10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to

Commission file number: 000-50796

SP PLUS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware		16-1171179
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)
	200 E. Randolph Street, Suite 7700
	Chicago, Illinois 60601-7702
(Address of Principal Executive Offices, Including Zip Code)
	(312) 274-2000
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	SP	The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒	No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐	No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. O

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐                      No ☒

As of June 30, 2020, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common stock held by nonaffiliates of the registrant was approximately $476.8 million. Solely for purposes of this disclosure, shares of common stock held by executive officers and directors of the registrant as of such date have been excluded because such persons may be deemed to be affiliates. This determination of executive officers and directors as affiliates is not necessarily a conclusive determination for any other purposes.

Class	Outstanding at February 19, 2021
Common Stock, $0.001 par value per share	23,124,954  Shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held on May 12, 2021 are incorporated by reference into Part III of this Form 10-K. The 2020 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

SP PLUS CORPORATION

TABLE OF CONTENTS

PART I
	Item 1.	Business	3
	Item 1A.	Risk Factors	8
	Item 1B.	Unresolved Staff Comments	16
	Item 2.	Properties	16
	Item 3.	Legal Proceedings	16
	Item 4.	Mine Safety Disclosures	17
PART II
	Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
	Item 6.	Selected Financial Data	19
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	34
	Item 8.	Financial Statements and Supplementary Data	34
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	35
	Item 9A.	Controls and Procedures	35
	Item 9B.	Other Information	35
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	37
	Item 11.	Executive Compensation	37
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	37
	Item 14.	Principal Accountant Fees and Services	37
PART IV
	Item 15.	Exhibits and Financial Statement Schedules	38
	Item 16.	Form 10-K Summary	40
Signatures			41

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Forward-Looking Statements

The Business section and other parts of this Annual Report on Form 10-K ("Form 10-K") contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as "future," "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "will," "would," "could," "can," "may," and similar terms. Forward-looking statements are not guarantees of future performance and the Company's actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A. of this Form 10-K under the heading "Risk Factors," which are incorporated herein by reference. Each of the terms the "Company" and "SP Plus" as used herein refers collectively to SP Plus Corporation and its wholly owned subsidiaries, unless otherwise stated. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

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PART I

Item 1. Business

Our Company

SP Plus Corporation, a Delaware corporation, which operates through its subsidiaries (collectively referred to as "we", "us", "our") facilitates the efficient movement of people, vehicles and personal belongings with the goal of enhancing the consumer experience while improving bottom line results for our clients. We provide professional parking management, ground transportation, remote baggage check-in and handling, facility maintenance, security, event logistics, and other technology-driven mobility solutions to aviation, commercial, hospitality, healthcare and government clients across North America.

Acquisitions, Investment in Joint Venture and Sale of Business

On November 30, 2018, we acquired the outstanding shares of ZWB Holdings, Inc. and Rynn's Luggage Corporation, and their subsidiaries and affiliates (collectively, "Bags"), for an all-cash purchase price of $277.9 million, net of $5.9 million of cash acquired. Bags is a leading provider of baggage services, remote airline check-in, and other related services, primarily to airline, airport and hospitality clients. Bags provides these services by combining exceptional customer service with innovative technologies. Bags clients include major airlines, airports, sea ports, cruise lines, and leading hotels and resorts.

Our Operations

Our experience in the industries we serve has allowed us to develop and standardize a rigorous system of processes and controls that enable us to deliver consistent, transparent, value-added and high-quality services that facilitate the movement of people, vehicles and personal belongings. We serve a variety of industries and have industry vertical specific specialization in commercial real estate, residential communities, hotels and resorts, airports, airlines, cruise lines, healthcare facilities, municipalities and government facilities, retail operations, large event venues, colleges and universities.

We operate under two primary types of arrangements: management type contracts and lease type contracts.

• Under a management type contract, we typically receive a fixed and/or variable monthly fee for providing our services, and we may also receive an incentive fee based on the achievement of certain performance objectives. We also receive fees for ancillary services. Typically, all of the underlying revenue and expenses under a standard management type contract flow through to our client rather than to us.

• Under a lease type contract, we generally pay to the client either a fixed annual rent, a percentage of gross customer collections, or a combination of both. Under a lease type contract, we collect all revenue and are responsible for most operating expenses, but typically are not responsible for major maintenance, capital expenditures or real estate taxes.

Our revenue is derived from a broad and diverse group of clients, industry vertical markets and geographies. Our clients include some of North America's largest private and public owners, municipalities and governments, managers and developers of major office buildings, residential properties, commercial properties, shopping centers and other retail properties, healthcare facilities and medical centers, sports and special event complexes, hotels and resorts, airlines and cruise lines. No single client accounted for more than 6% of our revenue, net of reimbursed management type contract revenue, or more than 6% of our gross profit for the year ended December 31, 2020. Additionally, we have built a diverse geographic footprint that spans operations in 45 states, the District of Columbia and Puerto Rico, and 4 Canadian provinces. Our strategy is focused on building scale and leadership positions in large, strategic markets in order to leverage the advantages of scale across a larger number of clients in a single market.

Services

As a professional service provider, we provide comprehensive, turn-key service offering packages to our clients. Under a typical management type contract structure, we are responsible for providing and supervising all personnel necessary to facilitate daily operations, which may include cashiers, porters, baggage handlers, valet attendants, managers, bookkeepers, and a variety of ground transportation services, maintenance, marketing, customer service, and accounting and revenue control functions.

Beyond the conventional management services described above, we also offer an expanded range of ground transportation services, baggage delivery and handling services and other ancillary services. For example, we provide:

• shuttle bus vehicles and the drivers to operate them serving locations such as on-airport car rental operations and private off-airport parking locations;

• ground transportation services, such as taxi and livery dispatch services, as well as concierge-type ground transportation information and support services for arriving passengers with transportation network companies;

• baggage services, including delivery of delayed luggage and baggage handling services;

• remote airline check-in services;

• wheelchair assist services at airports and to airline passengers;

• baggage repair and replacement services;

• on-street parking meter collection and other forms of parking enforcement services;

• valet services, including vehicle staging, doorman/bellman services and valet tracking systems with text-for-car capabilities;

• remote monitoring services using technology that enables us to monitor parking operations from a remote, off-site location and provide 24-hour-a-day customer assistance (including remedying equipment malfunctions);

• innovative and environmentally compliant facility maintenance services, including power sweeping and washing, painting and general repairs, as well as cleaning and seasonal services;

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• comprehensive security services including the training and hiring of security officers and patrol, as well as customized services and technology that are efficient and appropriate for the property involved;

• providing an online and mobile app consumer platform through parking.com; and

• multi-platform marketing services including SP+ branded websites which offer clients a unique platform for marketing their facilities, mobile apps, search marketing, email marketing and social media campaigns.

Industry Overview

Overview

The parking management, ground transportation services and baggage services providers, as well as technology solution providers that serve those industries, are large and fragmented. A substantial number of companies in these industries offer parking management services, ground transportation services, technology services and baggage services as non-core operations, and companies in these industries are large national competitors or small and private companies that operate in limited markets and geographies. Additionally, technological advancements are having an impact on both consumer behavior and information technology in these industries. From time to time, smaller operators find they lack the financial resources, economies of scale and/or management techniques required to compete for the business of increasingly sophisticated clients and the increasing demands of clients. We expect this trend to continue and will provide larger professional service companies with greater opportunities to expand their businesses and potentially acquire smaller operators. We also expect that new small operators and technology companies will continue to enter the market as they have in the past.

Beginning in March 2020, the COVID-19 pandemic (“COVID-19”) and the resulting stay at home orders issued by local governments began impacting certain industries and businesses internationally and within the United States and North America, including our business and those businesses that serve the hospitality and travel industries. See Item 1A. Risk Factors for risks related to COVID-19, as well as other risks related to our business and the industry.  

Industry Operating Arrangements

Professional service businesses operate primarily under two general types of arrangements, which include:

Management Type Contracts

Under management type contracts, the professional service operator generally receives a fixed and/or variable monthly fee for providing services and may receive an incentive fee based on the achievement of certain performance objectives. Professional service operators also generally charge fees for various ancillary services such as accounting support services, equipment leasing and consulting. Primary responsibilities under a management type contract include hiring, training and staffing personnel, and providing revenue collection, accounting, record-keeping, insurance and marketing services. The client is usually responsible for operating expenses associated with the client's operations, such as taxes, license and permit fees, insurance costs, payroll and accounts receivable processing and wages of personnel assigned to the operation, although some management type contracts, typically referred to as "reverse" management type contracts, require the professional service operator to pay certain of these cost categories but provide for payment to the operator of a larger management fee. Under a management type contract, the client usually is responsible for non-routine maintenance and repairs and capital improvements of the operation facility or location, such as structural and significant mechanical repairs. Management type contracts are typically for a term of one to three years (although the contracts may be terminated and may contain renewal clauses).

Lease Type Contracts

Under lease type contracts, the services operator generally pays to the client or property owner a fixed base rent or fee, percentage rent that is tied to the financial performance of the operation, or a combination of both. The professional services operator collects all revenue and is responsible for most operating expenses, but typically is not responsible for major maintenance, capital expenditures or real estate taxes. In contrast to management type contracts, lease type contracts typically have longer terms of three to ten years, and often contain a renewal term and provide for a fixed payment to the client regardless of the facility's operating earnings. In addition, many of these lease type contracts may be canceled by the client for various reasons, including development of the real estate for other uses, and may be canceled by the client on as little as 30 days' notice without cause. Lease type contracts generally require larger capital investment by the services operator than do management type contracts and therefore tend to have longer contract periods.

General Business Trends

We believe that our clients recognize the potential for parking services, parking management, ground transportation services, baggage services and technology-driven mobility solutions and other ancillary services to be a profit generator and/or a service differentiator to their respective customers. By outsourcing these services, our clients are able to capture additional profit and enhance the customer experience by leveraging unique technology, operational skills and controls that an experienced services and technology company can offer. Our ability to consistently deliver a uniformly high level of services to our clients, including the use of various technological solutions and enhancements, allows us to maximize the profit and enhance the customer experience for our clients, thereby improving our ability to win contracts and retain existing clients.

