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                                                                   EXHIBIT 10.45

                    THIRD AMENDED AND RESTATED LOAN AGREEMENT

                                      AMONG

                    TALX CORPORATION, A MISSOURI CORPORATION

                                   AS BORROWER

                        LASALLE BANK NATIONAL ASSOCIATION

                             AS ADMINISTRATIVE AGENT

                                       AND

                   THE FROM TIME TO TIME LENDERS PARTY HERETO

                            DATED AS OF MAY 25, 2006

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                  <C>
1. EFFECTIVE DATE................................................................     1
2. DEFINITIONS AND RULES OF CONSTRUCTION.........................................     1
   2.1. LISTED DEFINITIONS.......................................................     1
   2.2. OTHER DEFINITIONS........................................................     2
   2.3. REFERENCES TO COVERED PERSON.............................................     2
   2.4. REFERENCES TO REQUIRED LENDERS...........................................     2
   2.5. ACCOUNTING TERMS.........................................................     2
   2.6. MEANING OF SATISFACTORY..................................................     2
   2.7. COMPUTATION OF TIME PERIODS..............................................     2
   2.8. GENERAL..................................................................     2
3. LENDERS' COMMITMENTS..........................................................     3
   3.1. REVOLVING LOAN COMMITMENTS...............................................     3
      3.1.1. AGGREGATE AMOUNT....................................................     3
      3.1.2. LIMITATION ON REVOLVING LOAN ADVANCES...............................     4
      3.1.3. REVOLVING NOTES.....................................................     4
   3.2. INTENTIONALLY DELETED....................................................     4
   3.3. LETTER OF CREDIT COMMITMENT..............................................     4
   3.4. INCREASES IN AGGREGATE REVOLVING LOAN COMMITMENT.........................     5
   3.5. SWINGLINE FACILITY.......................................................     8
      3.5.1. SWINGLINE LOANS.....................................................     8
      3.5.2. PRINCIPAL AND INTEREST ON SWINGLINE LOANS...........................     8
      3.5.3 REFUNDING SWINGLINE LOANS............................................     9
   3.6 REDUCTIONS OF AGGREGATE REVOLVING LOAN COMMITMENT.........................    10
4. INTEREST......................................................................    10
   4.1. INTEREST ON DRAWS ON LETTERS OF CREDIT...................................    10
   4.2. INTEREST ON AGGREGATE REVOLVING LOANS....................................    10
   4.3. ADJUSTED BASE RATE.......................................................    10
   4.4. ADJUSTED EURODOLLAR RATE.................................................    10
   4.5. BASE RATE MARGINS AND EURODOLLAR MARGINS.................................    11
   4.6. CONVERSION OF LOANS......................................................    11
   4.7. INTEREST PERIODS FOR EURODOLLAR LOANS....................................    12
   4.8. TIME OF ACCRUAL..........................................................    12
   4.9. COMPUTATION..............................................................    12
   4.10. RATE AFTER MATURITY.....................................................    12
5. FEES..........................................................................    12
   5.2. REVOLVING LOAN UNUSED FEE................................................    12
   5.3. LETTER OF CREDIT FEE.....................................................    13
   5.4. LETTER OF CREDIT FRONTING FEE............................................    13
   5.5. OTHER LETTER OF CREDIT FEES..............................................    13
   5.6. ADMINISTRATIVE AGENT'S FEES..............................................    13
   5.7. CALCULATION OF FEES......................................................    13
6. PAYMENTS......................................................................    13
   6.1. SCHEDULED PAYMENTS ON AGGREGATE REVOLVING LOAN...........................    14
      6.1.1. INTEREST............................................................    14
</TABLE>

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<TABLE>
<S>                                                                                  <C>
      6.1.2. PRINCIPAL...........................................................    14
   6.2. INTENTIONALLY DELETED....................................................    14
   6.3. PREPAYMENTS..............................................................    14
      6.3.1. VOLUNTARY PREPAYMENTS...............................................    14
      6.3.2. MANDATORY PREPAYMENTS WHEN OVER-ADVANCES EXIST......................    14
   6.4. REIMBURSEMENT OBLIGATIONS OF BORROWER....................................    15
   6.5. MANNER OF PAYMENTS AND TIMING OF APPLICATION OF PAYMENTS.................    15
      6.5.1. PAYMENT REQUIREMENT.................................................    15
      6.5.2. APPLICATION OF PAYMENTS AND PROCEEDS................................    15
      6.5.3. INTEREST CALCULATION................................................    15
   6.6. RETURNED INSTRUMENTS.....................................................    16
   6.7. COMPELLED RETURN OF PAYMENTS OR PROCEEDS.................................    16
   6.8. DUE DATES NOT ON BUSINESS DAYS...........................................    16
7. PROCEDURE FOR OBTAINING ADVANCES AND LETTERS OF CREDIT........................    16
   7.2. LOAN ADVANCES............................................................    16
      7.2.1. BORROWER REQUESTS...................................................    16
      7.2.2. ADMINISTRATIVE AGENT'S RIGHT TO MAKE OTHER REVOLVING LOAN ADVANCES..    17
            7.2.2.1. PAYMENT OF LOAN OBLIGATIONS.................................    17
   7.3. LETTERS OF CREDIT........................................................    17
   7.4. FUNDINGS.................................................................    17
      7.4.1. REVOLVING ADVANCES..................................................    17
      7.4.2. DRAWS ON LETTERS OF CREDIT..........................................    17
      7.4.3. ALL FUNDINGS RATABLE................................................    18
   7.5. ADMINISTRATIVE AGENT'S AVAILABILITY ASSUMPTION...........................    18
      7.5.1. ASSUMPTION AS TO LENDERS............................................    18
      7.5.2. ASSUMPTION AS TO BORROWER...........................................    19
   7.6. DISBURSEMENT.............................................................    19
   7.7. RESTRICTIONS ON ADVANCES.................................................    19
   7.8. RESTRICTION ON NUMBER OF EURODOLLAR LOANS................................    19
   7.9. EACH ADVANCE REQUEST AND LETTER OF CREDIT REQUEST A CERTIFICATION........    19
   7.10. REQUIREMENTS FOR EVERY ADVANCE REQUEST..................................    20
   7.11. REQUIREMENTS FOR EVERY LETTER OF CREDIT REQUEST.........................    20
   7.12. EXONERATION OF ADMINISTRATIVE AGENT AND LENDERS.........................    20
8. SECURITY AND GUARANTIES.......................................................    20
10. Conditions of Lending........................................................    21
   10.1. CONDITIONS TO INITIAL ADVANCE...........................................    21
      10.1.1. LISTED DOCUMENTS AND OTHER ITEMS...................................    21
      10.1.2. FINANCIAL CONDITION................................................    21
      10.1.3. NO DEFAULT.........................................................    21
      10.1.5. REPRESENTATIONS AND WARRANTIES.....................................    21
      10.1.6. NO MATERIAL ADVERSE CHANGE.........................................    21
      10.1.7. PENDING MATERIAL PROCEEDINGS.......................................    22
      10.1.8. PAYMENT OF FEES AND EXPENSES.......................................    22
      10.1.11. INSURANCE.........................................................    22
      10.1.12. ENVIRONMENTAL.....................................................    22
</TABLE>

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<TABLE>
<S>                                                                                  <C>
      10.1.13. OTHER ITEMS.......................................................    22
   10.2. CONDITIONS TO SUBSEQUENT ADVANCES.......................................    22
      10.2.1. GENERAL CONDITIONS.................................................    22
      10.2.2. REPRESENTATIONS AND WARRANTIES.....................................    22
      10.2.3. NO DEFAULT.........................................................    22
   10.3. CONDITIONS TO ADVANCES FOR APPROVED ACQUISITIONS........................    22
      10.3.1. APPROVED ACQUISITION DELIVERABLES..................................    23
      10.3.3. ADDITIONAL SUBSIDIARIES............................................    23
      10.3.6. REQUEST TO FUND....................................................    24
11. CONDITIONS TO ISSUANCE OF LETTERS OF CREDIT..................................    24
   11.1. NO PROHIBITIONS.........................................................    24
   11.2. REPRESENTATIONS AND WARRANTIES..........................................    24
   11.3. NO DEFAULT..............................................................    24
   11.4. OTHER CONDITIONS........................................................    24
12. REPRESENTATIONS AND WARRANTIES...............................................    24
   12.1. ORGANIZATION AND EXISTENCE..............................................    25
   12.2. AUTHORIZATION...........................................................    25
   12.3. DUE EXECUTION...........................................................    25
   12.4. ENFORCEABILITY OF OBLIGATIONS...........................................    25
   12.5. BURDENSOME OBLIGATIONS..................................................    25
   12.6. LEGAL RESTRAINTS........................................................    25
   12.7. LABOR CONTRACTS AND DISPUTES............................................    25
   12.8. NO MATERIAL PROCEEDINGS.................................................    26
   12.9. MATERIAL LICENSES.......................................................    26
   12.10. COMPLIANCE WITH MATERIAL LAWS..........................................    26
      12.10.1. GENERAL COMPLIANCE WITH ENVIRONMENTAL LAWS AND EMPLOYMENT LAWS....    26
      12.10.2. PROCEEDINGS.......................................................    26
      12.10.3. INVESTIGATIONS REGARDING HAZARDOUS MATERIALS......................    26
      12.10.4. NOTICES AND REPORTS REGARDING HAZARDOUS MATERIALS.................    26
      12.10.5. ENVIRONMENTAL PROPERTY TRANSFER ACTS..............................    26
   12.12. CONSUMMATION OF THE APPROVED ACQUISITIONS..............................    26
   12.13. PRIOR TRANSACTIONS.....................................................    27
   12.15. SOLVENCY...............................................................    27
   12.16. PROJECTIONS; PRO FORMA BALANCE SHEET...................................    27
   12.17. FINANCIAL STATEMENTS...................................................    27
   12.18. NO CHANGE IN CONDITION.................................................    28
   12.19. INVESTMENTS............................................................    28
   12.20. INDEBTEDNESS...........................................................    28
   12.21. INDIRECT OBLIGATIONS...................................................    28
   12.22. OPERATING LEASES.......................................................    28
   12.23. CAPITAL LEASES.........................................................    28
   12.24. TAX LIABILITIES; GOVERNMENTAL CHARGES..................................    28
   12.25. PENSION BENEFIT PLANS..................................................    28
      12.25.1. PROHIBITED TRANSACTIONS...........................................    28
      12.25.2. CLAIMS............................................................    29
</TABLE>

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<TABLE>
<S>                                                                                  <C>
      12.25.3. REPORTING AND DISCLOSURE REQUIREMENTS.............................    29
      12.25.4. ACCUMULATED FUNDING DEFICIENCY....................................    29
      12.25.5. MULTI-EMPLOYER PLAN...............................................    29
   12.26. WELFARE BENEFIT PLANS..................................................    29
   12.27. RETIREE BENEFITS.......................................................    29
   12.28. DISTRIBUTIONS..........................................................    29
   12.29. REAL PROPERTY..........................................................    29
   12.32. NEGATIVE PLEDGES.......................................................    30
   12.34. S CORPORATION..........................................................    30
   12.35. SUBSIDIARIES AND AFFILIATES............................................    30
   12.37. MARGIN STOCK...........................................................    30
   12.38. SECURITIES MATTERS.....................................................    30
   12.39. INVESTMENT COMPANY ACT, ETC............................................    30
   12.40. NO MATERIAL MISSTATEMENTS OR OMISSIONS.................................    31
   12.41. FILINGS................................................................    31
   12.42. BROKER'S FEES..........................................................    31
   12.43. NO HART-SCOTT RODINO FILING REQUIRED...................................    31
13. MODIFICATION AND SURVIVAL OF REPRESENTATIONS.................................    31
14. AFFIRMATIVE COVENANTS........................................................    32
   14.1. USE OF PROCEEDS.........................................................    32
   14.2. CORPORATE EXISTENCE.....................................................    32
   14.3. MAINTENANCE OF PROPERTY AND LEASES......................................    32
   14.4. INVENTORY...............................................................    32
   14.5. INSURANCE...............................................................    33
   14.6. PAYMENT OF TAXES AND OTHER OBLIGATIONS..................................    33
   14.7. COMPLIANCE WITH LAWS....................................................    33
   14.8. DISCOVERY AND CLEAN-UP OF HAZARDOUS MATERIAL............................    34
      14.8.1. IN GENERAL.........................................................    34
      14.8.2. ASBESTOS CLEAN-UP..................................................    34
   14.9. TERMINATION OF PENSION BENEFIT PLAN.....................................    35
   14.10. NOTICE TO ADMINISTRATIVE AGENT OF MATERIAL EVENTS......................    35
   14.11. BORROWING OFFICER......................................................    36
   14.13. ACCOUNTING SYSTEM......................................................    36
      14.13.1. ACCOUNT RECORDS...................................................    36
      14.13.2. TRACING OF PROCEEDS...............................................    36
   14.14. FINANCIAL STATEMENTS...................................................    37
      14.14.1. ANNUAL FINANCIAL STATEMENTS.......................................    37
      14.14.2. QUARTERLY FINANCIAL STATEMENTS....................................    37
   14.15. OTHER FINANCIAL INFORMATION............................................    38
      14.15.2. STOCKHOLDER REPORTS...............................................    38
      14.15.3. PENSION BENEFIT PLAN REPORTS......................................    38
      14.15.4. TAX RETURNS.......................................................    38
   14.18. ANNUAL PROJECTIONS.....................................................    38
   14.19. OTHER INFORMATION......................................................    38
   14.20. AUDITS BY ADMINISTRATIVE AGENT.........................................    38
   14.23. ACCESS TO OFFICERS AND AUDITORS........................................    39
</TABLE>

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<TABLE>
<S>                                                                                  <C>
   14.24. PROFORMAS FOR PERMITTED ACQUISITIONS...................................    39
   14.26. ACQUISITION DOCUMENTS..................................................    40
   14.27. FURTHER ASSURANCES.....................................................    40
15. NEGATIVE COVENANTS...........................................................    40
   15.1. INVESTMENTS.............................................................    40
   15.2. INDEBTEDNESS............................................................    41
   15.3. PREPAYMENTS.............................................................    42
   15.4. INDIRECT OBLIGATIONS....................................................    42
   15.5. SECURITY INTERESTS......................................................    42
   15.6. NO AMENDMENTS TO ACQUISITION DOCUMENTS..................................    43
   15.7. ACQUISITIONS............................................................    43
   15.9. DISPOSAL OF PROPERTY....................................................    43
   15.10. DISTRIBUTIONS..........................................................    44
   15.11. CHANGE OF CONTROL......................................................    44
   15.12. AMENDMENT TO CHARTER DOCUMENTS.........................................    44
   15.13. CAPITAL STRUCTURE; EQUITY SECURITIES...................................    44
   15.14. CHANGE OF BUSINESS.....................................................    44
   15.15. TRANSACTIONS WITH AFFILIATES...........................................    44
   15.16. CONFLICTING AGREEMENTS.................................................    45
   15.17. SALE AND LEASEBACK TRANSACTIONS........................................    45
   15.18. NEW SUBSIDIARIES.......................................................    45
   15.19. FISCAL YEAR............................................................    45
   15.20. LEASES.................................................................    45
   15.21. TRANSACTIONS HAVING A MATERIAL ADVERSE EFFECT ON COVERED PERSON........    45
16. FINANCIAL COVENANTS..........................................................    46
   16.1. SPECIAL DEFINITIONS.....................................................    46
   16.2 INTENTIONALLY DELETED....................................................    47
   16.3. MINIMUM INTEREST COVERAGE...............................................    47
   16.5. INTENTIONALLY DELETED...................................................    47
17. DEFAULT......................................................................    47
   17.1. EVENTS OF DEFAULT.......................................................    47
      17.1.1. FAILURE TO PAY PRINCIPAL OR INTEREST...............................    47
      17.1.2. FAILURE TO PAY AMOUNTS OWED TO OTHER PERSONS.......................    48
      17.1.3. REPRESENTATIONS OR WARRANTIES......................................    48
      17.1.4. CERTAIN COVENANTS..................................................    48
      17.1.5. OTHER COVENANTS....................................................    48
      17.1.6. ACCELERATION OF OTHER INDEBTEDNESS.................................    48
      17.1.7. DEFAULT UNDER OTHER AGREEMENTS.....................................    48
      17.1.8. BANKRUPTCY; INSOLVENCY; ETC........................................    48
      17.1.9. JUDGMENTS; ATTACHMENT; SETTLEMENT; ETC.............................    49
      17.1.10. PENSION BENEFIT PLAN TERMINATION, ETC.............................    49
      17.1.11. LIQUIDATION OR DISSOLUTION........................................    49
      17.1.12. SEIZURE OF ASSETS.................................................    49
      17.1.14. LOAN DOCUMENTS; SECURITY INTERESTS................................    50
      17.1.16. GUARANTY; GUARANTOR...............................................    50
   17.2. CROSS DEFAULT...........................................................    50
</TABLE>

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<TABLE>
<S>                                                                                  <C>
   17.3. RIGHTS AND REMEDIES.....................................................    50
      17.3.1. TERMINATION OF COMMITMENTS.........................................    50
      17.3.2. ACCELERATION.......................................................    50
      17.3.3. RIGHT OF SETOFF....................................................    50
      17.3.9. JOINT AND SEVERAL..................................................    51
      17.3.10. MISCELLANEOUS.....................................................    51
   17.4. APPLICATION OF FUNDS....................................................    51
18. ADMINISTRATIVE AGENT AND LENDERS.............................................    51
   18.1. APPOINTMENT, POWERS, AND IMMUNITIES.....................................    52
   18.2. RELIANCE BY ADMINISTRATIVE AGENT........................................    52
   18.3. EMPLOYMENT OF AGENTS AND COUNSEL........................................    53
   18.4. DEFAULTS................................................................    53
   18.5. RIGHTS AS LENDER........................................................    53
   18.6. INDEMNIFICATION.........................................................    54
   18.7. NOTIFICATION OF LENDERS.................................................    54
   18.8. NON-RELIANCE ON AGENT AND OTHER LENDERS.................................    54
   18.9. RESIGNATION.............................................................    55
   18.10. COLLECTIONS AND DISTRIBUTIONS TO LENDERS BY ADMINISTRATIVE AGENT.......    55
   18.11. LENDER AS NON-U.S. PARTICIPANT.........................................    55
19. CHANGE IN CIRCUMSTANCES......................................................    56
   19.1. COMPENSATION FOR INCREASED COSTS AND REDUCED RETURNS....................    56
      19.1.1. LAW CHANGES OR TAX IMPOSITIONS.....................................    57
      19.1.2. CAPITAL ADEQUACY...................................................    57
      19.1.3. NOTICE TO BORROWER.................................................    58
   19.2. MARKET FAILURE..........................................................    58
   19.3. ILLEGALITY..............................................................    58
   19.4. COMPENSATION............................................................    59
   19.5. TREATMENT OF AFFECTED LOANS.............................................    59
   19.6. TAXES...................................................................    60
      19.6.1. GROSS-UP...........................................................    60
      19.6.2. LENDERS' UNDERTAKINGS..............................................    61
      19.6.3. SURVIVAL OF BORROWER'S OBLIGATIONS.................................    62
   19.7. USURY...................................................................    62
20. GENERAL......................................................................    62
   20.1. LENDERS' RIGHT TO CURE..................................................    62
   20.2. RIGHTS NOT EXCLUSIVE....................................................    62
   20.3. SURVIVAL OF AGREEMENTS..................................................    62
   20.4. ASSIGNMENTS.............................................................    62
      20.4.1. PERMITTED ASSIGNMENTS..............................................    62
      20.4.2. CONSEQUENCES AND EFFECT OF ASSIGNMENTS.............................    63
      20.4.3. AGREEMENTS UPON ASSIGNMENT.........................................    64
      20.4.4. REGISTER...........................................................    64
      20.4.5. NOTICE TO BORROWER OF ASSIGNMENT...................................    64
      20.4.6. ASSIGNMENT TO FEDERAL RESERVE BANK.................................    65
   20.5. SALE OF PARTICIPATIONS..................................................    65
   20.6. INTENTIONALLY DELETED...................................................    65
</TABLE>

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<TABLE>
<S>                                                                                  <C>
   20.7. INFORMATION.............................................................    65
   20.8. PAYMENT OF EXPENSES.....................................................    66
   20.9. GENERAL INDEMNITY.......................................................    66
   20.10. LETTERS OF CREDIT......................................................    67
   20.11. CHANGES IN ACCOUNTING PRINCIPLES.......................................    67
   20.12. LOAN RECORDS...........................................................    68
   20.13. OTHER GUARANTIES.......................................................    68
   20.14. LOAN OBLIGATIONS PAYABLE IN DOLLARS....................................    68
21. Miscellaneous................................................................    69
   21.1. NOTICES.................................................................    69
   21.2. AMENDMENTS AND MODIFICATIONS; WAIVERS AND CONSENTS......................    69
   21.3. RIGHTS CUMULATIVE.......................................................    70
   21.4. SUCCESSORS AND ASSIGNS..................................................    70
   21.5. SEVERABILITY............................................................    70
   21.6. COUNTERPARTS............................................................    70
   21.7. GOVERNING LAW; NO THIRD PARTY RIGHTS....................................    70
   21.8. COUNTERPART FACSIMILE EXECUTION.........................................    70
   21.9. EFFECT OF MERGER OF BANK................................................    71
   21.10. NEGOTIATED TRANSACTION.................................................    71
   21.11. CHOICE OF FORUM........................................................    71
   21.12. SERVICE OF PROCESS.....................................................    72
   21.13. WAIVER OF JURY TRIAL...................................................    72
   21.14. INCORPORATION BY REFERENCE.............................................    72
   21.15. PATRIOT ACT NOTIFICATION...............................................    72
   21.17. STATUTORY NOTICE - ORAL COMMITMENTS....................................    73
</TABLE>

                                      vii
<PAGE>

                    THIRD AMENDED AND RESTATED LOAN AGREEMENT

      In consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, TALX Corporation, a
Missouri corporation (Borrower), and LaSalle Bank National Association
(LaSalle), as Administrative Agent, LaSalle and the other lenders listed on
Exhibit 3 to this Third Amended and Restated Loan Agreement (Agreement), as
Lenders, agree as follows:

      The Borrower, LaSalle and Southwest Bank of St. Louis entered into that
certain Loan Agreement dated March 27, 2002, as amended by that certain First
Amendment to Loan Agreement dated July 29, 2002 among Borrower, LaSalle and
Southwest Bank of St. Louis, as further amended by that certain Second Amendment
to Loan Agreement dated January 27, 2003 among Borrower, LaSalle and Southwest
Bank of St. Louis, as further amended by that certain Third Amendment to Loan
Agreement dated June 30, 2003 among Borrower, LaSalle and Southwest Bank of St.
Louis (as so amended, the Original Loan Agreement), as amended and restated by
that certain Amended and Restated Loan Agreement dated March 31, 2004, as
amended by that certain First Amendment to Amended and Restated Loan Agreement
dated September 9, 2004, as further amended by that certain Second Amendment to
Amended and Restated Loan Agreement dated September 30, 2004 (as so amended, the
First Amended and Restated Loan Agreement), as amended and restated by that
certain Second Amended and Restated Loan Agreement dated April 14, 2005, as
amended by that certain First Amendment to Second Amended and Restated Loan
Agreement dated November 1, 2005, as further amended by that certain Second
Amendment to Second Amended and Restated Loan Agreement dated April 6, 2006 (as
so amended, the Second Amended and Restated Loan Agreement).

      In connection with the issuance by the Borrower of Parity Debt, the
Administrative Agent and the Lenders will release their Security Interests
securing the Loan Obligations and in connection therewith, the parties hereto
desire to amend and restate the Second Amended and Restated Loan Agreement for
the sake of clarity and convenience. This Agreement amends and restates, and the
parties hereto hereby expressly agree that it does not constitute an
extinguishment of the Loan Obligations pursuant to the Second Amended and
Restated Loan Agreement. This Agreement and each Loan Document executed in
connection herewith, evidences a refinancing of the Loan Obligations under the
Second Amended and Restated Loan Agreement. All such Loan Obligations are
amended and restated by this Agreement and shall constitute Loan Obligations
hereunder. From and after the Execution Date (defined below), all references
made to the Original Loan Agreement, the First Amended and Restated Loan
Agreement or the Second Amended and Restated Loan Agreement in any Loan Document
or in any other instrument or document shall, without more, be deemed to refer
to this Agreement and the Loan Documents executed in connection herewith.

1. EXECUTION DATE. This Agreement is executed as of May 25, 2006.

2. DEFINITIONS AND RULES OF CONSTRUCTION.

      2.1. LISTED DEFINITIONS. Capitalized words defined in the Glossary
      attached hereto as Exhibit 2.1 shall have such defined meanings wherever
      used in this Agreement and the other Loan Documents. The inclusion of a
      defined term in the Glossary that is not used

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<PAGE>

      elsewhere in this Agreement or in the other Loan Documents shall not
      affect the interpretation or construction of this Agreement or the other
      Loan Documents.

      2.2. OTHER DEFINITIONS. If a capitalized word in this Agreement is not
      defined in the Glossary, it shall have such meaning as defined elsewhere
      herein, or if not defined elsewhere herein, the meaning defined in the
      UCC. Terms are italicized in this Agreement where they are defined.

      2.3. REFERENCES TO COVERED PERSON. The words Covered Person, a Covered
      Person, any Covered Person, each Covered Person and every Covered Person
      refer to Borrower and each of its now existing or later acquired, created
      or organized Subsidiaries separately. The words Covered Persons refers to
      Borrower and its now existing or later acquired, created or organized
      Subsidiaries collectively.

      2.4. REFERENCES TO REQUIRED LENDERS. The words Required Lenders means a
      minimum of three (3) Lenders whose shares of Lenders' Exposure at the
      relevant time aggregate at least fifty-one percent (51%).

      2.5. ACCOUNTING TERMS. Unless the context otherwise requires, accounting
      terms herein that are not defined herein shall be determined under GAAP.
      All financial measurements contemplated hereunder respecting Borrower
      shall be made and calculated for Borrower and all of its now existing or
      later acquired, created or organized Subsidiaries, if any, on a
      consolidated and consolidating basis in accordance with GAAP unless
      expressly provided otherwise herein.

      2.6. MEANING OF SATISFACTORY. Whenever herein a document or matter is
      required to be satisfactory to Administrative Agent or satisfactory to
      Lenders or satisfactory to Required Lenders, unless expressly stated
      otherwise such document must be satisfactory to Administrative Agent,
      Lenders or Required Lenders (as applicable) in both form and substance,
      and unless expressly stated otherwise Administrative Agent, Lenders or
      Required Lenders (as applicable) shall have the commercially reasonable
      discretion to determine whether the document or matter is satisfactory.

      2.7. COMPUTATION OF TIME PERIODS. In computing or defining periods of time
      from a specified date to a later specified date, and in computing the
      accrual of interest or fees, the word from shall mean from and including
      and the words to and until shall each mean to but excluding. Periods of
      days referred to in this Agreement shall be counted in calendar days
      unless Business Days are expressly prescribed, and references in this
      Agreement to months and years are to calendar months and calendar years
      unless otherwise specified.

      2.8. GENERAL. Unless the context of this Agreement clearly requires
      otherwise: (i) references to the plural include the singular and vice
      versa; (ii) references to any Person include such Person's successors and
      assigns, but, only if such successors and assigns are permitted by this
      Agreement; (iii) references to one gender include all genders; (iv)
      including is not limiting; (v) "or" has the inclusive meaning represented
      by the phrase "and/or"; (vi) the words "hereof," "herein," "hereby,"
      "hereunder" and similar terms in

                                       2
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      this Agreement refer to this Agreement as a whole, including its Exhibits,
      and not to any particular provision of this Agreement; (vii) the word
      "Section" or "section" and "Page" or "page" refer to a section or page,
      respectively, of this Agreement, and the word "Exhibit" refers to an
      Exhibit to this Agreement unless it expressly refers to something else;
      (viii) reference to any agreement, document, or instrument (including this
      Agreement and any other Loan Document or other agreement, document or
      instrument defined herein), means such agreement, document, or instrument
      as amended, modified, restated or replaced and in effect from time to time
      in accordance with the terms thereof and, if applicable, the terms hereof,
      and includes all attachments, exhibits and schedules thereto and documents
      incorporated therein, if any; and (ix) general and specific references to
      any Law means such Law as amended, modified, codified or reenacted, in
      whole or in part, and in effect from time to time. Section captions and
      the Table of Contents are for convenience only and shall not affect the
      interpretation or construction of this Agreement or the other Loan
      Documents.

      2.9. RELEASE OF SECURITY INTERESTS. Effective as of the Effective Date,
      the Administrative Agent and each Lender hereby release any and all
      Security Interests securing the Loan Obligations which release includes,
      without limitation, (i) any Security Interests evidenced by UCC financing
      statements and intellectual property security recordations in the United
      States Patent and Trademark Office or the United States Copyright Office,
      and (ii) any Security Interests with respect to the capital stock or
      equity interests of any Subsidiary of the Borrower. Further, effective as
      of the Effective Date (i) the Security Agreements and the Pledge
      Agreements are hereby terminated, (ii) the Administrative Agent shall
      promptly file termination statements of UCC financing statements and
      releases of intellectual property security recordations in the United
      States Patent and Trademark Office and the United States Copyright Office,
      in each case, filed by the Administrative Agent in respect of the Security
      Agreements or the Pledge Agreements, (iii) the Administrative Agent
      agrees, upon the reasonable request of the Borrower, that the
      Administrative Agent will execute and deliver such additional
      terminations, releases and satisfactions of its Security Interests in any
      assets of the Borrower or its Subsidiaries as are necessary to evidence
      the foregoing release, and (iv) the Administrative Agent shall promptly
      release to the Borrower any stock certificates delivered in the possession
      of the Administrative Agent pertaining to the capital stock of the
      Borrower's Subsidiaries.

3. LENDERS' COMMITMENTS. Subject to the terms and conditions hereof, and in
reliance upon the Representations and Warranties, Lenders make the following
commitments to Borrower:

      3.1. REVOLVING LOAN COMMITMENTS.

            3.1.1. AGGREGATE AMOUNT. Subject to the limitations in Section 3.1.2
            and elsewhere herein, each Lender commits to make available to
            Borrower, from the Effective Date to the Revolving Loan Maturity
            Date, such Lender's Pro-Rata Share of an Aggregate Revolving Loan
            Commitment of $150,000,000.00, by funding such Lender's Pro-Rata
            Share of Revolving Loan Advances made from time to time by
            Administrative Agent as provided herein. The Revolving Loan

                                       3
<PAGE>

            Commitment of each Lender on the Effective Date is listed on Exhibit
            3 hereto. The Aggregate Revolving Loan Commitment may be increased
            or decreased as provided in this Agreement. Subject to the
            limitations in Section 3.1.2 and elsewhere herein, payments and
            prepayments that are applied to reduce the Aggregate Revolving Loan
            may be re-borrowed through Revolving Loan Advances.

            3.1.2. LIMITATION ON REVOLVING LOAN ADVANCES. No Revolving Loan
            Advance will be made which would result in the sum of the Aggregate
            Revolving Loan, Swingline Loan Exposure, and the Letter of Credit
            Exposure on any Advance Date (except to the extent that a Revolving
            Loan Advance will be used immediately to reimburse Letter of Credit
            Issuer for unreimbursed draws on a Letter of Credit) exceeding the
            Aggregate Revolving Loan Commitment, and no Revolving Loan Advance
            will be made on or after the Revolving Loan Maturity Date. Lenders
            may, however, in their absolute discretion make such Revolving Loan
            Advances, but shall not be deemed by doing so to have increased the
            Maximum Available Amount and shall not be obligated to make any such
            Revolving Loan Advances thereafter. At any time that there is an
            Existing Default, the Aggregate Revolving Loan Commitment may be
            canceled as provided in Section 17.3. The Maximum Available Amount
            on any date shall be a Dollar amount equal to the Aggregate
            Revolving Loan Commitment, minus (a) the amount outstanding under
            the Aggregate Revolving Loan on such date, (b) the Letter of Credit
            Exposure on such date (except to the extent that a Revolving Loan
            Advance will be used immediately to reimburse Letter of Credit
            Issuer for unreimbursed draws on a Letter of Credit), and (c) the
            Swingline Loan Exposure.

            3.1.3. REVOLVING NOTES. The obligation of Borrower to repay each
            Lender's Revolving Loan shall be evidenced by a promissory note
            payable to the order of such Lender in a maximum principal amount
            equal to the amount of its Revolving Loan Commitment and otherwise
            in form and substance satisfactory to Lenders.

      3.2. INTENTIONALLY DELETED.

      3.3. LETTER OF CREDIT COMMITMENT. Letter of Credit Issuer commits to issue
      standby letters of credit and commercial (documentary) letters of credit
      for the account of Borrower from time to time from the Effective Date to
      the Revolving Loan Maturity Date, but only in connection with transactions
      satisfactory to Letter of Credit Issuer and only if the Letter of Credit
      Exposure will not as a result of such issuance exceed the lesser of (i)
      $1,000,000.00 and (ii) the Maximum Available Amount. The expiration date
      of any Letter of Credit will be a Business Day that is not later than the
      date which is twenty-five Business Days prior to the Revolving Loan
      Maturity Date. Immediately upon the issuance by Letter of Credit Issuer of
      a Letter of Credit in accordance with the terms and conditions of this
      Agreement, Letter of Credit Issuer shall be deemed to have sold and
      transferred to each other Lender, and such other Lender shall be deemed to
      have purchased and received from Letter of Credit Issuer, a pro-rata
      undivided interest and participation in such Letter of Credit, the
      reimbursement obligation of Borrower with respect thereto, and any
      guaranty thereof or collateral therefor. Such other Lender's pro-

                                       4
<PAGE>

      rata undivided interest shall be the same as its Pro-Rata Share of the
      Aggregate Revolving Loan Commitment.

      3.4. INCREASES IN AGGREGATE REVOLVING LOAN COMMITMENT.

            3.4.1. REQUEST FOR INCREASE. At any time prior to April 6, 2008, the
            Borrower may request that the Aggregate Revolving Loan Commitment be
            increased without the prior written consent of all of the Lenders;
            provided that, (a) the Aggregate Revolving Loan Commitment shall at
            no time exceed $200,000,000; (b) the Borrower is not permitted to
            make any such request during the six month period following any
            reduction in the Aggregate Revolving Loan Commitment under this
            Agreement; (c) the Borrower is not permitted to make any such
            request more frequently than once in any 6-month period; and (d)
            each such request must be in a minimum amount of $10,000,000 and
            increments of $5,000,000 in excess thereof. Such request shall be
            made in a written notice given by the Borrower to the Administrative
            Agent and the Lenders not less than twenty (20) Business Days prior
            to the proposed effective date of such increase, which notice (a
            "Commitment Increase Notice") must specify the amount of the
            proposed increase in the Aggregate Revolving Loan Commitment and the
            proposed effective date of such increase.

            Any increase in the Aggregate Revolving Loan Commitment under this
            Agreement is subject to the following conditions precedent: (A)
            Borrower must have executed promissory notes in favor of each Lender
            and any Proposed New Lender in the amount of each Lender's Pro-Rata
            Share of the Aggregate Revolving Loan Commitment, as increased under
            this Section; (B) the Borrower must have obtained the consent
            thereto of each Guarantor and its reaffirmation of the Loan
            Document(s) executed by it, which consent and reaffirmation must be
            in writing and in form and substance reasonably satisfactory to the
            Administrative Agent, (C) as of the date of the Commitment Increase
            Notice and as of the proposed effective date of the increase in the
            Aggregate Revolving Loan Commitment under this Agreement, no event
            shall have occurred and then be continuing which constitutes a
            Default, Event of Default, or Existing Default under this Agreement,
            (D) the Borrower, the Administrative Agent and each Proposed New
            Lender or Lender that agreed to provide a "Commitment" in support of
            such increase in the Aggregate Revolving Loan Commitment under this
            Agreement must have executed and delivered a "Commitment and
            Acceptance" substantially in the form of Exhibit 3.4.1 hereto, (E)
            counsel for the Borrower and for the Guarantors must have provided
            to the Administrative Agent supplemental opinions in form and
            substance reasonably satisfactory to the Administrative Agent, and
            (F) the Borrower and the Proposed New Lender must otherwise have
            executed and delivered such other instruments and documents as may
            be required under Section 10.1.1 or that the Administrative Agent
            reasonably requests in connection with such increase. If any fee is
            charged by the Lenders in connection with any such increase, such
            fee shall be in accordance with then prevailing market conditions,
            which market conditions shall have been reasonably documented by the
            Administrative Agent to the Borrower. Upon satisfaction of

                                       5
<PAGE>

            the conditions precedent to any increase in the Aggregate Revolving
            Loan Commitment under this Agreement, the Administrative Agent will
            promptly advise the Borrower and each Lender of the effective date
            of such increase.

