EXHIBIT 1(c) AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 30, 2004Registration Rights Agreement • November 3rd, 2004 • Comsys It Partners Inc • Services-help supply services • Delaware
Exhibit 11 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 11, 2003Credit Agreement • April 16th, 2003 • Personnel Group of America Inc • Services-help supply services • North Carolina
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 29th, 1997 • Personnel Group of America Inc • Services-help supply services • New York
and FIRST UNION NATIONAL BANK, as Trustee INDENTUREIndenture • July 23rd, 1997 • Personnel Group of America Inc • Services-help supply services • New York
Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 (the "AMENDMENT") to the Agreement and Plan of Merger dated as of July 19, 2004 (the "Agreement"), is made as of September 3, 2004, by and among COMSYS Holding, Inc., a...Voting Agreement • September 10th, 2004 • Venturi Partners Inc • Services-help supply services • Delaware
1 EXHIBIT 10.17 AMENDMENT NO. 3 TO CREDIT AGREEMENT THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment No. 3"), dated as of April 14, 1997, is entered into by and among PERSONNEL GROUP OF AMERICA, INC. (the "Borrower"), CERTAIN SUBSIDIARIES OF...Credit Agreement • May 14th, 1997 • Personnel Group of America Inc • Services-help supply services • North Carolina
JOINT FILING AGREEMENT Dated as of October 29, 2004Joint Filing Agreement • November 3rd, 2004 • Comsys It Partners Inc • Services-help supply services
SECOND AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT This Second Amendment to Amended and Restated Rights Agreement, dated as of July 19, 2004 (the "AMENDMENT"), is between Venturi Partners, Inc., a Delaware corporation (the "COMPANY"), and...Rights Agreement • July 21st, 2004 • Venturi Partners Inc • Services-help supply services • Delaware
AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 12th, 2002 • Personnel Group of America Inc • Services-help supply services • North Carolina
EXHIBIT 99.15 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 14, 2003Credit Agreement • April 25th, 2003 • Personnel Group of America Inc • Services-help supply services • North Carolina
EXHIBIT 99.4 REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 14, 2003Registration Rights Agreement • April 25th, 2003 • Personnel Group of America Inc • Services-help supply services • New York
EXHIBIT 99.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 14th day of April, 2003, by and between James C. Hunt ("Executive") and Personnel Group of America, Inc. (the "Company"). W I T N E S S E T H: WHEREAS,...Employment Agreement • April 25th, 2003 • Personnel Group of America Inc • Services-help supply services • North Carolina
EXHIBIT 99.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 14th day of April, 2003, by and between Larry L. Enterline ("Executive") and Personnel Group of America, Inc. (the "Company"). W I T N E S S E T H:...Employment Agreement • April 25th, 2003 • Personnel Group of America Inc • Services-help supply services • North Carolina
WITNESSETH:Employment Agreement • April 25th, 2003 • Personnel Group of America Inc • Services-help supply services • North Carolina
PFI CORP. (AS "SELLER") AND COMPASS CS INC. (AS "BUYER")Stock Purchase Agreement • July 21st, 2004 • Venturi Partners Inc • Services-help supply services • New York
PART I DEFINITIONSCredit Agreement • April 9th, 1998 • Personnel Group of America Inc • Services-help supply services
Exhibit 4.1 FIRST AMENDMENT TO RIGHTS AGREEMENT This FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of December 13, 2001 (this "Amendment") to the Rights Agreement, dated as of February 6, 1996 (the "Rights Agreement"), between Personnel Group of...Rights Agreement • December 31st, 2001 • Personnel Group of America Inc • Services-help supply services • Delaware
EXHIBIT 99.13 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 14th day of April, 2003, by and between Kenneth R. Bramlett, Jr. ("Executive") and Personnel Group of America, Inc. (the "Company"). W I T N E S S E T H:...Employment Agreement • April 25th, 2003 • Personnel Group of America Inc • Services-help supply services • North Carolina
TABLE OF CONTENTSRights Agreement • April 16th, 2003 • Personnel Group of America Inc • Services-help supply services • Delaware
7,000,000 Shares PERSONNEL GROUP OF AMERICA, INC. Common Stock UNDERWRITING AGREEMENTPersonnel Group of America Inc • April 20th, 1998 • Services-help supply services • New York
BY AND AMONGVoting Agreement • October 4th, 2004 • Comsys It Partners Inc • Services-help supply services • Delaware
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 30th, 2001 • Personnel Group of America Inc • Services-help supply services • North Carolina
AMONGAgreement and Plan of Merger • July 21st, 2004 • Venturi Partners Inc • Services-help supply services • Delaware
EXHIBIT 4.3 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE...Personnel Group of America Inc • July 23rd, 1997 • Services-help supply services
AMONGCredit Agreement • October 6th, 2004 • Comsys It Partners Inc • Services-help supply services • Illinois
EXHIBIT 1 INTERCREDITOR AGREEMENT AGREEMENT ("Agreement"), dated as of June 5, 2001, by and among Links Partners, LP, a Bahamian exempted limited partnership ("Links"), Inland Partners, LP, a Bahamian exempted limited partnership ("Inland"), CSFB...Intercreditor Agreement • April 5th, 2002 • Personnel Group of America Inc • Services-help supply services • New York
EXHIBIT 10.11Employment Agreement • April 1st, 2002 • Personnel Group of America Inc • Services-help supply services • North Carolina
AGREEMENTRetirement Agreement • May 17th, 2000 • Personnel Group of America Inc • Services-help supply services
ARTICLE II REPRESENTATIONS AND WARRANTIESVoting Agreement • October 4th, 2004 • Comsys It Partners Inc • Services-help supply services • Delaware
1 EXHIBIT 10.12 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into this 1st day of October 1996, by and between Personnel Group of America, Inc., a Delaware corporation (the "Company"), and Peter Sollenne ("Executive"). W I T N E S S E T H:...Employment Agreement • February 28th, 1997 • Personnel Group of America Inc • Services-help supply services • North Carolina
PFI CORP.,Restructuring Agreement • March 17th, 2003 • Personnel Group of America Inc • Services-help supply services • New York
EXHIBIT 10.19Credit Agreement and Waiver • April 15th, 2003 • Personnel Group of America Inc • Services-help supply services • North Carolina
EXHIBIT 99.16 THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS COMMON STOCK PURCHASE WARRANT HAS BEEN ACQUIRED...Common Stock Purchase • April 25th, 2003 • Personnel Group of America Inc • Services-help supply services • Delaware
AMONGRegistration Rights Agreement • July 29th, 2004 • Venturi Partners Inc • Services-help supply services • Delaware
MATLIN PATTERSON LLCJoint Filing Agreement • August 30th, 2002 • Personnel Group of America Inc • Services-help supply services