Our Competitive Strengths

We believe we have the following key competitive strengths:

• A Leading Market Position with a Unique Value Proposition. We are one of the leading providers of parking management, ground transportation services, baggage services, technology-driven mobility solutions and other ancillary services to commercial, hospitality, institutional, municipal and government, airports, airlines and cruise line clients across North America. SP+ introduced Sphere™, a suite of industry-leading technology solutions that drives end-to-end mobility and delivers a frictionless consumer experience across all markets we serve. These services include on-site parking management, valet parking, ground transportation services, facility maintenance, event logistics, baggage related services, remote airline check-in services, security services, municipal meter revenue collection and enforcement services, and consulting services. We market and offer many of our services under our SP+, Sphere™ and Bags^® brands, which reflect our ability to provide customized solutions and meet the varied demands of our diverse client base. We can augment our parking services by providing our clients with related services through our SP+ Parking, SP+ Facility Maintenance, SP+ GAMEDAY, SP+ Transportation, SP+ Event Logistics, Sphere™, Bags^® and, in certain sections of the United States and Canada, SP+ Security service lines, thus enabling our clients to efficiently address various needs through a single vendor relationship. We believe our ability to offer a comprehensive range of

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services and leverage our Sphere™ platform on a national basis is a significant competitive advantage and allows our clients to attract, service and retain customers, gain access to the breadth and depth of our service and process expertise, leverage our significant technology capabilities and enhance their financial operations and customer experience.

• Our Scale and Diversification. Expanding our client base, industry vertical markets and geographic locations has enabled us to significantly enhance our operating efficiency over the past several years by standardizing processes and managing overhead. The ability to use our scale and purchasing power with vendors drives cost savings and benefits to our client base.

o Client Base. Our clients include some of North America's largest private and public owners, municipalities, managers and developers of major office buildings, residential properties, commercial properties, shopping centers and other retail properties, sports and special event complexes, hotels and resorts, healthcare facilities and medical centers, airports, airlines and cruise lines.

o Industry Vertical Markets. We believe that our industry vertical market diversification, such as commercial real estate, residential communities, hotels and resorts, airports, airlines, cruise lines, healthcare facilities and medical centers, seaports, municipalities and government facilities, commercial real estate, residential communities, retail operations, large event venues, and colleges and universities, allows us to minimize our exposure to industry-specific seasonality and volatility. We believe that the breadth of end-markets we serve and the depths and diversity of services we offer to those end-markets provide us with a broader base of clients that we can target.

o Geographic Locations. We have a diverse geographic footprint that includes operations in 45 states, the District of Columbia, Puerto Rico and 4 Canadian provinces as of December 31, 2020.

• Stable Client Relationships. We have a track record of providing our clients with consistent, value-added and high quality services, which can enhance their customer’s experience. We continue to see a trend in outsourcing to professional service providers; we believe this trend has meaningful benefits to companies like ours, which has a national footprint and scale, extensive industry experience, broad process capabilities, and a demonstrated ability to create value for our clients.

• Established Platform for Future Growth. We have invested resources and developed a national infrastructure and Sphere™ technology solutions and platforms that are complemented by significant management expertise, which enables us to scale our business for future growth effectively and efficiently. We have the ability to transition into local service operations very quickly, from the simplest to the most complex operation, and have experience working with incumbent professional service operators to implement smooth and efficient takeovers and integrate new local professional service operations seamlessly into our existing operations.

• Predictable Business Model. We believe that our business model provides us with a measure of insulation from broader economic cycles, because a significant portion of our locations operate on management type contracts that, for the most part, are not dependent upon the financial performance of the client's operation. In order to mitigate some of the effects from COVID-19, we converted many of our lease locations to management locations during the year ended December 31, 2020. In addition, we were able to exit or renegotiate many less profitable contracts, which were for both lease-type and management-type contracts.

• Highly Capital Efficient Business with Attractive Cash Flow Characteristics. Our business generates attractive operating cash flow due to negative working capital dynamics. In addition, we generally have low capital expenditure requirements.

• Focus on Operational Excellence and Human Capital Management. Our culture and training programs place a continuing focus on excellence in the execution of all aspects of day-to-day operations. This focus is reflected in our ability to deliver to our clients professional, high-quality services through well-trained, service-oriented personnel, which we believe differentiates us from our competitors. To support our focus on operational excellence, we manage our human capital through a comprehensive, structured program that evaluates the competencies and performance of all of our key operations and administrative support personnel on an annual basis. We have also dedicated significant resources to human capital management, providing comprehensive training for our employees, delivered through the use of our web-based SP+ University™ learning management system, in addition to facilitated classes. This investment in our people promotes customer service and client retention in addition to providing our employees with continued training and career development opportunities.

• Focus on Operational Compliance and Safety Initiatives. Our culture and training programs continue to focus on various compliance and safety initiatives and disciplines throughout the organization, as we implement an integrated approach for continuous improvement in our risk and safety programs. We have also dedicated significant resources to our risk and safety programs by providing comprehensive training for our employees, delivered primarily through the use of our web-based SP+ University™ learning management system, on-site training and our SP+irit in Safety newsletters.

Our Growth Strategy

Building on these competitive strengths, we believe we are well positioned to execute on the following growth strategies:

• Grow Our Business in Existing Geographic Markets. A component of our strategy is to capitalize on economies of scale and operating efficiencies by expanding our business in our existing geographic markets, especially in our core markets. As a given geographic market achieves a certain operational size, we will typically establish a local office in order to promote increased operating efficiency by enabling local managers to use a common staff for recruiting, training and human resources support. The concentration of our operating locations allows for increased operating efficiency and superior levels of customer service and retention through the accessibility of local managers and support resources.

• Increase Penetration in Our Current Industry Vertical Markets. We believe that a significant opportunity exists for us to further expand our presence into certain industry vertical markets, such as airports and aviation, colleges and universities, healthcare, municipalities, hospitality and event services. In order to effectively target these markets, we have implemented a go-to-market strategy of aligning our business by industry vertical markets and branding our domain expertise through our SP+, Sphere™ and Bags^® designations to highlight the specialized expertise, competencies, services and technology offerings that we provide to meet the needs of each particular industry and customer. Our recognized SP+ brand, which emphasizes our specialized market expertise and distinguishes our ancillary service lines from traditional parking, includes a broad array of our operating divisions such as, SP+ Commercial Services, SP+ Airport Services, SP+ GAMEDAY, SP+ Healthcare Services, SP+ Hospitality Services, SP+ Municipal Services, SP+ Office Services, SP+ Residential Services, SP+ Retail Services, and SP+ University Services, that further highlight the market-specific subject matter expertise that enables our professionals to meet the varied demands of our clients.

• Expand and Cross-Sell Additional Services to Drive Incremental Revenue. We believe we have significant opportunities to further strengthen our relationships with existing clients, and to attract new clients, by continuing to cross-sell value-added services that complement our core service operations.

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• Grow and Expand Cross-Selling Bags Services. Bags^® is a leading provider of baggage services, remote airline check-in services, and other related services, primarily to airline, airport, sea ports, cruise lines and hotels and resorts. Bags combines exceptional customer service with innovative technologies to provide these value-add client and customer services. We believe the acquisition of Bags allows us to further cross-sell the aforementioned services that Bags provides to our existing clients within the aviation, hospitality and commercial markets and to cross-sell parking services and ground transportation services and other ancillary services to our existing Bags^® clients. Our emphasis on these innovative services will continue to drive value with our clients and allow us to expand our footprint into multiple markets.

• Expand Our Geographic Platform. We believe that opportunities exist to further develop new geographic markets through new contracts, acquisitions, alliances, joint ventures or partnerships. Clients that outsource the management of their operations and professional services often have a presence in a variety of urban markets and seek to outsource the management of their operations to a national provider. We continue to focus on leveraging relationships with existing clients that have locations in multiple markets as one potential entry point into developing new core markets.

• Focus on Operational Efficiencies to Further Improve Profitability. We have invested substantial resources in information technology and regularly seek to consolidate various corporate functions where possible in order to improve our processes and service offerings. In addition, we will continue to evaluate and improve our human capital management to ensure a consistent and high-level of service for our clients. The initiatives undertaken to date in these areas have improved our cost structure and enhanced our financial strength, which we believe will continue to yield future benefits. Sphere™, Remote Services allows us to provide remote management services, whereby personnel are able to monitor revenue and other aspects of an operation and provide 24-hour-a-day customer assistance (including remedying equipment malfunctions at a facility) by using off-site personnel and equipment. We have begun expanding the facilities where our remote management technology is installed. Additionally, Sphere™ iQ Admin reduces the dependency on local resources by providing remote support for daily revenue reporting and monthly billing maintenance, reducing the cost of local bookkeeping and allowing for increased focus on maximizing revenue.  We expect these businesses to grow as clients focus on improving the profitability of their operations by decreasing labor costs at their locations through remote services.

• Pursue Opportunistic, Strategic Acquisitions. The outsourced professional services industry remains fragmented and presents a significant opportunity for us. Given the scale in our existing operating platform, we have a demonstrated ability to successfully identify, acquire and integrate strategic acquisitions such as Bags. We will continue to selectively pursue acquisitions and joint venture investment opportunities that help us acquire scale or further enhance our service capabilities.

• Grow and Expand the Hospitality and Healthcare Businesses. SP+ Hospitality Services and SP+ Healthcare Services is a leader in the hospitality and healthcare parking and valet industries, and management continues to believe there is significant opportunity to use SP+'s capabilities to further develop a national business in hospitality and healthcare. Our objective is to focus on the most important aspects of the business promptly upon obtaining a new location, from the first contact with a potential customer to the execution of our services. Given the importance of neat, clean and polite service, the success of our parking and valet business is dependent upon ensuring that its associates deliver excellent service every day. To accomplish this objective, our SP+ University Services™ provides training to its parking and valet associates. SP+ University Services™ continuously provides training to our parking and valet professionals to become an integrated extension of our clients' staff and blend seamlessly into the overall hospitality and healthcare experience.

Business Development

We place a specific focus on marketing and relationship efforts that pertain to those clients or prospective clients having a large regional or national presence. Accordingly, we assign dedicated executives to these existing clients or prospective clients to manage the overall relationship, as well as to reinforce existing account relationships and to develop new relationships, and to take any other action that may further our business development interests.

Competition

We face competition from large national competitors and numerous smaller, locally owned independent professional service providers and operators, offering an array of services and professional service solutions, which may include developers, hotels and resorts, airports, airlines, cruise lines, national services companies and other institutions that may elect to internally manage their own professional service offerings. Additionally, technological factors that improve ride-sharing capabilities increase the use of parking aggregators and the use of third-party technology-driven mobility solutions can impact our parking and parking management business. Some of our present and potential competitors have or may obtain greater financial and marketing resources than we have, which may negatively impact our ability to retain existing contracts and gain new contracts. We also face significant competition in our efforts to provide ancillary services such as shuttle bus services and on-street parking enforcement because of the number of large companies that specialize in these services.

