Exhibit 10.76


 


EXECUTION COPY


 


CONSENT AND SIXTH AMENDMENT TO
CREDIT AGREEMENT


 


This
CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Consent and Amendment”),
dated as of October 17, 2007, is by and among Spherion Corporation, as
borrower (the “Borrower”), each subsidiary of the Borrower party to the
Guaranty Agreement (as defined below), each of the Lenders (as defined below)
signatory hereto and Bank of America, N.A., as agent for the Lenders (in such
capacity, the “Agent”). Capitalized terms used herein and not otherwise
defined shall have the meaning assigned such terms in the Credit Agreement (as
defined below).


 


RECITALS:


 


A.            The Borrower,
the lenders from time to time party thereto (the “Lenders”) and the
Agent are parties to that certain Credit Agreement, dated as of July 24,
2003, as amended pursuant to that certain First Amendment to Credit Agreement,
Security Agreement, Pledge Agreement and Guaranty Agreement dated August 27,
2003, that certain Second Amendment to Credit Agreement dated as of March 30,
2004, that certain Third Amendment to Credit Agreement dated as of July 12,
2004, that certain Fourth Amendment to Credit Agreement dated as of July 29,
2005, and that certain Fifth Amendment to Credit Agreement dated as of September 6,
2005, as further amended by and together with this Consent and Sixth Amendment
and as hereinafter amended, modified, supplemented, extended or restated from
time to time (the “Credit Agreement”).


 


B.            The Guarantors
and the Agent are parties to that certain Guaranty Agreement, dated as of July 24,
2003 (as amended to the date hereof, the “Guaranty Agreement”).


 


C.            The Borrower
wishes to (i) acquire all of the outstanding equity interests of
Technisource, Inc. (the “Technisource Acquisition”) and (ii) to
enter into several other smaller acquisitions including (a) Bay State
Select, LLC, (b) H.C. Watson Corporation, (c) Interim Personnel of
W.N.Y., Inc., and (d) Interim Personnel of Jackson County, Inc.
(collectively, the “Other Acquisitions”).


 


D.            The Borrower
has requested, and the Lenders have agreed, subject to the terms and conditions
hereof, to consent to the Technisource Acquisition and the Other Acquisitions
and to amend the Credit Agreement in respect of such acquisitions as set forth
below:


 


NOW, THEREFORE,  in consideration
of the premises and the mutual covenants hereinafter contained, the parties
hereto agree as follows:


 


SECTION 1.01            Consents.


 


(a)           Consent to
Technisource Acquisition.  As
of the Effective Date (defined below), each of the undersigned, solely with
respect to the Technisource Acquisition, consents to the non-compliance with
clause (c) of the definition of “Permitted Acquisition” in Annex A to the


 

















 


Credit
Agreement and agrees that for the purposes of the Technisource Acquisition
only, clause (c) shall be deemed to read as follows: “(c) after giving
effect to such acquisition and payment of the purchase price therefor,
Availability (as reduced for any past due accounts payable) is equal to or
greater than $35,000,000.” The consent and agreement contained in this Section 1.01(a) is
conditioned upon the following: (i) the aggregate cash consideration for
the Technisource Acquisition shall not exceed $150,000,000 and (ii) the
Technisource Acquisition shall have been consummated in accordance with all of
the terms of the definition of “Permitted Acquisition” (other than clause (c) thereof)
and the other applicable provisions of the Credit Agreement,
including, but not limited to Section 7.20, by no later than December 31,
2007.


 


(b)           Consent to
Other Acquisitions.  As of
the Effective Date (defined below), each of the undersigned, solely with
respect to the Other Acquisitions, consents to the non-compliance with clause (c) of
the definition of “Permitted Acquisition” in Annex A to the Credit Agreement and
agrees that for the purposes of the Other Acquisitions only, clause (c) shall
be deemed to read as follows: “(c) after giving effect to such
acquisitions and payment of the purchase price therefor, Availability (as
reduced for any past due accounts payable) is equal to or greater than
$35,000,000.” The consent and agreement contained in this Section 1.01(b) is
conditioned upon the following: (i) the total aggregate cash consideration
for the Other Acquisitions shall not exceed $12,000,000 and (ii) each of
the Other Acquisitions shall have been consummated in accordance with all of
the terms of the definition of “Permitted Acquisition” (other than clause (c) thereof)
and the other applicable provisions of the Credit Agreement, including, but not
limited to Section 7.20, by no later than March 31, 2008.


