ii) recordings and filings in connection with the Liens granted to the Agent under the
Financing Documents) and do not violate, conflict with or cause a breach or a default under
any provision of applicable Law or of the Organizational Documents of any Credit Party or of
any agreement, judgment, injunction, order, decree or other instrument binding upon it,
except for such failures to file, violations, conflicts, breaches or defaults as could not
reasonably be expected to have a Material Adverse Effect;




(c) this Amendment constitutes the valid and binding obligation of the Credit Parties
that are parties hereto, enforceable against such Persons in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws relating to the enforcement of creditor’s rights generally and by general equitable
principles; and




(d) no Default or Event of Default exists or will result from the transactions
contemplated herein.



5. No Waiver. Except as expressly set forth herein, nothing contained herein shall be
deemed to constitute a waiver of compliance with any term or condition contained in the Credit
Agreement or any of the other Financing Documents or constitute a course of conduct or dealing
among 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 references
to the Credit Agreement as amended and waived hereby.



6. Severability. In case any provision of or obligation under this Amendment shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.



7. 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 not
be given any substantive effect.



8. 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, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES. EACH CREDIT PARTY HEREBY CONSENTS TO THE JURISDICTION OF
ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND IRREVOCABLY
AGREES THAT, SUBJECT TO THE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING
TO THIS AMENDMENT OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH CREDIT
PARTY EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY
DEFENSE OF FORUM NON CONVENIENS. EACH CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS AND AGREES THAT ALL SUCH SERVICE OF 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 SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME
HAS BEEN POSTED.



9. WAIVER OF JURY TRIAL. EACH CREDIT PARTY, THE AGENT AND THE LENDERS HEREBY
IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREE THAT
ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.



10. Counterparts; Integration. This Amendment may be executed and delivered via
facsimile, email or similar electronic transmission with the same force and effect as if an
original were executed and may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures hereto were upon the same instrument. This
Amendment constitutes the entire agreement and understanding among the parties hereto with respect
to the subject matter hereof and supersedes any and all prior agreements and understandings, oral
or written, relating to the subject matter hereof.



11. 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 Credit
Party grants liens or security interests in its property or otherwise acts as accommodation party
or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and
performance obligations, contingent or otherwise, under each of the Financing Documents to which it
is a party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on
or security interests in any of its property pursuant to any such Financing Document as security
for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Financing
Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and
confirms and agrees that such security interests and liens hereafter secure all of the Obligations
as amended hereby. Each of the Credit Parties hereby consents to this Amendment and acknowledges
that each of the Financing Documents remains in full force and effect and is hereby ratified and
reaffirmed, subject to the amendments, consents and waivers set forth herein. The execution of
this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders
or constitute a waiver of any provision of any of the Financing Documents (except as expressly set
forth herein) or serve to effect a novation of the Obligations.



[remainder of page intentionally left blank;

signature pages follow]




IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth
above.




BORROWERS:




COMSYS SERVICES LLC, a Delaware limited liability
company, as the Funds Administrator and as a Borrower



	 	 	 
	By:

Name:

	 	     

David L. Kerr







Title: Senior Vice President – Corporate Development




COMSYS INFORMATION TECHNOLOGY SERVICES, INC., a
Delaware corporation, as a Borrower



	 	 	 
	By:

Name:

	 	     

David L. Kerr







Title: Senior Vice President – Corporate Development




PURE SOLUTIONS, INC., a Delaware corporation, as a
Borrower



	 	 	 
	By:

Name:

	 	     

David L. Kerr







Title: Senior Vice President – Corporate Development




PRAEOS TECHNOLOGIES, LLC, a Delaware limited liability
company



	 	 	 
	By:

Name:

	 	     

David L. Kerr







Title: Senior Vice President – Corporate Development



1



IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.




BORROWERS (CONT.):




PLUM RHINO CONSULTING, LLC, a Delaware limited
liability company



	 	 	 
	By:

Name:

	 	     

David L. Kerr







Title: Senior Vice President – Corporate Development




TAPFIN LLC, a Delaware limited liability company,
formerly known as TWC Group Consulting, LLC



	 	 	 
	By:	 	______________________________
	Name:

	 	David L. Kerr







Title: Senior Vice President – Corporate Development




ASET INTERNATIONAL SERVICES CORPORATION, a Virginia
corporation



	 	 	 
	By:

Name:

	 	     

David L. Kerr







Title: Senior Vice President – Corporate Development



IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth
above.




OTHER CREDIT PARTIES:




COMSYS IT PARTNERS, INC., a Delaware corporation



	 	 	 
	By:

Name:

	 	     

David L. Kerr







Title: Senior Vice President – Corporate Development




PFI LLC, a Delaware limited liability company



	 	 	 
	By:

Name:

	 	     

David L. Kerr







Title: Senior Vice President – Corporate Development




COMSYS IT CANADA, INC., a North Carolina corporation



	 	 	 
	By:

Name:

	 	     

David L. Kerr







Title: Senior Vice President – Corporate Development




ECONOMETRIX, LLC, a Delaware limited liability company



	 	 	 
	By:

Name:

	 	     

David L. Kerr







Title: Senior Vice President – Corporate Development



IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth
above.




AGENT AND LENDER:




GE BUSINESS FINANCIAL SERVICES INC. (formerly known
as Merrill Lynch Business Financial Services Inc.),
as Agent and a Lender



	 	 	 
	By:

Name:

	 	     

     






Title: Its Duly Authorized SignatoryIN WITNESS WHEREOF, the parties have executed this
Amendment as of the date set forth above.




LENDERS:




GMAC COMMERCIAL FINANCE LLC, as Syndication Agent and
as a Lender



	 	 	 
	By:

Name:

Title:

	 	     

Thomas Brent

Director







ING CAPITAL LLC, as Co-Documentation Agent and as a
Lender



	 	 	 
	By:

Name:

Title:

	 	     

Daryn K. Venéy

Vice President







ALLIED IRISH BANKS PLC, as Co-Documentation Agent and
as a Lender



	 	 	 
	By:

Name:

Title:

	 	     

     

     
	By:

Name:

Title:

	 	     

     

     







CAPITAL ONE LEVERAGE FINANCE CORP., formerly known as
North Fork Business Capital Corporation, as a Lender



	 	 	 
	By:

Name:

Title:

	 	     

     

     






IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.




LENDERS (CONT.):




AIB DEBT MANAGEMENT, LIMITED, as a Lender



	 	 	 
	By:

Name:

Title:

	 	     

     

     
	By:

Name:

Title:

	 	     

     

     







BMO CAPITAL MARKETS FINANCING, INC., as a Lender



	 	 	 
	By:

Name:

Title:

	 	     

     

     






2




EXHIBIT A




Annex A




Commitment Annex




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lender

	 	Revolving Loan

Commitment Amount
	 	Revolving Loan

Commitment

Percentage
	 	Term Loan

Commitment Amount
	 	Term Loan

Commitment

Percentage
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GE Business Financial Services Inc.

	 	$	32,931,250.00	 	 	 	29.9375000	%	 	$	0.00	 	 	N/A
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GMAC Commercial Finance LLC

	 	$	27,387,500.00	 	 	 	24.8977273	%	 	$	0.00	 	 	N/A
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ING Capital LLC

	 	$	15,881,250.00	 	 	 	14.4375000	%	 	$	0.00	 	 	N/A
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capital One Leverage Finance Corp.

	 	$	10,000,000.00	 	 	 	9.0909091	%	 	$	0.00	 	 	N/A
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Allied Irish Banks plc

	 	$	0.00	 	 	 	N/A	 	 	$	0.00	 	 	N/A
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BMO Capital Markets Financing, Inc.

	 	$	23,800,000.00	 	 	 	21.6363636	%	 	$	0.00	 	 	N/A
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTALS

	 	$	110,000,000.00	 	 	 	100	%	 	$	0.00	 	 	N/A
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 







3