AMENDED AND RESTATED LOAN AGREEMENT

Ex 10.1

CONFIDENTIAL TREATMENT REQUESTED BY
TALX CORPORATION

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 March 31, 2004

* Confidential portions of this agreement have been omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED BY
TALX CORPORATION

TABLE OF CONTENTS

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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 , and LaSalle and the other lenders listed on Exhibit 3 to this Amended and Restated Loan Agreement ( Agreement ), as Lenders, agree as follows:

     The Borrower, LaSalle and Southwest Bank of St. Louis ( Southwest ) entered into that certain Loan Agreement dated March 27, 2002 ( Initial Loan Agreement ), as amended by that First Amendment to Loan Agreement dated July 29, 2002 among Borrower, LaSalle and Southwest ( First Amendment ), as further amended by that Second Amendment to Loan Agreement dated January 27, 2003 among Borrower, LaSalle and Southwest ( Second Amendment ), as further amended by that Third Amendment to Loan Agreement dated June 30, 2003 among Borrower, LaSalle and Southwest ( Third Amendment ) (collectively, the Initial Loan Agreement, as so amended by the First Amendment, Second Amendment and Third Amendment, is referred to herein as the Original Loan Agreement ). The Borrower, in order to finance the Current Acquisition, in order to arrange financing for the Approved Acquisitions and in order to refinance the existing Indebtedness under the Original Loan Agreement, hereby requests that the aggregate commitments available under the Original Loan Agreement be increased and that certain additional amendments be made to the Original Loan Agreement and, for the sake of clarity and convenience, that the Original Loan Agreement be restated in its entirety as so amended. From the Effective Date (defined below), all references made to the Original Loan Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement.

1. Effective Date. This Agreement is effective March 31, 2004.

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 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.

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2.4. References to Required Lenders. The words Required Lenders means any one or more Lenders whose shares of Lenders’ Exposure at the relevant time aggregate at least sixty six and two-thirds percent (66 2/3%).

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, if applicable, 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 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, 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.

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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 (as listed on Exhibit 3 hereto) of an Aggregate Revolving Loan Commitment of $15,000,000.00, by funding such Lender’s pro-rata share of Revolving Loan Advances made from time to time by Administrative Agent as provided herein. 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 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 lesser of (i) the Aggregate Revolving Loan Commitment and (ii) the Borrowing Base 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 lesser of (i) the Aggregate Revolving Loan Commitment and (ii) the Borrowing Base on such date, minus (a) the amount outstanding under the Aggregate Revolving Loan on such date, and (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).

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.

3.1.4. Borrowing Base. The Borrowing Base on any date shall be 75% of the sum of all Eligible Accounts on the financial statements of the Borrower as of the close of business on such date, or as certified in the Borrowing Base Certificate most recently furnished to Administrative Agent as required in Section 14.15.1, whichever is less.

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3.1.5. Eligible Accounts. Eligible Accounts include all Accounts of all Covered Persons, less Accounts arising out of the UC Business, plus Eligible UC Business Accounts other than the following, unless approved in writing by Administrative Agent in each case: (i) any Account with respect to which Administrative Agent does not have a valid and enforceable, first priority, perfected Security Interest, or any Account in which any Person other than Administrative Agent has a Security Interest; (ii) any Account which remains unpaid as of 120 days after the original date of the applicable invoice; (iii) any Account of a single Account Debtor if 35% or more of the balances due on all Accounts of such Account Debtor are ineligible under clause (ii); (iv) any Account with respect to which the Account Debtor is an Affiliate or employee of Borrower or any Covered Person; (v) any Account as to which the perfection of Administrative Agent’s Security Interest is governed by any federal, state or local statutory requirements other than those of the UCC or the Claims Act; (vi) any Account(s) with respect to which the Account Debtor is the United States of America or any state or any department, agency, public corporation or other instrumentality thereof, to the extent the aggregate balance of such Accounts is greater than $450,000; (vii) any Account(s) with respect to which the Account Debtor is not a Person formed pursuant to the law of the United States or any state located in the United States and does not maintain its chief executive office within the United States and any Account with respect to which the Account Debtor is the government of any foreign country or any municipality or other political subdivision thereof, or any department, agency, public corporation or other instrumentality thereof, to the extent the aggregate balance of such Accounts is greater than $50,000; (viii) any Account with respect to goods or services whose delivery or performance has been rejected by the Account Debtor or whose earlier acceptance has been revoked; (ix) any Account arising from the delivery of goods or performance of services for which an invoice has not been sent to the Account Debtor within (a) fifteen days after the end of the month in which such goods or services were delivered or performed or (b) fifteen days after the end of the contractual billing cycle, whichever of the aforesaid (a) or (b) is applicable to such Account; (x) any Account owing by an Account Debtor that is the subject of a bankruptcy or similar insolvency proceeding, has made an assignment for the benefit of creditors, has acknowledged that it is unable to pay its debts as they mature, or whose assets have been transferred to a receiver or trustee, or who has ceased business as a going concern; (xi) any Account owing by an Account Debtor that has disputed liability or made any claim with respect to any other Account due from such Account Debtor, or that has any right of setoff against such Account, or to which the applicable Covered Person is indebted in any way, but only to the extent of such indebtedness, setoff, dispute or claim; (xii) any Account subject to a chargeback from a volume discount or an advertising discount, but only to the extent of such chargeback or discount; (xiii) any Account with respect to which the delivery of goods or performance of services is bonded; (xiv) any Account as to which Administrative Agent does not have the right or ability to obtain direct payment to Administrative Agent; (xv) any Account with respect to which any of the covenants and agreements contained in any of the Loan Documents or any of