 


(c)           Additional
Acquisitions.  Nothing contained herein shall be deemed to
limit the Borrower’s right to consummate the acquisition of the assets or a
line of business of a Person or the capital stock or other equity interests of
a Person to the extent that such acquisition constitutes a Permitted Acquisition pursuant to the
Credit Agreement.


 


SECTION 1.02             Amendments to
Credit Agreement.


 


(a)           Amendment of Section 7.20. Section 7.20
of the Credit Agreement is hereby deleted in its entirety and the following new
Section 7.20 is inserted in replacement thereof:


 


7.20         New Subsidiaries. The Borrower
shall not, directly or indirectly, organize, create, acquire or permit to exist
any Subsidiary other than (a) those Subsidiaries listed on
Schedule 6.5, (b) Immaterial Subsidiaries and (c) Subsidiaries
acquired in Permitted Acquisitions that become Credit Parties and with respect
to which the Borrower shall have delivered all opinions, Loan Documents and
other documents and agreements required under Section 8.1 to have
been delivered on the Closing Date with respect to comparable Credit
Parties.


 


(b)           Amendments to
Annex A to the Credit Agreement.


 


(i)            The definition of “Borrowing Base” set forth
in Annex A to the Credit Agreement is hereby deleted in its entirety and the
following new definition is inserted in replacement thereof:


 


2

















 


“Borrowing Base” means, at any time, an
amount equal to the sum of (a) eighty-five percent (85%) of the Net Amount
of Eligible Accounts; plus (b) the lesser of (i) seventy-five
percent (75%) of the Net Amount of Technisource Unbilled Accounts and (ii) $8,000,000;
minus (c) Reserves from time to time established by the Agent in
its reasonable credit judgment exercised in good faith and consistent with
accepted practices of the asset based lending industry; provided, however,
that, notwithstanding the foregoing, no Accounts of any Credit Party acquired
or arising after the Closing Date (whether through a Permitted Acquisition or
otherwise) shall be included in the calculation of the Borrowing Base until
completion of all field examinations, audits and other diligence with respect
to such Accounts as required by the Agent with results satisfactory to the
Agent; provided, further, that the Agent hereby confirms to the
Borrower that such field examinations, audits and other diligence with respect
to the Accounts of Technisource and Todays Staffing, Inc. have been
completed with results satisfactory to the Agent and that such Accounts may be
included in the calculation of the Borrowing Base in accordance with this
Agreement to the extent such Accounts constitute Eligible Accounts or
Technisource Unbilled Accounts.


 


(ii)           The following new
definitions are inserted in their proper alphabetical order in Annex A to the
Credit Agreement:


 


“Net Amount of Technisource Unbilled Accounts”
means, at any time, the gross amount of Technisource Unbilled Accounts less
sales, excise or similar taxes, and less returns, discounts, claims, credit
allowances, accrued rebates, offsets, deductions, counterclaims, disputes and
other defenses of any nature at any time issued, owning, granted, outstanding,
available or claimed. Notwithstanding the foregoing, on and after April 30,
2008, for purposes of calculation of the Borrowing Base, the Net Amount of
Technisource Unbilled Accounts shall be zero (0).


 


“Technisource” means Technisource, Inc.,
a Delaware corporation.


 


“Technisource Unbilled Accounts” means, at
any date of determination, Accounts that are unbilled and (a) that are
generated by Technisource; (b) arise from amounts charged on an hourly
basis and/or are due from State Farm Insurance and, in either case, are
supported by signed time cards or such other documentation as is reasonably
acceptable to the Agent; (c) can be confirmed by the Agent as billed
within thirty (30) days of creation of such Accounts; and (d) otherwise
constitute Eligible Accounts hereunder except for the fact that they are
unbilled.


 


3

















 


(c)           Amendment to Exhibit B
to the Credit Agreement. Exhibit B of the Credit Agreement is
hereby deleted in its entirety and shall be replaced by a new “Exhibit B”
as set forth on Annex 1 attached hereto.


 


(d)           Amendment to Disclosure
Schedules. Schedules 6.3, 6.7, 6.12, 6.13 and 6.14 to the
Credit Agreement are hereby updated and replaced by the corresponding Schedules
attached as Annex 2 hereto.


