Follows]
2
IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Term
Note to be duly executed by its duly authorized officer as of the day and year
first above written.
SP PLUS CORPORATION
By:
Name:
Title:
3
EXHIBIT B
FORM OF COMPLIANCE CERTIFICATE
To:
Bank of America, N.A., as Administrative Agent
Please refer to the Amended and Restated Credit Agreement, dated as of
February 20, 2015 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"; terms not otherwise defined herein are
used herein as defined in the Credit Agreement), among SP Plus Corporation (the
"Company"), the Lenders and Bank of America, N.A., as Administrative Agent.
Capitalized terms used but not otherwise defined herein are used herein as
defined in the Credit Agreement.
I.
Reports. Enclosed
herewith is a copy of the [annual audited/quarterly unaudited] report of the
Company as at
,
(the "Computation Date"), which
report fairly presents in all material respects the financial condition and
results of operations [(subject to the absence of footnotes and to normal
year-end adjustments)] of the Company as of the Computation Date and has been
prepared in accordance with GAAP consistently applied.
II.
Financial Tests. The Company
hereby certifies and warrants to you that set forth on Schedule 1 hereto is a
true and correct computation as at the Computation Date of the following ratios
and/or financial restrictions contained in the Credit Agreement:
III.
No Default. The Company further
certifies to you that [no Event of Default or Unmatured Event of Default has
occurred and is continuing][the following is a list of each Event of Default or
Unmatured Default that has occurred and is continuing and its nature and status,
including the steps, if any, being taken to cure it:]
The Company has caused this Certificate to be executed and delivered by its
Senior Officer on
, 20
.
SP PLUS CORPORATION
By:
Name:
Title:
Schedule 1
Calculations of financial ratios
See Attached.
2
EXHIBIT C
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each] Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each] Assignee identified in item 2 below ([the][each, an] "Assignee").
[It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees] hereunder are several and not joint.]
Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the "Credit Agreement"), receipt
of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably