EXHIBIT 4.2


TALX CORPORATION


AMENDMENT
AGREEMENT


DATED
AS OF MAY 15, 2007


TO


Re:          the Note Purchase Agreement dated as of
May 25, 2006















TABLE
OF CONTENTS


	
  Section

  	
   

  	
  Heading

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
   

  	
  Amendments

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.

  	
   

  	
  Conditions Precedent

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.

  	
   

  	
  Representations and
  Warranties

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.

  	
   

  	
  Miscellaneous

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule I   
  —     Name of Holders and Principal Amount of
  Notes

  	
   

  	
   

  



 



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AMENDMENT TO NOTE AGREEMENT


THIS
AMENDMENT dated as of May 15, 2007 (the or this “Amendment”) to the Note Agreement dated as of May 25,
2006 is between TALX CORPORATION,
a Missouri corporation, formerly known as Chipper Corporation, as successor by
merger to TALX Corporation, a Missouri corporation (in such capacity as
successor, the “Company”), and each of the
institutions which is a signatory to this Amendment (collectively, the “Noteholders”).


RECITALS:


A.                                   TALX
Corporation, the predecessor to the Company (the “Predecessor”),
and each of the Noteholders have heretofore entered into the Note Purchase
Agreement dated as of May 25, 2006 (the “Note
Agreement”).  The Predecessor
has heretofore issued the $75,000,000 7.34% Senior Guaranteed Notes Due
May 25, 2014 (the “Notes”) dated
May 25, 2006, pursuant to the Note Agreement.  Pursuant to that certain Assumption Agreement
dated as of May 15, 2007, the Company has assumed the obligations of the
Predecessor under the Note Agreement and the Notes.  The Noteholders are the holders of all of the
outstanding principal amount of the Notes.


B.                                     The
Company and the Noteholders now desire to amend the Note Agreement as of May
15, 2007 (the “Effective Date”) in the
respects, but only in the respects, hereinafter set forth.


C.                                     Capitalized
terms used herein shall have the respective meanings ascribed thereto in the
Note Agreement unless herein defined or the context shall otherwise require.


D.                                    All
requirements of law have been fully complied with and all other acts and things
necessary to make this Amendment a valid, legal and binding instrument
according to its terms for the purposes herein expressed have been done or
performed.


NOW, THEREFORE, upon the full and
complete satisfaction of the conditions precedent to the effectiveness of this
Amendment set forth in Section 2 hereof, and in consideration of good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Company and the Noteholders do hereby agree as follows:


Section 1.                                Amendments.


Section 1.1.                                          The
lead-in to Section 7 and Sections 7.1 and 7.3 of the Note Agreement
are hereby amended by replacing all references to “Company,” set forth therein
with “Parent” except that the reference in Section 7.1(d) to “Company” is
hereby amended to read “Parent or the Company.” 
Notwithstanding anything to the contrary in Section 7.3 of the Note
Agreement or elsewhere in any of the Financing Agreements, no holder of Notes
or representative thereof shall at any time have any right to inspect or make
or receive copies of any customer data files or any other customer credit
information or files owned or maintained by the Parent or any of its
Subsidiaries.













Section 1.2.  Section 7.2 of the Note Agreement is
hereby amended to read in its entirety as follows:


Section 7.2.                               Officer’s
Certificate.  Each set of financial
statements delivered to a holder of Notes pursuant to Section 7.1(a) or
Section 7.1(b) shall be accompanied by a certificate of a Senior Financial
Officer setting forth (which, in the case of Electronic Delivery of any such
financial statements, shall be by separate substantially concurrent delivery of
such certificate to each holder of Notes):


(a)                                  Covenant Compliance — the information (including detailed
calculations) required in order to establish whether the Parent and the Company
were in compliance with the requirements of Section 10.1 through
Section 10.8, inclusive, during the quarterly or annual period covered by
the statements then being furnished (including with respect to each such Section,
where applicable, the calculations of the maximum or minimum amount, ratio or
percentage, as the case may be, permissible under the terms of such Section,
and the calculation of the amount, ratio or percentage then in existence); and


(b)                                 Event of Default — a statement that such Senior Financial
Officer has reviewed (or caused a Responsible Officer to review) the relevant
terms hereof and has made, or caused to be made, under his or her supervision,
a review of the transactions and conditions of the Parent and its Subsidiaries
from the beginning of the quarterly or annual period covered by the statements
then being furnished to the date of the certificate and that such review shall
not have disclosed the existence during such period of any condition or event
that constitutes a Default or an Event of Default or, if any such condition or
event existed or exists (including, without limitation, any such event or
condition resulting from the failure of the Parent or any Subsidiary to comply
with any Environmental Law), specifying the nature and period of existence
thereof and what action the Parent or the Company shall have taken or proposes
to take with respect thereto.


Section
1.3.                                         Section 8.8
of the Note Agreement is hereby amended by deleting such section in its
entirety.


Section 1.4.                                         Sections 9.1
through 9.4, 9.6 and 9.8 of the Note Agreement are hereby amended by replacing
all references to “Company” set forth therein with “Parent.”


Section 1.5.                                         Section
9.5 of the Note Agreement is hereby amended to read in its entirety as follows:


Section 9.5.                                Limited
Liability Company and Corporation Existence, Etc.  Subject to Sections 10.4 and 10.5, each
of the Parent and the Company will at all times 



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preserve and keep in full force and effect its
corporate existence.  Subject to
Sections 10.4 and 10.5, the Parent will at all times preserve and keep in
full force and effect the limited liability company, corporate or other
applicable existence of each of its Subsidiaries (unless merged or consolidated
into or with, or substantially all of its assets are transferred to, the Parent
or a Wholly Owned Subsidiary) and all rights and franchises of the Parent and
its Wholly Owned Subsidiaries unless, in the good faith judgment of the Parent,
the termination of or failure to preserve and keep in full force and effect
such limited liability company, corporate or other applicable existence, right
or franchise could not, individually or in the aggregate, be reasonably
expected to have a Material Adverse Effect. 
The Company will, at all times be a Wholly-Owned Subsidiary of the
Parent.


Section 1.6.                                         Section 9.7
of the Note Agreement is hereby amended to read in its entirety as follows:


Section 9.7.                                Additional
Subsidiary Guarantors.  The Parent
hereby covenants and agrees that, if any U.S. Subsidiary which is not a
Subsidiary Guarantor (i) guarantees the Parent’s obligations under the
Bank Credit Agreement, (ii) directly or indirectly becomes an obligor
under the Bank Credit Agreement or (iii) directly or indirectly guarantees
any Indebtedness or other obligations of the Parent, it will cause such U.S.
Subsidiary to, concurrently therewith, (a) enter into a joinder agreement
substantially in the form of Annex I to the Subsidiary Guarantee Agreement
or otherwise deliver another Subsidiary Guarantee Agreement reasonably
acceptable to the Required Holders, in each case, for the benefit of the
holders of the Notes, (b) deliver a favorable legal opinion of nationally
recognized independent counsel, or other independent counsel reasonably satisfactory
to the Required Holders, as to the good standing, due authorization, execution,
delivery, validity and enforceability thereof, and that the Subsidiary
Guarantee Agreement does not violate or conflict with any law, agreement or
governing document relating to such Subsidiary and such other opinions as are
reasonably requested by the Required Holders and their counsel and
(c) deliver  appropriate limited
liability company or corporate resolutions and other limited liability company
or corporate documentation in form and substance reasonably satisfactory to the
Required Holders and their counsel.


Section 1.7.                                         Section
10 of the Note Agreement is hereby amended by deleting Sections 10.1
through 10.9 and inserting the following in their place:


Section 10.1                            Maximum
Leverage Ratio.  As of the end of
each fiscal quarter, commencing with the end of the
first fiscal quarter ending after the Closing Date, the Parent will not permit
the Leverage Ratio to be greater than 3.50 to 1.00.


