EXHIBIT 4.1


TALX Corporation Note Purchase
Agreement




 





TALX CORPORATION


$75,000,000 6.89% Senior Guaranteed
Notes due May 25, 2014


NOTE PURCHASE AGREEMENT


Dated as of May 25, 2006




 














TABLE OF
CONTENTS


	
  SECTION

  	
   

  	
  HEADING

  	
   

  	
  PAGE

  
	
  SECTION 1.

  	
  AUTHORIZATION OF
  NOTES

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  SALE AND
  PURCHASE OF NOTES

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  CLOSING

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  CONDITIONS TO
  CLOSING

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.1.

  	
  Representations
  and Warranties

  	
   

  	
  2

  
	
   

  	
  Section 4.2.

  	
  Performance; No
  Default

  	
   

  	
  2

  
	
   

  	
  Section 4.3.

  	
  Compliance
  Certificates

  	
   

  	
  2

  
	
   

  	
  Section 4.4.

  	
  Opinions of
  Counsel

  	
   

  	
  2

  
	
   

  	
  Section 4.5.

  	
  Purchase
  Permitted by Applicable Law, Etc

  	
   

  	
  2

  
	
   

  	
  Section 4.6.

  	
  Sale of Other
  Notes

  	
   

  	
  2

  
	
   

  	
  Section 4.7.

  	
  Payment of
  Special Counsel Fees

  	
   

  	
  2

  
	
   

  	
  Section 4.8.

  	
  Private
  Placement Number

  	
   

  	
  2

  
	
   

  	
  Section 4.9.

  	
  Changes in
  Limited Liability Company or Corporate Structure

  	
   

  	
  3

  
	
   

  	
  Section 4.10.

  	
  Funding
  Instructions

  	
   

  	
  3

  
	
   

  	
  Section 4.11.

  	
  Proceedings and
  Documents

  	
   

  	
  3

  
	
   

  	
  Section 4.12.

  	
  Bank Credit
  Agreement

  	
   

  	
  3

  
	
   

  	
  Section 4.13.

  	
  Subsidiary
  Guarantee Agreement

  	
   

  	
  3

  
	
   

  	
  Section 4.14.

  	
  Intercreditor
  Agreement

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE COMPANY

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 5.1.

  	
  Organization;
  Power and Authority

  	
   

  	
  3

  
	
   

  	
  Section 5.2.

  	
  Authorization,
  Etc

  	
   

  	
  3

  
	
   

  	
  Section 5.3.

  	
  Disclosure

  	
   

  	
  3

  
	
   

  	
  Section 5.4.

  	
  Organization and
  Ownership of Shares of Subsidiaries

  	
   

  	
  4

  
	
   

  	
  Section 5.5.

  	
  Financial
  Statements; Material Liabilities

  	
   

  	
  4

  
	
   

  	
  Section 5.6.

  	
  Compliance with
  Laws, Other Instruments, Etc

  	
   

  	
  4

  
	
   

  	
  Section 5.7.

  	
  Governmental
  Authorizations, Etc

  	
   

  	
  5

  
	
   

  	
  Section 5.8.

  	
  Litigation;
  Observance of Agreements, Statutes and Orders

  	
   

  	
  5

  
	
   

  	
  Section 5.9.

  	
  Taxes

  	
   

  	
  5

  
	
   

  	
  Section 5.10.

  	
  Title to
  Property; Leases

  	
   

  	
  5

  
	
   

  	
  Section 5.11.

  	
  Licenses,
  Permits, Etc

  	
   

  	
  5

  
	
   

  	
  Section 5.12.

  	
  Compliance with
  ERISA

  	
   

  	
  5

  
	
   

  	
  Section 5.13.

  	
  Private Offering
  by the Company

  	
   

  	
  6

  
	
   

  	
  Section 5.14.

  	
  Use of Proceeds;
  Margin Regulations

  	
   

  	
  6

  
	
   

  	
  Section 5.15.

  	
  Existing
  Indebtedness; Future Lien

  	
   

  	
  6

  
	
   

  	
  Section 5.16.

  	
  Foreign Assets
  Control Regulations, Etc

  	
   

  	
  7

  
	
   

  	
  Section 5.17.

  	
  Status under
  Certain Statutes

  	
   

  	
  7

  
	
   

  	
  Section 5.18.

  	
  Environmental
  Matters

  	
   

  	
  7

  
	
   

  	
  Section 5.19.

  	
  Pari Passu
  Ranking

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  REPRESENTATIONS
  OF THE PURCHASER

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.1.

  	
  Purchase for
  Investment

  	
   

  	
  8

  
	
   

  	
  Section 6.2.

  	
  Source of Funds

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  INFORMATION AS
  TO COMPANY

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.1.

  	
  Financial and
  Business Information

  	
   

  	
  9

  
	
   

  	
  Section 7.2.

  	
  Officer's
  Certificate

  	
   

  	
  11

  
	
   

  	
  Section 7.3.

  	
  Visitation

  	
   

  	
  11

  
	
   

  	
  Section 7.4.

  	
  Limitation on
  Disclosure Obligation

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  PAYMENT AND
  PREPAYMENT OF THE NOTES

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.1.

  	
  Required
  Prepayments

  	
   

  	
  12

  
	
   

  	
  Section 8.2.

  	
  Optional
  Prepayments with Make-Whole Amount

  	
   

  	
  12

  
	
   

  	
  Section 8.3.

  	
  Prepayment of
  Notes Upon Change of Control

  	
   

  	
  12

  
	
   

  	
  Section 8.4.

  	
  Allocation of
  Partial Prepayments

  	
   

  	
  13

  
	
   

  	
  Section 8.5.

  	
  Maturity;
  Surrender, Etc

  	
   

  	
  13

  
	
   

  	
  Section 8.6.

  	
  Purchase of
  Notes

  	
   

  	
  13

  
	
   

  	
  Section 8.7.

  	
  Make-Whole
  Amount

  	
   

  	
  13

  
	
   

  	
  Section 8.8.

  	
  Prepayment in
  Connection with Sales of Assets

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  AFFIRMATIVE
  COVENANTS

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.1.

  	
  Compliance with
  Law

  	
   

  	
  14

  
	
   

  	
  Section 9.2.

  	
  Insurance

  	
   

  	
  15

  



 











 


	
  

  	
  Section 9.3.

  	
  Maintenance of
  Properties

  	
   

  	
  15

  
	
   

  	
  Section 9.4.

  	
  Payment of Taxes
  and Claims

  	
   

  	
  15

  
	
   

  	
  Section 9.5.

  	
  Limited
  Liability Company and Corporate Existence, Etc

  	
   

  	
  15

  
	
   

  	
  Section 9.6.

  	
  Books and
  Records

  	
   

  	
  15

  
	
   

  	
  Section 9.7.

  	
  Additional
  Subsidiary Guarantors

  	
   

  	
  15

  
	
   

  	
  Section 9.8.

  	
  Release of
  Subsidiary Guarantors

  	
   

  	
  16

  
	
   

  	
  Section 9.9.

  	
  Pari Passu
  Ranking

  	
   

  	
  16

  
	
   

  	
  Section 9.10.

  	
  Additional
  Interest

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  NEGATIVE
  COVENANTS

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 10.1.

  	
  Transactions
  with Affiliates

  	
   

  	
  16

  
	
   

  	
  Section 10.2.

  	
  Consolidated Net
  Worth

  	
   

  	
  16

  
	
   

  	
  Section 10.3.

  	
  Consolidated
  Debt Coverage

  	
   

  	
  16

  
	
   

  	
  Section 10.4.

  	
  Fixed Charge
  Coverage

  	
   

  	
  17

  
	
   

  	
  Section 10.5.

  	
  Priority Debt

  	
   

  	
  17

  
	
   

  	
  Section 10.6.

  	
  Liens

  	
   

  	
  17

  
	
   

  	
  Section 10.7.

  	
  Merger,
  Consolidation, Etc

  	
   

  	
  18

  
	
   

  	
  Section 10.8.

  	
  Sale of Assets

  	
   

  	
  19

  
	
   

  	
  Section 10.9.

  	
  Subsidiary
  Indebtedness

  	
   

  	
  19

  
	
   

  	
  Section 10.10.

  	
  Nature of
  Business

  	
   

  	
  20

  
	
   

  	
  Section 10.11.

  	
  Terrorism
  Sanctions Regulations

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
  EVENTS OF
  DEFAULT

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
  REMEDIES ON
  DEFAULT, ETC

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 12.1.

  	
  Acceleration

  	
   

  	
  22

  
	
   

  	
  Section 12.2.

  	
  Other Remedies

  	
   

  	
  22

  
	
   

  	
  Section 12.3.

  	
  Rescission

  	
   

  	
  22

  
	
   

  	
  Section 12.4.

  	
  No Waivers or
  Election of Remedies, Expenses, Etc

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
  REGISTRATION;
  EXCHANGE; SUBSTITUTION OF NOTES

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 13.1.

  	
  Registration of
  Notes

  	
   

  	
  23

  
	
   

  	
  Section 13.2.

  	
  Transfer and
  Exchange of Notes

  	
   

  	
  23

  
	
   

  	
  Section 13.3.

  	
  Replacement of
  Notes

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 14.

  	
  PAYMENTS ON
  NOTES

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 14.1.

  	
  Place of Payment

  	
   

  	
  23

  
	
   

  	
  Section 14.2.

  	
  Home Office
  Payment

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 15.

  	
  EXPENSES, ETC

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 15.1.

  	
  Transaction
  Expenses

  	
   

  	
  24

  
	
   

  	
  Section 15.2.

  	
  Survival

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 16.

  	
  SURVIVAL OF
  REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 17.

  	
  AMENDMENT AND
  WAIVER

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 17.1.

  	
  Requirements

  	
   

  	
  25

  
	
   

  	
  Section 17.2.

  	
  Solicitation of
  Holders of Notes

  	
   

  	
  25

  
	
   

  	
  Section 17.3.

  	
  Binding Effect,
  etc

  	
   

  	
  25

  
	
   

  	
  Section 17.4.

  	
  Notes Held by
  Company, Etc

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 18.

  	
  NOTICES

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 19.

  	
  REPRODUCTION OF
  DOCUMENTS

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 20.

  	
  CONFIDENTIAL
  INFORMATION

  	
   

  	
  26

  
	
  SECTION 21.

  	
  SUBSTITUTION OF
  PURCHASER

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 22.

  	
  MISCELLANEOUS

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 22.1.

  	
  Successors and
  Assigns

  	
   

  	
  27

  
	
   

  	
  Section 22.2.

  	
  Payments Due on
  Non-Business Days

  	
   

  	
  27

  
	
   

  	
  Section 22.3.

  	
  Accounting Terms

  	
   

  	
  27

  
	
   

  	
  Section 22.4.

  	
  Severability

  	
   

  	
  27

  
	
   

  	
  Section 22.5.

  	
  Construction,
  Etc

  	
   

  	
  28

  
	
   

  	
  Section 22.6.

  	
  Counterparts

  	
   

  	
  28

  
	
   

  	
  Section 22.7.

  	
  Governing Law

  	
   

  	
  28

  
	
   

  	
  Section 22.8.

  	
  Jurisdiction and
  Process; Waiver of Jury Trial

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  	
   

  
						



 











 


	
  SCHEDULE A

  	
  —

  	
  INFORMATION RELATING TO PURCHASERS

  
	
   

  	
   

  	
   

  
	
  SCHEDULE B

  	
  —

  	
  DEFINED TERMS

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4.9

  	
  —

  	
  Changes in Corporate Structure

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5.3

  	
  —

  	
  Disclosure Materials

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5.4

  	
  —

  	
  Subsidiaries of the Company and Ownership of
  Subsidiary Stock

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5.5

  	
  —

  	
  Financial Statements

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5.15

  	
  —

  	
  Existing Indebtedness

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 1

  	
  —

  	
  Form of 6.89% Senior Guaranteed Note due May 25,
  2014

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 4.4(a)

  	
  —

  	
  Form of Opinion of Special Counsel for the Obligors

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 4.4(b)

  	
  —

  	
  Form of Opinion of Special Counsel for the
  Purchasers

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 4.13

  	
  —

  	
  Form of Subsidiary Guarantee Agreement

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 4.14

  	
  —

  	
  Form of Intercreditor Agreement

  



 


 
















TALX
CORPORATION

11432 LACKLAND ROAD

ST. LOUIS, MO 63146


$75,000,000 6.89% Senior Guaranteed
Notes due May 25, 2014


As of May 25, 2006


TO
EACH OF THE PURCHASERS LISTED IN

SCHEDULE A HERETO:


Ladies and
Gentlemen:


TALX Corporation,
a Missouri corporation (the “Company”) agrees with each of the purchasers whose
names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”)
as follows:


SECTION 1.
AUTHORIZATION OF NOTES.


The Company will
authorize the issue and sale of $75,000,000 aggregate principal amount of its
6.89% Senior Guaranteed Notes due May 25, 2014 (the “Notes,” such term to
include any such notes issued in substitution therefor pursuant to Section 13).
The Notes shall be substantially in the form set out in Exhibit 1. Certain
capitalized and other terms used in this Agreement are defined in Schedule B;
and references to a “Schedule” or an “Exhibit” are, unless otherwise specified,
to a Schedule or an Exhibit attached to this Agreement.


SECTION 2. SALE
AND PURCHASE OF NOTES.


Subject to the
terms and conditions of this Agreement, the Company will issue and sell to each
Purchaser and each Purchaser will purchase from the Company, at the Closing
provided for in Section 3, Notes in the principal amount specified opposite
such Purchaser’s name in Schedule A at the purchase price of 100% of the
principal amount thereof. The Purchasers’ obligations hereunder are several and
not joint obligations and no Purchaser shall have any liability to any Person
for the performance or non-performance of any obligation by any other Purchaser
hereunder.


Payment of the
principal of or Make-Whole Amount if any and interest on the Notes and the
other amounts owing hereunder and under the other Financing Agreements shall be
unconditionally guaranteed, jointly and severally, by the Subsidiary Guarantors
pursuant to the Subsidiary Guarantee Agreement.


TALX Corporation Note Purchase
Agreement


SECTION 3.
CLOSING.


The sale and
purchase of the Notes to be purchased by each Purchaser shall occur at the
offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois
60603, at 10:00 a.m., Chicago time, at a closing (the “Closing”) on May 25,
2006 or on such other Business Day thereafter as may be agreed upon by the
Company and the Purchasers. At the Closing the Company will deliver to each
Purchaser the Notes to be purchased by such Purchaser in the form of a single
Note (or such greater number of Notes in denominations of at least $100,000 as
such Purchaser may request) dated the date of the Closing and registered in
such Purchaser’s name (or in the name of its nominee), against delivery by such
Purchaser to the Company or its order of immediately available funds in the
amount of the purchase price therefor by wire transfer of immediately available
funds for the account of the Company to account number 5800404260 at LaSalle
Bank National Association, ABA number 071000505. If at the Closing the Company
shall fail to tender such Notes to any Purchaser as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not have been
fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights such Purchaser may have by reason of such failure or
such nonfulfillment.



 1
 









SECTION 4. CONDITIONS TO CLOSING.


Each Purchaser’s
obligation to purchase and pay for the Notes to be sold to such Purchaser at
the Closing is subject to the fulfillment to such Purchaser’s satisfaction,
prior to or at the Closing, of the following conditions:


Section 4.1.
Representations and Warranties. The representations and warranties of the
Obligors in the Financing Agreements to which they are a party shall be correct
when made and at the time of the Closing.


Section 4.2.
Performance; No Default. The Obligors shall have performed and complied with
all agreements and conditions contained in this Agreement and the other
Financing Agreements to which they are a party required to be performed or
complied with by each of them prior to or at the Closing and after giving
effect to the issue and sale of the Notes (and the application of the proceeds
thereof as contemplated by Section 5.14) no Default or Event of Default shall
have occurred and be continuing. Neither any Obligor nor any Subsidiary shall
have entered into any transaction since the date of the Memorandum that would
have been prohibited by Section 10 had such Section applied since such date.


Section 4.3.
Compliance Certificates.


(a) Officer’s
Certificate. Each Obligor shall have delivered to such Purchaser an Officer’s
Certificate, dated the date of the Closing, certifying that the conditions
specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.


(b) Secretary’s
Certificate. Each Obligor shall have delivered to such Purchaser a certificate
of its Secretary or Assistant Secretary, dated the date of Closing, certifying
as to the resolutions attached thereto and other limited liability company or
corporate proceedings relating to the authorization, execution and delivery of
the Financing Agreements to which it is a party.


Section 4.4.
Opinions of Counsel. Such Purchaser shall have received opinions in form and
substance satisfactory to such Purchaser, dated the date of the Closing (a)
from Bryan Cave LLP, special counsel for the Obligors, covering the matters set
forth in Exhibit 4.4(a) and covering such other matters incident to the
transactions contemplated hereby as such Purchaser or its counsel may
reasonably request (and the Obligors hereby instruct such counsel to deliver
such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the
Purchasers’ special counsel in connection with such transactions, substantially
in the form set forth in Exhibit 4.4(b) and covering such other matters incident
to such transactions as such Purchaser may reasonably request.


Section 4.5.
Purchase Permitted by Applicable Law, Etc. On the date of the Closing the
Purchaser’s purchase of Notes shall (a) be permitted by the laws and
regulations of each jurisdiction to which such Purchaser is subject, without
recourse to provisions (such as section 1405(a)(8) of the New York Insurance
Law) permitting limited investments by insurance companies without restriction
as to the character of the particular investment, (b) not violate any
applicable law or regulation (including, without limitation, Regulation T, U or
X of the Board of Governors of the Federal Reserve System) and (c) not subject
such Purchaser to any tax, penalty or liability under or pursuant to any
applicable law or regulation, which law or regulation was not in effect on the
date hereof. If requested by such Purchaser, such Purchaser shall have received
an Officer’s Certificate certifying as to such matters of fact as such
Purchaser may reasonably specify to enable such Purchaser to determine whether
such purchase is so permitted.


Section 4.6. Sale
of Other Notes. Contemporaneously with the Closing, the Company shall sell to
each other Purchaser, and each other Purchaser shall purchase, the Notes to be
purchased by it at the Closing as specified in Schedule A.


Section 4.7.
Payment of Special Counsel Fees. Without limiting the provisions of Section
15.1, the Company shall have paid on or before the Closing the reasonable fees,
charges and disbursements of the Purchasers’ special counsel referred to in
Section 4.4 to the extent reflected in a statement of such counsel rendered to
the Company at least one Business Day prior to the Closing.


Section 4.8.
Private Placement Number. A Private Placement Number issued by Standard &
Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation
Office of the National Association of Insurance Commissioners) shall have been
obtained for the Notes.



 2
 









Section 4.9. Changes in Limited Liability Company or
Corporate Structure. Except as specified in Schedule 4.9, no Obligor shall have
changed its jurisdiction of incorporation or organization, as applicable, or
been a party to any merger or consolidation or succeeded to all or any
substantial part of the liabilities of any other entity, at any time following
the date of the most recent financial statements referred to in Schedule 5.5.


Section 4.10.
Funding Instructions. At least three Business Days prior to the date of such
Closing, each Purchaser shall have received written instructions signed by a
Responsible Officer on letterhead of the Company confirming the information
specified in Section 3 including (i) the name and address of the transferee
bank, (ii) such transferee bank’s ABA number and (iii) the account name and number
into which the purchase price for the Notes is to be deposited.


Section 4.11.
Proceedings and Documents. All limited liability company or corporate and other
proceedings in connection with the transactions contemplated by the Financing
Agreements and all documents and instruments incident to such transactions
shall be reasonably satisfactory to such Purchaser and its special counsel, and
such Purchaser and its special counsel shall have received all such counterpart
originals or certified or other copies of such documents as such Purchaser or
such special counsel may reasonably request.


Section 4.12. Bank
Credit Agreement. The Company shall have delivered evidence reasonably
satisfactory to each of the Purchasers that all security interests in the property
of the Obligors securing the Bank Credit Agreement shall have been released
and, after giving effect to the application of the proceeds of the Notes, the
availability under the Bank Credit Agreement shall have been reduced to
$150,000,000 or less.


Section 4.13.
Subsidiary Guarantee Agreement. Each Subsidiary Guarantor shall have executed
and delivered (and each Purchaser shall have received an original copy thereof)
a Subsidiary Guarantee Agreement, and the Subsidiary Guarantee Agreement shall
be in full force and effect.


Section 4.14.
Intercreditor Agreement. The Intercreditor Agreement shall have been executed
and delivered by each of the parties thereto.


SECTION 5.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


The Company
represents and warrants to each Purchaser that:


Section 5.1.
Organization; Power and Authority. The Company is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and is duly qualified as a foreign corporation and is in good
standing in each jurisdiction in which such qualification is required by law,
other than those jurisdictions as to which the failure to be so qualified or in
good standing could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. The Company has the corporate power
and authority to own or hold under lease the properties it purports to own or
hold under lease, to transact the business it transacts and proposes to
transact, to execute and deliver the Financing Agreements to which it is a
party, and to perform the provisions thereof.


Section 5.2.
Authorization, Etc. The Financing Agreements to which the Company is a party
have been duly authorized by all necessary corporate action on the part of the
Company, and this Agreement, and upon execution and delivery thereof each Note
and other Financing Agreement to which the Company is a party, will constitute,
a legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors’ rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


Section 5.3.
Disclosure. The Company, through its agent, LaSalle Debt Capital Markets has
delivered to each Purchaser a copy of a Private Placement Memorandum, dated
April, 2006 (including the documents incorporated by reference therein, the “Memorandum”),
relating to the transactions contemplated hereby. The Memorandum fairly
describes, in all material respects, the general nature of the business and
principal properties of the Company and its Subsidiaries. Except as disclosed
in Schedule 5.3, this Agreement, the Memorandum, the documents, certificates or
other writings identified in Schedule 5.3 by or on behalf of the Company in
connection with the transactions contemplated hereby and the financial
statements listed in Schedule 5.5, in each case, delivered to the Purchasers
prior to May 8, 2006 (this Agreement, the Memorandum and such documents,
certificates or other writings and such



 3
 









financial statements being referred to, collectively,
as the “Disclosure Documents”), taken as a whole, do not contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein not misleading in light of the circumstances under
which they were made. Except as disclosed in Schedule 5.3 and the Disclosure
Documents, since March 31, 2005, there has been no change in the financial
condition, operations, business, properties or prospects of the Company or any
Subsidiary except changes that individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect. 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 or in the Disclosure
Documents.


Section 5.4.
Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains
(except as noted therein) a complete and correct list of the Company’s
Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction
of its organization, and the percentage of shares of each class of its capital
stock or similar equity interests outstanding owned by the Company and each
other Subsidiary and whether such Subsidiary will on the date of the Closing be
a Subsidiary Guarantor.


(b) All of the
outstanding shares of capital stock or similar equity interests of each
Subsidiary shown in Schedule 5.4 as being owned by the Company and its
Subsidiaries have been validly issued, are fully paid and nonassessable and are
owned by the Company or another Subsidiary free and clear of any Lien (except
as otherwise disclosed in Schedule 5.4).


(c) Each
Subsidiary identified in Schedule 5.4 is a limited liability company,
corporation or other legal entity duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, and is duly
qualified as a foreign limited liability company, corporation or other legal
entity and is in good standing in each jurisdiction in which such qualification
is required by law, other than those jurisdictions as to which the failure to
be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Each such
Subsidiary has the limited liability company, corporate or other power and
authority to own or hold under lease the properties it purports to own or hold
under lease and to transact the business it transacts and proposes to transact.


(d) No Subsidiary
is a party to, or otherwise subject to any legal, regulatory, contractual or
other restriction (other than the Financing Agreements and customary
limitations imposed by corporate law or similar statutes) restricting the
ability of such Subsidiary to pay dividends out of profits or make any other similar
distributions of profits to the Company or any of its Subsidiaries that owns
outstanding shares of capital stock or similar equity interests of such
Subsidiary.


Section 5.5.
Financial Statements; Material Liabilities. The Company has delivered to each
Purchaser copies of the consolidated financial statements of the Company and
its Subsidiaries listed on Schedule 5.5. All of said financial statements
(including in each case the related schedules and notes) fairly present in all
material respects the consolidated financial position of the Company and its
Subsidiaries, as of the respective dates specified in such Schedule and the
consolidated results of their operations and cash flows for the respective
periods so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set forth in the
notes thereto (subject, in the case of any interim financial statements, to
normal year-end adjustments and the absence of footnotes). The Company and its
Subsidiaries do not have any Material liabilities that are not disclosed on
such financial statements or otherwise disclosed in the Disclosure Documents.


Section 5.6.
Compliance with Laws, Other Instruments, Etc. The execution, delivery and
performance by the Company of the Financing Agreements to which it is a party
will not (i) contravene, result in any breach of, or constitute a default
under, or result in the creation of any Lien in respect of any property of the
Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan,
purchase or credit agreement, Material lease, limited liability company or
corporate charter or operating agreement or by-laws, or any other Material
agreement or instrument to which the Company or any Subsidiary is bound or by
which the Company or any Subsidiary or any of their respective properties may
be bound or affected, (ii) conflict with or result in a breach of any of the
terms, conditions or provisions of any order, judgment, decree, or ruling of
any court, arbitrator or Governmental Authority applicable to the Company or
any Subsidiary or (iii) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to the Company or any
Subsidiary.



 4
 









Section 5.7. Governmental Authorizations, Etc. No
consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution,
delivery or performance by the Company of the Financing Agreements to which it is
a party (other than the filing of a form 8-K with the SEC disclosing the
Company’s entry into this Agreement).


Section 5.8.
Litigation; Observance of Agreements, Statutes and Orders.

(a) There are no actions, suits, investigations or proceedings pending or, to
the knowledge of the Company, threatened against or affecting the Company or
any Subsidiary or any property of the Company or any Subsidiary in any court or
before any arbitrator of any kind or before or by any Governmental Authority
that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.


(b) Neither the
Company nor any Subsidiary is in default under any term of any agreement or
instrument to which it is a party or by which it is bound, or any order, judgment,
decree or ruling of any court, arbitrator or Governmental Authority or is in
violation of any applicable law, ordinance, rule or regulation (including
without limitation Environmental Laws or the USA Patriot Act) of any
Governmental Authority, which default or violation, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.


Section 5.9.
Taxes. The Company and its Subsidiaries have filed all tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown
to be due and payable on such returns and all other taxes and assessments
levied upon them or their properties, assets, income or franchises, to the
extent such taxes and assessments have become due and payable and before they
have become delinquent, except for any taxes and assessments (i) the amount of
which is not individually or in the aggregate Material or (ii) the amount,
applicability or validity of which is currently being contested in good faith
by appropriate proceedings and with respect to which the Company or any of its
Subsidiaries, as the case may be, has established adequate reserves in
accordance with GAAP. The Company does not know of any basis for any other tax
or assessment that could reasonably be expected to have a Material Adverse
Effect. The charges, accruals and reserves on the books of the Company and its
Subsidiaries in respect of Federal, state or other taxes for all fiscal periods
are adequate in all Material respects. The Federal income tax liabilities of
the Company and its Subsidiaries have been finally determined (whether by
reason of completed audits or the statute of limitations having run) for all
fiscal years up to and including the fiscal year ended March 31, 2001.


Section 5.10.
Title to Property; Leases. The Company and its Subsidiaries have good and
sufficient title to their respective properties that individually or in the
aggregate are Material, including all such properties reflected in the most
recent audited balance sheet referred to in Section 5.5 or purported to have
been acquired by the Company or any Subsidiary after said date (except as sold
or otherwise disposed of in the ordinary course of business), in each case free
and clear of Liens prohibited by the Financing Agreements. All Material leases
are valid and subsisting and are in full force and effect in all material
respects.


Section 5.11.
Licenses, Permits, Etc. (a) Except as set forth in Schedule 5.11, the Company
and its Subsidiaries own or possess all licenses, permits, franchises,
authorizations, patents, copyrights, proprietary software, service marks,
trademarks and trade names, or rights thereto, that individually or in the
aggregate are Material, without known conflict with the rights of others.


(b) To the best
knowledge of the Company, no product of the Company or any of its Subsidiaries
infringes in any material respect any license, permit, franchise,
authorization, patent, copyright, proprietary software, service mark,
trademark, trade name or other right owned by any other Person.


(c) To the best
knowledge of the Company, there is no Material violation by any Person of any
right of the Company or any of its Subsidiaries with respect to any patent,
copyright, proprietary software, service mark, trademark, trade name or other
right owned or used by the Company or any of its Subsidiaries.


Section 5.12.
Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated
and administered each Plan in compliance with all applicable laws except for
such instances of noncompliance as have not resulted in and could not
reasonably be expected to result in a Material Adverse Effect. Neither the
Company nor any ERISA Affiliate has incurred any liability pursuant to Title I
or IV of ERISA or the penalty or excise tax provisions of the Code relating to
employee benefit plans (as defined in section 3 of ERISA), and no event,
transaction or condition



 5
 









has occurred or exists that could reasonably be
expected to result in the incurrence of any such liability by the Company or
any ERISA Affiliate, or in the imposition of any Lien on any of the rights,
properties or assets of the Company or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions
or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other
than such liabilities or Liens as would not be individually or in the aggregate
Material.