            3.4.2. LENDERS' PARTICIPATION IN INCREASE. In the event Borrower
            delivers a Commitment Increase Notice, each of the Lenders will be
            given the opportunity to participate in the requested increase. No
            Lender shall be obligated to increase its Commitment pursuant to a
            Commitment Increase Notice. On or prior to the date that is fifteen
            (15) Business Days after receipt of the Commitment Increase Notice,
            each Lender must submit to the Administrative Agent a notice
            indicating the maximum amount by which it is willing to increase its
            Commitment in connection with such Commitment Increase Notice (any
            such notice to the Administrative Agent being herein a "Lender
            Increase Notice"). Any Lender which does not submit a Lender
            Increase Notice to the Administrative Agent prior to the expiration
            of such fifteen (15) Business Day period will be deemed to have
            denied any increase in its Commitment. In the event that the
            increases of Commitments set forth in the Lender Increase Notices
            exceed the amount requested by the Borrower in the Commitment
            Increase Notice, the Administrative Agent has the right, in
            consultation with the Borrower, to allocate the amount of increases
            necessary to meet the Borrower's Commitment Increase Notice.

            3.4.3. PROPOSED NEW LENDER(s) PARTICIPATION IN INCREASE. In the
            event that the Lender Increase Notices are less than the amount
            requested by the Borrower, not later than three (3) Business Days
            prior to the proposed effective date the Borrower may notify the
            Administrative Agent of any financial institution that has agreed to
            become a "Lender" party hereto (a "Proposed New Lender") in
            connection with the Commitment Increase Notice. Any Proposed New
            Lender must be consented to by the Administrative Agent (which
            consent shall not be unreasonably withheld). If the Borrower does
            not arrange for any Proposed New Lender(s) to commit to the
            shortfall from the Lender Increase Notices, then the Borrower will
            be deemed to have reduced the amount of its Commitment Increase
            Notice to the aggregate amount set forth in the Lender Increase
            Notices. Based upon (i) the Lender Increase Notices, (ii) any
            allocations made in connection therewith and (iii) if applicable,
            any notice regarding any Proposed New Lender, the Administrative
            Agent will notify the Borrower and the Lenders on or before the
            Business Day immediately prior to the proposed effective date of the
            amount of each Lender's and each Proposed New Lender's Commitment
            (the "Effective Commitment Amount") and the amount of the Aggregate
            Revolving Loan Commitment under this Agreement which amounts are
            effective on the following Business Day.

            Upon the effective date of any increase in the Aggregate Revolving
            Loan Commitment under this Agreement that is supported by a Proposed
            New Lender, such Proposed New Lender will be a party to this
            Agreement as a Lender, will have the rights and obligations of a
            Lender hereunder, and execute any document evidencing joinder in
            this Agreement as required by Administrative Agent.

                                       6
<PAGE>

            Nothing contained herein constitutes, or otherwise is, a commitment
            on the part of any Lender to increase its Commitment hereunder at
            any time.

            3.4.4. BUYING AND SELLING LENDERS. For purposes of this Section
            3.4.4, (A) the term "Buying Lender(s)" means (i) each Lender the
            Effective Commitment Amount of which is greater than its Commitment
            prior to the effective date of any increase in the Aggregate
            Revolving Loan Commitment under this Agreement, and (ii) each
            Proposed New Lender that is allocated an Effective Commitment Amount
            in connection with any Commitment Increase Notice, and (B) the term
            "Selling Lender(s)" shall mean each Lender whose Commitment under
            this Agreement is not being increased from that in effect prior to
            such increase in the Aggregate Revolving Loan Commitment under this
            Agreement. Effective on the effective date of any increase in the
            Aggregate Revolving Loan Commitment under this Agreement pursuant to
            Sections 3.4.1, 3.4.2 and 3.4.3 above, each Selling Lender hereby
            sells, grants, assigns and conveys to each Buying Lender, without
            recourse, warranty, or representation of any kind, except as
            specifically provided herein, an undivided percentage in such
            Selling Lender's right, title and interest in and to its outstanding
            Revolving Loans in the respective dollar amounts and percentages
            necessary so that, from and after such sale, each Selling Lender's
            outstanding Revolving Loans shall equal such Selling Lender's
            Pro-Rata Share (calculated based upon the Effective Commitment
            Amounts) of the outstanding Revolving Loans under this Agreement.
            Effective on the effective date of the increase in the Aggregate
            Revolving Loan Commitment under this Agreement pursuant to Sections
            3.4.1, 3.4.2, and 3.4.3 above, each Buying Lender hereby purchases
            and accepts such grant, assignment and conveyance from the Selling
            Lenders. Each Buying Lender hereby agrees that its respective
            purchase price for the portion of the outstanding Revolving Loans
            purchased hereby shall equal the respective dollar amount necessary
            so that, from and after such payments, each Buying Lender's
            outstanding Revolving Loans shall equal such Buying Lender's
            Pro-Rata Share (calculated based upon the Effective Commitment
            Amounts) of the outstanding Revolving Loans under this Agreement.
            Such amount shall be payable on the effective date of the increase
            in the Aggregate Revolving Loan Commitment under this Agreement by
            wire transfer of immediately available funds to the Administrative
            Agent. The Administrative Agent, in turn, shall wire transfer any
            such funds received to the Selling Lenders, in same day funds, for
            the sole account of the Selling Lenders. Each Selling Lender hereby
            represents and warrants to each Buying Lender that such Selling
            Lender owns the Revolving Loans being sold and assigned hereby for
            its own account and has not sold, transferred or encumbered any or
            all of its interest in such Revolving Loans, except for
            participations which will be extinguished upon payment to Selling
            Lender of an amount equal to the portion of the outstanding
            Revolving Loans being sold by such Selling Lender. Each Buying
            Lender hereby acknowledges and agrees that, except for each Selling
            Lender's representations and warranties contained in the foregoing
            sentence, each such Buying Lender has entered into its Commitment
            and Acceptance with respect to such increase on the basis of its own
            independent investigation and has not relied upon, and will not rely
            upon, any explicit or implicit written or oral representation,
            warranty or other statement of

                                       7
<PAGE>

            the Lenders or the Administrative Agent concerning the
            authorization, execution, legality, validity, effectiveness,
            genuineness, enforceability or sufficiency of this Agreement or the
            other Loan Documents. The Borrower hereby agrees to compensate each
            Selling Lender for all losses, expenses and liabilities incurred by
            each Lender in connection with the sale and assignment of any
            Revolving Loan or Swingline Loan hereunder on the terms and in the
            manner as set forth in Section 19.4.

      3.5. SWINGLINE FACILITY.

            3.5.1. SWINGLINE LOANS. Upon receipt of a Loan Request Certificate
            as provided in Section 7.10, subject to the terms and conditions
            hereof and in reliance on the obligations of the Lenders to the
            Administrative Agent under this Agreement, Administrative Agent may,
            in its sole discretion, advance a swingline (the "Swingline") in the
            form of one or more swingline loans (each a "Swingline Loan") to the
            Borrower from time to time before the Revolving Loan Maturity Date
            on a revolving basis up to $5,000,000 in aggregate principal amount
            from time to time (the "Swingline Facility") only if the Swingline
            Loan Exposure will not as a result of such advance exceed the lesser
            of (i) $5,000,000 or (ii) the Maximum Available Amount. The
            Administrative Agent may make a Swingline Loan even if after making
            a Swingline Loan, the Administrative Agent's Pro-Rata Share of the
            sum of the Aggregate Revolving Loans, the Letter of Credit Exposure,
            and all outstanding Swingline Loans will exceed the Administrative
            Agent's Pro-Rata Share of the Aggregate Revolving Loan Commitment.
            Swingline Loans may be repaid and their principal amount reborrowed
            before the Revolving Loan Maturity Date, subject to the terms and
            conditions hereof. No more than five (5) Swingline Loans may be
            outstanding at any time.

            All Swingline Loans made by Administrative Agent under the Swingline
            Facility shall be evidenced by a Swingline Note of the Borrower (the
            "Swingline Note") payable to the order of Administrative Agent in
            the amount of its Swingline Facility. Without regard to the face
            principal amount of the Swingline Note, the actual principal amount
            at any time outstanding and owing by the Borrower on account thereof
            during the period ending on the Revolving Loan Maturity Date shall
            be the sum of all advances then or theretofore made thereon less all
            principal payments actually received thereon during such period.

            3.5.2. PRINCIPAL AND INTEREST ON SWINGLINE LOANS. Each Swingline
            Loan shall bear interest on the unpaid principal amount thereof from
            the date such Swingline Loan is made until paid in full at the
            Adjusted Base Rate. Borrower shall pay interest on each Swingline
            Loan monthly in arrears beginning on the first day of the first
            calendar month ending after the date Administrative Agent advances
            any Swingline Loan and continuing on the first day of each calendar
            month thereafter and on the Revolving Loan Maturity Date. Borrower
            shall repay the entire amount of any Swingline Loan as then
            outstanding on the earlier of demand therefor or the Revolving Loan
            Maturity Date. Upon the occurrence and during

                                       8
<PAGE>

            the continuance of an Event of Default, Default, or Existing Default
            hereunder all Swingline Loans shall bear interest at the rate
            specified in Section 4.10.

            3.5.3. REFUNDING SWINGLINE LOANS. In its sole and absolute
            discretion, Administrative Agent may at any time, but no less
            frequently than once weekly, on behalf of the Borrower (which hereby
            irrevocably authorizes Administrative Agent to act on its behalf for
            such purpose), request each Lender by means of written or
            telegraphic notices to make a Revolving Loan in an amount
            proportionate to such Lender's Pro-Rata Share of the Aggregate
            Revolving Loan Commitment as applied to the amount of the Swingline
            Loans outstanding on the date such notice is given. Unless any of
            the conditions of this Section 3.5.3 are not fulfilled on such date,
            each Lender shall make the proceeds of its requested Loan available
            to Administrative Agent, in immediately available funds, at the
            principal office of Administrative Agent in Chicago, Illinois,
            before 2:00 p.m. (Local Time) on the Business Day such notice is
            given (provided that such notice is given by 12:00 p.m. Local Time).
            In the event the Administrative Agent does not provide notice to the
            Lenders by 12:00 p.m. Local Time, such notice from the
            Administrative Agent shall be deemed to have been received on the
            following Business Day. The proceeds of such Revolving Loans shall
            be immediately paid to the Administrative Agent and applied to repay
            the outstanding Swingline Loans.

                  3.5.3.1. If, prior to any Lender refunding a Swingline Loan
                  with a Revolving Loan pursuant to Section 3.5.3, one of the
                  events described in Section 17.1.8 has occurred, then, subject
                  to the provisions of Section 3.5.3.2 below, each Lender shall,
                  on the date such Revolving Loan was to have been made for the
                  benefit of the Borrower, purchase from the Administrative
                  Agent an undivided participation interest in the Swingline
                  Loan in an amount equal to its Pro-Rata Share of such
                  Swingline Loan. Upon request, each Lender shall promptly
                  transfer to the Administrative Agent, in immediately available
                  funds, the amount of its participation interest.

                  3.5.3.2. Each Lender's obligation to make Revolving Loans in
                  accordance with Section 3.5.3 and to purchase participation
                  interests in accordance with Section 3.5.3.1 shall be absolute
                  and unconditional and shall not be affected by any
                  circumstance, including (i) any setoff, counterclaim,
                  recoupment, defense or other right that such Lender may have
                  against the Administrative Agent, the Borrower or any other
                  Person for any reason whatsoever; (ii) the occurrence or
                  continuance of any Default or Event of Default; (iii) any
                  inability of the Borrower to satisfy the conditions precedent
                  to borrowing set forth in this Agreement at any time or (iv)
                  any other circumstance, happening or event whatsoever, whether
                  or not similar to any of the foregoing. If and to the extent
                  any Lender shall not have made the amount required pursuant to
                  Sections 3.5.3 or 3.5.3.1, as the case may be, available to
                  the Administrative Agent, as applicable, by 2:00 P.M., Local
                  Time on the Business Day on which such

                                       9
<PAGE>

                  Lender receives notice from the Administrative Agent of such
                  payment or disbursement (it being understood that any such
                  notice received after 12:00 p.m. Local Time, on any Business
                  Day shall be deemed to have been received on the next
                  following Business Day), such Lender agrees to pay interest on
                  such amount to the Administrative Agent for the Administrative
                  Agent's account forthwith on demand, for each day from the
                  date such amount was to have been delivered to the
                  Administrative Agent to the date such amount is paid, at a
                  rate per annum equal to (a) for the first three days after
                  demand, the Federal Funds Rate from time to time in effect and
                  (b) thereafter, the Base Rate from time to time in effect.

      3.6. REDUCTIONS OF AGGREGATE REVOLVING LOAN COMMITMENT. The Borrower shall
      have the right at any time upon five (5) Business Days prior written
      notice to the Administrative Agent and the Lenders to reduce the Aggregate
      Revolving Loan Commitment in a minimum principal amount of $5,000,000.00
      or such greater amount which is an integral multiple of $1,000,000.00;
      provided, however, that the Borrower may not reduce the Aggregate
      Revolving Loan Commitment below the aggregate sum of outstanding Loan
      Obligations.

4. INTEREST.

      4.1. INTEREST ON DRAWS ON LETTERS OF CREDIT. The unreimbursed amount of
      each draw on a Letter of Credit shall bear interest at a rate per annum
      equal to the Adjusted Base Rate applicable to Revolving Loans.

      4.2. INTEREST ON AGGREGATE REVOLVING LOANS. Borrower may, as provided in
      Section 7, designate the whole of an Advance or any part of an Advance to
      be either a Base Rate Advance or a Eurodollar Advance; provided, however,
      during the existence of an Existing Default, Borrower may not designate an
      Advance or part of an Advance as a Eurodollar Advance. Each Base Rate
      Advance when made will become a Base Rate Loan, which shall bear interest
      at the Adjusted Base Rate. Each Eurodollar Advance when made will become a
      Eurodollar Loan, which shall bear interest at the Adjusted Eurodollar
      Rate. Borrower may also, as provided herein, convert some or all of a Base
      Rate Loan into a Eurodollar Loan and some or all of a Eurodollar Loan into
      a Base Rate Loan. For each Eurodollar Loan, Borrower shall select an
      Interest Period as provided in Section 4. A Eurodollar Loan shall bear
      interest at the Adjusted Eurodollar Rate throughout the applicable
      Interest Period designated by Borrower.

      4.3. ADJUSTED BASE RATE. The Adjusted Base Rate for any Base Rate Loan
      which is a Revolving Loan shall be the Base Rate plus the applicable Base
      Rate Margin determined from the table in Section 4.5.

      4.4. ADJUSTED EURODOLLAR RATE. The Adjusted Eurodollar Rate for any
      Eurodollar Loan which is a Revolving Loan shall be the Eurodollar Rate
      plus the applicable Eurodollar Margin determined from the table in Section
      4.5.

                                       10
<PAGE>

      4.5. BASE RATE MARGINS AND EURODOLLAR MARGINS. Commencing on the Execution
      Date, the Margins shall be determined as follows:

<TABLE>
<CAPTION>
If the ratio of Borrower's
   Total Indebtedness to
EBITDA (for the four fiscal
quarter period of Borrower    The Base Rate   The Eurodollar
 most recently ended) is:       Margin is:      Margin is:
---------------------------   -------------   --------------
<S>                           <C>             <C>
 Greater than or equal to         0.00%            1.75%
         2.00 to 1
  Less than 2.00 to 1 and         0.00%            1.50%
 greater than or equal to
         1.50 to 1
  Less than 1.50 to 1 and         0.00%            1.25%
 greater than or equal to
         1.00 to 1
    Less than 1.00 to 1           0.00%            1.00%
</TABLE>

      For purposes of computing the applicable Margins, the ratio of Borrower's
      Total Indebtedness to EBITDA as of the Execution Date is hereby agreed to
      be greater than 2.0 to 1. Thereafter, the applicable Margins shall be
      re-determined by Administrative Agent promptly after each delivery by
      Borrower to Administrative Agent of Borrower's Financial Statements (and
      accompanying Compliance Certificate) as required in Section 14.14.2, and
      will become applicable on the third Business Day following the day when
      Borrower delivers such Financial Statements (and accompanying Compliance
      Certificate) to Administrative Agent.

      4.6. CONVERSION OF LOANS. Borrower may (i) as of any Business Day convert
      some or all of a Base Rate Loan to a Eurodollar Loan, or (ii) at the end
      of any Interest Period of a Eurodollar Loan, continue the Loan as a
      Eurodollar Loan for an additional Interest Period or convert some or all
      of such Eurodollar Loan to a Base Rate Loan; provided however, that if
      there is an Existing Default, Borrower may not convert a Base Rate Loan to
      a Eurodollar Loan or continue a Eurodollar Loan for an additional Interest
      Period. To cause any conversion or continuation, Borrower shall give
      Administrative Agent, prior to 11:00 a.m. Local Time three Business Days
      prior to the date the conversion or continuation is to be effective, a
      written request (which may be mailed, personally delivered or telecopied
      as provided in Section 21.1) (i) specifying whether a conversion or
      continuation is requested, (ii) in the case of a conversion, specifying
      the amount to be converted and whether it is to be a Eurodollar Loan or a
      Base Rate Loan upon the conversion, and (iii) in the case of any
      conversion to or continuation of a Eurodollar Loan, specifying the
      Interest Period therefor. If such notice is not given prior to 11:00 a.m.
      Local Time on the third Business Day preceding the last day of the
      Interest Period of a Eurodollar Loan, then Borrower shall be deemed to
      have timely given a notice to Administrative Agent requesting to convert
      all of such Eurodollar Loan to a Base Rate Loan. In the case of a
      Eurodollar Loan, any conversion or continuation shall become effective
      only on the day following the last day of the current Interest Period.

                                       11
<PAGE>

      4.7. INTEREST PERIODS FOR EURODOLLAR LOANS. For each Eurodollar Loan
      Borrower shall select an Interest Period that is either one month, two
      months, three months or six months; provided that:

            4.7.1. every such Interest Period for a Eurodollar Advance shall
            commence on the date of the Advance or on the date of the conversion
            or continuation of any Loan as a Eurodollar Loan;

            4.7.2. if any Interest Period would otherwise expire on a day of a
            calendar month which is not a Business Day, then such Interest
            Period shall expire on the next succeeding Business Day in that
            calendar month; provided, however, that if the next succeeding
            Business Day would be in the following calendar month, it shall
            expire on the first preceding Business Day;

            4.7.3. any Interest Period that begins on the last Business Day of a
            calendar month (or on a day for which there is no numerically
            corresponding day in the calendar month at the end of such Interest
            Period) shall end on the last Business Day of the calendar month at
            the end of such Interest Period; and

            4.7.4. no Interest Period for a Eurodollar Loan that is part of the
            Aggregate Revolving Loan shall extend beyond the Revolving Loan
            Maturity Date.

      4.8. TIME OF ACCRUAL. Interest shall accrue on all principal amounts
      outstanding from the date when first outstanding to the date when no
      longer outstanding. Amounts shall be deemed outstanding until payments are
      applied thereto as provided herein.

      4.9. COMPUTATION. Interest shall be computed for the actual days elapsed
      over a year deemed to consist of 360 days. Interest rates that are based
      on the Base Rate shall change simultaneously with any change in the Base
      Rate and shall be effective for the entire day on which such change
      becomes effective. The Base Rate will be determined by Administrative
      Agent on the Execution Date and on each Business Day thereafter when the
      Base Rate changes.

      4.10. RATE AFTER MATURITY. Borrower shall pay interest on the Aggregate
      Revolving Loans and any Obligations with respect to Letters of Credit
      after their Maturity, and, at the option of Administrative Agent, on the
      Aggregate Revolving Loans and on the other Loan Obligations after the
      occurrence of an Event of Default, at a rate per annum of two percent
      (2.0%) plus the interest rate otherwise applicable thereto.

5. FEES.

      5.1. INTENTIONALLY DELETED.

      5.2. REVOLVING LOAN UNUSED FEE. Borrower shall pay to Administrative Agent
      for the account of Lenders a non-refundable, recurring Revolving Loan
      Unused Fee calculated by applying the daily equivalent of an annual Unused
      Fee Rate (computed for the actual number of days over a year deemed to
      consist of 360 days) to the Unused Revolving Loan Commitment on each day
      during the period from the Execution Date to

                                       12
<PAGE>

      the Revolving Loan Maturity Date. The Unused Revolving Loan Commitment on
      any day shall be the difference between (i) the amount of the Aggregate
      Revolving Loan Commitment and (ii) the sum of (a) the Aggregate Revolving
      Loan, (b) the aggregate undrawn amount of outstanding Letters of Credit,
      and (c) the total of all amounts drawn on outstanding Letters of Credit
      but not reimbursed to Letter of Credit Issuer by Borrower as of the close
      of business on such day. The Revolving Loan Unused Fee shall be payable
      quarterly in arrears commencing on the last day of the first calendar
      quarter ending after the Execution Date and continuing on the last day of
      each calendar quarter thereafter and on the Revolving Loan Maturity Date.
      The annual Unused Fee Rate shall be 0.250%. The Administrative Agent shall
      distribute the Revolving Loan Unused Fee to each Lender in accordance with
      each Lender's Pro-Rata Share.

      5.3. LETTER OF CREDIT FEE. Borrower shall pay to Administrative Agent for
      the account of Letter of Credit Issuer and each other Lender with a
      Revolving Loan Commitment, a non-refundable recurring Letter of Credit Fee
      for each Letter of Credit issued by Letter of Credit Issuer. The Letter of
      Credit Fee for any Letter of Credit shall be an amount equal to the
      aggregate undrawn amount of such Letter of Credit multiplied by the
      Eurodollar Margin in effect on the date such Letter of Credit is issued.
      The Letter of Credit Fee for each Letter of Credit shall be payable in
      advance upon its issuance and quarterly thereafter on the last Business
      Day of each calendar quarter thereafter while such Letter of Credit is
      outstanding.

      5.4. LETTER OF CREDIT FRONTING FEE. Borrower shall pay to Letter of Credit
      Issuer a non-refundable, one-time Fronting Fee equal to 0.125% of the face
      amount of each Letter of Credit issued by Letter of Credit Issuer. The
      Fronting Fee due for any Letter of Credit shall be payable in advance on
      the issuance date of such Letter of Credit.

      5.5. OTHER LETTER OF CREDIT FEES. Borrower shall pay to Letter of Credit
      Issuer such Letter of Credit Issuer's other customary fees for issuance,
      amendment, or renewal of a Letter of Credit and, as Letter of Credit
      Issuer and Borrower may agree with respect to each Letter of Credit, for
      each negotiation of a draft drawn under such Letter of Credit.

      5.6. ADMINISTRATIVE AGENT'S FEES. Borrower shall pay to Administrative
      Agent, and solely for the account of Administrative Agent, an annual
      non-refundable Agency Fee in the amount as set forth in the Agency Fee
      Letter together with any other fee payable solely for the account of
      Administrative Agent as set forth therein. The annual Agency Fee payment
      shall be paid to Administrative Agent on each anniversary date of the
      Execution Date.

      5.7. CALCULATION OF FEES. All of the foregoing fees and all other fees
      payable to Administrative Agent or any Lender that are based on an annual
      percentage shall be calculated on the basis of a year deemed to consist of
      360 days and for the actual number of days elapsed.

                                       13
<PAGE>

6. PAYMENTS.

      6.1. SCHEDULED PAYMENTS ON AGGREGATE REVOLVING LOAN.

            6.1.1. INTEREST. Borrower shall pay interest accrued on each Base
            Rate Loan included in the Aggregate Revolving Loan monthly in
            arrears beginning on the first day of the first calendar month
            ending after the Execution Date and continuing on the first day of
            each calendar month thereafter, and on the Revolving Loan Maturity
            Date. Borrower shall pay interest accrued on each Eurodollar Loan
            included in the Aggregate Revolving Loan at the end of its Interest
            Period, and in addition, for each such Eurodollar Loan with an
            Interest Period longer than three months, Borrower shall pay
            interest accrued thereon on each day that would have been the end of
            an Interest Period with respect to such Eurodollar Loan had
            successive Interest Periods of three months' duration been
            applicable to such Eurodollar Loan. Borrower shall pay interest
            accrued on each Revolving Loan after the Revolving Loan Maturity
            Date on demand.

            6.1.2. PRINCIPAL. Borrower shall repay the entire amount of the
            Aggregate Revolving Loan as then outstanding on the Revolving Loan
            Maturity Date.

      6.2. INTENTIONALLY DELETED.

      6.3. PREPAYMENTS.

            6.3.1. VOLUNTARY PREPAYMENTS. Subject to the limitations in the
            following sentences, Borrower may wholly prepay any Base Rate Loan
            or Eurodollar Loan that is included in the Aggregate Revolving Loan,
            at any time and may make a partial prepayment thereon from time to
            time, without payment of a premium. Notwithstanding the foregoing,
            no partial or entire prepayment may be made hereunder unless (i)
            Borrower gives Administrative Agent written notice (which may be
            mailed, personally delivered or telecopied as provided in Section
            21.1) or telephonic notice (promptly confirmed in writing in the
            manner provided in Section 21.1) of Borrower's intention to make
            such prepayment at least one Business Day prior to tendering such
            prepayment, (ii) the total amount of such prepayment is a whole
            multiple of $1,000.00 (iii) Borrower pays any accrued interest on
            the amount prepaid at the time of such prepayment and (iv) Borrower
            pays any amount that is due under Section 19.4 as a consequence of
            the prepayment. Voluntary prepayments described in this Section
            6.3.1, unless otherwise expressly stated in writing by Borrower to
            Administrative Agent prior to the making of such prepayment, shall
            be deemed made on the Base Rate Loans included in the Aggregate
            Revolving Loan until they are reduced to zero, and then to the
            Eurodollar Loans included in the Aggregate Revolving Loan (and all
            compensation due pursuant to Section 19.4 in connection therewith)
            until they are reduced to zero, and will be applied by Lenders to
            reduce the Revolving Loans in accordance with their respective
            Pro-Rata Shares of the Aggregate Revolving Loan Commitment.

            6.3.2. MANDATORY PREPAYMENTS WHEN OVER-ADVANCES EXIST. If at any
            time the sum of the Aggregate Revolving Loan, the Swingline Loan
            Exposure and the

                                       14
<PAGE>

            Letter of Credit Exposure exceeds the Aggregate Revolving Loan
            Commitment, whether as a result of optional Revolving Loan Advances
            by Lenders as contemplated by Section 3.1.2 or otherwise, Borrower
            shall on demand make a payment in the amount of the excess to
            Administrative Agent for the account of Lenders on the Aggregate
            Revolving Loan. Each such prepayment will be applied by
            Administrative Agent and Lenders first to reduce the Base Rate Loans
            that are included in the Aggregate Revolving Loan (and consequently
            a ratable portion of each Lender's Revolving Loan) until they are
            reduced to zero and then to reduce the Eurodollar Loans that are
            included in the Aggregate Revolving Loan (and consequently a ratable
            portion of each Lender's Revolving Loan). In the case of such a
            prepayment, Borrower will pay any accrued interest on the amount
            prepaid at the time of such prepayment, and Borrower will pay any
            amount that is due under Section 19.4 as a consequence of the
            prepayment.

      6.4. REIMBURSEMENT OBLIGATIONS OF BORROWER. Borrower hereby
      unconditionally agrees to immediately pay to Letter of Credit Issuer on
      demand at the Letter of Credit Issuer's Applicable Lending Office all
      amounts required to pay all drafts drawn under Letters of Credit issued
      for the account of Borrower and all reasonable expenses incurred by Letter
      of Credit Issuer in connection with such Letters of Credit and in any
      event and without demand to remit to Letter of Credit Issuer (which may be
      through obtaining Revolving Advances if permitted under Section 3.1.2)
      sufficient funds to pay all debts and liabilities arising under any Letter
      of Credit issued for the account of Borrower.

      6.5. MANNER OF PAYMENTS AND TIMING OF APPLICATION OF PAYMENTS.

            6.5.1. PAYMENT REQUIREMENT. Unless expressly provided to the
            contrary elsewhere herein, Borrower shall make each payment on the
            Loan Obligations to Administrative Agent for the account of Lenders
            as required under the Loan Documents at the Applicable Lending
            Office of the Administrative Agent on the date when due, without
            deduction, setoff or counterclaim. All such payments will be
            distributed by Administrative Agent to Lenders as provided in
            Section 18.10 for application to the Loan Obligations as provided
            herein.

            6.5.2. APPLICATION OF PAYMENTS AND PROCEEDS. All payments received
            by Administrative Agent in immediately available funds at or before
            3:00 p.m. (Local Time) on a Business Day will be distributed by
            Administrative Agent to Lenders as provided in Section 18.10 on the
            same Business Day. Such payments received on a day that is not a
            Business Day or after 3:00 p.m. (Local Time) on a Business Day will
            be distributed by Administrative Agent to Lenders as provided in
            Section 18.10 on the next Business Day. The amount so distributed to
            a Lender will be applied by such Lender to the relevant Loan
            Obligation on the Business Day when received.

            6.5.3. INTEREST CALCULATION. Section 6.5.2 notwithstanding, for
            purposes of interest calculation only, (i) a payment by check,
            draft, cash, by wire transfer, or other instrument received at or
            before 3:00 p.m. (Local Time) on a Business Day shall be deemed to
            have been applied to the relevant Loan Obligation on the

                                       15
<PAGE>

            Business Day when it is received, (ii) a payment by check, draft,
            cash, by wire transfer, or other instrument received on a day that
            is not a Business Day or after 3:00 p.m. on a Business Day shall be
            deemed to have been applied to the relevant Loan Obligation on the
            next Business Day.

      6.6. RETURNED INSTRUMENTS. If a payment is made by check, draft or other
      instrument and the check, draft or other instrument is returned unpaid,
      any application of the payment to the Loan Obligations will be reversed
      and will be treated as never having been made.

      6.7. COMPELLED RETURN OF PAYMENTS. If Administrative Agent or any Lender
      is for any reason compelled to surrender any payment because such payment
      is for any reason invalidated, declared fraudulent, set aside, or
      determined to be void or voidable as a preference, an impermissible
      setoff, or a diversion of trust funds, then this Agreement and the Loan
      Obligations to which such payment was applied or intended to be applied
      shall be revived as if such application was never made; and Borrower shall
      be liable to pay to Administrative Agent or such Lender, and shall
      indemnify Administrative Agent or such Lender for and hold Administrative
      Agent or such Lender harmless from any loss with respect to, the amount of
      such payment surrendered. This Section shall be effective notwithstanding
      any contrary action that Administrative Agent or such Lender may take in
      reliance upon its receipt of any such payment. Any such contrary action so
      taken by Administrative Agent or such Lender shall be without prejudice to
      Administrative Agent's or such Lender's rights under this Agreement and
      shall be deemed to have been conditioned upon the application of such
      payment having become final and indefeasible. The provisions of this
      Section shall survive termination of the Commitments, the expiration of
      the Letters of Credit and the indefeasible full payment and satisfaction
      of all of the Loan Obligations.

      6.8. DUE DATES NOT ON BUSINESS DAYS. If any payment required hereunder
      becomes due on a date that is not a Business Day, then such due date shall
      be deemed automatically extended to the next Business Day, and, in the
      case of principal, additional interest shall accrue and be payable for the
      period of any such extension.

7. PROCEDURE FOR OBTAINING ADVANCES AND LETTERS OF CREDIT.

      7.1. INTENTIONALLY DELETED.

      7.2. LOAN ADVANCES.

            7.2.1. BORROWER REQUESTS. From and after the Execution Date,
            Borrower may request Revolving Loan Advances from time to time, but
            not more often than once each Business Day, by submitting a request
            therefor to Administrative Agent as provided in Section 7.10.
            Administrative Agent may treat every request for an Advance as a
            request for a Base Rate Advance if Borrower does not specify that
            such Advance is to be a Eurodollar Advance in Borrower's request for
            an Advance. Every request for an Advance shall be irrevocable. A
            request for an Advance received by Administrative Agent on a day
            that is not a Business Day or

                                       16
<PAGE>

            that is received by Administrative Agent after 12:00 noon (Local
            Time) on a Business Day shall be treated as having been received by
            Administrative Agent prior 12:00 noon (Local Time) on the next
            Business Day.

            7.2.2. ADMINISTRATIVE AGENT'S RIGHT TO MAKE REVOLVING LOAN ADVANCES
            TO PAY LOAN OBLIGATIONS. If Borrower has failed to timely pay any of
            the Loan Obligations, Administrative Agent shall have the right to
            make Revolving Loan Advances at any time and from time to time to
            cause timely payment of any of the Loan Obligations. Administrative
            Agent may select the Advance Date for any such Revolving Loan
            Advance, but such Advance Date may only be a Business Day.
            Administrative Agent will give notice to Borrower after any such
            Revolving Loan Advance is made. Any such Revolving Loan Advance will
            be a Base Rate Advance.

      7.3. LETTERS OF CREDIT. Borrower may request the issuance of a Letter of
      Credit by submitting an issuance request to Letter of Credit Issuer
      pursuant to the Letter of Credit Agreement required under Section 11 no
      less than five Business Days prior to the requested issue date for such
      Letter of Credit.

      7.4. FUNDINGS.

            7.4.1. REVOLVING ADVANCES. Not later than 1:00 p.m. (Local Time) on
            each Advance Date for an Advance, Administrative Agent shall
            promptly notify each Lender of the amount of the Advance to be made
            on that Advance Date. Each Lender shall make immediately available
            to Administrative Agent by 3:00 p.m. (Local Time) on the Advance
            Date funds consisting solely of Dollars in the amount of its
            Pro-Rata Share of such Advance, in accordance with such remittance
            instructions as may be given by Administrative Agent to Lenders from
            time to time.

            7.4.2. DRAWS ON LETTERS OF CREDIT. In the event that a draw is made
            on a Letter of Credit and Borrower does not reimburse the amount of
            such draw in full to Letter of Credit Issuer immediately on demand,
            Letter of Credit Issuer shall promptly notify Administrative Agent
            of such failure. Upon Administrative Agent's receipt of such notice
            from Letter of Credit Issuer, Administrative Agent may notify each
            Lender thereof and shall have the right to cause a Revolving Loan
            Advance to be made, regardless whether such Revolving Loan Advance
            would exceed the Maximum Available Amount, by notifying each Lender
            of the draw, the amount of the Revolving Loan Advance required to
            fund reimbursement of such draw, and the amount of such Lender's
            ratable share of such Revolving Loan Advance. The Advance Date and
            time for such Revolving Loan Advance shall not be later than 1:00
            p.m. (Local Time) on the first Business Day following Administrative
            Agent's delivery of such notice to Lenders. By no later than such
            Advance Date and time, each Lender shall make immediately available
            to Administrative Agent funds consisting solely of Dollars in the
            amount of its Pro-Rata Share of such Revolving Loan Advance, rounded
            to the nearest penny, in accordance with such remittance
            instructions as may be given by Administrative

                                       17
<PAGE>

            Agent to each Lender from time to time. Each Revolving Loan Advance
            made by Administrative Agent pursuant to this Section 7.4.2 shall be
            deemed to be a Base Rate Advance.

            7.4.3. ALL FUNDINGS RATABLE. All fundings of Advances shall be made
            by Lenders as provided herein in accordance with their Pro-Rata
            Shares of the Aggregate Revolving Loan Commitment. Except as
            otherwise expressly provided herein, a Lender shall not be obligated
            to fund Revolving Loan Advances that would result in the sum of (a)
            such Lender's Revolving Loan, plus (b) such Lender's Pro-Rata Share
            of the Letter of Credit Exposure exceeding its Revolving Loan
            Commitment, or make available any more than its Pro-Rata Share of
            any Advance.

