exv10w1






Exhibit 10.1



EXECUTION
VERSION




EIGHTH AMENDMENT TO CREDIT AGREEMENT




     THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 13,
2008 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”), TWC GROUP
CONSULTING, LLC, a Delaware limited liability company (“TWC Acquisition Sub”; COMSYS Services,
COMSYS IT, Pure Solutions, Plum Rhino, Praeos 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 date hereof, 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) Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by substituting
the following definition of the term set forth below in lieu of the current version of such
definition contained in Section 1.1 of the Credit Agreement:




“LC Issuer” means one or more banks, trust companies or other Persons in each case expressly
identified by Agent from time to time, and agreed upon by the Funds Administrator, as an LC
Issuer for purposes of issuing one or more Letters of Credit hereunder. Without limitation
of Agent’s discretion to identify any Person as an LC Issuer, no Person shall be designated
as an LC Issuer unless such Person maintains reporting systems acceptable to Agent with
respect to letter of credit exposure and agrees to provide regular reporting to Agent
satisfactory to it with respect to such exposure.



     (b) Section 1.1. Section 1.1 of the Credit Agreement is hereby further amended by
adding thereto the following defined term and its definition in the correct alphabetical order:




“SPV” means any special purpose funding vehicle identified as such in a writing by any
Lender to the Agent that is an Approved Fund of such Lender.



     (c) Section 2.5(a). The preamble of Section 2.5(a) of the Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:




     “Letters of Credit. On the terms and subject to the conditions set forth
herein, the Revolving Loan Commitment may be used by the Borrowers, in addition to the
making of Revolving Loans hereunder, for the issuance, prior to the Termination Date, by (i)
Agent, of letters of credit, guarantees or other agreements or arrangements (each, a
“Support Agreement”) to induce an LC Issuer to issue or increase the amount of, or
extend the expiry date of, one or more Letters of Credit and (ii) a Lender, identified by
Agent, as an LC Issuer, of one or more Letters of Credit, so long as, in each case:”



     (d) Section 9.6. Section 9.6 of the Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:



     “Section 9.6. Application of Proceeds.




     Notwithstanding anything to the contrary contained in this Agreement, upon the
occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably
waives the right to direct the application of any and all payments at any time or times
thereafter received by Agent from or on behalf of the Borrowers or any guarantor of all or
any part of the Obligations, and, as between the Borrowers on the one hand and Agent and
Lenders on the other, Agent shall have the continuing and exclusive right to apply and to
reapply any and all payments received against the Obligations in such manner as Agent may
deem advisable notwithstanding any previous application by Agent and (b) the proceeds of any
sale of, or other realization upon, all or any part of the Collateral shall be applied:
first, to all fees, costs, indemnities, liabilities, obligations and expenses
incurred by or owing to Agent (in its capacity as the Agent) with respect to this Agreement,
the other Financing Documents or the Collateral; second, to all fees, costs,
indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with
respect to this Agreement, the other Financing Documents or the Collateral; third,
to



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accrued and unpaid interest on the Obligations (other than interest owing to any
Eligible Swap Counterparty in respect of any Swap Contracts) (including any interest which
but for the provisions of the Bankruptcy Code, would have accrued on such amounts);
fourth, to the principal amount of the Obligations outstanding (other than
obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts) and to
provide cash collateral to secure any and all Letter of Credit Liabilities and future
payment of related fees, as provided for in Section 2.5(e); fifth, to any other
indebtedness or obligations of the Borrowers owing to Agent or any Lender under the
Financing Documents (other than obligations owing to any Eligible Swap Counterparty in
respect of any Swap Contracts) and sixth, to the obligations owing to any Eligible
Swap Counterparty in respect of any Swap Contracts. Any balance remaining shall be
delivered, to the extent applicable, to the Borrowers or to whomever may be lawfully
entitled to receive such balance or as a court of competent jurisdiction may direct.”



     (e) Section 11.6. Section 11.6 of the Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:



     “Section 11.6 Indemnification.