We compete for management contract type clients based on a variety of factors, including fees charged for services, providing a comprehensive suite of technology driven mobility solutions, ability to generate revenues and control expenses for clients, accurate and timely reporting of operational results, providing high quality customer service and customer experience, and the ability to anticipate and respond to industry and technology related changes. Factors that affect our ability to compete for lease contract type locations include the ability to make financial commitments, long-term financial stability, and the ability to generate revenues and control expenses. Factors affecting our ability to compete for employees include wages, benefits and working conditions.

Support Operations

We maintain regional and city offices throughout the United States, Canada and Puerto Rico. These offices serve as the centralized locations through which we provide the employees to staff our professional services as well as the on-site and support management staff to oversee those operations. Our administrative staff is primarily based in those same offices and facilitate the efficient, accurate and timely production and delivery of client deliverables, such as monthly reporting, invoicing, etc. Having these all-inclusive operations and administrative teams located in regional and city offices throughout the United States, Canada and Puerto Rico allows us to add new professional services for new and existing clients in a seamless and cost-efficient manner.

Our overall basic corporate functions in the areas of finance, human resources, risk management, legal, purchasing and procurement, general administration, strategy, and product and technology are primarily based in our Chicago corporate office, as well as the Nashville and Orlando support offices.

Employees

As of December 31, 2020, we employed approximately 12,200 individuals, including 8,600 full-time and 3,600 part-time employees. Approximately 28% of our employees are covered by collective bargaining agreements and represented by labor unions, which include various local operational employees. Various union locals represent local operational employees in the following cities: Akron (OH), Arlington, Baltimore, Birmingham, Boston, Buffalo, Burbank, Chicago, Cincinnati,

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Cleveland, Dallas, Denver, Detroit, Kansas City, Las Vegas, Los Angeles, Manchester (NH), Meadowlands, Miami, New York City, Newark, Oakland, Ontario (Canada), Orlando, Oxon Hill, Philadelphia, Pittsburgh, Portland, Richmond, San Diego, San Francisco, San Jose, San Juan (Puerto Rico), Santa Monica, Seattle, Washington, D.C. and Windsor Locks.

We are frequently engaged in collective bargaining negotiations with various union locals. No single collective bargaining agreement covers a material number of our employees. We believe that our employee relations are generally healthy, as evidenced by higher than average rate of tenure and rate of internal promotions.

Central to our ability to execute on our business strategy is the commitment of our employees to delivering excellence in execution of all aspects of our day-to-day operations. We strive to create an inclusive environment which promotes diversity across our organization and a safe and engaging work environment where our employees have the opportunity to succeed and grow. Through our comprehensive development programs and talent management systems, our employees refine their skills and are able to access continued training and career development opportunities. In addition to base salary, our compensation and benefits programs are structured to retain and motivate our employees.

The health and safety of our employees is of paramount importance. Because the safety is the responsibility of everyone, each employee is expected to take all safety and health polices seriously and help enforce these policies within the workplace. In 2020, we quickly activated comprehensive health and safety protocols to ensure appropriate safety precautions to address COVID-19.  

Insurance

We purchase comprehensive liability insurance covering certain claims that occur in the operations that we lease or manage including coverage for general/garage liability, garage keepers legal liability, and auto liability. In addition, we purchase workers' compensation insurance for all eligible employees and umbrella/excess liability coverage. Under our various liability and workers' compensation insurance policies, we are obligated to pay directly or reimburse the insurance carrier for the deductible / retention amount for each loss covered by our general/garage liability, automobile liability, workers' compensation, and garage keepers legal liability policy. As a result, we are effectively self-insured for all claims up to the deductible / retention amount for each loss. We also purchase property insurance that provides coverage for loss or damage to our property and in some cases our clients' property, as well as business interruption coverage for lost operating income and certain associated expenses. Because of the size of the operations covered and our claims experience, we purchase insurance policies at prices that we believe represent a discount to the prices that would typically be charged to our clients on a stand-alone basis. The clients for whom we provide professional services pursuant to management type contracts have the option of purchasing their own liability insurance policies (provided that we are named as an additional insured party), but historically most of our clients have chosen to obtain insurance coverage by being named as additional insureds under our master liability insurance policies. Pursuant to our management type contracts, we charge those clients insurance-related costs.

We provide group health insurance with respect to eligible full-time employees (whether they work at leased facilities, managed facilities or in our support offices). We self-insure the cost of the medical claims for these participants up to a stop-loss limit. Pursuant to our management type contracts, we charge those clients insurance-related costs.

Regulation

Our business is subject to numerous federal, state and local laws and regulations, and in some cases, municipal and state authorities directly regulate or impose extensive governmental restrictions concerning automobile capacity, pricing, structural integrity and certain prohibited practices. Additionally, many cities impose a tax or surcharge on parking services, which generally range from 10% to 50% of revenues collected. We collect and remit sales/parking taxes and file tax returns for and on behalf of our clients and ourselves. We are affected by laws and regulations that may impose a direct assessment on us for failure to remit sales/parking taxes or to file tax returns for ourselves and on behalf of our clients.

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In connection with the operation of parking facilities, we may be potentially liable for any such costs.

Several state and local laws have been passed in recent years that encourage car-pooling and the use of mass transit or impose certain restrictions on automobile usage. These types of laws have adversely affected our revenues and could continue to do so in the future. For example, New York City and Boston imposed restrictions in the wake of terrorist attacks, which included street closures, traffic flow restrictions and a requirement for passenger cars entering certain bridges and tunnels to have more than one occupant during the morning rush hour. It is possible that cities could enact new or additional measures such as higher tolls, increased taxes and vehicle occupancy requirements in certain circumstances, which could adversely impact us. We are also affected by zoning and use restrictions and other laws and regulations that are common to any business that deals with real estate.

In addition, we are subject to laws generally applicable to businesses, including, but not limited to federal, state and local regulations relating to wage and hour matters, including minimum wage per hour laws and regulations imposed, employee classification, mandatory healthcare benefits, unlawful workplace discrimination, human rights laws and whistle blowing. Several cities in which we have operations either have adopted or are considering the adoption of so-called "living wage" ordinances, which could adversely impact our profitability by requiring companies that contract with local governmental authorities and other employers to increase wages to levels substantially above the federal minimum wage. In addition, we are subject to provisions of the Occupational Safety and Health Act of 1970, as amended ("OSHA"), and related regulations. Any actual or alleged failure to comply with any regulation applicable to our business or any whistle-blowing claim, even if without merit, could result in costly litigation, regulatory action or otherwise harm our business, financial condition and results of operations.

In connection with ground transportation services and certain airline and cruise line transportation, baggage services and remote airline check-in services provided to our clients, the U.S. Department of Transportation, including the Transportation Security Administration (the "TSA"), the Federal Aviation Administration (the "FAA") and Department of Homeland Security, and various federal and state agencies, exercise broad powers over these certain transportation services, including shuttle bus operations, baggage delivery services, and remote airline check-in, licensing and authorizations, safety, training and insurance requirements. Our employees must also comply with the various safety and fitness regulations promulgated by the U.S. Department of Transportation and other federal agencies, including those related to minimum training hours and requirements, drug and alcohol testing and service hours. We may become subject to new and more restrictive federal and state regulations. Compliance with such regulations may increase our operating costs.

Regulations by the FAA may affect our business. The FAA generally prohibits parking within 300 feet of airport terminals during times of heightened alert. The 300 feet rule and new regulations may prevent us from using a number of existing spaces during heightened security alerts at airports. Reductions in the number of parking spaces may reduce our gross profit and cash flow.

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Various other governmental regulations affect our operation of property or facilities, both directly and indirectly, including the Americans with Disabilities Act (the "ADA"). Under the ADA, all public accommodations, including parking facilities, are required to meet certain federal requirements related to access and use by disabled persons. For example, the ADA requires parking facilities to include handicapped spaces, headroom for wheelchair vans, attendants' booths that accommodate wheelchairs and elevators that are operable by disabled persons. When negotiating contracts with clients, we generally require that the property owner contractually assume responsibility for any ADA liability in connection with the property or facility. There can be no assurance, however, that the property owner has assumed such liability for any given property or that we would not be held liable despite assumption of responsibility for such liability by the property owner. We believe that the parking facilities we operate are in substantial compliance with ADA requirements.

We are also subject to consumer credit laws and credit card industry rules and regulations relating to the processing of credit card transactions, including the Fair and Accurate Credit Transactions Act and the Payment Card Data Security Standard. These laws and industry standards impose substantial financial penalties for non-compliance.

Intellectual Property

SP Plus®, SP+® and the SP+ logo, SP+ GAMEDAY®, Sphere, Technology by SP+^TM (and its related marks), Parking.com, Innovation In Operation®, Standard Parking® and the Standard Parking logo, CPC®, Central Parking System®, Central Parking Corporation®, USA Parking®, Focus Point Parking®, Allright Parking® and Bags^®, are service marks registered with the United States Patent and Trademark Office. In addition, we have registered the names and, as applicable, the logos of all of our material subsidiaries and divisions as service marks with the United States Patent and Trademark Office or the equivalent state registry. We invented the Multi-Level Vehicle Parking Facility Musical Theme Floor Reminder System. We have also registered the copyright in our proprietary software, such as Client View©, Hand Held Program©, License Plate Inventory Programs© and ParkStat© with the United States Copyright Office. We also own the URL maketraveleasier.com. We deem our registered service marks to be important, but not critical, to our business and marketing efforts.

Corporate Information

Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are available free of charge at www.spplus.com as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission ("SEC"). We provide references to our website for convenience, but our website is not incorporated into this or any of our other filings with the SEC.

Item 1A. Risk Factors

The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding any statement in this Form 10-K or elsewhere. The following information should be read in conjunction with Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and related notes in Part IV, Item 15. "Exhibits and Financial Statement Schedules" of this Form 10-K.

The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below. Any one or more of such factors could directly or indirectly cause the Company's actual results of operations and financial condition to vary materially from past or anticipated future results of operations and financial condition. Any of these factors, in whole or in part, could materially and adversely affect the Company's business, financial condition, results of operations and stock price.