(b) The present
value of the aggregate benefit liabilities under each of the Plans (other than
Multiemployer Plans), determined as of the end of such Plan’s most recently
ended plan year on the basis of the actuarial assumptions specified for funding
purposes in such Plan’s most recent actuarial valuation report, did not exceed
the aggregate current value of the assets of such Plan allocable to such
benefit liabilities by more than $1,000,000 in the case of any single Plan and
by more than $1,000,000 in the aggregate for all Plans. The term “benefit
liabilities” has the meaning specified in section 4001 of ERISA and the terms “current
value” and “present value” have the meaning specified in section 3 of ERISA.


(c) The Company
and its ERISA Affiliates have not incurred withdrawal liabilities (and are not
subject to contingent withdrawal liabilities) under section 4201 or 4204 of
ERISA in respect of Multiemployer Plans that individually or in the aggregate
are Material.


(d) The expected
postretirement benefit obligation (determined as of the last day of the Company’s
most recently ended fiscal year in accordance with Financial Accounting
Standards Board Statement No. 106, without regard to liabilities attributable
to continuation coverage mandated by section 4980B of the Code) of the Company
and its Subsidiaries is not Material.


(e) The execution
and delivery of this Agreement and the issuance and sale of the Notes hereunder
will not involve any transaction that is subject to the prohibitions of section
406 of ERISA or in connection with which a tax could be imposed pursuant to
section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to
each Purchaser in the first sentence of this Section 5.12(e) is made in
reliance upon and subject to the accuracy of such Purchaser’s representation in
Section 6.2 as to the sources of the funds used to pay the purchase price of
the Notes to be purchased by such Purchaser.


Section 5.13.
Private Offering by the Company. Neither the Company nor anyone acting on its
behalf has offered the Notes or the Subsidiary Guarantee Agreement or any
similar securities for sale to, or solicited any offer to buy any of the same
from, or otherwise approached or negotiated in respect thereof with, any person
other than the Purchasers and not more than twenty-six (26) other Institutional
Investors, each of which has been offered the Notes and the Subsidiary
Guarantee Agreement at a private sale for investment. Neither the Company nor
anyone acting on its behalf has taken, or will take, any action that would
subject the issuance or sale of the Notes and the Subsidiary Guarantee
Agreement to the registration requirements of Section 5 of the Securities Act
or to the registration requirements of any securities or blue sky laws of any
applicable jurisdiction.


Section 5.14. Use
of Proceeds; Margin Regulations. The Company will apply the proceeds of the
sale of the Notes to repay amounts outstanding under the Bank Credit Agreement
and for other general corporate purposes of the Company and its Subsidiaries.
No part of the proceeds from the sale of the Notes hereunder will be used,
directly or indirectly, for the purpose of buying or carrying any margin stock
in violation of Regulation U of the Board of Governors of the Federal Reserve
System (12 CFR 221), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve the Company in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). Margin stock does not
constitute more than 1.0% of the value of the consolidated assets of the
Company and its Subsidiaries and the Company does not have any present
intention that margin stock will constitute more than 5.0% of the value of such
assets. As used in this Section, the terms “margin stock” and “purpose of
buying or carrying” shall have the meanings assigned to them in said Regulation
U.


Section 5.15.
Existing Indebtedness; Future Liens. (a) Schedule 5.15 sets forth a complete
and correct list of all outstanding Indebtedness of the Company and its
Subsidiaries as of the date of Closing (including a description of the obligors
and obligees, principal amount outstanding and collateral therefor, if any, and
Guaranty thereof, if any), since which date there has been no Material change
in the amounts, interest rates, sinking funds, installment payments or
maturities of the Indebtedness of the Company or its Subsidiaries. Neither the
Company nor any Subsidiary is in default and no waiver of default is currently
in effect, in the payment of any principal or interest on any Indebtedness of
the Company or such Subsidiary and no event or condition exists with respect to
any



 6
 









Indebtedness of the Company or any Subsidiary that
would permit (or that with notice or the lapse of time, or both, would permit)
one or more Persons to cause such Indebtedness to become due and payable before
its stated maturity or before its regularly scheduled dates of payment.


(b) Except as
disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed
or consented to cause or permit in the future (upon the happening of a
contingency or otherwise) any of its property, whether now owned or hereafter
acquired, to be subject to a Lien not permitted by Section 10.6.


(c) Neither the
Company nor any Subsidiary is a party to, or otherwise subject to any provision
contained in, any instrument evidencing Indebtedness of the Company or such
Subsidiary, any agreement relating thereto or any other agreement (including,
but not limited to, its charter or other organizational document) which limits
the amount of, or otherwise imposes restrictions on the incurring of,
Indebtedness of the Company, except as specifically indicated in Schedule 5.15.


Section 5.16.
Foreign Assets Control Regulations, Etc. (a) Neither the sale of the Notes by
the Company hereunder nor the guaranty of the obligations of the Company
thereunder by the Subsidiary Guarantors under the Subsidiary Guarantee
Agreement nor their use of the proceeds thereof will violate the Trading with
the Enemy Act, as amended, or any of the foreign assets control regulations of
the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) or any enabling legislation or executive order relating thereto.


(b) Neither the
Company nor any Subsidiary (i) is a Person described or designated in the
Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii)
engages in any dealings or transactions with any such Person. The Company and
its Subsidiaries are in compliance, in all material respects, with the USA
Patriot Act.


(c) No part of the
proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office,
or anyone else acting in an official capacity, in order to obtain, retain or
direct business or obtain any improper advantage, in violation of the United
States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases
that such Act applies to the Company.


Section 5.17.
Status under Certain Statutes. Neither the Company nor any Subsidiary is
subject to regulation under the Investment Company Act of 1940, as amended, the
Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act
of 1995, as amended, or the Federal Power Act, as amended.


Section 5.18.
Environmental Matters. (a) Neither the Company nor any Subsidiary has knowledge
of any claim or has received any notice of any claim, and no proceeding has
been instituted raising any claim against the Company or any of its
Subsidiaries or any of their respective real properties now or formerly owned,
leased or operated by any of them or other assets, alleging any damage to the
environment or violation of any Environmental Laws, except, in each case, such
as could not reasonably be expected to result in a Material Adverse Effect.


(b) Neither the
Company nor any Subsidiary has knowledge of any facts which would give rise to
any claim, public or private, of violation of Environmental Laws or damage to
the environment emanating from, occurring on or in any way related to real
properties now or formerly owned, leased or operated by any of them or to other
assets or their use, except, in each case, such as could not reasonably be
expected to result in a Material Adverse Effect.


(c) Neither the
Company nor any Subsidiary has stored any Hazardous Materials on real
properties now or formerly owned, leased or operated by any of them and has not
disposed of any Hazardous Materials in a manner contrary to any Environmental
Laws in each case in any manner that could reasonably be expected to result in
a Material Adverse Effect; and


(d) All buildings
on all real properties now owned, leased or operated by the Company or any
Subsidiary are in compliance with applicable Environmental Laws, except where
failure to comply could not reasonably be expected to result in a Material
Adverse Effect.


Section 5.19. Pari
Passu Ranking. The Company’s obligations under the Financing Agreements 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



 7
 









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.


SECTION 6.
REPRESENTATIONS OF THE PURCHASER.


Section 6.1.
Purchase for Investment. Each Purchaser severally represents that it is
purchasing the Notes for its own account or for one or more separate accounts
maintained by such Purchaser or for the account of one or more pension or trust
funds and not with a view to the distribution thereof, provided that the
disposition of such Purchaser’s or their property shall at all times be within
such Purchaser’s or their control. Each Purchaser understands that the Notes
and the Subsidiary Guarantee Agreement have not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions
of the Securities Act or if an exemption from registration is available, except
under circumstances where neither such registration nor such an exemption is
required by law, and that the Obligors are not required to register the Notes
or the Subsidiary Guarantee Agreement. Each Purchaser severally represents that
it (i) is a “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act and (ii) has had the opportunity to ask questions of
the Obligors and has received answers regarding the Company and its
Subsidiaries and the transactions contemplated hereby.


Section 6.2.
Source of Funds. Each Purchaser severally represents that at least one of the
following statements is an accurate representation as to each source of funds
(a “Source”) to be used by such Purchaser to pay the purchase price of the
Notes to be purchased by such Purchaser hereunder:


(a) the Source is
an “insurance company general account” (as the term is defined in the United
States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in
respect of which the reserves and liabilities (as defined by the annual
statement for life insurance companies approved by the National Association of
Insurance Commissioners (the “NAIC Annual Statement”)) for the general account
contract(s) held by or on behalf of any employee benefit plan together with the
amount of the reserves and liabilities for the general account contract(s) held
by or on behalf of any other employee benefit plans maintained by the same
employer (or affiliate thereof as defined in PTE 95-60) or by the same employee
organization in the general account do not exceed 10% of the total reserves and
liabilities of the general account (exclusive of separate account liabilities)
plus surplus as set forth in the NAIC Annual Statement filed with such
Purchaser’s state of domicile; or


(b) the Source is
a separate account that is maintained solely in connection with such Purchaser’s
fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including
any annuitant)) are not affected in any manner by the investment performance of
the separate account; or


(c) the Source is
either (i) an insurance company pooled separate account, within the meaning of
PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the
PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing
pursuant to this clause (c), no employee benefit plan or group of plans maintained
by the same employer or employee organization beneficially owns more than 10%
of all assets allocated to such pooled separate account or collective
investment fund; or


(d) the Source
constitutes assets of an “investment fund” (within the meaning of Part V of PTE
84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset
manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no
employee benefit plan’s assets that are included in such investment fund, when
combined with the assets of all other employee benefit plans established or
maintained by the same employer or by an affiliate (within the meaning of
Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee
organization and managed by such QPAM, exceed 20% of the total client assets
managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption
are satisfied, neither the QPAM nor a person controlling or controlled by the
QPAM (applying the definition of “control” in Section V(e) of the QPAM
Exemption) owns a 5% or more interest in the Company and (i) the identity of
such QPAM and (ii) the names of all employee benefit plans whose assets are
included in such investment fund have been disclosed to the Company in writing
pursuant to this clause (d); or



 8
 









(e) the Source constitutes assets of a “plan(s)”
(within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed
by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the
INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM
Exemption are satisfied, neither the INHAM nor a person controlling or
controlled by the INHAM (applying the definition of “control” in Section IV(d)
of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the
identity of such INHAM and (ii) the name(s) of the employee benefit plan(s)
whose assets constitute the Source have been disclosed to the Company in
writing pursuant to this clause (e); or


(f) the Source is
a governmental plan; or


(g) the Source is
one or more employee benefit plans, or a separate account or trust fund
comprised of one or more employee benefit plans, each of which has been
identified to the Company in writing pursuant to this clause (g); or


(h) the Source
does not include assets of any employee benefit plan, other than a plan exempt
from the coverage of ERISA.


As used in this
Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate
account” shall have the respective meanings assigned to such terms in section 3
of ERISA.


SECTION 7.
INFORMATION AS TO COMPANY.


Section 7.1.
Financial and Business Information. The Company shall deliver to each holder of
Notes that is an Institutional Investor:


(a) Quarterly
Statements — within 60 days (or such shorter period as is 15 days greater than
the period applicable to the filing of the Company’s Quarterly Report on Form
10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is
subject to the filing requirements thereof) after the end of each quarterly
fiscal period in each fiscal year of the Company (other than the last quarterly
fiscal period of each such fiscal year), duplicate copies of,


(i) a consolidated
balance sheet of the Company and its Subsidiaries as at the end of such
quarter, and


(ii) consolidated
statements of income, changes in shareholders’ equity and cash flows of the
Company and its Subsidiaries, for such quarter and (in the case of the second
and third quarters) for the portion of the fiscal year ending with such
quarter, setting forth in each case in comparative form the figures for the
corresponding periods in the previous fiscal year, all in reasonable detail,
prepared in accordance with GAAP applicable to quarterly financial statements
generally, and certified by a Senior Financial Officer as fairly presenting, in
all material respects, the financial position of the companies being reported
on and their results of operations and cash flows, subject to changes resulting
from year-end adjustments; provided that delivery within the time period
specified above of copies of the Company’s Form 10 Q prepared in compliance
with the requirements therefor and filed with the SEC shall be deemed to
satisfy the requirements of this Section 7.1(a), and provided, further, that
the Company shall be deemed to have made such delivery of such Form 10-Q if it
shall have timely made such Form 10-Q available on “EDGAR” and on its home page
on the worldwide web (at the date of this Agreement located at:
http//www.talx.com) and shall have given or caused to be given each Purchaser
notice of such availability on EDGAR and on its home page in connection with
each delivery (such availability and notice thereof being referred to as “Electronic
Delivery”), in which event, the Company shall separately deliver, concurrently
with such Electronic Delivery, the certificate of the Senior Financial Officer.


(b) Annual
Statements — within 105 days (or such shorter period as is 15 days greater than
the period applicable to the filing of the Company’s Annual Report on Form 10-K
(the “Form 10-K”) with the SEC regardless of whether the Company is subject to
the filing requirements thereof) after the end of each fiscal year of the
Company, duplicate copies of


(i) a consolidated
balance sheet of the Company and its Subsidiaries as at the end of such year,
and


(ii) consolidated
statements of income, changes in shareholders’ equity and cash flows of the
Company and its Subsidiaries for such year,



 9
 









setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP, and accompanied by an opinion thereon of independent
public accountants of recognized national standing, which opinion shall state
that such financial statements present fairly, in all material respects, the
financial position of the companies being reported upon and their results of
operations and cash flows and have been prepared in conformity with GAAP, and
that the examination of such accountants in connection with such financial
statements has been made in accordance with generally accepted auditing
standards, and that such audit provides a reasonable basis for such opinion in
the circumstances; provided that the delivery within the time period specified
above of the Company’s Form 10 K for such fiscal year (together with the
Company’s annual report to shareholders, if any, prepared pursuant to Rule
14a-3 under the Exchange Act) prepared in accordance with the requirements
thereof and filed with the SEC shall be deemed to satisfy the requirements of
this Section 7.1(b) and provided, further, that the Company shall be deemed to
have made delivery of such Form 10-K if it shall have timely made Electronic
Delivery thereof;


(c) SEC and Other
Reports — promptly upon their becoming available, one copy of (i) each
financial statement, report, notice or proxy statement sent by the Company or
any Subsidiary to its principal lending banks as a whole (excluding information
sent to such banks in the ordinary course of administration of a bank facility,
such as information relating to pricing and borrowing availability) or to its
public securities holders generally, and (ii) each regular or periodic report,
each registration statement that shall have become effective other than
registration statements on Form S-8 (without exhibits except as expressly
requested by such holder), and each prospectus (other than one relating solely
to employee benefit plans) and all amendments thereto filed by the Company or
any Subsidiary with the SEC and of all press releases and other statements made
available generally by the Company or any Subsidiary to the public concerning
developments that are Material, provided, that the Company shall be deemed to
have made such delivery (including with respect to any exhibits thereto) if it
shall have timely made Electronic Delivery thereof;


(d) Notice of
Default or Event of Default — promptly, and in any event within five days after
a Responsible Officer becoming aware of the existence of any Default or Event
of Default or that any Person has given any notice or taken any action with
respect to a claimed default hereunder or that any Person has given any notice
or taken any action with respect to a claimed default of the type referred to
in Section 11(f), a written notice specifying the nature and period of
existence thereof and what action the Company is taking or proposes to take
with respect thereto;


(e) ERISA Matters
— promptly, and in any event within five days after a Responsible Officer
becoming aware of any of the following, a written notice setting forth the
nature thereof and the action, if any, that the Company or an ERISA Affiliate
proposes to take with respect thereto:


(i) with respect
to any Plan, any reportable event, as defined in section 4043(c) of ERISA and
the regulations thereunder, for which notice thereof has not been waived
pursuant to such regulations as in effect on the date hereof; or


(ii) the taking by
the PBGC of steps to institute, or the threatening by the PBGC of the
institution of, proceedings under section 4042 of ERISA for the termination of,
or the appointment of a trustee to administer, any Plan, or the receipt by the
Company or any ERISA Affiliate of a notice from a Multi-employer Plan that such
action has been taken by the PBGC with respect to such Multi-employer Plan; or


(iii) any event,
transaction or condition that could result in the incurrence of any liability
by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the
penalty or excise tax provisions of the Code relating to employee benefit
plans, or in the imposition of any Lien on any of the rights, properties or
assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA
or such penalty or excise tax provisions, if such liability or Lien, taken
together with any other such liabilities or Liens then existing, could
reasonably be expected to have a Material Adverse Effect;


(f) Notices from
Governmental Authority — promptly, and in any event within 30 days of receipt
thereof, copies of any written notice to the Company or any Subsidiary from any
Federal or state Governmental Authority relating to (i) non-compliance or
alleged non-compliance with any order, ruling, statute or other law or
regulation or (ii) any order, ruling, statute or other law or regulation
outside of the ordinary course of business that, in either case, could
reasonably be expected to have a Material Adverse Effect; and


(g) Requested
Information — with reasonable promptness, such other data and information
relating to the business, operations, affairs, financial condition, assets or
properties of the Company or any of its Subsidiaries or relating to the ability
of any


 



 10















Obligor to perform its obligations under the Financing
Agreements to which it is a party as from time to time may be reasonably
requested by any such holder of Notes.


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 Company was in compliance with the requirements
of Section 10.2 through Section 10.9, 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 Sections, 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 Company 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 Company or any Subsidiary to comply with any
Environmental Law), specifying the nature and period of existence thereof and
what action the Company shall have taken or proposes to take with respect
thereto.


Section 7.3.
Visitation. The Company shall permit the representatives of each holder of
Notes that is an Institutional Investor:


(a) No Default —
if no Default or Event of Default then exists, at the expense of such holder
and upon reasonable prior notice to the Company, to visit the principal
executive office of the Company, to discuss the affairs, finances and accounts
of the Company and its Subsidiaries with the Company’s officers, and (with the
consent of the Company, which consent will not be unreasonably withheld) its
independent public accountants, and (with the consent of the Company, which
consent will not be unreasonably withheld) to visit the other offices and
properties of the Company and each Subsidiary, all at such reasonable times and
as often as may be reasonably requested in writing; and


(b) Default — if a
Default or Event of Default then exists, at the expense of the Company to visit
and inspect any of the offices or properties of the Company or any Subsidiary,
to examine all their respective books of account, records, reports and other
papers, to make copies and extracts therefrom, and to discuss their respective
affairs, finances and accounts with their respective officers and independent
public accountants (and by this provision the Company authorizes said
accountants to discuss the affairs, finances and accounts of the Company and
its Subsidiaries), all at such times and as often as may be requested.


Section 7.4.
Limitation on Disclosure Obligation. The Company shall not be required to
disclose the following information pursuant to Section 7.1(c), 7.1(g) or 7.3:


(a) information
that the Company determines after consultation with counsel qualified to advise
on such matters that, notwithstanding the confidentiality requirements of
Section 20, it would be prohibited from disclosing by applicable law or
regulations without making public disclosure thereof; or


(b) information
that, notwithstanding the confidentiality requirements of Section 20, the Company
is prohibited from disclosing by the terms of an obligation of confidentiality
contained in any agreement with any non-Affiliate binding



 11
 









upon the Company and not entered into in contemplation
of this clause (b), provided that the Company shall use commercially reasonable
efforts to obtain consent from the party in whose favor the obligation of
confidentiality was made to permit the disclosure of the relevant information
and provided further that the Company has received a written opinion of counsel
confirming that disclosure of such information without consent from such other
contractual party would constitute a breach of such agreement.


Promptly after a
request therefor from any holder of Notes that is an Institutional Investor,
the Company will provide such holder with a written opinion of counsel (which
may be addressed to the Company) relied upon as to any requested information
that the Company is prohibited from disclosing to such holder under
circumstances described in this Section 7.4.


SECTION 8. PAYMENT
AND PREPAYMENT OF THE NOTES.


Section 8.1.
Required Prepayments. On May 25, 2010 and on each May 25 thereafter to and
including May 25, 2013 the Company will prepay $15,000,000 principal amount (or
such lesser principal amount as shall then be outstanding) of the Notes at par
and without payment of the Make-Whole Amount or any premium, provided that upon
any partial prepayment of the Notes pursuant to Section 8.2, 8.3 or 8.8, the
principal amount of each required prepayment of the Notes becoming due under
this Section 8.1 on and after the date of such prepayment shall be reduced in
the same proportion as the aggregate unpaid principal amount of the Notes is
reduced as a result of such prepayment. The entire remaining unpaid principal
amount of the outstanding Notes will be due and payable on May 25, 2014.


Section 8.2.
Optional Prepayments with Make-Whole Amount. The Company may, at its option,
upon notice as provided below, prepay at any time all, or from time to time any
part of, the Notes, in an amount not less than 5% of the aggregate principal
amount of the Notes then outstanding in the case of a partial prepayment, at
100% of the principal amount so prepaid, together with interest accrued on the
principal amount so prepaid to the date of such prepayment and the Make-Whole
Amount determined for the prepayment date with respect to such principal
amount. The Company will give each holder of Notes written notice of each
optional prepayment under this Section 8.2 not less than 30 days and not more
than 60 days prior to the date fixed for such prepayment. Each such notice
shall specify such date (which shall be a Business Day), the aggregate
principal amount of the Notes to be prepaid on such date, the principal amount
of each Note held by such holder to be prepaid (determined in accordance with
Section 8.4), and the interest to be paid on the prepayment date with respect
to such principal amount being prepaid, and shall be accompanied by a
certificate of a Senior Financial Officer as to the estimated Make-Whole Amount
due in connection with such prepayment (calculated as if the date of such
notice were the date of the prepayment), setting forth the details of such
computation. Two Business Days prior to such prepayment, the Company shall
deliver to each holder of Notes a certificate of a Senior Financial Officer
specifying the calculation of such Make-Whole Amount as of the specified
prepayment date.


Section 8.3.
Prepayment of Notes Upon Change of Control.


(a) Condition to
Company Action. Within fifteen (15) Business Days of a Responsible Officer
obtaining knowledge of the occurrence of a Change of Control, the Company shall
have given to each holder of Notes written notice containing and constituting
an offer to prepay Notes as described in subparagraph (b) of this Section 8.3,
accompanied by the certificate described in subparagraph (e) of this Section
8.3.


(b) Offer to
Prepay Notes. The offer to prepay Notes contemplated by subparagraph (a) of
this Section 8.3 shall be an offer to prepay, in accordance with and subject to
this Section 8.3, all, but not less than all, the Notes held by each holder (in
this case only, “holder” in respect of any Note registered in the name of a
nominee for a disclosed beneficial owner shall mean such beneficial owner) on
the date specified in such offer (the “Proposed Prepayment Date”) that is not
less than 30 days and not more than 60 days after the date of such offer (if
the Proposed Prepayment Date shall not be specified in such offer, the Proposed
Prepayment Date shall be the first Business Day which is at least 45 days after
the date of such offer).


(c) Acceptance;
Rejection. A holder of Notes may accept the offer to prepay made pursuant to
this Section 8.3 by causing a notice of such acceptance to be delivered to the
Company at least 15 days prior to the Proposed Prepayment Date. A failure by a
holder of Notes to respond to an offer to prepay made pursuant to this Section
8.3, or to accept an offer as to all of the Notes held by such holder, within
such time period shall be deemed to constitute a rejection of such offer by
such holder.



 12
 









(d) Prepayment. Prepayment of the Notes to be prepaid
pursuant to this Section 8.3 shall be at 100% of the principal amount of such
Notes, together with interest on such Notes accrued to the date of prepayment,
and shall not require the payment of any Make-Whole Amount. The prepayment
shall be made on the Proposed Prepayment Date.


(e) Officer’s
Certificate. Each offer to prepay the Notes pursuant to this Section 8.3 shall
be accompanied by a certificate, executed by a Senior Financial Officer of the
Company and dated the date of such offer, specifying: (i) the Proposed
Prepayment Date; (ii) that such offer is made pursuant to this Section 8.3;
(iii) the principal amount of each Note offered to be prepaid; (iv) the
interest that would be due on each Note offered to be prepaid, accrued to the
Proposed Prepayment Date; (v) that the conditions of this Section 8.3 have been
fulfilled; and (vi) in reasonable detail, the nature and date of the Change of
Control.


Section 8.4.
Allocation of Partial Prepayments. In the case of each partial prepayment of
the Notes pursuant to Section 8.2, the principal amount of the Notes to be
prepaid shall be allocated among all of the Notes at the time outstanding in
proportion, as nearly as practicable, to the respective unpaid principal
amounts thereof not theretofore called for prepayment.


Section 8.5.
Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to
this Section 8, the principal amount of each Note to be prepaid shall mature
and become due and payable on the date fixed for such prepayment (which shall
be a Business Day), together with interest on such principal amount accrued to
such date and the applicable Make-Whole Amount, if any. From and after such
date, unless the Company shall fail to pay such principal amount when so due
and payable, together with the interest and Make-Whole Amount, if any, as
aforesaid, interest on such principal amount shall cease to accrue. Any Note
paid or prepaid in full shall be surrendered to the Company and cancelled and
shall not be reissued, and no Note shall be issued in lieu of any prepaid
principal amount of any Note.


Section 8.6.
Purchase of Notes. The Company will not and will not permit any Affiliate to
purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of
the outstanding Notes except upon the payment or prepayment of the Notes in
accordance with the terms of this Agreement and the Notes. The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant to any
payment or prepayment of Notes pursuant to any provision of this Agreement and
no Notes may be issued in substitution or exchange for any such Notes.


Section 8.7.
Make-Whole Amount.


“Make-Whole Amount”
means, with respect to any Note, an amount equal to the excess, if any, of the
Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Note over the amount of such Called Principal, provided that
the Make-Whole Amount may in no event be less than zero. For the purposes of
determining the Make-Whole Amount, the following terms have the following
meanings:


“Called Principal”
means, with respect to any Note, the principal of such Note that is to be
prepaid pursuant to Section 8.2 or has become or is declared to be immediately
due and payable pursuant to Section 12.1, as the context requires.


“Discounted Value”
means, with respect to the Called Principal of any Note, the amount obtained by
discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with
respect to such Called Principal, in accordance with accepted financial
practice and at a discount factor (applied on the same periodic basis as that
on which interest on the Notes is payable) equal to the Reinvestment Yield with
respect to such Called Principal.  “Reinvestment
Yield” means, with respect to the Called Principal of any Note, .50% over the
yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York
City time) on the second Business Day preceding the Settlement Date with
respect to such Called Principal, on the display designated as “Page PX1” (or
such other display as may replace Page PX1 on Bloomberg Financial Markets (“Bloomberg”))
or, if Page PX1 (or its successor screen on Bloomberg) is unavailable, the
Telerate Access Service screen which corresponds most closely to Page PX1 for
the most recently issued actively traded on the run U.S. Treasury securities having
a maturity equal to the Remaining Average Life of such Called Principal as of
such Settlement Date, or (ii) if such yields are not reported as of such time
or the yields reported as of such time are not ascertainable (including by way
of interpolation), the Treasury Constant Maturity Series Yields reported, for
the latest day for which such yields have been so reported as of the second
Business Day preceding the Settlement Date with respect to such Called
Principal, in Federal Reserve Statistical Release H.15 (or any comparable
successor publication) for U.S. Treasury securities having a constant maturity
equal to the Remaining Average Life of such



 13
 









Called Principal as of such Settlement Date. In the
case of each determination under clause (i) or clause (ii), as the case may be,
of the preceding paragraph, such implied yield will be determined, if
necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent
yields in accordance with accepted financial practice and (b) interpolating linearly
between (1) the applicable U.S. Treasury security with the maturity closest to
and greater than such Remaining Average Life and (2) the applicable U.S.
Treasury security with the maturity closest to and less than such Remaining
Average Life. The Reinvestment Yield shall be rounded to the number of decimal
places as appears in the interest rate of the applicable Note.


“Remaining Average
Life” means, with respect to any Called Principal, the number of years
(calculated to the nearest one-twelfth year) obtained by dividing (i) such
Called Principal into (ii) the sum of the products obtained by multiplying (a)
the principal component of each Remaining Scheduled Payment with respect to
such Called Principal by (b) the number of years (calculated to the nearest
one-twelfth year) that will elapse between the Settlement Date with respect to
such Called Principal and the scheduled due date of such Remaining Scheduled
Payment.


“Remaining
Scheduled Payments” means, with respect to the Called Principal of any Note,
all payments of such Called Principal and interest thereon including, without
limitation, pursuant to Section 9.10, that would be due after the Settlement
Date with respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date, provided that if such
Settlement Date is not a date on which interest payments are due to be made
under the terms of the Notes, then the amount of the next succeeding scheduled
interest payment will be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement Date pursuant to
Section 8.2 or Section 12.1.


“Settlement Date”
means, with respect to the Called Principal of any Note, the date on which such
Called Principal is to be prepaid pursuant to Section 8.2 or has become or is
declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.


