Exhibit 10.12
 
    Line of Credit Amount
 (a)
    
    During the availability period described below, the Bank will provide a line of credit to the
Borrowers. The amount of the line of credit (the Facility No. 1 Commitment) is Three Million and
00/100 Dollars ($3,000,000.00).(b)
    
    This is a revolving line of credit. During the availability period, the Borrowers may repay
principal amounts and reborrow them.(c)
    
    The Borrowers agree not to permit the principal balance outstanding to exceed the Facility No.
1 Commitment. If the Borrowers exceed this limit, the Borrowers will immediately pay the excess to
the Bank upon the Banks demand.
 Availability Period
 Repayment Terms
 (a)
    
    The Borrowers will pay interest on December 1, 2009, and then on the same day of each month
thereafter until payment in full of any principal outstanding under this facility.(b)
    
    The Borrowers will repay in full any principal, interest or other charges outstanding under
this facility no later than the Facility No. 1 Expiration Date. Any interest period for an
optional interest rate (as described below) shall expire no later than the Facility No. 1
Expiration Date.
 Interest Rate
 (a)
    
    The interest rate is a rate per year equal to the Banks Prime Rate.(b)
    
    The Prime Rate is the rate of interest publicly announced from time to time by the Bank as its
Prime Rate. The Prime Rate is set by the Bank based on various factors, including the Banks costs
and desired return, general economic conditions and other factors, and is used as a reference point
for pricing some loans. The Bank may price loans to its customers at, above, or below the Prime
Rate. Any change in the Prime Rate shall take effect at the opening of business on the day
specified in the public announcement of a change in the Banks Prime Rate.
 Optional Interest Rates
 (a)
    
    The LIBOR Rate plus 2.25 percentage point(s).
 Ref #: 1000225232 :  RESOURCES CONNECTION INC.
    
    -1-Standard Loan Agreement
    
    
    
    Revised 2/2005




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Letters of Credit
 (a)
    
    During the availability period, at the request of the Borrowers, the Bank will issue:
 (i)
    
    commercial letters of credit with a maximum maturity of one hundred eighty (180) days
but not to extend more than one hundred eighty (180) days beyond the Facility No. 1
Expiration Date. Each commercial letter of credit will require drafts payable at sight.(ii)
    
    standby letters of credit with a maximum maturity of three hundred sixty-five (365)
days but not to extend more than three hundred sixty-five (365) days beyond the Facility No.
1 Expiration Date. The standby letters of credit may include a provision providing that the
maturity date will be automatically extended each year for an additional year unless the
Bank gives written notice to the contrary; provided, however, that each letter of credit
must include a final maturity date which will not be subject to automatic extension.
 (b)
    
    The amount of the letters of credit outstanding at any one time (including the drawn and
unreimbursed amounts of the letters of credit) may not exceed Three Million and 00/100 Dollars
($3,000,000.00).(c)
    
    In calculating the principal amount outstanding under the Facility No. 1 Commitment, the
calculation shall include the amount of any letters of credit outstanding, including amounts drawn
on any letters of credit and not yet reimbursed.(d)
    
    The following letters of credit are outstanding from the Bank for the account of the Borrower:
 Letter of Credit Number
    
    Amount3077659
    
    $
    16,704.633081554
    
    $
    130,884.003082296
    
    $
    375,001.543082297
    
    $
    19,379.203094248
    
    $
    85,166.11
  (e)
    
    The Borrower agrees:
 (i)
    
    Any sum drawn under a letter of credit may, at the option of the Bank, be added to the
principal amount outstanding under this Agreement. The amount will bear interest and be due
as described elsewhere in this Agreement.(ii)
    
    If there is a default under this Agreement, to immediately prepay and make the Bank
whole for any outstanding letters of credit.(iii)
    
    The issuance of any letter of credit and any amendment to a letter of credit is
subject to the Banks written approval and must be in form and content satisfactory to the
Bank and in favor of a beneficiary acceptable to the Bank.(iv)
    
    To sign the Banks form Application and Agreement for Commercial Letter of Credit or
Application and Agreement for Standby Letter of Credit, as applicable.(v)
    
    To pay any issuance and/or other fees that the Bank notifies the Borrowers will be
charged for issuing and processing letters of credit for the Borrowers.(vi)
    
    To allow the Bank to automatically charge its checking account for applicable fees,
discounts, and other charges.
 Ref #: 1000225232 :  RESOURCES CONNECTION INC.
    