Because of the following factors, as well as other factors affecting the Company's financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

Risks related to our business and industry

The global COVID-19 pandemic has had, and is expected to continue to have a negative effect on the global economy, the United States economy and the global financial markets, and has disrupted, and is expected to continue to disrupt, our operations and our clients’ operations, all of which have had and will have an adverse effect on our business, financial condition and results of operations.

The ongoing COVID-19 global and national health emergency has caused significant disruptions in the international and United States economies and financial markets. On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability.

We are taking precautions to protect the safety and well-being of our employees, clients and customers. However, no assurance can be given that the steps being taken will be deemed to be adequate or appropriate, nor can we predict the level of disruption which will occur to our ability to continue to provide services to our clients.

The spread of COVID-19 and the recent developments surrounding the global pandemic are having material negative impacts on all aspects of our business, as many of the clients we serve have suspended or closed operations. We have been, and will continue to be, negatively impacted by related developments, including heightened governmental regulations and travel advisories, recommendations by the U.S. Department of State and the Centers for Disease Control and Prevention, and travel bans and restrictions, each of which has impacted, and is expected to continue to significantly impact, the demand for the services we provide, including professional parking management, ground transportation, remote baggage check-in and handling, facility maintenance, security, event logistics, and other technology-driven mobility solutions.

The extent to which the pandemic impacts our business, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous evolving factors that we may not be able to accurately predict or assess, including, but not limited to:

• the duration and scope of the pandemic;

• the roll-out of the vaccines for COVID-19;

• its impact on global and regional economies and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer spending;

• its short and longer-term impact on consumer behavior (including the demand for travel and related hospitality services and attendance at concerts, conventions and large public gatherings) and levels of consumer confidence;

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• the short and longer-term impact of statewide stay-at-home orders, including the possible acceleration of the movement toward home office or “work from home” alternatives;

• the ability of our clients and our customers to navigate the impacts of the pandemic;

• actions governments, businesses and individuals take in response to the pandemic, including limiting or banning travel and in-person gatherings; and

• how quickly economies, travel activity, sporting events, concerts and other social or business functions and gatherings and demand for the related services we provide recover after the pandemic subsides.

The COVID-19 pandemic has already subjected our business, operations and financial condition to a number of risks, including, but not limited to, those discussed below.

• COVID-19 has negatively impacted, and is expected to continue to negatively impact to an extent we are unable to predict, our revenues from the services we provide, which are driven primarily by revenues from commercial, travel, entertainment and leisure-related activities.

• Our clients may experience a decline in their revenues due to the pandemic, which may cause them to be unable or unwilling to pay us amounts that we are entitled to on a timely basis or at all, which would adversely affect our revenues and liquidity.  

• Our clients with whom we have management type contracts may also require us to deposit all parking revenues directly into their respective accounts-a departure from our typical practice under such contracts of depositing such revenues into one of our accounts and, after withholding and retaining any operating expenses and other amounts for which we are responsible or to which we are entitled, remit funds to the client.  If client requests for such an arrangement are significant, our working capital and liquidity may be adversely affected.  

As a result, we have taken steps to reduce operating costs and other expenses while improving efficiency, including furloughing a substantial number of our personnel, implementing reduced work hours for other hourly personnel, eliminating non-essential spending and capital expenditures and suspending our stock repurchase program. Those steps, along with others we have taken and will take in the future, to reduce our costs may not be sufficient to offset any reduction in our revenues and, at the same time, may negatively impact our ability to attract and retain employees and senior management, retain or expand our client and customer base, continue to provide services sufficient to meet customer demand, including, in particular, following the end of the pandemic, and compete with others in our industries, and our reputation, revenues and market share may suffer as a result.

In addition, if our furloughed personnel do not return to work with us when the COVID-19 pandemic subsides, we may experience operational challenges, which could limit our ability to grow and expand our business and could reduce our profits. Further, reputational damage from, and the financial impact of, reduced work hours could lead employees to depart the company and make it harder for us to recruit and hire new employees in the future.

Our ability to grow our company may also be harmed by COVID-19. If COVID-19 or general economic weakness causes further deterioration for the travel, leisure and hospitality industry or the other industries to which we provide services, we may not be able to expand the geographies in which we provide our services or acquire businesses that may enable us to fuel our growth or otherwise execute our strategic growth plan.  In addition, once the pandemic subsides, certain acquisition or other opportunities to grow our business may no longer be available, because such opportunities may have been pursued by our competitors or such opportunities may be too costly or time-consuming for us to pursue at that time. See “Risks relating to our acquisition strategy may adversely impact our results of operations.” See also “We are subject to intense competition that could constrain our ability to gain business and adversely impact our profitability.”

COVID-19 has caused, and, in the future, may continue to cause, us to incur additional expenses in light of the public health implications posed by COVID-19, including additional or accelerated investments in technology solutions which may be mandated by local, state, federal or other governmental authorities or by recommendations from the Centers for Disease Control and Prevention.  The cost of investing in, implementing and maintaining such technology may be high, and such technology, whether purchased or developed internally, may not meet our needs or the needs of our clients and customers, in a timely, cost-effective manner or at all. During the course of implementing new technology into our operations, we may experience system interruptions and failures, which may result in additional costs to us. In addition, we may not recognize, in a timely manner or at all, the benefits that we may expect as a result of our implementing this or any other new technology into our operations.

The full impact of COVID-19 on our business and the industries in which we operate, as well as the effect on local, regional and global economic conditions, is highly uncertain, and its continuation, a future resurgence of COVID-19, or the existence of any future pandemic could precipitate or magnify the other risks described below in this Item 1A. “Risk Factors.”

We are subject to intense competition that could constrain our ability to gain business and adversely impact our profitability.

Competition is intense in the parking facility management, valet, ground transportation service, event management and baggage delivery businesses including other ancillary services that we offer. Providers of similar services have traditionally competed on the basis of cost and quality of service. As we have worked to establish ourselves as a leader in the industries in which we operate, we compete predominately on the basis of high levels of service and strong relationships. We may not be able to, or may choose not to compete with certain competitors on the basis of price. As a result, a greater proportion of our clients may switch to other service providers or elect to self-manage the services we provide.

The low cost of entry into these businesses has led to strongly competitive, fragmented markets consisting of various sized entities, ranging from small local or single lot operators to large regional and national businesses and multi-facility operators, as well as governmental entities and companies that can perform for themselves one or more of the services we provide. Regional and local-owned and operated companies may have additional insights into local or smaller markets and significantly lower labor and overhead costs, providing them with a competitive advantage in those regards. Competitors may also be able to adapt more quickly to changes in customer requirements, devote greater resources to the promotion and sale of their services or develop technology that is as or more successful than our technology.

We provide nearly all of our services under contracts, many of which are obtained through competitive bidding, and many of our contracts require that our clients pay certain costs at specified rates. Our management type contracts are typically for a term of one to three years, although the contracts may be terminated by the client, without cause, on 30-days' notice or less, giving clients regular opportunities to attempt to negotiate a reduction in fees or other allocated costs. Any loss of a significant number of clients could, in the aggregate, materially adversely affect our operating results. We may experience higher operating costs related to changes in laws and regulations regarding employee benefits, employee minimum wage, and other entitlements promulgated by federal, state and local governments or as a result of increased local wages necessary to attract employees due to changes in the unemployment rate. If actual costs exceed the rates specified in the contacts or we are unable to renegotiate our specified rates in our contracts, our profitability may be negatively affected. Furthermore, these strong competitive pressures could impede our success in bidding for profitable business and our ability to maintain or increase prices even as costs rise, thereby reducing margins.

Changing consumer preferences and legislation may lead to a decline in parking demand, which could have a material adverse impact on our business, financial condition and results of operations.

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Ride sharing services, such as Uber and Lyft, and car sharing services, like Zipcar, along with the potential for driverless cars, may lead to a decline in parking demand in cities and urban areas. While we devote considerable effort and resources to analyzing and responding to consumer preference and changes in the markets in which we operate, consumer preferences cannot be predicted with certainty and can change rapidly. Changes in consumer behaviors, including the use of mobile phone applications and on-line parking reservation services that help drivers reserve parking with garage, lots and individual owner spaces, cannot be predicted with certainty and could change current customers' parking preferences, which may have an impact on the price customers are willing to pay for our services. Additionally, urban congestion and congestion pricing due to the aforementioned ride sharing services, or state and local laws that have been or may be passed encouraging carpooling and use of mass transit systems, may negatively impact parking demand and pricing that a customer would be willing to pay for our services. If we are unable to anticipate and respond to trends in the consumer marketplace and the industry, including, but not limited to, market displacement by livery service companies, car sharing companies and changing technologies, it could have a material and adverse impact on our business, financial condition and results of operations. In addition, several state and local laws have been passed in recent years that encourage the use of carpooling and mass transit. In the future, local, state and federal environmental regulatory authorities may pursue or continue to pursue, measures related to climate change and greenhouse gas emissions which may have the effect of decreasing the number of cars being driven. Such laws or regulations could adversely impact the demand for our services and ultimately our business.

Our business success depends on our ability to preserve client relationships.

We primarily provide services pursuant to agreements that are cancelable by either party upon 30-days’ notice.   As we generally incur initial costs on new contracts, our business associated with long-term client relationships is generally more profitable than short-term client relationships.  Managing our existing client relationships, including those client relationships acquired as part of a business acquisition, is an important factor in contributing to our business success. If we lose a significant number of existing clients, or fail to win new clients, our profitability could be negatively impacted, even if we gain equivalent revenues from new clients or through client relationships acquired by acquisition.

We may have difficulty obtaining, maintaining or renewing coverage for certain insurable risks or coverage for certain insurable risks at a reasonable cost to us or at all.

We use a combination of insured and self-insured programs to cover workers' compensation, general/garage liability, automobile liability, property damage, healthcare and other insurable risks, and we provide liability and workers' compensation insurance coverage, consistent with our obligations to our clients under our various contracts. We are responsible for claims in excess of our insurance policies' limits, and, while we endeavor to purchase insurance coverage that is appropriate to our assessment of risk, we are unable to predict with certainty the frequency, nature or magnitude of claims or direct or consequential damages. If our insurance proves to be inadequate or unavailable, our business may be negatively affected.

Recent consolidation within the insurance industry could impact our ability to obtain or renew policies at competitive rates. Should we be unable to obtain or renew our excess, umbrella, or other commercial insurance policies at competitive rates, it could have a material adverse impact on our business, as would the occurrence of catastrophic uninsured claims or the inability or refusal of our insurance carriers to pay otherwise insured claims.