Section 10.2                            Limitations
on Liens.  The Parent will not, nor
will it permit any of its Subsidiaries to, create, incur, assume or suffer to
exist any Lien on, or with respect to, any of its assets or properties
(including without limitation shares of Capital Stock or other ownership interests
owned by it), real or personal, whether now owned or hereafter acquired, except



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(a)                                  Liens
existing on the Amendment Effective Date and set forth on Schedule 10.2 to
the Amendment Agreement;


(b)                                 Liens
for taxes, assessments and other governmental charges or levies not yet due or
as to which the period of grace, if any, related thereto has not expired or
which are being contested in good faith and by
appropriate proceedings if adequate reserves are maintained to the extent
required by GAAP;


(c)                                  Liens
of materialmen, mechanics, carriers, warehousemen, processors or landlords for
labor, materials, supplies or rentals and other similar Liens imposed by law so
long as such Liens secure claims incurred in the ordinary course of business,
(i) which are not overdue for a period of more than thirty (30) days or
(ii) which are being contested in good faith and by appropriate
proceedings if adequate reserves are maintained to the extent required by GAAP;


(d)                                 Liens
consisting of deposits or pledges made in the ordinary course of business
(i) in connection with, or to secure payment of, obligations under workers’
compensation, unemployment insurance or similar legislation or obligations
under customer service contracts or (ii) to secure the performance of
letters of credit, bids, tenders, sales, contracts, leases, statutory
obligations, surety, appeal and performance bonds and other similar obligations
incurred in the ordinary course of business, in each case not incurred in
connection with the borrowing of money or the payment of the deferred purchase
price of property;


(e)                                  Liens
constituting encumbrances in the nature of zoning restrictions, easements and
rights or restrictions of record on the use of real property, which in the
aggregate are not substantial in amount and which do not, in any case,
materially detract from the value of any material parcel of real property or
impair the use thereof in the ordinary conduct of business;


(f)                                    Liens
in favor of the holders of the Notes;


(g)                                 Liens
on the property or assets of any Subsidiary existing at the time such
Subsidiary becomes a Subsidiary of the Parent and not incurred in contemplation
thereof, as long as the outstanding principal amount of the Debt secured
thereby is not voluntarily increased by such Subsidiary after the date such
Subsidiary becomes a Subsidiary of the Parent;


(h)                                 Liens
on the property or assets of the Parent or any Subsidiary securing Debt which
is incurred to finance or refinance the acquisition of such property or assets,
provided that (i) each such Lien
shall be created substantially simultaneously with the acquisition of the
related property or assets; (ii) each such Lien does not at any time
encumber any property other than the related property or assets financed by
such Debt and the proceeds thereof; (iii) the principal amount of Debt
secured by each such Lien is not increased; and (iv) the principal amount
of Debt secured by each such Lien (together 



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with any accrued interest thereon and closing costs
relating thereto) shall at no time exceed 100% of the original purchase price
of such related property or assets at the time acquired;


(i)                                     Liens
consisting of judgment or judicial attachment Liens, provided
that (i) the claims giving rise to such Liens are being diligently
contested in good faith by appropriate proceedings, (ii) adequate reserves
for the obligations secured by such Liens have been established and
(iii) enforcement of such Liens has been stayed;


(j)                                     Liens
(if any) against the Parent or any Consolidated Subsidiary which is created
solely to evidence (i) the transfer of any receivables and related
property by the Parent and certain of its Subsidiaries as originators under any
Permitted Securitization Transaction to another direct or indirect Subsidiary
of the Parent, as purchaser, pursuant to any Permitted Securitization
Transaction, (ii) the transfer of any receivables and related property
from the purchaser referred to in the immediately preceding clause (i) to any
Permitted Securitization Subsidiary pursuant to any Permitted Securitization
Transaction, and (iii) any back-up Lien granted by the purchaser referred to in
the immediately preceding clause (i) and the Permitted Securitization
Subsidiary, in each case solely in any receivables and related property being
transferred pursuant to the Permitted Securitization Transaction;


(k)                                  any
Lien against a Permitted Securitization Subsidiary pursuant to any Permitted
Securitization Transaction;


(l)                                     any
Lien on any specific fixed asset of any corporation existing at the time such
corporation is merged or consolidated with or into the Parent or a Consolidated
Subsidiary and not created in contemplation of such event;


(m)                               any
Lien arising out of the refinancing, extension, renewal or refunding of any
Debt secured by any Lien permitted by any of the foregoing paragraphs of this
Section, provided that (i) such Debt is not
secured by any additional assets, and (ii) the amount of such Debt (together
with any accrued interest thereon and closing costs relating thereto) secured
by any such Lien is not increased;


(n)                                 any
Lien existing on any specific fixed asset prior to the acquisition thereof by
the Parent or a Consolidated Subsidiary and not created in contemplation of
such acquisition;


(o)                                 Liens
securing Debt owing by any Subsidiary to the Parent or another Wholly-Owned
Subsidiary;


(p)                                 inchoate
Liens arising under ERISA to secure current service pension liabilities as they
are incurred under the provisions of Plans from time to time in effect;



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(q)                                 rights
reserved to or invested in any municipality or governmental, statutory or
public authority to control or regulate any property of the Parent or any
Subsidiary, as the case may be, or to use such property in a manner which does
not materially impair the use of such property for the purposes of which it is
held by the Parent or any Subsidiary, as the case may be; and


(r)                                    Liens
not otherwise permitted by this Section 10.2 securing Debt or other obligations
in an aggregate principal amount at any time outstanding that does not exceed
20% of Consolidated Net Tangible Assets, measured as of the date of the
incurrence of such Debt or obligation.


Section 10.3                            Limitations
on Subsidiary Debt.  The Parent will
not permit any Subsidiary of the Parent to contract, create, incur, assume or
permit to exist any Debt, except


(a)                                  Debt
arising under this Agreement and the Subsidiary Guarantee Agreement;


(b)                                 Debt
existing as of the Amendment Effective Date as referenced on
Schedule 10.3(b) to the Amendment Agreement (and renewals, refinancings or
extensions thereof on terms and conditions no less favorable in any material
respect to such Person than such existing Debt and in a principal amount not in
excess of that outstanding as of the date of such renewal, refinancing or
extension);


(c)                                  Capital
Lease Obligations and Debt incurred, in each case, to provide all or a portion
of the purchase price or costs of construction of an asset or, in the case of a
Sale and Leaseback Transaction, to finance the value of such asset owned by the
Parent or any of its Subsidiaries, provided that
(i) such Debt when incurred shall not exceed the purchase price or cost of
construction of such asset or, in the case of a Sale and Leaseback Transaction,
the fair market value of such asset and any transaction costs directly related
thereto, (ii) no such Debt shall be refinanced for a principal amount in excess
of the principal balance outstanding thereon (together with any accrued
interest thereon and closing costs relating thereto) at the time of such
refinancing, and (iii) the aggregate principal amount of all such Debt shall
not exceed $200,000,000 at any time outstanding;


(d)                                 intercompany
Debt owed by any Subsidiary of the Parent to the Parent or any other Subsidiary
of the Parent;


(e)                                  Debt
owing under Hedging Agreements relating to the Bank Credit Agreement and other
Hedging Agreements entered into in order to manage existing or anticipated
interest rate, exchange rate or commodity price risks and not for speculative
purposes;


(f)                                    Debt
in connection with any Permitted Securitization Transaction;



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(g)                                 Debt
of the types described in clause (j) of the definition of Debt which is
incurred in the ordinary course of business in connection with (i) the sale or
purchase of goods, or (ii) to assure performance by the Parent or any of its
Subsidiaries of their respective service contracts, operating leases,
obligations to a utility or a governmental entity, or worker’s compensation
obligations;


(h)                                 Support
Obligations of Debt of the Parent or Debt otherwise permitted under this
Section 10.3;


(i)                                     any
guaranty from time to time arising by virtue of a Subsidiary of Parent at any
time becoming a “Designated Borrower” under the Bank Credit Agreement, so long
as if such Subsidiary would be required to deliver a Subsidiary Guaranty
Agreement pursuant to Section 9.7, such Subsidiary Guaranty Agreement has
been delivered; and


(j)                                     other
Debt of the Subsidiaries at any time outstanding which in the aggregate does
not exceed 20% of Consolidated Net Tangible Assets, measured as of the date of
the incurrence of such Debt.