      7.5. ADMINISTRATIVE AGENT'S AVAILABILITY ASSUMPTION.

            7.5.1. ASSUMPTION AS TO LENDERS. Unless Administrative Agent has
            been given written notice by a Lender prior to an Advance Date that
            such Lender does not intend to make immediately available to
            Administrative Agent such Lender's Pro-Rata Share of the Advance
            which Administrative Agent will be obligated to make on the Advance
            Date, Administrative Agent may assume that such Lender has made the
            required amount available to Administrative Agent on the Advance
            Date and Administrative Agent may, in reliance upon such assumption,
            make available to Borrower a corresponding amount. If such
            corresponding amount is not in fact made immediately available to
            Administrative Agent by such Lender on the Advance Date,
            Administrative Agent shall be entitled to recover such corresponding
            amount on demand from such Lender. If such Lender does not pay such
            corresponding amount immediately upon Administrative Agent's demand
            therefor, then Administrative Agent shall promptly notify Borrower
            and the other Lenders, and Borrower shall pay such corresponding
            amount to Administrative Agent within two (2) Business Days of the
            date of delivery of such notice by Administrative Agent.
            Administrative Agent shall also be entitled to recover, either from
            such defaulting Lender (a Defaulting Lender) or Borrower, interest
            on such corresponding amount for each day from the date such
            corresponding amount was made available by Administrative Agent to
            Borrower to the date such corresponding amount is recovered by
            Administrative Agent, at a rate per annum equal to (i) if paid by
            such Lender, the cost to Administrative Agent of funding such amount
            at the Federal Funds Rate, or (ii) if paid by Borrower, the
            applicable rate for the Advance in question determined from the
            request therefor. Each Lender shall be obligated only to fund its
            Pro-Rata Share of an Advance subject to the terms and conditions
            hereof, regardless of the failure of another Lender to fund its
            Pro-Rata Share thereof. In addition, the failure of any Lender to
            pay its Pro-Rata Share of any such Advance shall cause such Lender
            to be a Defaulting Lender and such Defaulting Lender shall, until
            such amount is paid to Administrative Agent (with interest at the
            Federal Funds Rate), (a) permit Administrative Agent the
            unconditional and irrevocable right of setoff against any amounts
            (including, without limitation, payments of principal, interest, and
            fees, as well as indemnity payments) received by Administrative
            Agent hereunder for

                                       18
<PAGE>

            the benefit of any such Defaulting Lender, and (b) if such failure
            to pay shall continue for a period of two Business Days, result in
            any such Defaulting Lender forfeiting any right to vote on any
            matter that the Required Lenders or all Lenders are permitted to
            vote for hereunder (and the calculation of Required Lenders shall
            exclude such Defaulting Lender's interest in the Lenders' Exposure);
            provided, however, once such a failure is cured, then such Lender
            shall, subsequent thereto, have all rights hereunder; provided,
            further, however, if any Lender shall fail to make such a payment
            within the two Business Day period specified in clause (b) above
            (other than by reason of events beyond the reasonable control of
            such Lender) two or more times during the term hereof, such Lender
            shall permanently forfeit its right to vote hereunder (and the
            calculation of Required Lenders shall exclude such Defaulting
            Lender's interest in the Lenders' Exposure).

            7.5.2. ASSUMPTION AS TO BORROWER. Unless Administrative Agent has
            been given written notice by Borrower prior to the date any payment
            to be made by it is due, that it does not intend to remit such
            payment, Administrative Agent may assume that the Borrower has
            timely remitted such payment and Administrative Agent may, in
            reliance upon such assumption, make available a corresponding amount
            or pro-rata portion thereof to the Persons entitled thereto. If such
            payment was not in fact remitted to the Administrative Agent in
            immediately available funds, then, each Lender shall immediately on
            demand repay to Administrative Agent the corresponding amount or
            pro-rata portion thereof made available to such Lender, together
            with interest thereon in respect of each day from the date such
            amount was made available by Administrative Agent to such Lender to
            the date such amount is repaid to Administrative Agent, at the
            Federal Funds Rate.

      7.6. DISBURSEMENT. Provided that all conditions precedent herein to a
      requested Advance have been satisfied, Administrative Agent will make the
      amount of such requested Advance available to Borrower on the applicable
      Advance Date in immediately available funds in Dollars at Administrative
      Agent's Applicable Lending Office.

      7.7. RESTRICTIONS ON ADVANCES. No Advance will be made unless it is a
      whole multiple of $1,000.00 and not less than $100,000.00 in the case of a
      Eurodollar Advance, or a whole multiple of $1,000.00 and not less than
      $50,000.00 in the case of a Base Rate Advance. No more than one Revolving
      Loan Advance will be made on any one day pursuant to a request for a
      Revolving Loan Advance. Advances will only be made for the purposes
      permitted in Section 14.1. No Eurodollar Advance will be made so long as
      there is any Existing Default.

      7.8. RESTRICTION ON NUMBER OF EURODOLLAR LOANS. No more than five (5)
      Eurodollar Loans with different Interest Periods may be outstanding at any
      one time.

      7.9. EACH ADVANCE REQUEST AND LETTER OF CREDIT REQUEST A CERTIFICATION.
      Each submittal of a request for an Advance and each submittal of a request
      for the issuance of a Letter of Credit by a Borrowing Officer shall
      constitute a certification by Borrower that (i) there is no Existing
      Default, (ii) all conditions precedent hereunder to the making of

                                       19
<PAGE>

      the requested Advance or issuance of the requested Letter of Credit have
      been satisfied, and (iii) the Representations and Warranties are then true
      in all material respects, with such exceptions as have been disclosed to
      Lenders in writing by Borrower or a Guarantor from time to time and are
      satisfactory to Lenders, and will be true on the Advance Date or issuance
      date, as applicable, as if then made with such exceptions.

      7.10. REQUIREMENTS FOR EVERY ADVANCE REQUEST. Only a Loan Request
      Certificate (which shall be in writing in the form attached hereto as
      Exhibit 7.10 and mailed, electronically delivered via e-mail, personally
      delivered or telecopied as provided in Section 21.1) from a Borrowing
      Officer to Administrative Agent that specifies the amount of the Advance
      to be made, the Advance Date for the requested Advance, the portion of the
      Advance which is requested to be a Eurodollar Advance and the portion of
      the Advance which is requested to be a Base Rate Advance, and the Interest
      Period to be applicable to the Eurodollar Loan that will result from a
      requested Eurodollar Advance, shall be treated as a request for an
      Advance. No Advance Date for any requested Advance may be other than a
      Business Day. A request for a Eurodollar Advance must be given prior to
      11:00 a.m., Local Time, at least three (3) Business Days prior to the
      Advance Date for such Eurodollar Advance. A request for a Base Rate
      Advance must be given prior to 11:00 a.m., Local Time, on the Advance Date
      for such Base Rate Advance.

      7.11. REQUIREMENTS FOR EVERY LETTER OF CREDIT REQUEST. Only a written
      request (which may be mailed, electronically delivered via e-mail,
      personally delivered or telecopied as provided in Section 21.1) from a
      Borrowing Officer to Administrative Agent or an electronic initiation over
      an online service provided by Letter of Credit Issuer that specifies the
      amount, requested issue date (which shall be a Business Day and in no
      event later than twenty-five days before the Revolving Loan Maturity Date)
      and beneficiary of the requested Letter of Credit and other information
      necessary for its issuance shall be treated as a request for issuance of a
      Letter of Credit. The form of Letter of Credit application submitted by
      Borrower shall be in the form required by the Letter of Credit Agreement.

      7.12. EXONERATION OF ADMINISTRATIVE AGENT AND LENDERS. Neither
      Administrative Agent nor any Lender shall incur any liability to Borrower
      for treating a request that meets the express requirements of Section 7.10
      or Section 7.11 as a request for an Advance or issuance of a Letter of
      Credit, as applicable, if Administrative Agent believes in good faith that
      the Person making the request is a Borrowing Officer or if, in the case of
      a request for a Letter of Credit, it is electronically initiated. Neither
      Administrative Agent nor any Lender shall incur any liability to Borrower
      for failing to treat any such request as a request for an Advance or
      issuance of a Letter of Credit, as applicable, if Administrative Agent
      believes in good faith that the Person making the request is not a
      Borrowing Officer.

8. GUARANTIES. Borrower shall on the Execution Date cause to be executed and
delivered to Administrative Agent an unconditional guaranty of the Loan
Obligations to Administrative Agent for the benefit of Lenders by each Covered
Person (other than the Borrower) and every Subsidiary of each Covered Person.
Furthermore, if any Subsidiary of any Covered Person is acquired or organized
after the Execution Date, Borrower shall cause to be executed and

                                       20
<PAGE>

delivered to Administrative Agent by every such later acquired or organized
Subsidiary of any Covered Person (which may only be acquired or organized if
permitted elsewhere in this Agreement) an unconditional guaranty of the Loan
Obligations or, at the option of Administrative Agent in Administrative Agent's
absolute discretion, a joinder agreement in which such Subsidiary becomes a
Borrower under this Agreement and assumes primary, joint and several liability
for the Loan Obligations, each in form satisfactory to Lenders.

9. INTENTIONALLY DELETED.

10. CONDITIONS OF EFFECTIVENESS; LENDING.

      10.1. CONDITIONS TO THE EFFECTIVENESS OF THIS AGREEMENT. This Agreement
      shall not be effective and no Lender will be obligated to fund any Advance
      unless:

            10.1.1. LISTED DOCUMENTS AND OTHER ITEMS. Administrative Agent shall
            have received on or before the Execution Date all of the documents
            and other items listed or described in Exhibit 10.1.1 hereto, with
            each being satisfactory to Lenders and (as applicable) duly executed
            and (also as applicable) sealed, attested, acknowledged, certified,
            or authenticated, or Administrative Agent shall have received an
            agreement from Borrower to deliver any such documents and items
            within a certain number of days post-closing satisfactory to
            Administrative Agent in its sole discretion.

            10.1.2. FINANCIAL CONDITION. Lenders shall have determined to their
            satisfaction that the financial statements of Borrower for the
            fiscal year ended 3/31/05 and the fiscal quarter ended 12/31/05 and
            for the periods ending 3/31/06, 3/31/07, 3/31/08, 3/31/09, and
            3/31/10 as furnished to Administrative Agent, and financial
            statements and other information furnished to Administrative Agent
            by Borrower (i) for the periods ended on or before the Execution
            Date, fairly and accurately reflect the business and financial
            condition of Borrower, its cash flows and the results of its
            operations for such periods, (ii) for the periods that will end
            after the Execution Date, fairly and accurately forecast the
            business and financial condition of Borrower, its cash flows, and
            the results of its operations for such periods, and (iii) with
            respect to Borrower's proforma financial statements for the fiscal
            quarter ended March 31, 2006, the ratio of Total Indebtedness to
            EBITDA as set forth therein does not exceed 2.75 to 1 as of March
            31, 2006 and the minimum trailing twelve month consolidated EBITDA
            as of March 31, 2006 is not less than $60,400,000.00.

            10.1.3. NO DEFAULT. There shall be no Existing Default and no
            Default or Event of Default will occur as a result of such Advance
            being requested or made or the application of the proceeds thereof.

            10.1.4. REPRESENTATIONS AND WARRANTIES. The Representations and
            Warranties shall be true and correct.

            10.1.5. NO MATERIAL ADVERSE CHANGE. Since the date of the Initial
            Financial Statements delivered to Administrative Agent, there shall
            not have been any

                                       21
<PAGE>

            change which has or is reasonably likely to have a Material Adverse
            Effect on any Covered Person.

            10.1.6. PENDING MATERIAL PROCEEDINGS. There shall be no pending
            Material Proceedings other than as disclosed in Section 12.8 of the
            Disclosure Schedule.

            10.1.7. PAYMENT OF FEES AND EXPENSES. Borrower shall have paid and
            reimbursed to Lenders all fees, costs and expenses and the
            attorneys' fees of the Administrative Agent.

            10.1.8. INSURANCE. Administrative Agent shall be satisfied with the
            insurance maintained by Borrower (including the insurance carrier,
            the types of insurance maintained, and the levels of insurance
            maintained).

            10.1.9. ENVIRONMENTAL. Administrative Agent shall be satisfied with
            the results of the environmental due diligence it has conducted, if
            any, with respect to any real property owned and/or leased by
            Borrower, including without limitation the Phase I Environmental
            Reports, if any, ordered by or on behalf of Administrative Agent.

            10.1.10. PRINCIPAL PAYMENT. Administrative Agent shall have received
            a payment from Borrower to be applied in reduction of the Aggregate
            Revolving Loan such that after giving effect to such payment, the
            Aggregate Revolving Loan shall be less than or equal to
            $150,000,000.00.

            10.1.11. OTHER ITEMS. Administrative Agent shall have received such
            other consents, approvals, opinions, certificates, documents or
            information as it reasonably deems necessary.

      10.2. CONDITIONS TO SUBSEQUENT ADVANCES. Lenders will have no obligation
      to fund any Advance after the Execution Date unless:

            10.2.1. GENERAL CONDITIONS. All of the conditions set forth in
            Section 10.1 (except the condition in Section 10.1.4) shall have
            been and shall remain satisfied.

            10.2.2. REPRESENTATIONS AND WARRANTIES. The Representations and
            Warranties are then true, with such exceptions as have been
            disclosed to Lenders in writing by Borrower or any Guarantor from
            time to time and are satisfactory to Lenders, and will be true as of
            the time of such Advance, as if then made with such exceptions.

            10.2.3. NO DEFAULT. There shall be no Existing Default and no
            Default or Event of Default will occur as a result of such Advance
            being requested or made or the application of the proceeds thereof.

      10.3. CONDITIONS TO ADVANCES FOR PERMITTED ACQUISITIONS. Further, prior to
      Lenders funding any Advance relating to a Permitted Acquisition:

                                       22
<PAGE>

            10.3.1. PERMITTED ACQUISITION DELIVERABLES. The Administrative Agent
            shall have received:

                  10.3.1.1. copies, certified as true, complete and correct by
                  the Responsible Officer of the Borrower, of the applicable
                  Acquisition Documents;

                  10.3.1.2. all pro forma financial statements as described in
                  Section 14.20; and

                  10.3.1.3. certified copies of the resolutions, in form and
                  substance satisfactory to Lenders, duly adopted by the board
                  of directors/members of the Borrower or the Subsidiary of
                  Borrower, as applicable, authorizing the execution, delivery,
                  and performance of the applicable Acquisition Documents.

            10.3.2. SATISFACTION OF CONDITIONS TO PERMITTED ACQUISITIONS.
            Administrative Agent shall have received the applicable Acquisition
            Documents, which shall be in form and substance satisfactory to
            Administrative Agent. Administrative Agent shall be satisfied that
            all requirements to close the applicable Permitted Acquisition have
            been completed or waived by the parties to the Acquisition
            Documents, except for the delivery of the purchase price with
            respect to the applicable Permitted Acquisition; and every other
            condition, if any, to the applicable Permitted Acquisition as
            described herein shall be satisfied, or waived by the Administrative
            Agent.

            10.3.3. ADDITIONAL SUBSIDIARIES. In the case a Permitted Acquisition
            is in the form of a purchase of stock or of membership interests of
            any limited liability company or in the case where a Covered Person
            creates a new Subsidiary to effect the purchase of assets, Borrower
            shall have complied with the requirements of Section 8 and delivered
            to the Administrative Agent certified resolutions, good standing
            certificates and other customary documents (including attorney
            opinion letters) as are reasonably requested by Administrative
            Agent.

            10.3.4. AUTHORITY TO CONSUMMATE PERMITTED ACQUISITIONS. The Borrower
            (and any relevant Subsidiary) shall have the full right, power and
            authority to make the applicable Permitted Acquisition and to enter
            into the Acquisition Documents; and the performance or observance by
            the Borrower (or any relevant Subsidiary) of the Acquisition
            Documents shall neither (a) contravene any provision of law or any
            charter or by-law provision or judgment, order or decree applicable
            to or affecting the Borrower or any Subsidiary nor (b) contravene
            any covenant, indenture or agreement of Borrower or any Subsidiary
            which results, or is reasonably likely to result, in a Material
            Adverse Effect on Borrower or any Subsidiary; the Acquisition
            Documents when executed and delivered by the Borrower (and any
            relevant Subsidiary), shall be valid, binding and enforceable,
            except as may be limited by (i) bankruptcy, insolvency,
            reorganization, fraudulent transfer, moratorium or other similar
            laws or judicial decisions for the relief of

                                       23
<PAGE>

            debtors or the limitation of creditors' rights generally; and (ii)
            any equitable principles relating to or limiting the rights of
            creditors generally or any equitable remedy which may be granted to
            cure any defaults.

            10.3.5. REQUEST TO FUND. Borrower shall have executed and delivered
            to the Administrative Agent a Loan Request Certificate in the
            form(s) set forth in Section 7.10 from a Responsible Officer.

11. CONDITIONS TO ISSUANCE OF LETTERS OF CREDIT. Borrower must have executed and
delivered to Letter of Credit Issuer the Letter of Credit Issuer's letter of
credit agreement in form satisfactory to Letter of Credit Issuer (each, a
"Letter of Credit Agreement") under which Borrower evidences its obligation to
reimburse to Letter of Credit Issuer on demand the amount of each draw on such
Letter of Credit as provided in Section 6.4, together with interest from the
date of the draw at the rate provided in Section 4.1 and (without duplication)
all reasonable expenses incurred by Letter of Credit Issuer in connection with
such Letter of Credit. In the event of any inconsistency between the terms of
any Letter of Credit Agreement, any Letter of Credit application and the terms
of this Agreement, the terms of this Agreement shall control. As conditions
precedent to the issuance of any Letter of Credit:

      11.1. NO PROHIBITIONS. No order, judgment or decree of any Governmental
      Authority shall exist which purports by its terms to enjoin or restrain
      Letter of Credit Issuer or any other Lender from issuing such Letter of
      Credit, and no Law or request or directive (whether or not having the
      force of law) from any Governmental Authority with jurisdiction over
      Letter of Credit Issuer or any other Lender shall exist which prohibits,
      or requests that Letter of Credit Issuer or any other Lender refrain from,
      the issuance of letters of credit generally or such Letter of Credit in
      particular, or imposes upon Letter of Credit Issuer or any other Lender
      with respect to such Letter of Credit any restriction or reserve or
      capital requirement (for which Letter of Credit Issuer or any other Lender
      is not otherwise compensable by Borrower hereunder).

      11.2. REPRESENTATIONS AND WARRANTIES. The Representations and Warranties
      are then true, with such exceptions as have been disclosed to Lenders in
      writing by Borrower or such Guarantor from time to time and are
      satisfactory to Lenders, and will be true as of the time of the issuance
      of such Letter of Credit, as if then made with such exceptions.

      11.3. NO DEFAULT. There shall be no Existing Default and no Default or
      Event of Default is reasonably likely to occur as a result of such Letter
      of Credit being issued or a draw thereon being made or paid.

      11.4. OTHER CONDITIONS. All of the conditions set forth in Section 10.1
      (except the condition in Section 10.1.4) shall have been and shall remain
      satisfied.

12. REPRESENTATIONS AND WARRANTIES. Except as otherwise described in the
Disclosure Schedule attached hereto as Exhibit 12, Borrower represents and
warrants to Administrative Agent, Lenders, and Letter of Credit Issuer, on its
behalf and on behalf of each Covered Person, as follows (provided, however, that
to the extent such representations and warranties apply to the

                                       24
<PAGE>

entity and assets acquired pursuant to a Permitted Acquisition, such
representations and warranties shall be to the best of Borrower's knowledge).

      12.1. ORGANIZATION AND EXISTENCE. Each Covered Person is duly organized
      and existing in good standing under the Laws of the state of its
      organization, is duly qualified to do business and is in good standing in
      every state where the nature or extent of its business or properties
      require it to be qualified to do business, except where the failure to so
      qualify is not reasonably likely to have a Material Adverse Effect on any
      Covered Person. Each Covered Person has the power and authority to own its
      properties and carry on its business as now being conducted.

      12.2. AUTHORIZATION. Each Covered Person is duly authorized to execute and
      perform every Loan Document to which such Covered Person is a party, and
      Borrower is duly authorized to borrow hereunder, and this Agreement and
      the other Loan Documents have been duly authorized by all requisite
      corporate, partnership or membership action (in the case of limited
      liability companies) of each Covered Person. No consent, approval or
      authorization of, or declaration or filing with, any Governmental
      Authority, and no consent of any other Person, is required in connection
      with Borrower's execution, delivery or performance of this Agreement and
      the other Loan Documents, except for those already duly obtained.

      12.3. DUE EXECUTION. Every Loan Document to which a Covered Person is a
      party has been executed on behalf of such Covered Person by a Person duly
      authorized to do so.

      12.4. ENFORCEABILITY OF OBLIGATIONS. Each of the Loan Documents to which a
      Covered Person is a party constitutes the legal, valid and binding
      obligation of such Covered Person, enforceable against such Covered Person
      in accordance with its terms, except to the extent that the enforceability
      thereof against such Covered Person may be limited by bankruptcy,
      insolvency, reorganization, moratorium or similar Laws affecting
      creditors' rights generally or by equitable principles of general
      application.

      12.5. BURDENSOME OBLIGATIONS. No Covered Person is a party to or bound by
      any Contract or is subject to any provision in the Charter Documents of
      such Covered Person which would, if performed by such Covered Person,
      result in a Default or Event of Default either immediately or upon the
      elapsing of time.

      12.6. LEGAL RESTRAINTS. The execution and performance of any Loan Document
      by a Covered Person will not violate or constitute a default under (i) the
      Charter Documents of such Covered Person, (ii) any Material Agreement of
      such Covered Person, (iii) any Note Purchase Document, or (iv) any
      Material Law, and will not, except as expressly contemplated or permitted
      in this Agreement, result in any Security Interest being imposed on any of
      such Covered Person's property.

      12.7. LABOR CONTRACTS AND DISPUTES. There is no collective bargaining
      agreement or other labor contract covering employees of a Covered Person.
      No union or other labor organization is seeking to organize, or to be
      recognized as, a collective bargaining unit of employees of a Covered
      Person. There is no pending or, to Borrower's knowledge,

                                       25
<PAGE>

      threatened, strike, work stoppage, material unfair labor practice claim or
      other material labor dispute against or affecting any Covered Person or
      its employees.

      12.8. NO MATERIAL PROCEEDINGS. There are no Material Proceedings pending
      or, to the best knowledge of Borrower, threatened, against any Covered
      Person.

      12.9. MATERIAL LICENSES. All Material Licenses have been obtained or exist
      for each Covered Person.

      12.10. COMPLIANCE WITH MATERIAL LAWS. Each Covered Person is in compliance
      in all material respects with all Material Laws. Without limiting the
      generality of the foregoing:

            12.10.1. GENERAL COMPLIANCE WITH ENVIRONMENTAL LAWS AND EMPLOYMENT
            LAWS. The operations and employee compensation practices of every
            Covered Person comply in all material respects with all applicable
            Environmental Laws and Employment Laws which are Material Laws.

            12.10.2. PROCEEDINGS. None of the operations of any Covered Person
            are the subject of any judicial or administrative complaint, order
            or proceeding alleging the violation of any applicable Environmental
            Laws or Employment Laws which are Material Laws.

            12.10.3. INVESTIGATIONS REGARDING HAZARDOUS MATERIALS. None of the
            operations of any Covered Person are, or in the past six years have
            been, the subject of investigation by any Governmental Authority
            regarding the improper transportation, storage, disposal, generation
            or release into the environment of any Hazardous Material, the
            results of which have or are reasonably likely to have a Material
            Adverse Effect on such Covered Person, or reduce materially the
            value of such Covered Person's Personal Property.

            12.10.4. NOTICES AND REPORTS REGARDING HAZARDOUS MATERIALS. No
            notice or report under any Environmental Law indicating a past or
            present spill or release into the environment of any Hazardous
            Material has been filed within the six years ending on the Execution
            Date, or is required to be filed, by any Covered Person.

            12.10.5. ENVIRONMENTAL PROPERTY TRANSFER ACTS. No Environmental
            Property Transfer Acts are applicable to the transactions
            contemplated by this Agreement or the Acquisition Documents and each
            Covered Person has provided all notices and obtained all necessary
            environmental permit transfers and consents, if any, required in
            order to consummate the transactions contemplated by this Agreement
            or the Acquisition Documents, or to operate such Covered Person's
            business as presently or proposed to be operated.

      12.11. INTENTIONALLY DELETED.

      12.12. CONSUMMATION OF PERMITTED ACQUISITIONS. When applicable, Borrower
      will have delivered to Administrative Agent complete and correct executed
      copies of the

                                       26
<PAGE>

      Acquisition Documents for each Permitted Acquisition. Such Acquisition
      Documents have been duly authorized and executed and are the valid and
      binding obligation of Borrower and, to Borrower's knowledge, the other
      parties thereto and are enforceable in accordance with their terms except
      to the extent that the enforceability thereof against such Covered Person
      may be limited by bankruptcy, insolvency, reorganization, moratorium or
      similar laws affecting creditors' rights generally or by equitable
      principles of general application. All Covered Persons, and to the best of
      Borrower's knowledge, all other parties to such Acquisition Documents,
      have to date performed all obligations, covenants, and conditions required
      of it prior to or as a condition to the consummation of the transactions
      contemplated by such Acquisition Documents to which it is a party other
      than any such obligation, covenant, or condition that has been waived.
      Further, with respect to any Permitted Acquisition, Borrower is not in
      default of any of its obligations under the applicable Acquisition
      Documents for such Permitted Acquisition, and all representations and
      warranties of Borrower in such Acquisition Documents are complete and
      correct in all material respects as of the date the Administrative Agent
      makes any Advance to Borrower for its use in funding the purchase price of
      such Permitted Acquisition as if made on and as of such date. Further, to
      the knowledge of Borrower after due inquiry, all of the representations
      and warranties of the Sellers contained in any Acquisition Documents for
      any Permitted Acquisition or any instrument furnished in connection
      therewith or in reference thereto are true and correct in all material
      respects as of the date the Administrative Agent makes any Advance to
      Borrower for its use in funding the purchase price of such Permitted
      Acquisition as if made on and as of such date.

      12.13. PRIOR TRANSACTIONS. Except as set forth in Section 12.13 of the
      Disclosure Schedule, within the past five (5) years, no Covered Person has
      been a party to any merger or consolidation, or acquired all or
      substantially all of the assets of any Person.

      12.14. INTENTIONALLY DELETED.

      12.15. SOLVENCY. Borrower is Solvent on the Execution Date.

      12.16. PROJECTIONS. The projections of Borrower's financial condition,
      results of operations, and cash flow delivered to the Administrative
      Agent, pursuant to Section 10.1.2 represent Borrower's good faith best
      estimate of Borrower's future financial performance for the periods set
      forth therein. Such projections have been prepared on the basis of the
      assumptions set forth therein, which Borrower believes are fair and
      reasonable in light of current and reasonably foreseeable business
      conditions.

      12.17. FINANCIAL STATEMENTS. The Financial Statements are complete and
      correct in all material respects, have been prepared in accordance with
      GAAP, and reflect in all material respects the financial condition,
      results of operations and cash flows of the Persons covered thereby as of
      the dates and for the periods stated therein, subject in the case of
      interim Financial Statements to the absence of footnotes and normal
      year-end adjustments made in accordance with GAAP.

                                       27
<PAGE>

      12.18. NO CHANGE IN CONDITION. Since the date of the Financial Statements
      delivered to Administrative Agent as required herein, there has been no
      change which has or is reasonably likely to have a Material Adverse Effect
      on any Covered Person.

      12.19. INVESTMENTS. No Covered Person has any Investments in other Persons
      except existing Permitted Investments.

      12.20. INDEBTEDNESS. No Covered Person has any Indebtedness except
      existing Permitted Indebtedness.

      12.21. INDIRECT OBLIGATIONS. No Covered Person has any Indirect
      Obligations except existing Permitted Indirect Obligations.

      12.22. LEASES. As of the Execution Date, all material leases of the
      Covered Persons are valid and subsisting and are in full force and effect
      in all material respects.

      12.23. CAPITAL LEASES. No Covered Person has an interest as a lessee under
      any Capital Leases other than Capital Leases that are Permitted
      Indebtedness.

      12.24. TAX LIABILITIES; GOVERNMENTAL CHARGES. Each Covered Person has
      filed or caused to be filed all tax reports and returns required to be
      filed by it with any Governmental Authority, except where extensions have
      been properly obtained. Each Covered Person has paid or made adequate
      provision for payment of all Taxes of such Covered Person, except Taxes
      which are being diligently contested in good faith by appropriate
      proceedings and as to which such Covered Person has established adequate
      reserves in conformity with GAAP. No Security Interest for any such Taxes
      has been filed and no claims are being asserted with respect to any such
      Taxes which, if adversely determined, has or is reasonably likely to have
      a Material Adverse Effect on such Covered Person. There are no material
      unresolved issues concerning any liability of a Covered Person for any
      Taxes which will have or is reasonably likely to have a Material Adverse
      Effect on such Covered Person.

      12.25. PENSION BENEFIT PLANS. All Pension Benefit Plans maintained by each
      Covered Person or an ERISA Affiliate of such Covered Person that are
      intended to qualify under Section 401 of the Code are duly qualified under
      Section 401 of the Code. All Pension Benefit Plans maintained by each
      Covered Person on an ERISA Affiliate of such Covered Person are in
      compliance with the provisions of ERISA and all other Material Laws.
      Except with respect to events or occurrences which do not have and are not
      reasonably likely to have a Material Adverse Effect on any Covered Person:

            12.25.1. PROHIBITED TRANSACTIONS. None of such Pension Benefit Plans
            has participated in, engaged in or been a party to any non-exempt
            PROHIBITED TRANSACTION as defined in ERISA or the Code, and no
            officer, director or employee of such Covered Person or of an ERISA
            Affiliate of such Covered Person has committed a breach of any of
            the responsibilities or obligations imposed upon fiduciaries by
            Title I of ERISA.

                                       28
<PAGE>

            12.25.2. CLAIMS. There are no claims, pending or threatened,
            involving any such Pension Benefit Plan by a current or former
            employee (or beneficiary thereof) of such Covered Person or ERISA
            Affiliate of such Covered Person, nor is there any reasonable basis
            to anticipate any claims involving any such Pension Benefit Plan
            which would likely be successfully maintained against such Covered
            Person or such ERISA Affiliate.

            12.25.3. REPORTING AND DISCLOSURE REQUIREMENTS. There are no
            violations of any reporting or disclosure requirements with respect
            to any such Pension Benefit Plan and none of such Pension Benefit
            Plans has violated any applicable Law, including ERISA and the Code.

            12.25.4. ACCUMULATED FUNDING DEFICIENCY. No such Pension Benefit
            Plan has (i) incurred an accumulated funding deficiency (within the
            meaning of Section 412(a) of the Code), whether or not waived; (ii)
            been a Pension Benefit Plan with respect to which a Reportable Event
            (to the extent that the reporting of such events to the PBGC within
            thirty days of the occurrence has not been waived) has occurred and
            is continuing; or (iii) been a Pension Benefit Plan with respect to
            which there exist conditions or events which have occurred that
            present a significant risk of termination of such Pension Benefit
            Plan by the PBGC.

            12.25.5. MULTI-EMPLOYER PLAN. All Multi-employer Plans to which any
            Covered Person contributes or is obligated to contribute are listed
            in Section 12.25.5 of the Disclosure Schedule. No Covered Person or
            ERISA Affiliate of such Covered Person has received notice that any
            such Multi-employer Plan is in reorganization or has been terminated
            within the meaning of Title IV of ERISA, and no such Multi-employer
            Plan is reasonably expected to be in reorganization or to be
            terminated within the meaning of Title IV of ERISA.

      12.26. WELFARE BENEFIT PLANS. No Covered Person or ERISA Affiliate of any
      Covered Person maintains a Welfare Benefit Plan that has a liability
      which, if enforced or collected, has or is reasonably likely to have a
      Material Adverse Effect on any Covered Person. Each Covered Person and
      each ERISA Affiliate of any Covered Person has complied in all material
      respects with the applicable requirements of Section 4980B of the Code
      pertaining to continuation coverage as mandated by COBRA.

      12.27. RETIREE BENEFITS. No Covered Person or ERISA Affiliate of such
      Covered Person has an obligation to provide any Person with any medical,
      life insurance, or similar benefit following such Person's retirement or
      termination of employment (or to such Person's beneficiary subsequent to
      such Person's death) other than (i) such benefits provided to Persons at
      such Person's sole expense and (ii) obligations under COBRA.

      12.28. DISTRIBUTIONS. No Distribution other than as allowed in Section
      15.9 has been or shall be declared, paid or made upon or in respect of any
      capital stock of Borrower on and after the Execution Date, except as
      expressly permitted hereby.

      12.29. REAL PROPERTY. No Covered Person owns any real property.

                                       29
<PAGE>

      12.30. STATE OF PERSONAL PROPERTY. Each Covered Person has good and
      marketable or merchantable title to all real and personal property
      purported to be owned by it or reflected in the Initial Financial
      Statements, except for personal property sold in the ordinary course of
      business or otherwise in accordance with the terms of Section 15.9 of this
      Agreement after the date of the Initial Financial Statements. There are no
      Security Interests on any of the property purported to be owned by any
      Covered Person, except Permitted Security Interests. Each material
      tangible item of Personal Property purported to be owned by a Covered
      Person is in generally good operating condition and repair and is suitable
      for the use to which it is customarily put by its owner.

      12.31. NEGATIVE PLEDGES. No Covered Person is a party to or bound by any
      material Contract which prohibits the creation or existence of any
      Security Interest upon or assignment or conveyance of any Personal
      Property of such Covered Person, other than the Note Purchase Documents
      and as set forth in Section 12.31 of the Disclosure Schedule. In addition
      to the foregoing and not in limitation thereof, no Covered Person is party
      to or bound by any Contract with the United States or any other
      department, agency, public corporation, or other instrumentality thereof
      which prohibits the creation or existence of any Security Interest upon or
      assignment or conveyance of any Personal Property of such Covered Person
      other than as set forth in Section 12.31 of the Disclosure Schedule.

      12.32. PARITY DEBT UNSECURED. No Covered Person has granted a Security
      Interest in any of the assets of such Covered Person as security for the
      Parity Debt.

      12.33. S CORPORATION. As of the Execution Date and thereafter, there is no
      election in effect under Section 1362(a) of the Code for any Covered
      Person to be treated as an S Corporation as defined in Section 1361 (a) of
      the Code.

      12.34. SUBSIDIARIES AND AFFILIATES. Borrower has no Subsidiaries, except
      for those Subsidiaries listed in Section 12.34 of the Disclosure Schedule.

      12.35. MARGIN STOCK. No Covered Person is engaged or will engage,
      principally or as one of its important activities, in the business of
      extending credit for the purpose of PURCHASING or CARRYING MARGIN STOCK
      (within the meaning of Regulation U). Except for the Repurchases, no part
      of the proceeds of any Advance will be used to purchase or carry any such
      margin stock, or to extend credit to others for the purpose of purchasing
      or carrying any such margin stock. No part of the proceeds of any Advance
      will be used for any purpose which violates, or which would be
      inconsistent with, the provisions of Regulation U. None of the
      transactions contemplated by any of the Acquisition Documents will violate
      Regulations T, U or X of the FRB.

      12.36. SECURITIES MATTERS. No proceeds of any Advance will be used to
      acquire any security in any transaction which is subject to Sections 13
      and 14 of the Securities Exchange Act of 1934.