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the Representations and Warranties are not or have ceased to be complete and correct in all material respects or have been breached; (xvi) any Account with respect to which, in whole or in part, a check or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason, but only to the extent such payment remains uncollected; (xvii) any Account which represents a progress billing, other than the Eligible UC Business Accounts, or as to which the applicable Covered Person has extended the time for payment without the consent of Administrative Agent (for purposes hereof, progress billing being any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon the applicable Covered Person’s completion of any further performance under the contract or agreement but shall not include any invoices rendered under such contracts or agreements to the extent the Account Debtor is obligated to pay for services which have been rendered); (xviii) any Account which is evidenced by a promissory note or other instrument or by chattel paper or which has been reduced to judgment; and (xix) any Account which arises out of a sale not made in the ordinary course of the applicable Covered Person’s business.

3.2. Term Loan Commitments.

3.2.1. Aggregate Term Loans.

3.2.1.1. Aggregate Term Loan A. Each Lender commits to make available to Borrower such Lender’s pro-rata share (as listed on Exhibit 3 hereto) of an Aggregate Term Loan A Commitment of $58,000,000.00 by funding such Lender’s pro-rata share of (i) the initial Term Loan A Advance ( Initial Term Loan A Advance ) by Administrative Agent on the Effective Date as provided herein and (ii) a second Term Loan A Advance ( Second Term Loan A Advance ) by the Administrative Agent on the date the conditions set forth in this Agreement are satisfied, provided that such Second Term Loan A Advance must occur no later than September 30, 2004. The amount of the Second Term Loan A Advance may not exceed the Aggregate Term Loan A Commitment less the amount of the Initial Term Loan A Advance. Each Lender’s Term Loan A Commitment is its pro-rata share of the Aggregate Term Loan A Commitment. The Term Loan A Commitment of each Lender shall expire concurrently with the making of such Second Term Loan A Advance or September 30, 2004, whichever occurs first.

3.2.1.2. Aggregate Term Loan B. Each Lender commits to make available to Borrower such Lender’s pro-rata share (as listed on Exhibit 3 hereto) of an Aggregate Term Loan B Commitment of $10,000,000.00 by funding such Lender’s pro-rata share of up to two Term Loan B Advances on the date or dates the conditions set forth in this Agreement are satisfied, provided that any Term Loan B Advance must occur no later than September 30, 2004. Each Lender’s Term Loan B Commitment is its pro-

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rata share of the Aggregate Term Loan B Commitment. The Term Loan B Commitment of each Lender shall expire concurrently with the making of a second Term Loan B Advance or September 30, 2004, whichever occurs first.

3.2.2. Term Loan Notes. The obligation of Borrower to repay each Lender’s Term Loans shall be evidenced by a promissory note payable to the order of such Lender in a principal amount equal to its pro-rata share of the Aggregate Term Loan A Commitment and Aggregate Term Loan B Commitment and otherwise in form and substance satisfactory to Lenders.

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 days prior to the Revolving Loan Maturity Date; provided, however, that the expiration date for a Letter of Credit may be later than the Revolving Loan Maturity Date if Letter of Credit Issuer consents to such issuance and Borrower provides to Letter of Credit Issuer cash collateral satisfactory to Letter of Credit Issuer as security for Borrower’s obligation to reimburse Letter of Credit Issuer for all draws thereunder. 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-rata undivided interest shall be the same as its pro-rata share of the Aggregate Revolving Loan Commitment.