     Each Lender shall, in accordance with its Pro Rata Share, indemnify Agent (to the
extent not reimbursed by the Credit Parties) against any cost, expense (including counsel
fees and disbursements), claim, demand, action, loss or liability (except such as result
from Agent’s gross negligence or willful misconduct as determined by a court of competent
jurisdiction) that Agent may suffer or incur in connection with the Financing Documents or
any action taken or omitted by Agent hereunder or thereunder. If any indemnity furnished to
Agent for any purpose shall, in the opinion of Agent, be insufficient or become impaired,
Agent may call for additional indemnity and cease, or not commence, to do the acts
indemnified against even if so directed by Required Lenders until such additional indemnity
is furnished. Without limiting the generality of the foregoing, if the United States
Internal Revenue Service, any other governmental authority of the United States or other
jurisdiction or any other Person asserts a claim that Agent did not properly withhold tax
from amounts paid to or for the account of any Lender or any SPV holding a Loan pursuant to
Section 12.6(c) (because the appropriate form was not delivered, was not properly executed,
or because such Lender failed to notify the Agent of a change in circumstances which
rendered the exemption from, or reduction of, withholding tax ineffective, or for any other
reason) such Lender and such SPV shall indemnify Agent fully for all amounts paid, directly
or indirectly, by Agent as tax or otherwise, including penalties and interest, and including
any taxes imposed by any jurisdiction on the amounts payable to Agent under this Section
11.6, together with all related costs and expenses (including attorney fees). The
obligations of Lenders and the SPVs under this Section 11.6 shall survive the payment in
full of the Obligations and the termination of this Agreement.”



     (f) Section 12.6(a)(iii). Section 12.6(a)(iii) of the Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:




“(iii) Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at
its offices located in Chicago, Illinois a copy of each Assignment Agreement delivered



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to it and a register for the recordation of the names and addresses of each Lender, and the
commitments of, and principal amount of the Loans owing to, such Lender pursuant to the
terms hereof (the “Register”). The entries in the Register shall be conclusive, and the
Borrowers, Agent and Lenders may treat each Person whose name is recorded therein pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by
the Borrowers and any Lender, at any reasonable time upon reasonable prior notice to Agent.
In connection with any assignment permitted pursuant to Section 12.6(c) of this Agreement
that is not recorded in the Register, the assigning Lender, acting solely for this purpose
as an agent of the Borrowers, shall maintain at its address set forth on its signature page
to this Agreement, a copy of each assignment made by it or delivered to it and a register
(the “Sub-Register”) for the recordation of the assignments made by it. The entries in the
Sub-Register shall be conclusive. Any assignment of any commitment and/or Loan, whether or
not evidenced by a Note, shall be effective hereunder only upon appropriate entries with
respect thereto being made in the Register or Sub-Register. The Sub-Register shall be
available for inspection by the United States Internal Revenue Service, the Borrowers and
the Agent at any reasonable time upon reasonable prior notice to the Lender maintaining such
Sub-Register.”



     (g) Section 12.6. Section 12.6 of the Credit Agreement is hereby further amended by
adding new clause (c) thereto immediately following clause (b) thereof as follows:



     “(c) Special Purpose Vehicles.




     In addition to the other rights provided in this Section 12.6, each Lender may, without
notice to or consent of the Agent, grant to an SPV the option to make all or any part of any
Loan that such Lender would otherwise be required to make hereunder and, upon the exercise
of such option, assign such Loan to an SPV (and the exercise of such option by such SPV and
the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make
such Loans hereunder); provided, however, that, (i) such Lender shall have provided to Agent
the name of each SPV to which such Lender (x) has assigned any Loans or commitments, (y)
intends to assign any Loans or commitments in the future, or (z) has granted, or intends to
grant in the future, any option, and any other information with respect to such SPV as Agent
may reasonably request, and (ii) whether as a result of any term of any Financing Document
or of such assignment or grant, (A) no such SPV shall have a commitment, or be deemed to
have made an offer to commit, to make Loans hereunder, and, except as provided in the
applicable option agreement, none shall be liable for any obligation of such Lender
hereunder, (B) such granting or assigning Lender’s rights and obligations, and the rights
and obligations of the Credit Parties, Agent and the other Lenders towards such Lender,
under any Financing Document shall remain unchanged and each other party hereto shall
continue to deal solely with such Lender, which shall remain the holder of the Obligations
in the Register referred to in Section 12.6(a)(iii), except that each such SPV may receive
interest payments that would otherwise be made to such Lender with respect to Loans funded
by such SPV only after the SPV has provided a copy of an Assignment Agreement (the “SPV
Assignment Agreement”) to the Agent and such Lender evidencing an assignment by such
Lender to the SPV as and when permitted by the terms of the financing agreements between
such Lender and the SPV and (C) until the Agent receives the SPV