      12.37. INVESTMENT COMPANY ACT, ETC. No Covered Person is an investment
      company registered or required to be registered under the Investment
      Company Act of 1940, or a

                                       30
<PAGE>

      company CONTROLLED (within the meaning of such Investment Company Act) by
      such an INVESTMENT COMPANY or an AFFILIATED PERSON of, or PROMOTER or
      PRINCIPAL UNDERWRITER for, an INVESTMENT COMPANY, as such terms are
      defined in the Investment Company Act of 1940. No Covered Person is
      subject to regulation under the Public Utility Holding Company Act of
      1935, the Federal Power Act, the Interstate Commerce Act or any other Law
      limiting or regulating its ability to incur Indebtedness for money
      borrowed.

      12.38. NO MATERIAL MISSTATEMENTS OR OMISSIONS. Neither the Loan Documents,
      any of the Financial Statements nor any statement, list, certificate or
      other information furnished or to be furnished by Borrower or any other
      Covered Person to Administrative Agent or Lenders in connection with the
      Loan Documents or any of the transactions contemplated thereby contains
      any untrue statement of a material fact, or omits to state a material fact
      necessary to make the statements therein not materially misleading.
      Borrower has disclosed to Administrative Agent and Lenders everything of
      which Borrower has knowledge regarding the business, operations, property,
      financial condition, or business prospects or itself and every Covered
      Person that has or is reasonably likely to have a Material Adverse Effect
      on any Covered Person.

      12.39. FILINGS. All registration statements, reports, proxy statements and
      other documents, if any, required to be filed by any Covered Person with
      the Securities and Exchange Commission pursuant to the Securities Act of
      1933, and the Securities Exchange Act of 1934, have been filed, and such
      filings are complete and accurate in all material respects and contain no
      untrue statements of material fact or omit to state any material facts
      required to be stated therein or necessary in order to make the statements
      therein not misleading, and all capital stock of any covered Person that
      is issued and outstanding has been sold pursuant to transactions that are
      registered under the Securities Act of 1933 or that are exempt thereunder.

      12.40. BROKER'S FEES. No broker or finder is entitled to compensation for
      services rendered with respect to the transactions contemplated by this
      Agreement or the Acquisition Documents.

      12.41. NO HART-SCOTT RODINO FILING REQUIRED. None of the Covered Persons,
      any Guarantor, or Seller was required to file notification under the
      Hart-Scott Rodino Antitrust Improvement Act of 1976, or to notify or
      obtain the approval of any Governmental Authority in connection with any
      Permitted Acquisition, unless such notification was filed or such approval
      was obtained, as the case may be.

13. MODIFICATION AND SURVIVAL OF REPRESENTATIONS. Borrower may at any time after
the Execution Date, propose to Lenders in writing to modify the representations
and warranties in Section 12, the representations and warranties in any other
Loan Document and any other representation or warranty made in any certificate,
report, opinion or other document delivered by Borrower pursuant to the Loan
Documents. If the proposed modifications are satisfactory to Required Lenders as
evidenced by their written assent thereto, then such representations and
warranties shall be deemed and treated as so modified, but only as of the date
of Borrower's written modification proposal. If such proposed modifications are
not satisfactory to Required

                                       31
<PAGE>

Lenders, then such proposed modifications shall not be deemed or treated as
modifying such representations and warranties. All such representations and
warranties, as made or deemed made as of a particular time, shall survive
execution of each of the Loan Documents and the making of every Advance, and may
be relied upon by Administrative Agent and Lenders as being true and correct in
all material respects as of the date when made or deemed made until all of the
Loan Obligations are fully and indefeasibly paid, no Letters of Credit are
outstanding and the Letter of Credit Exposure is irreversibly zero.

14. AFFIRMATIVE COVENANTS. Borrower covenants and agrees that, while any of the
Commitments remains in effect and until all of the Loan Obligations are fully
and indefeasibly paid, no Letters of Credit are outstanding and the Letter of
Credit Exposure is irreversibly zero, Borrower shall do, or cause to be done,
the following:

      14.1. USE OF PROCEEDS. Subject to the terms and conditions hereof, (i) the
      existing Indebtedness of Borrower under the Second Amended and Restated
      Loan Agreement shall be deemed to be converted to and replaced by the
      proceeds of a Revolving Loan Advance funded under the Aggregate Revolving
      Loan Commitment pursuant to this Agreement, (ii) the proceeds of any
      subsequent Revolving Loan Advance shall be used solely for working
      capital, capital expenditures permitted hereunder, as the source for
      payment of Borrower's reimbursement obligations with respect to Letters of
      Credit, to pay the transaction costs for this Loan Agreement, to finance
      Permitted Acquisitions, and to finance Repurchases but only so long as (a)
      the cumulative aggregate amount of all Revolving Loan Advances utilized to
      effect the Repurchases after the Effective Date are not greater than Five
      Million and No/100 Dollars ($5,000,000.00) in the aggregate; (b) there is
      no Default hereunder at the time of any such Repurchase; and (c) the
      Maximum Available Amount that is available to Borrower under the Aggregate
      Revolving Loan Commitment immediately following any Revolving Loan Advance
      made to finance Repurchases is not less than Five Million and No/100
      Dollars ($5,000,000.00).

      14.2. CORPORATE EXISTENCE. Each Covered Person shall maintain its
      existence in good standing and shall maintain in good standing its right
      to transact business in those states in which it is now or hereafter doing
      business, except where the failure to so qualify will not have and will
      not be reasonably likely to have a Material Adverse Effect on any Covered
      Person. Each Covered Person shall obtain and maintain all Material
      Licenses for such Covered Person.

      14.3. MAINTENANCE OF PROPERTY AND LEASES. Each Covered Person shall
      maintain in good condition and working order, and repair and replace as
      required, all buildings, equipment, machinery, fixtures and other real and
      personal property whose useful economic life has not elapsed and which is
      necessary for the ordinary conduct of the business of such Covered Person.
      Each Covered Person shall maintain in good standing and free of defaults
      all of its leases of buildings, equipment, machinery, fixtures and other
      real and personal property whose useful economic life has not elapsed and
      which is necessary for the ordinary conduct of the business of such
      Covered Person.

      14.4. INVENTORY. Each Covered Person shall keep its Inventory in good and
      merchantable condition at its own expense and shall hold such Inventory
      for sale or lease,

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      or to be furnished in connection with the rendition of services, in the
      ordinary course of such Covered Person's business, on terms which do not
      include bill-and-hold, guarantied sale, sale and return, sale on approval,
      consignment or similar repurchase or return terms. All such Inventory
      shall be produced in accordance with the Federal Fair Labor Standards Act
      of 1938 and all rules, regulations, and orders thereunder.

      14.5. INSURANCE. Each Covered Person shall at all times keep insured or
      cause to be kept insured, in insurance companies having a rating of at
      least "A" by Best's Rating Service, all property owned by it of a
      character usually insured by others carrying on businesses similar to that
      of such Covered Person in such manner and to such extent and covering such
      risks as such properties are usually insured. Each Covered Person shall
      carry business interruption insurance in such amounts, in such manner and
      to such extent and covering such risks as businesses similar to that of
      such Covered Persons are usually insured. Each Covered Person shall at all
      times carry insurance, in insurance companies having a rating of at least
      "A" by Best's Rating Service, against liability on account of damage to
      persons or property (including product liability insurance and insurance
      required under all Laws pertaining to workers' compensation) and covering
      all other liabilities common to such Covered Person's business, in such
      manner and to such extent as such coverage is usually carried by others
      conducting businesses similar to that of such Covered Person (and each
      Covered Person shall maintain liability coverage, including tail coverage,
      in the amounts in effect for such Covered Person on the Execution Date).
      Borrower shall upon request of Administrative Agent at any time furnish to
      Administrative Agent updated evidence of insurance (in the form required
      as a condition to Administrative Agent's lending hereunder) for such
      insurance.

      14.6. PAYMENT OF TAXES AND OTHER OBLIGATIONS. Each Covered Person shall
      promptly pay and discharge or cause to be paid and discharged, as and when
      due, any and all income taxes, federal or otherwise, lawfully assessed and
      imposed upon it, and any and all lawful taxes, rates, levies, and
      assessments whatsoever upon its properties and every part thereof, or upon
      the income or profits therefrom and all claims of materialmen, mechanics,
      carriers, warehousemen, landlords and other like Persons for labor,
      materials, supplies, storage or other items or services which if unpaid
      might be or become a Security Interest or charge upon any of its property;
      provided, however, that a Covered Person may diligently contest in good
      faith by appropriate proceedings the validity of any such taxes, rates,
      levies, or assessments, provided such Covered Person has established
      adequate reserves therefor in conformity with GAAP on the books of such
      Covered Person, and no Security Interest, other than a Permitted Security
      Interest, results from such non-payment.

      14.7. COMPLIANCE WITH LAWS. Each Covered Person shall comply in all
      material respects with all Material Laws and each Covered Person shall
      ensure, and cause each other Covered Person to ensure, that no Person who
      owns a controlling interest in or otherwise controls a Covered Person is
      or shall be (i) listed on the Specially Designated Nationals and Blocked
      Person List maintained by the Office of Foreign Assets Control (OFAC),
      Department of the Treasury, and/or any other similar lists maintained by
      OFAC pursuant to any authorizing statute, Executive Order or regulation or
      (ii) a person designated under Section 1(b), (c) or (d) of Executive Order
      No. 13224 (September 23,

                                       33
<PAGE>

      2001), any related enabling legislation or any other similar Executive
      Orders, and each Covered Person shall comply, and cause each other Covered
      Person to comply, in all material respects with all applicable Bank
      Secrecy Act ("BSA") and anti-money laundering laws and regulations.

      14.8. DISCOVERY AND CLEAN-UP OF HAZARDOUS MATERIAL.

            14.8.1. IN GENERAL. Upon any Covered Person receiving notice of any
            violation of Environmental Laws or any similar notice described in
            Section 12.10.3, or upon any Covered Person otherwise discovering
            Hazardous Material on any property owned or leased by such Covered
            Person which is in violation of, or which would result in liability
            under, any Environmental Law, Borrower shall: (i) promptly take such
            reasonable acts as may be necessary to prevent danger or harm to the
            property or any person therein as a result of such Hazardous
            Material; (ii) at the request of Administrative Agent, and at
            Borrower's sole cost and expense, obtain and deliver to
            Administrative Agent promptly, but in no event later than 90 days
            after such request, a then currently dated environmental assessment
            of the property certified to Administrative Agent and any future
            holder of the Loan Obligations, a proposed plan for responding to
            any environmental problems described in such assessment, and an
            estimate of the costs thereof; and (iii) take all necessary steps to
            initiate and expeditiously complete all removal, remedial, response,
            corrective and other action to eliminate any such environmental
            problems, and keep Administrative Agent informed of such actions and
            the results thereof.

            14.8.2. ASBESTOS CLEAN-UP. In the event that any property owned by
            any Covered Person contains Asbestos Material, Borrower shall
            develop and implement, as soon as reasonably possible, an Operations
            and Maintenance Program (as contemplated by EPA guidance document
            entitled Managing Asbestos in Place; A Building Owner's Guide to
            Operations and Maintenance Programs for Asbestos-Containing
            Materials) for managing in place the Asbestos Material, and deliver
            a true, correct and complete copy of such Operations and Maintenance
            Program to Administrative Agent. In the event that the asbestos
            survey done in connection with developing the Operations and
            Maintenance Program reveals Asbestos Material which, due to its
            condition, location or planned building renovation, is recommended
            to be encapsulated or removed, Borrower shall promptly cause the
            same to be encapsulated or removed and disposed of offsite, in
            either case by a licensed and experienced asbestos contractor, all
            in accordance with applicable state, federal and local Laws. Upon
            completion of any such encapsulation or removal, Borrower shall
            deliver to Administrative Agent a certificate in such form as is
            then customarily available signed by the consultant overseeing the
            activity certifying to Administrative Agent that the work has been
            completed in compliance with all applicable Laws regarding
            notification, encapsulation, removal and disposal and that no
            airborne fibers beyond permissible exposure limits remain on site.
            All costs of such inspection, testing and remedial actions shall be
            paid by Borrower.

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<PAGE>

      14.9. TERMINATION OF PENSION BENEFIT PLAN. No Covered Person or ERISA
      Affiliate of such Covered Person shall terminate or amend any Pension
      Benefit Plan maintained by such Covered Person or such ERISA Affiliate if
      such termination or amendment would result in any liability to such
      Covered Person or such ERISA Affiliate under ERISA or any increase in
      current liability for the plan year for which such Covered Person or such
      ERISA Affiliate is required to provide security to such Pension Benefit
      Plan under the Code, which such liability could reasonably be expected to
      have a Material Adverse Effect on such Covered Person.

      14.10. NOTICE TO ADMINISTRATIVE AGENT OF MATERIAL EVENTS. Borrower shall,
      promptly upon any Responsible Officer of Borrower obtaining knowledge or
      notice thereof, give notice to Administrative Agent of (i) any breach of
      any of the covenants in Section 14, 15, or 16; (ii) any Default or Event
      of Default; and (iii) the commencement of any Material Proceeding. In
      addition,

            14.10.1. Borrower shall furnish to Administrative Agent from time to
            time all information which Administrative Agent reasonably requests
            with respect to the status of any Material Proceeding.

            14.10.2. Borrower shall furnish to Administrative Agent from time to
            time all information which Administrative Agent reasonably requests
            with respect to any Pension Benefit Plan established by a Covered
            Person or an ERISA Affiliate of any Covered Person.

            14.10.3. Borrower shall deliver notice to Administrative Agent of
            the establishment of any Pension Benefit Plan by a Covered Person or
            an ERISA Affiliate of such Covered Person.

            14.10.4. Borrower shall promptly deliver to Administrative Agent
            notice of any event of default with respect to any of the Permitted
            Indebtedness, the occurrence of which would be reasonably likely to
            have a Material Adverse Effect.

            14.10.5. Borrower shall promptly deliver notice to Administrative
            Agent of the assertion by the holder of any capital stock,
            membership interest, or any other equity interest in a Covered
            Person or any Indebtedness of a Covered Person in the outstanding
            principal amount in excess of $500,000.00 that a default exists with
            respect thereto or that such Covered Person is not in compliance
            with the terms thereof, or of the threat or commencement by such
            holder of any enforcement action because of such asserted default or
            noncompliance and such assertion, threat or commencement would be
            reasonably likely to have a Material Adverse Effect.

            14.10.6. Borrower shall, promptly after becoming aware thereof,
            deliver notice to Administrative Agent of any pending or threatened
            strike, work stoppage, material unfair labor practice claim or other
            material labor dispute affecting a Covered Person.

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<PAGE>

            14.10.7. Borrower shall, promptly after becoming aware thereof,
            deliver notice to Administrative Agent of any event that has or is
            reasonably likely to have a Material Adverse Effect.

            14.10.8. Borrower shall, promptly after becoming aware thereof,
            deliver notice to Administrative Agent of an actual, alleged, or
            potential violation of any Material Law applicable to a Covered
            Person or the property of a Covered Person if such violation would
            reasonably be likely to have a Material Adverse Effect.

            14.10.9. Borrower shall deliver notice to the Administrative Agent
            of the occurrence of any event of default or event which, with the
            giving of notice or passage of time, or both, would constitute an
            event of default under the Parity Debt or the Note Purchase
            Agreement.

            14.10.10. Borrower shall deliver to Administrative Agent copies of
            all modifications, amendments, extensions, consolidations,
            restatements, alterations, changes or revisions to the Parity Debt
            or the Note Purchase Agreement (including, without limitation, any
            side letters, waivers or consents entered into with respect to the
            Parity Debt) within a reasonable time after any of such applicable
            instruments have been executed by Borrower.

            14.10.11. Borrower shall promptly deliver to Administrative Agent,
            upon the Administrative Agent's request therefor, a statement as to
            the aggregate outstanding principal balance of the Parity Debt as of
            the date of such request.

      14.11. BORROWING OFFICER. Borrower shall keep on file with Administrative
      Agent at all times an appropriate instrument naming each Borrowing
      Officer.

      14.12. INTENTIONALLY DELETED.

      14.13. ACCOUNTING SYSTEM. Each Covered Person shall maintain in all
      material respects a system of accounting established and administered in
      accordance with GAAP. Without limiting the generality of the foregoing:

            14.13.1. ACCOUNT RECORDS. Each Covered Person shall maintain a
            record of Accounts at its principal place of business that itemize
            each Account of such Covered Person and describe the names and
            addresses of the Account Debtors on such Accounts, all relevant
            invoice numbers, invoice dates, and shipping dates, and the due
            dates, collection histories, and aging of such Accounts.

            14.13.2. TRACING OF PROCEEDS. Each Covered Person shall maintain
            detailed and accurate records of all transfers of any proceeds of
            the Loans from Borrower to such Covered Person. Borrower shall
            maintain reasonably detailed and accurate records of proceeds of the
            Loans and transfers of the proceeds of the Loans (i) received by it
            from the Lenders, (ii) transferred from it to any other Covered
            Person, (iii) received by it from another Covered Person, and (iv)
            transferred by it to Persons to effect the Repurchases which such
            record shall

                                       36
<PAGE>

            include a schedule detailing the sale price paid per share to effect
            such Repurchases.

      14.14. FINANCIAL STATEMENTS. Borrower shall deliver to Administrative
      Agent:

            14.14.1. ANNUAL FINANCIAL STATEMENTS. Within 120 days after the
            close of each fiscal year of Borrower, year-end consolidated and
            consolidating financial statements of Borrower and its Subsidiaries,
            containing a balance sheet, income statement, statement of cash
            flows and an audit report without qualification by an independent
            certified public accounting firm selected by Borrower and
            satisfactory to Administrative Agent, and accompanied by (i) a
            Compliance Certificate of the Chief Financial Officer of Borrower,
            (ii) a certificate of the independent certified public accounting
            firm that examined such financial statements to the effect that they
            have reviewed and are familiar with the financial covenants set
            forth in this Agreement and that, in examining such financial
            statements, they did not become aware of any fact or condition which
            then constituted a Default or Event of Default, except for those, if
            any, described in reasonable detail in such certificate, (iii) the
            management letter and report on internal controls delivered by such
            independent certified public accounting firm in connection with its
            audit, and (iv) if requested by Administrative Agent, any summary
            prepared by such independent certified public accounting firm of the
            adjustments proposed by the members of its audit team.

            14.14.2. QUARTERLY FINANCIAL STATEMENTS. Within 30 days after the
            end of each fiscal quarter of Borrower, unaudited consolidated and
            consolidating internally prepared financial statements of Borrower
            and its Subsidiaries for the quarters not covered by the latest
            year-end financial statements, in each case containing a balance
            sheet, income statement, and statement of cash flows and accompanied
            by a Compliance Certificate of the Chief Financial Officer of
            Borrower.

            Each Compliance Certificate shall be in the form of Exhibit 14.14,
            shall contain detailed calculations of the financial measurements
            referred to in Section 16 for the relevant periods, and shall
            contain statements by the signing officer to the effect that, except
            as explained in reasonable detail in such Compliance Certificate,
            (i) the attached Financial Statements are complete and correct in
            all material respects (subject, in the case of Financial Statements
            other than annual, to normal year-end audit adjustments) and have
            been prepared in accordance with GAAP applied consistently
            throughout the periods covered thereby and with prior periods
            (except as disclosed therein) (ii) all of the Representations and
            Warranties are true and correct in all material respects as of the
            date such certification is given as if made on such date, and (iii)
            there is no Existing Default. If any Compliance Certificate
            delivered to Administrative Agent discloses that a representation or
            warranty is not true and correct in all material respects, or that
            there is an Existing Default that has not been cured or waived in
            writing by Required Lenders, such Compliance Certificate shall state
            what action Borrower has taken or proposes to take with respect
            thereto.

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<PAGE>

      14.15. OTHER FINANCIAL INFORMATION. Borrower shall also deliver the
      following to Administrative Agent:

            14.15.1. STOCKHOLDER REPORTS. Contemporaneously with their filing by
            or on behalf of Borrower or any other Covered Person, copies of any
            proxy statements, financial statements and reports which Borrower
            makes available to its stockholders.

            14.15.2. PENSION BENEFIT PLAN REPORTS. Promptly upon the reasonable
            request of Administrative Agent at any time or from time to time, a
            copy of each annual report or other filing or notice filed with
            respect to each Pension Benefit Plan of a Covered Person or an ERISA
            Affiliate of a Covered Person.

            14.15.3. TAX RETURNS. Promptly upon the reasonable request of
            Administrative Agent at any time or from time to time, a copy of
            each federal, state, or local tax return or report filed by
            Borrower.

      14.16. ANNUAL PROJECTIONS. Within the 30 days after the first day of each
      fiscal year of Borrower, projected balance sheets, statements of income
      and expense for Borrower and every other Covered Person as of the end of
      and for each quarter of such fiscal year and each quarter through the
      Revolving Loan Maturity Date, in such detail as Administrative Agent may
      reasonably require, shall be delivered to Administrative Agent.

      14.17. OTHER INFORMATION. Upon the request of Administrative Agent,
      Borrower shall promptly deliver to Administrative Agent such other
      information about the business, operations, revenues, financial condition,
      property, or business prospects of Borrower and every other Covered Person
      as Administrative Agent may, from time to time, reasonably request.

      14.18. AUDITS BY ADMINISTRATIVE AGENT. Administrative Agent or Persons
      authorized by and acting on behalf of Administrative Agent or any Lender
      may at any time during normal business hours audit the books and records
      and inspect any of the property of each Covered Person from time to time
      upon reasonable notice to such Covered Person, and in the course thereof
      may make copies or abstracts of such books and records and discuss the
      affairs, finances and books and records of such Covered Person with its
      accountants and officers. Each Covered Person shall cooperate with
      Administrative Agent and such Persons in the conduct of such audits and
      shall deliver to Administrative Agent any instrument necessary for
      Administrative Agent to obtain records from any service bureau maintaining
      records for such Covered Person. Borrower shall reimburse Administrative
      Agent for all reasonable costs and expenses incurred by it in conducting
      each audit. Provided there is no Event of Default that has occurred and is
      continuing, Administrative Agent shall not conduct an audit more than one
      (1) time per calendar year, and Borrower's obligation to reimburse
      Administrative Agent shall be capped at $5,000.00 per audit. However,
      neither limitation shall apply to audits at any time an Event of Default
      is in existence.

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<PAGE>

      14.19. ACCESS TO OFFICERS AND AUDITORS. Each Covered Person shall permit
      any Lender and Administrative Agent and each of their representatives and
      agents to discuss the business, operations, revenues, financial condition,
      property, or business prospects of such Covered Person with its officers,
      accountants and independent auditors as often as Administrative Agent may
      request in its discretion, and such Covered Person shall direct such
      officers, accountants and independent auditors to cooperate with
      Administrative Agent, Lenders, and their representatives and agents, and
      make full disclosure to Administrative Agent, Lenders, and their
      representatives and agents, of those matters that they may deem relevant
      to the continuing ability of Borrower timely to pay and perform the Loan
      Obligations. Administrative Agent and each Lender agrees that it will not
      disclose to third Persons any information that it obtains about any
      Covered Person or its operations or finances that is reasonably considered
      non-public information. Administrative Agent and Lenders may, however,
      disclose such information to each other and all of their respective
      officers, attorneys, auditors, accountants, bank examiners, agents and
      representatives who have a need to know such information in connection
      with the administration, interpretation or enforcement of the Loan
      Documents or the lending and collection activity contemplated therein or
      to the extent required by Law or a Governmental Authority. Administrative
      Agent and Lenders shall advise such Persons that such information is to be
      treated as confidential. Administrative Agent and any Lender may also
      disclose such information in any documents that it files in any legal
      proceeding to pursue, enforce or preserve its rights under the Loan
      Documents to the extent that its counsel advises in writing that such
      disclosure is reasonably necessary. Administrative Agent's and Lenders'
      non-disclosure obligation shall not apply to any information that (i) is
      disclosed to Administrative Agent or any Lender by a third Person not
      affiliated with or employed by Borrower who does not have a commensurate
      duty of non-disclosure, or (ii) becomes publicly known other than as a
      result of disclosure by Administrative Agent or a Lender.

      14.20. PROFORMAS FOR PERMITTED ACQUISITIONS. Borrower shall, no less than
      20 days prior to making any Permitted Acquisition, prepare and furnish to
      Administrative Agent proforma financial statements described below for the
      Target Company (if such Permitted Acquisition is structured as a purchase
      of equity) or the Surviving Company (if such Permitted Acquisition is
      structured as a purchase of assets or a merger), demonstrating to the
      satisfaction of Administrative Agent that the Target Company, all
      Surviving Companies, and Borrower, as the case may be, will be Solvent
      upon consummation of such acquisition and upon the passage of time
      thereafter, and that none of the covenants in Section 16 will be violated
      as a consequence of such acquisition or with the passage of time
      thereafter and, if applicable, demonstrating that the Maximum Available
      Amount will be great enough to allow a Revolving Loan Advance to be made
      in the amount Borrower will request in connection with the closing of such
      Permitted Acquisition. Such proforma financial statements shall contain
      consolidated and consolidating balance sheets, income statements,
      statements of cash flows and such other reports and disclosures of
      Borrower as well as the Target Company (if such Permitted Acquisition is
      structured as a purchase of equity) or the Surviving Company (if such
      Permitted Acquisition is structured as a purchase of assets or a merger)
      and shall cover such forecast periods, as Administrative Agent may in its
      discretion require. Borrower shall also provide to Administrative Agent
      copies of the audited financial statements (if

                                       39
<PAGE>

      available, or unaudited financial statements if no audited financial
      statements exist) for the Target Company for the three fiscal years most
      recently ended and for each of the completed fiscal quarters in the then
      current fiscal year.

      14.21. ACQUISITION DOCUMENTS. Borrower shall fully perform in all material
      respects all of its obligations under all Acquisition Documents, and shall
      enforce all of its rights and remedies thereunder as it deems appropriate
      in its reasonable business judgment; provided, however, that Borrower
      shall not take any action or fail to take any action which would result in
      a waiver or other loss of any material right or remedy of Borrower
      thereunder. Without limiting the generality of the foregoing, Borrower
      shall take all action necessary or appropriate to permit, and shall not
      take any action which would have a Material Adverse Effect upon, the full
      enforcement of all indemnification rights under all the Acquisition
      Documents. Borrower shall not, without Administrative Agent's prior
      written consent, modify, amend, supplement, compromise, satisfy, release
      or discharge any material provision of the Acquisition Documents, any
      material collateral securing the same, any Person liable directly or
      indirectly with respect thereto, or any material agreement relating to the
      Acquisition Documents or the collateral therefor.

      14.22. FURTHER ASSURANCES. Borrower shall execute and deliver, or cause to
      be executed and delivered, to Administrative Agent such documents and
      agreements, and shall take or cause to be taken such actions, as
      Administrative Agent may from time to time reasonably request to carry out
      the terms and conditions of this Agreement and the other Loan Documents.

15. NEGATIVE COVENANTS. Borrower covenants and agrees that, while any of the
Commitments remains in effect and until all of the Loan Obligations are fully
and indefeasibly paid, no Letters of Credit are outstanding and the Letter of
Credit Exposure is zero, Borrower shall not, directly or indirectly, do any of
the following, or permit any Covered Person to do any of the following, without
the prior written consent of Required Lenders:

      15.1. INVESTMENTS. Make any Investments in any other Person except the
      following:

            15.1.1. Investments in (i) interest-bearing obligations of the
            United States government or any department, agency or
            instrumentality thereof; (ii) certificates of deposit issued by any
            Lender; (iii) prime commercial paper rated A1 or better by Standard
            and Poor's Corporation or Prime P1 or better by Moody's Investor
            Service, Inc.; (iv) agreements involving the sale to a Covered
            Person of United States government securities and their guarantied
            repurchase the next Business Day by a commercial bank chartered
            under the Laws of the United States or any state thereof which has
            capital and surplus of not less than $500,000,000.00 (v)
            certificates of deposit issued by and time deposits with any
            commercial bank chartered under the Laws of the United States or any
            state thereof which has capital and surplus of not less than
            $500,000,000.00; or (vi) municipal bonds that are rated in either of
            the two highest rating categories by a nationally recognized rating
            service.

                                       40
<PAGE>

            15.1.2. Accounts arising in the ordinary course of business and
            payable in accordance with Borrower's or such Covered Person's
            customary trade terms.

            15.1.3. Any Investments that constitute Permitted Acquisitions.

            15.1.4. Investments existing on the Execution Date and disclosed in
            Section 12.19 of the Disclosure Schedule.

            15.1.5. Notes received by a Covered Person in settlement of
            Indebtedness of other Persons to such Covered Person that was
            incurred in the ordinary course of such Covered Person's business.

            15.1.6. Investments by any Covered Person in any other Covered
            Person.

            15.1.7. Loans to employees of any Covered Person, provided that in
            no event shall all such loans exceed $500,000 in the aggregate.

            15.1.8. Investments by any Covered Person in Johnson.

            15.1.9. Investments in any new Subsidiary after the Effective Date
            so long as such new Subsidiary shall have been organized, created or
            acquired in accordance with Section 15.17.

      15.2. INDEBTEDNESS. Create, incur, assume, or allow to exist any
      Indebtedness of any kind or description, except the following:

            15.2.1. Indebtedness to trade creditors incurred in the ordinary
            course of business, to the extent that it is not overdue past the
            original due date by more than 90 days, provided that Indebtedness
            that is overdue past its original due date by more than ninety (90)
            days will be considered Permitted Indebtedness if it is the subject
            of a good faith dispute and Borrower or such Covered Person has
            established appropriate reserves adequate to pay such items in
            accordance with GAAP.

            15.2.2. The Loan Obligations.

            15.2.3. Indebtedness secured by Permitted Security Interests.

            15.2.4. Indebtedness under Capital Leases to the extent it does not
            exceed $3,500,000.00 in the aggregate at any time and is on terms
            approved in advance in writing by Administrative Agent.

            15.2.5. Indebtedness owed by one Covered Person to another Covered
            Person.

            15.2.6. Any Interest Hedge Obligation.

            15.2.7. The Indebtedness set forth on Section 15.2.7 of the
            Disclosure Schedule.

            15.2.8. Indebtedness incurred in connection with Permitted
            Acquisitions that does not exceed $2,500,000.00.

                                       41
<PAGE>
            15.2.9. Indebtedness evidenced by the $75,000,000 Senior Guaranteed
            Notes due May 25, 2014 issued pursuant to the Note Purchase
            Agreement (such Indebtedness, the "Parity Debt") or the other Note
            Purchase Documents.

      15.3. PREPAYMENTS. Voluntarily prepay any Indebtedness other than (a) the
      Loan Obligations in accordance with the terms of the Loan Documents, (b)
      trade payables in the ordinary course of business, (c) Operating and
      Capital Lease obligations, and (d) the Parity Debt in accordance with the
      terms of the Note Purchase Agreement.

      15.4. INDIRECT OBLIGATIONS. Create, incur, assume or allow to exist any
      Indirect Obligations except the Permitted Indebtedness and except Indirect
      Obligations existing on the Execution Date and disclosed on Section 12.21
      of the Disclosure Schedule.

      15.5. SECURITY INTERESTS. Create, incur, assume or allow to exist any
      Security Interest upon all or any part of its property, real or personal,
      now owned or hereafter acquired, except the following:

            15.5.1. Security Interests for taxes, assessments or governmental
            charges not delinquent or being diligently contested in good faith
            and by appropriate proceedings and for which adequate book reserves
            in accordance with GAAP are maintained.

            15.5.2. Security Interests arising out of deposits in connection
            with workers' compensation insurance, unemployment insurance, old
            age pensions, or other social security or retirement benefits
            legislation.

            15.5.3. Deposits or pledges to secure bids, tenders, contracts
            (other than contracts for the payment of money), leases, statutory
            obligations, surety and appeal bonds, and other obligations of like
            nature arising in the ordinary course of business.

            15.5.4. Security Interests imposed by any Law, such as mechanics',
            workmen's, materialmen's, landlords', carriers', or other like
            Security Interests arising in the ordinary course of business which
            secure payment of obligations which are not past due or which are
            being diligently contested in good faith by appropriate proceedings
            and for which adequate reserves in accordance with GAAP are
            maintained on Borrower's books.

            15.5.5. Purchase money Security Interests securing payment of the
            purchase price of capital assets acquired by a Covered Person after
            the Execution Date in an aggregate principal amount outstanding at
            any one time that does not exceed $1,000,000.00.

            15.5.6. Security Interests existing on the Execution Date that are
            disclosed in Section 12.30 of the Disclosure Schedule and are
            satisfactory to Lenders.

            15.5.7. Security Interests arising in connection with Permitted
            Acquisitions to the extent of the limitations set forth in Section
            15.2.8.

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            15.5.8. Security Interests granted under Capital Leases to the
            extent of the limitations set forth in Section 15.2.4 and security
            interests granted under Operating Leases.

      15.6. NO AMENDMENTS TO ACQUISITION DOCUMENTS. Agree to, acquiesce to, or
      consent to any amendment, modification, supplement, restatement,
      replacement or change to any of the documents executed in connection with
      any of the Acquisition Documents if such change would be reasonably likely
      to have a Material Adverse Effect.

      15.7. ACQUISITIONS. Acquire a controlling interest in the stock,
      membership interests, or any other equity interest in a Person, or acquire
      all or substantially all of the assets of a Person (including without
      limitation assets comprising all or substantially all of an unincorporated
      business unit or division of any Person), except for Permitted
      Acquisitions. Permitted Acquisition means an acquisition of a controlling
      interest in the stock, membership interests, or any other equity interest
      in a Person, or the acquisition of all or substantially all of the assets
      of a Person (including without limitation assets comprising all or
      substantially all of an unincorporated business unit or division of any
      Person), which satisfies each of the following conditions: (i) Borrower or
      any Subsidiary of Borrower is the Acquiring Company, (ii) if the
      acquisition is structured as a merger, Borrower or any Subsidiary of
      Borrower is the Surviving Company, (iii) Target Company is in a
      substantially similar line of business as Borrower or another Covered
      Person, (iv) Target Company has an EBITDA in excess of zero for the twelve
      month period ended on the date such acquisition is consummated, (v) there
      is no Existing Default, and no Default or Event of Default will occur or
      is reasonably likely to occur as a result of or due to such acquisition,
      (vi) Borrower has fully complied with Section 14.20 of this Agreement with
      respect to such acquisition, (vii) the Maximum Available Amount is at
      least $3,000,000.00 after giving effect to such acquisition, (viii) the
      purchase price (including without limitation any deferred purchase price,
      seller notes, assumed Indebtedness, or similar items) together with all
      expenses incurred in connection with such acquisition does not exceed
      $15,000,000.00 for any single acquisition or $30,000,000.00 in the
      aggregate during any fiscal year of Borrower, (ix) simultaneously with the
      closing of such acquisition, the Target Company (if such Permitted
      Acquisition is structured as a purchase of equity) or the Surviving
      Company (if such Permitted Acquisition is structured as a purchase of
      assets or a merger) executes and delivers to Administrative Agent an
      unlimited Guaranty of the Loan Obligations, or at the option of
      Administrative Agent in Administrative Agent's absolute discretion, a
      joinder agreement satisfactory to Administrative Agent in which such
      Target Company or Surviving Company becomes a Borrower under this
      Agreement and assumes primary, joint and several liability for the Loan
      Obligations, (x) prior to the closing of such acquisition, a Responsible
      Officer of Borrower delivers to Administrative Agent a certificate on
      behalf of Borrower certifying that such acquisition is a Permitted
      Acquisition, and (xi) such acquisition is friendly, rather than hostile,
      in nature.

      15.8. DISPOSAL OF PROPERTY. Sell, transfer, exchange, lease, or otherwise
      dispose of any of its assets except (i) sales of Inventory in the ordinary
      course of business, (ii) the sales of obsolete or unused assets, (iii)
      sales of assets that are replaced by comparable assets of

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<PAGE>

      comparable or better quality; and (iv) sales of other assets that do not
      exceed $3,500,000.00 per year in the aggregate.