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 Loans. Borrower may, as provided in Section 7, designate the whole of an Advance or any part of an Advance (provided that any partial designation of the Term Loan A Advance or Term Loan B Advance shall apply to a minimum of $1,000,000.00 of the Term Loan) 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

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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 and the Adjusted Base Rate for any Base Rate Loan which is a Term 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, and the Adjusted Eurodollar Rate for any Eurodollar Loan which is a Term Loan shall be the Eurodollar Rate plus the applicable Eurodollar Margin determined from the table in Section 4.5.

4.5. Base Rate Margins and Eurodollar Margins.

Commencing on the Effective Date, the Margins shall be determined as follows:

Revolving Loans and Term Loan A:

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Term Loan B:

The ratio of Borrower’s Total Indebtedness to EBITDA (for the four fiscal quarter period of Borrower most recently ended) on a pro forma basis as of the Effective Date (after giving effect to the Current Acquisition and the consummation of the transactions contemplated hereby, the funding of the Initial Term Loan A Advance, the initial Revolving Loan Advance, if made concurrently with the Initial Term Loan A Advance, and the payment of all fees and expenses hereunder) is 1.46 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 and further provided that any designation of a portion of a Term Loan A Advance or a Term Loan B Advance shall apply to a minimum of $1,000,000.00 of the Term Loan. 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

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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.

4.7. Interest Periods for Eurodollar Loans. For each Eurodollar Loan Borrower shall select an Interest Period that is either 30, 60, 90, or 180 days; provided that:

(i) 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;

(ii) 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;

(iii) 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

(iv) no Interest Period for a Eurodollar Loan that is part of the Aggregate Revolving Loan shall extend beyond the Revolving Loan Maturity Date, and no Interest Period for a Eurodollar Loan that is part of the Aggregate Term Loan A or Aggregate Term Loan B shall extend beyond the Term 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 before the initial Advances on the Effective Date and on each Business Day thereafter when the Base Rate changes.

4.10. Rate After Maturity. Borrower shall pay interest on the Aggregate Loans and any Obligations with respect to Letters of Credit after their Maturity, and, at the option of Administrative Agent, on the Aggregate Loans and on the other Loan Obligations after the occurrence of an Event of Default, at a rate per annum of three percent (3.0%) plus the Adjusted Base Rate.

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5. Fees.

5.1. Commitment Fee . Borrower shall pay to Administrative Agent the fees pursuant to the fee letters entered into by Borrower from time to time.

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 Effective Date to 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, and (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 Effective 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 as follows:

The ratio of Borrower’s Total Indebtedness to EBITDA (for the four fiscal quarter period of Borrower most recently ended) on a pro forma basis as of the Effective Date (after giving effect to the Current Acquisition and the consummation of the transactions contemplated hereby, the funding of the Initial Term Loan A Advance, the initial Revolving Loan Advance, if made concurrently with the Initial Term Loan A Advance, and the payment of all fees and expenses hereunder) is 1.46 to 1. Thereafter, the applicable Unused Fee Rate 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

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delivers such Financial Statements (and accompanying Compliance Certificate) to Administrative Agent.

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 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 Agency Fee for the first twelve (12) months shall be paid on or before the Effective Date, and an annual Agency Fee payment shall thereafter be made to Administrative Agent on each anniversary date of the Effective 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.

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 Effective 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

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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 90 days, 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 90 days’ 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. Scheduled Payments on Term Loans.

6.2.1. Interest. Borrower shall pay interest accrued on each Base Rate Loan included in the Aggregate Term Loan A monthly in arrears, beginning on the last day of the first calendar month ending after the Effective Date, and continuing on the last day of each calendar month thereafter, and on the Term Loan Maturity Date. Borrower shall pay interest accrued on each Base Rate Loan included in the Aggregate Term Loan B monthly in arrears, beginning on the last day of the first calendar month ending after the initial disbursement of the Aggregate Term Loan B, and continuing on the last day of each calendar month thereafter, and on the Term Loan Maturity Date. Borrower shall pay interest accrued on each Eurodollar Loan included in the Aggregate Term Loan A and Aggregate Term Loan B at the end of its Interest Period and, in addition, for each such Eurodollar Loan with an Interest Period longer than 90 days, 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 90 days’ duration been applicable to such Eurodollar Loan. Borrower shall pay interest accrued on the Aggregate Term Loan A and Aggregate Term Loan B after the Term Loan Maturity Date on demand.