    -2-Standard Loan Agreement
    
    
    
    Revised 2/2005




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(vii)
    
    To pay the Bank a non-refundable fee equal to 2.25% per annum of the outstanding
undrawn amount of each standby letter of credit, payable quarterly in arrears, calculated on
the basis of the face amount outstanding on the day the fee is calculated.
 (f)
    
    On the Facility No. 1 Expiration Date or as promptly thereafter as may be reasonably
practicable, the Borrower shall, under documentation acceptable to the Bank, grant to the Bank a
first-priority perfected security interest in cash, cash equivalents, or other collateral of a type
and in any amount acceptable to the Bank, to secure the Borrowers obligations in respect of any
outstanding letters of credit
  Optional Rates
 LIBOR Rate
 (a)
    
    The interest period during which the LIBOR Rate will be in effect will be one month, two
months, three months or six months. The first day of the interest period must be a day other than
a Saturday or a Sunday on which banks are open for business in New York and London and dealing in
offshore dollars (a LIBOR Banking Day). The last day of the interest period and the actual
number of days during the interest period will be determined by the Bank using the practices of the
London inter-bank market.(b)
    
    Each LIBOR Rate portion will be for an amount not less than One Hundred Thousand and 00/100
Dollars ($100,000.00).(c)
    
    The LIBOR Rate means the interest rate determined by the following formula. (All amounts in
the calculation will be determined by the Bank as of the first day of the interest period.)
 LIBOR Rate =
    
    London Inter-Bank Offered Rate(1.00 - Reserve Percentage)
 Where,
 (i)
    
    London Inter-Bank Offered Rate means for any applicable interest period, the rate per
annum equal to the British Bankers Association LIBOR Rate (BBA LIBOR), as published by
Reuters (or other commercially available source providing quotations of BBA LIBOR as
selected by the Bank from time to time) at approximately 11:00 a.m. London time two (2)
London Banking Days before the commencement of the interest period for U.S. Dollar deposits
(for delivery on the first day of such interest period) with a term equivalent to such
interest period. If such rate is not available at such time for any reason then the rate
for that interest period will be determined by such alternate method as reasonably selected
by the Bank. A London Banking Day is a day on which banks in London are open for business
and dealing in offshore dollars.(ii)
    
    Reserve Percentage means the total of the maximum reserve percentages for determining
the reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency
Liabilities, as defined in Federal Reserve Board Regulation D, rounded upward to the nearest
1/100 of one percent. The percentage will be expressed as a decimal, and will include, but not be limited
to, marginal, emergency, supplemental, special, and other reserve percentages.
 (d)
    
    The Borrower shall irrevocably request a LIBOR Rate Portion no later than 12:00 noon Pacific
time on the LIBOR Banking Day preceding the day on which the London Inter-Bank Offered Rate will be
set, as specified above. For example, if there are no intervening holidays or weekend days in any
of the relevant locations, the request must be made at least three days before the LIBOR Rate takes
effect.
 Ref #: 1000225232 :  RESOURCES CONNECTION INC.
    
    -3-Standard Loan Agreement
    
    
    
    Revised 2/2005




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(e)
    
    The Bank will have no obligation to accept an election for a LIBOR Rate Portion if any of
the following described events has occurred and is continuing:
 (i)
    
    Dollar deposits in the principal amount, and for periods equal to the interest period,
of a LIBOR Rate Portion are not available in the London inter-bank market; or(ii)
    
    The LIBOR Rate does not accurately reflect the cost of a LIBOR Rate Portion.
 (f)
    
    Each prepayment of a LIBOR Rate Portion, whether voluntary, by reason of acceleration or
otherwise, will be accompanied by the amount of accrued interest on the amount prepaid and a
prepayment fee as described below. A prepayment is a payment of an amount on a date earlier than
the scheduled payment date for such amount as required by this Agreement.(g)
    