      15.9. DISTRIBUTIONS. Directly or indirectly declare or make, or incur any
      liability to make, any Distribution to any Person other than Distributions
      from one Covered Person to another; provided that: (1) the payment of cash
      dividends in an amount not to exceed six cents per share per calendar
      quarter, up to a maximum of $7,500,000.00 per fiscal year and (2) the
      Repurchases shall be permitted so long as there is no Default hereunder at
      the time of declaration of such Distribution or Repurchases. For purposes
      of this Section, a Distribution means and includes (i) any cash dividend
      or payment, (ii) any retirement or prepayment of debt securities (other
      than the Loan Obligation, the Parity Debt or as otherwise permitted
      hereunder) before their regularly scheduled maturity dates, (iii) any loan
      or advance to a shareholder or partner (other than Permitted Investments),
      (iv) any direct or indirect purchase, redemption or other acquisition or
      retirement of any class of its capital stock other than repurchases of
      Borrower's capital stock made in connection with the exercise by employees
      of stock options either by (x) the acquisition of shares from an employee
      in payment of the exercise price for options, or (y) the withholding of
      shares in payment of an employee's tax obligations in connection with such
      exercise.

      15.10. CHANGE OF CONTROL. Merge or consolidate with or into another Person
      provided that a Covered Person shall be permitted to merge or consolidate
      with or into another Covered Person upon advance written notice to
      Administrative Agent, or permit any Person or Group (i) to become the
      record or beneficial owner, directly or indirectly, on a fully diluted
      basis, of securities representing 49% or more of the voting power of
      Borrower's then outstanding securities having the power to vote or 49% or
      more of Borrower's then outstanding capital stock, or (ii) to acquire the
      power to elect a majority of the Board of Directors of Borrower.

      15.11. AMENDMENT TO CHARTER DOCUMENTS. Amend, modify, supplement, restate,
      replace, or change any of its Charter Documents, except to the extent such
      change could not reasonably be expected to adversely affect Administrative
      Agent or any Lender.

      15.12. CAPITAL STRUCTURE; EQUITY SECURITIES. Make any change in capital
      structure which has or is reasonably likely to have a Material Adverse
      Effect; or issue or create any stock, membership interest, or other equity
      interest (or class or series thereof, or non-equity interest that is
      convertible into stock, membership interests or other equity interest (or
      class or series thereof), in any Covered Person, except stock, membership
      interests, or other equity interests (or class or series thereof) that are
      subordinated in right of payment to all the Loan Obligations.

      15.13. CHANGE OF BUSINESS. Engage in any business other than substantially
      as conducted on the Execution Date.

      15.14. TRANSACTIONS WITH AFFILIATES. Enter into or be a party to any
      transaction or arrangement, including the purchase, sale or exchange of
      property of any kind or the rendering of any service, with any Affiliate
      other than a Covered Person, or make any

                                       44
<PAGE>

      loans or advances to any Affiliate other than a Covered Person, except
      that each Covered Person may engage in such transactions in the ordinary
      course of business and pursuant to the reasonable requirements of its
      business and on fair and reasonable terms substantially as favorable to it
      as those which it could obtain in a comparable arm's-length transaction
      with a non-Affiliate. No Covered Person may pay any management or other
      fees to any Affiliate that is not a Covered Person; provided, however,
      that no such management fees may be paid while there is an Existing
      Default, and any such management fees which are not paid when due as a
      result of this sentence may be subsequently paid only at such time as (i)
      there is no Existing Default, and (ii) the payment of such management fee
      would not cause a Default to occur or result in a Default.

      15.15. CONFLICTING AGREEMENTS. Enter into any agreement, that would, if
      fully complied with by it, result in a Default or Event of Default either
      immediately or upon the elapsing of time.

      15.16. SALE AND LEASEBACK TRANSACTIONS. Enter into any agreement or
      arrangement with any Person providing for any Covered Person to lease or
      rent property that Borrower has sold or will sell or otherwise transfer to
      such Person.

      15.17. NEW SUBSIDIARIES. Organize, create or acquire any Subsidiary unless
      it is part of a Permitted Acquisition or Borrower has obtained the prior
      written consent of Administrative Agent thereto (which consent shall not
      be unreasonably withheld) and contemporaneously with the organization,
      creation or acquisition of such Subsidiary, the applicable Covered Person
      and such Subsidiary executes and delivers to Administrative Agent for the
      benefit of Lenders the following additional documents: an unlimited
      guaranty of the Loan Obligations by such Subsidiary, together with an
      opinion letter from counsel for such Subsidiary. Such counsel shall be
      acceptable to Administrative Agent and such opinion letter shall be
      substantially similar to the opinion letter(s) received on the Execution
      Date.

      15.18. FISCAL YEAR. Change its fiscal year (currently April 1 - March 31),
      without the prior written consent of Administrative Agent, which consent
      shall not be unreasonably withheld.

      15.19. LEASES. Enter into any Capital Leases except as permitted by
      Section 15.2.

      15.20. TRANSACTIONS HAVING A MATERIAL ADVERSE EFFECT ON COVERED PERSON.
      Enter into any transaction which has or is reasonably likely to have a
      Material Adverse Effect on any Covered Person; or enter into any
      transaction, or take or contemplate taking any other action, or omit or
      contemplate omitting to take any action, which any Responsible Officer
      knows, or reasonably should know is likely to cause a Default or Event of
      Default hereunder.

      15.21. NEGATIVE PLEDGE. Enter into any agreement (other than the Note
      Purchase Documents and as described in Section 15.21 of the Disclosure
      Schedule) containing a provision which would prevent, hinder or impair
      Borrower or any other Covered Person

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<PAGE>

      from creating, incurring, assuming or allowing to exist any Security
      Interest upon all or any part of its property, real or personal, now owned
      or hereafter acquired.

16.   FINANCIAL COVENANTS.

      16.1. SPECIAL DEFINITIONS. As used in this Section 16 and elsewhere
      herein, the following capitalized terms have the following meanings:

      EBIT means, with respect to any fiscal period of Borrower, the
      consolidated net income of Borrower and each Covered Person for such
      fiscal period, as determined in accordance with GAAP and reported on the
      Financial Statements for such period, plus (i) Interest Expense in such
      period, (ii) income tax expense in 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. For any
      period during which a Prior Acquisition or any Permitted Acquisition was
      consummated, EBIT shall be calculated on a proforma basis as if the entity
      acquired in connection with any such acquisition had been acquired on the
      first day of such period. From and after the Execution Date, EBIT shall be
      adjusted for the first four consecutive fiscal quarters thereafter by
      adding the following amounts to EBIT determined pursuant to the
      immediately preceding sentence: $2,700,000.00 for the quarter ending June
      30, 2006, $1,675,000.00 for the quarter ending September 30, 2006,
      $650,000.00 for the quarter ending December 31, 2006, and $325,000.00 for
      the quarter ending March 31, 2007.

      EBITDA means, with respect to any fiscal period of Borrower, the
      consolidated net income of Borrower and each Covered Person for such
      fiscal period, as determined in accordance with GAAP and reported on the
      Financial Statements for such period, plus (i) (A) Interest Expense in
      such period, (B) income tax expense in such period, (C) amortization of
      good will and depreciation expense taken in such period, (D) any
      extraordinary loss in such period, and (E) 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, minus (ii) any extraordinary gain
      in such period. For any period during which a Prior Acquisition or any
      Permitted Acquisition was consummated, EBITDA shall be calculated on a
      proforma basis as if the entity acquired in connection with any such
      acquisition had been acquired on the first day of such period. From and
      after the Execution Date, EBITDA shall be adjusted for the first four
      consecutive fiscal quarters thereafter by adding the following amounts to
      EBITDA determined pursuant to the immediately preceding sentence:
      $2,700,000.00 for the quarter ending June 30, 2006, $1,675,000.00 for the
      quarter ending September 30, 2006, $650,000.00 for the quarter ending
      December 31, 2006, and $325,000.00 for the quarter ending March 31, 2007.

      Interest Expense means for any period of calculation, all interest,
      whether paid in cash or accrued as a liability, but without duplication,
      on Indebtedness of Borrower and each Covered Person during such period.

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<PAGE>

      Senior Indebtedness means the outstanding balance of the Loan Obligations
      at the time of calculation.

      SFAS 123 means Financial Accounting Standards Board Statement of Financial
      Accounting Standards No. 123 (revised 2004).

      Total Indebtedness means the sum of (i) Senior Indebtedness, (ii) the
      aggregate outstanding principal amount of the Parity Debt, and (iii) the
      unamortized capitalized amount of all Capital Leases.

      All other capitalized terms used in this Section 16 shall have their
      meanings and shall be determined under GAAP.

      16.2. INTENTIONALLY DELETED.

      16.3. MINIMUM INTEREST COVERAGE. The ratio of Borrower's: (i) EBIT minus
      dividends and income tax expense to (ii) Interest Expense for the
      four-quarter period then ended, calculated the last day of each fiscal
      quarter ending March 31, June 30, September 30, and December 31 through
      the Revolving Loan Maturity Date shall not be less than 2.0 to 1.

      16.4. MAXIMUM RATIO OF TOTAL INDEBTEDNESS TO EBITDA. The ratio of
      Borrower's Total Indebtedness to EBITDA for the four-quarter period then
      ended, calculated the last day of each fiscal quarter ending March 31,
      June 30, September 30, and December 31 through the Revolving Loan Maturity
      Date shall not be greater than 2.50 to 1; provided that, notwithstanding
      the foregoing, for the fiscal quarters ending June 30, 2006 and September
      30, 2006, the Borrower's ratio of Total Indebtedness to EBITDA shall not
      be greater than 2.75 to 1.

      16.5. INTENTIONALLY DELETED.

      16.6. MINIMUM EBITDA. Commencing with the quarter ending June 30, 2006,
      Borrower's EBITDA for the four-quarter period then ended, calculated as of
      the last day of each fiscal quarter ending June 30, September 30, December
      31, and March 31 through the Revolving Loan Maturity Date shall be no less
      than (A) $60,400,000, plus (B) 75% of EBITDA of any entity acquired in
      connection with a Permitted Acquisition for the most recently-ended four
      fiscal quarters prior to the closing of such Permitted Acquisition, as
      such amount is mutually agreed by the Administrative Agent and the
      Borrower.

17.   DEFAULT.

      17.1. EVENTS OF DEFAULT. Any one or more of the following shall constitute
      an event of default (an Event of Default) under this Agreement:

            17.1.1. FAILURE TO PAY PRINCIPAL OR INTEREST. Failure of Borrower to
            pay any principal of the Loans or interest accrued thereon when due
            or within two (2) days

                                       47
<PAGE>

            thereafter, or failure of Borrower to pay any of the other Loan
            Obligations when due, or within two (2) days thereafter.

            17.1.2. FAILURE TO PAY AMOUNTS OWED TO OTHER PERSONS. Failure of any
            Covered Person to make any payment due on Indebtedness of such
            Covered Person over $500,000.00 to Persons (other than Lenders under
            the Loan Documents) which continues uncured or unwaived beyond any
            applicable grace period specified in the documents evidencing such
            Indebtedness.

            17.1.3. REPRESENTATIONS OR WARRANTIES. Any of the Representations
            and Warranties is discovered to have been false in any material
            respect when made.

            17.1.4. CERTAIN COVENANTS. Failure of any Covered Person to comply
            with the covenants in Sections 14.1, 14.5, 14.9, 14.10, 14.14,
            14.18, 14.19, 14.20, 14.21, 15, or 16.

            17.1.5. OTHER COVENANTS. Failure of any Covered Person to comply
            with any of the terms or provisions of any of the Loan Documents
            applicable to it (other than a failure which constitutes an
            immediate Event of Default under, or for which some other grace
            period is specified in any other Section of this 17.1) which is not
            remedied or waived in writing by Administrative Agent within 30 days
            after a Responsible Officer becoming aware of such failure.

            17.1.6. ACCELERATION OF OTHER INDEBTEDNESS. Any Obligation (other
            than a Loan Obligation) of a Covered Person for the repayment of
            $500,000.00 or more of borrowed money becomes or is declared to be
            due and payable or required to be prepaid (other than by an
            originally scheduled prepayment) prior to the original maturity
            thereof.

            17.1.7. DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any
            default or event of default under any agreement to which a Covered
            Person is a party (other than the Loan Documents), which default or
            event of default continues uncured or unwaived beyond any applicable
            grace period provided therein and has or is reasonably likely to
            have a Material Adverse Effect.

            17.1.8. BANKRUPTCY; INSOLVENCY; ETC. A Covered Person (i) fails to
            pay, or admits in writing its inability to pay, its debts generally
            as they become due, or otherwise becomes insolvent (however
            evidenced); (ii) makes an assignment for the benefit of creditors;
            (iii) files a petition in bankruptcy, is adjudicated insolvent or
            bankrupt, petitions or applies to any tribunal for any receiver or
            any trustee of such Covered Person or any substantial part of its
            property; (iv) commences any proceeding relating to such Covered
            Person under any reorganization, arrangement, readjustment of debt,
            dissolution or liquidation Law of any jurisdiction, whether now or
            hereafter in effect; (v) has commenced against it any such
            proceeding which remains undismissed for a period of 60 days, or by
            any act indicates its consent to, approval of, or acquiescence in
            any such proceeding or the appointment of any receiver of or any
            trustee for it or of any substantial part of

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<PAGE>

            its property, or allows any such receivership or trusteeship to
            continue undischarged for a period of 60 days; or (vi) takes any
            action to authorize any of the foregoing.

            17.1.9. JUDGMENTS; ATTACHMENT; SETTLEMENT; ETC. Any one or more
            judgments or orders is entered against a Covered Person or any
            attachment or other levy is made against the property of a Covered
            Person with respect to a claim or claims involving in the aggregate
            liabilities (not paid or fully covered by insurance, less the amount
            of reasonable deductibles in effect on the Execution Date) in excess
            of $500,000.00 and such judgment or order becomes final and
            non-appealable or if timely appealed is not fully bonded and
            collection thereof stayed pending the appeal.

            17.1.10. PENSION BENEFIT PLAN TERMINATION, ETC. Any Pension Benefit
            Plan termination by the PBGC or the appointment by the appropriate
            United States District Court of a trustee to administer any Pension
            Benefit Plan or to liquidate any Pension Benefit Plan; or any event
            which constitutes grounds either for the termination of any Pension
            Benefit Plan by PBGC or for the appointment by the appropriate
            United States District Court of a trustee to administer or liquidate
            any Pension Benefit Plan shall have occurred and be continuing for
            thirty (30) days after Borrower has notice of any such event; or any
            voluntary termination of any Pension Benefit Plan which is a DEFINED
            BENEFIT PENSION PLAN as defined in Section 3(35) of ERISA while such
            defined benefit pension plan has an ACCUMULATED FUNDING DEFICIENCY,
            unless Administrative Agent has been notified of such intent to
            voluntarily terminate such plan and Required Lenders have given
            their consent and agreed that such event shall not constitute a
            Default; or the plan administrator of any Pension Benefit Plan
            applies under Section 412(d) of the Code for a waiver of the minimum
            funding standards of Section 412(1) of the Code and Required Lenders
            determine that the substantial business hardship upon which the
            application for such waiver is based could subject any Covered
            Person or ERISA Affiliate of any Covered Person to a liability in
            excess of $200,000.00.

            17.1.11. LIQUIDATION OR DISSOLUTION. A Covered Person files a
            certificate of dissolution under applicable state Law or is
            liquidated or dissolved or suspends or terminates the operation of
            its business, or has commenced against it any action or proceeding
            for its liquidation or dissolution or the winding up of its
            business, or takes any corporate action in furtherance thereof,
            except in connection with the consolidation of such a Covered Person
            and its assets with another Covered Person and its assets.

            17.1.12. SEIZURE OF ASSETS. All or any material part of the property
            of any Covered Person is nationalized, expropriated, seized or
            otherwise appropriated, or custody or control of such property or of
            any Covered Person shall be assumed by any Governmental Authority or
            any court of competent jurisdiction at the instance of any
            Governmental Authority, unless the same is being contested in good
            faith by proper proceedings diligently pursued and a stay of
            enforcement is in effect.

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<PAGE>

            17.1.13. RACKETEERING PROCEEDING. There is filed against any Covered
            Person any civil or criminal action, suit or proceeding under any
            federal or state racketeering statute (including, without
            limitation, the Racketeer Influenced and Corrupt Organization Act of
            1970), which action, suit or proceeding is not dismissed within 120
            days and would be reasonably likely to result in the confiscation or
            forfeiture of a material portion of the assets of the Covered
            Persons, taken as a whole.

            17.1.14. LOAN DOCUMENTS. For any reason other than the failure of
            Administrative Agent to take any required action, any Loan Document
            ceases to be in full force and effect or is terminated, revoked or
            declared void or invalid other than in accordance with this
            Agreement.

            17.1.15. GUARANTY; GUARANTOR. Any Guaranty ceases to be in full
            force and effect or any action is taken to discontinue or assert the
            invalidity or unenforceability of any Guaranty, or any
            representation or warranty of any Guarantor therein is false in any
            material respects, or any Guarantor denies that it has any further
            liability under any Guaranty or gives notice to Administrative Agent
            to such effect.

      17.2. CROSS DEFAULT. An Event of Default under this Agreement will
      automatically and immediately constitute a default under all other Loan
      Documents without regard to any requirement therein for the giving of
      notice or the passing of time.

      17.3. RIGHTS AND REMEDIES.

            17.3.1. TERMINATION OF COMMITMENTS. Upon an Event of Default
            described in Section 17.1.8, the Commitments shall be deemed
            canceled. Upon any other Event of Default, and at any time
            thereafter, Required Lenders may cancel the Commitments. Such
            cancellation may be, in either case, without presentment, demand or
            notice of any kind, which Borrower expressly waives.

            17.3.2. ACCELERATION. Upon an Event of Default described in Section
            17.1.8, all of the outstanding Loan Obligations shall automatically
            become immediately due and payable. Upon any other Event of Default,
            and at any time thereafter, Required Lenders may declare all of the
            outstanding Loan Obligations immediately due and payable. Such
            acceleration may be, in either case, without presentment, demand or
            notice of any kind, which Borrower expressly waives.

            17.3.3. RIGHT OF SETOFF. So long as there is any Event of Default in
            existence, each Lender is hereby authorized, without notice to
            Borrower (any such notice being expressly waived by Borrower), to
            the fullest extent permitted by law, to set off and apply against
            the Loan Obligations any and all deposits (general or special, time
            or demand, provisional or final) at any time held, or any other
            Indebtedness at any time owing by such Lender (or its Affiliate) to
            or for the credit or the account of Borrower, irrespective of
            whether or not such Lender shall have made any demand under this
            Agreement or the Notes or any Guaranty and

                                       50
<PAGE>

            although such Loan Obligations may be unmatured. The rights of each
            Lender under this Section are in addition to other rights and
            remedies (including, without limitation, other rights of setoff)
            which such Lender may otherwise have. All amounts received by each
            Lender on account of the Loan Obligations pursuant to this Section
            shall be paid over promptly to Administrative Agent for distribution
            to Lenders as provided in this Agreement and shall be applied as
            provided in this Agreement.

            17.3.4. JOINT AND SEVERAL. Each Obligation and liability to the
            Letter of Credit Issuer, Administrative Agent and each Lender of
            Borrower, including, without limitation, the Loan Obligations, are
            the joint and several obligations of Borrower, and each Guarantor
            and Administrative Agent may proceed directly against Borrower, any
            Guarantor, all of the foregoing, or any one of the foregoing or any
            combination of the foregoing, without first proceeding against
            Borrower, or without joining all Persons liable or potentially
            liable for any portion of the Loan Obligations in one action.

            17.3.5. MISCELLANEOUS. Upon the occurrence of an Event of Default
            and at any time thereafter so long as such Event of Default is
            continuing, Lenders may exercise any other rights and remedies
            available to Lenders under the Loan Documents or otherwise available
            to Lenders at law or in equity.

      17.4. APPLICATION OF FUNDS. Any funds received by Lenders or
      Administrative Agent for the benefit of Lenders with respect to any Loan
      Obligation after its Maturity, shall be applied as follows: (i) first, to
      reimburse Lenders pro-rata for any amounts due to Lenders under Section
      20.9; (ii) second, to reimburse to Administrative Agent all unreimbursed
      costs and expenses paid or incurred by Administrative Agent that are
      payable or reimbursable by Borrower hereunder; (iii) third, to reimburse
      to Lenders pro-rata all unreimbursed costs and expenses paid or incurred
      by Lenders (including costs and expenses incurred by Administrative Agent
      as a Lender that are not reimbursable as provided in the preceding clause)
      that are payable or reimbursable by Borrower hereunder; (iv) fourth, to
      the payment of accrued and unpaid fees due hereunder and all other amounts
      due hereunder (other than the Loans and interest accrued thereon); (v)
      fifth, to the payment of the Loans of each of the Lenders and interest
      accrued thereon (which payments shall be pro rata to each of the Lenders
      in accordance with the amount of the Loans outstanding) and to the payment
      (pari passu with the foregoing) of any Interest Hedge Obligations (vi)
      sixth, to the payment of the other Loan Obligations. Any remaining amounts
      shall be applied to payment of all the Obligations to Administrative
      Agent. Any further remaining amounts shall be paid to Borrower or such
      other Persons as shall be legally entitled thereto. Except as expressly
      provided otherwise herein, Lenders may apply and reverse and reapply,
      payments to the Loan Obligations in such order and manner as Lenders
      determine in their absolute discretion. Borrower hereby irrevocably waives
      the right to direct the application of payments.

18.   ADMINISTRATIVE AGENT AND LENDERS.

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      18.1. APPOINTMENT, POWERS, AND IMMUNITIES. LaSalle is hereby appointed
      Administrative Agent hereunder and under each of the other Loan Documents.
      Each Lender hereby irrevocably appoints and authorizes Administrative
      Agent to act as its agent under this Agreement and the other Loan
      Documents with such powers and discretion as are specifically delegated to
      Administrative Agent by the terms of this Agreement and the other Loan
      Documents, together with such other powers as are reasonably incidental
      thereto. Administrative Agent (which term as used in this sentence and in
      Section 18.5 and the first sentence of Section 18.6 hereof shall include
      its affiliates and its own and its affiliates' officers, directors,
      employees, and agents): (a) shall not have any duties or responsibilities
      except those expressly set forth in this Agreement and shall not be a
      trustee or fiduciary for any Lender; (b) shall not be responsible to the
      Lenders for any recital, statement, representation, or warranty (whether
      written or oral) made in or in connection with any Loan Document or any
      certificate or other document referred to or provided for in, or received
      by any of them under, any Loan Document, or for the value, validity,
      effectiveness, genuineness, enforceability, or sufficiency of any Loan
      Document, or any other document referred to or provided for therein or for
      any failure by any Covered Person or any other Person to perform any of
      its obligations thereunder; (c) shall not be responsible for or have any
      duty to ascertain, inquire into, or verify the performance or observance
      of any covenants or agreements by any Covered Person or the satisfaction
      of any condition or to inspect the property (including the books and
      records) of any Covered Person or any of its Subsidiaries or affiliates;
      (d) shall not be required to initiate or conduct any litigation or
      collection proceedings under any Loan Document; and (e) shall not be
      responsible for any action taken or omitted to be taken by it under or in
      connection with any Loan Document, except for its own gross negligence or
      willful misconduct. Administrative Agent may employ agents and
      attorneys-in-fact and shall not be responsible for the negligence or
      misconduct of any such agents or attorneys-in-fact selected by it with
      reasonable care. Each Lender hereby authorizes LaSalle, in its capacity as
      Administrative Agent hereunder, to execute the Intercreditor Agreement in
      connection with the issuance by Borrower of Parity Debt. Notwithstanding
      the foregoing, the Administrative Agent shall not be obligated to execute
      the Intercreditor Agreement or any other document or instrument related to
      the Parity Debt on behalf of the other Lenders.

      18.2. RELIANCE BY ADMINISTRATIVE AGENT. Administrative Agent shall be
      entitled to rely upon any certification, notice, instrument, writing, or
      other communication (including, without limitation, any thereof by
      telephone or telecopy) believed by it to be genuine and correct and to
      have been signed, sent or made by or on behalf of the proper Person or
      Persons, and upon advice and statements of legal counsel (including
      counsel for any Covered Person), independent accountants, and other
      experts selected by Administrative Agent. Administrative Agent may deem
      and treat the payee of any Note as the holder thereof for all purposes
      hereof unless and until Administrative Agent receives and accepts an
      Assignment and Acceptance executed in accordance with Section 20.4 hereof.
      As to any matters not expressly provided for by this Agreement,
      Administrative Agent shall not be required to exercise any discretion or
      take any action, but shall be required to act or to refrain from acting
      (and shall be fully protected in so acting or refraining from acting) upon
      the instructions of the Required Lenders, and such instructions shall be
      binding on all of the Lenders; provided, however, that

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<PAGE>

      Administrative Agent shall not be required to take any action that exposes
      Administrative Agent to personal liability or that is contrary to any Loan
      Document or applicable law or unless it shall first be indemnified to its
      satisfaction by the Lenders against any and all liability and expense
      which may be incurred by it by reason of taking any such action.

      18.3. EMPLOYMENT OF AGENTS AND COUNSEL. Administrative Agent may execute
      any of its duties hereunder by or through employees, agents, and
      attorneys-in-fact and shall not be liable to any Lender, except with
      respect to money or securities received by it or such agents or
      attorneys-in-fact, for the default or misconduct of any such agents or
      attorneys-in-fact selected by it with reasonable care. Administrative
      Agent shall be entitled to advice of counsel concerning all matters
      pertaining to the agency hereby created and its duties hereunder and shall
      not be liable to any Lender for acting or failing to act as advised by
      such counsel, except where doing so violates an express obligation of
      Administrative Agent under the Loan Documents.

      18.4. DEFAULTS. Administrative Agent shall not be deemed to have knowledge
      or notice of the occurrence of a Default or Event of Default unless
      Administrative Agent has received written notice from a Lender or the
      Borrower specifying such Default or Event of Default and stating that such
      notice is a Notice of Default. In the event that Administrative Agent
      receives such a notice of the occurrence of a Default or Event of Default,
      Administrative Agent shall give notice thereof to the Lenders.
      Administrative Agent shall (subject to Section 18.2 hereof) take such
      action with respect to such Default or Event of Default as shall
      reasonably be directed by the Required Lenders, provided that, unless and
      until Administrative Agent shall have received such directions,
      Administrative Agent may (but shall not be obligated to) take such action,
      or refrain from taking such action, with respect to such Default or Event
      of Default as it shall deem advisable in the best interest of the Lenders.

      18.5. RIGHTS AS LENDER. With respect to its Commitment and the Loans made
      by it, LaSalle (and any successor acting as Administrative Agent) in its
      capacity as a Lender hereunder shall have the same rights and powers
      hereunder as any other Lender and may exercise the same as though it were
      not acting as Administrative Agent, and the term Lender or Lenders shall,
      unless the context otherwise indicates, include Administrative Agent in
      its individual capacity. LaSalle (and any successor acting as
      Administrative Agent) and its affiliates may (without having to account
      therefor to any Lender) accept deposits from, lend money to, make
      investments in, provide services to, and generally engage in any kind of
      lending, trust, or other business with any Covered Person or any of its
      Subsidiaries or Affiliates as if it were not acting as Administrative
      Agent, and LaSalle (and any successor acting as Administrative Agent) and
      its Affiliates may accept fees and other consideration from any Covered
      Person or any of its Subsidiaries or Affiliates for services in connection
      with this Agreement or otherwise without having to account for the same to
      Lenders. The Lenders acknowledge that, pursuant to such activities,
      Administrative Agent or its Affiliates may receive information regarding
      Borrower or its Affiliates (including information that may be subject to
      confidentiality obligations in favor of Borrower or such Affiliates) and
      acknowledge that Administrative Agent shall be under no obligation to
      provide such information to the Lenders.

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<PAGE>

      18.6. INDEMNIFICATION. Whether or not the transactions contemplated hereby
      are consummated, Lenders agree to reimburse and indemnify Administrative
      Agent upon demand (to the extent not reimbursed under Section 20.8, but
      without limiting the obligations of Borrower under Section 20.8) ratably
      in accordance with their respective Commitments, for any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments,
      suits, costs, expenses (including attorneys' fees), or disbursements of
      any kind and nature whatsoever that may be imposed on, incurred by or
      asserted against Administrative Agent (including by any Lender) in any way
      relating to or arising out of any Loan Document or the transactions
      contemplated thereby or any action taken or omitted by Administrative
      Agent under any Loan Document; provided that no Lender shall be liable for
      any of the foregoing to the extent they arise from the gross negligence or
      willful misconduct of the Person to be indemnified. Without limitation of
      the foregoing, each Lender agrees to reimburse Administrative Agent
      promptly upon demand for its ratable share of any costs or expenses
      payable by Borrower under Section 20.8, to the extent that Administrative
      Agent is not promptly reimbursed for such costs and expenses by Borrower.
      The agreements contained in this Section shall survive payment in full of
      the Loans and all other amounts payable under this Agreement.

      18.7. NOTIFICATION OF LENDERS. Each Lender agrees to use its good faith
      efforts, upon becoming aware of anything which has or is reasonably likely
      to have a Material Adverse Effect on any Covered Person, to promptly
      notify Administrative Agent thereof. Administrative Agent shall promptly
      deliver to each Lender copies of every written notice, demand, report
      (including any financial report), or other writing which Administrative
      Agent gives to or receives from Borrower and which itself (a) constitutes,
      or which contains information about, something that has or is reasonably
      likely to have a Material Adverse Effect on any Covered Person, or (b) is
      otherwise delivered to Administrative Agent by Borrower pursuant to the
      Loan Documents and is deemed material information by Administrative Agent
      in its sole discretion. Administrative Agent and its directors, officers,
      agents, and employees shall have no liability to any Lender for failure to
      deliver any such item to such Lender unless the failure constitutes gross
      negligence or willful misconduct.

      18.8. NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender acknowledges
      that Administrative Agent has not made any representation or warranty to
      it, and that no act by the Administrative Agent hereafter taken, including
      any review of the affairs of Borrower and its Affiliates, shall be deemed
      to constitute any representation or warranty by Administrative Agent to
      any Lender. Each Lender agrees that it has, independently and without
      reliance on Administrative Agent or any other Lender, and based on such
      documents and information as it has deemed appropriate, made its own
      credit analysis of the Covered Persons and their Subsidiaries and decision
      to enter into this Agreement and that it will, independently and without
      reliance upon Administrative Agent or any other Lender, and based on such
      documents and information as it shall deem appropriate at the time,
      continue to make its own analysis and decisions in taking or not taking
      action under the Loan Documents. Except for notices, reports, and other
      documents and information expressly required to be furnished to Lenders by
      Administrative Agent hereunder, Administrative Agent shall not have any
      duty or responsibility to provide any Lender with any credit or other
      information concerning the affairs, financial condition, or

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<PAGE>

      business of any Covered Person or any of its Subsidiaries or Affiliates
      that may come into the possession of Administrative Agent or any of its
      Affiliates.

      18.9. RESIGNATION. Administrative Agent may resign at any time by giving
      notice thereof to the Lenders and Borrower. Upon any such resignation, the
      Required Lenders shall have the right to appoint a successor
      Administrative Agent, which shall be a commercial bank organized under the
      laws of the United States of America having a combined capital and surplus
      of at least $1,000,000,000.00. If no successor Administrative Agent shall
      have been so appointed by the Required Lenders and shall have accepted
      such appointment within thirty (30) days after the retiring Administrative
      Agent's giving of notice of resignation, then the retiring Administrative
      Agent may, on behalf of the Lenders, appoint a successor Administrative
      Agent which shall be a commercial bank organized under the laws of the
      United States of America having combined capital and surplus of at least
      $1,000,000,000.00. Upon the acceptance of any appointment as
      Administrative Agent hereunder by a successor, such successor shall
      thereupon succeed to and become vested with all the rights, powers,
      discretion, privileges, and duties of the retiring Administrative Agent,
      and the retiring Administrative Agent shall be discharged from its duties
      and obligations hereunder. If no successor has accepted appointment as
      Administrative Agent within thirty (30) days after the date on which
      Administrative Agent first attempts to appoint a successor Administrative
      Agent, the resigning Administrative Agent's resignation shall nevertheless
      thereupon become effective and the Lenders shall perform all of the duties
      of the Administrative Agent hereunder until such time, if any, as the
      Required Lenders appoint a successor which accepts such appointment. After
      any retiring Administrative Agent's resignation hereunder as
      Administrative Agent, the provisions of this Section 18.9 shall continue
      in effect for its benefit in respect of any actions taken or omitted to be
      taken by it while it was acting as Administrative Agent.

      18.10. COLLECTIONS AND DISTRIBUTIONS TO LENDERS BY ADMINISTRATIVE AGENT.
      Except as otherwise provided in this Agreement, all payments of interest,
      fees, principal and other amounts received by Administrative Agent for the
      account of Lenders shall be distributed by Administrative Agent to Lenders
      in accordance with their Pro-Rata Shares of the outstanding Loan
      Obligations at the time of such distribution on the same Business Day when
      received, unless received after 1:00 p.m. (Local Time) in which case they
      shall be so distributed by 1:00 p.m. (Local Time) on the next Business
      Day. All amounts received by any Lender on account of the Loan
      Obligations, including amounts received by way of setoff, shall be paid
      over promptly to Administrative Agent for distribution to Lenders as
      provided above in this Section. Such distributions shall be made according
      to instructions that each Lender may give to Administrative Agent from
      time to time.

      18.11. LENDER AS NON-U.S. PARTICIPANT. To the extent permitted by
      applicable law, each lender that is not a United States person within the
      meaning of Code Section 7701(a)(30) (a "Non-U.S. Participant") shall
      deliver to the Borrower and the Administrative Agent on or prior to the
      initial Advance (or in the case of a Lender that is an Assignee, on the
      date of such assignment to such Lender) two accurate and complete original
      signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or
      other applicable form prescribed by the IRS) certifying to such Lender's
      entitlement to a

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<PAGE>

      complete exemption from, or a reduced rate in, United States withholding
      tax on interest p0ayments to be made hereunder or any Loan. If a Lender
      that is a Non-U.S. Participant is claiming a complete exemption from
      withholding on interest pursuant to Code Sections 871(h) or 881(c), the
      Lender shall deliver (along with two accurate and complete original signed
      copies of IRS Form W-8BEN) a certificate in form and substance reasonably
      acceptable to Administrative Agent (any such certificate, a "Withholding
      Certificate"). In addition, each Lender that is a Non-U.S. Participant
      agrees that from time to time after the date hereof (or in the case of a
      Lender that is an Assignee, after the date of the assignment to such
      Lender), when a lapse in time (or change in circumstances occurs) renders
      the prior certificates hereunder obsolete or inaccurate in any material
      respect, such Lender shall, to the extent permitted under applicable law,
      deliver to the Company and the Administrative Agent two new and accurate
      and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or
      W-8IMY (or any successor or other applicable forms prescribed by the IRS),
      and if applicable, a new Withholding Certificate, to confirm or establish
      the entitlement of such Lender or the Administrative Agent to an exemption
      form, or reduction in, United States withholding tax on interest payments
      to be made hereunder or any Loan.

            Each Lender that is not a Non-U.S. Participant (other than any such
      Lender which is taxed as a corporation for U.S. federal income tax
      purposes) shall provide two properly completed and duly executed copies of
      IRS Form W-9 (or any successor or other applicable form) to the Borrower
      and the Administrative Agent certifying that such Lender is exempt from
      United States backup withholding tax. To the extent that a form provided
      pursuant to this Section is rendered obsolete or inaccurate in any
      material respects as result of change in circumstances with respect to the
      status of a Lender, such Lender shall, to the extent permitted by
      applicable law, deliver to the Borrower and the Administrative Agent
      revised forms necessary to confirm or establish the entitlement to such
      Lender's or Agent's exemption from United States backup withholding tax.
      The Borrower shall not be required to pay additional amounts to a Lender,
      or indemnify any lender, under this Section, to the extent that such
      obligations would not have arisen but for the failure of such Lender to
      comply with this Section.

            Each Lender agrees to indemnify the Administrative Agent and hold
      the Administrative Agent harmless for the full amount of any and all
      present or future Taxes and related liabilities (including penalties,
      interest, additions to tax and expenses, and any Taxes imposed by any
      jurisdiction on amounts payable to the Administrative Agent under this
      Section) which are imposed on or with respect to principal, interest or
      fees payable to such Lender hereunder and which are not paid by the
      Borrower pursuant to this Section, whether or not such Taxes or related
      liabilities were correctly or legally asserted. This indemnification shall
      be made within 30 days from the date the Administrative Agent makes
      written demand therefor.