Section 8.8.
Prepayment in Connection with Sales of Assets. If the Company chooses to make
an offer to prepay the Notes pursuant to Section 10.8, the Company will give
written notice thereof to the holders of all outstanding Notes, which notice
shall (i) refer specifically to this Section 8.8 and describe in reasonable
detail the Disposition giving rise to such offer to prepay the Notes, (ii)
specify the principal amount of each Note being offered to be prepaid, without
any requirement to pay any Make-Whole Amount, which amount shall be allocated
among all of the Notes at the time outstanding in proportion, as nearly as practicable,
to the respective unpaid principal amounts not theretofore called for
prepayment, (iii) specify a date not less than 30 days and not more than 60
days after the date of such notice (the “Disposition Prepayment Date”) and
specify the Disposition Response Date (as defined below), and (iv) offer to
prepay on the Disposition Prepayment Date the amount specified in (ii) above
with respect to each Note together with interest accrued thereon to the
Disposition Prepayment Date. Each holder of a Note shall notify the Company of
such holder’s acceptance or rejection of such offer by giving written notice of
such acceptance or rejection to the Company (provided, however, that any holder
who fails to so notify the Company shall be deemed to have rejected such offer)
on a date at least 10 days prior to the Disposition Prepayment Date (such date
10 days prior to the Disposition Prepayment Date being the “Disposition
Response Date”), provided, that if any holder of Notes declines such offer, the
proceeds that would have been paid to such holder shall be offered pro rata to
the other holders of the Notes that have accepted the offer. The Company shall
prepay on the Disposition Prepayment Date the amount specified in (ii) above
with respect to each Note held by the holders who have accepted such offer in
accordance with this Section 8.8.


SECTION 9.
AFFIRMATIVE COVENANTS.


The Company
covenants that so long as any of the Notes are outstanding:


Section 9.1.
Compliance with Law. Without limiting Section 10.9, the Company will, and will
cause each of its Subsidiaries to, comply with all laws, ordinances or
governmental rules or regulations to which each of them is subject, including,
without limitation, ERISA, the USA Patriot Act and Environmental Laws, and will
obtain and maintain in effect all licenses, certificates, permits, franchises
and other governmental authorizations necessary to the ownership of their
respective properties or to the conduct of their respective businesses, in each
case to the extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or



 14
 









failures to obtain or maintain in effect such
licenses, certificates, permits, franchises and other governmental
authorizations could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


Section 9.2.
Insurance. The Company will, and will cause each of its Subsidiaries to,
maintain, with financially sound and reputable insurers, insurance with respect
to their respective properties and businesses against such casualties and
contingencies, of such types, on such terms and in such amounts (including
deductibles, co-insurance and self-insurance, if adequate reserves are
maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly
situated.


Section 9.3.
Maintenance of Properties. The Company will, and will cause each of its
Subsidiaries to, maintain and keep, or cause to be maintained and kept, their
respective properties in good repair, working order and condition (other than
ordinary wear and tear), so that the business carried on in connection
therewith may be properly conducted at all times, provided that this Section
shall not prevent the Company or any Subsidiary from discontinuing the
operation and the maintenance of any of its properties if the Company or such
Subsidiary has concluded that such discontinuance is desirable in the conduct
of its business and the Company has concluded that such discontinuance could
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


Section 9.4.
Payment of Taxes and Claims. The Company will, and will cause each of its
Subsidiaries to, file all tax returns required to be filed in any jurisdiction
and to pay and discharge all taxes shown to be due and payable on such returns
and all other taxes, assessments, governmental charges, or levies imposed on
them or any of their properties, assets, income or franchises, to the extent
such taxes, assessments, charges and levies have become due and payable and
before they have become delinquent and all claims for which sums have become
due and payable that have or might become a Lien on properties or assets of the
Company or any Subsidiary, provided that neither the Company nor any Subsidiary
need file any such return or pay any such tax, assessment, charge, levy or
claim if (i) the amount, applicability or validity thereof is contested by the
Company or such Subsidiary on a timely basis in good faith and in appropriate
proceedings, and the Company or a Subsidiary has established adequate reserves
therefor in accordance with GAAP on the books of the Company or such Subsidiary
or (ii) the non-filing of all such returns or the nonpayment of all such taxes,
assessments, charges, levies and claims in the aggregate could not reasonably
be expected to have a Material Adverse Effect.


Section 9.5.
Limited Liability Company and Corporate Existence, Etc. Subject to Sections
10.7 and 10.8, the Company will at all times preserve and keep in full force
and effect its corporate existence. Subject to Sections 10.7 and 10.8, the
Company 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 Company or a Wholly Owned Subsidiary)
and all rights and franchises of the Company and its Wholly-Owned Subsidiaries
unless, in the good faith judgment of the Company, 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.


Section 9.6. Books
and Records. The Company will, and will cause each of its Subsidiaries to,
maintain proper books of record and account in conformity with GAAP and all
applicable requirements of any Governmental Authority having legal or
regulatory jurisdiction over the Company or such Subsidiary, as the case may
be.


Section 9.7.
Additional Subsidiary Guarantors. The Company hereby covenants and agrees that,
if any Subsidiary which is not a Subsidiary Guarantor (i) guarantees the
Company’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 Company,
it will cause such 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
reasonable 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



 15
 









and other limited liability company or corporate
documentation in form and substance reasonably satisfactory to the Required
Holders and their counsel.


Section 9.8.
Release of Subsidiary Guarantors. If any Subsidiary is released as a borrower,
guarantor or other obligor under the Bank Credit Agreement (and is not then designated
as a borrower, guarantor or other obligor under any other credit facility of
the Company or any Subsidiary), such Subsidiary shall be deemed released as a
Subsidiary Guarantor concurrently with the Company providing you with an
Officer’s Certificate. Such Officer’s Certificate shall be accompanied by
evidence of such release under the Credit Agreement and shall certify that (i)
at the time of such release and immediately after giving effect thereto, no
Default or Event of Default existed or shall exist hereunder (ii) such
Subsidiary then being released is not then a borrower or obligor under any
other credit facility, and (iii) other than the payment of reasonable legal
fees, no consideration was granted to any agent or lender under the Bank Credit
Agreement, directly or indirectly in connection with such release including,
but not limited to, any payment of any fees, any increase in pricing, any
additional Guaranty, any participation in other transactions or any other
credit enhancement or other benefit.


Section 9.9. Pari
Passu Ranking. The Company’s obligations under the Financing Agreements will,
at all times, 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, at all times, 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).


Section 9.10.
Additional Interest. If the Company fails to make an Equity Issuance resulting
in the Company receiving new net cash proceeds in an amount not less than
$75,000,000 on or before September 30, 2006, then in addition to all other
interest accruing on the Notes (including, without limitation, the Default
Rate), additional interest in the amount of 0.45% per annum shall accrue on the
Notes commencing on September 30, 2006 and continuing through maturity and
payment in full of the Notes (and the Company will pay such additional interest
concurrently with all other interest becoming due and payable on the Notes),
provided that if the Company makes an Equity Issuance resulting in the Company
receiving new net cash proceeds in an amount not less than $75,000,000 at any
time after September 30, 2006 but prior to September 30, 2007, then on and
after the first day of the next fiscal quarter beginning after the date of such
Equity Issuance, such additional interest shall cease to accrue and shall no
longer be payable on the Notes.


SECTION 10.
NEGATIVE COVENANTS.


The Company
covenants that so long as any of the Notes are outstanding:


Section 10.1.
Transactions with Affiliates. The Company will not, and will not permit any
Subsidiary to, enter into directly or indirectly any transaction or group of
related transactions (including without limitation the purchase, lease, sale or
exchange of properties of any kind or the rendering of any service) with any
Affiliate (other than the Company or another Subsidiary), except in the
ordinary course and pursuant to the reasonable requirements of the Company’s or
such Subsidiary’s business and upon fair and reasonable terms no less favorable
to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length
transaction with a Person not an Affiliate.


Section 10.2.
Consolidated Net Worth. The Company will not, as of the end of any fiscal
quarter, permit Consolidated Net Worth to be less than the sum of (a)
$150,000,000, plus (b) an aggregate amount equal to 25% of Consolidated Net
Income (but, in each case, only if a positive number) for each completed fiscal
quarter beginning with the fiscal quarter ending June 30, 2006 plus (c) an
aggregate amount equal to 50% of the net proceeds of all Equity Issuances after
the date of Closing.


Section 10.3.
Consolidated Debt Coverage. The Company will not, as of the end of each fiscal
quarter, permit the ratio of Consolidated Debt outstanding on such date to
Consolidated Operating Cash Flow for the immediately preceding four quarter
period, taken as a single accounting period ending on the date of calculation,
to exceed (i) 3.00 to 1.00 as of the end of any fiscal quarter prior to
December 31, 2006 and (ii) 2.75 to 1.00 at the end of any fiscal quarter
thereafter. If, during the period for which Consolidated Operating Cash Flow is
being calculated, the Company or a Subsidiary has (i) acquired one or more
Persons (or the assets thereof) or (ii) disposed of one or more Subsidiaries
(or substantially all of the assets thereof), Consolidated Operating Cash Flow
shall be calculated on a pro forma basis as if all of such acquisitions and all
such dispositions had occurred on the first day of such period.



 16
 









Section 10.4. Fixed Charge Coverage. The Company will
not permit, as at the end of each fiscal quarter, the ratio of Consolidated
Income Available for Fixed Charges to Consolidated Fixed Charges, in each case
for the immediately preceding four quarter period, taken as a single accounting
period ending on the date of calculation, to be less than 1.75 to 1.00. If,
during the period for which the ratio of Consolidated Income Available for
Fixed Charges to Consolidated Fix Charges is being calculated, the Company or a
Subsidiary has (i) acquired one or more Persons (or the assets thereof) or (ii)
disposed of one or more Subsidiaries (or substantially all of the assets
thereof), Consolidated Income Available for Fixed Charges and Consolidated
Fixed Charges shall be calculated on a pro forma basis as if all of such
acquisitions and all such dispositions had occurred on the first day of such
period.


Section 10.5.
Priority Debt. The Company will not, at any time, permit Priority Debt to
exceed 15% of Consolidated Net Worth determined as of the end of the most
recently ended fiscal quarter.


Section 10.6.
Liens. The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly create, incur, assume or permit to exist (upon the
happening of a contingency or otherwise) any Lien on or with respect to any
property or asset (including, without limitation, any document or instrument in
respect of goods or accounts receivable) of the Company or any such Subsidiary,
whether now owned or held or hereafter acquired, or any income or profits
therefrom or assign or otherwise convey any right to receive income or profits
(unless it makes, or causes to be made, effective provision whereby the Notes
will be equally and ratably secured with any and all other obligations thereby
secured, such security to be pursuant to an agreement reasonably satisfactory
to the Required Holders and, in any such case, the Notes shall have the
benefit, to the fullest extent that, and with such priority as, the holders of
the Notes may be entitled under applicable law, of an equitable Lien on such
property), except:


(a) Liens for
taxes, assessments or other governmental charges or levies which are not yet
due and payable or the payment of which is not at the time required by Section
9.4;


(b) Liens existing
on the date of this Agreement and securing the Indebtedness of the Company and
its Subsidiaries referred to in Schedule 5.15;


(c) (i) Liens
incidental to the conduct of business or the ownership of properties and assets
(including landlords’, lessors’, carriers’, operators’, warehousemen’s,
mechanics’, materialmen’s and other similar Liens) and Liens (other than any
Lien imposed by ERISA) incurred or deposits made in the ordinary course of
business (i) in connection with workers’ compensation, unemployment insurance
and other types of social security or retirement benefits, or (ii) to secure
(or to obtain letters of credit that secure) the performance of tenders,
statutory obligations, surety bonds, appeal bonds, bids, leases (other than
Capital Leases), performance bonds, purchase, construction or sales contracts
and other similar obligations, in each case not incurred or made in connection
with the borrowing of money, the obtaining of advances or credit or the payment
of the deferred purchase price of property and (ii) Liens of commercial
depositary institutions constituting a right of setoff against amounts on
deposit with any such institution, provided, that such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the Company or its Subsidiaries;


(d) any attachment
or judgment Lien, unless the judgment it secures shall not, within 60 days
after the entry thereof, have been discharged or execution thereof stayed
pending appeal, or shall not have been discharged within 60 days after the
expiration of any such stay;


(e) leases or
subleases granted to others, easements, rights-of-way, minor survey exceptions,
restrictions and other similar charges or encumbrances, in each case incidental
to, and not interfering with, the ordinary conduct of the business of the
Company or any of its Subsidiaries, provided that such Liens do not, in the
aggregate, materially detract from the value of such property or which relate
only to assets that in the aggregate are not Material;


 (f) any Lien (i) created contemporaneously
with its acquisition or within 365 days of the acquisition or construction or
development thereof to secure all or any part of the purchase price, or to
secure Indebtedness incurred or assumed to pay all or any part of the purchase
price or cost of construction, of property (or any improvement thereon)
acquired or constructed by the Company or a Subsidiary after the date of the
Closing or (ii) any Lien existing on property of a Person immediately prior to
its being consolidated or amalgamated with or merged into the Company or any
Subsidiary or its becoming a Subsidiary, or any Lien existing on any property
acquired by the Company or



 17
 









any Subsidiary at the time such property is so
acquired (whether or not the Indebtedness secured thereby shall have been
assumed), provided that


(A) any such Lien
shall extend solely to the item or items of such property (or improvement
thereon) so acquired or constructed and, if required by the terms of the
instrument originally creating such Lien, other property (or improvement
thereon) which is an improvement to or is acquired for specific use in
connection with such acquired or constructed property (or improvement thereon)
or which is real property being improved by such acquired or constructed
property (or improvement thereon), and


(B) the principal
amount of the Indebtedness secured by any such Lien shall at no time exceed an
amount equal to the lesser of (1) the cost to the Company or such Subsidiary of
the property (or improvement thereon) so acquired or constructed and (2) the
fair market value (as determined in good faith by one or more of the officers
of the Company to whom authority to enter into such transaction has been
delegated by the board of directors of the Company) of such property (or
improvement thereon) at the time of such acquisition or construction;


(g) any Lien
renewing, extending or refunding any Lien permitted by paragraphs (b) or (f) of
this Section 10.6, provided that

(i) the principal amount of Indebtedness secured by such Lien immediately prior
to such extension, renewal or refunding is not increased or the maturity
thereof reduced, (ii) such Lien is not extended to any other property, and (iii)
immediately after such extension, renewal or refunding no Default or Event of
Default would exist;


(h) Liens securing
obligations of a Subsidiary to the Company or to another Subsidiary; and


(i) if and so long
as no Default or Event of Default exists hereunder, including, without
limitation, under Section 10.5, Liens on assets securing Indebtedness of the
Company or any Subsidiary in addition to those described in clauses (a) through
(h) above.


For the purposes
of this Section 10.6, any Person becoming a Subsidiary after the date of this
Agreement shall be deemed to have incurred all of its then outstanding Liens at
the time it becomes a Subsidiary, and any Person extending, renewing or
refunding any Indebtedness secured by any Lien shall be deemed to have incurred
such Lien at the time of such extension, renewal or refunding.


Section 10.7.
Merger, Consolidation, Etc. The Company will not, and will not permit any
Subsidiary to, consolidate with or merge with any other Person or convey,
transfer or lease all or substantially all of its assets in a single
transaction or series of transactions to any Person (except that any Subsidiary
may (A) merge with or into, or convey, transfer or lease all or substantially
all of its assets to, the Company or a Wholly-Owned Subsidiary if (1) in any
such merger or consolidation involving the Company, the Company is the survivor
and (2) immediately after giving effect to any such merger, consolidation or
conveyance, transfer or lease, no Default or Event of Default would exist,
including, without limitation, pursuant to Sections 10.3 and 10.4, treating
such transaction, for determining compliance with Sections 10.3 and 10.4, as
having been consummated as of the last day of the immediately preceding fiscal
quarter or (B) convey, transfer or lease all of its assets in compliance with
the provisions of Section 10.8) unless:


(a) in the case of
the Company, the successor formed by such consolidation or the survivor of such
merger 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), and, if the Company is not such surviving
corporation or limited liability company, (i) 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, (ii) 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 (iii) 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


(b) immediately
before and immediately after giving effect to such transaction, no Default or
Event of Default shall have occurred and be continuing and the Company would
have been in compliance with Sections 10.3 and 10.4 as of



 18
 









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.


No such
conveyance, transfer or lease of all or substantially all of the assets of the
Company or such Subsidiary shall have the effect of releasing the Company or
such Subsidiary or any successor limited liability company or corporation that
shall theretofore have become such in the manner prescribed in this Section
10.7 from its liability under the Financing Agreements to which it is a party.


Section 10.8. Sale
of Assets. Except as permitted by Section 10.7, the Company will not, and will
not permit any Subsidiary to, sell, lease, transfer or otherwise dispose of,
including by way of merger (collectively, a “Disposition”), any assets,
including capital stock of Subsidiaries, in one or a series of transactions, to
any Person, other than:


(a) Dispositions
in the ordinary course of business;


(b) Dispositions
by a Subsidiary to the Company or a Wholly Owned Subsidiary; or


(c) Dispositions
not otherwise permitted by clause (a) or (b) of this Section 10.8, provided
that (i) the aggregate net book value of all assets so disposed of in any
twelve-month period pursuant to this Section 10.8(c) does not exceed 10% of
Consolidated Total Assets as of the last day of the most recently ended fiscal
quarter, (ii) the aggregate net book value of all assets so disposed of on or
after the date of Closing would not exceed 25% of Consolidated Total Assets as
of the last day of the most recently ended fiscal quarter and (iii) after
giving effect to such transaction, no Default or Event of Default shall exist.


Notwithstanding
the foregoing, the Company may, or may permit a Subsidiary to, make a
Disposition and the assets subject to such Disposition shall not be subject to
or included in the foregoing limitation and computation contained in clause (c)
of the preceding sentence:


(A) to the extent
the net proceeds from such Disposition are reinvested in productive assets to
be used in the existing business of the Company or a Subsidiary within 365 days
of such Disposition; or


(B) if such assets
are leased back by the Company or any Subsidiary, as lessee, within 365 days of
the original acquisition or construction thereof by the Company or such
Subsidiary; or


(C) to the extent
the net proceeds from such Disposition are applied to the payment or prepayment
of the Notes or any other outstanding Indebtedness of the Company or any
Subsidiary ranking pari passu with or senior to the Notes (other than
Indebtedness in respect of any revolving credit or similar credit facility providing
the Company or any Subsidiary with the right to obtain loans or other
extensions of credit from time to time, except to the extent that in connection
with such payment of Indebtedness the available credit under such credit
facility is permanently reduced by an amount not less than the amount of such
proceeds applied to the payment of Indebtedness), provided that in connection
with any such Disposition and payment of Indebtedness, the Company shall have
offered to prepay at least the Ratable Portion in respect of each outstanding
Note in accordance with Section 8.8 and shall have prepaid each holder of each
such Note that shall have accepted such offer of prepayment in accordance with
said Section 8.8 in a principal amount which at least equals the Ratable
Portion for such Note. The Notes and such other outstanding Indebtedness shall
be herein referred to as “Senior Disposition Indebtedness.”


For purposes of
foregoing clause (C), in the event that the Company shall choose to offer to
prepay the Notes, such offer shall be made in accordance with Section 8.8
hereof.


Section 10.9.
Subsidiary Indebtedness. In addition to and not in limitation of any other
applicable restrictions herein, including Sections 10.3 and 10.5, the Company
will not, at any time, permit any Subsidiary to, directly or indirectly,
create, incur, assume, guarantee, have outstanding, or otherwise become or
remain directly or indirectly liable with respect to, any Indebtedness other
than:


(a) Indebtedness
of a Subsidiary outstanding on the date of Closing and identified on Schedule
5.15 provided that such Indebtedness shall not be extended, renewed, refinanced
or refunded except as otherwise provided herein;



 19
 









(b) Indebtedness of a Subsidiary owed to the Company
or a Wholly-Owned Subsidiary;


(c) Indebtedness
of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary,
provided that (i) such Indebtedness shall not have been incurred in
contemplation of such Subsidiary becoming a Subsidiary and (ii) immediately
after such Subsidiary becomes a Subsidiary, no Default or Event of Default
shall exist, and provided, further, that such Indebtedness shall not be
extended, renewed, refinanced or refunded except as otherwise provided herein;


(d) Indebtedness
under the Bank Credit Agreement of any Subsidiary Guarantor which as of the
date of any determination thereof is party to a Subsidiary Guarantee Agreement
so long as the Intercreditor Agreement continues to be in full force and effect
and such Subsidiary is a party to the Intercreditor Agreement or has executed a
joinder agreement pursuant to which such Subsidiary agrees to be bound by the
provisions of such Intercreditor Agreement; and


(e) Indebtedness
of a Subsidiary in addition to that otherwise permitted by the foregoing
provisions, provided that on the date such Subsidiary incurs or otherwise
becomes liable with respect to any such Indebtedness, and immediately after
giving effect to the incurrence thereof, no Default or Event of Default exists
hereunder including, without limitation, under Section 10.5.


For the purpose of
this Section 10.9, any Person becoming a Subsidiary after the date of the
Closing shall be deemed, at the time it becomes such a Subsidiary, to have
incurred all of its then outstanding Indebtedness.


Section 10.10. Nature
of Business. Except for acquisitions in the business services industry, the
Company will not and will not permit any Subsidiary to engage in any business
if, as a result, the general nature of the business in which the Company and
its Subsidiaries, taken as a whole, would then be engaged would be
substantially changed from the general nature of the business in which the
Company and its Subsidiaries, taken as a whole, are engaged on the date of this
Agreement as described in the Memorandum.


Section 10.11.
Terrorism Sanctions Regulations. The Company will not and will not permit any
Subsidiary to (a) become a Person described or designated in the Specially
Designated Nationals and Blocked Persons List of the Office of Foreign Assets
Control or in Section 1 of the Anti-Terrorism Order or (b) engage in any
dealings or transactions with any such Person.


SECTION 11. EVENTS
OF DEFAULT.


An “Event of
Default” shall exist if any of the following conditions or events shall occur
and be continuing:


(a) the Company
defaults in the payment of any principal or Make-Whole Amount, if any, on any
Note when the same becomes due and payable, whether at maturity or at a date
fixed for prepayment or by declaration or otherwise; or


(b) the Company
defaults in the payment of any interest on any Note for more than five Business
Days after the same becomes due and payable; or


(c) the Company
defaults in the performance of or compliance with any term contained in Section
7.1(d) or Sections 10.2 through 10.9; or


(d) (i) the
Company 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


(e) any
representation or warranty made in writing by or on behalf of any Obligor or by
any officer of any Obligor in any Financing Agreement or in any writing
furnished in connection with the transactions contemplated hereby proves to
have been false or incorrect in any material respect on the date as of which
made; or



 20
 









(f) (i) the Company or any Subsidiary is in default
(as principal or as guarantor or other surety) in the payment of any principal
of or premium or make-whole amount or interest on any Indebtedness that is
outstanding in an aggregate principal amount of at least $10,000,000 beyond any
period of grace provided with respect thereto, or (ii) the Company or any
Subsidiary is in default in the performance of or compliance with any term of
any evidence of any Indebtedness in an aggregate outstanding principal amount
of at least $10,000,000 or of any mortgage, indenture or other agreement
relating thereto or any other condition exists, and as a consequence of such
default or condition such Indebtedness has become, or has been declared (or one
or more persons are entitled to declare such Indebtedness to be), due and payable
before its stated maturity or before its regularly scheduled dates of payment,
or (iii) as a consequence of the occurrence or continuation of any event or
condition (other than the passage of time or the right of the holder of
Indebtedness to convert such Indebtedness into equity interests), (x) the
Company or any Subsidiary has become obligated to purchase or repay
Indebtedness before its regular maturity or before its regularly scheduled
dates of payment in an aggregate outstanding principal amount of at least
$10,000,000 or (y) one or more Persons have the right to require the Company or
any Subsidiary so to purchase or repay such Indebtedness; or


(g) the Company or
any Subsidiary (i) is generally not paying, or admits in writing its inability
to pay, its debts as they become due, (ii) files, or consents by answer or
otherwise to the filing against it of, a petition for relief or reorganization
or arrangement or any other petition in bankruptcy, for liquidation or to take
advantage of any bankruptcy, insolvency, reorganization, moratorium or other
similar law of any jurisdiction, (iii) makes an assignment for the benefit of
its creditors, (iv) consents to the appointment of a custodian, receiver,
trustee or other officer with similar powers with respect to it or with respect
to any substantial part of its property, (v) is adjudicated as insolvent or to
be liquidated, or (vi) takes limited liability company or corporate action for
the purpose of any of the foregoing; or


(h) a court or
Governmental Authority of competent jurisdiction enters an order appointing,
without consent by the Company or any of its Subsidiaries, a custodian,
receiver, trustee or other officer with similar powers with respect to it or
with respect to any substantial part of its property, or constituting an order
for relief or approving a petition for relief or reorganization or any other
petition in bankruptcy or for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up
or liquidation of the Company or any of its Subsidiaries, or any such petition
shall be filed against the Company or any of its Subsidiaries and such petition
shall not be dismissed within 60 days; or


(i) a final
judgment or judgments for the payment of money aggregating in excess of an
amount equal to 5% of Consolidated Net Worth as of the most recently ended
fiscal quarter (to the extent not covered by independent third-party insurance
as to which the insurer does not dispute coverage) are rendered against one or
more of the Company and its Subsidiaries and which judgments are not, within 60
days after entry thereof, bonded, discharged or stayed pending appeal, or are
not discharged within 60 days after the expiration of such stay; or


(j) if (i) any
Plan shall fail to satisfy the minimum funding standards of ERISA or the Code
for any plan year or part thereof or a waiver of such standards or extension of
any amortization period is sought or granted under section 412 of the Code,
(ii) a notice of intent to terminate any Plan shall have been or is reasonably
expected to be filed with the PBGC or the PBGC shall have instituted
proceedings under ERISA section 4042 to terminate or appoint a trustee to
administer any Plan or the PBGC shall have notified the Company or any ERISA
Affiliate that a Plan may become a subject of any such proceedings, (iii) the
aggregate “amount of unfunded benefit liabilities” (within the meaning of
section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title
IV of ERISA, shall exceed $10,000,000, (iv) the Company or any ERISA Affiliate
shall have incurred or is reasonably expected to incur any liability pursuant
to Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans, (v) the Company or any ERISA Affiliate
withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary
establishes or amends any employee welfare benefit plan that provides
post-employment welfare benefits in a manner that would increase the liability
of the Company or any Subsidiary thereunder; and any such event or events
described in clauses (i) through (vi) above, either individually or together
with any other such event or events, could reasonably be expected to have a Material
Adverse Effect; or


(k) any Subsidiary
Guarantee Agreement shall at any time after its execution and delivery for any
reason cease to be in full force and effect (other than in accordance with
Section 9.8), or shall be declared null and void, or the enforceability thereof
shall be contested by any Obligor thereunder.


As used in Section
11(j), the terms “employee benefit plan” and “employee welfare benefit plan”
shall have the respective meanings assigned to such terms in section 3 of
ERISA.



 21
 









SECTION 12. REMEDIES ON DEFAULT, ETC.


Section 12.1.
Acceleration. (a) If an Event of Default with respect to any Obligor described
in Section 11(g) or (h) (other than an Event of Default described in clause (i)
of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the
fact that such clause encompasses clause (i) of Section 11(g)) has occurred,
all the Notes then outstanding shall automatically become immediately due and
payable.


(b) If any other
Event of Default has occurred and is continuing, any holder or holders of more
than 50% in principal amount of the Notes at the time outstanding may at any
time at its or their option, by notice or notices to the Company, declare all
the Notes then outstanding to be immediately due and payable.


(c) If any Event
of Default described in Section 11(a) or (b) has occurred and is continuing,
any holder or holders of Notes at the time outstanding affected by such Event
of Default may at any time, at its or their option, by notice or notices to the
Company, declare all the Notes held by it or them to be immediately due and
payable.


Upon any Notes
becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Notes will forthwith mature and the entire unpaid principal
amount of such Notes, plus (x) all accrued and unpaid interest thereon
(including, but not limited to, interest accrued thereon at the Default Rate)
and (y) the Make-Whole Amount determined in respect of such principal amount
(to the full extent permitted by applicable law), shall all be immediately due
and payable, in each and every case without presentment, demand, protest or
further notice, all of which are hereby waived. The Company acknowledges, and
the parties hereto agree, that each holder of a Note has the right to maintain
its investment in the Notes free from repayment by the Company (except as
herein specifically provided for) and that the provision for payment of a
Make-Whole Amount by the Company in the event that the Notes are prepaid or are
accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.


Section 12.2.
Other Remedies. If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been
declared immediately due and payable under Section 12.1, the holder of any Note
at the time outstanding may proceed to protect and enforce the rights of such
holder by an action at law, suit in equity or other appropriate proceeding,
whether for the specific performance of any agreement contained herein, in any
Note or in any other Financing Agreement, or for an injunction against a
violation of any of the terms hereof or thereof, or in aid of the exercise of
any power granted hereby or thereby or by law or otherwise.


Section 12.3.
Rescission. At any time after any Notes have been declared due and payable
pursuant to Section 12.1(b) or (c), the holders of more than 50% in principal
amount of the Notes then outstanding, by written notice to the Company, may
rescind and annul any such declaration and its consequences if (a) the Company
has paid all overdue interest on the Notes, all principal of and Make-Whole
Amount, if any, on any Notes that are due and payable and are unpaid other than
by reason of such declaration, and all interest on such overdue principal and
Make-Whole Amount, if any, and (to the extent permitted by applicable law) any
overdue interest in respect of the Notes, at the Default Rate, (b) neither the
Company nor any other Person shall have paid any amounts which have become due
solely by reason of such declaration, (c) all Events of Default and Defaults,
other than non-payment of amounts that have become due solely by reason of such
declaration, have been cured or have been waived pursuant to Section 17, and
(d) no judgment or decree has been entered for the payment of any monies due
pursuant hereto or to the Notes. No rescission and annulment under this Section
12.3 will extend to or affect any subsequent Event of Default or Default or
impair any right consequent thereon.