    The prepayment fee shall be in an amount sufficient to compensate the Bank for any loss, cost
or expense incurred by it as a result of the prepayment, including any loss of anticipated profits
and any loss or expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Portion or from fees payable to terminate the deposits from which such funds were
obtained. The Borrower shall also pay any customary administrative fees charged by the Bank in
connection with the foregoing. For purposes of this paragraph, the Bank shall be deemed to have
funded each Portion by a matching deposit or other borrowing in the applicable interbank market,
whether or not such Portion was in fact so funded.
  Fees
 (a)
    
    Waiver Fee. If the Bank, at its discretion, agrees to waive or amend any terms of this
Agreement, the Borrower will, at the Banks option, pay the Bank a fee for each waiver or amendment
in an amount advised by the Bank at the time the Borrower requests the waiver or amendment.
Nothing in this paragraph shall imply that the Bank is obligated to agree to any waiver or
amendment requested by the Borrower. The Bank may impose additional requirements as a condition to
any waiver or amendment.(b)
    
    Late Fee. To the extent permitted by law, the Borrowers agree to pay a late fee in an
amount not to exceed four percent (4%) of any payment that is more than fifteen (15) days late.
The imposition and payment of a late fee shall not constitute a waiver of the Banks rights with
respect to the default.
 Expenses.
 Reimbursement Costs
 (a)
    
    The Borrowers agree to reimburse the Bank for any expenses it incurs in the preparation of this
Agreement and any agreement or instrument required by this Agreement. Expenses include, but are
not limited to, reasonable attorneys fees, including any allocated costs of the Banks in-house
counsel to the extent permitted by applicable law.
  Disbursements and Payments
 (a)
    
    Each payment by the Borrowers will be made in U.S. Dollars and immediately available funds by
debit to a deposit account as described in this Agreement or otherwise authorized by the Borrowers.
For payments not made by direct debit, payments will be made by mail to the address shown on the
Borrowers statement or at one of the Banks banking centers in the United States, or by such other
method as may be permitted by the Bank.(b)
    
    The Bank may honor instructions for advances or repayments given by the Borrowers (if an
individual), or by any one of the individuals authorized to sign loan agreements on behalf of the
Borrowers, or any other individual designated by any one of authorized signers (each an Authorized
Individual).(c)
    
    For any payment under this Agreement made by debit to a deposit account, the Borrowers will
maintain sufficient immediately available funds in the deposit account to cover each debit. If
there are insufficient immediately
 Ref #: 1000225232 :  RESOURCES CONNECTION INC.
    
    -4-Standard Loan Agreement
    
    
    
    Revised 2/2005




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available funds in the deposit account on the date the Bank enters such debit
authorized by this Agreement, the Bank may reverse the debit.(d)
    
    Each disbursement by the Bank and each payment by the Borrowers will be evidenced by records
kept by the Bank. In addition, the Bank may, at its discretion, require the Borrowers to sign one
or more promissory notes.(e)
    
    Prior to the date each payment of principal and interest and any fees from the Borrowers
becomes due (the Due Date), the Bank will mail to the Borrowers a statement of the amounts that
will be due on that Due Date (the Billed Amount). The calculations in the bill will be made on
the assumption that no new extensions of credit or payments will be made between the date of the
billing statement and the Due Date, and that there will be no changes in the applicable interest
rate. If the Billed Amount differs from the actual amount due on the Due Date (the Accrued
Amount), the discrepancy will be treated as follows:
 (i)
    
    If the Billed Amount is less than the Accrued Amount, the Billed Amount for the
following Due Date will be increased by the amount of the discrepancy. The Borrowers will
not be in default by reason of any such discrepancy.(ii)
    
    If the Billed Amount is more than the Accrued Amount, the Billed Amount for the
following Due Date will be decreased by the amount of the discrepancy.
 Regardless of any such discrepancy, interest will continue to accrue based on the actual
amount of principal outstanding without compounding. The Bank will not pay the Borrowers interest
on any overpayment.
 Requests for Credit; Equal Access by all Borrowers
 Telephone and Telefax Authorization
 (a)
    
    The Bank may honor telephone or telefax instructions for advances or repayments and telefax
requests for the issuance of letters of credit given, or purported to be given, by any one of the
Authorized Individuals.(b)
    
    Advances will be deposited in and repayments will be withdrawn from account number
CA-12330-24344 owned by the Borrowers or such other of the Borrowers accounts with the Bank as
designated in writing by the Borrowers.(c)
    