19.   CHANGE IN CIRCUMSTANCES.

      19.1. COMPENSATION FOR INCREASED COSTS AND REDUCED RETURNS.

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            19.1.1. LAW CHANGES OR TAX IMPOSITIONS. If, after the Execution
            Date, the adoption of any applicable Law or any change in any
            applicable Law or any change in the interpretation or administration
            thereof by any Governmental Authority charged with the
            interpretation or administration thereof, or compliance by any
            Lender (or its Applicable Lending Office) with any request or
            directive (whether or not having the force of law) of any such
            Governmental Authority, central bank, or comparable agency:

                  19.1.1.1. Subjects such Lender (or its Applicable Lending
                  Office) to any Tax with respect to any Eurodollar Loans or its
                  obligation to make Eurodollar Loans, or change the basis of
                  taxation of any amounts payable to such Lender (or its
                  Applicable Lending Office) under this Agreement in respect of
                  any Eurodollar Loans (other than Taxes imposed on the overall
                  net income of such Lender by the jurisdiction in which such
                  Lender has its principal office or such Applicable Lending
                  Office);

                  19.1.1.2. Imposes, modifies, or deems applicable any reserve,
                  special deposit, assessment or similar requirement (other than
                  the reserve requirement utilized in the determination of the
                  Eurodollar Rate) relating to any extensions of credit or other
                  assets of, or any deposits with or other liabilities or
                  commitments of, such Lender (or its Applicable Lending
                  Office), including the Commitment of such Lender hereunder; or

                  19.1.1.3. Imposes on such Lender (or its Applicable Lending
                  Office) or on the United States market for certificates of
                  deposit or the London Interbank market any other condition
                  affecting this Agreement, its Commitments or its Note or any
                  of such extensions of credit or liabilities or commitments;

            and the result of any of the foregoing is to increase the cost to
            such Lender (or its Applicable Lending Office) of making, converting
            into, continuing, or maintaining any Loans or to reduce any sum
            received or receivable by such Lender (or its Applicable Lending
            Office) under this Agreement or any of its Notes with respect to any
            Loans, then Borrower shall pay to such Lender on demand such amount
            or amounts as will compensate such Lender for such increased cost or
            reduction. If any Lender requests compensation by Borrower under
            this Section 19.1.1, Borrower may, by notice to such Lender (with a
            copy to Administrative Agent), suspend the obligation of such Lender
            to make or continue Loans of the type with respect to which such
            compensation is requested, or to convert Loans of any other type
            into Loans of such type, until the event or condition giving rise to
            such request ceases to be in effect (in which case the provisions of
            Section 19.5 shall be applicable); provided, however, that such
            suspension shall not affect the right of such Lender to receive the
            compensation so requested.

            19.1.2. CAPITAL ADEQUACY. If, after the Execution Date, any Lender
            shall have determined that the adoption of any applicable Law
            regarding capital adequacy or

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<PAGE>

            any change therein or in the interpretation or administration
            thereof by any governmental authority, central bank, or comparable
            agency charged with the interpretation or administration thereof, or
            any request or directive regarding capital adequacy (whether or not
            having the force of law) of any such governmental authority, central
            bank, or comparable agency, has or would have the effect of reducing
            the rate of return on the capital of such Lender or any corporation
            controlling such Lender as a consequence of such Lender's
            obligations hereunder to a level below that which such Lender or
            such corporation could have achieved but for such adoption, change,
            request, or directive (taking into consideration its policies with
            respect to capital adequacy), then from time to time upon demand
            Borrower shall pay to such Lender such additional amount or amounts
            as will compensate such Lender for such reduction.

            19.1.3. NOTICE TO BORROWER. Each Lender shall promptly notify
            Borrower and Administrative Agent of any event of which it has
            knowledge, occurring after the date hereof, which will entitle such
            Lender to compensation pursuant to this Section 19.1 and will
            designate a different Applicable Lending Office if such designation
            will avoid the need for, or reduce the amount of, such compensation
            and will not, in the judgment of such Lender, be otherwise
            disadvantageous to it. Any Lender claiming compensation under this
            Section 19.1 shall furnish to Borrower and Administrative Agent a
            statement setting forth the additional amount or amounts to be paid
            to it hereunder which shall be conclusive in the absence of manifest
            error. In determining such amount, such Lender may use any
            reasonable averaging and attribution methods.

      19.2. MARKET FAILURE. If on or prior to the first day of any Interest
      Period for any Eurodollar Loan:

            19.2.1. Administrative Agent determines (which determination shall
            be conclusive) that by reason of circumstances affecting the
            relevant market, adequate and reasonable means do not exist for
            ascertaining the Eurodollar Rate for such Interest Period; or

            19.2.2. the Required Lenders determine (which determination shall be
            conclusive) and notify Administrative Agent that the Eurodollar Rate
            will not adequately and fairly reflect the cost to the Lenders of
            funding Eurodollar Loans for such Interest Period;

      then Administrative Agent shall give Borrower prompt notice thereof, and
      so long as such condition remains in effect, the Lenders shall be under no
      obligation to make additional Eurodollar Loans, continue Eurodollar Loans,
      or to convert Eurodollar Loans and Borrower shall, on the last day(s) of
      the then current Interest Period(s) for the outstanding Eurodollar Loans
      either prepay such Loans or convert such Loans into Base Rate Loans in
      accordance with the terms of this Agreement.

      19.3. ILLEGALITY. Notwithstanding any other provision of this Agreement,
      in the event that it becomes unlawful for any Lender or its Applicable
      Lending Office to make,

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<PAGE>

      maintain, or fund Eurodollar Loans hereunder, then such Lender shall
      promptly notify Borrower thereof and such Lender's obligation to make,
      continue Eurodollar Loans or convert Base Rate Loans into Eurodollar Loans
      shall be suspended until such time as such Lender may again make,
      maintain, and fund Eurodollar Loans (in which case the provisions of
      Section 19.5 shall be applicable).

      19.4. COMPENSATION. Upon the request of any Lender, Borrower shall pay to
      such Lender such amount or amounts as shall be sufficient (in the
      reasonable opinion of such Lender) to compensate it for any loss, cost, or
      expense (including loss of anticipated profits) incurred by it as a result
      of:

            19.4.1. any payment, prepayment, or conversion of a Eurodollar Loan
            for any reason (including, without limitation, the acceleration of
            the Loans pursuant to the terms hereof) on a date other than the
            last day of the Interest Period for such Eurodollar Loan; or

            19.4.2. any failure by Borrower for any reason to borrow, convert,
            continue, or prepay a Eurodollar Loan on the date for such
            borrowing, conversion, continuation, or prepayment specified in the
            relevant notice of borrowing, prepayment, continuation, or
            conversion under this Agreement.

      If a Lender claims compensation under this Section 19.4, such Lender shall
      furnish a certificate to Borrower that states the amount to be paid to it
      hereunder and includes a description of the method used by such Lender in
      calculating such amount. Borrower shall have the burden of proving that
      the amount of any such compensation calculated by a Lender is not correct.
      Any compensation payable by Borrower to a Lender under this Section 19.4
      shall be payable without regard to whether such Lender has funded its
      Pro-Rata Share of any Eurodollar Advance or Eurodollar Loan through the
      purchase of deposits in an amount or of a maturity corresponding to the
      deposits used as a reference in determining the Eurodollar Rate.

      19.5. TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to make
      Eurodollar Loans or to continue any Eurodollar Loans, or to convert any
      Base Rate Loan into a Eurodollar Loan shall be suspended pursuant to
      Section 19.1, 19.2, or 19.3 (such Loans being herein called Affected
      Loans), such Lender's Affected Loans shall be automatically and
      immediately converted into Base Rate Loans on the last day(s) of the then
      current Interest Period(s) for Affected Loans (or, in the case of a
      conversion required by Section 19.3, on such earlier date as such Lender
      may specify to Borrower with a copy to Administrative Agent) and, unless
      and until such Lender gives notice as provided below that the
      circumstances specified in Section 19.1, 19.2, or 19.3 that gave rise to
      such conversion no longer exist:

            19.5.1. to the extent that such Lender's Affected Loans have been so
            converted, all payments and prepayments of principal that would
            otherwise be applied to such Lender's Affected Loans shall continue
            to be made and applied as provided for herein; and

                                       59
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            19.5.2. all Loans that would otherwise be made or continued by such
            Lender as Eurodollar Loans shall be made or continued instead as
            Base Rate Loans, and all Loans of such Lender that would otherwise
            be converted into Eurodollar Loans shall be converted instead into
            (or shall remain as) Base Rate Loans.

      If such Lender gives notice to Borrower (with a copy to Administrative
      Agent) that the circumstances specified in Section 19.1, 19.2, or 19.3
      hereof that gave rise to the conversion of such Lender's Affected Loans
      pursuant to this Section 19.5 no longer exist (which such Lender agrees to
      do promptly upon such circumstances ceasing to exist) at a time when Loans
      of the type of the Affected Loans made by other Lenders are outstanding,
      such Lender's Base Rate Loans shall be automatically converted, on the
      first day(s) of the next succeeding Interest Period(s) for such
      outstanding Loans of the type of the Affected Loans, to the extent
      necessary so that, after giving effect thereto, all Loans held by the
      Lenders holding Loans of the type of the Affected Loans and by such Lender
      are held pro rata (as to principal amounts, type of interest, and Interest
      Periods) in accordance with their respective Commitments.

      19.6. TAXES.

            19.6.1. GROSS-UP. Any and all payments by Borrower to or for the
            account of any Lender or the Administrative Agent hereunder or under
            any other Loan Document shall be made free and clear of and without
            deduction for any and all Taxes, whether imposed now or in the
            future, excluding, in the case of each Lender and the Administrative
            Agent, Taxes imposed on its income, and franchise Taxes imposed on
            it, by the jurisdiction under the Laws of which such Lender (or its
            Applicable Lending Office) or the Administrative Agent (as the case
            may be) is organized or any political subdivision thereof. If
            Borrower is required by Law to deduct any Taxes from or in respect
            of any sum payable under this Agreement or any other Loan Document
            to any Lender or the Administrative Agent, (i) the sum payable will
            be increased as necessary so that after making all required
            deductions (including deductions applicable to additional sums
            payable under this Section 19.6) such Lender or the Administrative
            Agent receives an amount equal to the sum it would have received had
            no such deductions been made, (ii) Borrower shall make such
            deductions, (iii) Borrower shall pay the full amount deducted to the
            relevant taxation authority or other authority in accordance with
            applicable Law, and (iv) Borrower shall furnish to Administrative
            Agent, at its address referred to herein, the original or a
            certified copy of a receipt evidencing payment thereof. In addition,
            Borrower agrees to pay any and all present or future stamp or
            documentary taxes and any other excise or property taxes or charges
            or similar levies which arise from any payment made under this
            Agreement or any other Loan Document or from the execution or
            delivery of, or otherwise with respect to, this Agreement or any
            other Loan Document (hereinafter referred to as Impositions).
            Borrower agrees to indemnify each Lender and the Administrative
            Agent for the full amount of Taxes and Impositions (including,
            without limitation, any Taxes or Impositions imposed or asserted by
            any jurisdiction on amounts payable under this Section 19.6) paid by
            such Lender or the Administrative Agent (as the case may be) and any
            liability (including penalties, interest and expenses)

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            arising therefrom or with respect thereto. Within 30 days after the
            date of any payment of Taxes, Borrower shall furnish to
            Administrative Agent the original or a certified copy of the receipt
            evidencing such payment.

            19.6.2. LENDERS' UNDERTAKINGS.

                  19.6.2.1. Each Lender organized under the Laws of a
                  jurisdiction outside the United States, on or prior to the
                  date of its execution and delivery of this Agreement in the
                  case of each Lender listed on the signature pages hereof and
                  on or prior to the date on which it becomes a Lender in the
                  case of each other Lender, and from time to time thereafter if
                  requested in writing by Borrower or Administrative Agent (but
                  only so long as such Lender remains lawfully able to do so),
                  shall provide Borrower and Administrative Agent with (i)
                  Internal Revenue Service Form 1001 or 4224, as appropriate, or
                  any successor form prescribed by the Internal Revenue Service,
                  certifying that such Lender is entitled to benefits under an
                  income tax treaty to which the United States is a party which
                  reduces the rate of withholding Tax on payments of interest or
                  certifying that the income receivable pursuant to this
                  Agreement is effectively connected with the conduct of a trade
                  or business in the United States, (ii) Internal Revenue
                  Service Form W-8 or W-9, as appropriate, or any successor form
                  prescribed by the Internal Revenue Service, and (iii) any
                  other form or certificate required by any Governmental
                  Authority (including any certificate required by Sections
                  871(h) and 881(c) of the Internal Revenue Code), certifying
                  that such Lender is entitled to an exemption from or a reduced
                  rate of Tax on payments pursuant to this Agreement or any of
                  the other Loan Documents. For any period with respect to which
                  a Lender has failed to provide Borrower and Administrative
                  Agent with the appropriate form pursuant to this Section
                  19.6.2 (unless such failure is due to a change in treaty or
                  Law occurring subsequent to the date on which a form
                  originally was required to be provided), such Lender shall not
                  be entitled to indemnification under Section 19.6.1 with
                  respect to Taxes imposed by the United States; provided,
                  however, that should a Lender, which is otherwise exempt from
                  or subject to a reduced rate of withholding tax, become
                  subject to Taxes because of its failure to deliver a form
                  required hereunder, Borrower shall take such steps as such
                  Lender shall reasonably request to assist such Lender to
                  recover such Taxes.

                  19.6.2.2. If Borrower is required to pay additional amounts to
                  or for the account of any Lender or Administrative Agent
                  pursuant to this Section 19.6.2, then such Lender or the
                  Administrative Agent will agree to use reasonable efforts to
                  change the jurisdiction of its Applicable Lending Office so as
                  to eliminate or reduce any such additional payment which may
                  thereafter accrue if such change, in the judgment of such
                  Lender or the Administrative Agent, as the case may be, is not
                  otherwise

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                  disadvantageous to such Lender or the Administrative Agent, as
                  the case may be.

            19.6.3. SURVIVAL OF BORROWER'S OBLIGATIONS. Without prejudice to the
            survival of any other agreement of Borrower hereunder, the
            agreements and obligations of Borrower contained in this Section
            19.6 shall survive the termination of the Commitments, the
            expiration of the Letters of Credit, and the indefeasible full
            payment and satisfaction of all of the Loan Obligations.

      19.7. USURY. Notwithstanding any provisions to the contrary in Section 4
      or elsewhere in any of the Loan Documents, Borrower shall not be obligated
      to pay interest at a rate which exceeds the maximum rate permitted by Law.
      If, but for this Section 19.7, Borrower would be deemed obligated to pay
      interest at a rate which exceeds the maximum rate permitted by Law, or if
      any of the Loan Obligations is paid or becomes payable before its
      originally scheduled Maturity and as a result Borrower has paid or would
      be obligated to pay interest at such an excessive rate, then (i) Borrower
      shall not be obligated to pay interest to the extent it exceeds the
      interest that would be payable at the maximum rate permitted by Law; (ii)
      if the outstanding Loan Obligations have not been accelerated as provided
      in Section 17.3.2, any such excess interest that has been paid by Borrower
      shall be refunded; (iii) if the outstanding Loan Obligations have been
      accelerated as provided in Section 17.3.2, any such excess that has been
      paid by Borrower shall be applied to the Loan Obligations as provided in
      Section 17.4; and (iv) the effective rate of interest shall be deemed
      automatically reduced to the maximum rate permitted by Law.

20.   GENERAL.

      20.1. INTENTIONALLY DELETED.

      20.2. RIGHTS NOT EXCLUSIVE. Every right granted to Administrative Agent
      and Lenders hereunder or under any other Loan Document or allowed to it at
      law or in equity shall be deemed cumulative and may be exercised from time
      to time.

      20.3. SURVIVAL OF AGREEMENTS. All covenants and agreements made herein and
      in the other Loan Documents shall survive the execution and delivery of
      this Agreement, the Notes and other Loan Documents and the making of every
      Advance. All agreements, obligations and liabilities of Borrower under
      this Agreement concerning the payment of money to Administrative Agent and
      Lenders, including Borrower's obligations under Sections 20.8 and 20.9,
      but excluding the obligation to repay the Loans and interest accrued
      thereon, shall survive the repayment in full of the Loans and interest
      accrued thereon, whether or not indefeasible, the return of the Notes to
      Borrower, the termination of the Commitments and the expiration of all
      Letters of Credit.

      20.4. ASSIGNMENTS.

            20.4.1. PERMITTED ASSIGNMENTS. At any time after the Execution Date,
            any Lender may assign to one or more Eligible Assignees all or a
            portion of its rights and obligations under this Agreement
            (including all or a portion of the Notes

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            payable to it, its Commitments and its Loans), provided that the
            terms of assignment satisfy the following requirements:

                  20.4.1.1. Administrative Agent shall have accepted the
                  assignment, which acceptance shall not be unreasonably
                  withheld.

                  20.4.1.2. Each such assignment shall be of a constant, and not
                  a varying, percentage of all of the assigning Lender's rights
                  and obligations under this Agreement.

                  20.4.1.3. For each assignment involving the issuance and
                  transfer of Notes, the assigning Lender shall execute an
                  Assignment and Acceptance in the form attached hereto as
                  Exhibit 20.4.1 together with any Note subject to such
                  assignment and a processing fee of $3,500.00.

                  20.4.1.4. The minimum Commitment which may be assigned (which
                  must include the applicable portion of the assigning Lender's
                  Revolving Loan Commitment and Letter of Credit Commitment) is
                  $5,000,000.00, or such lesser amount which constitutes such
                  Lender's entire Commitment; provided, however, that no such
                  minimum shall apply between a Lender and its Affiliates, or
                  between one Lender and another Lender or an assignment of all
                  of a Lender's rights and obligations under this Agreement.

                  20.4.1.5. The assignee shall have an office located in the
                  United States and is otherwise an Eligible Assignee.

                  20.4.1.6. If there is no Event of Default in existence as of
                  the date of such assignment, Borrower shall have consented to
                  the assignment, which consent shall not be unreasonably
                  withheld.

            20.4.2. CONSEQUENCES AND EFFECT OF ASSIGNMENTS. From and after the
            effective date specified in any Assignment and Acceptance, the
            assignee shall be deemed and treated as a party to this Agreement
            and the Intercreditor Agreement and, to the extent that rights and
            obligations hereunder and under the Notes held by the assignor have
            been assigned or negotiated to the assignee pursuant to such
            Assignment and Acceptance, to have the rights and obligations of a
            Lender hereunder as fully as if such assignee had been named as a
            Lender in this Agreement and of a holder of such Notes, and the
            assignor shall, to the extent that rights and obligations hereunder
            or under such Notes have been assigned or negotiated by it pursuant
            to such Assignment and Acceptance, relinquish its rights and be
            released from its future obligations under this Agreement. If the
            assignee is not incorporated under the laws of the United States of
            America or a state thereof, it shall deliver to Borrower and
            Administrative Agent certification as to the exemption from
            deduction or withholding of Taxes in accordance with Section 19.6.

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            20.4.3. AGREEMENTS UPON ASSIGNMENT. By executing and delivering an
            Assignment and Acceptance, the assignor thereunder and the assignee
            confirm to and agree with each other and the other parties hereto
            substantially as follows: (i) the assignment made under such
            Assignment and Acceptance is made under such Assignment and
            Acceptance without recourse; (ii) such assignor makes no
            representation or warranty and assumes no responsibility with
            respect to the financial condition of any Covered Person or the
            performance or observance by any Covered Person of any of its Loan
            Obligations; (iii) such assignee confirms that it has received a
            copy of this Agreement, the Intercreditor Agreement, the Financial
            Statements and such other Loan Documents and other documents and
            information as it has deemed appropriate to make its own credit
            analysis and decision to enter into such Assignment and Acceptance;
            (iv) such assignee will, independently and without reliance upon
            Administrative Agent, such assignor, or any other Lender, and based
            on such documents and information as it deems appropriate at the
            time, continue to make its own credit decisions in taking or not
            taking action under this Agreement; (v) such assignee appoints and
            authorizes Administrative Agent to take such action as agent on its
            behalf and to exercise such powers under this Agreement and the
            other Loan Documents as are delegated to Administrative Agent by the
            terms hereof and thereof, together with such powers as are
            reasonably incidental thereto; and (vi) such assignee agrees that it
            will perform in accordance with their terms all of the obligations
            which by the terms of this Agreement and the Intercreditor Agreement
            are required to be performed by it as a Lender and a holder of a
            Note.

            20.4.4. REGISTER. Administrative Agent shall maintain at its address
            referred to herein a copy of each Assignment and Acceptance
            delivered to and accepted by it and a register for the recordation
            of the names and addresses of the Lenders and the Commitment of and
            principal amount of Loans owing to, each Lender from time to time
            (the Register). The entries in the Register shall be conclusive and
            binding for all purposes, absent manifest error, and Borrower,
            Administrative Agent and Lenders may treat each Person whose name is
            recorded in the Register as a Lender hereunder for all purposes of
            this Agreement. The Register shall be available for inspection by
            Borrower or any Lender at any reasonable time and from time to time
            upon reasonable prior notice. Upon its receipt of an Assignment and
            Acceptance executed by the parties thereto, together with any Note
            subject to such assignment and payment of the processing fee,
            Administrative Agent shall, if such Assignment and Acceptance has
            been completed and is in substantially the form of Exhibit 20.4.1
            hereto, (i) accept such Assignment and Acceptance, (ii) record the
            information contained therein in the Register and (iii) give prompt
            notice thereof to the parties thereto.

            20.4.5. NOTICE TO BORROWER OF ASSIGNMENT. Upon its receipt of an
            Assignment and Acceptance executed by an assigning Lender, if
            Administrative Agent accepts the assignment contemplated thereby,
            Administrative Agent shall give prompt notice thereof to Borrower.
            Borrower shall execute and deliver replacement Notes to the assignor
            and assignee as requested by Administrative Agent and necessary to
            give effect to the assignment. If Borrower fails or refuses to
            execute and deliver

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            such replacement Notes, Administrative Agent may, as agent and
            attorney-in-fact for Borrower, execute and deliver such replacement
            Notes on behalf of Borrower. Borrower hereby appoints Administrative
            Agent as its agent and attorney-in-fact for such purpose and
            acknowledges that such power is coupled with an interest and
            therefore irrevocable. Administrative Agent shall not have any
            liability to Borrower or anyone else, including any Lender, as a
            consequence of exercising such power in any instance.

            20.4.6. ASSIGNMENT TO FEDERAL RESERVE BANK. Notwithstanding any
            other provision set forth in this Agreement, any Lender may at any
            time assign and pledge all or any portion of its Loans and its Note
            to any Federal Reserve Bank as collateral security pursuant to
            Regulation A and any Operating Circular issued by such Federal
            Reserve Bank. No such assignment shall release the assigning Lender
            from its obligations hereunder.

      20.5. SALE OF PARTICIPATIONS. Each Lender may sell participations to one
      or more Persons (other than Borrower or an Affiliate of Borrower) in all
      or a portion of its rights and obligations under this Agreement (including
      all or a portion of its Commitment and its Loans); provided, however, that
      (i) such Lender's obligations under this Agreement shall remain unchanged,
      (ii) such Lender shall remain solely responsible to the other parties
      hereto for the performance of such obligations, (iii) the participant
      shall be entitled to the benefit of the yield protection provisions
      contained in Section 19 and the right of setoff contained in Section
      17.3.3, (iv) the amount of the participation shall be in a minimum amount
      of $1,000,000.00 or such lesser amount which constitutes such Lender's
      entire Commitment, provided, however, that no such minimum amount shall
      apply to participations between any of Lenders or between any Lender and
      any of its Affiliates; and (v) Borrower, the other Lenders and
      Administrative Agent shall continue to deal solely and directly with such
      Lender in connection with such Lender's rights and obligations under this
      Agreement, and such Lender shall retain the sole right to enforce the
      obligations of Borrower relating to its Loans, its Notes and its funding
      of Advances and to approve any amendment, modification, or waiver of any
      provision of this Agreement (other than amendments, modifications, or
      waivers that (a) decrease the amount of principal of the Loans, (b) reduce
      the rate at which interest is payable on the Loans, (c) extend the final
      maturity of the Notes, (d) increase its Commitment (if such increase is to
      be shared by any such Participant), or (e) release any Guarantor.
      Notwithstanding the foregoing, the sale of any such participations which
      require Borrower to file a registration statement with the SEC or under
      the securities Laws of any state shall not be permitted.

      20.6. INTENTIONALLY DELETED.

      20.7. INFORMATION. Any Lender or Administrative Agent may furnish any
      information concerning Borrower or any of its Subsidiaries in the
      possession of such Lender or Administrative Agent, as the case may be,
      from time to time to assignees and participants (including prospective
      assignees and participants), provided such assignees and participants
      shall agree to keep such information confidential.

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<PAGE>

      20.8. PAYMENT OF EXPENSES. Borrower agrees to pay or reimburse to
      Administrative Agent all of Administrative Agent's out-of-pocket costs
      incurred in connection with Administrative Agent's due diligence review
      before execution of the Loan Documents; the negotiation and preparation of
      proposals, a commitment letter and the Loan Documents; the syndication of
      the Loans; the administration of this Agreement, the Loan Documents and
      the Loans; the interpretation of any of the Loan Documents; any amendment
      of or supplementation to any of the Loan Documents; and any waiver,
      consent or forbearance with respect to any Default or Event of Default.
      Borrower agrees to pay or reimburse to each Lender all of such Lender's
      out-of-pocket costs incurred in connection with the enforcement of such
      Lender's rights and remedies under the Loan Documents after a Default or
      Event of Default. Administrative Agent's out-of-pocket costs may include
      but are not limited to the following, to the extent they are actually paid
      or incurred by Administrative Agent: the cost of searches for Security
      Interests existing against Covered Persons; recording and filing fees;
      appraisal fees; environmental consultant fees; litigation costs; and all
      attorneys' and paralegals' expenses and reasonable fees. Each Lender's
      out-of-pocket costs may include but are not limited to the following, to
      the extent they are actually paid or incurred by a Lender: litigation
      costs and all attorneys' and paralegals' expenses and reasonable fees.
      Attorneys' and paralegals' expenses may include but are not limited to
      filing charges; telephone, data transmission, facsimile and other
      communication costs; courier and other delivery charges; and photocopying
      charges. Litigation costs may include but are not limited to filing fees,
      deposition costs, expert witness fees, expenses of service of process, and
      other such costs paid or incurred in any administrative, arbitration, or
      court proceedings involving a Lender and any Covered Person, including
      proceedings under the Federal Bankruptcy Code. All costs which Borrower is
      obligated to pay or reimburse Administrative Agent or the Lenders are Loan
      Obligations payable to Administrative Agent or Lender, as applicable, and
      are payable on demand by Administrative Agent or such Lender.

      20.9. GENERAL INDEMNITY.

            20.9.1. Borrower agrees to indemnify and hold harmless
            Administrative Agent and each Lender and each of their Affiliates
            and their respective officers, directors, employees, agents, and
            advisors (each, an Indemnified Party) from and against any and all
            claims, damages, losses, liabilities, costs, and expenses
            (including, without limitation, reasonable attorneys' fees) that may
            be incurred by or asserted or awarded against any Indemnified Party,
            in each case arising out of or in connection with or by reason of
            (including, without limitation, in connection with any
            investigation, litigation, or proceeding or preparation of defense
            in connection therewith) the Loan Documents, the Acquisition
            Documents, any of the transactions contemplated herein or therein or
            the actual or proposed use of the proceeds of the Loans, or the
            manufacture, storage, transportation, release or disposal of any
            Hazardous Material on, from, over or affecting any of the assets,
            properties, or operations of any Covered Person or any predecessor
            in interest, directly or indirectly, except to the extent such
            claim, damage, loss, liability, cost, or expense is found in a
            final, non-appealable judgment by a court of competent jurisdiction
            to have resulted from such Indemnified Party's gross negligence or
            willful misconduct. In the case of an investigation, litigation or
            other proceeding

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            to which the indemnity in this Section 20.9 applies, such indemnity
            shall be effective whether or not such investigation, litigation or
            proceeding is brought by Borrower, its directors, shareholders or
            creditors or an Indemnified Party or any other Person or any
            Indemnified Party is otherwise a party thereto and whether or not
            the transactions contemplated hereby are consummated. Borrower
            agrees not to assert any claim against Administrative Agent, any
            Lender, any of their Affiliates, or any of their respective
            directors, officers, employees, attorneys, agents, and advisers, on
            any theory of liability, for special, indirect, consequential, or
            punitive damages arising out of or otherwise relating to the Loan
            Documents, the Acquisition Documents, any of the transactions
            contemplated herein or therein or the actual or proposed use of the
            proceeds of the Loans. Borrower shall pay, indemnify and hold
            harmless the Indemnified Parties for, from and against, and shall
            promptly reimburse the Indemnified Parties for, any and all claims,
            damages, liabilities, losses, costs and expenses (including
            reasonable attorneys' fees and expenses and amounts paid in
            settlement) incurred, paid or sustained by the Indemnified Parties,
            arising out of or relating to the Acquisition Documents or
            enforcement by Administrative Agent of any of its rights with
            respect thereto.

            20.9.2. The obligations of Borrower under this Section 20.9 shall
            survive the termination of the Commitments, the expiration of the
            Letters of Credit, and the indefeasible full payment and
            satisfaction of all of the Loan Obligations.

            20.9.3. To the extent that any of the indemnities required from
            Borrower under this Section are unenforceable because they violate
            any Law or public policy, Borrower shall pay the maximum amount
            which it is permitted to pay under applicable Law.

      20.10. LETTERS OF CREDIT. Borrower assumes all risks of the acts or
      omissions of any beneficiary of any of the Letters of Credit. Neither
      Administrative Agent nor any of its directors, officers, employees,
      agents, or representatives shall be liable or responsible for: (a) the use
      which may be made of any of the Letters of Credit or for any acts or
      omissions of beneficiary in connection therewith; (b) the validity,
      sufficiency or genuineness of documents, or of any endorsement(s) thereon,
      even if such documents should in fact prove to be in any or all respects
      invalid, insufficient, fraudulent or forged; (c) payment by Administrative
      Agent against presentation of documents which, on their face, appear to
      comply with the terms of any Letter of Credit, even though such documents
      may fail to bear any reference or adequate reference to any such Letter of
      Credit; or (d) any other circumstances whatsoever in making or failing to
      make payment under any Letter of Credit in connection with which
      Administrative Agent would, pursuant to the Uniform Customs and Practices
      for Documentary Credits (1993 Revision), International Chamber of Commerce
      Publication No. 500 (as amended from time to time), be absolved from
      liability. In furtherance and not in limitation of the foregoing, Letter
      of Credit Issuer may accept documents that appear on their face to be in
      order, without responsibility for further investigation, regardless of any
      notice or information to the contrary.

      20.11. CHANGES IN ACCOUNTING PRINCIPLES. If any Covered Person, at the end
      of its fiscal year and with the concurrence of its independent certified
      public accountants,

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      changes the method of valuing the Inventory of such Covered Person, or if
      any other changes in accounting principles from those used in the
      preparation of any of the Financial Statements are required by or result
      from the promulgation of principles, rules, regulations, guidelines,
      pronouncements or opinions by the Financial Accounting Standards Board or
      the American Institute of Certified Public Accountants (or successors
      thereto or bodies with similar functions), and any of such changes result
      in a change in the method of calculation of, or affect the results of such
      calculation of, any of the financial covenants, standards or terms found
      herein, then the parties hereto agree to enter into and diligently pursue
      negotiations in order to amend such financial covenants, standards or
      terms so as to equitably reflect such changes, with the desired result
      that the criteria for evaluating the financial condition and results of
      operations of such Covered Person shall be the same after such changes as
      if such changes had not been made; provided, however, that until such
      changes are made, all financial covenants herein and all the provisions
      hereof which contemplate financial calculation hereunder shall remain in
      full force and effect.

      20.12. LOAN RECORDS. The date and amount of all Advances to Borrower and
      payments of amounts due from Borrower under the Loan Documents will be
      recorded in the records that Administrative Agent normally maintains for
      such types of transactions. The failure to record, or any error in
      recording, any of the foregoing shall not, however, affect the obligation
      of Borrower to repay the Loans and other amounts payable under the Loan
      Documents. Borrower shall have the burden of proving that such records are
      not correct. Borrower agrees that Administrative Agent's and any Lender's
      books and records showing the Loan Obligations and the transactions
      pursuant to this Agreement shall be admissible in any action or proceeding
      arising therefrom, and shall constitute prima facie proof thereof,
      irrespective of whether any Loan Obligation is also evidenced by a
      promissory note or other instrument. Administrative Agent will provide to
      Borrower a monthly statement of Advances, payments, and other transactions
      pursuant to this Agreement. Such statement shall be deemed correct,
      accurate and binding on Borrower and an account stated (except for
      reversals and reapplications of payments as provided in Section 6.7 and
      corrections of errors discovered by Administrative Agent or a Lender),
      unless Borrower notifies Administrative Agent in writing to the contrary
      within 60 days after such statement is rendered. In the event a timely
      written notice of objections is given by Borrower, only the items to which
      exception is expressly made will be considered to be disputed by Borrower.

      20.13. OTHER GUARANTIES. Administrative Agent or any Lender may, without
      notice or demand and without affecting Borrower's obligations hereunder,
      from time to time: accept and hold any endorsement or guaranty of payment
      of all or any part of the Loan Obligations and release or substitute any
      such endorser or guarantor or any other Person in any way obligated to pay
      all or any part of the Loan Obligations.

      20.14. LOAN OBLIGATIONS PAYABLE IN DOLLARS. All Loan Obligations that are
      payable in Dollars under the terms of the Loan Documents shall be payable
      only in Dollars. If, however, to obtain a judgment in any court it is
      necessary to convert a Loan Obligation payable in Dollars into another
      currency, the rate of exchange used shall be that at which Administrative
      Agent, using its customary procedures, could purchase Dollars with such

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      other currency in New York, New York on the Business Day immediately
      preceding the day on which such judgment is rendered. If any sum in
      another currency is paid to a Lender or received by a Lender and applied
      to a Loan Obligation payable in Dollars, such Loan Obligation shall be
      deemed paid and discharged only to the extent of the amount of Dollars
      that Administrative Agent, using its customary procedures, is able to
      purchase in New York, New York with such sum on the Business Day
      immediately following receipt thereof. Borrower agrees to indemnify each
      Lender against any loss in Dollars that it may incur on such Loan
      Obligation as a result of such payment or receipt and application to such
      Loan Obligation.

21.   MISCELLANEOUS.

      21.1. NOTICES. All notices, consents, requests and demands to or upon the
      respective parties hereto shall be in writing, and shall be deemed to have
      been given or made when delivered in person to those Persons listed on the
      signature pages hereof or three (3) days after deposit in the United
      States mail, postage prepaid, in the case of overnight courier services,
      one (1) day after delivery to the overnight courier service, or in the
      case of telecopy notice, when sent, verification received, in each case
      addressed as set forth on the signature pages hereof, or such other
      address as either party may designate by notice to the other in accordance
      with the terms of this Section, or, in the case of electronic delivery by
      e-mail, when received at the e-mail address listed on the signature pages
      hereto or at such other e-mail address as any party may designate by
      notice to the other parties in accordance with the terms of this Section.
      No notice given to or demand made on Borrower by Administrative Agent or
      any Lender in any instance shall entitle Borrower to notice or demand in
      any other instance.