Section 12.4. No
Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no
delay on the part of any holder of any Note in exercising any right, power or
remedy shall operate as a waiver thereof or otherwise prejudice such holder’s
rights, powers or remedies. No right, power or remedy conferred by this
Agreement, any Note or any other Financing Agreement upon any holder thereof
shall be exclusive of any other right, power or remedy referred to herein or
therein or now or hereafter available at law, in equity, by statute or
otherwise. Without limiting the obligations of the Company under Section 15,
the Company will pay to the holder of each Note on demand such further amount as
shall be sufficient to cover all costs and expenses of such holder incurred in
any enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys’ fees, expenses and disbursements.



 22
 









SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF
NOTES.


Section 13.1.
Registration of Notes. The Company shall keep at its principal executive office
a register for the registration and registration of transfers of Notes. The
name and address of each holder of one or more Notes, each transfer thereof and
the name and address of each transferee of one or more Notes shall be
registered in such register. Prior to due presentment for registration of
transfer, the Person in whose name any Note shall be registered shall be deemed
and treated as the owner and holder thereof for all purposes hereof, and the
Company shall not be affected by any notice or knowledge to the contrary. The
Company shall give to any holder of a Note that is an Institutional Investor
promptly upon request therefor, a complete and correct copy of the names and
addresses of all registered holders of Notes.


Section 13.2.
Transfer and Exchange of Notes. Upon surrender of any Note to the Company at
the address and to the attention of the designated officer (all as specified in
Section 18(iii)), for registration of transfer or exchange (and in the case of
a surrender for registration of transfer accompanied by a written instrument of
transfer duly executed by the registered holder of such Note or such holder’s
attorney duly authorized in writing and accompanied by the relevant name,
address and other information for notices of each transferee of such Note or
part thereof), within ten Business Days thereafter, the Company shall execute
and deliver, at the Company’s expense (except as provided below), one or more
new Notes (as requested by the holder thereof) in exchange therefor, in an
aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such holder
may request and shall be substantially in the form of Exhibit 1. Each such new
Note shall be dated and bear interest from the date to which interest shall
have been paid on the surrendered Note or dated the date of the surrendered
Note if no interest shall have been paid thereon. The Company may require
payment of a sum sufficient to cover any stamp tax or governmental charge
imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than $100,000, provided that if necessary
to enable the registration of transfer by a holder of its entire holding of
Notes, one Note may be in a denomination of less than $100,000. Any transferee,
by its acceptance of a Note registered in its name (or the name of its nominee),
shall be deemed to have made the representation set forth in Section 6.2.


Section 13.3.
Replacement of Notes. Upon receipt by the Company at the address and to the
attention of the designated officer (all as specified in Section 18(iii)) of
evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Note (which evidence shall be, in the case of
an Institutional Investor, a certificate from such Institutional Investor of
such ownership and such loss, theft, destruction or mutilation), and


(a) in the case of
loss, theft or destruction, of indemnity reasonably satisfactory to it
(provided that if the holder of such Note is, or is a nominee for, an original
Purchaser or another holder of a Note with a minimum net worth of at least
$100,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured
agreement of indemnity shall be deemed to be satisfactory), or


(b) in the case of
mutilation, upon surrender and cancellation thereof, within ten Business Days
thereafter, the Company at its own expense shall execute and deliver, in lieu
thereof, a new Note dated and bearing interest from the date to which interest
shall have been paid on such lost, stolen, destroyed or mutilated Note or dated
the date of such lost, stolen, destroyed or mutilated Note if no interest shall
have been paid thereon.


Section 13.4.
Legend. Each Note issued on the date of the Closing and each Note issued
pursuant to this Section 13 shall bear a legend substantially as follows (until
such time as the Obligors shall reasonably agree that such legend is no longer
necessary or advisable):


“THIS NOTE HAS NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR
ANY OTHER APPLICABLE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER SAID
ACT OR SUCH OTHER LAWS.”


SECTION 14.
PAYMENTS ON NOTES.


Section 14.1.
Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole
Amount, if any, and interest becoming due and payable on the Notes shall be
made in Chicago, Illinois at the principal office of LaSalle Bank National
Association, in such jurisdiction. The Company may at any time, by notice to
each holder of a Note,



 23
 









change the place of payment of the Notes so long as
such place of payment shall be either the principal office of the Company in
such jurisdiction or the principal office of a bank or trust company in such
jurisdiction.


Section 14.2. Home
Office Payment. So long as any Purchaser or its nominee shall be the holder of
any Note, and notwithstanding anything contained in Section 14.1 or in such
Note to the contrary, the Company will pay all sums becoming due on such Note
for principal, Make-Whole Amount, if any, and interest by the method and at the
address specified for such purpose below such Purchaser’s name in Schedule A,
or by such other method or at such other address as such Purchaser shall have
from time to time specified to the Company in writing for such purpose, without
the presentation or surrender of such Note or the making of any notation
thereon, except that upon written request of the Company made concurrently with
or reasonably promptly after payment or prepayment in full of any Note, such
Purchaser shall surrender such Note for cancellation, reasonably promptly after
any such request, to the Company at its principal executive office or at the
place of payment most recently designated by the Company pursuant to Section
14.1. Prior to any sale or other disposition of any Note held by a Purchaser or
its nominee, such Purchaser will, at its election, either endorse thereon the
amount of principal paid thereon and the last date to which interest has been
paid thereon or surrender such Note to the Company in exchange for a new Note
or Notes pursuant to Section 13.2. The Company will afford the benefits of this
Section 14.2 to any Institutional Investor that is the direct or indirect
transferee of any Note purchased by a Purchaser under this Agreement and that
has made the same agreement relating to such Note as the Purchasers have made
in this Section 14.2.


SECTION 15.
EXPENSES, ETC.


Section 15.1.
Transaction Expenses. Whether or not the transactions contemplated hereby are
consummated, the Company will pay all costs and expenses (including reasonable
attorneys’ fees of a special counsel and, if reasonably required by the
Required Holders, local or other counsel) incurred by the Purchasers and each
other holder of a Note in connection with such transactions and in connection
with any amendments, waivers or consents under or in respect of any Financing
Agreement (whether or not such amendment, waiver or consent becomes effective),
including, without limitation: (a) the costs and expenses incurred in enforcing
or defending (or determining whether or how to enforce or defend) any rights
under any Financing Agreement or in responding to any subpoena or other legal
process or informal investigative demand issued in connection with any
Financing Agreements, or by reason of being a holder of any Note, (b) the costs
and expenses, including financial advisors’ fees, incurred in connection with
the insolvency or bankruptcy of any Obligor or any Subsidiary or in connection
with any work-out or restructuring of the transactions contemplated by the
Financing Agreements and (c) the costs and expenses incurred in connection with
the initial filing of this Agreement and all related documents and financial
information with the SVO provided, that such costs and expenses shall not
exceed $3,000. The Obligors shall only be liable under this Section 15.1 for
the reasonable attorneys’ fees of a single special counsel and, if reasonably
required, a single local counsel in each jurisdiction where any Obligor or
other Subsidiary conducts business, in each case acting on behalf of the
holders of the Notes as a group, unless, in the reasonable judgment of any
holder of Notes a conflict exists between such holder of Notes and any other
holder of Notes, in which event the Obligors shall be obligated to pay the
reasonable fees and expenses of such additional counsel or counsels as shall be
necessary to eliminate such conflict. The Company will pay, and will save each
Purchaser and each other holder of a Note harmless from, all claims in respect
of any fees, costs or expenses, if any, of brokers and finders (other than
those, if any, retained by a Purchaser or other holder in connection with its
purchase of the Notes).


Section 15.2.
Survival. The obligations of the Company under this Section 15 will survive the
payment or transfer of any Note, the enforcement, amendment or waiver of any
provision of any Financing Agreement, and the termination of any Financing
Agreement.


SECTION 16.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.


All representations
and warranties contained herein shall survive the execution and delivery of
this Agreement, the Notes and the other Financing Agreements, the purchase or
transfer by any Purchaser of any Note or portion thereof or interest therein
and the payment of any Note, and may be relied upon by any subsequent holder of
a Note, regardless of any investigation made at any time by or on behalf of
such Purchaser or any other holder of a Note. All statements contained in any
certificate or other instrument delivered by or on behalf of any Obligor
pursuant to any Financing Agreement shall be deemed representations and
warranties of such Obligor under such Financing Agreement. Subject to the
preceding sentence, this Agreement, the Notes and the other Financing Agreements



 24
 









embody the entire agreement and understanding between
each Purchaser and the Obligors and supersede all prior agreements and
understandings relating to the subject matter hereof.


SECTION 17.
AMENDMENT AND WAIVER.


Section 17.1.
Requirements. This Agreement and the Notes may be amended, and the observance
of any term hereof or of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Company and the
Required Holders, except that (a) no amendment or waiver of any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it
is used therein), will be effective as to any Purchaser unless consented to by
such Purchaser in writing, and (b) no such amendment or waiver may, without the
written consent of the holder of each Note at the time outstanding affected
thereby, (i) subject to the provisions of Section 12 relating to acceleration
or rescission, change the amount or time of any prepayment or payment of
principal of, or reduce the rate or change the time of payment or method of
computation of interest or of the Make-Whole Amount on, the Notes, (ii) change
the percentage of the principal amount of the Notes the holders of which are
required to consent to any such amendment or waiver, or (iii) amend any of
Sections 8, 11(a), 11(b), 12, 17 or 20.


Section 17.2.
Solicitation of Holders of Notes.


(a) Solicitation.
The Company will provide each holder of the Notes (irrespective of the amount
of Notes then owned by it) with sufficient information, sufficiently far in
advance of the date a decision is required, to enable such holder to make an
informed and considered decision with respect to any proposed amendment, waiver
or consent in respect of any of the provisions hereof or of the Notes. The
Company will deliver executed or true and correct copies of each amendment,
waiver or consent effected pursuant to the provisions of this Section 17 to
each holder of outstanding Notes promptly following the date on which it is
executed and delivered by, or receives the consent or approval of, the
requisite holders of Notes.


(b) Payment. The
Company will not directly or indirectly pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee or
otherwise, or grant any security or provide other credit support, to any holder
of Notes as consideration for or as an inducement to the entering into by any
holder of Notes of any waiver or amendment of any of the terms and provisions
hereof unless such remuneration is concurrently paid, or security is
concurrently granted or other credit support concurrently provided, on the same
terms, ratably to each holder of Notes then outstanding even if such holder did
not consent to such waiver or amendment.


Section 17.3.
Binding Effect, etc. Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of Notes and is binding upon them and
upon each future holder of any Note and upon the Obligors without regard to
whether such Note has been marked to indicate such amendment or waiver. No such
amendment or waiver will extend to or affect any obligation, covenant,
agreement, Default or Event of Default not expressly amended or waived or
impair any right consequent thereon. No course of dealing between the Obligors
and the holder of any Note nor any delay in exercising any rights hereunder or
under any Note shall operate as a waiver of any rights of any holder of such
Note. As used herein, the term “this Agreement” and references thereto shall
mean this Agreement as it may from time to time be amended or supplemented.


Section 17.4.
Notes Held by Company, Etc. Solely for the purpose of determining whether the
holders of the requisite percentage of the aggregate principal amount of Notes
then outstanding approved or consented to any amendment, waiver or consent to
be given under this Agreement, the Notes or any other Financing Agreement, or
have directed the taking of any action provided herein, in the Notes or any
other Financing Agreement to be taken upon the direction of the holders of a
specified percentage of the aggregate principal amount of Notes the
outstanding, Notes directly or indirectly owned by the Company or any of its
Affiliates shall be deemed not to be outstanding.


SECTION 18.
NOTICES.


All notices and
communications provided for hereunder shall be in writing and sent (a) by
telecopy if the sender on the same day sends a confirming copy of such notice
by a recognized overnight delivery service (charges prepaid), or (b) by
registered or certified mail with return receipt requested (postage prepaid),
or (c) by a recognized overnight delivery service (with charges prepaid). Any
such notice must be sent:



 25
 









(i) if to any Purchaser or its nominee, to such
Purchaser or nominee at the address specified for such communications in
Schedule A, or at such other address as such Purchaser or nominee shall have
specified to the Company in writing,


(ii) if to any
other holder of any Note, to such holder at such address as such other holder
shall have specified to the Company in writing, or


(iii) if to the
Company, to the Company at its address set forth at the beginning hereof to the
attention of the Chief Executive Officer, or at such other address as the
Company shall have specified to the holder of each Note in writing.


Notices under this
Section 18 will be deemed given only when actually received.


SECTION 19.
REPRODUCTION OF DOCUMENTS.


This Agreement and
all documents relating thereto, including, without limitation, (a) consents,
waivers and modifications that may hereafter be executed, (b) documents
received by any Purchaser at the Closing (except the Notes themselves), and (c)
financial statements, certificates and other information previously or
hereafter furnished to any Purchaser, may be reproduced by such Purchaser by
any photographic, photostatic, electronic, digital, or other similar process
and such Purchaser may destroy any original document so reproduced. The Company
agrees and stipulates that, to the extent permitted by applicable law, any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by such Purchaser in
the regular course of business) and any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
This Section 19 shall not prohibit the Company or any other holder of Notes
from contesting any such reproduction to the same extent that it could contest
the original, or from introducing evidence to demonstrate the inaccuracy of any
such reproduction.


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 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 Company or such Subsidiary, 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 Company or such Subsidiary or by
any Person known by you to be acting in breach of any duty of confidentiality
owed to the Company or such Subsidiary 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, (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



 26














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 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
Company with prior prompt written notice of such disclosure requirement, to the
extent permitted by applicable law, so that 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 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.


SECTION 21.
SUBSTITUTION OF PURCHASER.


Each Purchaser
shall have the right to substitute any one of its Affiliates as the purchaser
of the Notes that it has agreed to purchase hereunder, by written notice to the
Company, which notice shall be signed by both such Purchaser and such
Affiliate, shall contain such Affiliate’s agreement to be bound by this
Agreement and shall contain a confirmation by such Affiliate of the accuracy
with respect to it of the representations set forth in Section 6. Such
substituted purchaser shall provide to the Company in such notice of transfer
information reasonably requested by the Company in order to facilitate delivery
of notices to such substituted purchaser, including wire transfer information
similar to the information provided by you in Schedule A. Upon receipt of such
notice, any reference to such Purchaser in this Agreement (other than in this
Section 21), shall be deemed to refer to such Affiliate in lieu of such
original Purchaser. In the event that such Affiliate is so substituted as a
Purchaser hereunder and such Affiliate thereafter transfers to such original
Purchaser all of the Notes then held by such Affiliate, upon receipt by the
Company of notice of such transfer, any reference to such Affiliate as a “Purchaser”
in this Agreement (other than in this Section 21), shall no longer be deemed to
refer to such Affiliate, but shall refer to such original Purchaser, and such
original Purchaser shall again have all the rights of an original holder of the
Notes under this Agreement.


SECTION 22.
MISCELLANEOUS.


Section 22.1.
Successors and Assigns. All covenants and other agreements contained in this
Agreement and in the other Financing Agreements by or on behalf of any of the
parties hereto or thereto bind and inure to the benefit of their respective
successors and assigns (including, without limitation, any subsequent holder of
a Note) whether so expressed or not.


Section 22.2.
Payments Due on Non-Business Days. Anything in this Agreement, the Notes or in
any other Financing Agreement to the contrary notwithstanding (but without
limiting the requirement in Section 8.5 that the notice of any optional
prepayment specify a Business Day as the date fixed for such prepayment), any
payment of principal of or Make-Whole Amount or interest on any Note that is
due on a date other than a Business Day shall be made on the next succeeding
Business Day without including the additional days elapsed in the computation
of the interest payable on such next succeeding Business Day; provided that if
the maturity date of any Note is a date other than a Business Day, the payment
otherwise due on such maturity date shall be made on the next succeeding
Business Day and shall include the additional days elapsed in the computation
of interest payable on such next succeeding Business Day.


Section 22.3.
Accounting Terms. All accounting terms used herein or in any other Financing
Agreement which are not expressly defined in this Agreement or such other
Financing Agreement have the meanings respectively given to them in accordance
with GAAP. Except as otherwise specifically provided herein, (i) all
computations made pursuant to this Agreement or in any other Financing
Agreement shall be made in accordance with GAAP, and (ii) all financial
statements shall be prepared in accordance with GAAP.


Section 22.4.
Severability. Any provision of this Agreement or any other Financing Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability



 27
 








in any jurisdiction shall (to the full extent
permitted by law) not invalidate or render unenforceable such provision in any
other jurisdiction.


Section 22.5.
Construction, Etc. Each covenant contained herein and in any other Financing
Agreement shall be construed (absent express provision to the contrary) as
being independent of each other covenant contained herein and in such other
Financing Agreement, so that compliance with any one covenant shall not (absent
such an express contrary provision) be deemed to excuse compliance with any
other covenant. Where any provision herein refers to action to be taken by any
Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.


For the avoidance
of doubt, all Schedules and Exhibits attached to this Agreement and the other
Financing Agreements shall be deemed to be a part hereof and thereof, as the
case may be.


Section 22.6.
Counterparts. This Agreement and the other Financing Agreements may be executed
in any number of counterparts, each of which shall be an original but all of
which together shall constitute one instrument. Each counterpart may consist of
a number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto.


Section 22.7.
Governing Law. This Agreement and (except as otherwise expressly stated
therein) the other Financing Agreements shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of Illinois excluding choice-of-law principles of the law of such
State that would permit the application of the laws of a jurisdiction other
than such State.


Section 22.8.
Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably
submits to the non-exclusive jurisdiction of any Illinois State or federal
court sitting in the City of Chicago, over any suit, action or proceeding
arising out of or relating to this Agreement, the Notes or any other Financing
Agreement. To the fullest extent permitted by applicable law, the Company
irrevocably waives and agrees not to assert, by way of motion, as a defense or
otherwise, any claim that it is not subject to the jurisdiction of any such
court, any objection that it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding brought in any such court and any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.


(b) The Company
consents to process being served by or on behalf of any holder of Notes in any
suit, action or proceeding of the nature referred to in Section 22.8(a) by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, return receipt requested, to it at its
address specified in Section 18 or at such other address of which such holder
shall then have been notified pursuant to said Section. The Company agrees that
such service upon receipt (i) shall be deemed in every respect effective
service of process upon it in any such suit, action or proceeding and (ii)
shall, to the fullest extent permitted by applicable law, be taken and held to
be valid personal service upon and personal delivery to it. Notices hereunder
shall be conclusively presumed received as evidenced by a delivery receipt furnished
by the United States Postal Service or any reputable commercial delivery
service.


(c) Nothing in
this Section 22.8 shall affect the right of any holder of a Note to serve
process in any manner permitted by law, or limit any right that the holders of
any of the Notes may have to bring proceedings against the Company in the
courts of any appropriate jurisdiction or to enforce in any lawful manner a
judgment obtained in one jurisdiction in any other jurisdiction.


(d) THE PARTIES
HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO
THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH
OR THEREWITH.


* * * * *



 28
 








If you are in agreement with the foregoing, please
sign the form of agreement on a counterpart of this Agreement and return it to
the Company, whereupon this Agreement shall become a binding agreement between
you and the Company.


Very truly yours,


TALX CORPORATION


	
  

  	
  By

  	
   /s/ L. Keith Graves

  	
   

  
	
   

  	
   

  	
  Name:

  	
  L. Keith Graves

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  
					



 



 29
 








 


	
  

  	
  TALX Corporation

  This Agreement
  is hereby

  accepted and agreed to as

  of the date thereof.

  	
  Note Purchase
  Agreement

  
	
   

  	
   

  
	
   

  	
   

  	
  PRUDENTIAL
  RETIREMENT INSURANCE AND ANNUITY COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Prudential
  Investment Management, Inc.,

  
	
   

  	
   

  	
  as investment
  manager 

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ BL

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Brian E. Lemons

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President 

  
	
   

  	
   

  
	
   

  	
   

  	
  THE PRUDENTIAL
  INSURANCE COMPANY OF AMERICA

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ BL

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian E. Lemons

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
										



 


MTL INSURANCE COMPANY


By: Prudential Private Placement Investors,

L.P. (as Investment Advisor)


By: Prudential Private Placement Investors,

Inc. (as its General Partner)


	
  

  	
  By

  	
  /s/ BL

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian E. Lemons

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 



 30
 








 


 


	
  

  	
  TALX Corporation

  This Agreement
  is hereby

  accepted and agreed to as

  of the date thereof.

  	
  Note Purchase
  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE GUARDIAN LIFE INSURANCE COMPANY OF

  
	
   

  	
   

  	
  AMERICA

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/  Barry Scheinholtz

  
	
   

  	
   

  	
  Name:

  	
  Barry Scheinholtz

  
	
   

  	
   

  	
  Title:

  	
  Private Placements Manager

  
						



 



 31
 








 


	
  

  	
  TALX Corporation

  This Agreement
  is hereby

  accepted and agreed to as

  of the date thereof.

  	
  Note Purchase Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMERICAN INVESTORS LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  AmerUs Capital Management Group, Inc.,

  
	
   

  	
   

  	
   

  	
  its authorized attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/  Roger D. Fors

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger D. Fors

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President - Private

  
	
   

  	
   

  	
   

  	
  Placements

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMERUS LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  AmerUs Capital Management Group, Inc.,

  
	
   

  	
   

  	
   

  	
  its authorized attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/  Roger D. Fors

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Roger D. Fors

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President - Private

  
	
   

  	
   

  	
   

  	
  Placements

  
	
   

  	
   

  	
   

  	
   

  
										



 



 32














INFORMATION
RELATING TO PURCHASERS


SCHEDULE A
  (to Note Purchase Agreement)











DEFINED
TERMS


As used herein,
the following terms have the respective meanings set forth below or set forth
in the Section hereof following such term:


“Affiliate” means,
at any time, and with respect to any Person, any other Person that at such time
directly or indirectly through one or more intermediaries Controls, or is
Controlled by, or is under common Control with, such first Person, and, with
respect to the Company, shall include any Person beneficially owning or
holding, directly or indirectly, 20% or more of any class of voting or equity
interests of the Company or any Subsidiary or any Person of which the Company
and its Subsidiaries beneficially own or hold, in the aggregate, directly or
indirectly, 20% or more of any class of voting or equity interests. As used in
this definition, “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 the ownership of voting securities, by contract or
otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate”
is a reference to an Affiliate of the Company.


“Anti-Terrorism
Order” means Executive Order No. 13,224 of September 24, 2001, Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.


“Bank Credit
Agreement” means that certain Third Amended and Restated Loan Agreement dated
as of May 25, 2006 among the Company, certain banks and other financial
institutions party thereto, and LaSalle Bank National Association, as
Administrative Agent, as amended, restated, supplemented, modified, refinanced
or replaced from time to time.


“Business Day”
means (a) for the purposes of Section 8.7 only, any day other than a Saturday,
a Sunday or a day on which commercial banks in Chicago, Illinois are required
or authorized to be closed and (b) for the purposes of any other provision of
this Agreement, any day other than a Saturday, a Sunday or a day on which
commercial banks in St. Louis, Missouri or Chicago, Illinois are required or
authorized to be closed.


“Capital Lease”
means, at any time, a lease with respect to which the lessee is required
concurrently to recognize the acquisition of an asset and the incurrence of a
liability in accordance with GAAP.


“Capital Lease
Obligations” of any Person means the obligations of such Person to pay rent or
other amounts under any lease of (or other arrangement conveying the right to
use) real or personal property, or a combination thereof, which obligations are
required to be classified and accounted for as Capital Leases on a balance
sheet of such Person under GAAP, and the amount of such obligations shall be
the amount thereof that would appear as a liability on a balance sheet of such
Person determined in accordance with GAAP.


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


SCHEDULE B

(to Note Purchase Agreement)
















(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 Company’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 Company, through beneficial ownership of the capital stock of the Company
or otherwise, or (ii) all or substantially all of the properties and assets of
the Company.


“Closing” is
defined in Section 3.


“Code” means the
Internal Revenue Code of 1986, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time.


“Company” means
TALX Corporation, a Missouri corporation, or any successor that becomes such in
the manner prescribed in Section 10.7.


“Confidential
Information” is defined in Section 20.


“Consolidated Debt”
means at any time the aggregate Indebtedness of the Company and its
Subsidiaries in each case determined on a consolidated basis in accordance with
GAAP as of such time.


“Consolidated
Fixed Charges” means, with respect to any period, the sum of (a) Consolidated
Interest Expense, (b) Lease Rentals and (c) all mandatory or scheduled payments
or prepayments of principal on any Indebtedness of the Company or any
Subsidiary other than payments of principal with respect to revolving or
swingline loans under the Bank Credit Agreement.


“Consolidated
Income Available for Fixed Charges” means, with respect to any period,
Consolidated Net Income for such period plus (to the extent deducted to
calculate Consolidated Net Income): (i) expense for taxes paid or accrued
calculated on a consolidated basis; (ii) Consolidated Fixed Charges for such
period; and (iii) the non-cash charges of any share-based compensation awards,
to the extent such non-cash charges were expensed during such period in
accordance with SFAS 123 or are required to be shown as an expense in any
comparative financial statements for periods prior to the effective date of
SFAS 123.


“Consolidated
Interest Expense” means, with reference to any period, the interest expense
(including without limitation interest expense under Capital Lease Obligations
that is



 B-2
 









treated as interest in accordance with GAAP) of the
Company and its Subsidiaries calculated on a consolidated basis for such
period.


“Consolidated Net
Income” means, with reference to any period, the net earnings (or loss) of the
Company and its Subsidiaries for such period (taken as a cumulative whole), as
determined in accordance with GAAP, excluding, to the extent deducted to
calculate Consolidated Net Income: (i) extraordinary gain and losses; and (ii)
any equity interest of the Company on the unremitted earnings of any Person
that is not a Subsidiary.


“Consolidated Net
Worth” means, at any time, the value of stockholders’ equity of the Company and
its Subsidiaries as of such time determined on a consolidated basis in
accordance with GAAP, less Restricted Investments in excess of 20% of such
stockholders’ equity.


“Consolidated
Operating Cash Flow” means, with reference to any period, Consolidated Net
Income for such period plus, to the extent deducted from revenues in
determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii)
expense for taxes paid or accrued, (iii) depreciation, (iv) amortization, and
(v) the non-cash charges of any share-based compensation awards, to the extent
such non-cash charges were expensed during such period in accordance with SFAS
123 or are required to be shown as an expense in any comparative financial
statements for periods prior to the effective date of SFAS 123, in each case
determined on a consolidated basis.


“Consolidated
Total Assets” means the total assets of the Company and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP.


“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 the
ownership of voting securities, by contract or otherwise.


“Default” means an
event or condition the occurrence or existence of which would, with the lapse
of time or the giving of notice or both, become an Event of Default.


“Default Rate”
means that rate of interest per annum that is the greater of (i) 2.0% per annum
above the rate of interest stated in clause (a) of the first paragraph of the
Notes or (ii) 2.0% per annum over the rate of interest publicly announced by
LaSalle Bank, National Association in Chicago, Illinois as its “base” or “prime”
rate.


“Disposition” is
defined in Section 10.8.


“Environmental
Laws” means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including but not limited to
those related to Hazardous Materials.



 B-3
 









“Equity Interests” means shares of capital stock,
partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a
Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any such equity interest.


“Equity Issuance”
shall mean any issuance of Equity Interests of the Company or any of its
Subsidiaries, other than (i) any issuance of Equity Interests by a Subsidiary
to the Company or another Subsidiary or (ii) any issuance of Equity Interests
pursuant to any employee or director option program, benefit plan or
compensation program.


“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the rules and regulations promulgated thereunder from time to time in
effect.


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is treated as a
single employer together with any Obligor under section 414 of the Code.


“Event of Default”
is defined in Section 11.


“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, and
the rules and regulations promulgated thereunder from time to time in effect.


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


“Form 10-K” is
defined in Section 7.1(b).


“Form 10-Q” is
defined in Section 7.1(a).


“GAAP” means
generally accepted accounting principles as in effect from time to time in the
United States of America.


“Governmental
Authority” means


(a) the government
of


(i) the United
States of America or any State or other political subdivision thereof, or


(ii) any other
jurisdiction in which the Company or any Subsidiary conducts all or any part of
its business, or which asserts jurisdiction over any properties of the Company
or any Subsidiary, or


(b) any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government.



 B-4
 









“Guaranty” means, with respect to any Person, any
obligation (except the endorsement in the ordinary course of business of
negotiable instruments for deposit or collection) of such Person guaranteeing
or in effect guaranteeing any Indebtedness, dividend or other obligation of any
other Person in any manner, whether directly or indirectly, including (without
limitation) obligations incurred through an agreement, contingent or otherwise,
by such Person:


(a) to purchase
such Indebtedness or obligation or any property constituting security therefor;


(b) to advance or
supply funds (i) for the purchase or payment of such Indebtedness or
obligation, or (ii) to maintain any working capital or other balance sheet
condition or any income statement condition of any other Person or otherwise to
advance or make available funds for the purchase or payment of such
Indebtedness or obligation;


(c) to lease
properties or to purchase properties or services primarily for the purpose of
assuring the owner of such Indebtedness or obligation of the ability of any
other Person to make payment of the Indebtedness or obligation; or


(d) otherwise to
assure the owner of such Indebtedness or obligation against loss in respect
thereof.


In any computation
of the Indebtedness or other liabilities of the obligor under any Guaranty, the
Indebtedness or other obligations that are the subject of such Guaranty shall
be assumed to be direct obligations of such obligor.