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Assignment Agreement, the consent of such SPV shall not be required (either directly, as a
restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments,
waivers or consents with respect to any Financing Document or to exercise or refrain from
exercising any powers or rights such Lender may have under or in respect of the Financing
Documents (including the right to enforce or direct enforcement of the Obligations) and (iv)
after the Agent receives the SPV Assignment Agreement, the Agent shall record such SPV
Assignment Agreement in the Register in accordance with Section 12.6(a)(iii) above and shall
otherwise comply with the provisions of Section 12.6(a) and the SPV shall be a Lender to the
extent of its outstanding Loans. No party hereto shall institute (and each Borrower and
Holdings shall cause each other Credit Party not to institute) against any SPV assignee or
grantee of an option pursuant to this Section 12.6(c) any bankruptcy, reorganization,
insolvency, liquidation or similar proceeding, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper of such SPV; provided,
however, that each Lender having designated an SPV as such agrees to indemnify each
Indemnitee against any indemnified liability that may be incurred by, or asserted against,
such Indemnitee as a result of failing to institute such proceeding (including a failure to
get reimbursed by such SPV for any such indemnified liability). The agreement in the
preceding sentence shall survive the payment in full of the Obligations and the termination
of this Agreement.”



     (f) Section 12.8. Section 12.8 of the Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:



     “Section 12.8 Confidentiality.




     In handling any confidential information of any Credit Party, Agent and each Lender
shall exercise the same degree of care that it exercises with respect to its own proprietary
information of the same types to maintain the confidentiality of any non-public information
thereby received or received pursuant to this Agreement, except that disclosure of such
information may be made (i) subject to a confidentiality obligation similar to the one set
forth in this Section 12.8, to their respective agents, employees, Subsidiaries, Affiliates,
attorneys, auditors, professional consultants, rating agencies, insurance industry
associations and portfolio management services, (ii) to prospective transferees, SPVs or
purchasers of any interest in the Loans, provided that they have agreed to be bound by the
provisions of this Section 12.8, (iii) as required by Law, subpoena, judicial order or
similar order and in connection with any litigation and (iv) as may be required in
connection with the examination, audit or similar investigation of such Person.
Confidential information shall include only such information identified as such at the time
provided to Agent and shall not include information that either: (i) is in the public
domain, or becomes part of the public domain after disclosure to such Person through no
fault of such Person, or (ii) is disclosed to such Person by a Person other than a Credit
Party, provided Agent does not have actual knowledge that such Person is prohibited from
disclosing such information. The obligations of Agent and Lenders under this Section 12.8
shall supersede and replace the obligations of Agent and Lenders under any confidentiality
agreement in respect of this financing executed and delivered by Agent or any Lender prior
to the date hereof.”



     (g) General Amendment and Waiver.