6.2.2. Principal.

6.2.2.1. Term Loan A. Borrower shall repay the Aggregate Term Loan A in quarterly installments of principal based on the outstanding principal amount of the Aggregate Term Loan A as of June 30, 2004. The amount of each quarterly principal installment shall be determined on June 30, 2004 by dividing the then outstanding Dollar amount of the Initial Term Loan A Advance by twenty. The initial principal installment payment shall be due and payable on June 30, 2004 and subsequent principal installments shall be due and payable each September 30, December 31, March 31 and June 30 thereafter, with one final installment payment due and payable on the Term Loan Maturity Date in the amount of all Indebtedness under each Term Note A then outstanding. Provided, however, to the extent the Second Term Loan A Advance is made after the Initial Term Loan A Advance, the principal amount of such Second Loan A Advance shall be divided by twenty and the quotient shall be payable

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and due, in addition to the amount set forth above, commencing on the last day of quarter immediately following the quarter in which the Second Term Loan A Advance is made, and with the final installment payment due and payable on the Term Loan Maturity Date in the amount of all Indebtedness under the Term A Notes then outstanding.

6.2.2.2. Term Loan B. Borrower shall repay the Aggregate Term Loan B in quarterly installments of principal based on the outstanding principal amount of the Aggregate Term Loan B as of December 31, 2004. The amount of each quarterly principal installment shall be determined as of December 31, 2004 by dividing the then outstanding principal amount of the Aggregate Term Loan B by two hundred. The initial principal installment payment shall be due and payable on December 31, 2004 and subsequent principal installments shall be due and payable each March 31, June 30, September 30 and December 31 thereafter, with one final balloon payment due and payable on the Term Loan Maturity Date in the amount of all Indebtedness under each Term Note B then outstanding.

6.3. Prepayments.

6.3.1. Voluntary Prepayments. Subject to the limitations in the following sentences, Borrower may wholly or partially prepay any Base Rate Loan or Eurodollar Loan that is included in the Aggregate Term Loan A or Aggregate Term Loan B without payment of a premium. 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. Borrower may specify in writing to Administrative Agent prior to making a voluntary prepayment whether such prepayment is to be made on the Aggregate Revolving Loan or a Term Loan. In the event Borrower does not specify whether such prepayment is made on the Aggregate Revolving Loan or a Term Loan, it shall be applied first to the Term Loans in the order specified herein and then to the Aggregate Revolving Loan. All voluntary prepayments of a Term Loan described in this Section 6.3.1 will be deemed made and shall be applied in reduction of the Aggregate Term Loan B (and all compensation due pursuant to Section 19.4 in connection therewith) until reduced to zero, and will be applied by Lenders to reduce their pro-rata shares, and consequently the aggregate amounts,

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of the quarterly repayment installments required under Section 6.2.2 in the inverse order of their due dates. Thereafter, all subsequent voluntary prepayments of a Term Loan described in this Section 6.3.1 shall be deemed made on the Aggregate Term Loan A (and all compensation due pursuant to Section 19.4 in connection therewith) until reduced to zero, and will be applied by Lenders to reduce their pro-rata shares, and consequently the aggregate amounts, of the quarterly repayment installments required under Section 6.2.1 in the inverse order of their due dates. Thereafter, all subsequent 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 and the Letter of Credit Exposure exceeds the lesser of (i) the Aggregate Revolving Loan Commitment and (ii) the Borrowing Base, 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.

6.3.3. Other Mandatory Prepayments.

6.3.3.1. Proceeds from Sales of Assets. If Borrower or any Covered Person sells any of its assets in a single transaction or related series of transactions that are not in the ordinary course of business, Borrower shall make a payment to Administrative Agent for the ratable benefit of the Lenders, to be applied to first reduce the Aggregate Term Loan B, then the Aggregate Term Loan A, in the aggregate amount of 50% of the gross proceeds therefrom less reasonable selling expenses and the increment in federal, state and local income taxes, if any, payable as a consequence of any taxable gain from such sale. Borrower need not make such prepayment, however, (i) to the extent the net proceeds from such sale or sales are less than $250,000.00 in any one fiscal year, or (ii) to the extent

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the net proceeds of any such sale of a capital asset are expended by Borrower within 180 days of completion of the sale for replacement of such asset by another asset of comparable type and utility, provided that Borrower shall confirm to Administrative Agent that such asset is subject to the first lien in favor of Administrative Agent contemplated hereby, and such expenditure will not result in Borrower exceeding the limits for Capital Expenditures in Section 16.2. Notwithstanding the foregoing, the prepayment payment requirement from the sale of assets shall no longer apply as of the date that Borrower shall demonstrate for two (2) consecutive quarters that the ratio of Borrower’s Total Indebtedness to EBITDA (for the four fiscal quarter periods of Borrower most recently ended) for each such quarter is less than 1.5 to 1 by providing such information in the Compliance Certificate.