 


SECTION 1.03     Representations and
Warranties. The Borrower hereby represents and warrants to
each Lender and the Agent, on the Effective Date (as hereinafter defined), as
follows:


 


(a)           After giving
effect to this Consent and Amendment, the representations and warranties set
forth in Article 6 of the Credit Agreement, in each other Loan Document
and in the Canadian Facility Guaranty, are true and correct in all material
respects on and as of the date hereof and on and as of the Effective Date with
the same effect as if made on and as of the date hereof or the Effective Date,
as the case may be, except to the extent such representations and warranties
expressly relate solely to an early date.


 


(b)           Each of the
Borrower and the other Credit Parties is in compliance with all terms and
conditions of the Credit Agreement the other Loan Documents and the Canadian
Facility Guaranty on its part to be observed and performed and no Default or
Event of Default has occurred and is continuing.


 


(c)           The execution,
delivery and performance by the Borrower and each other Credit Party of this
Consent and Amendment has been duly authorized by the Borrower and each other
Credit Party, as applicable and there is no action pending or any judgment,
order or decree in effect which is likely to restrain, prevent or impose
materially adverse conditions upon the performance by the Borrower or any other
Credit Party of its obligations under the Credit Agreement, the other Loan
Documents or the Canadian Facility Guaranty.


 


(d)           This Consent
and Amendment constitutes the legal, valid and binding obligation of each Credit
Party, enforceable against each such Credit Party in accordance with its terms,
except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting the enforcement of creditors’ rights or by the effect of general
equitable principles.


 


(e)           The execution,
delivery and performance by the Borrower and each other Credit Party of this
Consent and Amendment do not and will not conflict with, or constitute a
violation or breach of, or result in the imposition of any Lien upon the
property of each Credit Party or any of its Subsidiaries, by reason of the
terms of (i) any contract, mortgage, lease, agreement, indenture, or
instrument to which the Borrower is a party or which is binding upon it, (ii) any
Requirement of Law applicable to any Credit Party or any of its Subsidiaries,
or (iii) the certificate or articles of incorporation or by-laws or the
limited liability company or limited partnership agreement of any Credit Party
or any of its Subsidiaries.


 


4

















 


SECTION 1.04              Effectiveness. The consents
contained in Section 1.01 and the amendments contained in Section 1.02
shall become effective only upon satisfaction of the following conditions
precedent (the first date upon which each such condition has been satisfied
being herein called the “Effective Date”):


 


(a)           The Agent shall
have received duly executed counterparts of this Consent and Amendment which,
when taken together, bear the authorized signatures of the Borrower, the
Guarantors, the Agent and each of the Lenders.


 


(b)           The Agent shall
have received certified copies of resolutions or other action, incumbency
certificates and/or other certificates of duly authorized officers of the
Borrower as the Agent may reasonably require evidencing the identity, authority
and capacity of each duly authorized officer authorized to act on behalf of the
Borrower in connection with this Consent and Amendment;


 


(c)          The Agent and
the Lenders shall be satisfied that the representations and warranties set
forth in Section 1.03 of this Consent and Amendment are true and
correct on and as of the Effective Date and that no Default or Event of Default
has occurred and is continuing on and as of the Effective Date.


 


(d)         The Agent shall
have received all fees and expenses to be paid by the Borrower pursuant to Section 1.05
of this Consent and Amendment.


 


(e)          The Agent shall
have received such other documents, legal opinions, instruments and
certificates relating to this Consent and Amendment as it shall reasonably
request and such other documents, legal opinions, instruments and certificates
that shall be reasonably satisfactory in form and substance to the Agent and
the Lenders. All corporate proceedings taken or to be taken in connection with
this Consent and Amendment and documents incidental thereto whether or not
referred to herein shall be reasonably satisfactory in form and substance to
the Agent and the Lenders.


 


The
Agent agrees that it shall, promptly following any written request of the
Borrower, confirm to the Borrower in writing in reasonable detail which, if
any, of the preceding conditions precedent (other than the conditions contained
in clause (c) above) have not been satisfied, or, alternatively, confirm
to the Borrower in writing that such conditions precedent have been satisfied.


 


SECTION 1.05             Fees and Expenses.


 


(a)           The Borrower
shall pay to the Agent by wire transfer of immediately available funds for the
ratable benefit of each Lender, a non-refundable fee equal to 0.10% of the
Total Facility, which fee shall be deemed fully earned on the Effective Date.