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     Anything to the contrary contained in the Credit Agreement or any other Financing Document
(including, without limitation, Section 6.1(d) of the Credit Agreement, the Fifth Amendment and the
Seventh Amendment) notwithstanding, the Agent and the Lenders hereby acknowledge and agree that (i)
solely with respect to TWC Acquisition Sub’s bank account no. 2079900561539 maintained at Wachovia
Bank National Association (the “TWC Account”), until the date which is ninety (90) days following
the date on which the final payment of the TWC Earnout is paid or required to be paid in full by
the Borrowers or the TWC Earnout is otherwise terminated, in either case in accordance with the
terms set forth in the TWC Purchase Agreement (the “TWC Account Grace Period”), the Borrowers shall
be permitted to continue to use the TWC Account in the manner described to the Agent prior to the
date hereof, provided, TWC Acquisition Sub shall have delivered a Deposit Account Control Agreement
that requires only springing dominion control over the TWC Account, in form and substance
reasonably satisfactory to the Agent, (ii) solely with respect to Pure Solution’s bank account no.
207990055750 maintained at Wachovia Bank National Association (the “PS Account”), until the date
which is ninety (90) days following the date on which the final payment of the PS Earnout is paid
or required to be paid in full by the Borrowers or the PS Earnout is otherwise terminated, in
either case in accordance with the terms set forth in the PS Purchase Agreement (the “PS Account
Grace Period”), the Borrowers shall be permitted to continue to use the PS Account in the manner
described to the Agent prior to the date hereof, provided, Pure Solutions shall have delivered a
Deposit Account Control Agreement that requires only springing dominion control over the PS
Account, in form and substance reasonably satisfactory to the Agent and (iii) solely with respect
to Plum Rhino’s bank account no. 6410708046 maintained at Regions Bank (the “Plum Rhino Account”;
the TWC Account, the PS Account and the Plum Rhino Account are referred to herein each individually
as a “Restricted Acquisition Account” and collectively as the “Restricted Acquisition Accounts”),
until the date which is ninety (90) days following the date on which the final payment of the Plum
Rhino Earnout is paid or required to be paid in full by the Borrowers or the Plum Rhino Earnout is
otherwise terminated, in either case in accordance with the terms set forth in the Plum Rhino
Purchase Agreement (the “Plum Rhino Account Grace Period”; the TWC Account Grace Period, the PS
Account Grace Period and the Plum Rhino Account Grace Period are referred to herein each
individually as an “Account Grace Period” and collectively as the “Account Grace Periods”), the
Borrowers shall be permitted to continue to use the Plum Rhino Account in the manner described to
the Agent prior to the date hereof, provided, Plum Rhino shall have delivered a Deposit Account
Control Agreement that requires only springing dominion control over the Plum Rhino Account, in
form and substance reasonably satisfactory to the Agent, and, in each case, any conflicting
provisions of the Financing Documents are hereby waived; provided, that (A) the aggregate amount of
cash and other amounts in the Restricted Acquisition Accounts shall at no time exceed $300,000, in
the aggregate, with respect to all Restricted Acquisition Accounts or $100,000 in any individual
Restricted Acquisition Account and (B) all cash and other amounts in excess of the limitations set
forth in clause (A) above that are not used to fund daily disbursements or payroll shall on each
Business Day be manually transferred to account no. 2000002917542 maintained at Wachovia Bank
National Association (the “Master Account”).



     Upon the expiration of each Account Grace Period, the Borrowers shall either (i) close the
applicable Restricted Acquisition Account, have all deposits from customers of Pure Solutions, Plum
Rhino and TWC Acquisition Sub, as applicable, instead be delivered directly to account no.
2000001211087 maintained at Wachovia Bank National Association (the “Lockbox