6.3.3.2. Proceeds from Sale of Securities or Issuance of Indebtedness. If after the Effective Date Borrower or any Covered Person issues any debt, equity or debt securities, or warrants or options therefor (other than Permitted Indebtedness, debt or equity issued to a Covered Person by any other Covered Person, or any equity securities issued to any directors, officers or employees of the Borrower or its Subsidiaries), Borrower shall promptly after such sale make a payment to Administrative Agent for the ratable benefit of the Lenders, to be applied to first reduce the Aggregate Term Loan B, then the Aggregate Term Loan A, in an aggregate amount equal to 50% of the gross proceeds therefrom less reasonable brokers’ and underwriters’ fees and commissions and other reasonable issuing expenses. Notwithstanding the foregoing, the prepayment payment requirement from the sale or securities or debt shall no longer apply as of the date that Borrower shall demonstrate for two (2) consecutive quarters that the ratio of Borrower’s Total Indebtedness to EBITDA (for the four fiscal quarter periods of Borrower most recently ended) for each such quarter is less than 1.5 to 1 by providing such information in the Compliance Certificate.

6.3.3.3. Insurance/Condemnation Proceeds. All Insurance/Condemnation Proceeds in connection with any loss or condemnation, the proceeds of which exceed $100,000.00, shall be deposited in an interest bearing Proceeds Account with Administrative Agent in the name of Borrower promptly upon receipt thereof by Borrower or Administrative Agent. Within 180 days after such receipt Borrower may expend, or commit to expend, some or all of the funds in the Proceeds Account for rebuilding, repairing or replacing the property for which such Insurance/Condemnation Proceeds were paid. All funds in the Proceeds Account that have not been committed to be so expended by the 180th day after receipt shall be distributed by Administrative Agent to Lenders in accordance with their pro-rata shares of the Aggregate Term Loan B Commitment and applied by them to reduce the Aggregate Term Loan B first and then the Aggregate Term Loan A, and all funds remaining in the Proceeds Account upon completion of such rebuilding, repairing or replacement shall be distributed by Administrative Agent to Lenders in accordance with their pro-rata shares of the Aggregate Term Loan B Commitment and applied by them to reduce the Aggregate Term

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Loan B first and then the Aggregate Term Loan A. The foregoing notwithstanding, Administrative Agent shall have the right to debit the Proceeds Account in the amount of, and apply the debit amount to pay, any of the Loan Obligations that are not paid when due as provided herein or at any time upon the occurrence and during the continuation of an Event of Default. Borrower hereby assigns and grants to Administrative Agent for the benefit of Lenders a first priority Security Interest in any such Proceeds Account as security for payment and performance of the Loan Obligations. Expenditures by Borrower for such rebuilding, repairing or replacement in excess of the amount of the Insurance/Condemnation Proceeds shall be deemed Capital Expenditures. Administrative Agent is hereby authorized to participate in any proceeding for the condemnation or other taking of any of Borrower’s property and Borrower from time to time will deliver to Administrative Agent all instruments reasonably requested by Administrative Agent to permit such participation.

6.3.3.4. Excess Cash Flow. Within 120 days after the end of each fiscal year of Borrower, commencing with the fiscal year ending March 31, 2005, Borrower shall pay to Administrative Agent for the ratable benefit of Lenders, to be applied to reduce the Aggregate Term Loan A and the Aggregate Term Loan B, an aggregate amount equal to fifty percent (50%) of Borrower’s Excess Cash Flow for such fiscal year. Any such payment will be applied by Administrative Agent and Lenders to first reduce the Aggregate Term Loan B and then reduce the Aggregate Term Loan A. Excess Cash Flow means, for any period of calculation, EBITDA minus the sum of Fixed Charges, federal, state and local income taxes paid, Capital Expenditures, Repurchases and the amount of any prepayment (including prepayment premium) of long term Indebtedness of Borrower in such period. Notwithstanding the foregoing, the Excess Cash Flow payment requirement shall no longer apply as of the date that Borrower shall demonstrate for two (2) consecutive quarters that the ratio of Borrower’s Total Indebtedness to EBITDA (for the four fiscal quarter periods of Borrower most recently ended) for each such quarter is less than 1.5 to 1 by providing such information in the Compliance Certificate.