“Hazardous
Material” means any and all pollutants, toxic or hazardous wastes or other
substances that might pose a hazard to health and safety, the removal of which
may be required or the generation, manufacture, refining, production,
processing, treatment, storage, handling, transportation, transfer, use, disposal,
release, discharge, spillage, seepage or filtration of which is or shall be
restricted, prohibited or penalized by any applicable law including, but not
limited to, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, petroleum, petroleum products, lead based paint, radon gas or
similar restricted, prohibited or penalized substances.


“holder” means,
with respect to any Note the Person in whose name such Note is registered in
the register maintained by the Company pursuant to Section 13.1.


“Indebtedness”
with respect to any Person means, at any time, without duplication,


(a) its
liabilities for borrowed money and its redemption obligations in respect of
mandatorily redeemable Preferred Stock;


(b) its
liabilities for the deferred purchase price of property acquired by such Person
(excluding accounts payable arising in the ordinary course of business but
including all liabilities created or arising under any conditional sale or
other title retention agreement with respect to any such property);



 B-5
 









(c) (i) all liabilities appearing on its balance sheet
in accordance with GAAP in respect of Capital Leases and (ii) all liabilities
which would appear on its balance sheet in accordance with GAAP in respect of
Synthetic Leases assuming such Synthetic Leases were accounted for as Capital
Leases;


(d) all
liabilities for borrowed money secured by any Lien with respect to any property
owned by such Person (whether or not it has assumed or otherwise become liable
for such liabilities); and


(e) any Guaranty
of such Person with respect to liabilities of a type described in any of
clauses (a) through (d) hereof.


Indebtedness of
any Person shall include all obligations of such Person of the character
described in clauses (a) through (e) to the extent such Person remains legally
liable in respect thereof notwithstanding that any such obligation is deemed to
be extinguished under GAAP. Indebtedness of any Person shall not include any
obligations of such Person under or with respect to Swap Contracts.


“Institutional
Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding
(together with one or more of its affiliates) more than $2,000,000 of the
aggregate principal amount of the Notes then outstanding, (c) any bank, trust
company, savings and loan association or other financial institution, any
pension plan, any investment company, any insurance company, any broker or
dealer, or any other similar financial institution or entity, regardless of
legal form, and (d) any Related Fund of any holder of any Note.


“Intercreditor
Agreement” means the Intercreditor Agreement attached hereto as Exhibit 4.14
and executed by the parties thereto.


“Lease Rentals”
means, with respect to any period, the sum of the rental and other obligations
required to be paid during such period by the Company or any Subsidiary as
lessee under all leases of real or personal property (other than Capital
Leases), less any amount required to be paid by the lessee (whether or not
therein designated as rental or additional rental) on account of maintenance
and repairs, insurance, taxes, assessments, water rates and similar charges,
and less any related rental income from subleases, provided that, if at the
date of determination, any such rental or other obligations (or portion
thereof) are contingent or not otherwise definitely determinable by the terms
of the related lease, the amount of such obligations (or such portion thereof)
(i) shall be assumed to be equal to the amount of such obligations for the
period of 12 consecutive calendar months immediately preceding the date of
determination or (ii) if the related lease was not in effect during such
preceding 12-month period, shall be the amount estimated by a Senior Financial
Officer of the Company on a reasonable basis and in good faith.


“Lien” means, with
respect to any Person, any mortgage, lien, pledge, charge, security interest or
other encumbrance, or any interest or title of any vendor, lessor, lender or
other secured party to or of such Person under any conditional sale or other title
retention agreement or



 B-6
 









Capital Lease, upon or with respect to any property or
asset of such Person (including in the case of stock, stockholder agreements,
voting trust agreements and all similar arrangements).


“Make-Whole Amount”
is defined in Section 8.7.


“Material” means
material in relation to the business, operations, affairs, financial condition,
assets or properties of the Company 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 Company 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.


“Memorandum” is
defined in Section 5.3.


“Multiemployer
Plan” means any Plan that is a “multiemployer plan” (as such term is defined in
section 4001(a)(3) of ERISA).


“NAIC” means the
National Association of Insurance Commissioners or any successor thereto.


“Notes” is defined
in Section 1.


“Obligors” means
the Company and the Subsidiary Guarantors.


“Officer’s
Certificate” means a certificate of a Senior Financial Officer of an Obligor or
of any other officer of an Obligor whose responsibilities extend to the subject
matter of such certificate.


“PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA or any
successor thereto.


“Person” means an
individual, partnership, corporation, limited liability company, association,
trust, unincorporated organization, business entity or Governmental Authority.


“Plan” means an “employee
benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA
that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any
liability.


“Preferred Stock”
means any class of capital stock of a Person that is preferred over any other
class of capital stock (or similar equity interests) of such Person as to the
payment of dividends or the payment of any amount upon liquidation or
dissolution of such Person.



 B-7
 









“Priority Debt” means the sum, without duplication, of
(i) Indebtedness of the Company or any Subsidiary secured by Liens whether or
not permitted pursuant to clauses (a) through (i) of Section 10.6; and (ii) all
other Indebtedness of all Subsidiaries not otherwise permitted pursuant to
clauses (a) through (d) of

Section 10.9.


“property” or “properties”
means, unless otherwise specifically limited, real or personal property of any
kind, tangible or intangible, choate or inchoate.


“PTE” means a
Prohibited Transaction Exemption issued by the Department of Labor.


“Purchaser” is
defined in the first paragraph of this Agreement.


“Qualified
Institutional Buyer” means any Person who is a “qualified institutional buyer”
within the meaning of such term as set forth in Rule 144A(a)(1) under the
Securities Act.


“Ratable Portion”
means, with respect to any Note and any prepayment pursuant to Section 8.8 with
respect thereto, an amount equal to the product of (a) the net proceeds of the
Disposition in question being offered to the payment of Senior Disposition
Indebtedness in connection with such Disposition multiplied by (b) a fraction
the numerator of which is the outstanding principal amount of such Note and the
denominator of which is the aggregate principal amount of all Senior
Disposition Indebtedness with respect to which such offer of prepayment is
made.


“Related Fund”
means, with respect to any holder of any Note, any fund or entity that (i)
invests in Securities or bank loans, and (ii) is advised or managed by such
holder, the same investment advisor as such holder or by an affiliate of such
holder or such investment advisor.


“Required Holders”
means, at any time, the holders of more than 50% in principal amount of the
Notes at the time outstanding (exclusive of Notes then owned by the Company or
any of its Affiliates).


“Responsible
Officer” means any Senior Financial Officer and any other officer of the
Company or another applicable Obligor, as the context requires, with
responsibility for the administration of the relevant portion of this
Agreement.


“Restricted
Investments” means all investments except: (i) property to be used in the
ordinary course of business; (ii) assets arising from the sale of goods and
services in the ordinary course of business; (iii) investments in one or more
Subsidiaries or any Person that becomes a Subsidiary; (iv) investments existing
at the date of closing and any future earnings in respect thereof; (v)
investments in obligations, maturing within one year, issued by or guaranteed
by the United States of America, or an agency thereof, or Canada, or any
province thereof; (vi) investments in tax-exempt obligations of any U.S. state
or municipality, maturing within one year, which are rated in one of the top two
rating classifications by at least one national rating agency; (vii)
investments in certificates of deposit, banker’s acceptances or demand deposits
maturing less than one year from the date of issuance thereof and issued by a
commercial bank which at the time of the making of such investment is rated in
one of the top two rating



 B-8
 









classifications by at least one national rating
agency; (viii) investments in commercial paper, maturing within 270 days, rated
in the highest rating classification by at least one national rating agency;
(ix) investments in repurchase agreements; (x) treasury stock or treasury stock
that is subsequently retired; (xi) investments in money market instrument
programs that are classified as current assets in accordance with GAAP; or
(xii) investments in demand deposit, checking accounts or other normal
operating accounts of the Company and its Subsidiaries.


“SEC” shall mean
the Securities and Exchange Commission of the United States, or any successor
thereto.


“Securities” or “Security”
shall have the meaning specified in Section 2(1) of the Securities Act.


“Securities Act”
means the Securities Act of 1933, as amended from time to time, and the rules
and regulations promulgated thereunder from time to time in effect.


“Senior Financial
Officer” means the chief financial officer, principal accounting officer,
treasurer or comptroller of the Company or another applicable Obligor, as the
context requires.


“Senior
Disposition Indebtedness” has the meaning set forth in Section 10.8 hereof.


“Senior
Indebtedness” means, with respect to any Person, all Indebtedness of such
Person which is not expressed to be subordinate or junior in rank to any other
Indebtedness of such Person.


“Subsidiary”
means, as to any Person, any other Person in which such first Person or one or
more of its Subsidiaries or such first Person and one or more of its
Subsidiaries owns sufficient equity or voting interests to enable it or them
(as a group) ordinarily, in the absence of contingencies, to elect a majority
of the directors (or Persons performing similar functions) of such second
Person, and any partnership or joint venture if more than a 50% interest in the
profits or capital thereof is owned by such first Person or one or more of its
Subsidiaries or such first Person and one or more of its Subsidiaries (unless
such partnership or joint venture can and does ordinarily take major business
actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to
a “Subsidiary” is a reference to a Subsidiary of the Company.


“Subsidiary
Guarantee Agreement” means a subsidiary guarantee agreement substantially in
the form of Exhibit 4.13 (and any and all supplements thereto) dated as of the
date of the Closing and executed by each Subsidiary Guarantor and any other
guarantee agreements in form and substance satisfactory to the Required Holders
and their counsel guaranteeing the obligations of the Company hereunder and
under the Notes, in each case as amended, restated, supplemented or otherwise
modified from time to time.


“Subsidiary
Guarantor” means TALX UCM Services, Inc., a Missouri corporation, TALX FasTime
Services, Inc., a Texas corporation, TALX Employer Services, LLC, a Missouri
limited liability company, TBT Enterprises, Incorporated, a Maryland
corporation, UI



 B-9
 









Advantage, Inc., a Maryland corporation, Net Profit,
Inc., a South Carolina corporation, TALX Tax Incentive Services, LLC, a
Missouri limited liability company, Jon-Jay Associates, Inc., a Massachusetts
corporation, TALX Tax Credits and Incentives, LLC, a Missouri limited liability
company, Management Insight Incentives, LLC, a Missouri limited liability
company, Unemployment Services, LLC, a Missouri limited liability company, and Performance
Assessment Network, Inc., a Delaware corporation, together with any other
Subsidiary who has executed and delivered a Joinder Agreement or a Subsidiary
Guarantee Agreement pursuant to the provisions of Section 9.7.


“SVO” means the
Securities Valuation Office of the NAIC or any successor to such Office.


“Swap Contract”
means (a) any and all interest rate swap transactions, basis swap transactions,
basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or
equity index swaps or options, bond or bond price or bond index swaps or
options or forward foreign exchange transactions, cap transactions, floor
transactions, currency options, spot contracts or any other similar
transactions or any of the foregoing (including, but without limitation, any
options to enter into any of the foregoing), and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International
Foreign Exchange Master Agreement.


“Synthetic Lease”
means, at any time, any lease (including leases that may be terminated by the
lessee at any time) of any property (a) that is accounted for as an operating
lease under GAAP and (b) in respect of which the lessee retains or obtains
ownership of the property so leased for U.S. federal income tax purposes, other
than any such lease under which such Person is the lessor.


“USA Patriot Act”
means United States Public Law 107-56, Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.


“Wholly-Owned
Subsidiary” means, at any time, any Subsidiary one hundred percent of all of
the equity interests (except directors’ qualifying shares) and voting interests
of which are owned by any one or more of the Company and the Company’s other
Wholly-Owned Subsidiaries at such time.



 B-10














CHANGES
TO CORPORATE STRUCTURE


On April 6, 2006,
TALX Corporation acquired the stock of Performance Assessment Network, Inc.


SCHEDULE 4.9

(to Note Purchase Agreement)











DISCLOSURE
MATERIALS


1. On April 6,
2006, TALX Corporation acquired the stock of Performance Assessment Network,
Inc.


2. Concurrently
with the issuance of the Notes, TALX Corporation is entering into a $150.0
million Third Amended and Restated Loan Agreement with LaSalle Bank National
Association and the other lenders party thereto.


3. Current Report
on Form 8-K filed on May 11, 2006 (dated May 10, 2006), including the exhibits
attached thereto.


SCHEDULE 5.3

(to Note Purchase Agreement)











SUBSIDIARIES
OF THE COMPANY

AND OWNERSHIP OF SUBSIDIARY STOCK


	
   

  	
   

  	
  JURISDICTION OF

  	
   

  	
   

  	
   

  	
  SUBSIDIARY

  
	
  NAME

  	
   

  	
  FORMATION

  	
   

  	
  OWNERSHIP

  	
   

  	
  GUARANTOR

  
	
  TALX FasTime
  Services, Inc.

  	
   

  	
  a Texas corporation

  	
   

  	
  100% common stock owned by Company

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TALX UCM
  Services, Inc.

  	
   

  	
  a Missouri corporation

  	
   

  	
  100% common stock owned by Company

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TALX Employer
  Services, LLC

  	
   

  	
  a Missouri limited liability company

  	
   

  	
  100% membership interests owned by Company

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TBT Enterprises,
  Incorporated

  	
   

  	
  a Maryland corporation

  	
   

  	
  100% common stock owned by Company

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UI Advantage,
  Inc.

  	
   

  	
  a Maryland corporation

  	
   

  	
  100% common stock owned by Company

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Profit, Inc.

  	
   

  	
  a South Carolina corporation

  	
   

  	
  100% common stock owned by Company

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TALX Tax
  Incentive Services, LLC

  	
   

  	
  a Missouri limited liability company

  	
   

  	
  100% membership interests owned by

  Company

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jon-Jay
  Associates, Inc.

  	
   

  	
  a Massachusetts corporation

  	
   

  	
  100% common stock owned by TALX UCM Services, Inc.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unemployment
  Services, LLC

  	
   

  	
  a Missouri limited liability company

  	
   

  	
  100% membership interests owned by

  TALX UCM Services, Inc.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TALX Tax Credits
  and Incentives, LLC

  	
   

  	
  a Missouri limited liability company

  	
   

  	
  100% membership interests owned by

  Company

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Management
  Insight Incentives, LLC

  	
   

  	
  a Missouri limited liability company LLC

  	
   

  	
  100% membership interests owned by

  TALX Tax Credits and Incentives,

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Performance
  Assessment Network, Inc.

  	
   

  	
  a Delaware corporation

  	
   

  	
  100% common stock owned by Company

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TALX Limited

  	
   

  	
  a company organized under the laws of England

  	
   

  	
  Dormant

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Johnson &
  Associates, LLC

  	
   

  	
  a Nebraska limited liability company

  	
   

  	
  100% common stock owned by TALX UCM Services, Inc.

  	
   

  	
  No

  



 


SCHEDULE 5.4

(to Note Purchase Agreement)











FINANCIAL
STATEMENTS; MATERIAL LIABILITIES


1. TALX
Corporation’s Form 10-Q for the fiscal period ended December 31, 2005


2. TALX
Corporation’s Forms 10-K for fiscal years ended March 31, 2005 and March 31,
2004 and Form 10-K/A for fiscal year ended March 31, 2003.


SCHEDULE 5.5

(to Note Purchase Agreement)











EXISTING
INDEBTEDNESS


1. $150,000,000
Third Amended and Restated Loan Agreement dated as of the date of Closing (the “2006
Loan Agreement”), between TALX Corporation, LaSalle Bank National Association
and the other lenders party thereto, which is jointly and severally guaranteed
by the Subsidiary Guarantors. The 2006 Loan Agreement amended and restated the
$200 million Second Amended and Restated Loan Agreement dated as of April 14,
2005 (the “2005 Loan Agreement”), between TALX Corporation, LaSalle Bank
National Association and the other lenders party thereto. The proceeds of the
Notes will be used to repay loans outstanding under the 2005 Loan Agreement on
the date of Closing and for other general corporate purposes.


2. The Notes and
the Subsidiary Guarantee Agreement.


3. Various capital
leases of equipment used in the business of TALX Corporation and the Subsidiary
Guarantors with Capital Lease Obligations not in excess of $200,000.00.


SCHEDULE 5.15

(to Note Purchase Agreement)











THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES
LAWS AND, ACCORDINGLY, MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS
REGISTERED OR EXEMPT FROM REGISTRATION UNDER SAID ACT OR SUCH OTHER LAWS.


FORM OF NOTE


TALX CORPORATION


6.89% SENIOR GUARANTEED NOTE DUE MAY
25, 2014


No. [        ]
[Date] $[        ] PPN 874918 A* 6


FOR VALUE
RECEIVED, the undersigned, TALX CORPORATION (herein called the “Company”), a
corporation organized and existing under the laws of the State of Missouri,
hereby promises to pay to [                ],
or registered assigns, the principal sum of [                        ]
DOLLARS (or so much thereof as shall not have been prepaid) on May 25, 2014,
with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance hereof at the rate of 6.89% per annum from the date
hereof, payable semiannually, on the 25th day of May and November in each year,
commencing with the May 25 or November 25 next succeeding the date hereof,
until the principal hereof shall have become due and payable, and (b) to the
extent permitted by law, at a rate per annum from time to time equal to the
greater of (i) 8.89% or (ii) 2.0% over the rate of interest publicly announced
by LaSalle Bank, National Association from time to time in Chicago, Illinois as
its “base” or “prime” rate, on any overdue payment of interest and, during the
continuance of an Event of Default, on the unpaid balance hereof and on any
overdue payment of any Make-Whole Amount payable semiannually as aforesaid (or,
at the option of the registered holder hereof, on demand).


Payments of
principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at LaSalle Bank,
National Association in Chicago, Illinois or at such other place as the Company
shall have designated by written notice to the holder of this Note as provided
in the Note Purchase Agreement referred to below.


The payment and
performance of this Note is unconditionally guaranteed by the Subsidiary
Guarantors as provided in the Subsidiary Guarantee Agreements.


This Note is one
of a series of Senior Notes (herein called the “Notes”) issued pursuant to the
Note Purchase Agreement, dated as of May 25, 2006 (as from time to time
amended, the “Note Purchase Agreement”), among the Company, the other Obligors
from time to time party thereto and the respective Purchasers named therein and
is entitled to the benefits thereof. Each holder of this Note will be deemed,
by its acceptance hereof, to have (i) agreed to the


EXHIBIT 1

(to Note Purchase Agreement)











confidentiality provisions set forth in Section 20 of
the Note Purchase Agreement and (ii) made the representation set forth in
Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated,
capitalized terms used in this Note shall have the respective meanings ascribed
to such terms in the Note Purchase Agreement.


This Note is a
registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a
written instrument of transfer duly executed, by the registered holder hereof
or such holder’s attorney duly authorized in writing, a new Note for a like
principal amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer, the Company
may treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the
Company will not be affected by any notice to the contrary.


The Company will
make required prepayments of principal on the dates and in the amounts
specified in the Note Purchase Agreement. This Note is also subject to optional
prepayment, in whole or from time to time in part, at the times and on the
terms specified in the Note Purchase Agreement, but not otherwise.


Additional
interest hereon may also be required pursuant to Section 9.10 of the Note
Purchase Agreement.


If an Event of
Default occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.


This Note shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the law of the State of Illinois excluding choice-of-law
principles of the law of such State that would require the application of the
laws of a jurisdiction other than such State.


TALX CORPORATION


By




[Title]


1-2















DESCRIPTION
OF OPINION OF SPECIAL COUNSEL

TO THE COMPANY AND THE SUBSIDIARY GUARANTORS


May 25, 2006


The Purchasers
listed in

Schedule I hereto


Re: TALX
Corporation


Ladies and
Gentlemen:


We have acted as
special counsel to TALX Corporation, a Missouri corporation (“TALX”), TALX UCM
Services, Inc., a Missouri corporation (“TUS”), TALX FasTime Services, Inc., a
Texas corporation (“TFTS”), TALX Employer Services, LLC, a Missouri limited
liability company (“TES”), TBT Enterprises, Incorporated, a Maryland corporation
(“TBT”), UI Advantage, Inc., a Maryland corporation (“UI”), Net Profit, Inc., a
South Carolina corporation (“NET”), TALX Tax Incentive Services, LLC, a
Missouri limited liability company (“TIS”), Jon-Jay Associates, Inc., a
Massachusetts corporation (“JJ”), TALX Tax Credits and Incentives, LLC, a
Missouri limited liability company (“TCI”), Management Insight Incentives, LLC,
a Missouri limited liability company (“MII”), Unemployment Services, LLC, a
Missouri limited liability company (“US”), and Performance Assessment Network,
Inc., a Delaware corporation (“PAN”), in connection with that certain Note
Purchase Agreement dated May 25, 2006 (the “Note Purchase Agreement”), among
TALX and the purchasers party thereto (the “Purchasers”). TUS, TFTS, TES, TBT,
UI, NET, TIS, JJ, TCI, MII, US and PAN are sometimes collectively referred to
herein as the “Guarantors,” and, in the singular, as a “Guarantor.” TALX and
the Guarantors are sometimes collectively referred to herein as the “Representation
Parties,” and, in the singular, as a “Representation Party.” All capitalized
terms which are defined in the Note Purchase Agreement shall have the same
meanings when used herein, unless otherwise specified.


In connection
herewith, we have examined the documents listed on Annex A, Annex B and Annex C
attached hereto and such other documents, records and instruments, and we have
made such legal and factual inquiries, as we have deemed necessary or
appropriate as a basis for us to render the opinions hereinafter expressed. The
documents referenced in Annex A as items (d) through (k) are collectively
referred to herein as the “Financing Agreements.” The documents referenced in
Annex A as items (a) and (b) are collectively referred to herein as the “Organizational
Documents.”


Exhibit 4.4(a)

(to Note Purchase Agreement)















In our examination of the foregoing, we have assumed
the genuineness of all signatures (other than the signatures of the
Representation Parties), the legal competence and capacity of natural persons,
the authenticity of documents submitted to us as originals and the conformity
with authentic original documents of all documents submitted to us as copies.
When relevant facts were not independently established, we have relied without
independent investigation as to matters of fact upon statements of governmental
officials and upon representations made in or pursuant to the Financing
Agreements and certificates and statements of appropriate representatives of
the Representation Parties.


In connection herewith, we have assumed that, other
than with respect to the Representation Parties, all of the documents referred
to in this opinion letter have been duly authorized by, have been duly executed
and delivered by, and constitute the valid, binding and enforceable obligations
of, all of the parties to such documents, all of the signatories to such
documents have been duly authorized and all such parties are duly organized and
validly existing and have the power and authority (corporate or other) to
execute, deliver and perform such documents.


Based upon the foregoing and in reliance thereon, and
subject to the assumptions, comments, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:


1. Based solely on a recently dated good standing
certificate from the Secretary of State of the State of Missouri, TALX and TUS
are validly existing as corporations, in good standing under the laws of the
State of Missouri.


2. Based solely on a recently dated certificate of
existence from the Secretary of State of the State of Texas and a recently
dated certificate of account status from the Texas Comptroller of Public
Accounts, TFTS is validly existing as a corporation, in good standing under the
laws of the State of Texas.


3. Based solely on recently dated good standing
certificates from the State Department of Assessments and Taxation of the State
of Maryland, TBT and UI are validly existing as corporations, in good standing
under the laws of the State of Maryland.


4. Based solely on a recently dated certificate of
existence from the Secretary of State of the State of South Carolina, NET is
validly existing as a corporation under the laws of the State of South
Carolina.


5. Based solely on a recently dated good standing
certificate from the Secretary of the Commonwealth of the Commonwealth of
Massachusetts, JJ is validly existing as a corporation, in good standing under
the laws of the Commonwealth of Massachusetts.


6. Based solely on recently dated good standing
certificates from the Secretary of State of the State of Missouri, TES, TIS,
TCI, MII and US are validly existing as limited liability companies, in good
standing under the laws of the State of Missouri.


E-4.4(a)-4











7. Based solely on a recently dated good standing
certificate from the Secretary of State of the State of Delaware, PAN is
validly existing as a corporation, in good standing under the laws of the State
of Delaware.


8. Based solely on recently dated good standing
certificates from the Secretaries of State or other appropriate official of the
applicable jurisdictions, the Representation Parties are duly qualified or
admitted to transact business and are in good standing as foreign corporations
or limited liability companies in the jurisdictions set forth on Annex C.


9. Each Representation Party has all requisite
organizational power to own, lease and operate its material properties and
assets and conduct its business in all material respects as now being conducted
and as set forth in the offering disclosure document.


10. The execution and delivery by each Representation
Party of each Financing Agreement to which it is a party and the performance by
such Representation Party of its obligations thereunder are within the
organizational power of such Representation Party and have been duly authorized
by all necessary organizational action on the part of such Representation
Party.


11. Each of the Financing Agreements has been duly
executed and delivered by each Representation Party which is a party thereto
and constitutes the valid and binding obligation of such Representation Party,
enforceable against such Representation Party in accordance with its terms.


12. No consent, approval, authorization or other
action by, and no notice to or filing with, any United States federal or
Missouri or Illinois state governmental authority or regulatory body that we,
based on our experience, recognize as applicable to the Representation Parties
in a transaction of this type, is required for the due execution, delivery and
performance by the Representation Parties of their respective obligations under
the Financing Agreements, except for (i) such consents, approvals, filings or
registrations that have been obtained or made on or prior to the date hereof
and are in full force and effect, (ii) the filing of a Current Report on Form
8-K with the Securities and Exchange Commission, and (iii) any filings or other
actions required pursuant to state securities or blue sky laws (other than the
blue sky laws of the State of Missouri) or the rules of the National
Association of Securities Dealers, Inc. (“NASD”), as to which we express no
opinion.


13. We hereby confirm to you that, to our knowledge,
no action or proceeding against and naming any Representation Party is pending
or overtly threatened by written communication to any Representation Party
before any United States federal, or Illinois or Missouri state court,
governmental authority or arbitrator that calls into question the validity or
enforceability of the Financing Agreements.


14. The execution and delivery by each Representation
Party of the Financing Agreements to which such Representation Party is a party
and the performance by such Representation Party of its obligations thereunder
do not result in (a) any violation by such Representation Party of (i) the
provisions of its Organizational Documents, (ii) any provision of


E-4.4(a)-5











applicable United States federal or Missouri or
Illinois state law that we, based on our experience, recognize as applicable to
such Representation Party in a transaction of this type, other than state
securities or blue sky laws (other than the blue sky laws of the State of
Missouri) or the rules of the NASD, as to which we express no opinion, or (iii)
to our knowledge, any order, writ, judgment or decree of any United States
federal or Missouri or Illinois state court or governmental authority or
regulatory body that names a Representation Party or is specifically directed
to any Representation Party or any of its material properties, or (b) a breach
or default, or result in the creation or imposition of any security interest or
lien upon any of the properties of such Representation Party, under or pursuant
to any material agreement, contract or instrument to which such Representation
Party is a party or by which it is bound. For purposes of the foregoing, we
have assumed that the only material agreements, contracts or instruments to
which such Representation Party is a party or by which it is bound are those
identified on Annex D hereto.


15. The application of the proceeds of the issue and
sale of the Notes as set forth in Section 5.14 of the Note Purchase Agreement
will not violate Regulations T, U or X of the Board of Governors of the Federal
Reserve System, 12 C.F.R. Sections 220, 221 and 224, respectively.


16. No Representation Party is an “investment company”
or an entity “controlled” by an “investment company,” within the meaning of the
Investment Company Act of 1940, as amended.


17. Assuming (i) the accuracy of the representations
and warranties of TALX and the Purchasers set forth in the Note Purchase
Agreement, and (ii) the accuracy of the representations and warranties of
LaSalle Debt Capital Markets in its letter to us of even date herewith, the
issuance, sale and delivery of the Notes by TALX and the applicable Subsidiary
Guaranty Agreement by each respective Representation Party under the
circumstances contemplated by the Note Purchase Agreement do not under existing
law require the registration of the Notes or the Subsidiary Guaranty Agreements
under the Securities Act or the qualification of an indenture under the Trust
Indenture Act of 1939, as amended, it being understood that no opinion is
expressed as to the resale of the Notes.


In addition to the assumptions, comments,
qualifications, limitations and exceptions set forth above, the opinions set
forth herein are further limited by, subject to and based upon the following
assumptions, comments, qualifications, limitations and exceptions:


(a) Wherever this opinion letter refers to matters “known
to us,” or to our “knowledge,” or words of similar import, such reference means
that, during the course of our representation of the Representation Parties
with respect to the Financing Agreements, we have requested information of the
Representation Parties concerning the matter referred to and no information has
come to the attention of (either as a result of such request for information or
otherwise) the attorneys currently employed by our Firm devoting substantive
attention or a material amount of time thereto, which has given us actual
knowledge of the existence (or absence) of facts to the contrary. Except as
otherwise stated herein, we have undertaken no independent investigation or
verification of such matters, and no inference should be drawn to the contrary
from the fact of our representation of the Representation Parties.