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Account”) and have all disbursements made on behalf of Pure Solutions, Plum Rhino or TWC
Acquisition Sub, as applicable, funded solely by the Master Account, (ii) convert such Restricted
Acquisition Account to a depository account, deliver a Deposit Account Control Agreement executed
by Wachovia Bank (which such agreements shall be in form and substance reasonably acceptable to the
Agent and shall provide that all cash maintained in such accounts shall automatically and without
further direction on each banking day be remitted solely to the Lockbox Account), not permit any
other disbursements from the applicable Restricted Acquisition Account and have all disbursements
made on behalf of Pure Solutions, Plum Rhino or TWC Acquisition Sub, as applicable, funded solely
out of the Master Account or (iii) have all deposits from customers of Pure Solutions, Plum Rhino
and TWC Acquisition Sub, as applicable, instead be delivered directly to the Lockbox Account and
convert such Restricted Acquisition Account to a disbursement account that shall be funded solely
with proceeds from the Master Account (and which shall not accept any other deposits) and deliver a
Deposit Account Control Agreement executed by Wachovia Bank or Regions Bank, as applicable (which
such agreements shall be in form and substance reasonably acceptable to the Agent and shall provide
Agent with only springing dominion control over the applicable accounts). For so long as any
Restricted Acquisition Account is open, the applicable Credit Party shall direct Wachovia Bank
National Association and Regions Bank, as the case may be, to deliver monthly account statements to
the Agent, which such statements shall be sent electronically, if available. At all times
following the termination of all Account Grace Periods, no cash shall be deposited into the Master
Account other than proceeds of Revolving Loans from the Agent. The foregoing and anything
contained in any Financing Document to the contrary notwithstanding, the Credit Parties shall not
be required to deliver any such Deposit Account Control Agreements in respect of payroll account
no. 6410708054 maintained at Regions Bank; provided, that, the Credit Parties shall not, and shall
not cause or permit any of their respective Subsidiaries to, deposit or maintain funds in such
account other than funds deposited therein in the ordinary course of business for purposes of
funding current payroll liabilities.



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




     (c) the execution and delivery of each document, agreement and instrument set forth on
Schedule A attached hereto; and




     (d) after giving effect to this Amendment, 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:




	 	i.	 	the representations and warranties of the Borrowers and the
other Credit Parties contained in the Financing Documents are true and correct
in all




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	 	 	 	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;
	 
	 	ii.	 	the execution, delivery and performance by such Credit Party of
this Amendment and all of the other Financing Documents to be delivered in
accordance with Section 3 of this Amendment (collectively, the “Eighth
Amendment Financing Documents”) 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;
	 
	 	iii.	 	this Amendment and the other Eighth Amendment Financing
Documents constitute the valid and binding obligations of the Credit Parties
that are parties hereto or thereto (as applicable), enforceable against such
Persons in accordance with their 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
	 
	 	iv.	 	after giving effect to this Amendment, 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.



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     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



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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]





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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





 Eighth Amendment to Credit Agreement

(COMSYS)





 









 






	 	 	 	 	 	 	 
	 	 	BORROWERS (CONT.):
	 
	 	 	 	 	 	 
	 	 	PLUM RHINO CONSULTING, LLC, a Delaware limited

liability company
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	David L. Kerr
	 	 	Title:	 	Senior Vice President – Corporate Development
	 
	 	 	 	 	 	 
	 	 	TWC GROUP CONSULTING, LLC, a Delaware limited liability

company
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name:	 	David L. Kerr
	 	 	Title:	 	Senior Vice President – Corporate Development






Eighth Amendment to Credit Agreement

(COMSYS)





 









 







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






Eighth Amendment to Credit Agreement

(COMSYS)





 









 







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 Signatory






Eighth Amendment to Credit Agreement

(COMSYS)





 









 







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



	 	 	 	 	 	 	 
	 	 	LENDERS:
	 
	 	 	 	 	 	 
	 	 	CF BLACKBURN LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	GMAC Commercial Finance LLC (Servicer), as

Syndication Agent and as a Lender






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Thomas Brent 	 
	 	 	Title:  	Director 	 
	 



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

Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Name:	 	Daryn K. Venéy
	 	 	Title:	 	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:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Eighth Amendment to Credit Agreement

(COMSYS)





 









 







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:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Eighth Amendment to Credit Agreement

(COMSYS)





 









 






SCHEDULE A

TO

EIGHT AMENDMENT TO CREDIT AGREEMENT

DATED AS OF MAY __, 2008




ADDITIONAL DOCUMENTS



1. Master Agreement for Documentary Letters of Credit



2. Master Agreement for Standby Letters of Credit



3. Deposit Account Control Agreement (with future notification) by and among Wachovia Bank National
Association, the Agent, Pure Solutions and TWC Acquisition Sub



4. Deposit Account Control Agreement (with future notification) by and among Regions Bank, the
Agent and Plum Rhino



Eighth Amendment to Credit Agreement

(COMSYS)