Section 10.4                            Limitations
on Mergers and Liquidation.  Parent
will not, nor will it permit any of its Subsidiaries to, merge, consolidate or
enter into any similar combination with any other Person or liquidate, wind-up
or dissolve itself (or suffer any liquidation or dissolution), except


(a)                                  The
Parent or a Subsidiary may merge with another Person that is not an Obligor or
a Subsidiary, provided that (i) in the case of
any merger involving the Parent or a Subsidiary that is organized under the
laws of the United States or one of its states, such other Person is organized
under the laws of the United States or one of its states, (ii) in the case of
any merger involving an Obligor, such Obligor is the corporation surviving such
merger (or if such Obligor is the Parent and is not the survivor, the survivor
assumes the obligations of Parent under the Parent Guaranty pursuant to an
assumption agreement reasonably satisfactory to the Required Holders and after
giving effect thereto the corporate debt of such survivor entity has an
unsecured non-credit enhanced debt investment grade rating by Moody’s and
S&P), (iii) in the case of any merger involving a Subsidiary, the survivor
is or will become a Subsidiary of the Parent, (iv) immediately prior to
and after giving effect to such merger, no Default or Event of Default exists
or would exist, (iv) the Board of Directors of such Person has approved such
merger and (v) in the case of any Subsidiary of the Parent, such transaction is
permitted under Section 10.6;


(b)                                 Any
Subsidiary that is not an Obligor may merge into an Obligor or any Wholly-Owned
Subsidiary of an Obligor;


(c)                                  Any
Subsidiary that is not an Obligor may liquidate, wind-up or dissolve itself
into an Obligor or any Wholly-Owned Subsidiary of an Obligor;



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(d)                                 Any
Obligor may merge with any other Obligor, provided that
in the case of any merger involving the Company, the Company is the corporation
surviving such merger or if the Company is not the survivor, the conditions set
forth in clauses (i) and (ii) below are satisfied:


(i)                                      the
successor formed by such consolidation or the survivor of such merger with the
Company or the Person that acquires by conveyance, transfer or lease all or
substantially all of the assets of the Company as an entirety, as the case may
be, shall be a solvent corporation or limited liability company organized and
existing under the laws of the United States or any State thereof (including
the District of Columbia), (A) such corporation or limited liability
company shall have executed and delivered to each holder of any Notes its
assumption of the due and punctual performance and observance of each covenant
and condition of the Financing Agreements to which the Company is a party,
(B) such corporation or limited liability company shall have caused to be
delivered to each holder of any Notes an opinion of nationally recognized
independent counsel, or other independent counsel reasonably satisfactory to
the Required Holders, to the effect that all agreements or instruments
effecting such assumption are enforceable in accordance with their terms and
comply with the terms hereof, and (C) each other Obligor shall have
executed and delivered an acknowledgement that the Financing Agreements to
which they are a party continue in full force and effect; and


(ii)                                   immediately
before and immediately after giving effect to such transaction, no Default or
Event of Default shall have occurred and be continuing and the Parent would
have been in compliance with Section 10.1 as of the end of the most recent
fiscal quarter treating such transaction as having been consummated as of the
last day of the immediately preceding fiscal quarter; and


(e)                                  Any
Obligor (other than the Company or the Parent) may liquidate, wind-up or
dissolve itself into any other Obligor.


Section 10.5                            Limitation
on Asset Dispositions.  The Parent
will not, nor will it permit any of its Subsidiaries to, make any Asset
Disposition (including, without limitation, in connection with any Sale and
Leaseback Transaction), in one transaction or a series of transactions, unless
(a) no Default or Event of Default shall exist on the date of, or shall result
from, any such transaction (including after giving effect to such transaction
on a pro forma basis); and (b) the assets so disposed of or transferred in connection
with all such Asset Dispositions in any Fiscal Year did not contribute, in the
aggregate, more than 20% of Consolidated Operating Profit for the immediately
preceding Fiscal Year.



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Section 10.6                            Limitations
on Acquisitions.  Other than
transactions permitted under Section 10.7, the Parent will not, nor will it
permit any of its Subsidiaries to, acquire all or any portion of the Capital
Stock or other ownership interest in any Person
which is not a Subsidiary or all or any substantial portion of the assets,
property and/or operations of a Person which is not a Subsidiary, unless (a)
the Person, assets, property and/or operations being acquired operate in
substantially the same or a similar line of business as any line of business
engaged in by the Parent or any of its Subsidiaries on the Amendment Effective
Date or a business reasonably related thereto, including ancillary or
complementary businesses; (b) in the case of an acquisition of Capital Stock or
other ownership interest of a Person, the Board of Directors of the Person
which is the subject of such acquisition shall have approved the acquisition;
(c) no Default or Event of Default shall exist on the date of, or shall result
from, any such acquisition (including after giving effect to such transaction
on a pro forma basis); and (d) in the case of the acquisition of all or any
portion of the Capital Stock or other ownership interest in any Person, such
Person so acquired will be Consolidated with the Parent in its financial
statements upon the consummation of such acquisition.


Section 10.7                            Limitation
on Restricted Investments. The Parent will not, nor will it permit any of
its Subsidiaries to, make any Restricted Investment unless, after giving effect
thereto, the aggregate amount of all such Restricted Investments outstanding at
any time does not exceed 20% of the Consolidated Total Assets, measured as of
the date of the making of such Restricted Investment; provided
that (i) the foregoing shall be tested as at the end of each fiscal quarter,
and (ii) no Default or Event of Default shall have occurred and be continuing
both before and after giving effect to any such Restricted Investment.


Section 10.8                            Limitation
on Restricted Payments.  The Parent
will not, nor will it permit any of its Subsidiaries to, directly or
indirectly, declare, order, make or set apart any sum for or pay any Restricted
Payment at any time that a Default or Event of Default has occurred and is
continuing or would result from such Restricted Payment.


Section 10.9                            Limitation
on Transactions with Affiliates. 
Neither the Parent nor any of its Consolidated Subsidiaries shall enter
into, or be a party to, any transaction with any Affiliate of the Parent or any
such Subsidiary (which Affiliate is not an Obligor or a Subsidiary), except
pursuant to the reasonable requirements of its business and upon fair and
reasonable terms that are no less favorable to the Parent or such Subsidiary
than would be obtained in a comparable arm’s length transaction with a Person
which is not an Affiliate.


Section
10.10                     Limitation
on Certain Accounting Changes.  No
Obligor will (a) change its Fiscal Year end in order to avoid a Default or an
Event of Default or if a Material Adverse Effect would result therefrom or (b)
make any material change in its accounting treatment and reporting practices
except as required by GAAP.  
Notwithstanding the foregoing, on or before the ninetieth (90th) day after the Amendment 



 9
 









Effective Date, the Company and its Subsidiaries shall
change their Fiscal Year to end on December 31.


Section 10.11                     Limitation
of Restricting Subsidiary Dividends and Distributions.  The Parent will not permit any Subsidiary
to agree to, incur, assume or suffer to exist any restriction, limitation or
other encumbrance (by covenant or otherwise) on the ability of such Subsidiary
to make any payment to the Parent or any of its Subsidiaries (in the form of
dividends, intercompany advances or otherwise) or to transfer any of its
properties or assets to the Parent or any of its Subsidiaries, except


(a)                                  Restrictions
and limitations applicable to a Subsidiary existing at the time such Subsidiary
becomes a Subsidiary of the Parent and not incurred in contemplation thereof,
as long as no such restriction or limitation is made more restrictive after the
date such Subsidiary becomes a Subsidiary of the Parent;


(b)                                 Restrictions
and limitations imposed on any Permitted Securitization Subsidiary in
connection with a Permitted Securitization Transaction;


(c)                                  Restrictions
and limitations existing pursuant to this Agreement;


(d)                                 Restrictions
and limitations existing pursuant to the Bank Credit Agreement; and


(e)                                  Other
restrictions and limitations that are not Material either individually or in
the aggregate.


Section 10.12                     Hedging
Agreements.  The Parent will not, and
will not permit any of the Subsidiaries to, enter into any Hedging Agreement,
other than non-speculative Hedging Agreements entered into in the ordinary
course of business in order to manage existing or anticipated interest rate,
foreign exchange rate or commodity price risks.


Section 1.8.                                         Sections 10.10
and 10.11 of the Note Agreement are hereby amended by renumbering such
Sections 10.13 and 10.14, respectively.


Section 1.9.                                         Section 11
of the Note Agreement is hereby amended as follows:


(1)                                  Sections 11(c)
and 11(d) are hereby amended to read in their entirety as follows:


(c)                                  the
Company or the Parent defaults in the performance of or compliance with any
term contained in Section 7.1(d) or Sections 10.1 through 10.12; or



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(d)                                 (i) the
Company or the Parent defaults in the performance of or compliance with any
term contained herein (other than those referred to in Sections 11(a), (b) and
(c)), or (ii) any Obligor defaults in the performance of or compliance with any
term contained in the Financing Agreements (other than this Agreement), and in
each case, such default is not remedied within 30 days after the earlier of (i)
a Responsible Officer obtaining actual knowledge of such default and (ii) any
Obligor receiving written notice of such default from any holder of a Note (any
such written notice to be identified as a “notice of default” and to refer
specifically to this Section 11(d)); or


(2)                                  In
Sections 11(f), (g), (h) and (i) all references to “Company” therein are
hereby amended to read “Parent,” and


(3)                                  Section 11(k)
is hereby amended as follows:  after the
words “Subsidiary Guarantee Agreement” the words “or the Parent Guaranty” are
inserted.


Section 1.10.                              Section 17.1
of the Note Agreement is hereby amended by replacing the “or” with “,” between “6”
and “21” in clause (a) and adding after “21” “or 23” in clause (a).