    The Borrowers will indemnify and hold the Bank harmless from all liability, loss, and costs in
connection with any act resulting from telephone or telefax instructions the Bank reasonably
believes are made by any Authorized Individual. This paragraph will survive this Agreements
termination, and will benefit the Bank and its officers, employees, and agents.
 Direct Debit
 (a)
    
    The Borrowers agree that on the Due Date the Bank will debit the Billed Amount from deposit
account number CA-12330-24344 owned by the Borrowers or such other of the Borrowers accounts with
the Bank as designated in writing by the Borrowers (the Designated Account).(b)
    
    The Borrowers may terminate this direct debit arrangement at any time by sending written
notice to the Bank at the address specified at the end of this Agreement. If the Borrowers
terminate this arrangement, then the principal amount outstanding under this Agreement will at the
option of the Bank bear interest at a rate per annum which is 0.5 percentage point(s) higher than
the rate of interest otherwise provided under this Agreement.
 Banking Days.
 Ref #: 1000225232 :  RESOURCES CONNECTION INC.
    
    -5-Standard Loan Agreement
    
    
    
    Revised 2/2005




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Interest Calculation
 Default Rate
 Taxes
   Authorizations
 Governing Documents
 Guaranty
 Good Standing
 Insurance
   Formation
 Authorization
 Enforceable Agreement
 Good Standing
 No Conflicts
 Ref #: 1000225232 :  RESOURCES CONNECTION INC.
    
    -6-Standard Loan Agreement
    
    
    
    Revised 2/2005




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Financial Information
 Lawsuits
 Collateral
 Permits, Franchises
 Other Obligations
 Tax Matters
 No Event of Default
 Insurance
   Use of Proceeds
 (a)
    
    To use the proceeds of Facility No. 1 only for general corporate purposes, including working
capital needs, capital expenditures and letters of credit.
 Financial Information
 (a)
    
    Within ninety (90) days of the fiscal year end, the annual financial statements of the
Borrowers. These financial statements must be audited (with an opinion satisfactory to the Bank)
by a Certified Public Accountant acceptable to the Bank. The statements shall be prepared on a
consolidated basis. The Form 10-K is a satisfactory form for the annual financial statement.(b)
    
    Within forty-five (45) days of the periods end, quarterly financial statements of the
Borrowers. These financial statements may be company-prepared. The statements shall be prepared
on a consolidated basis. The Form 10-Q is a satisfactory form for the quarterly financial statement.(c)
    
    Within ninety (90) days of the end of each fiscal year and within forty five (45) days of the
end of each quarter, a compliance certificate of each Borrower signed by an authorized financial
officer, and setting forth (i) the information and computations (in sufficient detail) to establish
that each Borrower is in compliance with all financial covenants at the end of the period covered
by the financial statements then being furnished and (ii) whether there existed as of the date of
such financial statements and whether there exists as of the date of the
 Ref #: 1000225232 :  RESOURCES CONNECTION INC.
    
    -7-Standard Loan Agreement
    
    
    
    Revised 2/2005




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certificate, any default under this Agreement and, if any such default exists,
specifying the nature thereof and the action the Borrowers are taking and propose to take
with respect thereto.
 Unencumbered Liquid Assets
  (a)
    
    Cash or cash equivalents held in the United States;(b)
    
    United States Treasury or governmental agency obligations which constitute full faith and
credit of the United States of America;(c)
    
    Commercial paper rated P-1 or A1 by Moodys or S&P, respectively;(d)
    
    Medium- and long-term securities rated investment grade by one of the rating agencies described
in (c) above;(e)
    
    Eligible Stocks;(f)
    
    Mutual funds quoted in The Wall Street journal which invest
primarily in the assets described in (a)-(e) above.
   Profitability
 Out of Debt Period
 Bank as Principal Depository
 Other Debts
 (a)
    
    Acquiring goods, supplies, or merchandise on normal trade credit.(b)
    
    Endorsing negotiable instruments received in the usual course of business.(c)
    
    Obtaining surety bonds in the usual course of business.(d)
    
    Liabilities, lines of credit and leases in existence on the date of this Agreement
disclosed in writing to the Bank.(e)
    
    Additional debts and capital lease obligations for business purposes which do not
exceed a total principal amount
 Ref #: 1000225232 :  RESOURCES CONNECTION INC.
    