We are subject to volatility associated with our high deductible and high retention insurance programs, including the possibility that changes in estimates of ultimate insurance losses could result in material charges against our operating results.

We are obligated to reimburse our insurance carriers for, or pay directly, each loss incurred up to the amount of a specified deductible or self-insured retention amount. We also purchase property insurance that provides coverage for loss or damage to our property and, in some cases, our clients' property, as well as business interruption coverage for lost operating income and certain associated expenses. The deductible or retention applicable to any given loss under the property insurance policies varies based upon the insured values and the peril that causes the loss. Our financial statements reflect our funding of all such obligations based upon guidance and evaluation received from third-party insurance professionals. However, our actual obligations at any particular time may exceed the amount presently funded or accrued, in which case we would need to set aside additional funds to reserve for any such excess.

The determination of required insurance reserves is dependent upon significant actuarial judgments. We use the results of actuarial studies to estimate insurance rates and reserves for future periods and adjust reserves as appropriate for the current year and prior years. Changes in insurance reserves as a result of periodic evaluations of the liabilities can cause swings in operating results that may not be indicative of the performance of our ongoing business. Actual experience related to our insurance reserves can cause us to change our estimates for reserves, and any such changes may materially impact our results of operations, causing volatility in our operating results. Additionally, our obligations could increase if we receive a greater number of insurance claims, or if the severity of, or the administrative costs associated with, those claims generally increases.

Further, to the extent that we self-insure our losses, deterioration in our loss control and/or our continuing claim management efforts could increase the overall costs of claims within our retained limits. A material change in our insurance costs due to changes in the frequency of claims, the severity of claims, the costs of excess/umbrella premiums, regulatory changes, or consolidation within the insurance industry could have a material adverse effect on our financial position, results of operations, or cash flows.

Because of the size of the operations covered and our claims experience, we purchase insurance policies at prices that we believe represent a discount to the prices that would typically be charged to clients on a stand-alone basis. The clients for whom we provide professional services pursuant to management type contracts have the option of purchasing their own liability insurance policies (provided that we are named as an additional insured party). Historically, most of our clients have chosen to obtain insurance coverage by being named as additional insureds under our master liability insurance policies. Pursuant to our management type contracts, we charge those clients an allocated portion of our insurance-related costs. Our inability to purchase such policies at competitive rates or charge clients for such insurance-related costs, could have a material adverse effect on our financial position, results of operations or cash flows.

We do not maintain insurance coverage for all possible risks.

We maintain a comprehensive portfolio of insurance policies to help protect us against loss or damage incurred from a wide variety of insurable risks. Each year, we review with our third party insurance advisers whether the insurance policies and associated coverages that we maintain are sufficient to adequately protect us from the various types of risk to which we are exposed in the ordinary course of business. That analysis takes into account various pertinent factors such as the likelihood that we would incur a material loss from any given risk, as well as the cost of obtaining insurance coverage against any such risk. We are responsible for claims in excess of our insurance policies' limits, and, while we endeavor to purchase insurance coverage that is appropriate to our assessment of risk, we are unable to predict with certainty the frequency, nature or magnitude of claims or direct or consequential damages, including, in particular, due to unforeseen events, such as COVID-19 and terrorist attacks. In addition, we may sustain material losses resulting from an event or occurrence where our insurance coverage is believed to be sufficient, but such coverage is either inadequate or we cannot access the coverage.  Furthermore, our business interruption insurance, however, may not

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provide sufficient coverage, if any, for losses we incur in connection with these events, in addition to other specified exclusions. These scenarios may result in a material adverse impact on our results of operations.

Our risk management and safety programs may not have the intended effect of allowing us to reduce our insurance costs.

We attempt to mitigate our business and operating risks through the implementation of Company-wide safety and loss control programs designed to decrease the incidence of accidents or events that might increase our exposure or liability. However, our insurance coverage may not be adequate, despite our implementation of Company-wide safety and loss control efforts, or may be inaccessible in certain instances, either of which would result in additional costs to us and may adversely impact our results of operations.

Risks relating to our acquisition strategy may adversely impact our results of operations.

In the past, a significant portion of our growth has been generated by acquisitions. In light of recent events related to the COVID-19 pandemic, we expect that there will be a slowdown in the pace or size of our acquisitions, which, in addition to the other factors discussed above, could lead to a slower growth rate. Any acquisition we make may not provide us with any of the benefits that we anticipated or anticipate when entering into such transaction, particularly acquisitions in adjacent professional services. The process of integrating an acquired business may create unforeseen difficulties and expenses. The areas in which we may face risks in connection with any potential acquisition of a business include, but are not limited to:

• failure of the acquired business to perform in-line with management expectations or acquisition models;

• revenue synergies and our ability to cross-sell service offerings to existing clients may be different than management's expectations;

• costs of integrating the business or synergies anticipated could be different than management's expectations;

• management time and focus may be diverted from operating our business to acquisition integration;

• the time frame for integration could be delayed and the related costs may exceed management's expectations;

• clients or key employees of an acquired business may not remain, which could negatively impact our ability to grow that acquired business;

• integration of the acquired business’s accounting, information technology, human resources, and other administrative systems may fail to permit effective management and expense reduction;

• an acquired entity may not have in place all the necessary controls as required by the SEC and the Public Company Accounting Oversight Board, and implementing such controls, procedures, and policies may fail;

• integrating financial reporting policies in compliance with the SEC's requirements and the requirements of other regulatory bodies may result in increased costs, time and resources spent on or by our financial personnel;

• integrating an acquired entity into our internal control over financial reporting may require and continue to require significant time and resources from our management and other personnel and may increase our compliance costs;

• additional indebtedness incurred as a result of an acquisition may adversely impact our financial position, results of operations, and cash flows;

• we may be subject to additional compliance and other regulatory requirements as a result of the acquired business, including in connection with any new products or services we offer; and

• unanticipated or unknown liabilities may arise relating to the acquired business.

Our management type contracts and lease type contracts expose us to certain risks.

The loss or renewal on less favorable terms of a substantial number of management type contracts or lease type contracts could have a material adverse effect on our business, financial condition and results of operations. A material reduction in the operating income associated with the integrated services we provide under management type contracts and lease type contracts could have a material adverse effect on our business, financial condition and results of operations. Our management type contracts are typically for a term of one to three years, although the contracts may be terminated, without cause, on 30-days' notice or less, giving clients regular opportunities to attempt to negotiate a reduction in fees or other allocated costs. Any loss of a significant number of clients could in the aggregate materially adversely affect our operating results.

We are particularly exposed to increases in costs for locations that we operate under lease type contracts because we are generally responsible for all the operating expenses of our leased locations. Typically, during the first and fourth quarters of each year, seasonality generally impacts our performance with regard to moderating revenues, with the reduced levels of travel most clearly reflected in the parking activity associated with our airport and hotel businesses as well as increases in certain costs of parking services, such as snow removal, all of which negatively affects gross profit.  The impact of COVID-19 on the seasonality of our business specifically, and the performance of our operations generally, will depend on, among other factors, the scale and duration of the pandemic and its impact on regulations, consumer behavior and consumer spending.

Deterioration in economic conditions in general could reduce the demand for our services and, as a result, reduce our earnings and adversely affect our financial condition.

Adverse changes in global, national and local economic conditions could have a negative impact on our business. Adverse economic conditions, including in relation to COVID-19, may result in client's customers reducing their discretionary spending, which includes travel and leisure spending. Because a portion of our revenue is tied to the volume of airline passengers, hotel guests, retail shoppers and sports event attendees, our business could be adversely impacted by the curtailment of business travel, personal travel or discretionary spending caused by unfavorable changes in economic conditions and/or consumer confidence. Adverse changes in local, regional, national and international economic conditions could depress prices for our services or cause clients to cancel agreements for the services we provide to our clients and their customers.

In addition, our business operations tend to be concentrated in large urban areas. Many of our customers are workers who commute by car to their places of employment in these urban centers or who use services in the travel, leisure and hospitality industry. Our business could be materially adversely affected to the extent that weak economic conditions or demographic factors could result in the elimination of jobs and high unemployment in the large urban areas where our business operations are concentrated, as has occurred in the wake of COVID-19. In addition, increased unemployment levels, increased office vacancies in urban areas, movement toward home office or “work from home” alternatives or lower consumer spending could reduce consumer demand for our services.

We are increasingly dependent on information technology, and potential disruption, cyber-attacks, cyber-terrorism and security breaches to our technology, or our third-party providers and clients, or the compromise of our data, present risks that could harm our business.

We are increasingly dependent on automated information technology systems to manage and support a variety of business processes and activities. In addition, a portion of our business operations is conducted electronically, increasing the risk of attack or interception that could cause loss or misuse of data, system failures, disruption of operations, unauthorized malware, computer or system viruses, or the compromise of data, such as theft of intellectual property or inappropriate disclosure of confidential, proprietary or personal information.

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Furthermore, while we continue to devote resources to monitoring and updating our systems and implementing information security measures to protect our systems, the controls and procedures that we have in place may not be sufficient to protect us from security breaches. Improper activities by third parties, exploitation of encryption technology, new data-hacking tools and discoveries and other events or developments may result in a future compromise or breach of our networks, payment card terminals or other payment systems. In particular, the techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognized until they have been deployed against a target. Accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures.

Additionally, our systems could be subject to damage or interruption from system conversions, power outages, computer or telecommunications failures, computer viruses and malicious attack, security breaches and catastrophic events. If our systems are damaged or fail to function properly, we may incur substantial repair and/or replacement costs, experience data loss or theft and impediments to our ability to manage customer transactions, which could adversely affect our operations and our results of operations. The occurrence of acts of cyber terrorism, such as website defacement, denial of automated payment services, sabotage of our proprietary on-demand technology or the use of electronic social media to disseminate unfounded or otherwise harmful allegations to our reputation, could have a material adverse effect on our business. Any disruptions to our information technology systems, breaches or compromise of data and/or misappropriation of information could result in lost sales, negative publicity, litigation, violation of privacy laws or business interruptions or damage to our reputation that, in turn, could negatively impact our financial condition and results of operations. While we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses potentially incurred and would not remedy any damage to our reputation.

We do not have control over security measures taken by third-party vendors hired by our clients to prevent unauthorized access to electronic and other confidential information. There can be no assurance third-party vendors will not suffer an attack in the future in which unauthorized parties gain access to personal financial information of individuals associated with our company, our clients or our client's customers, and any such incident may not be discovered and remedied in a timely manner, or at all.