Section 1.11.                              Section
20 of the Note Agreement is hereby amended to read in its entirety as follows:


Section
20.                                   Confidential
Information.  For the purposes of
this Section 20, “Confidential Information” means information delivered to any
Purchaser by or on behalf of the Parent, the Company or any Subsidiary in
connection with the transactions contemplated by or otherwise pursuant to this
Agreement that is proprietary in nature and that was clearly marked or labeled
or otherwise adequately identified when received by such Purchaser as being
confidential information of the Parent, any of the Parent’s Subsidiaries, the
Company or its Subsidiaries, provided that such term does not include
information that (a) was publicly known or otherwise known to such
Purchaser prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by such Purchaser or any person
acting on such Purchaser’s behalf, (c) otherwise becomes known to such
Purchaser other than through disclosure by the Parent or its Subsidiaries, the
Company or its Subsidiaries or by any Person known by you to be acting in
breach of any duty of confidentiality owed to the Parent or its Subsidiaries or
the Company or its Subsidiaries or (d) constitutes financial statements
delivered to such Purchaser under Section 7.1 that are otherwise publicly
available.  Each Purchaser will maintain
the confidentiality of such Confidential Information in accordance with procedures
adopted by such Purchaser in good faith to protect confidential information of
third parties delivered to such Purchaser, provided that
such Purchaser may deliver or disclose Confidential Information to (i) its
directors, trustees, officers, employees, agents, attorneys and affiliates (to
the extent such disclosure reasonably relates to the administration of the
investment represented by its Notes), (ii) its financial advisors and
other professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 20,




 11
 









(iii) any other holder of any Note, (iv) any
Institutional Investor to which it sells or offers to sell such Note or any
part thereof or any participation therein (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 20), (v) any Person from which it offers to
purchase any security of the Company (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions
of this Section 20), (vi) any federal or state regulatory authority
having jurisdiction over such Purchaser provided you advise such authority of
the confidential nature of such information, (vii) the NAIC or the SVO or,
in each case, any similar organization, or any nationally recognized rating
agency that requires access to information about such Purchaser’s investment
portfolio provided you advise such authority of the confidential nature of such
information, or (viii) any other Person to which such delivery or
disclosure may be necessary or appropriate provided you advise such Person of
the confidential nature of such information, (w) to effect compliance with
any law, rule, regulation or order applicable to such Purchaser, (x) in
response to any subpoena or other legal process, (y) in connection with
any litigation to which such Purchaser is a party or (z) if an Event of
Default has occurred and is continuing, to the extent such Purchaser may
reasonably determine such delivery and disclosure to be necessary or
appropriate in the enforcement or for the protection of the rights and remedies
under such Purchaser’s Notes, this Agreement, the Parent Guaranty and the other
Financing Agreements.  If you or any
other receiving party becomes legally required to disclose any confidential
information by order, request or demand as provided in this paragraph or
otherwise, you or the other receiving party shall provide the Parent (at its
address as provided in the Parent Guaranty) and the Company with prior prompt
written notice of such disclosure requirement, to the extent permitted by
applicable law, so that the Parent and/or the Company may seek a protective
order or other appropriate remedy and/or waive compliance with respect to that
disclosure and shall cooperate in connection with such effort.  Each holder of a Note, by its acceptance of a
Note, will be deemed to have agreed to be bound by and to be entitled to the
benefits of this Section 20 as though it were a party to this Agreement.  On reasonable request by the Parent or the
Company in connection with the delivery to any holder of a Note of information
required to be delivered to such holder under this Agreement or requested by
such holder (other than a holder that is a party to this Agreement or its
nominee), such holder will enter into an agreement with the Company embodying
the provisions of this Section 20. 
You agree that for purposes of Regulation FD of the SEC, the provisions
of Section 20 shall constitute a confidentiality agreement within the
meaning of Rule 100(b)(2) of Regulation FD. 
The Noteholders agree that this provision is for the benefit of the
Parent and its Subsidiaries and the Company and its Subsidiaries.”


Section 1.12. The Note Agreement is hereby
amended by inserting the following new Section 23.


Section 23.1.                         Guaranty
of Payment.  Subject to
Section 23.7 below, the Parent hereby unconditionally guarantees to each
holder of Notes from time to time the prompt payment of the Guaranteed
Obligations in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration or otherwise). 
This guaranty is a guaranty of 



 12
 









payment and not solely of collection and is a
continuing guaranty and shall apply to all Guaranteed Obligations whenever
arising.


Section 23.2.                         Obligations
Unconditional; Waivers.  The
obligations of the Parent hereunder are absolute and unconditional,
irrespective of the value, genuineness, validity, regularity or enforceability
of this Agreement, or any other agreement or instrument referred to herein, to
the fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor. 
The Parent agrees that this guaranty may be enforced by the holders of
the Notes without the necessity at any time of resorting to or exhausting any
security or collateral and without the necessity at any time of having recourse
of the Notes, this Agreement or any other Financing Agreement or any
collateral, if any, hereafter securing the Guaranteed Obligations or otherwise
and the Parent hereby waives the right to require the holders of the Notes to
proceed against any other Obligor or any other Person (including a
co-guarantor) or to require the holders of the Notes to pursue any other remedy
or enforce any other right.  In this
connection, the Parent hereby waives the right of the Parent to require any holder
of the Guaranteed Obligations to take action against any Obligor as provided in
Official Code of Georgia Annotated §10-7-24 or any similar laws.  The Parent further agrees that it shall have
no right of subrogation, indemnity, reimbursement or contribution against any
Obligor or any other guarantor of the Guaranteed Obligations for amounts paid
under this guaranty until such time as the holders of the Notes have been
irrevocably paid in full and no Person or Governmental Authority shall have any
right to request any return or reimbursement of funds from the holders of the
Notes in connection with monies received under this Agreement.  The Parent further agrees that nothing
contained herein shall prevent the holders of the Notes from suing on the Notes,
this Agreement or any other Financing Agreement or foreclosing its security
interest in or Lien on any collateral, if any, securing the Guaranteed
Obligations or from exercising any other rights available to it under this
Agreement, the Notes, or any other instrument of security, if any, and the
exercise of any of the aforesaid rights and the completion of any foreclosure
proceedings shall not constitute a discharge of any of the Parent’s obligations
hereunder; it being the purpose and intent of the Parent that its obligations
hereunder shall be absolute, independent and unconditional under any and all
circumstances.  Neither the Parent’s
obligations under this guaranty nor any remedy for the enforcement thereof
shall be impaired, modified, changed or released in any manner whatsoever by an
impairment, modification, change, release or limitation of the liability of an
Obligor or by reason of the bankruptcy or insolvency of such Obligor.  The Parent waives any and all notice of the
creation, renewal, extension or accrual of any of the Guaranteed Obligations
and notice of or proof of reliance of by the holders of the Notes upon this
guaranty or acceptance of this guaranty. 
The Guaranteed Obligations, and any of them, shall conclusively be
deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon this guaranty.  All dealings between the Obligors and the
Parent, on the one hand, and the holders of the Notes, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in
reliance upon this guaranty.



 13
 









Section 23.3                            Modifications.  The Parent agrees that (a) all or any part of
the security which hereafter may be held for the Guaranteed Obligations, if
any, may be exchanged, compromised or surrendered from time to time; (b) the
holders of the Notes shall not have any obligation to protect, perfect, secure
or insure any such security interests, liens or encumbrances which hereafter
may be held, if any, for the Guaranteed Obligations or the properties subject
thereto; (c) the time or place of payment of the Guaranteed Obligations
may be changed or extended, in whole or in part, to a time certain or
otherwise, and may be renewed or accelerated, in whole or in part; (d) an
Obligor and any other party liable for payment under this Agreement may be
granted indulgences generally; (e) any of the provisions of the Notes,
this Agreement or any other Financing Agreement may be modified, amended or
waived; (f) any party (including any co-guarantor) liable for the payment
thereof may be granted indulgences or be released; and (g) any deposit
balance for the credit of an Obligor or any other party liable for the payment
of the Guaranteed Obligations or liable upon any security therefor may be
released, in whole or in part, at, before or after the stated, extended or
accelerated maturity of the Guaranteed Obligations, all without notice to or
further assent by the Parent in its capacity as a guarantor under this
Section 23, which shall remain bound thereon, notwithstanding any such
exchange, compromise, surrender, extension, renewal, acceleration,
modification, indulgence or release.