Every prepayment under this Section 6.3.3 that is required to be applied to reduce the Aggregate Term Loan B shall be distributed by Administrative Agent to Lenders in accordance with their pro-rata shares of the Aggregate Term Loan B Commitment and applied by Lenders to reduce their pro-rata shares, and consequently the aggregate amounts, of the repayment installments required under

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Section 6.2.2.2 in the inverse order of their due dates. If application to the Term Loan B of any prepayment required under this Section 6.3.3 reduces the Term Loan B (and consequently the Aggregate Term Loan B) to zero, the remaining amount of such prepayment shall be applied by Lenders to reduce the Term Loan A (and consequently the Aggregate Term Loan A) to zero, and will be applied by the Lenders to reduce their pro-rata shares, and consequently the aggregate amounts, of the repayment installments required under Section 6.2.2.1 in the inverse order of their maturity, and the remaining amount, if any, of such prepayment shall then be applied by Lenders to reduce the Revolving Loans (and consequently the Aggregate Revolving Loan).

6.4. Reimbursement Obligations of Borrower. Each 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 such 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 such 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 1:00 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 1:00 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 or other instrument received at or before 1:00 p.m. (Local Time) on a Business Day shall be deemed to have been applied to the relevant Loan Obligation on the second following Business Day, (ii) a payment by check, draft or other instrument received on a day that is not a Business Day or after 1:00 p.m. on a Business Day shall be deemed to

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have been applied to the relevant Loan Obligation on the third following Business Day, (iii) a payment in cash or by wire transfer received at or before 1:00 p.m. (Local Time) on a Business Day shall be deemed to have been applied to the relevant Loan Obligation on the Business Day when it is received, and (iv) a payment in cash or by wire transfer received on a day that is not a Business Day or after 1:00 p.m. (Local Time) 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 or Proceeds. If Administrative Agent or any Lender is for any reason compelled to surrender any payment or any proceeds of the Collateral because such payment or the application of such proceeds 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 or proceeds 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 or proceeds 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 or proceeds. 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 or proceeds 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.

7. Procedure for Obtaining Advances and Letters of Credit.

7.1. Initial Advances. Provided that all conditions thereto hereunder are satisfied and subject to the limitations contained herein, Lenders will fund and Administrative Agent will make the Initial Term Loan A Advance and the initial Revolving Loan Advance on the Effective Date as directed by Borrower in a written direction delivered to Administrative Agent. The manner of disbursement shall be subject to Lenders’ approval.

7.2. Subsequent Loan Advances.

7.2.1. Borrower Requests. From and after the Effective Date, Borrower may request (i) Revolving Loan Advances from time to time, (ii) one additional Term

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Loan A Advance prior to September 30, 2004, and (iii) up to two Term Loan B Advances prior to September 30, 2004, but, in each case, not more often than once each Business Day, by submitting a request therefor to Administrative Agent as provided in Section 7.10 and, in connection with each Term Loan A Advance or Term Loan B Advance also submitting a Compliance Certificate in the form attached hereto as Exhibit 14.14. 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 that is received by Administrative Agent after 11:00 a.m. (Local Time) on a Business Day shall be treated as having been received by Administrative Agent prior to 11:00 a.m. (Local Time) on the next Business Day.

7.2.2. Administrative Agent’s Right to Make Other Revolving Loan Advances.

7.2.2.1. Payment of 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.

7.2.2.2. Payments to Other Creditors. If Administrative Agent becomes obligated to reimburse or pay to any creditor of Borrower any amount in order to (i) obtain a release of such creditor’s Security Interest in any of the Collateral, or (ii) otherwise satisfy an Obligation of Borrower to such creditor to the extent not indefeasibly satisfied by the initial Advances, and (a) an Event of Default has occurred and is continuing and (b) there is not a good faith dispute as to the obligation to such creditor, or there is a good faith dispute and Borrower has failed to establish appropriate reserves adequate to pay such items in accordance with GAAP, then Administrative Agent shall have the right to make Revolving Loan Advances for that purpose. Administrative Agent may select the Advance Date for any such 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 and executing the Letter of Credit Agreement required under Section 11.1 no less than five Business Days prior to the requested issue date for such Letter of Credit.