Labor disputes could lead to loss of revenues or expense variations.

When one or more of our major collective bargaining agreements becomes subject to renegotiation or we face union organizing drives, we may disagree with the union on important issues that, in turn, could lead to a strike, work slowdown or other job actions. We may not be able to renew existing labor union contracts on acceptable terms, particularly during times of economic distress, and, in such cases, we may not be able to staff sufficient employees for our short-term needs. A strike, work slowdown or other job action could in some cases disrupt our ability to provide services, resulting in reduced revenues. If declines in client service occur or if our clients are targeted for sympathy strikes by other unionized workers, contract cancellations could result. Negotiating a first time agreement or renegotiating an existing collective bargaining agreement could result in a substantial increase in labor and benefits expenses that we may be unable to pass through to clients. In addition, potential legislation could make it significantly easier for union organizing drives to be successful and could give third-party arbitrators the ability to impose terms of collective bargaining agreements upon us and a labor union if we are unable to agree with such union on the terms of a collective bargaining agreement. At December 31, 2020, approximately 28% of our employees were represented by labor unions and approximately 51% of our collective bargaining contracts are up for renewal in 2021, representing approximately 54% of our employees. In addition, at any given time, we may face a number of union organizing drives. When one or more of our major collective bargaining agreements becomes subject to renegotiation or when we face union organizing drives, we and the union may disagree on important issues that could lead employees to strike, work slowdown, or other job actions. In a market where we are unionized but our competitors are not unionized, we may lose clients as a result. A strike, work slowdown, or other job actions could disrupt our ability to provide services to our clients, resulting in reduced revenues or contract cancellations. Moreover, negotiating first-time collective bargaining agreements or renewing existing agreements, could result in substantial increases in labor and benefit costs that we may not be able to pass through to clients.

In addition, we make contributions to multi-employer benefit plans on behalf of certain employees covered by collective bargaining agreements, and we could be responsible for paying unfunded liabilities incurred by such benefit plans, which amount could be material.

Catastrophic events could disrupt our business and services.

Catastrophic events, including natural disasters, severe weather conditions, pandemic outbreaks and acts of terrorism or other geopolitical events, may cause economic dislocations throughout the country, lead to reduced levels of travel and result in an increase in certain costs of providing parking and remote bag check-in and handling services, any of which could negatively affect the use of our services and our gross profit. In addition, terrorist attacks have resulted in, and may continue to result in, increased government regulation of airlines and airport facilities, including the imposition of minimum distances between parking facilities and terminals, resulting in the elimination of parking facilities we manage. We derive a significant percentage of our gross profit from parking facilities and parking related services in and around airports. The Federal Aviation Administration generally prohibits parking within 300 feet of airport terminals during periods of heightened security. Although the prohibition is not currently in effect, it may be reinstated in the future. The existing regulations governing parking within 300 feet of airport terminals or future regulations may prevent us from using certain parking spaces. Reductions in the number of parking spaces and air travelers may reduce our revenue and cash flow from both our leased facilities and those facilities and contracts we operate under management type contracts.

Because our business is affected by weather-related trends, typically in the first and fourth quarters of each year, our results may fluctuate from period to period, which could make it difficult to evaluate our business.

Weather conditions, including fluctuations in temperatures, snow or severe weather storms, heavy flooding, hurricanes or natural disasters, can negatively impact portions of our business. We periodically have experienced fluctuations in our quarterly results arising from a number of factors, including the following:

• reduced levels of travel during and as a result of severe weather conditions, which is reflected in lower revenue from our services; and

• increased cost of services, such as snow removal and longer delivery times for our baggage delivery services.

These factors have typically had negative impacts to our gross profit and could cause gross profit reductions in the future. Fluctuations in our results could make it difficult to evaluate our business or cause instability in the market price of our common stock.

State and municipal government clients may sell or enter into long-term lease type contracts of parking-related assets with our competitors or property owners and developers may redevelop existing locations for alternative uses.

In order to raise additional revenue, a number of state and municipal governments have either sold or entered into long-term lease type contracts of public assets or may be contemplating such transactions. The assets that are the subject of such transactions have included government-owned parking garages located in downtown commercial districts and parking operations at airports. The sale or long-term leasing of such government-owned parking assets to our competitors or clients of our competitors could have a material adverse effect on our business, financial condition and results of operations.

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Additionally, property owners and developers may elect to redevelop existing locations for alternative uses other than parking or significantly reduce the number of existing spaces used for parking at those facilities in which we either lease through a lease type contract or operate through a management type contract. Reductions in the number of parking spaces or potential loss of contracts due to redevelopment by property owners may reduce our gross profit and cash flow for both our lease type contracts and those facilities or contracts we operate under management type contracts.

We have investments in joint ventures and may be subject to certain financial and operating risks with our joint venture investments.

We have acquired or invested in a number of joint ventures, and may acquire or enter into joint ventures with additional companies. These transactions create risks such as:

• additional operating losses and expenses in the businesses acquired or joint ventures in which we have made investments;

• the dependence on the investee's accounting, financial reporting and similar systems, controls and processes of other entities whose financial performance is incorporated into our financial results due to our investment in that entity;

• potential unknown liabilities associated with a company we may acquire or in which we invest;

• requirements or obligations to commit and provide additional capital, equity, or credit support as required by the joint venture agreements;

• inability of the joint venture partner to (1) perform its obligations as a result of financial or other difficulties or (2) provide additional capital, equity or credit support under the joint venture agreements; and

• disruption of our ongoing business, including loss of management focus on the business.

As a result of future acquisitions or joint ventures in which we may invest, we may need to issue additional equity securities, spend our cash, or incur debt and contingent liabilities, any of which could reduce our profitability and harm our business. In addition, valuations supporting our acquisitions or investments in joint ventures could change rapidly given the global economic environment and climate. We could determine that such valuations have experienced impairments, resulting in other-than-temporary declines in fair value that could adversely impact our financial results.

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Risks related to legal and regulatory matters

Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could adversely affect our operations and financial condition.

In the normal course of business, we are from time to time involved in various legal proceedings. The outcome of these and any other legal proceedings cannot be predicted. It is possible that an unfavorable outcome of some or all of the matters could cause us to incur substantial liabilities that may have a material adverse effect upon our financial condition and results of operations. Any significant adverse litigation, judgments or settlements could have a negative effect on our business, financial condition and results of operations. Because our business employs a significant number of employees, we incur risks that these individuals will make claims against us for violating various employment-related federal, state and local laws. Some or all of these claims may lead to litigation, including class action litigation, and there may be negative publicity with respect to any alleged claims. Additionally, we are subject to risks in the states where we have employees, including, for example, if there are new or unanticipated judicial interpretations of existing laws and those interpretations are applied to employers on a retroactive basis.

We operate in a highly regulated environment, and our compliance with laws and regulations, including any changes thereto, or our non-compliance with such laws and regulations, may impose significant costs on us.

Under various federal, state and local environmental laws, ordinances and regulations, current or previous owners or operators of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in their properties. This applies to properties we either own or operate. These laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. We may be potentially liable for such costs as a result of our operation of parking facilities. Additionally, we hold a partial ownership interest in four parking facilities, and companies that we acquired in previous years may have owned a large number of properties that we did not acquire. We may be held liable for certain costs as a result of such previous and current ownership. In addition, from time to time we are subject to legal claims and regulatory actions involving environmental issues at certain locations or otherwise in connection with our operations. The cost of defending against claims of liability, or remediation of a contaminated property, could have a material adverse effect on our business, financial condition and results of operations.

In connection with ground transportation services and certain transportation and baggage services provided to our clients, including shuttle bus operations, baggage handling and delivery services and remote airline check-in services, the U.S. Department of Transportation, including the Transportation Security Administration (TSA) and Department of Homeland Security, and various federal and state agencies exercise broad powers over these transportation and baggage related services, including, licensing and authorizations, safety, training and insurance requirements. Our employees must also comply with the various safety and fitness regulations promulgated by the U.S. Department of Transportation and other federal agencies, including those related to minimum training hours and requirements, drug and alcohol testing and service hours. We may become subject to new and more restrictive federal and state regulations, including in the wake of the COVID-19 pandemic. Compliance with such regulations could hamper our ability to provide qualified drivers and increase our operating costs. Our compliance with any new rules and regulations, directives, anticipated rules or other forms of regulatory oversight may have a material adverse effect on us.

We are also subject to consumer credit laws and credit card industry rules and regulations relating to the processing of credit card transactions, including the Fair and Accurate Credit Transactions Act and the Payment Card Data Security Standard. These laws and these industry standards impose substantial financial penalties for non-compliance.

In addition, we are subject to laws generally applicable to businesses, including, but not limited, to federal, state and local regulations relating to data privacy, wage and hour matters, employee classification, mandatory healthcare benefits, unlawful workplace discrimination and whistle blowing. Any actual or alleged failure to comply with any regulation applicable to our business or any whistle-blowing claim, even if without merit, could result in costly litigation, regulatory action or otherwise harm our business, financial condition and results of operations.

We collect and remit sales/parking taxes and file tax returns for and on behalf of ourselves and our clients. We are affected, and may in the future be affected, by laws and regulations that may impose a direct assessment on us for failure to remit sales/parking taxes and filing of tax returns for ourselves and on behalf of our clients.

We cannot predict changes in laws and regulations made by federal, state or local government. Any such changes may pose additional regulatory burden and costs on our business or otherwise adversely affect our results of operations.

Federal healthcare reform legislation may adversely affect our business and results of operations.

We provide healthcare and other benefits to employees. In certain circumstances, we charge our clients insurance-related costs. Costs for health care have increased more rapidly than the general inflation in the U.S. economy. If this trend in health care continues and we are unable to raise the rates we charge our clients to cover expenses incurred due to the Patient Protection and Affordable Care Act or other healthcare initiatives, our operating profit could be negatively impacted.

Changes in tax laws or rulings could materially affect our financial position, results of operations, and cash flows.