Section 23.4.                         Additional
Waiver of Rights.  The Parent
expressly waives to the fullest extent permitted by applicable law:  (a) notice of acceptance of this guaranty
by the holders of the Notes; (b) presentment and demand for payment or
performance of any of the Guaranteed Obligations; (c) protest and notice of
dishonor or of default (except as specifically required in this Agreement) with
respect to the Guaranteed Obligations or with respect to any security therefor;
(d) notice of the holders of the Notes obtaining, amending, substituting
for, releasing, waiving or modifying any Lien, if any, hereafter securing the
Guaranteed Obligations, or the holders of the Notes subordinating,
compromising, discharging or releasing such Liens, if any; (e) all other
notices to which the Parent might otherwise be entitled in connection with the
guaranty evidenced by this Section 23; and (f) demand for payment under
this guaranty.  Furthermore, the Parent,
to the fullest extent permitted by law, hereby waives any other act or thing,
or omission or delay to do any other act or thing, which in any manner or to
any extent might vary the risk of the Parent with respect to the Guaranteed Obligations
or which otherwise might operate to discharge the Parent from its obligations
in respect of the Guaranteed Obligations.


Section 23.5.                         Reinstatement.  The obligations of the Parent under this
Section 23 shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of any Person in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and the Parent agrees that it will
indemnify each holders of the Notes on demand for all reasonable costs and
expenses (including, without limitation, reasonable fees and expenses of
counsel) incurred by such holders of the Notes in connection with such
rescission or restoration,



 14














including any such costs and expenses incurred in
defending against any claim alleging that such payment constituted a
preference, fraudulent transfer or similar payment under any bankruptcy,
insolvency or similar law.


Section 23.6.        Remedies.  The Parent agrees that, as between the
Parent, on the one hand, and the holders of the Notes, on the other hand, the
Guaranteed Obligations may be declared to be forthwith due and payable as
provided in Section 11 (and shall be deemed to have become automatically
due and payable in the circumstances provided in Section 11)
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing such Guaranteed Obligations from becoming
automatically due and payable) as against any other Person and that, in the
event of such declaration (or such Guaranteed Obligations being deemed to have
become automatically due and payable), such Guaranteed Obligations (whether or
not due and payable by any other Person) shall forthwith become due and payable
by the Parent.


Section 23.7.        Limitation
of Guaranty. 
Notwithstanding any provision to the contrary contained herein, to the
extent the obligations of the Parent shall be adjudicated to be invalid or
unenforceable for any reason (including, without limitation, because of any
applicable state or federal law relating to fraudulent conveyances or
transfers) then the obligations of the Parent hereunder shall be limited to the
maximum amount that is permissible under applicable law (whether federal or
state and including, without limitation, the Federal Bankruptcy Code (as now or
hereinafter in effect)).


Section 1.13.           Exhibit B to
the Note Agreement is hereby amended as follows:


(1)           the following existing definitions
are amended and restated in their entirety to read as follows:


“Affiliate”
means, with respect to any Person, any other Person which directly or
indirectly through one or more intermediaries (a) controls, or is
controlled by, or is under common control with, such first Person or any of its
Subsidiaries or (b) owns or holds ten percent (10%) or more of the Capital
Stock in such first Person or any of its Subsidiaries.  The term “control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise.


“Bank Credit Agreement”
means that certain Amended and Restated Credit Agreement dated as of
July 24, 2006 among the Parent, Equifax PLC, certain other Subsidiaries of
the Parent from time to time party thereto certain banks and other financial
institutions party thereto, and SunTrust Bank, as Administrative Agent, as
amended, restated, supplemented, modified, refinanced or replaced from time to
time.


“Change of Control”
means any of the following events or circumstances:



 15
 








(i)            if any person (as such term is used
in Section 13(d) and Section 14(d)(2) of the Exchange Act as in
effect on the date of the Closing) or related persons constituting a group (as
such term is used in Rule 13d-5 under the Exchange Act), become the “beneficial
owners” (as such term is used in Rule 13d-3 under the Exchange Act as in
effect on the date of the Closing), directly or indirectly, of more than 50% of
the total voting power of all classes then outstanding of the Parent’s voting
stock, or


(ii)           the acquisition after the date of the
Closing by any person (as such term is used in Section 13(d) and
Section 14(d)(2) of the Exchange Act as in effect on the date of the
Closing) or related persons constituting a group (as such term is used in
Rule 13d-5 under the Exchange Act as in effect on the date of the Closing)
of (i) the power to elect, appoint or cause the election or appointment of at
least a majority of the members of the board of directors of the Parent,
through beneficial ownership of the capital stock of the Parent or otherwise,
or (ii) all or substantially all of the properties and assets of the Parent.


“Consolidated Interest Expense”
means, for any period, as applied to the Parent and its Consolidated
Subsidiaries, for any period determined on a consolidated basis in accordance
with GAAP, the sum of (i) total
interest expense, including without limitation the interest component of any
payments in respect of capital leases capitalized or expensed during such
period (whether or not actually paid during such period) plus (ii)
the net amount payable (or minus the net
amount receivable) under Hedging Agreements during such period (whether or not
actually paid or received during such period), in each case as determined and
computed on a Consolidated basis in accordance with GAAP.


“Consolidated Net Income”
means, for any period, the net income, after taxes, of the Parent and its
Consolidated Subsidiaries for such period as determined and computed on a
Consolidated basis in accordance with GAAP.


“Equity Issuance”
means any issuance by the Parent or any of its Subsidiaries to any Person other
than the Parent or any of its Subsidiaries of (a) shares of its Capital
Stock, (b) any shares of its Capital Stock pursuant to the exercise of
options or warrants of (c) any shared of its Capital Stock pursuant to the
conversion of any debt securities to equity.


“Amendment Agreement”
means that certain TALX Corporation Amendment Agreement dated as of
May 15, 2007.


“Financing Agreement”
means the Notes, this Agreement the Parent Guaranty and any Subsidiary
Guarantee Agreement.



 16
 








“Lien” means,
with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset.  For the purposes of this Agreement, a Person
shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, Capital Lease (excluding, however, any synthetic leases) or other
title retention agreement relating to such asset.


“Material”
means material in relation to the business, operations, affairs, financial
condition, assets or properties of the Parent and its Subsidiaries taken as a
whole.


“Material Adverse Effect”
means a material adverse effect on (a) the business, operations, affairs,
financial condition, assets or properties of the Parent and its Subsidiaries
taken as a whole, or (b) the ability of any Obligor to perform its
obligations under the Financing Agreements to which it is a party, or (c) the
validity or enforceability of any Financing Agreement.


“Obligors”
means the Company, the Parent and the Subsidiary Guarantors.


“Restricted Payment”
means (i) any dividend or other payment or distribution, direct or
indirect, on account of any shares of any class of Capital Stock of the Parent
or any of its Subsidiaries, now or hereafter outstanding (including without
limitation any payment in connection with any dissolution, merger, consolidation
or disposition involving any of the Parent or any of its Subsidiaries), or to
the holders, in their capacity as such, of any shares of any class of Capital
Stock of the Parent or any of its Subsidiaries, now or hereafter outstanding
(other than dividends or distributions payable in Capital Stock of the
applicable Person and dividends or distributions payable (directly or
indirectly through Subsidiaries) to the Parent or any Wholly-Owned Subsidiary
of the Parent), (ii) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
shares of any class of Capital Stock of the Parent or any of its Subsidiaries,
now or hereafter outstanding (other than such transactions payable (direct or
indirect through Subsidiaries) to the Parent or any Wholly-Owned Subsidiary of
the Parent) and (iii) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
share of any class of Capital Stock of the Parent or any of its Subsidiaries
(other than such payments payable (directly or indirectly through Subsidiaries)
to the Parent or any Wholly-Owned Subsidiary of the Parent.


(2)           the following definitions are hereby
inserted in alphabetical order:


“Amendment Effective Date” means
June        , 2007.



 17
 








“Asset Disposition” means the
disposition of any or all of the assets (including without limitation the
disposition of accounts and notes receivable, the sale of the Capital Stock of
a Subsidiary to a Person other than the Parent or a Subsidiary of the Parent
and any Equity Issuance of Capital Stock of a Subsidiary to a Person other than
the Parent or a Subsidiary of the Parent) of the Parent or any of its
Subsidiaries whether by sale, lease, transfer or otherwise.  The term “Asset Disposition” shall not
include (i) the sale of inventory or Cash Equivalents in the ordinary
course of business, (ii) the sale or disposition of fixed assets no longer
used or useful in the conduct of such Person’s business, (iii) any Equity
Issuance of Capital Stock of the Parent, (iv) transfer of assets to the
Parent or from a Subsidiary of the Parent to a Wholly-Owned Subsidiary of the
Parent, (v) transfers of assets required in connection with any Permitted
Securitization Transaction or (vi) transfers of assets which individually
account for less than $1,000,000 of the Consolidated Operating Profit for the
immediately preceding Fiscal Year.