      21.2. AMENDMENTS AND MODIFICATIONS; WAIVERS AND CONSENTS. Unless otherwise
      provided herein, no amendment to or modification of any provision of this
      Agreement, or of any of the other Loan Documents shall be effective unless
      it is in writing and signed by authorized officers of Borrower and
      Required Lenders. Unless otherwise provided herein, no waiver of, or
      consent to any departure by Borrower from, the requirements of any
      provision of this Agreement or any of the other Loan Documents shall be
      effective unless it is in writing and signed by authorized officers of
      Required Lenders. Any such amendment, modification, waiver or consent
      shall be effective only in the specific instance and for the purpose for
      which given. The foregoing notwithstanding, no such amendment,
      modification or consent shall, unless signed by authorized officers of
      Borrower and of all Lenders: (i) extend or increase any Commitment or
      subject any Lender or the Letter of Credit Issuer to a greater obligation
      than expressly provided for in this Agreement, (ii) reduce or forgive the
      repayment of principal of any Advance or the reimbursement of any draw on
      a Letter of Credit or change the rate, or mechanism for determining the
      rate, of interest on any Advance or any fees or other amounts payable by
      Borrower hereunder, (iii) change the regularly scheduled dates for
      payments of principal or interest of any Advance or other fees or amounts
      payable to any Lender under the Loan Documents (including, without
      limitation, the Revolving Loan Maturity Date), (iv) change the provisions
      of Section 18 to the detriment of any Lender, (v) change the definition of
      Required Lenders herein, (vi) change any requirement herein that any
      particular action be taken by all Lenders or by Required Lenders, (vii)
      change the

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      provisions of this Section, (viii) release any Covered Person or any
      Guarantor from its obligations under the Loan Documents, or (ix) change
      any provisions of this Agreement requiring ratable distributions to
      Lenders. No failure by Administrative Agent or any Lender to exercise, and
      no delay by Administrative Agent or any Lender in exercising, any right,
      remedy, power or privilege hereunder shall operate as a waiver thereof,
      nor shall any single or partial exercise by Administrative Agent or any
      Lender of any right, remedy, power or privilege hereunder preclude any
      other exercise thereof, or the exercise of any other right, remedy, power
      or privilege existing under any Law or otherwise.

      21.3. RIGHTS CUMULATIVE. Each of the rights and remedies of Administrative
      Agent and Lenders under this Agreement shall be in addition to all of its
      other rights and remedies under applicable Law, and nothing in this
      Agreement shall be construed as limiting any such rights or remedies.

      21.4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
      inure to the benefit of the parties hereto and all future holders of the
      Notes and their respective successors and assigns, except that Borrower
      may not assign, delegate or transfer any of its rights or obligations
      under this Agreement without the prior written consent of Administrative
      Agent and Required Lenders. With respect to Borrower's successors and
      assigns, such successors and assigns shall include any receiver, trustee
      or debtor-in-possession of or for Borrower.

      21.5. SEVERABILITY. Any provision of this Agreement which is prohibited,
      unenforceable or not authorized in any jurisdiction shall, as to such
      jurisdiction, be ineffective to the extent of such prohibition,
      unenforceability or lack of authorization without invalidating the
      remaining provisions hereof or affecting the validity, enforceability or
      legality of such provision in any other jurisdiction unless the
      ineffectiveness of such provision would result in such a material change
      as to cause completion of the transactions contemplated hereby to be
      unreasonable.

      21.6. COUNTERPARTS. This Agreement may be executed by the parties hereto
      on any number of separate counterparts, and all such counterparts taken
      together shall constitute one and the same instrument. It shall not be
      necessary in making proof of this Agreement to produce or account for more
      than one counterpart signed by the party to be charged.

      21.7. GOVERNING LAW; NO THIRD PARTY RIGHTS. This Agreement, the Notes and
      the other Loan Documents and the rights and obligations of the parties
      hereunder and thereunder shall be governed by and construed and
      interpreted in accordance with the internal Laws of the State of Illinois
      applicable to contracts made and to be performed wholly within such state,
      without regard to choice or conflicts of law principles. This Agreement is
      solely for the benefit of the parties hereto and their respective
      successors and assigns, and no other Person shall have any right, benefit,
      priority or interest under, or because of the existence of, this
      Agreement.

      21.8. COUNTERPART FACSIMILE EXECUTION. For purposes of this Agreement, a
      document (or signature page thereto) signed and transmitted by facsimile
      machine or telecopier is to be treated as an original document. The
      signature of any Person thereon, for purposes

                                       70
<PAGE>

      hereof, is to be considered as an original signature, and the document
      transmitted is to be considered to have the same binding effect as an
      original signature on an original document. At the request of any party
      hereto, any facsimile or telecopy document is to be re-executed in
      original form by the Persons who executed the facsimile or telecopy
      document. No party hereto may raise the use of a facsimile machine or
      telecopier or the fact that any signature was transmitted through the use
      of a facsimile or telecopier machine as a defense to the enforcement of
      this Agreement or any amendment or other document executed in compliance
      with this Section.

      21.9. EFFECT OF MERGER OF BANK. Effective immediately upon the merger of
      Administrative Agent or a Lender with or into another financial
      institution, all references to Administrative Agent or such Lender under
      every Loan Document shall be deemed to be references to the surviving
      institution. If the surviving institution does not have a "Prime Rate,"
      references in the Loan Documents to Prime Rate shall be deemed to be
      references to the reference rate (however it is designated) established
      from time to time by the surviving institution that is most similar to the
      Prime Rate.

      21.10. NEGOTIATED TRANSACTION. Borrower, Administrative Agent and each
      Lender represent each to the others that in the negotiation and drafting
      of this Agreement and the other Loan Documents they have been represented
      by and have relied upon the advice of counsel of their choice. Borrower
      and Administrative Agent affirm that their counsel have both had
      substantial roles in the drafting and negotiation of this Agreement and
      each Lender affirms that its counsel has participated in the drafting and
      negotiation of this Agreement; therefore, this Agreement will be deemed
      drafted by all of Borrower, Administrative Agent and Lenders, and the rule
      of construction to the effect that any ambiguities are to be resolved
      against the drafter will not be employed in the interpretation of this
      Agreement.

      21.11. CHOICE OF FORUM. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT
      SENTENCE, BORROWER, ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY AGREES TO
      THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT
      OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND
      WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT
      TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING
      THE RELATIONSHIP BETWEEN ADMINISTRATIVE AGENT, LENDERS, AND BORROWER OR
      THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE
      SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE
      FOREGOING: (1) ADMINISTRATIVE AGENT OR ANY LENDER SHALL HAVE THE RIGHT TO
      BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN ANY
      COURTS OF ANY OTHER JURISDICTION ADMINISTRATIVE AGENT OR ANY LENDER DEEM
      NECESSARY OR APPROPRIATE, AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES
      THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING
      SENTENCE

                                       71
<PAGE>

      MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

      21.12. SERVICE OF PROCESS. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY
      AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY
      BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO BORROWER
      AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES HEREOF, AND SERVICE SO
      MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL
      HAVE BEEN SO DEPOSITED IN THE U.S. MAILS; OR AT ADMINISTRATIVE AGENT'S OR
      ANY LENDER'S OPTION, BY SERVICE UPON CT CORPORATION, WHICH BORROWER
      IRREVOCABLY APPOINTS AS BORROWER'S AGENT FOR THE PURPOSE OF ACCEPTING
      SERVICE OF PROCESS WITHIN THE STATE OF ILLINOIS. ADMINISTRATIVE AGENT OR
      SUCH LENDER SHALL PROMPTLY FORWARD BY REGISTERED MAIL ANY PROCESS SO
      SERVED UPON SAID AGENT TO BORROWER AT ITS ADDRESS ON THE SIGNATURE PAGES
      HEREOF. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ADMINISTRATIVE
      AGENT OR ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED
      BY LAW.

      21.13. WAIVER OF JURY TRIAL. BORROWER, ADMINISTRATIVE AGENT, AND EACH
      LENDER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
      ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER
      LOAN DOCUMENT, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
      TO THE DEALINGS OF THE PARTIES HERETO OR EITHER OF THEM IN RESPECT OF THIS
      AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO
      OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
      WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BORROWER,
      ADMINISTRATIVE AGENT, AND EACH LENDER AGREES AND CONSENTS THAT ANY SUCH
      CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
      WITHOUT A JURY AND THAT EITHER MAY FILE AN ORIGINAL COUNTERPART OR A COPY
      OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
      PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      21.14. INCORPORATION BY REFERENCE. Each attachment, exhibit and schedule
      hereto and all of the terms of the other Loan Documents are incorporated
      in and made a part of this Agreement by this reference.

      21.15. PATRIOT ACT NOTIFICATION. As required by federal law and LaSalle's
      policies and practices, LaSalle may need to collect certain customer
      identification information and documentation in connection with opening or
      maintaining accounts, or establishing or continuing to provide services.

                                       72
<PAGE>

      21.16. STATUTORY NOTICE - ORAL COMMITMENTS. Nothing contained in the
      following notice shall be deemed to limit or modify the terms of the Loan
      Documents:

      ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
      FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
      SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT
      IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT
      YOU (BORROWER) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT,
      ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS
      WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
      BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

      Borrower acknowledges that there are no other agreements between
      Administrative Agent, Lenders, and Borrower, oral or written, concerning
      the subject matter of the Loan Documents, and, except as expressly
      described herein, that all prior agreements concerning the same subject
      matter, including any proposal or commitment letter, are merged into the
      Loan Documents and thereby extinguished.

                            [SIGNATURE PAGES FOLLOW]

                                       73
<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by appropriate duly authorized officers as of the Execution Date.

TALX CORPORATION, A MISSOURI CORPORATION
AS BORROWER

By:   /s/  L. Keith Graves
   ------------------------------------------------
      L. Keith Graves, Chief Financial Officer

NOTICE ADDRESS FOR BORROWER:

11432 Lackland Road
St. Louis, Missouri 63146
Attention:  William Canfield and L. Keith Graves
E-Mail:  wwc@talx.com; lkg@talx.com

WITH A COPY TO:
Bryan Cave LLP
One Metropolitan Square
Suite 3600
St. Louis, Missouri 63102
Attention: R. Randall Wang and Karen W. Fries
E-Mail:  rrwang@bryancave.com; kwfries@bryancave.com

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

LASALLE BANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT AND A LENDER

By:      /s/ Tom Harmon
   ---------------------------------------
Name: Tom Harmon
Title: Senior Vice President

NOTICE ADDRESS:

LaSalle Bank National Association
135 S. LaSalle Street, Suite 1425
Chicago, IL 60603
Attention:  Israel Balaguer
E-Mail:  israel.balaguer@abnamro.com

With copies to:

LaSalle Bank National Association
One North Brentwood, Suite 950
Clayton, Missouri  63105
Attention:  Tom Harmon
E-Mail:  tom.harmon@abnamro.com

And

Blackwell Sanders Peper Martin
720 Olive Street, Suite 2400
St. Louis, Missouri 63101
Attention:  John P. McNearney
E-Mail:  jmcnearney@blackwellsanders.com

APPLICABLE LENDING OFFICE:

LaSalle Bank National Association
135 S. LaSalle Street, Suite 1425
Chicago, IL 60603
Attention:  Israel Balaguer

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

SOUTHWEST BANK OF ST. LOUIS, AS A LENDER

By:  /s/ Robert W. Sellers
     -------------------------------------
Name:    Robert W. Sellers
Title:   Senior Vice President

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

Southwest Bank of St. Louis
13205 Manchester Road
St. Louis, MO  63101
Attn: Robert W. Sellers
E-Mail:  rsellers@swbank-stl.com

With a copy to:

Armstrong Teasdale LLP
One Metropolitan Square
211 N. Broadway, Suite 2600
St. Louis, Missouri 63102
Attention:  John Sullivan
E-Mail:  jsullivan@armstrongteasdale.com

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

NATIONAL CITY BANK OF THE MIDWEST, AS A LENDER

By:  /s/ Eric Hartman
   ---------------------------------------
Name: Eric Hartman
Title: Vice President

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

National City Bank
10401 Clayton Road
St. Louis, MO  63131
Attention: Eric Hartman
E-Mail:  eric.hartman@nationalcity.com

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

FIFTH THIRD BANK, AS A LENDER

By:  /s/ Shawn Hagan
   -------------------------------
Name:  Shawn Hagan
Title: Vice President

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

Fifth Third Bank
Fifth Third Center
8000 Maryland Avenue, Suite 1400
St. Louis, Missouri 63105
Attn.:   Shawn Hagan
E-Mail:  shawn.hagan@53.com

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

MERRILL LYNCH CAPITAL, A DIVISION OF
MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., AS A LENDER

By:  /s/ Phillip J. Salter
   ---------------------------------------
Name:  Phillip J. Salter
Title: Vice President

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

Merrill Lynch Business Financial Services
222 North LaSalle Street, 17th Floor
Chicago, Illinois 60601
Attn:    Phillip Salter, Vice President
E-Mail:  phillip_salter@ml.com

With a copy to:

Windels Marx Lane & Mittendorf, LLP
156 West 56th Street
New York, New York 10019
Attn.:   Eric W. Bruenner, Esq.
E-Mail:  ebruenner@windelsmarx.com

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

FIRST BANK, AS A LENDER

By:  /s/  Keith Schmelder
    --------------------------------------
Name:  Keith Schmelder
Title: Senior Vice President

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

First Bank
135 North Meramec
Clayton, Missouri 63105
Attn.:   Keith Schmelder, Sr. Vice President
E-Mail:  keith.schmelder@fbol.com

                            [SIGNATURE PAGE FOLLOWS]
<PAGE>

                                   EXHIBIT 2.1

                                    GLOSSARY

ACCOUNT -- as to any Person, the right of such Person to payment for goods sold
or leased or for services rendered by such Person.

ACCOUNT DEBTOR -- the obligor on any Account.

ACQUIRING COMPANY -- the Person obligated to pay or provide the consideration
payable in connection with a Permitted Acquisition upon the consummation
thereof.

ACQUISITION DOCUMENTS -- means the documents to which Borrower or any other
Covered Person is a party and under which any Permitted Acquisition is
contemplated.

ADJUSTED BASE RATE -- is defined in Section 4.3.

ADJUSTED EURODOLLAR RATE -- is defined in Section 4.4.

ADMINISTRATIVE AGENT -- LaSalle in its capacity as Administrative Agent under
this Agreement, and its successors and assigns in such capacity.

ADVANCE -- a Revolving Loan Advance or Swingline Loan.

ADVANCE DATE -- the date on which an Advance is requested by Borrower to be
made, or is otherwise contemplated or intended to be made, as provided herein.

AFFECTED LOAN -- is defined in Section 19.5.

AFFILIATE -- with respect to any Person, (a) any other Person who is a partner,
director, officer, stockholder, member, partner or other equity holder of such
Person; and (b) any other Person which, directly or indirectly, through one or
more intermediaries, is in control of, is controlled by or is under common
control with such Person, and any partner, director, officer or stockholder,
member, partner or other equity holder of such other Person described. For
purposes of this Agreement, control of a Person by another Person shall be
deemed to exist if such other Person has the power, directly or indirectly,
either to (i) vote twenty percent (20%) or more of the securities, membership
interests or other equity interest having the power to vote in an election of
directors or managers of such Person, or (ii) direct the management of such
Person, whether by contract or otherwise and whether alone or in combination
with others.

AGENCY FEE -- is specified in Section 5.6.

AGENCY FEE LETTER -- means that certain fee letter dated March 4, 2004 between
the Borrower and the Agent, which is incorporated herein by reference.

AGGREGATE REVOLVING LOAN -- the from time to time outstanding principal balance
of all Revolving Loan Advances.

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<PAGE>

AGGREGATE REVOLVING LOAN COMMITMENT -- the aggregate commitments of Lenders as
stated in Section 3.1.1 to fund Revolving Loan Advances, as it may be changed as
provided herein.

AGREEMENT -- this document (including every document that is stated herein to be
an appendix, exhibit or schedule hereto, whether or not physically attached to
this document).

APPLICABLE LENDING OFFICE -- means, for Administrative Agent and each Lender and
for each Loan, the Applicable Lending Office of Administrative Agent or such
Lender (or of an Affiliate of such Lender) designated for such Loan on the
signature pages hereof or such other office of such Lender (or an Affiliate of
Administrative Agent or such Lender) as Administrative Agent or such Lender may
from time to time specify to Administrative Agent (in the case of another
Lender) and Borrower by written notice in accordance with the terms hereof as
the office by which its Loans are to be made and maintained.

ASBESTOS MATERIAL -- either asbestos or asbestos-containing materials.

BASE RATE -- for any day, the rate per annum equal to the higher of: (i) the
Prime Rate (as such rate may fluctuate from time to time as provided for herein)
for such day; or (ii) the Federal Funds Rates plus 0.5%. Any change in the Base
Rate due to a change in either the Prime Rate or the Federal Funds Rate shall be
effective on the effective date of such change in the Prime Rate or Federal
Funds Rate. The interest rate so designated from time to time as the Base Rate
by Administrative Agent is a reference rate and does not necessarily represent
the lowest or best rate charged to any customer of Administrative Agent or any
other Lender.

BASE RATE ADVANCE -- an Advance that will become a Base Rate Loan.

BASE RATE MARGIN -- is specified in Section 4.5.

BASE RATE LOAN -- any portion of a Loan on which interest accrues at the Base
Rate.

BENEFICIAL OWNER -- as defined in Rule 13-D-3 of the Securities and Exchange
Commission.

BORROWER -- TALX Corporation, a Missouri corporation.

BORROWING OFFICER -- each officer of Borrower who is authorized to submit a
request for an Advance or the issuance of a Letter of Credit on behalf of
Borrower.

BUSINESS DAY -- a day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to close under the Laws of either
the United States or the State of Illinois and when used in connection with
Eurodollar Loans, also a day other than any day on which dealings in U.S. Dollar
deposits are not carried on in the London interbank market.

BUYING LENDER(S) -- is defined in Section 3.4.4.

CAPITAL LEASE -- any lease that has been or should be capitalized under GAAP.

CHARTER DOCUMENTS -- the articles or certificate of incorporation and bylaws of
a corporation; the certificate of limited partnership and partnership agreement
of a limited partnership; the

                                       82
<PAGE>

partnership agreement of a general partnership; the articles of organization and
operating agreement of a limited liability company; or the indenture of a trust.

COBRA -- the Consolidated Omnibus Budget Reconciliation Act.

CODE -- the Internal Revenue Code of 1986 and all regulations thereunder of the
IRS.

COMMITMENT - means, as to any Lender, such Lender's commitment to make Loans and
to issue or participate in Letters of Credit under this Agreement.

COMMITMENT AND ACCEPTANCE -- is defined in Section 3.4.1.

COMMITMENT INCREASE NOTICE --is defined in Section 3.4.2.

COMMONLY CONTROLLED ENTITY -- a Person which is under common control with
another Person within the meaning of Section 414(b) or (c) of the Code.

COMPLIANCE CERTIFICATE -- defined in Section 14.14

CONTRACT -- any contract, note, bond, indenture, lease, deed, mortgage, deed of
trust, security agreement, pledge, hypothecation agreement, assignment, or other
agreement or undertaking, or any security.

COVERED PERSON -- defined in Section 2.3.

DEFAULT -- any of the events listed in Section 17.1 of this Agreement, without
giving effect to any requirement for the giving of notice, for the lapse of
time, or both, or for the happening of any other condition, event or act.

DEFAULT RATE -- the rate of interest payable on each Loan after its Maturity and
in certain other circumstances as provided in Section 4.10.

DISCLOSURE SCHEDULE -- the disclosure schedule of Borrower attached hereto as
Exhibit 12.

DOL -- the United States Department of Labor.

DOLLARS and the sign $ -- lawful money of the United States.

DEFAULTING LENDER -- is defined in Section 7.5.

EBIT -- is defined in Section 16.1.

EBITDA -- is defined in Section 16.1.

EFFECTIVE COMMITMENT AMOUNT -- is defined in Section 3.4.3.

EFFECTIVE DATE -- the date on which all of the conditions precedent set forth in
Section 10.1 have been satisfied.

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<PAGE>

ELIGIBLE ASSIGNEE -- means (i) a Lender; (ii) an Affiliate of a Lender; and
(iii) any other Person approved by Administrative Agent; provided, however, that
neither Borrower, any Covered Person, any Guarantor nor an Affiliate of Borrower
or Guarantor shall qualify as an Eligible Assignee.

EMPLOYMENT LAW -- ERISA, the Occupational Safety and Health Act, the Fair Labor
Standards Act, or any other Law pertaining to the terms or conditions of labor
or safety in the workplace or discrimination or sexual harassment in the
workplace.

ENVIRONMENTAL LAW -- the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Water Act, the Clean Air Act, or any other Law pertaining to environmental
quality or remediation of Hazardous Material.

ENVIRONMENTAL PROPERTY TRANSFER ACTS -- any law pertaining to the provision of
notices or obtaining of environmental permit transfers or consents, required in
order to consummate the transfer of real or personal property or the perfection
of Security Interests.

EPA -- the United States Environmental Protection Agency.

ERISA -- the Employee Retirement Income Security Act of 1974.

ERISA AFFILIATE -- as to any Person, any trade or business (irrespective of
whether incorporated) which is a member of a group of which such Person is a
member and thereafter treated as a single employer under 414(b), (c), (m) or (o)
of the Code or applicable Treasury Regulations.

EURODOLLAR ADVANCE -- an Advance that will become a Eurodollar Loan.

EURODOLLAR MARGIN-- is defined in Section 4.5.

EURODOLLAR LOAN -- any portion of an Aggregate Loan on which interest accrues at
the Adjusted Eurodollar Rate.

EURODOLLAR RATE -- for the applicable Interest Period therefor, means a rate of
interest equal to (a) the per annum rate of interest at which United States
dollar deposits in an amount comparable to the amount of the relevant Eurodollar
Loan and for a period equal to the relevant Interest Period are offered in the
London Interbank Eurodollar market at 11:00 A.M. (London time) two (2) Business
Days prior to the commencement of such Interest Period (or three (3) Business
Days prior to the commencement of such Interest Period if banks in London,
England were not open and dealing in offshore United States dollars on such
second preceding Business Day), as displayed in the Bloomberg Financial Markets
system (or other authoritative source selected by the Administrative Agent in
its sole discretion) or, if the Bloomberg Financial Markets system or another
authoritative source is not available, as the Eurodollar Rate is otherwise
determined by the Administrative Agent in its sole and absolute discretion,
divided by (b) a number determined by subtracting from 1.00 the then stated
maximum reserve percentage for determining reserves to be maintained by member
banks of the Federal Reserve System for Eurocurrency funding or liabilities as
defined in Regulation D (or any successor category of liabilities under
Regulation D), such rate to remain fixed for such Interest Period. Without
limiting the effect of the

                                       84
<PAGE>

foregoing, the reserve requirement shall reflect any other reserves required to
be maintained by any Lender with respect to any category of liabilities which
includes deposits by reference to which the Eurodollar Rate is to be determined,
or any category of extensions of credit or other assets which include Eurodollar
Loans. (The entire amount of a Eurodollar Loan shall be deemed to constitute a
Eurocurrency liability and as such shall be deemed to be subject to such reserve
requirements without benefit of credits for proration, exceptions or setoffs
which may be available from time to time to any Lender under Regulation D.) The
Eurodollar Rate shall be adjusted automatically on and as of the effective date
of any change in any such reserve requirements. The Administrative Agent's
determination of the Eurodollar Rate shall be conclusive, absent manifest error.

EVENT OF DEFAULT -- any of the events listed in Section 17.1 of this Agreement
as to which any requirement for the giving of notice, for the lapse of time, or
both, or for the happening of any further condition, event or act has been
satisfied.

EXECUTION DATE -- the date when this Agreement has been executed.

EXISTING DEFAULT -- a Default which has occurred and is continuing, or an Event
of Default which has occurred, and which has not been waived in writing by the
Required Lenders, or all of the Lenders if required by Section 21.2.

FEDERAL FUNDS RATE -- for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to Administrative
Agent (in its individual capacity) on such day on such transactions as
determined by Administrative Agent.

FIRST AMENDED AND RESTATED LOAN AGREEMENT -- is defined in the preamble to this
Agreement.

FINANCIAL STATEMENTS -- the most recent of the Initial Financial Statements and
the financial statements of Borrower required to be furnished to Administrative
Agent under Section 14.14 of this Agreement.

FRB -- the Board of Governors of the Federal Reserve System and any successor
thereto or to the functions thereof.

FRONTING FEE -- the fee payable to Letter of Credit Issuer as required in
Section 5.4.

GAAP -- those generally accepted accounting principles set forth in Statements
of the Financial Accounting Standards Board and in Opinions of the Accounting
Principles Board of the American Institute of Certified Public Accountants or
which have other substantial authoritative

                                       85
<PAGE>

support in the United States and are applicable in the circumstances, as applied
on a consistent basis.

GOVERNMENTAL AUTHORITY -- the federal government of the United States; the
government of any foreign country that is recognized by the United States or is
a member of the United Nations; any state of the United States; any local
Government or municipality within the territory or under the jurisdiction of any
of the foregoing; any department, agency, division, or instrumentality of any of
the foregoing; and any court, arbitrator, or board of arbitrators whose orders
or judgements are enforceable by or within the territory of any of the
foregoing.

GROUP -- as used in Regulation 13-D issued by the Securities and Exchange
Commission.

GUARANTOR -- each of the Persons required under this Agreement to execute and
deliver to Administrative Agent for the benefit of Lenders a guaranty of part or
all of the Loan Obligations.

GUARANTY -- each guaranty of part or all of the Loan Obligations executed and
delivered to Administrative Agent for the benefit of Lenders by any Guarantor.

HAZARDOUS MATERIAL -- any hazardous, radioactive, toxic, solid or special waste,
material, substance or constituent thereof, or any other such substance (as
defined under any applicable Law or regulation), including Asbestos Material.
HAZARDOUS MATERIAL does not include materials or products containing hazardous
constituents which are not considered to be waste under the applicable
Environmental Law or which are considered to be waste but are transported,
handled or disposed of in accordance with the applicable Environmental Law, or
Asbestos Material which is not friable.

IMPOSITIONS -- is defined in Section 19.6.1.

INDEBTEDNESS -- as to any Person at any particular date, any contractual
obligation enforceable against such Person (i) to repay borrowed money; (ii) to
pay the deferred purchase price of property or services; (iii) to make payments
or reimbursements with respect to bank acceptances or to a factor; (iv) to make
payments or reimbursements with respect to letters of credit whether or not
there have been drawings thereunder; (v) with respect to which there is any
Security Interest in any property of such Person; (vi) to make any payment or
contribution to a Multi-Employer Plan; (vii) that is evidenced by a note, bond,
debenture or similar instrument; (viii) under any conditional sale agreement or
title retention agreement; or (ix) to pay interest or fees with respect to any
of the foregoing. INDEBTEDNESS also includes any other Obligation that either
(i) is non-contingent and liquidated in amount or (ii) should under GAAP be
included in liabilities and not just as a footnote on a balance sheet.

INDIRECT OBLIGATION -- as to any Person, (a) any guaranty by such Person of any
Obligation of another Person; (b) any Security Interest in any property of such
Person that secures any Obligation of another Person; (c) any enforceable
contractual requirement that such Person (i) purchase an Obligation of another
Person or any property that is security for such Obligation, (ii) advance or
contribute funds to another Person for the payment of an Obligation of such
other Person or to maintain the working capital, net worth or solvency of such
other Person as required in any documents evidencing an Obligation of such other
Person, (iii) purchase property, securities or services from another Person for
the purpose of assuring the beneficiary of any

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Obligation of such other Person that such other Person has the ability to timely
pay or discharge such Obligation, (iv) grant a Security Interest in any property
of such Person to secure any Obligation of another Person, (v) otherwise assure
or hold harmless the beneficiary of any Obligation of another Person against
loss in respect thereof; (d) any Obligation arising from the endorsement by such
Person of an instrument; (e) any Obligation of such Person as a surety; and (f)
any other contractual requirement enforceable against such Person that has the
same substantive effect as any of the foregoing. The term INDIRECT OBLIGATION
does not, however, include the endorsement by a Person of instruments for
deposit or collection in the ordinary course of business or the liability of a
general partner of a partnership for Obligations of such partnership. The amount
of any Indirect Obligation of a Person shall be deemed to be the stated or
determinable amount of the Obligation in respect of which such Indirect
Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by such Person in good
faith.

INITIAL FINANCIAL STATEMENTS -- the financial statements (not including the
proforma financial statements) of Borrower referred to in Section 10.1.2.

INTELLECTUAL PROPERTY -- as to any Person, any domestic or foreign patents or
patent applications of such Person, any inventions made or owned by such Person
upon which either domestic or foreign patent applications have not yet been
filed, any domestic or foreign trade names or trademarks of such Person, any
domestic or foreign trademark registrations or applications filed by such
Person, any domestic or foreign service marks of such Person, any domestic or
foreign service mark registrations and applications by such Person, any domestic
or foreign copyrights of such Person, and any domestic or foreign copyright
registrations or applications by such Person.

INTERCREDITOR AGREEMENT - means that certain Intercreditor Agreement dated as of
May 25, 2006 among the Borrower, the Administrative Agent, the Lenders,
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 the same may be amended, restated, supplemented or otherwise
modified from time to time.

INTEREST EXPENSE -- is defined in Section 16.1.

INTEREST HEDGE OBLIGATION -- any obligations of Borrower to Administrative Agent
or any Affiliate of Administrative Agent under an agreement or agreements
between Borrower and Administrative Agent or any Affiliate of Administrative
Agent under which the exposure of Borrower to fluctuations in interest rates is
effectively limited, whether in the form of one or more interest rate cap,
collar, or corridor agreements, interest rate swaps, or the like, or options
therefor.

INTEREST PERIOD -- the period during which a particular Adjusted Eurodollar Rate
applies to a Eurodollar Loan, as selected by Borrower as provided in Section
4.7.

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INVENTORY -- goods owned and held by a Person for sale, lease or resale or
furnished or to be furnished under contracts for services, and raw materials,
goods in process, materials, component parts and supplies used or consumed, or
held for use or consumption in such Person's business.

INVESTMENT -- (a) a loan or advance of money or property to a Person, (b) stock,
membership interest, or other equity interest in a Person, (c) a debt instrument
issued by a Person, whether or not convertible to stock, membership interest, or
other equity interest in such Person, or (d) any other interest in or rights
with respect to a Person which include, in whole or in part, a right to share,
with or without conditions or restrictions, some or all of the revenues or net
income of such Person.

IRS -- the Internal Revenue Service.

JOHNSON - means Johnson & Associates, LLC, a Nebraska limited liability company.

LASALLE -- LaSalle Bank National Association.

LAW -- any statute, rule, regulation, order, judgment, award or decree of any
Governmental Authority.

LENDER -- any one of the lenders listed on Exhibit 3 to this Agreement,
including Administrative Agent in its capacity as a lender, or any Person who
takes an assignment from any of such lenders of all or a portion of its rights
and obligations as a lender under this Agreement pursuant to Section 20.4.1 and
an Assignment and Acceptance as provided therein.

LENDER INCREASE NOTICE -- is defined in Section 3.4.2.

LENDERS' EXPOSURE -- the sum of the Aggregate Revolving Loan Commitment and the
Letter of Credit Exposure.

LETTER OF CREDIT -- any standby or commercial (documentary) letter of credit
issued by Letter of Credit Issuer pursuant to the Letter of Credit Commitment.

LETTER OF CREDIT AGREEMENT -- defined in Section 11

LETTER OF CREDIT COMMITMENT -- the commitment of the Letter of Credit Issuer to
issue Letters of Credit as provided in Section 3.3.

LETTER OF CREDIT EXPOSURE -- the undrawn amount of all outstanding letters of
credit issued under the Letter of Credit Commitment plus all amounts drawn on
such letters of credit and not yet reimbursed by Borrower.

LETTER OF CREDIT FEE -- the fee payable to Administrative Agent and Lenders as
required in Section 5.3.

LETTER OF CREDIT ISSUER -- LaSalle, or any other Lender succeeding to LaSalle's
commitment to issue Letters of Credit pursuant to Section 3.3.

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LOAN -- a Revolving Loan or a Swingline Loan.

LOAN AGREEMENT -- this Agreement.

LOAN DOCUMENTS -- this Agreement, the Notes, each Guaranty, any Rate Agreement,
any reimbursement agreement between Borrower and the Letter of Credit Issuer and
all other agreements, certificates, documents, instruments and other writings
executed from time to time in connection herewith or related hereto.

LOAN OBLIGATIONS -- all of Borrower's Indebtedness owing to Letter of Credit
Issuer, Administrative Agent or Lenders under the Loan Documents, whether as
principal, interest, fees or otherwise, including, without limitation, the
Borrower's Indebtedness under this Agreement, all reimbursement obligations of
Borrower to Letter of Credit Issuer or Lenders with respect to the Letter of
Credit Exposure, all Obligations to Administrative Agent, and all other
obligations and liabilities of Borrower to Administrative Agent or Lenders under
the Loan Documents and all Interest Hedge Obligations (in each case including
all extensions, renewals, modifications, rearrangements, restructures,
replacements and refinancings of the foregoing, whether or not the same involve
modifications to interest rates or other payment terms), whether now existing or
hereafter created, absolute or contingent, direct or indirect, joint or several,
secured or unsecured, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, including but not
limited to the obligation of Borrower to repay future advances by Administrative
Agent or Lenders hereunder, whether or not made pursuant to commitment and
whether or not presently contemplated by Borrower, Administrative Agent or
Lenders in the Loan Documents.

LOCAL TIME -- the local time in the city in which Administrative Agent's address
is located, as set forth on the signature page hereto (as changed from time to
time in accordance with the terms hereof).

MARGIN -- the Base Rate Margin or Eurodollar Margin.

MATERIAL ADVERSE EFFECT -- as to any Covered Person and with respect to any
event or occurrence of whatever nature (including any adverse determination in
any litigation, arbitration, investigation or proceeding), a material adverse
effect on (i) the business, operations, revenues, financial condition, property,
or business prospects of the Borrower specifically or of the Subsidiaries taken
as a whole, (ii) the validity or enforceability of the Loan Documents, (iii) the
ability of such Person to timely pay or perform such Covered Person's
Obligations generally, (iv) in the case of Borrower specifically, the ability of
Borrower to pay or perform any of Borrower's Obligations to Lender, or (v) in
the case of a Guarantor specifically, the ability of such Guarantor to pay or
perform any of its Obligations under the terms of its Guaranty.

MATERIAL AGREEMENT -- as to any Person, any Contract to which such Person is a
party or by which such Person is bound which, if violated or breached, has or is
reasonably likely to have a Material Adverse Effect on the Borrower specifically
or the Subsidiaries taken as a whole including without limitation all
Acquisition Documents.

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MATERIAL LAW -- any separately enforceable provision of a Law whose violation by
a Person has or is reasonably likely to have a Material Adverse Effect on the
Borrower specifically or the Subsidiaries taken as a whole.

MATERIAL LICENSE -- (i) as to any Covered Person, any license, permit or consent
from a Governmental Authority or other Person and any registration and filing
with a Governmental Authority or other Person which if not obtained, held or
made by such Covered Person has or is reasonably likely to have a Material
Adverse Effect on the Borrower specifically or the Subsidiaries taken as a
whole, and (ii) as to any Person who is a party to this Agreement or any of the
other Loan Documents, any license, permit or consent from a Governmental
Authority or other Person and any registration or filing with a Governmental
Authority or other Person that is necessary for the execution or performance by
such party, or the validity or enforceability against such party, of this
Agreement or such other Loan Document.

MATERIAL OBLIGATION -- as to any Person, an Obligation of such Person which if
not fully and timely paid or performed has or is reasonably likely to have a
Material Adverse Effect on the Borrower specifically or the Subsidiaries taken
as a whole.

MATERIAL PROCEEDING -- any litigation, investigation or other proceeding by or
before any Governmental Authority (i) which involves any of the Loan Documents
or any of the transactions contemplated thereby, or involves a Covered Person or
a Guarantor as a party or any property of Covered Person or a Guarantor, and has
or is reasonably likely to have a Material Adverse Effect on the Borrower
specifically or the Subsidiaries taken as a whole if adversely determined, (ii)
in which there has been issued an injunction, writ, temporary restraining order
or any other order of any nature which purports to restrain or enjoin the making
of any Advance, the consummation of any other transaction contemplated by the
Loan Documents, or the enforceability of any provision of any of the Loan
Documents, (iii) which involves the actual or alleged breach or violation by a
Covered Person of, or default by a Covered Person under, any Material Agreement,
or (iv) which involves the actual or alleged violation by a Covered Person or
any Guarantor of any Material Law.