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7.4. Fundings.

7.4.1. Revolving Advances. Not later than 11:00 a.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 2:00 p.m. (Local Time) on the Advance Date funds consisting solely of Dollars in the amount of its pro-rata share of such Advance, rounded to the nearest penny, 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 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 respective Aggregate Commitments, as applicable. 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

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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) 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 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

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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 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-A for a Revolving Loan Advance, Exhibit 7.10-B for a Term Loan A Advance and Exhibit 7.10-C for a Term Loan B Advance and mailed, 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

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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, 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. Security and Guaranties. As security for the payment and performance of the Loan Obligations, and also as security for the payment and performance of all Obligations to Administrative Agent, Borrower has executed and delivered, or has caused to be executed and delivered, the Existing Loan Documents, which continue in existence in full force and effect and which are enforceable in accordance with their terms and Borrower shall on the Execution Date execute and deliver, or cause to be executed and delivered, to Administrative Agent the following documents, each satisfactory to Lenders:

8.1. Security Agreements. Security agreements granting to Administrative Agent for the benefit of Lenders a first priority Security Interest under the UCC in all of the Goods, Equipment, Accounts, Inventory, Instruments, Documents, Chattel Paper, General Intangibles and other personal property of each Covered Person and every Subsidiary of each Covered Person, whether now owned or hereafter acquired, and all proceeds thereof, subject only to Permitted Security Interests affecting such property.

8.2. Pledge Agreements. Stock pledge agreements and membership pledge agreements granting to Administrative Agent for the benefit of Lenders a first priority Security Interest in all of each Covered Person’s interest in the capital stock, membership interests, and other securities (and all options and warrants therefor) of every Subsidiary of every Covered Person, now or hereafter issued and outstanding, and all proceeds thereof.

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8.3. Collateral Assignments. The following collateral assignments from each Covered Person, each subject to no other Security Interests except existing Permitted Security Interests affecting the item assigned.

8.3.1. Intellectual Property Assignments. One or more assignments assigning to Administrative Agent for the benefit of Lenders a Security Interest in all the Intellectual Property of such Covered Person described in Attachment 1 to the Disclosure Schedule.

8.3.2. Acquisition Documents Assignment. An assignment assigning to Administrative Agent for the benefit of Lenders all of Borrower’s rights and interest under the Acquisition Documents for the Current Acquisition.

8.4. Guaranties . Unconditional guaranties of the Loan Obligations to Administrative Agent for the benefit of Lenders of each Covered Person and every Subsidiary of each Covered Person.

8.5. Additional Subsidiaries. As further security for the payment and performance of the Loan Obligations, if any Subsidiary of any Covered Person is acquired or organized after the Execution Date, Borrower shall (i) execute and deliver or cause to be executed and delivered by the applicable Covered Person, a pledge agreement granting to Administrative Agent for the benefit of Lenders a first priority Security Interest in all of such Covered Person’s interest in the voting capital stock, securities, membership interests or other equity interests, as applicable (and all options and warrants therefor), of any such later acquired or organized Subsidiary, now or hereafter issued and outstanding, and all proceeds thereof and a security agreement granting to Administrative Agent for the benefit of Lenders a first priority Security Interest under the UCC in all of the Goods, Equipment, Accounts, Inventory, Instruments, Documents, Chattel Paper, General Intangibles and other personal property of such Covered Person, and (ii) cause to be executed and 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, and a security agreement (as described in Section 8.1) and other appropriate security documents, each in form satisfactory to Lenders.

Administrative Agent may, either before or after an Event of Default, but only with the consent or at the direction of Required Lenders, granted or withheld in their absolute discretion, exchange, waive or release the Security Interests in any of the Collateral or permit Borrower to substitute any real or personal property for any of the Collateral without affecting the Loan Obligations or Administrative Agent’s right to take any other action with respect to any other Collateral, provided, however, that Administrative Agent may, in its absolute discretion and without the consent of any Lender, do or permit Borrower to do any of the foregoing with respect to Collateral or other property that has an aggregate fair market value that does not exceed $100,000.00, or in the event that the

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disposal of such Collateral is permitted under Section 15.9 or upon the indefeasible payment in full of all of the Loan Obligations, the expiration or termination of all Letters of Credit and reduction of the Letter of Credit Exposure to zero, and the termination of the Commitments.