    -8-Standard Loan Agreement
    
    
    
    Revised 2/2005




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of Five Million and 00/100 Dollars ($5,000,000.00) outstanding at any one time.
 Other Liens
 (a)
    
    Liens and security interests in favor of the Bank.(b)
    
    Liens for taxes not yet due.(c)
    
    Liens outstanding on the date of this Agreement disclosed in writing to the Bank.(d)
    
    Additional purchase money security interests in assets acquired after the date of this
Agreement, if the total principal amount of debts secured by such liens does not exceed Five
Million and 00/100 Dollars ($5,000,000.00) at any one time.
 Maintenance of Assets
 (a)
    
    Not to sell, assign, lease, transfer or otherwise dispose of any part of any Borrowers
business or any Borrowers assets except (i) in the ordinary course of business, or (ii) to a
wholly-owned, direct or indirect subsidiary of Borrowers.(b)
    
    Not to sell, assign, lease, transfer or otherwise dispose of any assets for less than
fair market value, or enter into any agreement to do so.(c)
    
    Not to enter into any sale and leaseback agreement covering any of its fixed assets.(d)
    
    To maintain and preserve all rights, privileges, and franchises the Borrowers now have.(e)
    
    To make any repairs, renewals, or replacements to keep the Borrowers properties in good
working condition.
 Loans
 (a)
    
    Existing extensions of credit disclosed to the Bank in
writing.(b)
    
    Extensions of credit to the Borrowers current subsidiaries.(c)
    
    Extensions of credit in the nature of accounts receivable or notes receivable arising from the
sale or lease of goods or services in the ordinary course of business to non-affiliated entities.(d)
    
    Extensions of credit that do not exceed an aggregate amount of One Million and 00/100 Dollars
($1,000,000.00) outstanding at any one time.
 Change of Management
 Change of Ownership
  Additional Negative Covenants
 (a)
    
    Engage in any business activities substantially different from each Borrowers present
business.
 Ref #: 1000225232 :  RESOURCES CONNECTION INC.
    
    -9-Standard Loan Agreement
    
    
    
    Revised 2/2005




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(b)
    
    Acquire or purchase a business or its assets for a consideration, including assumption of
direct or contingent debt, in excess of Forty Two Million and 00/100 Dollars ($42,000,000.00) in
the aggregate. Before making such acquisition, the Borrower must obtain the prior, effective
written consent or approval of the board of directors or equivalent governing body of the business
being acquired.
 Notices to Bank
 (a)
    
    Any lawsuit over One Million and 00/100 Dollars ($1,000,000.00) against any Borrower or any
Obligor.(b)
    
    Any substantial dispute between any governmental authority and any Borrower or any Obligor.(c)
    
    Any event of default under this Agreement, or any event which, with notice or lapse of time or
both, would constitute an event of default.(d)
    
    Any material adverse change in any Borrowers Obligors business condition (financial or
otherwise), operations, properties or prospects, or ability to repay the credit.(e)
    
    Any change in any Borrowers or any Obligors name, legal structure, principal residence (for
an individual), state of registration (for a registered entity), place of business, or chief
executive office if such Borrower or any Obligor has more than one place of business.(f)
    
    Any actual contingent liabilities of any Borrower or any Obligor, and any such contingent
liabilities which are reasonably foreseeable, where such liabilities are in excess of Five Million
and 00/100 Dollars ($5,000,000.00) in the aggregate.
  Insurance
 (a)
    
    General Business Insurance. To maintain insurance as is usual for the business it is in.
 Compliance with Laws
 ERISA Plans
 Books and Records
 Audits
 Cooperation
 Material Subsidiaries
 Ref
#: 1000225232 :  RESOURCES CONNECTION INC. 
Standard Loan Agreement
    
    -10-
    
    Revised 2/2005




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Other Subsidiaries
   Failure to Pay
 Other Bank Agreements
 Cross-default
 False Information
 Bankruptcy
 Receivers
 Lien Priority
 Ref
#: 1000225232 :  RESOURCES CONNECTION INC. 
Standard Loan Agreement
    
    -11-
    
    Revised 2/2005




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Judgments
 Material Adverse Change
 Government Action
 Default under Related Documents
 ERISA Plans
 (a)
    
