EXHIBITS
EXHIBIT A-1
Form of Amended and Restated Revolving Note
EXHIBIT A-2
Form of Amended and Restated Swing Line Note
EXHIBIT A-3
Form of Amended and Restated Term Note
EXHIBIT B
Form of Compliance Certificate
EXHIBIT C
Form of Assignment and Assumption
EXHIBIT D
Form of Loan Notice
EXHIBIT E
Form of Administrative Questionnaire
EXHIBIT F
Form of Notice of Loan Prepayment
EXHIBIT G
Form of Secured Party Designation Notice
EXHIBIT H
Form of Letter of Credit Report
v
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 20, 2015 (this
"Agreement") is entered into among SP PLUS CORPORATION (the "Company"), the
Lenders (as defined herein), which, unless the context indicates otherwise,
shall include BANK OF AMERICA, N.A. (in its individual capacity, together with
its successors, "Bank of America"), as a Lender, as Swing Line Lender, as an
Issuing Lender and as Administrative Agent, and WELLS FARGO BANK, N.A. (in its
individual capacity, together with its successors, "Wells"), as a Lender, as an
Issuing Lender and Syndication Agent for the Lenders.
WHEREAS, a credit facility has been established in favor of the Company pursuant
to the terms of that certain Credit Agreement dated as of October 2, 2012 among
the Company, each lender from time to time party thereto, and Bank of America as
an issuing lender, as a lender, as swing line lender and as administrative agent
(as amended or otherwise modified, the "Existing Credit Agreement");
WHEREAS, the Company has requested certain modifications to, and extensions of,
the credit facilities provided pursuant to the Existing Credit Agreement,
including a reduction in the term loan commitment from $250,000,000 to
$200,000,000 and an extension of the maturity date;
WHEREAS, the Lenders have agreed to the requested modifications on the terms and
conditions provided herein; and
WHEREAS, this Credit Agreement is given in amendment to, restatement of and
substitution for the Existing Credit Agreement.
NOW, THEREFORE, in consideration of these premises and the mutual covenants and
agreements contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:
In consideration of the mutual agreements herein contained, the parties hereto
agree as follows:
SECTION 1.
DEFINITIONS
1.1.
Definitions.
When used herein the following terms shall have the following meanings:
"Account Debtor" is defined in the UCC.
"Account or Accounts" is defined in the UCC.
"Acquisition" means any transaction or series of related transactions for the
purpose of or resulting, directly or indirectly, in (a) the acquisition of all
or substantially all of the assets of a Person, or of all or substantially all
of any business or division of a Person, (b) the acquisition of in excess of 50%
of the Capital Securities of any Person, or (c) the acquisition of another
Person pursuant to a merger or consolidation or any other combination with such
Person (other than a Person that is already a Subsidiary).
SP PLUS CORPORATION
AMENDED AND RESTATED CREDIT AGREEMENT
"Administrative Agent" means Bank