“Capital Stock” means (i) in
the case of a corporation, capital stock, (ii) in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of capital stock,
(iii) in the case of a partnership, partnership interests (whether general
or limited), (iv) in the case of a limited liability company, membership
interests and (v) any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.


“Cash Equivalent” means (a)
securities issued or directly and fully guaranteed or insured by the United
States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States
of America is pledged in support thereof) having maturities of not more than
twelve months from the date of acquisition, (b) U.S. dollar denominated
time and demand deposits and certificates of deposit of (i) any domestic
commercial bank having capital and surplus in excess of $500,000,000 or (ii) any
bank whose short-term commercial paper rating from S&P is at least A-1 or
the equivalent thereof or from Moody’s is at least P-1 or the equivalent
thereof (and such bank an “Approved Bank”),
in each case with maturities of not more than 270 days from the date of acquisition,
(c) commercial paper and variable or fixed rate notes issued by any Approved
Bank (or by the parent company thereof) or any variable rate notes issued by,
or guaranteed by, and domestic corporation rated A-1 (or the equivalent
thereof) or better by S&P or P-1 (or the equivalent thereof) or better by
Moody’s and maturing within six months of the date of acquisition,
(d) repurchase agreements with a bank or trust company or securities
dealer having capital and surplus in excess of $500,000,000 for direct
obligations issued by or fully guaranteed by the United States of America in
which the Parent shall have a perfected first priority security interest
(subject to no other Liens) and having, on the date of purchase thereof, a fair
market value of a least 100% of the amount of the repurchase obligations and
(e) Investments, classified in accordance with GAAP as current assets, in
money market investment programs registered under the Investment Company Act of
1940, as amended, which are administered by financial institutions having
capital of at least $500,000,000 and the 



 18
 








portfolios of which are limited to Investments of the
character described in the foregoing subdivisions (a) through (d).


“Consolidated” means, when used
with reference to financial statements or financial statement items of a Person
and its Subsidiaries, such statements or items on a consolidated basis in
accordance with applicable principles of consolidation under GAAP.


“Consolidated EBITDA” means, for
any period, as applied to the Parent and its Consolidated Subsidiaries without
duplication, the sum of the amounts for such period of:  (a) Consolidated Net Income, plus
(b) an amount which, in the determination of Consolidated Net Income has
been deducted for (i) Consolidated Interest Expense, (ii) all federal
and state income tax expense, (iii) depreciation and amortization expense,
and (iv) all other non-cash charges, all of the foregoing as determined
and computed on a Consolidated basis in accordance with GAAP; provided that for purposes of Consolidated EBITDA of the
Parent for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the
Leverage Ratio, (x) the Consolidated EBITDA of (or attributable to) (A) any
other Person, (B) all or substantially all of the business or assets of
any other Person or (C) operating division or business unit of any other
Person, acquired by, or merged into or consolidated with, the Parent or one of
its Consolidated Subsidiaries during such Reference Period, in each case under
this clause (x), shall be included on a pro forma basis for such Reference
Period as if such acquisition, merger or consolidation in connection therewith
occurred on the first day of such Reference Period and (y) the Consolidated
EBITDA of (or attributable to) (A) any Consolidated Subsidiary whose
Capital Stock is sold or otherwise transferred to any Person other than to the
Parent or to a Consolidated Subsidiary of the Parent during such Reference
Period such that as a result of such sale or transfer such Consolidated
Subsidiary ceases to be a Subsidiary of the Parent, (B) assets (whether
all or substantially all) of the Parent or any Consolidated Subsidiary sold,
leased or otherwise transferred to any Person other than to the Parent or to a
Subsidiary of the Parent during such Reference Period or (C) an operating
division or business unit of the Parent of any Consolidated Subsidiary sold,
leased or otherwise transferred to any Person other than to the Parent or to a
Consolidated Subsidiary of the Parent during such Reference Period, in each
case under this clause (y), shall be excluded on a pro forma basis for such
Reference Period as if the consummation of such sale, lease or other transfer
occurred on the first day of such Reference Period so long as the Consolidated
EBITDA of (or attributable to) such Capital Stock, asset, operating division or
business unit sold or otherwise transferred, exceeds 5% of Consolidated
Operating Profit for the immediately preceding Fiscal Year.


“Consolidated Funded Debt” means,
as of any date, without duplication, all Debt of the Parent and its
Consolidated Subsidiaries of the type referred to in clauses (a), (b),
(f), (g), (h), (i), (j) (but in the case of clause (j), only to the extent of
any drawn amount of such letters of credit) and (l) and (m) of the definition
of “Debt” set forth in Exhibit B, all of the foregoing as determined and
computed on a Consolidated basis in accordance with GAAP.  Any Debt described in clauses (l) and (m) of
the definition of Debt shall be 



 19
 








included in the calculation of Consolidated Funded
Debt even if the applicable Subsidiary (including any Permitted Securitization
Subsidiary) is not consolidated under GAAP.


“Consolidated Net Tangible Assets”
means, as of any date, Consolidated Total Assets, less the sum of the value, as
set forth or reflected in the most recent Consolidated balance sheet of the
Parent and its Consolidated Subsidiaries, prepared in accordance with GAAP of:


(i)            All assets which would be treated as
intangible assets for balance sheet presentation purposes under GAAP, excluding
“Purchase Data Files,” but including, without limitation, goodwill (as
determined by the Parent in a manner consistent with its past accounting
practices and in accordance with GAAP), trademarks, tradenames, copyrights,
patents and technologies, and unamortized debt discount and expense;


(ii)           To the extent not included in
(i) of this definition, any amount at which shares of Capital Stock of the
Parent appear as an asset on the balance sheet of its Consolidated
Subsidiaries; and


(iii)          To the extent not included in
(i) of this definition, deferred expenses.


“Consolidated Operating Profit”
means, for any period, the Operating Profit of the Parent and its Consolidated
Subsidiaries, all of the foregoing as determined and computed on a Consolidated
basis in accordance with GAAP.


“Consolidated Subsidiary” means,
at any date, any Subsidiary or other entity the accounts of which, in
accordance with GAAP, are Consolidated with those of the Parent in its
Consolidated financial statements as of such date.


“Consolidated Total Assets”
means, as of any date, the assets and properties of the Parent and its
Consolidated Subsidiaries, as determined and computed on a Consolidated basis
in accordance with GAAP.


“CSC” means Computer Sciences
Corporation, a Nevada corporation.


“CSC Agreement” means the
Agreement for Computerized Credit Reporting Services and Options to Purchase
and Sell Assets, dated as of the 1st day of August, 1988, among EIS, the
Company, CSC and certain other parties, as the same may be amended, amended and
restated, supplemented or otherwise modified from time to time.


“CSC Put” means the right of
certain subsidiaries of CSC under the CSC Agreement to require EIS to purchase
their credit reporting businesses within 180 days after notice.



 20
 








“Debt” of any Person means at any
date, without duplication: (a) all obligations of such Person for borrowed
money, (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such Person under
conditional sale or other title retention agreements relating to property
purchased by such Person (other than customary reservations or retentions of
title under agreements with suppliers entered into in the ordinary course of
business), (d) all obligations of such Person (i) issued or assumed as the
deferred purchase price of property or services purchased by such Person (other
than trade debt incurred in the ordinary course of business on terms customary
in the trade) which would appear as liabilities on a balance sheet of such
Person or (ii) arising out of the CSC Put after the receipt by the Parent
or any of its Subsidiaries of notice from CSC or any of its Subsidiaries
regarding the intent to exercise the CSC Put, (e) all obligations of such
Person under take or pay or similar arrangements of under commodities
agreements, (f) all Debt of others secured by (or for which the holder of
such Debt has an existing right, contingent or otherwise, to be secured by) any
Lien on, or payable out of the proceeds of production from, property owned or
acquired by such Person, whether or not the obligations secured thereby have
been assumed, provided that for purposes hereof
the amount of such Debt shall be limited to the greater of (i) the amount
of such Debt as to which there is recourse to such Person and (ii) the
fair market value of the property which is subject to the Lien, (g) all
Support Obligations of such Person with respect to a Debt of another Person,
(h) the principal portion of all obligations of such Person under Capital
Leases, (i) all net obligations of such Person in respect of Hedging
Agreements, (j) the maximum amount of all standby letters of credit issued
or bankers’ acceptances facilities created for the account of such Person and,
without duplication, all drafts drawn thereunder (to the extent unreimbursed or
not cash collateralized), (k) all preferred stock issued by such Person
and required by the terms thereof to be redeemed, or for which mandatory
sinking fund payments are due, by a fixed date, (l) the outstanding
attributed principal amount under any asset securitization program of such
Person (including without limitation any noted or accounts receivable financing
program) and (m) the principal balance outstanding under any synthetic
lease, tax retention operating lease, off-balance sheet loan or similar
off-balance sheet financing product to which such Person is a party, where such
transaction is considered borrowed money indebtedness for tax purposes but is
classified as an operating lease in accordance with GAAP.  The Debt of any Person shall include the Debt
of any partnership or joint venture in which such Person is a general partner
or a joint venturer, but only to the extent to which there is recourse to the
assets (other than the ownership interest in such partnership or join venture)
of such Person for payment of such Debt.