9. Power of Attorney. Borrower hereby authorizes Administrative Agent and irrevocably appoints Administrative Agent (acting by any of its officers) as Borrower’s agent and attorney-in-fact (which appointment is coupled with an interest and is therefore irrevocable) to do any of the following until all of the Loan Obligations are fully and indefeasibly paid and satisfied, there are no Letters of Credit outstanding and the Letter of Credit Exposure is irreversibly zero, and the Commitments are terminated:

9.1. At any time while there exists an Event of Default that has not been cured or waived in writing by Lenders, (i) demand payment of any Account; (ii) enforce payment of any Account by legal proceedings or otherwise; (iii) exercise all of Borrower’s rights and remedies in proceedings brought to collect any Account; (iv) sell or assign any Account upon such terms, for such amount and at such time or times as Administrative Agent deems advisable; (v) settle, adjust, compromise, extend or renew any Account; (vi) discharge and release any Account; (vii) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or other similar documents against an Account Debtor; (viii) notify the postal authorities of any change of the address for delivery of Borrower’s mail to any address designated by Administrative Agent, and open and process all mail addressed to Borrower; (ix) endorse Borrower’s name on any verification of Accounts and notices thereof to Account Debtors; (x) make one or more Revolving Loan Advances to pay the costs and expenses of any of the foregoing; (xi) take control in any manner of any item of payment or proceeds of any Account; (xii) have access to any lockbox or postal box into which Borrower’s mail is deposited; (xiii) endorse Borrower’s name upon any items of payment and cash or deposit same and apply the proceeds thereof to the Loan Obligations as provided herein; (xiv) endorse Borrower’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account or other item of the Collateral; and (xv) do anything that Administrative Agent deems necessary in its reasonable discretion to assure that the Loan Obligations are fully and indefeasibly paid and satisfied.

9.2. At any time, file and/or execute in Borrower’s name and on Borrower’s behalf any financing statement or amendments thereto deemed necessary or appropriate by Administrative Agent to assure the perfection or continued perfection of Administrative Agent’s Security Interests in the Collateral for the benefit of Lenders and the filing or execution of any such financing statement or amendments is hereby ratified and confirmed.

The foregoing power of attorney and authorization shall be deemed automatically revoked upon the indefeasible payment in full of all of the Loan Obligations, the expiration or termination of all Letters of Credit and reduction of the Letter of Credit Exposure to zero, and the termination of the Commitments.

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10. Conditions of Lending.

10.1. Conditions to Initial Advance. Lenders will have no obligation to fund the Initial Term Loan A Advance or the initial Revolving Loan Advance or any subsequent Advance unless:

10.1.1. Listed Documents and Other Items. Administrative Agent shall have received on or before the Effective Date all of the documents and other items listed or described in Exhibit 10.1.1 hereto as being conditions to the initial Advances as being delivered or executed on or before the Execution Date, with each being satisfactory to Lenders and (as applicable) duly executed and (also as applicable) sealed, attested, acknowledged, certified, or authenticated.

10.1.2. Financial Condition. Lenders shall have determined to their satisfaction that the financial statements of Borrower for the fiscal year ended 3/31/03 and the fiscal quarter ended 12/31/03 and the proforma financial statements of Borrower for the period ending as of the Effective Date (after giving effect to the Current Acquisition and the consummation of the transactions contemplated hereby, the funding of the Initial Term Loan A Advance, the initial Revolving Loan Advance, if made concurrently with the Initial Term Loan A Advance and the payment of all fees and expenses hereunder), and the periods ending 3/31/05, 3/31/06, 3/31/07, 3/31/08 and 3/31/09 as furnished to Administrative Agent, and other information furnished to Administrative Agent by Borrower (i) for the periods ended on or before the Effective 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 Effective Date, fairly and accurately forecast the business and financial condition of Borrower, its cash flows, and the results of its operations for such periods, (iii) are consistent in all material respects with the sources and uses of cash for the Current Acquisition previously provided to Administrative Agent and with the forecasts previously delivered to Administrative Agent, and (iv) with respect to Borrower’s proforma financial statements, (a) the ratio of Total Indebtedness to EBITDA as set forth therein does not exceed 1.75 to 1 on a proforma basis as of the Effective Date and minimum trailing twelve month consolidated EBITDA shall not be less than $29,000,000 as of the Effective Date (after giving effect to the Current Acquisition and the payment of all fees and expenses hereunder).

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. Perfection of Security Interests. Every Security Interest required to be granted by Borrower to Administrative Agent under Section 8 shall have been perfected and shall be, except as otherwise satisfactory to Lenders, a first priority Security Interest.