MATURITY -- as to any Indebtedness, the time when it becomes payable in full,
whether at a regularly scheduled time, because of acceleration or otherwise.

MAXIMUM AVAILABLE AMOUNT -- the maximum Dollar amount available for Revolving
Loan Advances on any date as limited in Section 3.1.2, as it may be changed as
provided herein.

MULTI-EMPLOYER PLAN -- a Pension Benefit Plan which is a multi-employer plan as
defined in Section 4001(a)(3) of ERISA.

NOTE -- any Revolving Note or Swingline Note.

NOTE PURCHASE AGREEMENT - that certain Note Purchase Agreement dated as of May
25, 2006, among the Borrower, 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 the same may be amended,
restated, supplemented or otherwise modified from time to time.

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NOTE PURCHASE DOCUMENTS - means the Note Purchase Agreement, the senior
guaranteed notes issued pursuant to the Note Purchase Agreement, and any
guaranty agreement executed by a Covered Person pursuant to the Note Purchase
Agreement, in each case, as the same may be amended, restated, supplemented or
otherwise modified from time to time.

NOTICE OF DEFAULT -- is specified in Section 18.4.

OBLIGATION -- as to any Person, any Indebtedness of such Person, any guaranty by
such Person of any Indebtedness of another Person, and any contractual
requirement enforceable against such Person that does not constitute
Indebtedness of such Person or a guaranty by such Person but which would involve
the expenditure of money by such Person if complied with or enforced.

OBLIGATIONS TO ADMINISTRATIVE AGENT -- exclusive of all the Loan Obligations,
all of Borrower's Indebtedness owing to Administrative Agent (whether as
principal, interest, fees or otherwise), all obligations of Borrower under
agreements between Borrower and Administrative Agent under which the exposure of
Borrower to fluctuations in interest rates is effectively limited, whether in
the form of interest rate cap, collar or corridor agreements, interest rate
swaps, or the like, or options therefor, all Indirect Obligations of Borrower
owing to Administrative Agent, all reimbursement obligations of Borrower to
Administrative Agent with respect to letters of credit, and all other
obligations and liabilities of Borrower to Administrative Agent including all
extensions, renewals, modifications, rearrangements, restructures, replacements
and refinancings of the foregoing, whether or not the same involve modifications
to interest rates or other payment terms), whether now existing or hereafter
created, absolute or contingent, direct or indirect, joint or several, secured
or unsecured, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, or acquired by
Administrative Agent outright, conditionally or as collateral security from
another, including the obligation of Borrower to repay future advances by
Administrative Agent, whether or not made pursuant to commitment and whether or
not presently contemplated by Borrower and Administrative Agent.

OPERATING LEASE -- any lease that is not a Capital Lease.

ORIGINAL LOAN AGREEMENT -- is defined in the preamble to this Agreement.

PARITY DEBT -- is defined in Section 15.2.9.

PBGC -- the Pension Benefit Guaranty Corporation.

PENSION BENEFIT PLAN -- any pension or profit-sharing plan which is covered by
Title I of ERISA and all other benefit plans, in each case in respect of which a
Covered Person or a Commonly Controlled Entity of such Covered Person is an
employer as defined in Section 3(5) of ERISA.

PERMITTED ACQUISITIONS -- any acquisition by Borrower or a Covered Person of
stock, membership interests, or other equity interests of another Person or the
assets of another Person permitted under Section 15.7.

PERMITTED DISTRIBUTIONS -- any Distributions permitted under Section 15.9.

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PERMITTED INDEBTEDNESS -- Indebtedness that Borrower is permitted under Section
15.2 to incur, assume, or allow to exist.

PERMITTED INDIRECT OBLIGATIONS -- Indirect Obligations that Borrower is
permitted under Section 15.4 to create, incur, assume, or allow to exist.

PERMITTED INVESTMENTS -- Investments that Borrower is permitted under Section
15.1 to make in other Persons.

PERMITTED SECURITY INTERESTS -- Security Interests that Borrower is permitted
under Section 15.5 to create, incur, assume, or allow to exist.

PERSON -- any individual, partnership, corporation, trust, unincorporated
association, joint venture, limited liability company, Governmental Authority,
or other organization in any form that has the legal capacity to sue or be sued.
If the context so implies or requires, the term Person includes Borrower.

PERSONAL PROPERTY -- all of the Goods, Equipment, Accounts, Inventory,
Instruments, Documents, Chattel Paper, General Intangibles and other personal
property of Borrower or any other Covered Person, whether now owned or hereafter
acquired, and all proceeds thereof.

PLEDGE AGREEMENTS -- means, collectively, the following agreements: the
Collateral Assignment of Membership Interest dated March 31, 2004, executed by
Borrower; the Stock Pledge of Ti3 stock dated March 27, 2002 executed by
Borrower; the Stock Pledge of TALX UCM Services, Inc. stock dated March 26, 2003
executed by Borrower; the Stock Pledge of UI Advantage, Inc., a Maryland
corporation dated October 15, 2004, executed by Borrower; the Stock Pledge of
TBT Enterprises, Incorporated dated October 15, 2004, executed by Borrower, the
Stock Pledge of Net Profit, Inc., a South Carolina corporation, dated October
25, 2004, by Borrower; the Stock pledge of Jon-Jay Associates, Inc. Stock dated
April 20, 2005; the Collateral Assignment of Membership Interest by TALX UCM
Services, Inc., a Missouri corporation, dated April 26, 2005; the Collateral
Assignment of Membership Interest in Unemployment Services, LLC by TALX UCM
Services, Inc. dated November 1, 2005; the Collateral Assignment of Membership
Interest in TALX Tax Credits and Incentives, LLC by TALX Corporation dated
December 15, 2005; the Collateral Assignment of Membership Interest in
Management Insight Incentives, LLC by TALX Tax Credits and Incentives, LLC dated
December 15, 2005; and the Stock Pledge of the Stock of Performance Assessment
Network, Inc., a Delaware corporation, dated April 6, 2006.

PRIME RATE --on any day, the rate of interest per annum then most recently
established by Administrative Agent as its Prime Rate. Such rate is a general
reference rate of interest, may not be related to any other rate, and may not be
the lowest or best rate actually charged by Administrative Agent to any customer
or a favored rate and may not correspond with future increases or decreases in
interest rates charged by other lenders or market interest rates in general.

PRIOR ACQUISITION - means the acquisition of the assets or stock or Glick &
Glick Consultants, LLC, Jon-Jay Associates, Inc., Employers Unity, Inc.,
Business Incentives, Inc. and Performance Assessment Network, Inc.

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PROFORMA FINANCIAL STATEMENTS -- the proforma financial statements referred to
in Section 10.1.2.

PROPOSED NEW LENDER -- is defined in Section 3.4.3.

PRO-RATA SHARE -- with respect to each Lender's obligation to make Revolving
Loans, participate in Letters of Credit, reimburse the Letter of Credit Issuer,
and receive payments of principal, interest, fees, costs, and expenses with
respect thereto, (x) prior to the Aggregate Revolving Loan Commitment being
terminated or reduced to zero, the percentage obtained by dividing (i) such
Lender's Revolving Loan Commitment, by (ii) the Aggregate Revolving Loan
Commitment of all Lenders; and (y) from and after the time the Aggregate
Revolving Loan Commitment has been terminated or reduced to zero, the percentage
obtained by dividing (i) the sum of the aggregate unpaid principal amount of
such Lender's Revolving Loans (after settlement and repayment of all Swingline
Loans by the Lenders) and such Lender's Letter of Credit Exposure, by (ii) the
sum of the aggregate unpaid principal amounts of all Revolving Loans (after
settlement and repayment of all Swingline Loans by the Lenders) and the
aggregate Letter of Credit Exposure.

RATE AGREEMENT -- (a) any and all agreements, devices or arrangements (including
all schedules, amendments and supplements thereto and all documents and
confirming evidence now or hereafter exchanged between the counterparties
confirming the transactions governed by such agreements devices or arrangements)
designed to protect at least one of the parties thereto from the fluctuations of
interest rates, exchange rates or forward rates applicable to such party's
assets, liabilities or exchange transactions, including, but not limited to,
Dollar-denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts, warrants and those
commonly known as interest rate "swap" agreements; and (b) any and all
cancellations, buybacks, reversals, terminations or assignments of any of the
foregoing.

REGULATION D, REGULATION T, REGULATION U and REGULATION X -- respectively,
Regulation D issued by the FRB, Regulation T issued by the FRB, Regulation U
issued by the FRB and Regulation X issued by the FRB.

REPORTABLE EVENT -- a reportable event as defined in Title IV of ERISA or the
regulations thereunder.

REPRESENTATIONS AND WARRANTIES -- The representations and warranties made by any
Covered Person with respect to itself and any other Covered Persons in Section
12, and the representations and warranties made in any other Loan Document or
certificate, report or opinion delivered by Borrower, any Guarantor, or any
other Covered Person pursuant to the Loan Documents, as such representations and
warranties are modified from time to time as provided in Section 13.

REPURCHASES -- Borrower's repurchase, from time to time, of its issued and
outstanding capital stock which was sold pursuant to transactions that are
registered under the Securities Act of 1933 or that are exempt therefrom.

REQUIRED LENDERS -- defined in Section 2.4.

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RESPONSIBLE OFFICER -- as to any Person that is not an individual, partnership,
limited liability company or trust, the Chairman of the Board of Directors, the
President, the chief executive officer, the chief operating officer, the chief
financial officer, the Treasurer, any Assistant to the Treasurer, or any Vice
President in charge of a principal business unit; as to any partnership, any
individual who is a general partner thereof or any individual who has general
management or administrative authority over all or any principal unit of the
partnership's business; as to any limited liability company, any managing
member, or manager, any individual who has general management or administrative
authority over all or any principal unit of the limited liability company's
business; and as to any trust, any individual who is a trustee.

REVOLVING LOAN -- any Lender's Pro-Rata Share of the Aggregate Revolving Loan.

REVOLVING LOAN ADVANCE -- an Advance by Administrative Agent that is to be
funded by Lenders under the Aggregate Revolving Loan Commitment.

REVOLVING LOAN COMMITMENT -- the commitment of each Lender as stated in Section
3.1.1. to fund Revolving Loan Advances.

REVOLVING LOAN MATURITY DATE - April 14, 2010, unless sooner accelerated in
accordance with the terms of this Agreement.

REVOLVING LOAN UNUSED FEE -- the fee described in Section 5.2.

REVOLVING NOTE -- any note delivered to a Lender as required by Section 3.1.3 to
evidence Borrower's obligation to repay such Lender's Revolving Loan.

SECOND AMENDED AND RESTATED LOAN AGREEMENT -- is defined in the preamble to this
Agreement.

SECURITY AGREEMENTS - means, collectively, the following documents: the Security
Agreement dated March 27, 2002 executed by Borrower; the Security Agreement
dated March 27, 2002 executed by TALX UCM Services, Inc. (f/k/a James E. Frick,
Inc.), a Missouri corporation; the Security Agreement dated March 27, 2002
executed by TALX FasTime Services, Inc (f/k/a Ti3,Inc.) a Texas Corporation; the
Security Agreement dated March 31, 2004, executed by TALX Employer Services,
LLC, a Missouri limited liability company; the Security Agreement dated October
15, 2004, executed by UI Advantage, Inc., a Maryland corporation; the Security
Agreement dated October 15, 2004, executed by TBT Enterprises, Incorporated, a
Maryland corporation; the Security Agreement dated October 25, 2004, by Net
Profit, Inc., a South Carolina Corporation; the Collateral Assignment of, and
Security Interest in, Lessee's Interest in Lease, dated May 28, 2004, executed
by TALX UCM Services, Inc., a Missouri corporation; the Collateral Assignment
of, and Security Interest in, Lessee's Interest in Lease dated May 28, 2004,
executed by Borrower, the Stock Pledge of Ti3 stock dated March 27, 2002
executed by Borrower; the Stock Pledge of TALX UCM Services, Inc. stock dated
March 26, 2003 executed by Borrower; the Stock Pledge of UI Advantage, Inc., a
Maryland corporation dated October 15, 2004, executed by Borrower; the Stock
Pledge of TBT Enterprises, Incorporated dated October 15, 2004, executed by
Borrower; the Stock Pledge of Net Profit, Inc., a South Carolina corporation,
dated October 25, 2004, by Borrower; the Grant of Security Interest in
Intellectual Property dated March 27, 2002 by Borrower; the Grant of

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Security Interest in Intellectual Property dated March 27, 2002 by TALX UCM
Services, Inc. (f/k/a James E. Frick, Inc.), a Missouri corporation; the Grant
of Security Interest in Intellectual Property dated March 31, 2004 executed by
Borrower; the Grant of Security Interest in Intellectual Property dated March
31, 2004, by TALX FasTime Services, Inc., a Texas corporation; the Grant of
Security Interest dated March 31, 2004, by TALX UCM Services, Inc. (f/k/a James
E. Frick, Inc.), a Missouri corporation; the Grant of Security Interest in
Intellectual Property dated October 25, 2004, by Net Profit, Inc., a South
Carolina corporation; and the Trademark Assignment by Net Profit Inc., a South
Carolina corporation, dated October 25, 2004; and Security Agreement dated April
20, 2005, executed by Jon-Jay Associates, Inc., a Massachusetts corporation;
Security Agreement dated April 26, 2005, by TALX Tax Incentive Services, LLC, a
Missouri limited liability company; and Security Agreement dated November 1,
2005, executed by Unemployment Services, LLC, a Missouri limited liability
company; the Security Agreement dated December 15, 2005, by TALX Tax Credits and
Incentives, LLC, a Missouri limited liability company; the Security Agreement
dated December 15, 2005, by Management Insight Incentives, LLC, a Missouri
limited liability company; the Security Agreement dated April 6, 2006 by
Performance Assessment Network, Inc., a Delaware corporation; and the Grant of
Security Interest in Intellectual Property dated April 6, 2006 by Performance
Assessment Network, Inc., a Delaware corporation.

SECURITY INTEREST -- as to any item of tangible or intangible property, any
interest therein or right with respect thereto that secures an Obligation or
Indirect Obligation, whether such interest or right is created under a Contract,
or by operation of law or statute (such as but not limited to a statutory lien
for work or materials), or as a result of a judgment, or which arises under any
form of preferential or title retention agreement or arrangement (including a
conditional sale agreement or a lease) that has substantially the same economic
effect as any of the foregoing.

SELLER -- any Person who is a party to any Permitted Acquisition other than
Borrower or a Covered Person.

SELLING LENDER(S) -- is defined in Section 3.4.4.

SENIOR INDEBTEDNESS -- is defined in Section 16.1.

SOLVENT -- as to any Person, such Person not being "insolvent" within the
meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform
Fraudulent Transfer Act (the "UFTA") or Section 3 of the Illinois Uniform
Fraudulent Transfer Act set forth in Section 160/3 of the Illinois Compiled
Statutes (1996) (the "Illinois UFTA"), (ii) such Person not having unreasonably
small capital, within the meaning of Section 548 of the Bankruptcy Code, Section
4 of the UFTA, or Section 5 of the Illinois UFTA, and (iii) such Person not
being unable to pay such Person's debts as they become due within the meaning of
Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the
Illinois UFTA.

SUBSIDIARY -- as to any Person, another Person with respect to which more than
50% of the outstanding shares of stock or other equity interests of each class
having ordinary voting power (other than stock having such power only by reason
of the happening of a contingency) is at the time owned by such Person or by one
or more Subsidiaries of such Person; provided, that Johnson shall not be
considered a Subsidiary of any Person for purposes of this Agreement so

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long as the book value of Johnson's total assets reflected on a balance sheet
prepared in accordance with GAAP (other than goodwill and related intangible
assets recorded in connection with the acquisition of Johnson) does not exceed
two million five hundred thousand and 00/100 ($2,500,000.00); provided, further
that TALX Limited, a company organized under the laws of England, shall not be
considered a Subsidiary of any Person for purposes of this Agreement so long as
it is not conducting any business.

SURVIVING COMPANY -- as applicable, either (i) the Person that will own the
assets to be acquired from a Target Company in a Permitted Acquisition upon the
consummation thereof, or (ii) the survivor of the merger of an Acquiring Company
with the Target Company in a Permitted Acquisition upon the consummation
thereof.

SWINGLINE -- is defined in Section 3.5.

SWINGLINE FACILITY -- is defined in Section 3.5.

SWINGLINE LOAN -- is defined in Section 3.5.

SWINGLINE LOAN EXPOSURE -- the aggregate principal amount of all outstanding
Swingline Loans issued under the Swingline Facility.

SWINGLINE NOTE -- is defined in Section 3.5.

TARGET COMPANY -- the Person whose assets or stock, membership interests, or
other equity interests will be acquired in a Permitted Acquisition upon the
consummation thereof, or if applicable, with which an Acquiring Company will
merge in a Permitted Acquisition upon the consummation thereof.

TAX -- as to any Person, any tax, duty, impost, deduction, charges,
withholdings, assessment, fee, or other charge 1evied by a Governmental
Authority (and all liabilities associated therewith) on the income or property
of such Person, including any interest or penalties thereon, and which is
payable by such Person.

TOTAL INDEBTEDNESS -- is defined in Section 16.1.

UCC -- the Uniform Commercial Code as in effect from time to time in the State
of Illinois or such other similar statute as in effect from time to time in
Illinois or any other appropriate jurisdiction.

UNITED STATES -- when used in a geographical sense, all the states of the United
States of America and the District of Columbia; and when used in a legal
jurisdictional sense, the government of the country that is the United States of
America.

WAGE AND HOUR LAWS -- the Davis-Bacon Act, the Service Contract Act, the
Contract Work Hours & Safety Standards Act and any other federal Law governing
wage compensation or hours of work.

WELFARE BENEFIT PLAN -- any plan described by Section 3(1) of ERISA.

                                       96
<PAGE>

                                    EXHIBIT 3

                LENDERS, LENDERS' COMMITMENTS AND PRO-RATA SHARES

<TABLE>
<CAPTION>
                     LENDER                        REVOLVING LOAN COMMITMENTS
------------------------------------------------   --------------------------
<S>                                                <C>
LaSalle Bank National Association                      $     45,000,000
Southwest Bank of St. Louis                            $     35,000,000
National City Bank of the  Midwest                     $     25,000,000
Fifth Third Bank                                       $     17,500,000
Merrill Lynch Capital, a Division of
Merrill Lynch Business Financial Services Inc.         $     17,500,000
First Bank                                             $     10,000,000
AGGREGATE COMMITMENT                                   $ 150,000,000.00
</TABLE>

<PAGE>

                                  EXHIBIT 3.4.1

                            COMMITMENT AND ACCEPTANCE

                                      Date

LaSalle Bank National Association
One North Brentwood, Suite 950
St. Louis, Missouri 63105
Attention: [____________]

Ladies and Gentlemen:

      Reference is hereby made to that certain Third Amended and Restated Loan
Agreement dated May 25, 2006 by and among TALX Corporation, as Borrower, the
financial institutions party thereto as Lenders and LaSalle Bank National
Association, in its individual capacity as a Lender and as Agent (as amended,
restated, supplemented or otherwise modified, the "Loan Agreement"). Defined
terms used herein and not otherwise defined herein shall have the meanings given
to them in the Loan Agreement.

      Pursuant to Section 3.4.1 of the Loan Agreement, the Borrower has
requested an increase in the Aggregate Revolving Loan Commitment in the amount
of $__________ from $____________ to $____________. Such increase in the
Aggregate Revolving Loan Commitment is to become effective on the date (the
"Effective Date") which is the later of (i) __________, _____ and (ii) the date
on which the conditions precedent set forth in Section 3.4.1 in respect of such
increase have been satisfied. In connection with such requested increase in the
Aggregate Revolving Loan Commitment, the Administrative Agent and
_______________ (the "Accepting Bank") hereby agree as follows:

      1. Effective as of the Effective Date, the Accepting Bank shall become a
party to the Loan Agreement as a Lender and shall have all of the rights and
obligations of a Lender thereunder and shall thereupon have a [Revolving Loan
Commitment under and for purposes of the Loan Agreement in an amount equal to
the] or [the Revolving Loan Commitment of the Accepting Bank under the Loan
Agreement shall be increased from $_________ to the] amount set forth opposite
the Accepting Bank's name on the signature page hereof.

      2. The Accepting Bank hereby (i) confirms that it has received a copy of
the Loan Agreement, together with copies of such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Commitment and Acceptance agreement; (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it shall deemed
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Agreement; (iii) appoints and authorizes the
Administrative Agent to take such action as contractual representative on its
behalf and to exercise such powers under

<PAGE>

the Loan Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Agreement and the Intercreditor Agreement are required to be performed by
it as a Lender.

      Revolving Loan Commitment:        [Name of Lender]

      $______________

                                        By: ____________________________________

                                            Name: ______________________________

                                            Title:______________________________


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Administrative Agent

                                        By: ____________________________________

                                            Name: ______________________________

                                            Title:______________________________


                                        TALX CORPORATION,
                                        as Borrower

                                        By: ____________________________________

                                            Name: ______________________________

                                            Title:______________________________

<PAGE>

                                  EXHIBIT 7.10
                            LOAN REQUEST CERTIFICATE
                                (REVOLVING LOAN)

To: LaSalle Bank Nation Association
From: TALX Corporation (the "Company")

      This Loan Request Certificate is delivered pursuant to the Third Amended
and Restated Loan Agreement (the "Loan Agreement") dated May 25, 2006 by and
among LaSalle Bank National Association, as a Lender and as Administrative Agent
("Agent"), and the other lender parties thereto and TALX Corporation
("Borrower"). All terms used herein shall have the meaning set forth in the Loan
Agreement.

The undersigned hereby gives irrevocable notice of a request for a borrowing as
follows:

<TABLE>
<S>   <C>                                                               <C>
1.    New Loan Request: The undersigned hereby requests Lender to make
      and disburse a Loan to Borrower in the amount of:                 $_________________________________

2.    INTEREST RATE REQUESTED:  The undersigned hereby elects           (1)      _______ Adjusted Base Rate
      for interest to accrue on the Revolving Loan requested herein on  (2)      _______ One-month Eurodollar
      the basis of (Select One):                                        (3)      _______ Two-month Eurodollar
                                                                        (4)      _______ Three-month Eurodollar
                                                                        (5)      _______ Six-month Eurodollar

3.    ADVANCE DATE REQUESTED:                                           ________________________________
</TABLE>

      The undersigned hereby represents, warrants, ratifies and confirms that,
on the date hereof and as of the date of the advance as set forth above, all
representations and warranties of Borrower contained in the Loan Agreement are
true and correct, that Borrower is in compliance with all covenants of Borrower
contained in the Loan Agreement, that no Event of Default under the Loan
Agreement has occurred and is continuing and no event that but for the passage
of time or the giving of notice would be an Event of Default under the Loan
Agreement has occurred and is continuing, that all information contained in this
Loan Request Certificate is true and correct and that the new loan request
amount set forth above does not exceed the Maximum Available Amount.

EXECUTED this _____ day of ______________________, 200__.

                                           TALX CORPORATION,
                                           a Missouri corporation

                                           By:  ________________________________
                                           Name:  ______________________________
                                           Title: ______________________________

<PAGE>

                                 EXHIBIT 10.1.1
                         DOCUMENTS AND REQUIREMENTS LIST

                                Closing Checklist

<PAGE>

                                   EXHIBIT 12

                         DISCLOSURE SCHEDULE OF BORROWER

<PAGE>

                                  EXHIBIT 14.14
                         FORM OF COMPLIANCE CERTIFICATE

TO: LaSalle Bank National Association, as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Third Amended
and Restated Loan Agreement dated as of May 25, 2006 (as it may be amended,
modified, restated or replaced from time to time, the Loan Agreement), among
TALX Corporation (referred to herein both collectively and individually as
Borrower), LaSalle Bank National Association, as Administrative Agent
(Administrative Agent) and the Lenders as defined in the Loan Agreement
(Lenders). Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings defined in the Loan Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

      1.    I am the Chief Financial Officer of Borrower.

      2.    I have reviewed the terms of the Loan Agreement and the Loan
            Documents and I have made, or have caused to be made under my
            supervision, a review of the transactions and conditions of Borrower
            and each other Covered Person during the accounting period covered
            by the attached Financial Statements.

      3.    The examinations described in paragraph 2 did not disclose, and I
            have no knowledge of, the existence of any condition or event which
            constitutes an Default or Event of Default as of the date of this
            Compliance Certificate; and to my knowledge all of the
            Representations and Warranties (including those of each Guarantor in
            its Guaranty) are true in all material respects.

      4.    <Use for annual financial statements: Schedule I attached hereto
            contains the Financial Statements for Borrower for the fiscal year
            ended _____, which are complete and correct in all material respects
            and have been prepared in accordance with GAAP applied consistently
            throughout the period and with prior periods (except as disclosed
            therein).>

            <Use for quarterly and monthly financial statements: Schedule I
            attached hereto contains the Financial Statements for Borrower for
            the fiscal <quarter> <month> ended _____, which are complete and
            correct in all material respects (subject to normal year-end audit
            adjustments) and have been prepared in accordance with GAAP applied
            consistently throughout the period and with prior periods (except as
            disclosed therein).>

      5.    Borrower and every other Covered Person is in compliance with all of
            the covenants in the Loan Agreement, including the financial
            covenants in Section 16, and Schedule II attached hereto contains
            calculations based on Borrower's financial statements and other
            financial records that show Borrower's compliance with such
            financial covenants. The calculations and the data upon which they
            are based are believed by me to be complete and correct.

This Compliance Certificate, together with the Schedules hereto, is executed and
delivered this day of _____________________.

                                     By: _______________________________________
                                     Print Name: _______________________________
                                     Title: ____________________________________

<PAGE>

                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                        SEE CURRENT FINANCIAL STATEMENTS.

<PAGE>

                      SCHEDULE II TO COMPLIANCE CERTIFICATE

All calculations done in accordance with GAAP on a consolidated basis, in
accordance with the provisions of the Third Amended and Restated Loan Agreement
and based on the period ended __________________. Any inconsistencies between
the descriptions of the items set forth in this Schedule II and the terms of any
of Sections 16.1 through 16.6 shall be resolved in favor of the terms set forth
in Sections 16.1 through 16.6. Reference should be made to Sections 16.1 through
16.6 of the Second Amended and Restated Loan Agreement for more specific
instructions regarding the calculation periods and how the components of the
financial covenants should be calculated.

<TABLE>
<S>               <C>                                                                                      <C>
I. EBITDA (for preceding four fiscal quarters) (Section 16.1):

                  (i)      Net Income                                                                      $_________

                  (ii)     Interest Expense                                                                $_________

                  (iii)    Federal, State and Local Income Tax expense accrued for
                           as a liability                                                                  $_________

                  (iv)     Amortization of good will and other intangible assets
                           and depreciation expense taken or accrued for in such
                           period, without duplication                                                     $_________

                  (v)      Extraordinary losses in such period incurred or accrued
                           for in such period, without duplication                                         $_________

                  (vi)     Share based compensation expense                                                $_________

                  (vii)    Sums related to consummation of Prior Acquisitions
                           ($2,700,000.00, $1,675,000.00, $650,000.00, or
                           $325,000.00, if applicable)                                                     $_________

                  (viii)   Sum of Items (i) through (vii)                                                  $_________

                  (ix)     Extraordinary income/gain in such period incurred or
                           accrued for in such period, without duplication                                 $_________

                  (x)      Items (viii) minus Item (ix) -- EBITDA                                          $_________

II. EBIT (for preceding four fiscal quarters) (Section 16.1):

                  (i)      Net Income                                                                      $_________

                  (ii)     Interest Expense                                                                $_________
</TABLE>

<PAGE>

<TABLE>
<S>                <C>                                                                                     <C>
                  (iii)    Federal, State and Local Income Tax expense accrued for
                           as a liability                                                                  $_________

                  (iv)     Share based compensation expense                                                $_________

                  (v)      Sums related to consummation of Prior Acquisitions
                           ($2,700,000.00, $1,675,000.00, $650,000.00, or $325,000.00, if
                           applicable)                                                                     $_________

                  (vi)     Sum of Items (i) through (v) - EBIT                                             $_________

III. MINIMUM INTEREST COVERAGE (for preceding four fiscal quarters) (Section
16.3)

         A.       EBIT (for preceding four fiscal quarters per Item II (vi))                               $_________

                  Less:    (i)    Dividends                                                                $_________

                           (ii)   Federal, State and Local Income Tax expense
                                  accrued for as a liability                                               $_________

         B.       Subtotal (EBIT minus (i) and (ii))                                                       $_________

         C.       Interest Expense                                                                         $_________

         D.       Ratio of Item B to Item C                                                                ______: 1.0

         E.       Minimum ratio required by Section 16.3: 2.0 to 1.

IV. TOTAL INDEBTEDNESS TO EBITDA (for preceding four fiscal quarters) (Section
16.4)

         A.       Total Indebtedness                                                                       $_________

         B.       EBITDA (for preceding four fiscal quarters per Item I (xiii))                            $_________

         C.       Ratio of Item A to Item B                                                                ______: 1.0

         D.       Maximum Ratio of Total Indebtedness to EBITDA permitted by
                  Section 16.4: 2.50 to 1; provided that, notwithstanding the
                  foregoing, for the fiscal quarters ending June 30, 2006 and
                  September 30, 2006, the Borrower's ratio of Total Indebtedness
                  to EBITDA shall not be greater than 2.75 to 1.

V. MINIMUM EBITDA (for preceding four fiscal quarters) (Section 16.6)

         A.       EBITDA (for preceding four fiscal quarters per Item 1 (xiii))                            $_________

         B.       75% EBITDA of Permitted Acquisitions                                                     $_________

         C.       Minimum EBITDA  required by Section 16.6: commencing with the quarter
                  ending June 30, 2006, $60,400,000 plus 75% EBITDA of Permitted
                  Acquisitions                                                                             $_________
</TABLE>

<PAGE>

                                 EXHIBIT 20.4.1
                                      FORM

                            ASSIGNMENT AND ACCEPTANCE

                           DATED: ___________, ______

      Third Amended and Restated Loan Agreement dated as of May 25, 2006 (as it
may be amended, modified, restated or replaced from time to time, the Loan
Agreement) among TALX Corporation (referred to herein both collectively and
individually as Borrower), LaSalle Bank National Association, as Administrative
Agent (Administrative Agent) and the Lenders as defined in the Loan Agreement
(Lenders). Terms defined in the Loan Agreement are used herein with the same
meaning.

The Assignor and the Assignee referred to on Schedule 1 agree as follows:

1.    The Assignor hereby sells and assigns to the Assignee, without recourse
      and without representation or warranty except as expressly set forth
      herein, and the Assignee hereby purchases and assumes from the Assignor,
      an interest in and to the Assignor's rights and obligations under the Loan
      Agreement and the other Loan Documents as of the date hereof equal to the
      percentage interest specified on Schedule 1 of all outstanding rights and
      obligations under the Loan Agreement and the other Loan Documents. After
      giving effect to such sale and assignment, the Assignee's Commitment and
      the amount of the Loans owing to the Assignee will be as set forth on
      Schedule 1.

2.    The Assignor (i) represents and warrants that it is the legal and
      beneficial owner of the interest being assigned by it hereunder and that
      such interest is free and clear of any adverse claim; (ii) makes no
      representation or warranty and assumes no responsibility with respect to
      any statements, warranties or representations made in or in connection
      with the Loan Documents or the execution, legality, validity,
      enforceability, genuineness, sufficiency or value of the Loan Documents or
      any other instrument or document furnished pursuant thereto; (iii) makes
      no representation or warranty and assumes no responsibility with respect
      to the financial condition of any Covered Person or the performance or
      observance by any Covered Person of any of its obligations under the Loan
      Documents or any other instrument or document furnished pursuant thereto;
      and (iv) attaches the Note(s) held by the Assignor and requests that
      Administrative Agent exchange such Note(s) for new Note(s) payable to
      the order of the Assignee in an amount equal to the Commitment assumed by
      the Assignee pursuant hereto and to the Assignor in an amount equal to the
      Commitment retained by the Assignor, if any, as specified on Schedule 1.

3.    The Assignee (i) confirms that it has received a copy of the Loan
      Agreement, together with copies of the financial statements referred to in
      Section thereof and such other documents and information as it has deemed
      appropriate to make its own credit analysis and decision to enter into
      this Assignment and Acceptance; (ii) agrees that it will, independently
      and without reliance upon Administrative Agent, the Assignor or any other

<PAGE>

      Lender and based on such documents and information as it shall deem
      appropriate at the time, continue to make its own credit decisions in
      taking or not taking action under the Loan Agreement; (iii) confirms that
      it is an Eligible Assignee; (iv) appoints and authorizes Administrative
      Agent to take such action as agent on its behalf and to exercise such
      powers and discretion under the Loan Agreement as are delegated to
      Administrative Agent by the terms thereof, together with such powers and
      discretion as are reasonably incidental thereto; (v) agrees that it will
      perform in accordance with their terms all of the obligations that by the
      terms of the Loan Agreement and the Intercreditor Agreement are required
      to be performed by it as a Lender; and (vi) attaches any U.S. Internal
      Revenue Service or other forms required under Section

4.    Following the execution of this Assignment and Acceptance, it will be
      delivered to Administrative Agent for acceptance and recording by
      Administrative Agent. The effective date for this Assignment and
      Acceptance (the Effective Date) shall be the date of acceptance hereof by
      Administrative Agent, unless otherwise specified on Schedule 1.

5.    Upon such acceptance and recording by Administrative Agent, as of the
      Effective Date, (i) the Assignee shall be a party to the Loan Agreement
      and the Intercreditor Agreement and, to the extent provided in this
      Assignment and Acceptance, have the rights and obligations of a Lender
      thereunder and (ii) the Assignor shall, to the extent provided in this
      Assignment and Acceptance, relinquish its rights and be released from its
      obligations under the Loan Agreement.

6.    Upon such acceptance and recording by Administrative Agent, from and after
      the Effective Date, Administrative Agent shall make all payments under the
      Loan Agreement and the Notes in respect of the interest assigned hereby
      (including, without limitation, all payments of principal, interest and
      commitment fees with respect thereto) to the Assignee. The Assignor and
      Assignee shall make all appropriate adjustments in payments under the Loan
      Agreement and the Notes for periods prior to the Effective Date directly
      between themselves.

7.    This Assignment and Acceptance shall be governed by, and construed in
      accordance with, the laws of the State of Illinois.

8.    This Assignment and Acceptance may be executed in any number of
      counterparts and by different parties hereto in separate counterparts,
      each of which when so executed shall be deemed to be an original and all
      of which taken together shall constitute one and the same agreement.
      Delivery of an executed counterpart of Schedule 1 to this Assignment and
      Acceptance by telecopier shall be effective as delivery of a manually
      executed counterpart of this Assignment and Acceptance.

      IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1
to this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date specified thereon.

<PAGE>

                                                                   EXHIBIT 10.45

                                   SCHEDULE 1
                                       to
                            ASSIGNMENT AND ACCEPTANCE
<TABLE>
<S>                                                           <C>
Percentage interest assigned:                                  ___________%

Assignee's Commitment:                                        $___________

Aggregate outstanding principal amount of Loans assigned:     $___________

Principal amount of Note payable to Assignee:                 $___________

Principal amount of Note payable to Assignor:                 $___________

Effective Date (if other than date of acceptance by Administrative Agent):
                                                              * __________, ______
</TABLE>

                                     [NAME OF ASSIGNOR], as Assignor

                                     By: _____________________________________
                                     Title: __________________________________

                                     Dated: _____________________________, ___

                                     [NAME OF ASSIGNEE], as Assignee

                                     By: _____________________________________
                                     Title: __________________________________

                                     Applicable Lending Office:

<PAGE>

*This date should be no earlier than five Business Days after the delivery of
this Assignment and Acceptance to Administrative Agent.

Accepted [and Approved]
This __________ day of _______________, _____

LaSalle Bank National Association, as Administrative Agent

By:    __________________________________
Title: __________________________________

Accepted [and Approved]**
This __________ day of _______________, _____

TALX Corporation,

By:    __________________________________
Title: __________________________________

**Approval of Borrower required only if there is no Existing Default