E-4.4(a)-6











(b) Our opinions herein reflect only the application
of applicable Missouri and Illinois state law (excluding the securities and
blue sky laws of Illinois) and the federal laws of the United States, and, to
the extent required by the foregoing opinions, the Delaware General Corporation
Law. For the purposes of the foregoing opinions, the Firm attorneys who
prepared this opinion letter are not licensed in the States of Delaware, Texas,
Maryland, South Carolina or Massachusetts, and, with your permission, to the
extent required by the foregoing opinions, such opinions reflect only a reading
of the statutory provisions of the Texas Business Corporation Act, the South
Carolina Business Corporation Act of 1988, the Maryland General Corporation Law
and the Massachusetts Business Corporation Act, in each case as reported in
Aspen Law & Business Corporation Statutes, updated through May 1, 2006. The
opinions set forth herein are made as of the date hereof and are subject to,
and may be limited by, future changes in the factual matters set forth herein,
and we undertake no duty to advise you of the same. The opinions expressed
herein are based upon the law in effect (and published or otherwise generally
available) on the date hereof, and we assume no obligation to revise or
supplement these opinions should such law be changed by legislative action,
judicial decision or otherwise. In rendering our opinions, we have not
considered, and hereby disclaim any opinion as to, the application or impact of
any laws, cases, decisions, rules or regulations of any other jurisdiction,
court or administrative agency.


(c) The enforceability of the Financing Agreements may
be limited by (i) applicable bankruptcy, insolvency, reorganization,
receivership, moratorium or similar laws affecting or relating to the rights
and remedies of creditors generally including, without limitation, laws
relating to fraudulent transfers or conveyances, preferences and equitable
subordination, (ii) general principles of equity (regardless of whether
considered in a proceeding in equity or at law), and (iii) an implied covenant
of good faith and fair dealing.


(d) Our opinions are further subject to the effect of
generally applicable rules of law arising from statutes, judicial and
administrative decisions, and the rules and regulations of governmental
authorities that: (i) limit or affect the enforcement of provisions of a
contract that purport to require waiver of the obligations of good faith, fair
dealing, diligence and reasonableness, (ii) limit the availability of a remedy
under certain circumstances where another remedy has been elected, (iii) limit
the enforceability of provisions releasing, exculpating, or exempting a party
from, or requiring indemnification of a party for, liability for its own action
or inaction, to the extent the action or inaction involves negligence,
recklessness, willful misconduct or unlawful conduct, (iv) may, where less than
all of the contract may be unenforceable, limit the enforceability of the
balance of the contract to circumstances in which the unenforceable portion is
not an essential part of the agreed exchange and (v) govern and afford judicial
discretion regarding the determination of damages and entitlement to attorneys’
fees.


(e) We express no opinion as to:


(i) the enforceability of any provision in any of the
Financing Agreements purporting or attempting to (A) confer exclusive venue
upon certain courts or otherwise waive the defenses of forum non conveniens or
improper venue or (B) confer subject matter jurisdiction on a court not having
independent grounds therefor or (C) modify or waive the requirements for
effective service of process for any action that may be brought or (D) waive
the right of the Representation Parties or any other person to a trial by jury
or (E) provide that remedies are


E-4.4(a)-7











cumulative or that decisions by a party are conclusive
or (F) modify or waive the rights to notice, legal defenses, statutes of
limitations or other benefits that cannot be waived under applicable law;


(ii) the enforceability of (A) any rights to
indemnification or contribution provided for in the Financing Agreements which
are violative of public policy underlying any law, rule or regulation
(including any federal or state securities law, rule or regulation) or the
legality of such rights, (B) any provisions purporting to provide to the
Purchasers the right to receive costs and expenses beyond those reasonably
incurred by such parties, (C) provisions in the Financing Agreements whose
terms are left open for later resolution by the parties, or (D) except as
expressly set forth herein, the choice of law provisions of the Financing
Agreements;


(iii) whether any Guarantor may guarantee or otherwise
be liable for indebtedness incurred by TALX except to the extent that any such
Guarantor may be determined to have benefited from the incurrence of the
indebtedness by TALX;


(iv) the validity, binding effect or enforceability of
any provision that purports to provide for late charges, prepayment charges or
yield maintenance charges, liquidated damages or “penalties” or acceleration of
future amounts owing (other than principal) without appropriate discount to
present value, to the extent any of such provisions may be construed or
determined to constitute a penalty or otherwise be construed or determined to
be unreasonable in light of anticipated loss, or of any provision that purports
to provide for the payment of interest on interest; or


(v) the accuracy, completeness or fairness of any
statements or disclosures made in connection with the offer or sale of the
Notes.


(f) With specific reference to the opinion expressed
in Paragraph 10 above and in further qualification of such opinion, the
enforceability of the guaranty by TUS may be limited by Article XI, Section 7
of The Constitution of the State of Missouri. In particular, as against a
Missouri corporation, enforceability of a guaranty may be subject to attack on
state constitutional grounds. The Constitution of the State of Missouri,
Article XI, Section 7, prohibits Missouri corporations from issuing stocks,
bonds or other obligations for the payment of money except for money paid,
labor done or property actually received, and voids issuances in violation
thereof. While the issue is not free from doubt, it is our best judgment that a
court applying Missouri law would hold that enforceability of a guaranty may
not successfully be challenged on these grounds.


(g) With specific reference to the opinion expressed
in Paragraph 11 above and in further qualification of such opinion, a court
sitting in the State of Illinois will look to the conflict of law rules of the
State of Illinois to determine which law governs. Under Illinois law, the
parties to a loan contract for an amount equal to $250,000 or more may agree
that the contract shall be governed by the laws of the State of Illinois
whether or not the contract bears a reasonable relation to Illinois. The
general rule stated above does not apply to such contract if Section 1/105(2)
of the Uniform Commercial Code of the State of Illinois provides otherwise or
permits application of other law.


(h) With respect to the opinions expressed in
Paragraphs 12, 14 and 17 above, we have assumed that (i) each of the offerees,
including the Purchasers, constituted “institutional investors” within the
meaning of Section 409.1–102(11) of the Missouri Securities Act of 2003 and
(ii) LaSalle Debt Capital Markets and its relevant personnel have duly obtained
all necessary


E-4.4(a)-8











registrations, licenses and permits to act as the
exclusive agent for the Representation Parties under applicable federal and
state laws in connection with the offering of the Notes and the Subsidiary
Guaranty Agreements, and all such licenses, registrations and permits are and
were at all relevant times in full force and effect.


We do not render any opinions except as set forth
above. Except as may be expressly covered by this opinion, we are not
expressing any opinion as to the effect of compliance by any Purchaser with any
state or federal laws or regulations applicable to the transactions
contemplated by the Financing Agreements because of the nature of any of its
businesses.


This opinion letter is being delivered by us as
special counsel for the Representation Parties pursuant to the provisions of
Section 4.4 of the Note Purchase Agreement at the request of the Representation
Parties and is given solely for your benefit, may not be relied upon by any
other Person and shall not be distributed to any other Person without our prior
written consent in each instance, except that this opinion may be distributed
to (a) potential transferees and subsequent institutional transferees that
acquire the Notes in accordance with the Note Purchase Agreement and (b)
examiners and other regulatory authorities should they so request or in
connection with their normal examination.


Very truly yours,


E-4.4(a)-9















SCHEDULE
I


PURCHASERS


PRUDENTIAL RETIREMENT INSURANCE AND

ANNUITY COMPANY

 c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, Texas 75201


THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA

 c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201


MTL INSURANCE COMPANY

 Prudential Private Placement Investors, L.P. c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201


THE GUARDIAN LIFE INSURANCE COMPANY
OF AMERICA

 7 Hanover Square

New York, New York 10004-2616


AMERICAN INVESTORS LIFE INSURANCE
COMPANY

 c/o AmerUs Capital Management

699 Walnut Street, Suite 1700

Des Moines, Iowa 50309


AMERUS LIFE INSURANCE COMPANY

 c/o AmerUs Capital Management

699 Walnut Street, Suite 1700

Des Moines, Iowa 50309











ANNEX A


LIST OF
TRANSACTION DOCUMENTS


(a) The Articles of Incorporation of TALX, TUS, TFTS,
TBT, UI and NET, the Certificate of Incorporation of PAN, and the Articles of
Organization of TES, TIS, JJ, TCI, MII and US, in each case as amended to date;


(b) The By-laws of TALX, TUS, TFTS, TBT, UI, NET, JJ
and PAN and the Operating Agreements of TES, TIS, TCI, MII and US, in each case
as amended to date, as certified to us by the Secretary of each Representation
Party;


(c) All records of proceedings and actions of the
respective Boards of Directors, shareholders or members of each Representation
Party, as the case may be, relating to the Financing Agreements and the
transactions contemplated thereby, as certified to us by the Secretary of each
Representation Party;


(d) the Note Purchase Agreement;


(e) the 6.89% Senior Note in the principal amount of
$24,000,000.00 from TALX in favor of Prudential Retirement Insurance and
Annuity Company;


(f) the 6.89% Senior Note in the principal amount of
$21,000,000.00 from TALX in favor of Prudential Insurance Company of America;


(g) the 6.89% Senior Note in the principal amount of
$3,000,000.00 from TALX in favor of MTL Insurance Company;


(h) the 6.89% Senior Note in the principal amount of
$18,000,000.00 from TALX in favor of The Guardian Life Insurance Company of
America;


(i) the 6.89% Senior Note in the principal amount of
$6,000,000.00 from TALX in favor of American Investors Insurance Company;


(j) the 6.89% Senior Note in the principal amount of
$3,000,000.00 from TALX in favor of AmerUs Life Insurance Company;


(k) Subsidiary Guaranty Agreement of the Guarantors
dated the date hereof and executed by the Guarantors for the benefit of the
Purchasers;


(l) The domestic good standing certificates listed on
Annex B attached hereto;


(m) The foreign good standing certificates from the
jurisdictions listed on Annex C attached hereto; and


(n) Certificates and statements of officers of each
Representation Party, representations and warranties of each Representation
Party in the Financing Agreements and certificates and statements of public
officials with respect to certain factual matters.











ANNEX B


LIST OF
DOMESTIC GOOD STANDING CERTIFICATES


TALX CORPORATION


Certificate of Corporate Good Standing dated May 8,
2006 issued by the Secretary of State of the State of Missouri


TALX UCM SERVICES, INC.


Certificate of Corporate Good Standing dated May 8,
2006 issued by the Secretary of State of the State of Missouri


TALX FASTIME SERVICES, INC.


Certificate of Account Status dated May 5, 2006 issued
by the Comptroller of Public Accounts of the State of Texas and Certificate
dated May 5, 2006 issued by the Secretary of State of the State of Texas


TALX EMPLOYER SERVICES, LLC


Certificate of Good Standing dated May 8, 2006 issued
by the Secretary of State of the State of Missouri


NET PROFIT, INC.


Certificate of Existence dated May 8, 2006 issued by
the Secretary of State of South Carolina


UI ADVANTAGE, INC.


Certificate of Good Standing dated May 8, 2006 issued
by the State Department of Assessments and Taxation of the State of Maryland


TBT ENTERPRISES, INCORPORATED


Certificate of Good Standing dated May 8, 2006 issued
by the State Department of Assessments and Taxation of the State of Maryland


TALX TAX INCENTIVE SERVICES, LLC


Certificate of Good Standing dated May 8, 2006 by the
Secretary of State of the State of Missouri


JON-JAY ASSOCIATES, INC.


Certificate of Good Standing dated May 4, 2006 issued
by the Secretary of the Commonwealth of the Commonwealth of Massachusetts


TALX TAX CREDITS AND INCENTIVES, LLC


Certificate of Good Standing dated May 8, 2006 issued
by the Secretary of State of the State of Missouri


MANAGEMENT INSIGHT INCENTIVES, LLC


Certificate of Good Standing dated May 8, 2006 issued
by the Secretary of State of the State of Missouri


UNEMPLOYMENT SERVICES, LLC


Certificate of Good Standing dated May 8, 2006 issued
by the Secretary of State of the State of Missouri











PERFORMANCE ASSESSMENT NETWORK, INC.


Certificate of Good Standing dated May 16, 2006 issued
by the Secretary of State of the State of Delaware











ANNEX C


FOREIGN
GOOD STANDING CERTIFICATES


	
  REPRESENTATION PARTY

  	
   

  	
   

  	
   

  	
  FOREIGN
  JURISDICTIONS 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TALX Corporation

  	
   

  	
  ·

  	
   

  	
  Arizona,
  Arkansas, California, Colorado, Connecticut, District of Columbia, Delaware,
  Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Louisiana, Massachusetts,
  Michigan, Minnesota, Nevada, New Jersey, New York, North Carolina, Ohio,
  Oklahoma, Oregon, Pennsylvania, Texas, Wisconsin 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TALX UCM
  Services, Inc.

  	
   

  	
  ·

  	
   

  	
  Arizona,
  California, Colorado, Connecticut, Florida, Georgia, Illinois, Iowa, Kansas,
  Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey, New Mexico,
  New York, Ohio, Oklahoma, Oregon, Pennsylvania, Tennessee, Texas, Utah,
  Virginia, Washington

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TALX Employer
  Services, LLC

  	
   

  	
  ·

  	
   

  	
  Arizona, California,
  Ohio, Pennsylvania 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jon-Jay
  Associates, Inc.

  	
   

  	
  ·

  	
   

  	
  California,
  Florida, Maryland, Ohio, Texas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TALX Tax
  Incentive Services, LLC

  	
   

  	
  ·

  	
   

  	
  Texas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unemployment
  Services, LLC

  	
   

  	
  ·

  	
   

  	
  Colorado,
  Nebraska 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Management
  Insight Incentives, LLC

  	
   

  	
  ·

  	
   

  	
  Texas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Performance
  Assessment Network, Inc.

  	
   

  	
  ·

  	
   

  	
  Indiana

  



 











ANNEX D


MATERIAL
AGREEMENTS, CONTRACTS OR INSTRUMENTS


1. Third Amended and Restated Loan Agreement dated as
of the date hereof among TALX, as borrower, LaSalle Bank National Association,
as a lender and as administrative agent, and the other lenders party thereto.


2. Amended and Restated Guaranty dated as of the date
hereof and delivered by the Guarantors pursuant to the Third Amended and
Restated Loan Agreement dated as of the date hereof among TALX, as borrower,
LaSalle Bank National Association, as a lender and as administrative agent, and
the other lenders party thereto.


3. Form of Incentive Stock Option Agreement, attached
as Exhibit 10.2 to TALX’s Registration Statement on Form S-1 (File No.
333-10969).


4. TALX Corporation Amended and Restated 1994 Stock
Option Plan, attached as Exhibit 10.2 to TALX’s Registration Statement on Form
S-1 (File No. 333-10969).


5. Form of Non-Qualified Stock Option Agreement,
attached as Exhibit 10.4 to TALX’s Registration Statement on Form S-1 (File No.
333-10969).


6. TALX Corporation Outside Directors’ Stock Option
Plan, attached as Exhibit 10.6 to TALX’s Registration Statement on Form S-1
(File No. 333-10969).


7. Amendment to TALX Corporation Outside Directors’
Stock Option Plan, attached as Exhibit 10.6.1 to TALX’s Annual Report on Form
10-K for the year ended March 31, 2001 (File No. 000-21465).


8. Second Amendment to TALX Corporation Outside
Directors’ Stock Option Plan, available on TALX’s Schedule 14A filed July 23,
2004 (File No. 000-21465).


9. Form of Director Stock Option Agreement, attached
as Exhibit 10.7 to TALX’s Annual Report on Form 10-K for the year ended March
31, 1998 (File No. 000-21465).


10. Lease dated March 28, 1996 by and between TALX
Corporation and Stephen C. Murphy, Thomas W. Holley, Arthur S. Margulis and
Samuel B. Murphy, Trustee of the Samuel B. Murphy Revocable Living Trust UTA
1/9/91, dba “Adie Road Partnership.”


11. Employment Agreement between TALX Corporation and
Mr. Canfield, attached as Exhibit 10.21 to Amendment No. 2 to TALX’s
Registration Statement on Form S-1 (File No. 333-10969).


12. License Agreement by and between A2D, L.P. and
TALX Corporation, dated as of April 1, 2001.











13. TALX Corporation 2004-2006 Long-Term Incentive
Plan, attached as Exhibit 10.1 to TALX’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003 (File No. 000-21465).


14. First Amendment to and Complete Restatement of
Split-Dollar Agreements and Related Insurance Agreements, dated March 31, 1999,
by and among TALX Corporation, William W. Canfield, and Thomas M. Canfield and
James W. Canfield, Trustees of the Canfield Family Irrevocable Insurance Trust
U/A March 31, 1993.


15. Form of Employment Agreement for Messrs. Chaffin,
Graves, & Smith, attached as Exhibit 10.1 to TALX’s Current Report on Form
8-K filed May 17, 2005.


16. FY05 Incentive Bonus Plan Agreement for Corporate
Officers, attached as Exhibit 10.7 to TALX’s Quarterly Report on Form 10-Q for
the quarter ended December 31, 2004 (File No. 000-21465).


17. Form of Incentive Stock Option Agreement, attached
as Exhibit 10.9 to TALX’s Quarterly Report on Form 10-Q for the quarter ended
December 31, 2004 (File No. 000-21465).


18. TALX Corporation 2005 Omnibus Incentive Plan, attached
as Attachment B to TALX’s definitive proxy statement on Schedule 14A filed on
July 22, 2005.


19. Form of Restricted Stock Agreement (Employee),
attached as Exhibit 10.39 to TALX’s Current Report on Form 8-K filed on
September 23, 2005 (File No. 000-21465).


20. Form of Restricted Stock Agreement (Outside
Director), attached as Exhibit 10.40 to TALX’s Current Report on Form 8-K filed
on September 23, 2005 (File No. 000-21465).


21. TALX Corporation 2006 - 2008 Long-Term Incentive
Plan, attached as Exhibit 10.41 to TALX’s Quarterly Report on Form 10-Q for the
quarter ended September 31, 2005 (File No. 000-21465).


22. TALX’s Nonqualified Savings and Retirement Plan.











FORM OF
OPINION OF SPECIAL COUNSEL

TO THE PURCHASERS


The closing opinion of Chapman and Cutler LLP, special
counsel to the Purchasers, called for by Section 4.4(b) of the Note Purchase
Agreement, shall be dated the date of the Closing and addressed to the
Purchasers, shall be satisfactory in form and substance to the Purchasers and
shall be to the effect that:


1. The Company is a corporation, validly existing and
in good standing under the laws of the State of Missouri and has the corporate
power and the corporate authority to execute and deliver the Note Purchase
Agreement and to issue the Notes.


2. The Note Purchase Agreement constitutes the legal,
valid and binding contract of the Company enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar
laws affecting creditors’ rights generally, and general principles of equity
(regardless of whether the application of such principles is considered in a
proceeding in equity or at law).


3. The Notes constitute the legal, valid and binding
obligations the Company enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent conveyance and similar laws affecting
creditors’ rights generally, and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in
equity or at law).


4. The issuance, sale and delivery of the Notes under
the circumstances contemplated by the Note Purchase Agreement do not, under
existing law, require the registration of the Notes under the Securities Act of
1933, as amended, or the qualification of an indenture under the Trust
Indenture Act of 1939, as amended.


In rendering the opinion set forth in paragraph 1
above, Chapman and Cutler LLP may rely solely upon an examination of the
[ARTICLES] of Incorporation certified by, and a certificate of good standing of
the Company from, the Secretary of State of the State of Missouri. The opinion
of Chapman and Cutler LLP is limited to the laws of the State of Illinois and
the Federal laws of the United States.


With respect to matters of fact upon which such
opinion is based, Chapman and Cutler LLP may rely on appropriate certificates
of public officials and officers of the Company and upon representations of the
Company and the Purchasers delivered in connection with the issuance and sale
of the Notes.


EXHIBIT
4.4(b)

(to Note Purchase Agreement)











FORM OF
SUBSIDIARY GUARANTEE AGREEMENT


GUARANTY
AGREEMENT


Dated as
of May 25, 2006


By


CERTAIN
SUBSIDIARY GUARANTORS


of


TALX
CORPORATION


 Re:$75,000,000 6.89% Senior Guaranteed Notes due May 25, 2014



of

TALX Corporation


 


EXHIBIT
4.13
  (to Note Purchase Agreement)















TABLE OF
CONTENTS


(Not a part of the
Agreement)


	
  SECTION

  	
   

  	
  HEADING

  	
   

  	
  PAGE

  
	
  SECTION 1.

  	
   

  	
  GUARANTY OF NOTES

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
   

  	
  Guaranty

  	
   

  	
  3

  
	
  Section 1.2.

  	
   

  	
  Obligations Absolute and Unconditional

  	
   

  	
  4

  
	
  Section 1.3.

  	
   

  	
  Subrogation

  	
   

  	
  8

  
	
  Section 1.4.

  	
   

  	
  Contribution

  	
   

  	
  8

  
	
  Section 1.5.

  	
   

  	
  Preference

  	
   

  	
  9

  
	
  Section 1.6.

  	
   

  	
  Marshalling

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES OF THE SUBSIDIARY
  GUARANTORS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
   

  	
  Organization; Power and Authority

  	
   

  	
  9

  
	
  Section 2.2.

  	
   

  	
  Authorization, Etc

  	
   

  	
  9

  
	
  Section 2.3.

  	
   

  	
  Compliance with Laws, Other Instruments, Etc

  	
   

  	
  10

  
	
  Section 2.4.

  	
   

  	
  Governmental Authorizations, Etc

  	
   

  	
  10

  
	
  Section 2.5.

  	
   

  	
  Litigation; Observance of Agreements, Statutes and
  Orders

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  AFFIRMATIVE COVENANTS OF SUBSIDIARY GUARANTORS

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
   

  	
  Compliance with Note Purchase Agreement Covenants

  	
   

  	
  11

  
	
  Section 3.2.

  	
   

  	
  Guaranty to Rank Pari Passu

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
  AGREEMENT

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  AMENDMENT AND WAIVER

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
   

  	
  Requirements

  	
   

  	
  11

  
	
  Section 5.2.

  	
   

  	
  Solicitation of Holders of Notes

  	
   

  	
  12

  
	
  Section 5.3.

  	
   

  	
  Binding Effect, Etc

  	
   

  	
  12

  
	
  Section 5.4.

  	
   

  	
  Notes Held by Subsidiary Guarantors, Etc

  	
   

  	
  12

  
	
  Section 5.5.

  	
   

  	
  Purchase of Notes

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  NOTICES

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
   

  	
  Successors and Assigns

  	
   

  	
  13

  
	
  Section 7.2.

  	
   

  	
  Severability

  	
   

  	
  13

  
	
  Section 7.3.

  	
   

  	
  Construction

  	
   

  	
  13

  
	
  Section 7.4.

  	
   

  	
  Counterparts

  	
   

  	
  13

  



 


E-4.13-1











 


	
  Section 7.5.

  	
   

  	
  Subordination of Debt of the Company

  	
   

  	
  14

  
	
  Section 7.6.

  	
   

  	
  Governing Law

  	
   

  	
  14

  
	
  Section 7.7.

  	
   

  	
  Submission to Jurisdiction.

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
   

  	
  INDEMNITY

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  	
  15

  



 


SCHEDULE I – Addresses for Notices to
Subsidiary Guarantors


ANNEX 1 – Form of Guaranty Joinder Agreement ANNEX 2 –
Form of Closing Certificate


E-4.13-2











GUARANTY
AGREEMENT


Re:     $75,000,000
6.89% Senior Guaranteed Notes Due May 25, 2014




of 

TALX  Corporation


 


Dated as of May 25, 2006


 


TO EACH OF THE PURCHASERS LISTED IN
SCHEDULE A

TO THE HEREINAFTER DEFINED NOTE PURCHASE AGREEMENT:


Ladies and Gentlemen:


Reference is hereby made to that certain Note Purchase
Agreement, dated as of May 25, 2006 (the “Note Purchase Agreement”), between
TALX Corporation, a Missouri corporation (the “Company”), and certain
Institutional Investors, respectively (individually a “Purchaser” and
collectively the “Purchasers”), under and pursuant to which the Company will
issue $75,000,000 aggregate principal amount of its 6.89% Senior Guaranteed Notes
due May 25, 2014 (the “Notes”). Capitalized terms used but not defined in this
Agreement shall have the meaning given such terms in Schedule B to the Note
Purchase Agreement.


Each of the undersigned, together with any entity
which may become a party hereto by execution and delivery of a Guaranty Joinder
Agreement in substantially the form set forth as ANNEX 1 hereto (a “Guaranty
Joinder Agreement”) (which parties are hereinafter referred to individually as
a “Subsidiary Guarantor” and collectively as the “Subsidiary Guarantors”) is a
direct or indirect subsidiary of the Company. The Subsidiary Guarantors are
part of an affiliated group of corporations with the Company and each will
receive substantial direct and indirect benefit by reason of the original issue
and sale by the Company of the Notes and each views the issuance and sale by
the Company of the Notes to the Purchasers as in the best interests of such
Subsidiary Guarantor. As an inducement to and in consideration of the purchase
by the Purchasers of the Notes, each of the Subsidiary Guarantors has agreed to
unconditionally guarantee the prompt payment of all amounts of principal,
interest and Make-Whole Amount, if any, which may become due and payable from
time to time with respect to the Notes.


In consideration of the foregoing, each of the
undersigned does hereby covenant and agree with the Purchasers and with each
and every subsequent holder of the Notes as follows:


SECTION 1. GUARANTY OF NOTES.


Section 1.1. Guaranty. (a) Subject to the limitations
set forth in SECTION 1.1(b), the Subsidiary Guarantors hereby, jointly and
severally, absolutely and unconditionally guarantee to the holders from time to
time of the Notes: (a) the full and prompt payment of the principal of


E-4.13-3











all of the Notes and of the interest thereon at the
rate therein stipulated and the Make-Whole Amount (if any), when and as the
same shall become due and payable, whether by lapse of time, upon redemption or
prepayment, by extension or by acceleration or declaration, or otherwise
(including (to the extent legally enforceable) interest due on overdue payments
of principal, Make-Whole Amount (if any) or interest at the rate set forth in
the Notes), (b) the full and prompt performance and observance by the Company
of each and all of the obligations, covenants and agreements required to be
performed or observed by the Company under the terms of the Notes and the Note
Purchase Agreement, and (c) the full and prompt payment, upon demand by any
holder of the Notes, of all costs and expenses, legal or otherwise (including
reasonable attorneys’ fees) and such expenses, if any, as shall have been
expended or incurred in the protection or enforcement of any right or privilege
under the Notes or the Note Purchase Agreement, including, without limitation,
in any consultation or action in connection therewith, and in each and every
case irrespective of the validity, regularity, or enforcement of any of the
Notes or the Note Purchase Agreement or any of the terms thereof or of any
other like circumstance or circumstances. The guaranty of the Notes herein
provided for is a guaranty of the immediate and timely payment of the principal
and interest on the Notes and the Make-Whole Amount (if any) as and when the
same are due and payable and shall not be deemed to be a guaranty only of the
collectibility of such payments and that in consequence thereof each holder of
the Notes may sue each Subsidiary Guarantor directly upon such principal and
interest becoming so due and payable.


(b) The obligations of each Subsidiary Guarantor
hereunder shall be limited to the lesser of (i) the obligations of the Company
guaranteed hereunder, or (ii) a maximum aggregate amount equal to the largest
amount that would not render its obligations hereunder subject to avoidance as
a fraudulent transfer or conveyance under Section 548 of Title 11 of the United
States Code or any applicable provisions of comparable state law (collectively,
the “Fraudulent Transfer Laws”), if and to the extent such Subsidiary Guarantor
(or a trustee on its behalf) has properly invoked the protections of the
Fraudulent Transfer Laws in each case after giving effect to all other
liabilities of such Subsidiary Guarantor, contingent or otherwise, that are
relevant under the Fraudulent Transfer Laws.