    A reportable event shall occur under Section 4043(c) of ERISA with respect to a Plan.(b)
    
    Any Plan termination (or commencement of proceedings to terminate a Plan) or the full or
partial withdrawal from a Plan by any Borrower or any ERISA Affiliate.
 Other Breach Under Agreement
  GAAP
 Governing Law
 Successors and Assigns
 Dispute Resolution Provision
 (a)
    
    This Dispute Resolution Provision concerns the resolution of any controversies or claims
between the parties, whether arising in contract, tort or by statute, including but not limited to
controversies or claims that arise out of or relate to: (i) this agreement (including any renewals,
extensions or modifications); or (ii) any document related to this agreement (collectively a
Claim). For the purposes of this Dispute Resolution Provision only, the term parties shall
include any parent corporation, subsidiary or affiliate of the Bank involved in the servicing,
management or administration of any obligation described or evidenced by this agreement.(b)
    
    At the request of any party to this agreement, any Claim shall be resolved by binding
arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the Act). The
Act will apply even though this agreement provides that it is governed by the law of a specified
state.
 Ref
#: 1000225232 :  RESOURCES CONNECTION INC. 
Standard Loan Agreement
    
    -12-
    
    Revised 2/2005




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(c)
    
    Arbitration proceedings will be determined in accordance with the Act, the then-current
rules and procedures for the arbitration of financial services disputes of the American Arbitration
Association or any successor thereof (AAA), and the terms of this Dispute Resolution Provision.
In the event of any inconsistency, the terms of this Dispute Resolution Provision shall control.
If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any
provision of this arbitration clause, the Bank may designate another arbitration organization with
similar procedures to serve as the provider of arbitration.(d)
    
    The arbitration shall be administered by AAA and conducted, unless otherwise required by law,
in any U.S. state where real or tangible personal property collateral for this credit is located or
if there is no such collateral, in the state specified in the governing law section of this
agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five
Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three
arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for
arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s)
shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s),
upon a showing of good cause, may extend the commencement of the hearing for up to an additional
sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the
award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and
have judgment entered and enforced.(e)
    
    The arbitrator(s) will give effect to statutes of limitation in determining any Claim and may
dismiss the arbitration on the basis that the Claim is barred. For purposes of the application of
any statutes of limitation, the service on AAA under applicable AAA rules of a notice of Claim is
the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or
whether a Claim is arbitrable shall be determined by the arbitrator(s), except as set forth at
subparagraph (j) of this Dispute Resolution Provision. The arbitrator(s) shall have the power to
award legal fees pursuant to the terms of this agreement.(f)
    
    The procedure described above will not apply if the Claim, at the time of the proposed
submission to arbitration, arises from or relates to an obligation to the Bank secured by real
property. In this case, all of the parties to this agreement must consent to submission of the
Claim to arbitration.(g)
    
    To the extent any Claims are not arbitrated, to the extent permitted by law the Claims shall be
resolved in court by a judge without a jury, except any Claims which are brought in California
state court shall be determined by judicial reference as described below.(h)
    
    Any Claim which is not arbitrated and which is brought in California state court will be
resolved by a general reference to a referee (or a panel of referees) as provided in California
Code of Civil Procedure Section 638. The referee (or presiding referee of the panel) shall be a
retired Judge or Justice. The referee (or panel of referees) shall be selected by mutual written
agreement of the parties. If the parties do not agree, the referee shall be selected by the
Presiding Judge of the Court (or his or her representative) as provided in California Code of Civil
Procedure Section 638 and the following related sections. The referee shall determine all issues
in accordance with existing California law and the California rules of evidence and civil
procedure. The referee shall be empowered to enter equitable as well as legal relief, provide all
temporary or provisional remedies, enter equitable orders that will be binding on the parties and
rule on any motion which would be authorized in a trial, including without limitation motions for
summary judgment or summary adjudication. The award that results from the decision of the
referee(s) will be entered as a judgment in the court that appointed the referee, in accordance
with the provisions of California Code of Civil Procedure Sections 644(a) and 645. The parties
reserve the right to seek appellate review of any judgment or order, including but not limited to,
orders pertaining to class certification, to the same extent permitted in a court of law.(i)
    