“EIS” means Equifax Information
Services, LLC, formerly known as Equifax Credit Information Services, Inc.


“Fiscal Year” means the fiscal
year of the Parent and its Subsidiaries ending on or about December 31.



 21
 








“Guaranteed Obligations” means,
without duplication, all of the Obligations of the Obligors to the holders of
the Notes from time to time, whenever arising, under this Agreement, the Notes
and any other Financing Agreement (including, but not limited to, obligations
with respect to principal, interest, Make-Whole Amount, and fees and
obligations of the Company under Section 15 hereof).


“Hedging Agreement” means any
agreement with respect to an interest rate swap, collar, cap, floor or forward
rate agreement, foreign currency agreement or other agreement regarding the
hedging of interest rate risk exposure executed in connection with hedging the
interest rate exposure of any Person, and any confirming letter executed
pursuant to such hedging agreement, all as amended, amended and restated,
supplemented or otherwise modified from time to time.


“Investment” in any Person means
(a) the acquisition (whether for cash, property, services, assumption of
Debt, securities or otherwise) of shares of Capital Stock, bonds, notes,
debentures, partnership, joint ventures or other ownership interests or
securities issued by such Person, (b) any deposit with, or advance, loan or
other extension of credit to, such Person (other than those made in connection
with the purchase of equipment or other assets in the ordinary course of
business) or (c) any other capital contribution to or investment in such
Person including, without limitation, any Support Obligations (including any
support for a letter of credit issued on behalf of such person) incurred for
the benefit of such Person.


“Leverage Ratio” means, as of the
last day of any fiscal quarter, the ratio of (a) Consolidated Funded Debt
on such day to (b) Consolidated EBITDA for the period of four
(4) consecutive fiscal quarters ending as of such day.


“Moody’s” means Moody’s Investors
Service, Inc. or any successor or assignee in the business of rating
securities.


“Obligations” means, in each
case, whether now in existence or hereafter arising:  (a) the principal of, Make-Whole
Amount, if any, and interest on (including interest accruing after the filing
of any bankruptcy or similar petition) the Notes, and (b) all other fees,
commissions, charges, indebtedness, loans, liabilities, financial
accommodations, obligations, covenants and duties owing by an Obligor to any
holders of the Notes, of every kind, nature and description, direct or
indirect, absolute or contingent, due or to become due, contractual or
tortious, liquidated or unliquidated, and whether or not evidenced by any note,
in each case under or in respect of this Agreement, any Note, or any of the
other Financing Agreements.


“Operating Profit” means, as
applied to any Person for any period, the operating revenue of such Person for
such period, less (i) its costs of services for such period and
(ii) its selling, general and administrative costs for such period but
excluding therefrom all extraordinary gains or losses, all as determined and
compute in accordance with GAAP.



 22
 








“Parent” shall mean Equifax Inc.,
a Georgia corporation, or any successor that becomes such in the manner
prescribed in Section 10.4.


“Parent Guaranty” means the
provisions of Section 23 of this Agreement.


“Permitted Securitization Subsidiary”
shall mean any Subsidiary of the Parent that (i) is directly or indirectly
wholly-owned by the Parent, (ii) is formed and operated solely for
purposes of a Permitted Securitization Transaction provided
that such Permitted Securitization Subsidiary may invest up to $3,500,000 in
publicly traded stock of one or more Persons, and (iii) has organizational
documents which limit the permitted activities of such Permitted Securitization
Subsidiary to the acquisition of accounts receivable and related rights from
the Parent or one or more of its Consolidated Subsidiaries or another Permitted
Securitization Subsidiary, the securitization or other financing of such
accounts receivable and related rights and activities necessary or incidental
to the foregoing.


“Permitted Securitization Transaction”
shall mean the transfer by the Parent or one or more of its Consolidated
Subsidiaries of receivables and rights related thereto to one or more  Permitted Securitization Subsidiaries and the
related financing of such receivables and rights related thereto; provided that the aggregate total amount of all Debt
outstanding to third parties under all Permitted Securitization Transactions
shall not exceed $250,000,000 in the aggregate outstanding at any time.


“Real Property” of any Person
shall mean all the right, title and interest of such Person in and to land,
improvement and fixtures, including leaseholds.


“Restricted Investments” means
Investments in joint ventures and other Persons which are not Consolidated
Subsidiaries.  Restricted Investments
shall not include Investments made in the acquisition of a Person which becomes
a Consolidated Subsidiary upon the closing of such acquisition.


“S&P” means Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or any
successor or assignee in the business of rating securities.


“Sale and Leaseback Transaction”
means any direct or indirect arrangement with any Person or to which any such
Person is a party, providing for the leasing to any Obligor or Subsidiary
thereof of any property, whether owned by such Obligor or Subsidiary as of the
date of Closing or later acquired, which has been or is to be sold or
transferred by such Obligor or Subsidiary to such Person or to any other Person
from whom funds have been, or are to be, advanced by such Person on the
security of such property.


“Standard Securitization Undertakings”
shall mean any obligations and undertakings of the Parent and any Consolidated
Subsidiary consisting of representations,



 23
 








warranties, covenants, and indemnities standard in
securitization transactions and related servicing of receivables.


“Support Obligation” means, with
respect to any Person and its Subsidiaries, without duplication, any
obligation, contingent or otherwise, of any such Person pursuant to which such
Person has directly or indirectly guaranteed any Debt of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of any such Person (a) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Debt
(whether arising by virtue of partnership arrangements, by agreement to keep
well, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement condition or otherwise) or (b) entered into
for the purpose of assuring in any other manner the obligee of such Debt of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided that the
term Support Obligation shall not include (i) endorsements for collection
or deposit in the ordinary course of business or (ii) a contractual
commitment by one Person to invest in another Person for so long as such
investment is expected to constitute a Permitted Investment.


“U.S. Subsidiary” means any
Subsidiary which is organized under the laws of the United States of America,
any state thereof, any territory or possession thereof or the District of
Columbia.


(3)           the following definitions are hereby
deleted:


“Consolidated Debt,” “Consolidated Fixed Charges,” “Consolidated
Income Available for Fixed Charges,” “Consolidated Operating Cash Flow,” “Consolidated
Total Assets,” “Disposition,” “Equity Interests,” “Lease Rentals,” “Priority
Debt,” “Consolidated Interest Expense,” “Ratable Portion,” and
“Senior Disposition Indebtedness.”


(4)           The reference to “Company”
in each of the following definitions is hereby amended to read “Parent”:  “Governmental Authority,” “Plan,” “Required Holders,” “Subsidiary,”
and “Wholly-Owned Subsidiary.”


SECTION 2.                                                    CONDITIONS
PRECEDENT.


This Amendment Agreement shall not become effective until, and shall
become effective on, the business day when each of the following conditions
shall have been satisfied:


(a)           Each Noteholder shall have received
this Amendment Agreement, duly executed by the Company and the Parent.


(b)           The Noteholders shall have consented
to this Amendment Agreement as evidenced by their execution hereof.



 24
 








(c)           The representations and warranties of
the Company and the Parent set forth in Section 3 hereof shall be true and
correct as of the date of the execution and delivery of this Amendment
Agreement.


(d)           The Parent and the Company shall have
delivered opinions of counsel reasonably satisfactory to the Noteholders covering
such matters as shall be reasonably requested by the Noteholders.


(e)           Any consents or approvals from any
holder or holders of any outstanding security of the Company or the Parent or
any Subsidiary Guarantor and any amendments of agreements pursuant to which any
securities may have been issued which shall be necessary to permit the
consummation of the transactions contemplated hereby shall have been obtained
and all such consents or amendments shall be reasonably satisfactory in form
and substance to the Holders and their special counsel.


(f)            The Parent shall have paid the fees
and disbursements of the Holders’ special counsel, Chapman and Cutler LLP,
incurred in connection with the negotiation, preparation, execution and
delivery of this Amendment Agreement and the transactions contemplated hereby,
which fees and disbursements are reflected in the statement of such special
counsel delivered to the Parent at the time of the execution and delivery of
this Amendment Agreement.  Upon receipt
of any supplemental statement after the execution of this Amendment Agreement,
the Parent will pay such additional reasonable fees and disbursements of the
holders’ special counsel which were not reflected in its accounting records as
of the time of the delivery of the initial statement of fees and disbursements.


