SECURITY AGREEMENTSecurity Agreement • April 15th, 2004 • Talx Corp • Services-computer integrated systems design • Illinois
THIS SECURITY AGREEMENT (the “Agreement”) dated this 31st day of March, 2004 is executed and delivered by TALX EMPLOYER SERVICES, LLC, a Missouri limited liability company (“Grantor”) in favor of LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (the “Secured Party”) pursuant to the terms of the Loan Agreement (hereinafter defined).
ESCROW AGREEMENTEscrow Agreement • April 15th, 2004 • Talx Corp • Services-computer integrated systems design
THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of March 31, 2004, by and among TALX Employer Services, LLC, a Missouri limited liability company (“Buyer”), TALX Corporation, a Missouri corporation (“TALX”), Sheakley-Uniservice, Inc. and Sheakley Interactive Services, LLC (“Sellers) under that certain Asset Purchase Agreement dated as of March 22, 2004 by and among Buyer and Sellers (the “Purchase Agreement”), and LaSalle Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, with its principal office in Chicago, Illinois, as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Purchase Agreement.
GUARANTY OF TALX EMPLOYER SERVICES, LLCGuaranty • April 15th, 2004 • Talx Corp • Services-computer integrated systems design • Illinois
THIS GUARANTY OF TALX EMPLOYER SERVICES, LLC, a Missouri limited liability company, (the “Guaranty”) dated this 31st day of March, 2004 is executed and delivered by undersigned (“Guarantor”) in favor of LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (“Agent”) pursuant to the terms of the Loan Agreement (hereinafter defined). Furthermore, the term “Loan Documents” and all other capitalized terms used herein but not otherwise defined herein have the meanings given them in the Loan Agreement.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 15th, 2004 • Talx Corp • Services-computer integrated systems design • Ohio
This TRANSITION SERVICES AGREEMENT (the “Agreement”) is made this 31st day of March, 2004, by and between TALX Employer Services, LLC, a Missouri limited liability company (“TALX”), TALX Corporation, a Missouri Corporation, and Sheakley UniService, Inc., an Ohio corporation, and Sheakley Interactive Services, LLC, an Ohio limited liability company (collectively, “Sheakley”).
COLLATERAL ASSIGNMENT OF MEMBERSHIP INTERESTCollateral Assignment of Membership Interest • April 15th, 2004 • Talx Corp • Services-computer integrated systems design • Illinois
THIS COLLATERAL ASSIGNMENT OF MEMBERSHIP INTEREST (the “Agreement”) is made as of the 31st day of March, 2004, by and between TALX CORPORATION, a Missouri corporation (the “Assignor”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (“Agent”).
ASSET PURCHASE AGREEMENT by and among TALX Corporation and Sheakley-Uniservice, Inc., Sheakley Interactive Services, LLC and Larry Sheakley Dated March 22, 2004Asset Purchase Agreement • April 15th, 2004 • Talx Corp • Services-computer integrated systems design • Ohio
This Asset Purchase Agreement (“Agreement”) is dated March 22, 2004, by and among TALX Corporation, a Missouri corporation (“Buyer”), and Sheakley-Uniservice, Inc., an Ohio corporation and Sheakley Interactive Services, LLC, an Ohio limited liability company (“Sheakley-Uniservice, Inc., and its wholly-owned subsidiary, Sheakley Interactive Services, LLC being collectively referred to as the “Seller”), and for purposes of Section 10.3 only, Larry Sheakley (“LAS”).