    This Dispute Resolution Provision does not limit the right of any party to: (i) exercise
self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial
foreclosure against any real or personal property collateral; (iii) exercise any judicial or power
of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited
to, injunctive relief, writ of possession or appointment of a receiver, or additional or
supplementary remedies. The filing of a court action is not intended to constitute a waiver of the
right of any party, including the suing party, thereafter to require submittal of the Claim to
arbitration or judicial reference.(j)
    
    Any arbitration, judicial reference or trial by a judge of any Claim will take place on an
individual basis without resort to any form of class or representative action (the Class Action
Waiver). Regardless of anything else in this Dispute Resolution Provision, the validity and
effect of the Class Action Waiver may be determined only by a court or referee and not by an
arbitrator. The parties to this Agreement acknowledge that the Class Action Waiver
 Ref
#: 1000225232 :  RESOURCES CONNECTION INC. 
Standard Loan Agreement
    
    -13-
    
    Revised 2/2005




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is material and essential to the arbitration of any disputes between the parties and
is nonseverable from the agreement to arbitrate Claims. If the Class Action Waiver is
limited, voided or found unenforceable, then the parties agreement to arbitrate shall be
null and void with respect to such proceeding, subject to the right to appeal the limitation
or invalidation of the Class Action Waiver. The Parties acknowledge and agree that under no
circumstances will a class action be arbitrated.(k)
    
    By agreeing to binding arbitration or judicial reference, the parties irrevocably and
voluntarily waive any right they may have to a trial by jury as permitted by law in respect of any
Claim. Furthermore, without intending in any way to limit this Dispute Resolution Provision, to
the extent any Claim is not arbitrated or submitted to judicial reference, the parties irrevocably
and voluntarily waive any right they may have to a trial by jury to the extent permitted by law in
respect of such Claim. This waiver of jury trial shall remain in effect even if the Class Action
Waiver is limited, voided or found unenforceable. WHETHER THE CLAIM IS DECIDED BY ARBITRATION, BY
JUDICIAL REFERENCE, OR BY TRIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND THAT THE EFFECT
OF THIS AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL BY JURY TO THE EXTENT
PERMITTED BY LAW.
 Severability; Waivers
 Attorneys Fees
 Joint and Several Liability
 (a)
    
    Each Borrower agrees that it is jointly and severally liable to the Bank for the payment of
all obligations arising under this Agreement, and that such liability is independent of the
obligations of the other Borrower(s). Each obligation, promise, covenant, representation and
warranty in this Agreement shall be deemed to have been made by, and be binding upon, each
Borrower, unless this Agreement expressly provides otherwise. The Bank may bring an action against
any Borrower, whether an action is brought against the other Borrower(s).(b)
    
    Each Borrower agrees that any release which may be given by the Bank to the other Borrower(s)
or any guarantor will not release such Borrower from its obligations under this Agreement.(c)
    
    Each Borrower waives any right to assert against the Bank any defense, setoff, counterclaim, or
claims which such Borrower may have against the other Borrower(s) or any other party liable to the
Bank for the obligations of the Borrowers under this Agreement.(d)
    
    Each Borrower waives any defense by reason of any other Borrowers or any other persons
defense, disability, or release from liability. The Bank can exercise its rights against each
Borrower even if any other Borrower or any other person no longer is liable because of a statute of
limitations or for other reasons.(e)
    
    Each Borrower agrees that it is solely responsible for keeping itself informed as to the
financial condition of the other Borrower(s) and of all circumstances which bear upon the risk of
nonpayment. Each Borrower waives any right it may have to require the Bank to disclose to such
Borrower any information which the Bank may now or hereafter acquire concerning the financial
condition of the other Borrower(s).(f)
    
    Each Borrower waives all rights to notices of default or nonperformance by any other Borrower
under this Agreement. Each Borrower further waives all rights to notices of the existence or the
creation of new indebtedness by any other Borrower and all rights to any other notices to any party
liable on any of the credit extended under this Agreement.
 Ref
#: 1000225232 :  RESOURCES CONNECTION INC. 
Standard Loan Agreement
    
    -14-
    
    Revised 2/2005




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(g)
    
    The Borrowers represent and warrant to the Bank that each will derive benefit, directly
and indirectly, from the collective administration and availability of credit under this Agreement.
The Borrowers agree that the Bank will not be required to inquire as to the disposition by any
Borrower of funds disbursed in accordance with the terms of this Agreement.(h)
    