Section 1.2. Obligations Absolute and Unconditional.
The obligations of each Subsidiary Guarantor under this Agreement shall be
absolute and unconditional and shall remain in full force and effect until the
entire principal, interest and Make-Whole Amount (if any) on the Notes and all
other sums due pursuant to SECTION 1.1 shall have been paid and such
obligations shall not be affected, modified or impaired upon the happening from
time to time of any event, including, without limitation, any of the following,
whether or not with notice to or the consent of such Subsidiary Guarantor:


(a) the power or authority or the lack of power or
authority of the Company to issue the Notes or to execute and deliver the Note
Purchase Agreement, and irrespective of the validity of the Notes, or the Note
Purchase Agreement or of any defense whatsoever that the Company or any other
Subsidiary Guarantor may or might have to the payment of the Notes (principal,
interest and Make-Whole Amount, if any) or to the performance or observance of
any of the provisions or conditions of the Note Purchase


E-4.13-4











Agreement, or the existence or continuance of the
Company or any other Subsidiary Guarantor as a legal entity;


(b) any failure to present the Notes for payment or to
demand payment thereof, or to give the Company or any Subsidiary Guarantor
notice of dishonor for non-payment of the Notes, when and as the same may
become due and payable, or notice of any failure on the part of the Company to
do any act or thing or to perform or to keep any covenant or agreement by it to
be done, kept or performed under the terms of the Notes or the Note Purchase
Agreement;


(c) the acceptance of any security or any guaranty,
the advance of additional money to the Company, any extension of the obligation
of the Notes, either indefinitely or for any period of time, or any other
modification in the obligation of the Notes or of the Note Purchase Agreement
or of the Company thereon, or in connection therewith, or any sale, release,
substitution or exchange of any security;


(d) any act or failure to act with regard to the Notes
or the Note Purchase Agreement or anything which might vary the risk of the
Company or any Subsidiary Guarantor;


(e) any action taken under the Note Purchase Agreement
in the exercise of any right or power thereby conferred or any failure or
omission on the part of any holder of any Note to first enforce any right or
security given under the Note Purchase Agreement or any failure or omission on
the part of any holder of any of the Notes to first enforce any right against
the Company or any other Subsidiary Guarantor;


(f) the waiver, compromise, settlement, release or
termination of any or all of the obligations, covenants or agreements of the
Company or any other Subsidiary Guarantor contained in the Note Purchase
Agreement, or this Agreement or of the payment, performance or observance
thereof;


(g) the failure to give notice to the Company or any
Subsidiary Guarantor of the occurrence of any breach by any Subsidiary
Guarantor of the terms and provisions of this Agreement or any Default or Event
of Default under the Note Purchase Agreement;


(h) the extension of the time for payment of any
principal of, or interest (or Make-Whole Amount, if any), on any Note owing or
payable on such Note or of the time of or for performance of any obligations,
covenants or agreements under or arising out of the Note Purchase Agreement or
the extension or the renewal of any thereof;


(i) the modification, restatement or amendment
(whether material or otherwise) of any obligation, covenant or agreement set
forth in the Note Purchase Agreement or the Notes or this Agreement;


(j) any failure, omission, delay or lack on the part
of the holders of the Notes to enforce, assert or exercise any right, power or remedy
conferred on the holders of the


E-4.13-5











Notes in the Note Purchase Agreement or the Notes or
any other act or acts on the part of the holders from time to time of the
Notes;


(k) the voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all the assets,
marshalling of assets and liabilities, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization or arrangement under
bankruptcy or similar laws, composition with creditors or readjustment of, or
other similar procedures affecting the Company or any Subsidiary Guarantor or
any of the assets of any of them, or any allegation or contest of the validity
of the Note Purchase Agreement or the disaffirmance of the Note Purchase
Agreement in any such proceeding (it being understood that the obligations of
such Subsidiary Guarantor under this Agreement shall continue to be effective
or be reinstated, as the case may be, if at any time any payment made with
respect to the Notes is rescinded or must otherwise be restored or returned by
any holder of the Notes upon the insolvency, bankruptcy or reorganization of
the Company or any Subsidiary Guarantor, all as though such payment had not
been made);


(l) any event or action that would, in the absence of
this clause, result in the release or discharge by operation of law of such
Subsidiary Guarantor from the performance or observance of any obligation,
covenant or agreement contained in this Agreement;


(m) the invalidity or unenforceability of the Notes or
the Note Purchase Agreement;


(n) the invalidity or unenforceability of the
obligations of such Subsidiary Guarantor under this Agreement, the absence of
any action to enforce such obligations of such Subsidiary Guarantor, any waiver
or consent by such Subsidiary Guarantor with respect to any of the provisions
hereof or any other circumstances which might otherwise constitute a discharge
or defense by such Subsidiary Guarantor, including, without limitation, any
failure or delay in the enforcement of the obligations of such Subsidiary
Guarantor with respect to this Agreement or of notice thereof; or any suit or
other action brought by any shareholder or creditor of, or by, such Subsidiary
Guarantor or any other Person, for any reason, including, without limitation,
any suit or action in any way attacking or involving any issue, matter or thing
in respect of this Agreement, the Note Purchase Agreement, the Notes or any
other agreement;


(o) the default or failure of such Subsidiary
Guarantor fully to perform any of its covenants or obligations set forth in
this Agreement;


(p) the impossibility or illegality of performance on
the part of the Company or any other Person of its obligations under the Notes,
the Note Purchase Agreement, this Agreement or any other instruments;


(q) in respect of the Company or any other Person, any
change of circumstances, whether or not foreseen or foreseeable, whether or not
imputable to the


E-4.13-6











Company or any other Person, or other impossibility of
performance through fire, explosion, accident, labor disturbance, floods,
droughts, embargoes, wars (whether or not declared), civil commotions, acts of
God or the public enemy, delays or failure of suppliers or carriers, inability
to obtain materials, action of any federal or state regulatory body or agency,
change of law or any other causes affecting performance, or other force
majeure, whether or not beyond the control of the Company or any other Person
and whether or not of the kind hereinbefore specified;


(r) any attachment, claim, demand, charge, Lien,
order, process, encumbrance or any other happening or event or reason, similar
or dissimilar to the foregoing, or any withholding or diminution at the source,
by reason of any taxes, assessments, expenses, debt, obligations or liabilities
of any character, foreseen or unforeseen, and whether or not valid, incurred by
or against any Person, or any claims, demands, charges or Liens of any nature,
foreseen or unforeseen, incurred by any Person, or against any sums payable
under the Note Purchase Agreement or this Agreement so that such sums would be
rendered inadequate or would be unavailable to make the payments herein
provided;


(s) the failure of such Subsidiary Guarantor to
receive any benefit or consideration from or as a result of its execution,
delivery and performance of this Agreement;


(t) any default, failure or delay, willful or
otherwise, in the performance by the Company, any other Subsidiary Guarantor or
any other Person of any obligations of any kind or character whatsoever of the
Company, any other Subsidiary Guarantor or any other Person (including, without
limitation, the obligations and undertakings of the Company or any other Person
under the Notes or the Note Purchase Agreement);


(u) any order, judgment, decree, ruling or regulation
(whether or not valid) of any court of any nation or of any political
subdivision thereof or any body, agency, department, official or administrative
or regulatory agency of any thereof or any other action, happening, event or
reason whatsoever which shall delay, interfere with, hinder or prevent, or in
any way adversely affect, the performance by any party of its respective
obligations under the Notes, this Agreement, the Note Purchase Agreement or any
instrument relating thereto; or


(v) any other circumstance which might otherwise
constitute a defense available to, or a discharge of, such Subsidiary Guarantor
in respect of the obligations of such Subsidiary Guarantor under this
Agreement; provided that the specific enumeration of the above-mentioned acts,
failures or omissions shall not be deemed to exclude any other acts, failures
or omissions, though not specifically mentioned above, it being the purpose and
intent of this paragraph that the obligations of each Subsidiary Guarantor
hereunder shall be absolute and unconditional and shall not be discharged,
impaired or varied except by the payment to the holders thereof of the
principal of, Make-Whole Amount, if any, and interest on the Notes, and of all
other sums due and owing to the holders of the Notes pursuant to the Note
Purchase Agreement, and then only to the extent of such payments.


E-4.13-7











Without limiting any of the other terms or provisions
hereof, it is understood and agreed that in order to hold each Subsidiary
Guarantor liable hereunder, there shall be no obligation on the part of any
holder of any Note to resort, in any manner or form, for payment, to the
Company, to any other Subsidiary Guarantor, to any other Person or to the
properties or estates of any of the foregoing. All rights of the holder of any
Note pursuant thereto or to this Agreement may be transferred or assigned at
any time or from time to time and shall be considered to be transferred or
assigned upon the transfer of such Note, whether with or without the consent of
or notice to any Subsidiary Guarantor or the Company. Without limiting the
foregoing, it is understood that repeated and successive demands may be made
and recoveries may be had hereunder as and when, from time to time, the Company
shall default under the terms of the Notes or the Note Purchase Agreement and
that notwithstanding recovery hereunder for or in respect of any given default
or defaults by the Company under the Notes or the Note Purchase Agreement, this
Agreement shall remain in full force and effect and shall apply to each and
every subsequent default.


Section 1.3. Subrogation. To the extent of any
payments made under this Agreement, each Subsidiary Guarantor shall be
subrogated to the rights of the holder of the Notes receiving such payments,
but such Subsidiary Guarantor covenants and agrees that such right of
subrogation shall be subordinate in right of payment to the rights of any
holders of the Notes for which full payment has not been made or provided for
and, to that end, such Subsidiary Guarantor agrees not to claim or enforce any
such right of subrogation or any right of set-off or any other right which may
arise on account of any payment made by such Subsidiary Guarantor in accordance
with the provisions of this Agreement, including, without limitation, any right
of reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of any holder of the Notes against the
Company or any other Subsidiary Guarantor, whether or not such claim, remedy or
right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from the Company or any other
Subsidiary Guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim,
remedy or right, unless and until 366 days after all of the Notes owned by
Persons other than such Subsidiary Guarantor and all other sums due or payable
under the Note Purchase Agreement have been fully paid and discharged or
payment therefor has been provided. If any amount shall be paid to such
Subsidiary Guarantor in violation of the preceding sentence at any time prior
to the indefeasible cash payment in full of the Notes and all other amounts
payable under the Note Purchase Agreement, such amounts shall be held in trust
for the benefit of the holders of the Notes and shall forthwith be paid to the
holders of the Notes to be credited and applied to the amounts due or to become
due with respect to the Notes and all other amounts payable under the Note
Purchase Agreement, whether matured or unmatured.


Section 1.4. Contribution. To the extent of any
payments made under this Agreement, each Subsidiary Guarantor making such payment
shall have a right of contribution from the other Subsidiary Guarantors, but
such Subsidiary Guarantor covenants and agrees that such right of contribution
shall be subordinate in right of payment to the rights of the holders of the
Notes for which full payment has not been made or provided for and, to that
end, such Subsidiary Guarantor agrees not to claim or enforce any such right of
contribution unless and until all of the


E-4.13-8











Notes and all other sums due and payable under the
Note Purchase Agreement have been fully and irrevocably paid and discharged.


Section 1.5. Preference. Each Subsidiary Guarantor
agrees that to the extent the Company, any other Subsidiary Guarantor or any
other Person makes any payment on the Notes, which payment or any part thereof
is subsequently invalidated, voided, declared to be fraudulent or preferential,
set aside, recovered, rescinded or is required to be retained by or repaid to a
trustee, liquidator, receiver or any other Person under any bankruptcy code,
common law or equitable cause, then and to the extent of such payment, the
obligation or the part thereof intended to be satisfied shall be revived and
continued in full force and effect with respect to such Subsidiary Guarantor’s
obligations hereunder, as if said payment had not been made. The liability of
the Subsidiary Guarantors hereunder shall not be reduced or discharged, in
whole or in part, by any payment to any holder of the Notes from any source
that is thereafter paid, returned or refunded in whole or in part by reason of
the assertion of a claim of any kind relating thereto, including, but not
limited to, any claim for breach of contract, breach of warranty, preference,
illegality, invalidity or fraud asserted by any account debtor or by any other
Person.


Section 1.6. Marshalling. None of the holders of the
Notes shall be under any obligation (a) to marshal any assets in favor of any
Subsidiary Guarantor or in payment of any or all of the liabilities of the
Company under or in respect of the Notes or the obligation of any Subsidiary
Guarantor hereunder or (b) to pursue any other remedy that any Subsidiary
Guarantor may or may not be able to pursue itself and that may lessen such
Subsidiary Guarantor’s burden or any right to which such Subsidiary Guarantor
hereby expressly waives. The obligations of each Subsidiary Guarantor under
this Agreement rank pari passu in right of payment with all other unsecured
Senior Indebtedness (actual or contingent) of such Subsidiary Guarantor.


SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE
SUBSIDIARY GUARANTORS.


Each Subsidiary Guarantor represents and warrants to
you that, as of the date of such Subsidiary Guarantor’s execution and delivery
of this Agreement (or joinder hereto, as applicable):


Section 2.1. Organization; Power and Authority. Such
Subsidiary Guarantor is a corporation, limited liability company or other legal
entity, as the case may be, duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, and is duly qualified
as a foreign business organization and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Such Subsidiary Guarantor has the power and authority to own or
hold under lease the properties it purports to own or hold under lease, to
transact the business it transacts and proposes to transact, to execute and
deliver this Agreement and to perform the provisions hereof.


Section 2.2. Authorization, Etc. This Agreement has
been duly authorized by all necessary action on the part of such Subsidiary
Guarantor, and this Agreement constitutes a legal, valid and binding obligation
of such Subsidiary Guarantor enforceable against such


E-4.13-9











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


Section 2.3. Compliance with Laws, Other Instruments,
Etc. (a) The execution, delivery and performance by such Subsidiary Guarantor
of this Agreement will not (i) contravene, result in any breach of, or
constitute a default under, or result in the creation of any Lien in respect of
any property of such Subsidiary Guarantor or any of its Subsidiaries under, any
indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease,
organizational documents, or any other agreement or instrument to which such
Subsidiary Guarantor or any of its Subsidiaries is bound or by which such
Subsidiary Guarantor or any of its Subsidiaries or any of their respective
properties may be bound or affected, (ii) conflict with or result in a breach
of any of the terms, conditions or provisions of any order, judgment, decree,
or ruling of any court, arbitrator or Governmental Authority applicable to such
Subsidiary Guarantor or any of its Subsidiaries or (iii) violate any provision
of any statute or other rule or regulation of any Governmental Authority
applicable to such Subsidiary Guarantor or any of its Subsidiaries, in each
case, except to the extent that such continuation, breach, default or violation
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


(b) All obligations under this Agreement of such
Subsidiary Guarantor are direct and unsecured obligations of such Subsidiary
Guarantor ranking pari passu as against the assets of such Subsidiary Guarantor
with all other existing unsecured Senior Indebtedness of such Subsidiary
Guarantor (actual or contingent).


Section 2.4. Governmental Authorizations, Etc. No
consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution,
delivery or performance by such Subsidiary Guarantor of this Agreement (other
than the filing of a Form 8-K with the SEC disclosing the Company’s entry into
the Note Purchase Agreement or such Subsidiary Guarantor’s entry into this
Agreement).


Section 2.5. Litigation; Observance of Agreements,
Statutes and Orders.

(a) There are no actions, suits or proceedings pending or, to the knowledge of
such Subsidiary Guarantor, threatened against or affecting such Subsidiary
Guarantor or any of its Subsidiaries or any property of such Subsidiary
Guarantor or any of its Subsidiaries in any court or before any arbitrator of
any kind or before or by any Governmental Authority that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.


(b) Neither such Subsidiary Guarantor nor any of its
Subsidiaries is in default under any term of any agreement or instrument to
which it is a party or by which it is bound, or any order, judgment, decree or
ruling of any court, arbitrator or Governmental Authority or is in violation of
any applicable law, ordinance, rule or regulation (including without limitation
Environmental Laws) of any Governmental Authority, which default or violation,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.


E-4.13-10











SECTION 3. AFFIRMATIVE COVENANTS OF SUBSIDIARY
GUARANTORS.


Each Subsidiary Guarantor covenants that so long as
any of the Notes are outstanding:


Section 3.1. Compliance with Note Purchase Agreement
Covenants. Such Subsidiary Guarantor will, and will cause each of its
Subsidiaries to, comply with each of the covenants and agreement set forth in
Sections 7, 9 and 10 of the Note Purchase Agreements that are applicable to
Subsidiaries of the Company.


Section 3.2. Guaranty to Rank Pari Passu. The
obligation of such Subsidiary Guarantor under SECTION 1 of this Agreement is
and at all times shall remain a direct and unsecured obligation of such
Subsidiary Guarantor ranking pari passu as against the assets of such
Subsidiary Guarantor with all other present and future unsecured Senior
Indebtedness (actual or contingent) of such Subsidiary Guarantor.


SECTION 4. SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
ENTIRE AGREEMENT.


All representations and warranties contained herein
shall survive the execution and delivery of this Agreement and the Notes, the
purchase or transfer by any Purchaser of any Note or portion thereof or
interest therein and the payment of any Note, and may be relied upon by any subsequent
holder of a Note, regardless of any investigation made at any time by or on
behalf of the Purchasers or any other holder of a Note. All statements
contained in any certificate or other instrument delivered by or on behalf of
each Subsidiary Guarantor pursuant to this Agreement shall be deemed
representations and warranties of such Subsidiary Guarantor under this
Agreement. Subject to the preceding sentence, this Agreement embodies the
entire agreement and understanding of the Subsidiary Guarantors regarding the
transactions contemplated by the Note Purchase Agreement and supersedes all
prior agreements and understandings relating to the subject matter hereof.


SECTION 5. AMENDMENT AND WAIVER.


Section 5.1. Requirements. This Agreement may be
amended, and the observance of any term hereof may be waived (either
retroactively or prospectively), with (and only with) the written consent of
each Subsidiary Guarantor and the Required Holders, except that (a) no such
amendment or waiver may, without the written consent of the holder of each Note
at the time outstanding affected thereby, (i) change the percentage of the
principal amount of the Notes the holders of which are required to consent to
any such amendment or waiver, or (ii) amend this SECTION 5 or SECTION 1 and (b)
no consent of the holders of the Notes, the Company or the Subsidiary
Guarantors shall be required in connection with the execution and delivery of a
Guaranty Joinder Agreement substantially in the form of ANNEX 1 or other
addition of any additional Subsidiary Guarantor, and each Subsidiary Guarantor,
by its execution and delivery of this Agreement (or joinder hereto) consents to
the addition of each additional Subsidiary Guarantor and upon execution of such
Guaranty Joinder Agreement, this Agreement shall be amended as set forth
therein without further action on the part of any other party.


E-4.13-11











Section 5.2. Solicitation of Holders of Notes.


(a) Solicitation. The Subsidiary Guarantors will
provide each holder of the Notes (irrespective of the amount of Notes then
owned by it) with sufficient information, sufficiently far in advance of the
date a decision is required, to enable such holder to make an informed and
considered decision with respect to any proposed amendment, waiver or consent in
respect of any of the provisions hereof. The Subsidiary Guarantors will deliver
executed or true and correct copies of each amendment, waiver or consent
effected pursuant to the provisions of this SECTION 5 to each holder of
outstanding Notes promptly following the date on which it is executed and
delivered by, or receives the consent or approval of, the requisite holders of
Notes.


(b) Payment. No Subsidiary Guarantor will directly or
indirectly pay or cause to be paid any remuneration, whether by way of supplemental
or additional interest, fee or otherwise, or grant any security, to any holder
of Notes as consideration for or as an inducement to the entering into by any
holder of Notes of any waiver or amendment of any of the terms and provisions
hereof unless such remuneration is concurrently paid, or security is
concurrently granted, on the same terms, ratably to each holder of Notes then
outstanding even if such holder did not consent to such waiver or amendment.


Section 5.3. Binding Effect, Etc. Any amendment or
waiver consented to as provided in this SECTION 5 applies equally to all
holders of Notes and is binding upon them and upon each future holder of any
Note and upon the Subsidiary Guarantors without regard to whether such Note has
been marked to indicate such amendment or waiver. No such amendment or waiver
will extend to or affect any obligation, covenant, agreement or breach by any
Subsidiary Guarantor of the terms and provisions of this Agreement or Default
or Event of Default under the Note Purchase Agreement not expressly amended or
waived or impair any right consequent thereon. No course of dealing between any
Subsidiary Guarantor and the holder of any Note nor any delay in exercising any
rights hereunder or under any Note shall operate as a waiver of any rights of
any holder of such Note. As used herein, the term “this Agreement” and
references thereto shall mean this Agreement as it may from time to time be
amended or supplemented.


Section 5.4. Notes Held by Subsidiary Guarantors, Etc.
Solely for the purpose of determining whether the holders of the requisite
percentage of the aggregate principal amount of Notes then outstanding approved
or consented to any amendment, waiver or consent to be given under this
Agreement, or have directed the taking of any action provided herein to be
taken upon the direction of the holders of a specified percentage of the
aggregate principal amount of Notes then outstanding, Notes directly or
indirectly owned by the Company, such Subsidiary Guarantors or any of their
respective Affiliates shall be deemed not to be outstanding.


Section 5.5. Purchase of Notes. No Subsidiary
Guarantor will nor will any Subsidiary Guarantor permit any of its Subsidiaries
or any of its Affiliates to purchase, redeem, prepay or otherwise acquire,
directly or indirectly, any of the outstanding Notes except (a) in accordance
with SECTION 1, or (b) and upon the payment or prepayment of the Notes in
accordance with the terms of the Note Purchase Agreement and the Notes.


E-4.13-12











SECTION 6. NOTICES.


All notices and communications provided for hereunder
shall be in writing and sent (a) by telefacsimile if the sender on the same day
sends a confirming copy of such notice by a recognized overnight delivery
service (charges prepaid), or (b) by registered or certified mail with return
receipt requested (postage prepaid), or (c) by a recognized overnight delivery
service (with charges prepaid). Any such notice must be sent:


(i) if to a Purchaser or such Purchaser’s nominee, to
such Purchaser or such Purchaser’s nominee at the address specified for such
communications in Schedule A to the Note Purchase Agreement, or at such other
address as such Purchaser or such Purchaser’s nominee shall have specified to
the Subsidiary Guarantors in writing,


(ii) if to any other holder of any Note, to such
holder at such address as such other holder shall have specified to the
Subsidiary Guarantors in writing, or


(iii) if to any Subsidiary Guarantor, to such
Subsidiary Guarantor at its address set forth on SCHEDULE I attached hereto to
the attention of the Chief Financial Officer, or at such other address as such
Subsidiary Guarantor shall have specified to the holder of each Note in
writing.


Notices under this SECTION 6 will be deemed given only
when actually received.


SECTION 7. MISCELLANEOUS.


Section 7.1. Successors and Assigns. All covenants and
other agreements contained in this Agreement by or on behalf of any of the
parties hereto bind and inure to the benefit of their respective successors and
assigns (including, without limitation, any subsequent holder of a Note)
whether so expressed or not, so long as any Notes remain outstanding and
unpaid.


Section 7.2. Severability. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall (to the full
extent permitted by law) not invalidate or render unenforceable such provision
in any other jurisdiction.


Section 7.3. Construction. Each covenant contained
herein shall be construed (absent express provision to the contrary) as being
independent of each other covenant contained herein, so that compliance with
any one covenant shall not (absent such an express contrary provision) be
deemed to excuse compliance with any other covenant. Where any provision herein
refers to action to be taken by any Person, or which such Person is prohibited
from taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person.


Section 7.4. Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be an original but
all of which together shall constitute one


E-4.13-13











instrument. Each counterpart may consist of a number
of copies hereof, each signed by less than all, but together signed by all, of
the parties hereto.


Section 7.5. Subordination of Debt of the Company. Any
indebtedness of the Company now or hereafter held by a Subsidiary Guarantor,
whether secured or unsecured, and if secured, the security for same, is hereby
subordinated to the indebtedness of the Company to the holders of the Notes
from time to time; and, so long as there is any Default or Event of Default
under the Note Purchase Agreement, such indebtedness of the Company to a
Subsidiary Guarantor shall be collected, enforced, and received by such
Subsidiary Guarantor as trustee for the holders of the Notes from time to time
and, subject to the terms of the Intercreditor Agreement, be paid over to such
holders on account of the Notes but without reducing or affecting in any manner
the liability of the Subsidiary Guarantor under the other provisions of this
Agreement.


SECTION 7.6. GOVERNING LAW. THIS AGREEMENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL
BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS, EXCLUDING CHOICE-OF-LAW
PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE
LAWS OF A JURISDICTION OTHER THAN SUCH STATE.


Section 7.7. Submission to Jurisdiction. Each
Subsidiary Guarantor hereby irrevocably submits and consents to the
non-exclusive jurisdiction of any Illinois State or U.S. federal court situated
in the City of Chicago, and irrevocably agrees that all actions or proceedings
relating to this Agreement may be litigated in such courts, and each Subsidiary
Guarantor waives any objection which it may have based on improper venue or
forum non conveniens to the conduct of any proceeding in any such court and
waives personal service of any and all process upon it, and consents that all
such service of process be made by delivery to it at the address of such
Subsidiary Guarantor as set forth in SCHEDULE I hereto. Each Subsidiary
Guarantor agrees that a final judgment in any such suit, action or proceeding
shall be conclusive, subject to rights of appeal, and may be enforced in any
manner provided by law or equity. Nothing contained in this Section shall
affect the right of any holder of Notes to serve legal process in any other
manner permitted by law or to bring any action or proceeding in the courts of
any jurisdiction against any Subsidiary Guarantor or to enforce a judgment obtained
in the courts of any other jurisdiction.


SECTION 8. INDEMNITY.


To the fullest extent of applicable law, each
Subsidiary Guarantor shall indemnify and save each holder of a Note harmless
from and against any losses which may arise by virtue of any of the obligations
hereby guaranteed being or becoming for any reason whatsoever in whole or in
part void, voidable, contrary to law, invalid, ineffective or otherwise
unenforceable by the holders of the Notes or any of them in accordance with its
terms (all of the foregoing, collectively, an “Indemnifiable Circumstance”).
For greater certainty, these losses shall include without limitation all
obligations hereby guaranteed which would have been payable by the Company but
for the existence of an Indemnifiable Circumstance; provided, however, that the
extent of each Subsidiary Guarantor’s aggregate liability under this SECTION 8
shall not at any time exceed the amount (but for any Indemnifiable
Circumstance) otherwise guaranteed pursuant to SECTION 1.


E-4.13-14











IN WITNESS WHEREOF, this Guaranty Agreement has been
duly executed and delivered as of the day and year first above written.


Very truly yours,


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


E-4.13-15















SCHEDULE
I


ADDRESSES FOR NOTICES TO SUBSIDIARY
GUARANTORS


c/o TALX
Corporation

Attention: Chief Executive Officer

11432 Lackland Road

St. Louis, Missouri 63146


SCHEDULE I
  (to Guaranty Agreement)











FORM OF
GUARANTY JOINDER AGREEMENT


To the Holders of
the Notes, (as hereinafter defined) of TALX Corporation


(the “Company”)


Ladies and
Gentlemen:


WHEREAS, in order
to refinance certain debt and for general corporate purposes, the Company
issued $50,000,000 aggregate principal amount of its ax% Senior Guaranteed Notes
due May 25, 2014 (the “Notes”), pursuant to that certain Note Purchase
Agreement dated as of May 25, 2006 (the “Note Purchase Agreement”) between the
Company and each of the purchasers named on Schedule A thereto (the “Initial
Note Purchasers”).


WHEREAS, as a
condition precedent to their purchase of the Notes, the Initial Note Purchasers
required that certain subsidiaries of the Company enter into a Guaranty as
security for the Notes (the “Guaranty”).


Pursuant to
Section 9.7 of the Note Purchase Agreement, the Company has agreed to cause the
undersigned,                              ,
a                              
organized under the laws of                              
(the “Additional Subsidiary Guarantor”), to join in the Guaranty. In accordance
with the requirements of the Guaranty, the Additional Subsidiary Guarantor
desires to amend (a) the definition of Subsidiary Guarantor (as the same may
have been heretofore amended) set forth in the Guaranty attached hereto so that
at all times from and after the date hereof, the Additional Subsidiary
Guarantor shall be jointly and severally liable as set forth in the Guaranty
for the obligations of the Company under the Note Purchase Agreement and Notes
to the extent and in the manner set forth in the Guaranty and (b) Schedule I to
the Guaranty to include the address of the Additional Subsidiary Guarantor set
forth on the signature page hereto.


The undersigned is
the duly elected                              
of the Additional Subsidiary Guarantor, a subsidiary of the Company, and is
duly authorized to execute and deliver this Guaranty Joinder Agreement to each
of you. The execution by the undersigned of this Guaranty Joinder Agreement
shall evidence its consent to and acknowledgment and approval of the terms set
forth herein and in the Guaranty and by such execution the Additional
Subsidiary Guarantor shall be deemed to have made in favor of the Holders of
the Notes the representations and warranties set forth in Section 2 of the
Guaranty.


Upon execution of
this Guaranty Joinder Agreement, the Guaranty shall be deemed to be amended as
set forth above. Except as amended herein, the terms and provisions of the
Guaranty are hereby ratified, confirmed and approved in all respects.


ANNEX 1
  (to Guaranty Agreement)











Any and all notices, requests, certificates and other
instruments (including the Notes) may refer to the Guaranty without making
specific reference to this Guaranty Joinder Agreement, but nevertheless all
such references shall be deemed to include this Guaranty Joinder Agreement
unless the context shall otherwise require.


Dated:                              ,
            .


[NAME OF ADDITIONAL SUBSIDIARY
GUARANTOR]


By

Name:

Title:


Address for Notices:











FORM OF
CLOSING CERTIFICATE


Pursuant to
Section 9.7 of the Note Purchase Agreement dated as of May 25, 2006 (as it may
hereafter be amended, modified, extended or restated from time to time, the “Note
Purchase Agreement”), between TALX Corporation, a                       
corporation and the institutions named in Schedule A thereto, the undersigned [INSERT
TITLE OF OFFICER] of [INSERT NAME OF GUARANTOR], in such capacity and not in
any personal capacity, hereby certifies as follows:


1. The
representations and warranties of [INSERT NAME OF GUARANTOR] set forth in
Section 2 of the Guaranty Agreement (as defined in the Note Purchase Agreement)
are true and correct in all material respects on and as of the date hereof with
the same effect as if made on the date hereof, except for representations and
warranties expressly stated to relate to a specific earlier date, in which case
such representations and warranties were true and correct in all material
respects as of such earlier date.


2.                              
is the duly elected and qualified                              
of [INSERT NAME OF GUARANTOR] and the signature set forth for such officer
below is such officer’s true and genuine signature.


The undersigned                              
of [INSERT NAME OF GUARANTOR] certifies as follows:


3. There are no liquidation
or dissolution proceedings pending or to my knowledge threatened against
[INSERT NAME OF GUARANTOR], nor has any other event occurred adversely
affecting or threatening the continued existence of [INSERT NAME OF GUARANTOR].


4. [INSERT NAME OF
GUARANTOR] is a                              
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization.


5. Attached hereto
as Annex 1 is a true and complete copy of resolutions duly adopted by the                              
of [INSERT NAME OF GUARANTOR] on                              ;
such resolutions have not in any way been amended, modified, revoked or
rescinded, have been in full force and effect since their adoption to and
including the date hereof and are now in full force and effect and are the only
                             
proceedings of [INSERT NAME OF GUARANTOR] now in force relating to or affecting
the matters referred to therein.