We are subject to income and non-income tax laws in the United States (federal, state and local) and other foreign jurisdictions, which include Canada and Puerto Rico. Changes in tax laws, regulations, tax rulings, administrative practices or changes in interpretations of existing laws, could materially affect our business. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change, with or without notice, and the effective tax rate could be affected by changes in the mix of earnings in countries with differing statutory tax rates or changes in tax laws or their interpretation, including in the United States (federal, state and local), Canada and Puerto Rico. Our income tax expense, deferred tax assets and liabilities and our effective tax rates could be affected by numerous factors, including the relative amount of our foreign earnings, including earnings being lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates, the applicability of special tax regimes, losses incurred in jurisdictions for which we are not able to realize the related tax benefit, entry into new businesses or geographies, changes to our existing business and operations, acquisitions and investments and how they are financed and changes in the relevant tax, accounting and other laws regulation, administrative practices, principles and interpretations. Additionally, adverse changes in the underlying profitability and financial outlook of our operations or changes in tax law, as discussed above, could lead to changes in our valuation allowances against deferred tax assets on our consolidated balance sheets, which could materially affect our results of operations.

We are also subject to tax audits and examinations by governmental authorities in the United States (federal, state and local), Canada and Puerto Rico. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes, but our assessments as to the outcome of such tax audits and examinations involve a number of assumptions and may ultimately prove to be incorrect. Negative unexpected results from one or more such tax audits or examinations or our failure to sustain our reporting positions on examination could have an adverse effect on our results of operations and our effective tax rate.

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Risks related to our liquidity and capital resources

The phase-out of the London Interbank Offered Rate (“LIBOR”) could affect interest rates under our existing credit facility agreement, hedging activity, as well as our ability to seek future debt financing.

LIBOR is the basic rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the interest rates on loans globally. We generally use LIBOR as a reference rate to calculate interest rates under the Senior Credit Facility and to establish the floor and ceiling ranges for the interest rate collar contracts that we entered into to manage interest rate risk associated with the Senior Credit Facility.

In 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. Regulators in various jurisdictions have been working to replace LIBOR and other interbank offered rates with reference interest rates that are more firmly based on actual transactions. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has identified the Secured Overnight Financing Rate (“SOFR”) that is calculated using short-term repurchase agreements backed by Treasury securities, as its preferred alternative to LIBOR. The Financial Accounting Standards Board ("FASB") added the Overnight Index Swap Rate based on the SOFR to the list of U.S. benchmark interest rates eligible to be hedged under US GAAP and has issued a proposal for consideration that would help facilitate the market transition from existing reference interest rates to alternatives.

It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur over the course of the next few years. If a published LIBOR is unavailable after 2021, the interest rates under our Senior Credit Facility will be determined using various alternative methods, any of which may not be as favorable to us as those in effect prior to any LIBOR phase-out. In addition, the transition process to an alternative method may involve, among other things, increased volatility or illiquidity in markets for instruments that currently rely on LIBOR and may also result in reductions in the value of certain instruments or the effectiveness of related transactions such as our interest rate collars and any other hedges, increased borrowing costs, uncertainty under applicable documentation, or difficult and costly consent processes. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, may result in expenses, difficulties, complications or delays in connection with future financing efforts, which could have a material adverse impact on our business, financial condition and results of operations.

Impairment charges could have a material adverse effect on our financial condition and results of operations.

Goodwill represents the excess purchase price of acquired businesses over the fair values of the assets acquired and liabilities assumed. October 1st is our annual impairment assessment date for goodwill. However, we could be required to evaluate the recoverability of goodwill prior to the annual assessment if we experience a significant under-performance relative to expected historical or projected future operating results, significant changes in the use of acquired assets or our business strategy, and significant negative industry or economic trends. The goodwill impairment test is performed at the reporting unit level. If the fair value of one of our reporting units is less than its carrying value, we would record impairment for the excess of the carrying amount over the implied fair value. The valuation of our reporting units requires significant judgment in evaluation of recent indicators of market activity and estimated future cash flows, discount rates, and other factors. Future events may indicate differences from management’s judgments and estimates which could, in turn, result in impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, increases in interest rates, which would impact discount rates, or other factors which could decrease revenues and profitability of our reporting units and changes in the cost structure of existing facilities. During the year ended December 31, 2020, we recognized a goodwill impairment charge of $59.5 million. See Note 1. Significant Accounting Policies and Practices and Note 11. Goodwill to our Consolidated Financial Statements for further discussion.

We evaluate our long-lived assets, including lease ROU and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. These events and circumstances include, but are not limited to, a current expectation that a long-lived asset will be disposed of significantly before the end of its previously estimated useful life, a significant adverse change in the extent or manner in which we use a long-lived asset, a change in its physical condition or a projection or forecast that demonstrates continuing losses associated with the use of the long-lived asset group. When this occurs, a recoverability test is performed that compares the projected undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying amount. If we conclude that the projected undiscounted cash flows are less than the carrying amount, impairment would be recorded for the excess of the carrying amount over the estimated fair value. During the year ended December 31, 2020, we concluded that certain ROU and intangible assets were impaired and recorded impairment charges amounting to $98.6 million and $75.8 million, respectively. See Notes 1. Significant Accounting Policies and Practices, Note 2. Leases and Note 10. Other Intangible Assets, net to our Consolidated Financial Statements for further discussion.

Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any future changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets and could result in additional impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities.

We have incurred indebtedness, and we may incur indebtedness in the future, that could adversely affect our financial condition.

Our Amended Credit Agreement (as defined in Item 9B. Other Information), which was amended on February 16, 2021, provides for a Senior Credit Facility that includes a $325.0 million revolving credit facility and a $225.0 million term loan that is scheduled to mature in November 2023. The Senior Credit Facility is secured by a lien on all of our assets. In connection with our Amended Credit Agreement, the negative and financial covenants in the Credit Agreement were amended and some additional covenants were added, as described in Item 9B. Other Information. Failure to comply with covenants or to meet payment obligations under our Senior Credit Facility could result in an event of default which, if not cured or waived, could result in the acceleration of outstanding debt obligations.

We may incur additional indebtedness in the future, which could cause the related risks to intensify. We may need to refinance all or a portion of our indebtedness on or before their respective maturities. We may not be able to refinance any of our indebtedness, including indebtedness under our Senior Credit Facility, on commercially reasonable terms or at all. If we are unable to refinance our debt, we may default under the terms of our indebtedness, which could lead to an acceleration of debt repayment. We do not expect that we could repay all of our outstanding indebtedness if the repayment of such indebtedness was accelerated. If adequate capital is not available to us and our internal sources of liquidity prove to be insufficient, or if future financings require more restrictive covenants, such combination of events could adversely affect our ability to (i) acquire new businesses or enter new markets, (ii) service or refinance our existing debt, (iii) make necessary capital investments and (iv) make other expenditures necessary for the ongoing conduct of our business.

In addition, the terms of future debt agreements and amendments to our existing debt agreements could include more restrictive covenants, which may further restrict our business operations or cause future financing to be unavailable due to our covenant restrictions then in effect.

Our ability to maintain and expand our business will be dependent upon the availability of adequate capital.

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The ability to maintain and expand our business will depend in part on the availability of adequate capital, which in turn will depend, in large part, on cash flow generated by our business and the availability of equity and debt capital. In addition, the Senior Credit Facility contains provisions that restrict our ability to incur additional indebtedness and/or make substantial investments or acquisitions. As a result, we may not have the ability to obtain adequate capital to maintain and expand our business.

The financial difficulties or bankruptcy of one or more of our major clients could adversely affect our results.

Future revenue and our ability to collect accounts receivable depend, in part, on the financial strength of our clients. We estimate an allowance for doubtful accounts, and this allowance adversely impacts profitability. In the event that our clients experience financial difficulty, become unable to obtain financing or seek bankruptcy protection, our profitability would be further impacted by our failure to collect accounts receivable in excess of the estimated allowance. Additionally, our future revenue would be reduced by the loss of these clients or by the cancellation of lease type contracts or management type contracts by clients in bankruptcy.

The sureties for our performance bond program may elect not to provide us with new or renewal performance bonds for any reason.

As is customary in the industry, a surety provider can refuse to provide a bond principal with new or renewal surety bonds. If any existing or future surety provider refuses to provide us with surety bonds, either generally or because we are unwilling or unable to post collateral at levels sufficient to satisfy the surety's requirements, we may not be able to find alternate providers on acceptable terms, or at all. Our inability to provide surety bonds could also result in the loss of existing contracts. Failure to find a provider of surety bonds, and our resulting inability to bid for new contracts or renew existing contracts, could have a material adverse effect on our business and financial condition.

General risk factors

Our business success depends on retaining senior management and attracting and retaining qualified personnel.

Our future performance depends on the continuing services and contributions of our senior management to execute on our acquisition and growth strategies and to identify and pursue new opportunities. Our future success also depends, in large part, on our continued ability to attract and retain qualified personnel. Any unplanned turnover in senior management or inability to attract and retain qualified personnel could have a negative effect on our results of operations.

Additionally, we must attract, train and retain a large and growing number of qualified employees while controlling labor costs. Our ability to control labor costs is subject to numerous internal and external factors, including changes in immigration policy, regulatory changes, prevailing wage rates, and competition we face from other companies to attract and retain qualified employees. We may not be able to attract and retain qualified employees in the future, which could have a material adverse effect on our business, financial condition and results of operations.

Actions of activist investors could disrupt our business.

Public companies have been the target of activist investors, including, in particular, during times of economic and market turmoil. In the event that a third-party, such as an activist investor, proposes to change our governance policies, board of directors, or other aspects of our operations, our review and consideration of such proposals may create a significant distraction for our management and employees. This could negatively impact our ability to execute our long-term growth plan and may require our management to expend significant time and resources responding to such proposals. Such proposals may also create uncertainties with respect to our financial position and operations and may adversely affect our ability to attract and retain key employees.

Item 1B.Unresolved Staff Comments

Not applicable.

Item 2. Properties

Our principal support office is located at 200 East Randolph Street, Suite 7700, Chicago, Illinois 60601.

Principal Properties as of December 31, 2020

Location	Character of Office	Approximate Square Feet		Lease Expiration Date	Segment
Chicago, Illinois (1)	Chicago Support Office		35,000	September 2025	Other
Nashville, Tennessee	Nashville Support Office		25,000	June 2024	Other
Orlando, Florida (2)	Orlando Support Office		3,700	November 2024	Other

(1) During the year ended December 31, 2020, 6,000 square feet of office space was vacated.

(2) During the year ended December 31, 2020, 16,400 square feet of office space was vacated.

In addition to the above properties, we have other offices, warehouses and parking facilities in various locations in the United States, Canada and Puerto Rico.

We believe that these properties are well maintained, in good operating condition and suitable for the purposes for which they are used.