(g)           All corporate and other proceedings
on behalf of the Company and the Parent in connection with the transactions
contemplated by this Amendment Agreement and all documents and instruments
incident to such transactions shall be reasonably satisfactory to you and your
special counsel, and you and your special counsel shall have received all such
counterpart originals or certified or other copies of such documents as you or
they may reasonably request.


SECTION 3.                                                    REPRESENTATIONS
AND WARRANTIES.


The Company and the Parent, jointly and severally, hereby represent and
warrant that as of the date hereof and as of the date of execution and delivery
of this Amendment Agreement:


(a)           This Amendment Agreement and the transactions
contemplated hereby are within the corporate power of the Company and the
Parent and have been duly authorized by all necessary corporate action on the
part of the Company and the Parent.  The
Amendment Agreement has been duly executed and delivered by the Company and the
Parent, and the Amendment Agreement and the Note Agreement as so amended each
constitute the legal, valid and binding obligation of the Company enforceable
in accordance with its terms, except as such enforceability may be limited by
(a) applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the 



 25
 








enforcement of creditors’ rights generally and (b)
general principles of equity (regardless of whether such enforceability is
considered in equity or law).


(b)           The Company represents and warrants
that, after giving effect to this Amendment Agreement, there are no Defaults or
Events of Default under the Note Agreement. 
The Parent represents and warrants that after giving effect to this
Agreement, there are no Defaults (as defined therein) or Events of Default
(as defined therein) under the Bank Credit Agreement as defined in Section 1.13
hereof.


(c)           The execution, delivery and
performance of this Amendment Agreement by the Company and the Parent does not
and will not result in a violation of or default under (A) the certificate
of incorporation or bylaws or other applicable charter documents of the Company
or the Parent, (B) any material agreement to which the Company or the
Parent is a party or by which it is bound or to which the Company or the Parent
or any of its properties is subject, (C) any material order, writ,
injunction or decree binding on the Company or the Parent, or (D) any
material statute, regulation, rule or other law applicable to the Company or
the Parent.


(d)           No authorization, consent, approval,
exemption or action by or notice to or filing with any court or administrative
or governmental body (other than periodic filings with regulatory authorities,
none of which are required to be filed as of the effective date of this
Amendment Agreement) is required in connection with the execution and delivery
by the Company or the Parent of this Amendment Agreement or the consummation by
the Company or the Parent of the transactions contemplated thereby.


(e)           Neither the Company nor the Parent
has paid or agreed to pay any fees or other consideration, or given any
additional security or collateral, or shortened the maturity or average life of
any indebtedness or permanently reduced any borrowing capacity, in each case,
in connection with the obtaining of any consents or approvals in connection
with the transactions contemplated hereby.


(f)            The Parent’s obligations under the
Parent Guaranty will, upon issuance of the Notes, rank at least pari passu, without preference or priority, with all of its
other outstanding unsecured Senior Indebtedness (including, without limitation,
the Bank Credit Agreement).  Each
Subsidiary Guarantor’s obligations under the Subsidiary Guaranty Agreement
will, upon issuance of the Notes and the Subsidiary Guarantee Agreement, rank
at least pari passu, without preference or
priority, with all of its other outstanding unsecured Senior Indebtedness
(including, without limitation, any obligation under or relating to the Bank
Credit Agreement).  Each Person (other
than the Company) which is a borrower, guarantor or other obligor under or
pursuant to the Bank Credit Agreement is a Subsidiary Guarantor under this
Agreement.


(g)           As of the Amendment Effective Date,
there is no fact known to the Company that could reasonably be expected to have
a Material Adverse Effect that has not been set forth herein.



 26
 








SECTION 4.                                                    MISCELLANEOUS.


Section 4.1.           Except as amended herein, all terms
and provisions of the Note Agreement, the Notes and related agreements and
instruments are hereby ratified, confirmed and approved in all respects.


Section 4.2.           This Amendment Agreement and all
covenants herein contained shall be binding upon and inure to the benefit of
the respective successors and assigns of the parties hereunder.  All covenants made by the Company and the
Parent herein shall survive the closing and the delivery of this Amendment
Agreement.


Section 4.3.           This Amendment Agreement  shall be governed by and construed in
accordance with Illinois law.


Section 4.4.           The capitalized terms used in this
Amendment Agreement shall have the respective meanings specified in the Note
Agreement unless otherwise herein defined, or the context hereof shall
otherwise require.



 27
 








IN WITNESS WHEREOF, the
Holders and the Company and the Parent have caused this Amendment Agreement to
be duly executed and delivered as of the date first above written.


	
  

  	
  EQUIFAX INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
          Name:

  
	
   

  	
          Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TALX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
          Name:

  
	
   

  	
          Title:

  



 



 28














Accepted as of the date
first above written.


	
  

  	
  Prudential Retirement
  Insurance and

  
	
   

  	
       Annuity
  Company

  
	
   

  	
   

  
	
   

  	
  By: Prudential
  Investment Management, Inc., 

      as investment manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
      Name:

  	
   

  
	
   

  	
      Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  The Prudential Insurance
  Company of

  America

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
      Name:

  	
   

  
	
   

  	
      Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  MTL INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By: Prudential Private
  Placement Investors, 

          L.P., (as Investment Advisor)

  
	
   

  	
   

  
	
   

  	
  By: Prudential Private
  Placement Investors, 

          Inc. (as its General Partner)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
      Name:

  	
   

  	
   

  
	
   

  	
      Title:

  	
   

  	
   

  
					












 


	
   

  	
  The Guardian Life Insurance Company of

  America

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
      Name:

  	
   

  
	
   

  	
      Title:

  	
   

  
				












 


	
  

  	
  American Investors Life
  Insurance 

  
	
   

  	
  Company

  
	
   

  	
   

  
	
  

  	
  By: Aviva Capital
  Management, Inc., its 

      authorized attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
      Name:

  	
   

  
	
   

  	
      Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERUS LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By: Aviva Capital
  Management, Inc., its 

      authorized attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
      Name:

  	
   

  
	
   

  	
      Title:

  	
   

  
				












REAFFIRMATION
OF AFFILIATE GUARANTORS AND SUBSIDIARY GUARANTORS


The undersigned, in consideration of the execution and delivery of this
Agreement by the Holders, hereby respectively ratify each of the changes set forth
in this Agreement and confirm that the Subsidiary Guarantee Agreement remains
in full force and effect, has not been amended or modified, and constitutes the
legal, valid and binding obligations of each of the Subsidiary Guarantors.


	
  

  	
  TALX UCM Services, Inc.

  
	
   

  	
  TALX Employer Services, LLC

  
	
   

  	
  TALX FasTime Services, Inc.

  
	
   

  	
  TBT Enterprises,
  Incorporated

  
	
   

  	
  UI Advantage, Inc.

  
	
   

  	
  Net Profit, Inc.

  
	
   

  	
  TALX Tax Incentive
  Services, LLC

  
	
   

  	
  Jon-Jay Associates, Inc.

  
	
   

  	
  TALX Tax Credits and
  Incentives, LLC

  
	
   

  	
  Unemployment Services, LLC

  
	
   

  	
  Management Insight
  Incentives, LLC

  
	
   

  	
  Performance Assessment
  Network, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
         Its:

  	
   

  
				












 


	
  Name of Holders

  	
   

  	
  Outstanding Principal Amount

  of Notes Held as of

  June       , 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Prudential Retirement
  Insurance and 

  Annuity Company

  	
   

  	
  $

  	
  24,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The Prudential
  Insurance Company of America

  	
   

  	
  $

  	
  21,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MTL Insurance Company

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The Guardian Life
  Insurance Company of America

  	
   

  	
  $

  	
  18,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  HARE & CO. (as
  nominee of American Investors 

  Life Insurance Company)

  	
   

  	
  $

  	
  6,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  HARE & CO. (as nominee of AmerUs Life 

  Insurance Company)

  	
   

  	
  $

  	
  3,000,000

  	
   

  



 


 


 


SCHEDULE
I


(to Limited
Waiver/Amendment Agreement)











LIENS

(Existing as of the Amendment Effective Date)


 


 


SCHEDULE
10.2(b)


(to Limited
Waiver/Amendment Agreement)











DEBT

(Existing as of the Amendment Effective Date)


Debt obligations of
Equifax Plc incurred pursuant to the Bank Credit Agreement


 


 


SCHEDULE
10.3(b)


(to Limited
Waiver/Amendment Agreement)