6. Attached hereto
as Annex 2 is a true and complete copy of the By-Laws (or equivalent) [INSERT
NAME OF GUARANTOR] as in effect on the date hereof.


7. Attached hereto
as Annex 3 is a true and complete copy of the Certificate of Incorporation (or
equivalent) of [INSERT NAME OF GUARANTOR] as in effect on the date hereof, and
such certificate has not been amended, repealed, modified or restated (except
to the extent of the amendments attached hereto).











8. The following persons are now duly elected and
qualified officers of [INSERT NAME OF GUARANTOR] holding the offices indicated
next to their respective names below, and the signatures appearing opposite
their respective names below are the true and genuine signatures of such
officers, and each of such officers is duly authorized to execute and deliver
on behalf of [INSERT NAME OF GUARANTOR] [the Guaranty Joinder Agreement and]
the Guaranty Agreement:


	
  NAME

  	
   

  	
  OFFICE

  	
   

  	
  SIGNATURE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  



 











IN WITNESS WHEREOF, the undersigned have hereunto set
our names as of the date set forth below.


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:              ,           

  	
   

  	
   

  



 











FORM OF
INTERCREDITOR AGREEMENT




 





INTERCREDITOR AGREEMENT
  Dated as of May 25, 2006

among

LASALLE BANK NATIONAL ASSOCIATION,

SOUTHWEST BANK OF ST. LOUIS,

NATIONAL CITY BANK OF THE MIDWEST,

FIFTH THIRD BANK,

MERRILL LYNCH CAPITAL, A DIVISION OF

MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,

FIRST BANK,

PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY,

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,

MTL INSURANCE COMPANY,

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA,

AMERICAN INVESTORS LIFE INSURANCE COMPANY,
  and

AMERUS LIFE INSURANCE COMPANY




 





Exhibit
4.14
  (to Note Purchase Agreement)















TABLE OF CONTENTS




	
  

  	
   

  	
   

  	
  PAGE

  
	
  SECTION 1.

  	
   

  	
  DEFINITIONS 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  APPROVAL OF LOAN AND LOAN DOCUMENTS 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  SHARING OF RECOVERIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  MODIFICATIONS, AMENDMENTS, ETC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  AGREEMENTS AMONG THE CREDITORS 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
   

  	
  OBLIGATIONS HEREUNDER NOT AFFECTED 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
   

  	
  ESTOPPEL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
   

  	
  MISCELLANEOUS 

  	
   

  



 


E-4.14-i















INTERCREDITOR
AGREEMENT


THIS INTERCREDITOR
AGREEMENT (this “AGREEMENT”) dated as of May 25, 2006, is entered into by and
among SOUTHWEST BANK OF ST. LOUIS (“SOUTHWEST BANK”), NATIONAL CITY BANK OF THE
MIDWEST (“NATIONAL CITY”), FIFTH THIRD BANK (“FIFTH THIRD”), MERRILL LYNCH
CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. (“MERRILL
LYNCH”), FIRST BANK (“FIRST BANK”), LASALLE BANK NATIONAL ASSOCIATION, as a
Lender and as administrative agent for the Lenders (the “ADMINISTRATIVE AGENT”),
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY, THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, MTL INSURANCE COMPANY, THE GUARDIAN LIFE INSURANCE COMPANY
OF AMERICA, AMERICAN INVESTORS LIFE INSURANCE COMPANY, and AMERUS LIFE
INSURANCE COMPANY, as holders of the Notes described below (collectively, the “NOTEHOLDERS”).


RECITALS:


A. Under and
pursuant to that certain Note Purchase Agreement dated as of even date herewith
(as the same may be amended, restated, supplemented, renewed or replaced from
time to time, including any increase in the amount thereof, the “NOTE PURCHASE
AGREEMENT”), among TALX Corporation, a Missouri corporation (the “COMPANY”) and
the Noteholders, the Company proposes to issue and sell to the Noteholders
$75,000,000 aggregate principal amount of its 6.89% Senior Guaranteed Notes,
due May 25, 2014 (collectively the “NOTES”).


B. The Noteholders
have required as a condition of their purchase of the Notes that each of TALX
UCM Services, Inc., a Missouri corporation, TALX FasTime Services, Inc., a
Texas corporation, TALX Employer Services, LLC, a Missouri limited liability
company, TBT Enterprises, Incorporated, a Maryland corporation, UI Advantage,
Inc., a Maryland corporation, Net Profit, Inc., a South Carolina corporation,
TALX Tax Incentive Services, LLC, a Missouri limited liability company, Jon-Jay
Associates, Inc., a Massachusetts corporation, TALX Tax Credits and Incentives,
LLC, a Missouri limited liability company, Management Insight Incentives, LLC,
a Missouri limited liability company, Unemployment Services, LLC, a Missouri
limited liability company, and Performance Assessment Network, Inc., a Delaware
corporation, (each a “SUBSIDIARY GUARANTOR” and collectively the “SUBSIDIARY
GUARANTORS”) enter into a guaranty as security for the Notes and accordingly
each of the Subsidiary Guarantors has agreed to provide a guaranty. Each
Subsidiary Guarantor proposes to execute and deliver a Guaranty Agreement (each
a “NOTE GUARANTEE” and collectively the “NOTE GUARANTIES”) dated as of even
date herewith, pursuant to which such Subsidiary Guarantor will irrevocably,
absolutely and unconditionally guarantee to the Noteholders the payment of the
principal of, premium, if any, and interest on the Notes and the payment and
performance of all other obligations of the Company under the Note Purchase
Agreement.


E-4.14-1











C. Under and pursuant to that certain Third Amended
and Restated Loan Agreement dated as of even date herewith (as such agreement
may be amended, restated, supplemented, renewed or replaced from time to time,
including any increase in the amount thereof, the “LOAN AGREEMENT”) among the
Company, the Administrative Agent, and the lending institutions which are
parties thereto (each, individually, a “LENDER” and collectively, the “LENDERS”),
the Lenders have made available to the Company certain credit facilities in a
current aggregate principal amount of up to $150,000,000 (all amounts
outstanding in respect of such credit facilities being hereinafter collectively
referred to as the “LOAN”).


D. In connection
with the execution of the Loan Agreement and as security for the Loan made
thereunder, the Subsidiary Guarantors have heretofore guaranteed to the Lenders
the payment of the Loan and all other obligations of the Company under the Loan
Agreement under those certain guaranty agreements (as such agreements may be
amended, restated, supplemented or otherwise modified from time to time the “LOAN
GUARANTIES”).


E. The Loan
Guaranties and the Note Guaranties are each hereinafter individually referred
to as a “SUBSIDIARY GUARANTY” and collectively referred to as the “SUBSIDIARY
GUARANTIES”.


F. The Company and
the Subsidiary Guarantors contemplate that from time to time after the date
hereof, additional subsidiaries of the Company may, subject to the terms and
conditions of the Loan Agreement and the Note Purchase Agreement, issue
additional guaranties for the benefit of the Creditors which the Company, the
Subsidiary Guarantors and the Creditors wish to become subject to this
Agreement pursuant to the requirements of Section 6(d) hereof.


G. Pursuant to the
Loan Agreement, it is a condition precedent to the Notes constituting permitted
indebtedness thereunder that the Administrative Agent and the Noteholders enter
into this Agreement.


NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties hereto
hereby agree a follows:


SECTION 1.
DEFINITIONS.


The following
terms shall have the meanings assigned to them below in this

Section 1 or in the provisions of this Agreement referred to below:


“Administrative
Agent” shall have the meaning assigned thereto in the Recitals hereof.


“Company” shall
have the meaning assigned thereto in the Recitals hereof.


E-4.14-2











“Covered Payment” shall have the meaning assigned
thereto in Section 4.


“Creditor” shall
individually mean the Administrative Agent, any Lender or any Noteholder and “Creditors”
shall mean, collectively, the Administrative Agent, the Lenders and the Noteholders.


“Enforcement
Action” means any (i) judicial or non-judicial foreclosure proceeding, the
exercise of any power of sale, the taking of a deed or assignment in lieu of
foreclosure, the obtaining of a receiver or the taking of any other enforcement
action against the Company or any Subsidiary Guarantor, (ii) acceleration of,
or demand or action taken in order to collect, all or any indebtedness accruing
under the Loan Agreement, the Notes or any Subsidiary Guaranty or (iii)
exercise of any right or remedy available to the Administrative Agent or the
Noteholders under the Loan Agreement, the Notes or the Note Purchase Agreement,
as applicable, at law, in equity or otherwise with respect to the Company or
any Subsidiary Guarantor.


“Excess Covered
Payment” shall mean as to any Creditor an amount equal to the Covered Payment
received by such Creditor less the Pro Rata Share of such Covered Payment to
which such Creditor is then entitled.


“Lender” and “Lenders”
shall have the meanings assigned thereto in the Recitals hereto.


“Loan” shall have
the meaning assigned thereto in the Recitals hereof.


“Loan Agreement”
shall have the meaning assigned thereto in the Recitals hereof.


“Loan Guaranty”
and “Loan Guaranties” shall have the meanings assigned thereto in the Recitals
hereof.


“Note Guaranty”
and “Note Guaranties” shall have the meanings assigned thereto in the Recitals
hereof.


“Note Purchase
Agreement” shall have the meaning assigned thereto in the Recitals hereof.


“Noteholder” and “Noteholders”
shall have the meanings assigned thereto in the Recitals hereof.


“Notes” shall have
the meaning assigned thereto in the Recitals hereof.


“Person” shall
mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, and a government or agency or political
subdivision thereof.


E-4.14-3











“Pro Rata Share” shall mean, with respect to any
Creditor, as of the date of any Covered Payment to such Creditor, an amount
equal to the product obtained by multiplying (a) the amount of such Covered
Payment less all reasonable costs incurred by such Creditor in connection with
the collection of such Covered Payment by (b) a fraction, the numerator of
which shall be the Specified Amount owing to such Creditor, and the denominator
of which is the aggregate amount of all outstanding Subject Obligations
(without giving effect in the denominator to the application of any such
Covered Payment).


“Receiving
Creditor” shall have the meaning assigned thereto in Section 4.


“Specified Amount”
shall mean as to any Creditor the aggregate amount of the Subject Obligations
owed to such Creditor.


“Subject
Obligations” shall mean all principal of, premium or make-whole amount, if any,
and interest on, the Notes and the Loan and all other obligations of the Company
under or in respect of the Notes and the Loan and under the Note Purchase
Agreement or the Loan Agreement.


“Subsidiary
Agreements” shall mean the Subsidiary Guaranties.


“Subsidiary
Guarantor” and “Subsidiary Guarantors” shall have the meaning assigned thereto
in the Recitals hereof.


“Subsidiary
Guaranty” and “Subsidiary Guaranties” shall have the meanings assigned thereto
in the Recitals hereof.


Section 2.
Approval of Loan and Loan Documents.


(a) Each
Noteholder hereby acknowledges that (i) it has received and reviewed and,
subject to the terms and conditions of this Agreement, hereby consents to and
approves of the making of the Loan and, subject to the terms and provisions of
this Agreement, all of the terms and provisions of the Loan Agreement and the
Loan Guaranties, and (ii) any application or use of the proceeds of the Loan
for purposes other than those provided in the Loan Agreement shall not affect,
impair or defeat the terms and provisions of this Agreement or the Loan
Agreement.


(b) Each of the
Administrative Agent and each Lender hereby acknowledges that (i) it has
received and reviewed, and, subject to the terms and conditions of this
Agreement, hereby consents to and approves of the issuance of the Notes and,
subject to the terms and provisions of this Agreement, all of the terms and
provisions of the Note Purchase Agreement and the Note Guaranties, and (ii) any
application or use of the proceeds of the issuance of the Notes for purposes
other than those provided in the Note Purchase Agreement shall not affect,
impair or defeat the terms and provisions of this Agreement or the Note
Purchase Agreement. Each of the Administrative Agent and each Lender hereby
acknowledges and agrees that any conditions precedent to the consent of


E-4.14-4











the Administrative Agent and each Lender to the
issuance of the Notes as set forth in the Loan Agreement or any other
agreements with the Company related thereto, as they apply to the issuance of
the Notes, have been either satisfied or waived.


Section 3. Representations
and Warranties.


(a) Each
Noteholder hereby represents and warrants, as to itself, as follows:


(1) To such
Noteholder’s knowledge, there currently exists no default or event which, with
the giving of notice or the lapse of time, or both, would constitute a default
under the Notes or the Note Purchase Agreement.


(2) Such
Noteholder (or its nominee) is the legal and beneficial owner of the Note
purchased by it from the Company, free and clear of any lien, security
interest, option or other charge or encumbrance.


(3) The Notes are
not secured by any real or personal property of the Company or any Subsidiary
Guarantor.


(4) Such
Noteholder is duly organized and validly existing under the laws of the
jurisdiction under which it was organized with full power to execute, deliver,
and perform this Agreement and consummate the transactions contemplated hereby.


(5) All actions
necessary to authorize the execution, delivery, and performance of this
Agreement on behalf of such Noteholder have been duly taken, and all such
actions continue in full force and effect as of the date hereof.


(6) Such
Noteholder has duly executed and delivered this Agreement and this Agreement
constitutes the legal, valid, and binding agreement of such Noteholder
enforceable against such Noteholder in accordance with its terms subject to (x)
applicable bankruptcy, reorganization, insolvency and moratorium laws, and (y)
general principles of equity which may apply regardless of whether a proceeding
is brought in law or in equity.


(7) To such
Noteholder’s knowledge, no consent of any other Person and no consent, license,
approval, or authorization of, or exemption by, or registration or declaration
or filing with, any governmental authority, bureau or agency is required in
connection with the execution, delivery or performance by such Noteholder of
this Agreement or consummation by such Noteholder of the transactions
contemplated by this Agreement.


(b) The
Administrative Agent and each Lender hereby represents and warrants, as to
itself, as follows:


E-4.14-5











(1) To its knowledge, there currently exists no
default or event which, with the giving of notice or the lapse of time, or
both, would constitute a default under the Loan Agreement.


(2) All security
interests in favor of the Administrative Agent securing the Loan and all other
amounts owing by the Company to the Lenders pursuant to the terms of the Loan
Agreement shall be released in accordance with the terms of that certain Second
Amendment to the Second Amended and Restated Loan Agreement dated as of April
6, 2006 among the Company, the Administrative Agent and the Lenders.
Administrative Agent and Lenders have no other security interests in any real
or personal property granted by Company or Subsidiary Guarantors.


(3) It is duly
organized and validly existing under the laws of the jurisdiction under which
it was organized with full power to execute, deliver, and perform this
Agreement and consummate the transactions contemplated hereby.


(4) All actions
necessary to authorize the execution, delivery, and performance of this
Agreement by it have been duly taken, and all such actions continue in full
force and effect as of the date hereof.


(5) It has duly
executed and delivered this Agreement and this Agreement constitutes the legal,
valid, and binding agreement of the Administrative Agent or such Lender, as the
case may be, enforceable against the Administrative Agent or such Lender, as
the case may be, in accordance with its terms subject to (x) applicable
bankruptcy, reorganization, insolvency and moratorium laws and (y) general
principles of equity which may apply regardless of whether a proceeding is
brought in law or in equity.


(6) To its
knowledge, no consent of any other Person and no consent, license, approval, or
authorization of, or exemption by, or registration or declaration or filing
with, any governmental authority, bureau or agency is required in connection
with the execution, delivery or performance by the Administrative Agent of this
Agreement or consummation by the Administrative Agent of the transactions
contemplated by this Agreement.


Section 4. Sharing
of Recoveries.


(a) Each Creditor
hereby agrees with each other Creditor that from and after the commencement of
an Enforcement Action by any Creditor, any payment (including payments made
through setoff of deposit balances or otherwise) received by such Creditor in
respect of the Subject Obligations owed to such Creditor (such payment, a “COVERED
PAYMENT”) shall be shared so that each Creditor shall receive its Pro Rata
Share of such Covered Payment. Accordingly, each Creditor hereby agrees that in
the event that (i) such Creditor receives a Covered Payment (such Creditor, a “RECEIVING


E-4.14-6











CREDITOR”) and (ii) any other Creditor shall not
concurrently receive its Pro Rata Share of such Covered Payment, then the
Receiving Creditor shall promptly remit to each other Creditor who shall then
be entitled thereto, an amount so that after giving effect to such payment (and
any other payments then being made by any other Receiving Creditor pursuant to
this Section 4) each Creditor shall have received its Pro Rata Share of such
Covered Payments.


(b) For purposes
of determining each Creditor’s Pro Rata Share, (x) unfunded commitments to
advance funds shall not constitute outstanding Subject Obligations and (y) the
undrawn amount of any issued irrevocable letters of credit shall constitute
outstanding Subject Obligations of the issuers of such letters of credit. If
any payment is made pursuant to this Section 4 with respect to the undrawn
amount of any issued letter of credit and if, subsequently, such letter of
credit expires without having been drawn upon in full, then the issuer of such
letter of credit shall calculate the aggregate amount that it received or
retained under this Section 4 solely as a result of the treatment of the
undrawn amount of such letter of credit as an outstanding Subject Obligation
and such amount shall thereafter constitute a Covered Payment subject to
sharing pursuant to this Section 4.


(c) Any such
payments shall be deemed to be and shall be made in consideration of the
purchase for cash at face value, but without recourse, ratably from the other
Creditors such amount of Notes or Loan (or interest therein), as the case may
be, to the extent necessary to cause such Receiving Creditor to share such
Excess Covered Payment with the other Creditors as hereinabove provided;
provided, however, that if any such purchase or payment is made by any
Receiving Creditor and if such Excess Covered Payment or part thereof is thereafter
recovered from such Receiving Creditor (including, without limitation, by any
trustee in bankruptcy of the Person making such Covered Payment or any creditor
thereof), the related purchase from the other Creditors shall be rescinded
ratably and the purchase price restored as to the portion of such Excess
Covered Payment so recovered, but without interest; provided, further, that
nothing herein contained shall obligate any Creditor to resort to any setoff,
application of deposit balance or other means of payment under any Subsidiary
Guaranty or avail itself of any recourse by resort to any property of the
Company or any Subsidiary Guarantor, the taking of any such action to remain
within the absolute discretion of such Creditor without obligation of any kind
to the other Creditors to take any such action.


Section 5.
Modifications, Amendments, Etc.


(a) The
Administrative Agent and the Lenders shall have the right without the consent
of the Noteholders in each instance to enter into any amendment, deferral,
extension, modification, increase, renewal, replacement, consolidation,
supplement or waiver (collectively, a “LOAN MODIFICATION”) of the Loan or the
Loan Agreement (or any agreement related thereto) provided that no such Loan
Modification shall, without the prior written consent of the Noteholders, grant
to the Administrative Agent or any Lender a security interest in any assets of
the Company or any Subsidiary Guarantor.


E-4.14-7











(b) The Noteholders shall have the right without the
consent of the Administrative Agent in each instance to enter into any
amendment, deferral, extension, modification, increase, renewal, replacement,
consolidation, supplement or waiver (collectively, a “NOTE MODIFICATION”) of
the Note or the Note Purchase Agreement provided that no such Note Modification
shall, without the prior written consent of the Administrative Agent, grant to
the Noteholders a security interest in any assets of the Company or any
Subsidiary Guarantor.


Section 6.
Agreements Among the Creditors.


(a) Independent
Actions by Creditors. Nothing contained in this Agreement shall prohibit any
Creditor from accelerating the maturity of, or demanding payment from a
Subsidiary Guarantor on, any Subject Obligation of the Company to such Creditor
or from instituting legal action against the Company or a Subsidiary Guarantor
to obtain a judgment or other legal process in respect of such Subject
Obligation, but any funds received from a Subsidiary Guarantor in connection
with any recovery therefrom shall be subject to the terms of this Agreement.


(b) Relation of
Creditors. This Agreement is entered into solely for the purposes set forth
herein, and no Creditor assumes any responsibility to any other party hereto to
advise such other party of information known to such other party regarding the
financial condition of the Company or any Subsidiary Guarantor or of any other
circumstances bearing upon the risk of nonpayment of the Subject Obligation.
Each Creditor specifically acknowledges and agrees that nothing contained in
this Agreement is or is intended to be for the benefit of the Company or a
Subsidiary Guarantor and nothing contained herein shall limit or in any way
modify any of the obligations of the Company or any Subsidiary Guarantor to the
Creditors.


(c) Acknowledgment
of Guaranties. The Lenders hereby expressly acknowledge the existence of the
Note Guarantees and the Noteholders hereby expressly acknowledge the existence
of the Loan Guaranties.


(d) Additional
Guarantors. Additional Persons may become “Subsidiary Guarantors” hereunder by
executing and delivering to a then existing Creditor a guaranty by which such
Person has become a guarantor of the Notes or Loan pursuant to the terms of the
Loan Agreement or the Note Purchase Agreement. Accordingly, upon the execution
and delivery of any such copy of the guaranty by any such Person, such Person
shall, thereinafter become a “Subsidiary Guarantor” for all purposes of this
Agreement.


(e) Payments on
Subordinated Indebtedness. Pursuant to the Note Guaranties and the Loan
Guaranties, the Subsidiary Guarantors have agreed that any indebtedness of the
Company now or hereafter held by a Subsidiary Guarantor, whether secured or
unsecured, and if secured, the security for same, is subordinated to the
indebtedness of the Company under or in respect of the Notes and the Loan and
under the Note Purchase Agreement or the Loan Agreement from time to time.
Notwithstanding


E-4.14-8











anything to the contrary set forth in the Note
Guaranties or the Loan Guaranties, the Creditors acknowledge and agree that, so
long as there is any default or event of default under the Note Purchase
Agreement or the Loan Agreement, such indebtedness of the Company to a
Subsidiary Guarantor shall be collected, enforced, and received by such
Subsidiary Guarantor as trustee for the Creditors and shall be paid over by
such Subsidiary Guarantor to any Creditor. In the event any Creditor receives
any payment from a Subsidiary Guarantor pursuant to the preceding sentence,
then such payment shall be shared by the Creditors pursuant to the terms of
Section 4 hereof, whether or not an Enforcement Action has been commenced by
any Creditor.


Section 7.
Obligations Hereunder Not Affected.


(a) All rights,
interests, agreements and obligations of the Administrative Agent, the Lenders
and the Noteholders under this Agreement shall remain in full force and effect
irrespective any lack of validity or enforceability of the Loan Agreement, the
Note Purchase Agreement, the Notes, any Subsidiary Guaranty or any other
agreement or instrument relating thereto.


(b) This Agreement
shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of all or any portion of the Loan or the Notes is rescinded or
must otherwise be returned by the Lenders or the Noteholders upon the
insolvency, bankruptcy or reorganization of the Company or any Subsidiary
Guarantor or otherwise, all as though such payment had not been made.


Section 8.
Estoppel.


(a) Each
Noteholder shall, within ten (10) business days following a request from the
Administrative Agent, provide the Administrative Agent with a written statement
setting forth the then current outstanding principal balance of the its Note,
the aggregate accrued and unpaid interest in respect of its Note, and stating whether
to such Noteholder’s knowledge any default or event of default exists under the
its Note or the Note Purchase Agreement.


(b) The
Administrative Agent shall, within ten (10) business days following a request
from the Noteholders, provide the Noteholders with a written statement setting
forth the then current outstanding principal balance of the Loan, the aggregate
accrued and unpaid interest under the Loan, and stating whether to the
Administrative Agent’s knowledge any default or event of default exists under
the Loan or the Loan Agreement.


Section 9.
Miscellaneous.


(a) Entire
Agreement. This Agreement represents the entire Agreement among the Creditors
and, except as otherwise provided, this Agreement may not be altered, amended
or modified except in a writing executed by all the parties to this Agreement.


E-4.14-9











(b) Notices. Notices hereunder shall be given to the
Creditors at their addresses as set forth in the Note Purchase Agreement or the
Loan Agreement, as the case may be, or at such other address as may be
designated by each in a written notice to the other parties hereto.


(c) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of each
of the Creditors and their respective successors and assigns, whether so expressed
or not, and, in particular, shall inure to the benefit of and be enforceable by
any future holder or holders of any Subject Obligations, and the term “Creditor”
shall include any such subsequent holder of Subject Obligations, wherever the
context permits. Without limiting the foregoing, the rights and obligations of
any Lender or Noteholder under this Agreement shall be assigned automatically,
without the need for the execution of any document or any other action, to, and
the term “Lender” or “Noteholder” as used in this Agreement shall include, any
assignee, transferee or successor of such Lender under the Loan Agreement (or a
lending institution which becomes a party to the Loan Agreement) or such
Noteholder under the Note Purchase Agreement, as the case may be, and any such
assignee, transferee or successor shall automatically become a party to this
Agreement. If required by any party to this Agreement, such assignee,
transferee or successor shall execute and deliver to the other parties to this
Agreement a written confirmation of its assumption of the obligations of the
assignor, transferor or predecessor hereunder.


(d) Consents,
Amendment, Waivers. All amendments, waivers or consents of any provision of
this Agreement shall be effective only if the same shall be in writing and
signed by all of the Creditors.


(e) Governing Law.
This Agreement shall be governed by and construed in accordance with the laws
of the State of Illinois.


(f) Counterparts.
This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one Agreement, and any of the parties hereto
may execute this Agreement by signing any such counterpart.


(g) Severability.
In case any one or more of the provisions contained in this Agreement shall be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired thereby.


(h) Expenses. In
the event of any litigation to enforce this Agreement, the prevailing party
shall, if not reimbursed by the Company, be entitled to its reasonable attorney’s
fees (including the allocated costs of in-house counsel).


(i) Term of
Agreement. This Agreement shall terminate when all Subject Obligations are paid
in full and such payments are not subject to any possibility of revocation or
rescission or until all of the parties hereto mutually agree in a writing to
terminate this Agreement.


E-4.14-10















IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be executed as of the date first above written.


PRUDENTIAL RETIREMENT INSURANCE AND
ANNUITY COMPANY


By: Prudential Investment Management, Inc., as

investment manager


	
  By

  
	
  Name:

  
	
  Title: Vice President

  



 


E-4.14-1











THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA


	
  By

  	
   

  
	
  Name:

  
	
  Title: Vice President

  



 


E-4.14-2











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: Vice President

  



 


E-4.14-3











THE
GUARDIAN LIFE INSURANCE COMPANY OF AMERICA


	
  By:

  
	
  Name:

  
	
  Title: Vice President

  



 


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AMERICAN
INVESTORS LIFE INSURANCE COMPANY


By: AmerUs Capital Management Group, Inc., its

authorized attorney-in-fact


	
  By:

  
	
  Name:

  
	
  Title:

  



 


E-4.14-5











AMERUS
LIFE INSURANCE COMPANY


By: AmerUs Capital Management Group, Inc., its

authorized attorney-in-fact


	
  By

  
	
  Name:

  
	
  Title:

  



 


E-4.14-6











LASALLE BANK NATIONAL ASSOCIATION, as Administrative
Agent under the Loan Agreement


	
  By:

  	
   

  
	
   Name: Tom
  Harmon Title: Senior Vice President

  



 


E-4.14-7











SOUTHWEST BANK OF ST. LOUIS, as a Lender under the
Loan Agreement


	
  By:

  
	
  Name:

  
	
  Title:

  



 


E-4.14-8











NATIONAL CITY BANK OF THE MIDWEST, as a Lender under
the Loan Agreement


	
  By:

  
	
  Name:

  
	
  Title:

  



E-4.14-9











FIFTH
THIRD BANK, as a Lender under the Loan Agreement


	
  By:

  
	
  Name:

  
	
  Title:

  



E-4.14-10











MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH

BUSINESS FINANCIAL SERVICES INC., as a Lender under the Loan Agreement


	
  By:

  
	
  Name:

  
	
  Title:

  



 


E-4.14-11











FIRST
BANK, as a Lender under the Loan Agreement


	
  By:

  
	
  Name:

  
	
  Title:

  



E-4.14-12















The undersigned hereby acknowledge and agree to the
foregoing Agreement:


TALX CORPORATION,
a Missouri corporation, PERFORMANCE ASSESSMENT NETWORK, a Delaware corporation,
as a Subsidiary Guarantor, TALX UCM SERVICES, INC., a Missouri corporation, as
a Subsidiary Guarantor, TALX FASTIME SERVICES, INC., a Texas corporation, as a
Subsidiary Guarantor, TALX EMPLOYER SERVICES, LLC, a Missouri Limited Liability
company, as a Subsidiary Guarantor, UI ADVANTAGE, INC., a Maryland corporation,
as a Subsidiary Guarantor, TBT ENTERPRISES, 
INCORPORATED, a Maryland corporation, as a Subsidiary Guarantor, NET
PROFIT, INC., a South Carolina corporation, as a Subsidiary Guarantor, TALX TAX
INCENTIVE SERVICES, LLC, a Missouri limited liability company, as a Subsidiary
Guarantor, JON-JAY ASSOCIATES, INC., a Massachusetts corporation, as a
Subsidiary Guarantor, TALX TAX CREDITS AND INCENTIVES, LLC, a Missouri limited
liability company, as a Subsidiary Guarantor, MANAGEMENT INSIGHT INCENTIVES,
LLC, a Missouri limited liability company, as a Subsidiary Guarantor, and
UNEMPLOYMENT SERVICES, LLC, a Missouri limited liability company, as a
Subsidiary Guarantor


	
  By:

  	
   

  	
   

  
	
  Name: L. Keith Graves

  
	
  Title: Chief Financial Officer

  



 


E-4.14-13