 


(b)           The Borrower
shall pay all reasonable out-of-pocket expenses incurred by Agent in connection
with the preparation, negotiation, execution and delivery of this Consent and
Amendment, including, but not limited to, the reasonable fees and disbursements
of counsel to the Agent.


 


5

















 


SECTION 1.06              Cross-References. References in
this Consent and Amendment to any Section are, unless otherwise specified,
to such Section of this Consent and Amendment.


 


SECTION 1.07              Instrument
Pursuant to Credit Agreement. This Consent and Amendment
is a Loan Document executed pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in
accordance with the terms and provisions of the Credit Agreement.


 


SECTION 1.08              Further Acts. Each of the
parties to this Consent and Amendment agrees that at any time and from time to
time upon the written request of any other party, it will execute and deliver
such further documents and do such further acts and things as such other party
may reasonably request in order to effect the purposes of this Consent and Amendment.


 


SECTION 1.09              Governing Law;
Submission to Jurisdiction; Waiver of Jury Trial.


 


(a)           THIS CONSENT
AND AMENDMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE
PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.


 


(b)           ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS CONSENT AND AMENDMENT OR ANY OTHER
LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF
THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND
DELIVERY OF THIS CONSENT AND AMENDMENT, EACH OF THE BORROWER, EACH OTHER CREDIT
PARTY, THE AGENT AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE
BORROWER, EACH OTHER CREDIT PARTY, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS CONSENT AND AMENDMENT OR ANY
DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING: (1) THE AGENT AND
THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE
BORROWER OR ANY OTHER CREDIT PARTY OR THEIR RESPECTIVE PROPERTY IN THE COURTS
OF ANY OTHER JURISDICTION THE AGENT OR THE LENDERS DEEM NECESSARY OR
APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE
OBLIGATIONS AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY
APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE
TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.


 


(c)           THE BORROWER
AND EACH OTHER CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT


 


6

















 


ALL
SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT
REQUESTED) DIRECTED TO THE BORROWER AT ITS ADDRESS SET FORTH IN SECTION 13.8
OF THE CREDIT AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN
THE U.S. MAILS POSTAGE PREPAID. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY
LAW.


 


(d)           THE BORROWER, EACH
OTHER CREDIT PARTY, THE LENDERS AND THE AGENT EACH IRREVOCABLY
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS CONSENT AND AMENDMENT,
THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR
ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWER, EACH OTHER
CREDIT PARTY, THE LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE
OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM
OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY
OR ENFORCEABILITY OF THIS CONSENT AND AMENDMENT OR THE OTHER LOAN DOCUMENTS OR
ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.


 


SECTION 1.10              Counterparts.  This Consent and Amendment may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument. Delivery of an executed counterpart of a signature page of
this Consent and Amendment by telecopy or other electronic means shall be
effective as delivery of a manually executed counterpart of this Consent and
Amendment.


 


SECTION 1.11              Severability.  In case any provision in or obligation under
this Consent and Amendment or the other Loan Documents 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.


 


SECTION 1.12              Benefit of Agreement.  This Consent and Amendment shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided that
the Borrower may not assign or transfer any of its interest
hereunder without the prior written consent of the Lenders.


 


7

















 


SECTION 1.13              Integration.  This Consent and Amendment represents the agreement
of the Borrower, the Guarantors, the Agent and each of the Lenders signatory
hereto with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties relative to the subject matter
hereof not expressly set forth or referred to herein or in the other Loan
Documents.


 


SECTION 1.14              Confirmation.  Except as expressly amended by the terms hereof,
all of the terms of the Credit Agreement and the other Loan Documents shall
continue in full force and effect and are hereby ratified and confirmed in all
respects. Each Guarantor ratifies and confirms the Facility Guaranty as in full
force and effect after giving effect to this Consent and Amendment.


 


SECTION 1.15              Loan Documents.  Except as expressly set forth herein, the consents
and amendments provided herein shall not by implication or otherwise limit,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders or the Agent under the Credit
Agreement or any other Loan Document, nor shall they constitute a waiver of any
Event of Default, nor shall they alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document. Each of the consents and
amendments provided herein shall apply and be effective only with respect to
the provisions of the Credit Agreement specifically referred to by such
consents and amendments. Except as expressly amended herein, the Credit
Agreement and the other Loan Documents shall continue in full force and effect
in accordance with the provisions thereof. As used in the Credit Agreement, the
terms “Agreement”, “herein”, “hereinafter” “hereunder”, “hereto” and words of
similar import shall mean, from and after the date hereof, the Credit
Agreement.