    Until all obligations of the Borrowers to the Bank under this Agreement have been paid in full
and any commitments of the Bank or facilities provided by the Bank under this Agreement have been
terminated, each Borrower (i) waives any right of subrogation, reimbursement, indemnification and
contribution (contractual, statutory or otherwise), including without limitation, any claim or
right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute,
which such Borrower may now or hereafter have against any other Borrower with respect to the
indebtedness incurred under this Agreement; (ii) waives any right to enforce any remedy which the
Bank now has or may hereafter have against any other Borrower, and waives any benefit of, and any
right to participate in, any security now or hereafter held by the Bank.(i)
    
    Each Borrower waives any right to require the Bank to proceed against any other Borrower or any
other person; proceed against or exhaust any security; or pursue any other remedy. Further, each
Borrower consents to the taking of, or failure to take, any action which might in any manner or to
any extent vary the risks of the Borrowers under this Agreement or which, but for this provision,
might operate as a discharge of the Borrowers.
 Set-Off
 (a)
    
    In addition to any rights and remedies of the Bank provided by law, upon the occurrence and
during the continuance of any event of default under this Agreement, the Bank is authorized, at any
time, to set off and apply any and all Deposits of the Borrower or any Obligor held by the Bank
against any and all Obligations owing to the Bank. The set-off may be made irrespective of whether
or not the Bank shall have made demand under this Agreement or any guaranty, and although such
Obligations may be contingent or unmatured or denominated in a currency different from that of the
applicable Deposits.(b)
    
    The set-off may be made without prior notice to the Borrower or any other party, any such
notice being waived by the Borrower (on its own behalf and on behalf of each Obligor) to the
fullest extent permitted by law. The Bank agrees promptly to notify the Borrower after any such
set-off and application; provided, however, that the failure to give such notice shall not affect
the validity of such set-off and application.(c)
    
    For the purposes of this paragraph, Deposits means any deposits (general or special, time or
demand, provisional or final, individual or joint) and any instruments owned by the Borrower or any
Obligor which come into the possession or custody or under the control of the Bank. Obligations
means all obligations, now or hereafter existing, of the Borrower to the Bank under this Agreement
and under any other agreement or instrument executed in connection with this Agreement, and the
obligations to the Bank of any Obligor.
 One Agreement
 (a)
    
    represent the sum of the understandings and agreements between the Bank and the Borrowers
concerning this credit;(b)
    
    replace any prior oral or written agreements between the Bank and the Borrowers concerning this
credit; and(c)
    
    are intended by the Bank and the Borrowers as the final, complete and exclusive statement of
the terms agreed to by them.
  Indemnification
 Ref
#: 1000225232 :  RESOURCES CONNECTION INC. 
Standard Loan Agreement
    
    -15-
    
    Revised 2/2005




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Notices
 Headings
 Counterparts
 Borrower Information; Reporting to Credit Bureaus
 Prior Agreement Superseded
 Ref
#: 1000225232 :  RESOURCES CONNECTION INC. 
Standard Loan Agreement
    
    -16-
    
    Revised 2/2005




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Borrower 1:
    
    Bank:Resources Connection, Inc.
    
    Bank of America, N.A.By:
    
    
    
    
    
    By:Nathan W. Franke, Chief Financial Officer
    
    
    
    
    
    Authorized SignerBorrower 2:Resources Connection LLCBy: Resources Connection, Inc., Sole MemberBy:Nathan W. Franke, Chief Financial OfficerAddress where notices to Borrowers are to be sent:
    
    Address where notices to the Bank are to be sent:17101 Armstrong Ave
    
    Farmington  Attn: Notice DeskIrvine, CA 92614-5730
    
    CT2-515-BB-03US
    
    70 Batterson Park RoadFarmington, CT 06032Telephone: (714) 430-6340
 Federal law requires Bank of America, N.A. (the Bank) to provide the following notice. The
notice is not part of the foregoing agreement or instrument and may not be altered. Please read
the notice carefully.
 (1)
    
    USA PATRIOT ACT NOTICE
  Ref
#: 1000225232 :  RESOURCES CONNECTION INC. 
Standard Loan Agreement
    
    -17-
    
    Revised 2/2005