 


(Signature Pages Follow)


 


8














 


IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Consent and Amendment to be duly executed and delivered as of the date
first above written.


 


	
   

  	
  BORROWER AND GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ A. Patrick Beharelle

  
	
   

  	
  Name:
  A. Patrick Beharelle

  
	
   

  	
  Title:
  Senior Vice President - Operations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION ASSESSMENT INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ A. Patrick Beharelle

  
	
   

  	
  Name:
  A. Patrick Beharelle

  
	
   

  	
  Title:
  Senior Vice President - Operations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION ATLANTIC ENTERPRISES LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ A. Patrick Beharelle

  
	
   

  	
  Name:
  A. Patrick Beharelle

  
	
   

  	
  Title:
  Senior Vice President - Operations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION ATLANTIC RESOURCES LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ A. Patrick Beharelle

  
	
   

  	
  Name:
  A. Patrick Beharelle

  
	
   

  	
  Title:
  Senior Vice President - Operations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION (EUROPE) INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ A. Patrick Beharelle

  
	
   

  	
  Name:
  A. Patrick Beharelle

  
	
   

  	
  Title:
  Senior Vice President - Operations

  
	
   

  	
   

  



 


[Signature Page to Consent and Sixth Amendment]


 


S-9

















 


	
   

  	
  SPHERION FINANCIAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ A. Patrick Beharelle

  
	
   

  	
  Name:   A.
  Patrick Beharelle

  
	
   

  	
  Title:
  Senior Vice President - Operations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPHERION U.S.  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ A. Patrick Beharelle

  
	
   

  	
  Name:
    A. Patrick Beharelle

  
	
   

  	
  Title:
  Senior Vice President - Operations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORCROSS
  TELESERVICES L.P.

  
	
   

  	
  By:
  Norcross Holdings, LLC its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ A. Patrick Beharelle

  
	
   

  	
  Name:
    A. Patrick Beharelle

  
	
   

  	
  Title:
  Senior Vice President - Operations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORRELL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ A. Patrick Beharelle

  
	
   

  	
  Name:   A.
  Patrick Beharelle

  
	
   

  	
  Title:
  Senior Vice President - Operations

  
					



 


 


[Signature Page to Consent and Sixth
Amendment]


 


S-10

















 


	
   

  	
  AGENT AND COLLATERAL AGENT:  

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A., as
  the Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  y. McGehee

  
	
   

  	
  Name:

  	
  STEPHEN
  Y. McGEHEE

  
	
   

  	
  Title:

  	
  SENIOR
  VICE PRESIDENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A., as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  y. McGehee

  
	
   

  	
  Name:

  	
  STEPHEN
  Y. McGEHEE

  
	
   

  	
  Title:

  	
  SENIOR
  VICE PRESIDENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.

  
	
   

  	
  (formerly
  known as JPMORGAN

  CHASE BANK)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Devin
  Mock

  
	
   

  	
  Name:

  	
  J.
  Devin Mock

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  CIT GROUP/ BUSINESS CREDIT,

  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark
  J Long

  
	
   

  	
  Name:
  

  	
  Mark
  J Long

  
	
   

  	
  Title:
  

  	
  VP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC
  BUSINESS CREDIT (USA) INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jimmy
  Schwartz

  
	
   

  	
  Name:

  	
  Jimmy
  Schwartz

  
	
   

  	
  Title:

  	
  Vice
  President

  
								



 


 


[Signature Page to Consent and Sixth Amendment]


 


S-4

















 


	
   

  	
  WELLS
  FARGO FOOTHILL, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Krista Wade

  
	
   

  	
  Name:

  	
  Krista Wade

  
	
   

  	
  Title:

  	
  Assistant Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIZENS
  BANK OF

  MASSACHUSSETTS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd
  Pacifico

  
	
   

  	
  Name:

  	
  TODD PACIFICO

  
	
   

  	
  Title:

  	
  VICE
  PRESIDENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC
  BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jerold
  Slutsky

  
	
   

  	
  Name:

  	
   JEROLD SLUTSKY

  
	
   

  	
  Title:

  	
    Vice-President

  
									



 


 


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