Item 3. Legal Proceedings

General

We are subject to claims and litigation in the normal course of our business, including those related to labor and employment, contracts, personal injury and other related matters, some of which allege substantial monetary damages and claims. Some of these actions may be brought as class actions on behalf of a class or purported class of employees. While the outcomes of claims and legal proceedings brought against us are subject to significant uncertainty, our management believes the final outcome will not have a material adverse effect on our financial position, results of operations or cash flows.

We accrue a charge when our management determines that it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, we record the lowest amount in the estimated range of loss and disclose the estimated range. We do not record liabilities for reasonably possible loss contingencies, but do disclose a range of reasonably possible losses if they are material and we are able to estimate such a range. If we cannot

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provide a range of reasonably possible losses, we explain the factors that prevent us from determining such a range. In addition, we accrue for the authoritative judgments or assertions made against us by government agencies at the time of their rendering regardless of our intent to appeal. We regularly evaluate current information available to us to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss involves significant estimation and judgment.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the Nasdaq Stock Market LLC under the symbol "SP".

Holders

As of February 11, 2021, we estimate that there were approximately 9,000 registered holders of our common stock.

Issuer Purchases of Equity Securities

There were no repurchases of equity securities during the three months ended December 31, 2020.

Securities Authorized for Issuance Under Equity Compensation Plans

We have an amended and restated long-term incentive plan (the "Plan") that was adopted in conjunction with our initial public offering in 2004. On March 7, 2018, the Board approved an amendment and restatement of the Plan that increased the number of shares of common stock available under the Plan from 2,975,000 to 3,775,000. Company stockholders approved the Plan amendment and restatement on May 8, 2018. Under the Plan, we have granted stock options, stock grants and issued restricted stock units (RSUs) and performance stock units (PSUs) awards to certain employees. Forfeited and expired options under the Plan generally become available for reissuance. Additional information regarding the Plan appears in Note 1. Significant Accounting Policies and Practices and Note 7. Stock-Based Compensation to our Consolidated Financial Statements.

The status of the Plan on December 31, 2020 is as follows:

					Number of
					Securities
					Remaining
					Available
	Number of		Weighted-		for Future
	Securities to be		Average		Issuance
	Issued Upon		Exercise		Under Equity
	Exercise of		Price of		Compensation
	Outstanding		Outstanding		Plans
	Options,		Options,		(Excluding
	Warrants and		Warrants and		Securities Reflected in
Plan Category	Rights (Column A)		Rights (Column B)		Column A)
Equity compensation plans approved by securities holders (a)	$	251,494	$	—	$	647,903
Equity compensation plans not approved by securities holders		—		—		—
Total	$	251,494	$	—	$	647,903

a) Securities to be issued upon exercise comprise of 51,276 RSUs and 200,218 PSUs. The weighted average exercise price does not take these awards into account. There were no stock options or grants outstanding as of December 31, 2020.

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Stock Performance Graph

	Years Ended December 31,
Company / Index	2015		2016		2017		2018		2019		2020
SP Plus Corporation	$	100.00	$	117.78	$	155.23	$	123.60	$	177.53	$	120.63
S&P 500 Index	$	100.00	$	111.96	$	136.40	$	130.42	$	171.49	$	203.04
S&P SmallCap 600 Commercial & Professional Services	$	100.00	$	123.95	$	138.65	$	135.03	$	173.39	$	164.46

The performance graph above shows the cumulative total stockholder return of our common stock for the period starting on December 31, 2015 to December 31, 2020. This performance is compared with the cumulative total returns over the same period of the Standard & Poor's 500 Index and the Standard & Poor's SmallCap 600 Commercial and Professional Services Index, which includes our direct competitor, ABM Industries Incorporated. The graph assumes that on December 31, 2015, $100 was invested in each of the other two indices, and assumes reinvestment of dividends. The stock performance shown in the graph represents past performance and should not be considered an indication of future performance.

Item 6. Selected Financial Data

N/A

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other parts of this Form 10-K contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, including statements regarding the anticipated further impact of the COVID-19 pandemic on our operations and financial condition. Forward-looking statements can also be identified by words such as "future," "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "will," "would," "could," "can," "may," and similar terms. Forward-looking statements are not guarantees of future performance, and the Company's actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A. "Risk Factors" of this Form 10-K, which are incorporated herein by reference. The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Part IV, Item 15. "Exhibits and Financial Statement Schedules" of this Form 10-K. Each of the terms the "We" and "Our" as used herein refers collectively to SP Plus Corporation and its wholly-owned subsidiaries, unless otherwise stated. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Explanatory Note

On November 30, 2018, we completed the acquisition of Bags. Our consolidated results of operations for the year ended December 31, 2018 includes the results of operations for the period of November 30, 2018 through December 31, 2018. See Note 3. Acquisition, which is included in Part IV, Item 15. "Exhibits and Financial Statement Schedules" for further discussion of the acquisition of Bags.

General Overview

In evaluating our financial condition and operating performance, our primary focus is on our gross profit and total general and administrative expenses. Revenue from lease type contracts includes all gross customer collections derived from our lease type contracts (net of local parking taxes), whereas revenue from management type contracts only includes our contractually agreed upon management fees and amounts attributable to ancillary services. Gross customer collections at facilities under management type contracts, therefore, are not included in our revenue. Accordingly, while a change in the proportion of our operating agreements that are structured as lease type contracts may cause significant fluctuations in reported revenue and cost of services, those changes will not artificially affect our gross profit. For example, as of December 31, 2020, 85% of our commercial business was operating under management type contracts. Only 54% of total revenue (excluding reimbursed management type contract revenue) for the year ended December 31, 2020, however, was from management type contracts. Under those contracts, the revenue collected from customers belongs to our clients.

We believe that sophisticated clients (which also include property owners) recognize the potential for parking services, parking management, ground transportation services, baggage handling services, technology-driven mobility solutions and other ancillary services to be a profit generator and/or a service differentiator to their customers. By outsourcing these services, they are able to capture additional profit and improve customer experiences by leveraging the unique operational skills and controls that an experienced services company can offer. Our ability to consistently deliver a uniformly high level of services to our clients, including the use of various technological enhancements, allows us to maximize the profit and/or customer experience to our clients and improves our ability to win contracts and retain existing clients. Our focus on customer service and satisfaction is a key driver of our high retention rate, which was approximately 87% and 93% for the years ended December 31, 2020 and 2019, respectively, for the Commercial segment.

Commercial Segment Facilities

In order to mitigate some of the effects from the COVID-19 pandemic (“COVID-19”), we converted many of our lease locations to management locations during the year ended December 31, 2020. In addition, we were able to exit many less profitable contracts, which were for both lease and management locations. The following table reflects our Commercial facilities (by contractual type) operated at the end of the years indicated:

	December 31,
	2020		2019		2018
Lease-type facilities		445		609		628
Management-type facilities		2,539		2,560		2,514
Total Commercial segment facilities		2,984		3,169		3,142

Revenue

We recognize services revenue from our contracts as the related services are provided. Substantially all of our revenue comes from the following two sources:

Lease type contracts. Consists of all revenue received at lease type locations, including gross receipts (net of local taxes), consulting and real estate development fees, gains on sales of contracts and payments for exercising termination rights.  Revenue from lease type contracts includes a reduction for service concessions.

Management type contracts. Consists of management fees, including fixed, variable and/or performance-based fees, and amounts attributable to ancillary services such as accounting, equipment leasing, baggage services, payments received for exercising termination rights, consulting, developmental fees, gains on sales of contracts, insurance and other value-added services. We believe we generally can purchase required insurance at lower rates than our clients can obtain on their own because we effectively self-insure for all liability, worker’s compensation and health care claims by maintaining a large per-claim deductible. As a result, we have generated operating income on the insurance provided under our management type contracts by focusing on our risk management efforts and controlling losses. Management type contract revenues do not include gross customer collections at those facilities, as those revenues belong to the client rather than to us. Management type contracts generally provide us with a management fee regardless of the operating performance of the underlying management type contract.

Reimbursed Management Type Contract Revenue. Consists of the direct reimbursement from the client for operating expenses incurred under a management type contract, which are reflected in our revenue.

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Cost of Services

Our cost of services consists of the following:

Lease type contracts. Consists of contractual rents or fees paid to the client and all operating expenses incurred in connection with operating the leased facility. Contractual rents or fees paid to the client are generally based on either a fixed contractual amount, a percentage of gross revenue or a combination thereof. Generally, under a lease type arrangement we are not responsible for major capital expenditures or real estate taxes.

Management type contracts. Cost of services under a management type contract is generally the responsibility of the client. As a result, these costs are not included in our results of operations. However, our reverse management type contracts, which typically provide for larger management fees, do require us to pay for certain costs and those costs are included in our results of operations.

Reimbursed Management Type Contract Expense. Consists of directly reimbursed costs incurred on behalf of a client under a management type contract, which are reflected in our cost of services.

Gross Profit

Gross profit equals our revenue less the cost of generating such revenue. This is the key metric we use to examine our performance because it captures the underlying economic benefit to us of both lease and management type contracts.

General and Administrative Expenses

General and administrative expenses include salaries, wages, payroll taxes, insurance, travel and office related expenses for our headquarters, field offices, supervisory employees, and board of directors.

Depreciation and Amortization

Depreciation is determined using a straight-line method over the estimated useful lives of the various asset classes, or in the case of leasehold improvements, over the initial term of the operating lease or its useful life, whichever is shorter. Intangible assets determined to have finite lives are amortized over their remaining estimated useful lives.

Goodwill

Goodwill represents the excess of purchase price paid over the fair value of net assets acquired. In accordance with the Financial Accounting Standards Board's ("FASB") authoritative accounting guidance on goodwill, we evaluate goodwill for impairment on an annual basis, or more often if events or circumstances change that could cause goodwill to become impaired. We have elected to assess the impairment of goodwill annually on October 1 or at an interim date if there is an event or change in circumstances indicating the carrying value may not be recoverable. The goodwill impairment test is performed at the reporting unit level; our reporting units represent our operating segments, consisting of Commercial and Aviation. Factors that could trigger an impairment review include, among others, significant under-performance relative to expected historical or projected future operating results, significant changes in the use of acquired assets or our business strategy, and significant negative industry or economic trends.

We may perform a qualitative, rather than quantitative, assessment, to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. As of January 1, 2020, we adopted Accounting Standards Update ("ASU") 2017-04, which eliminated the two step approach from the current goodwill impairment test and allows impairment to be calculated based on the quantitative assessment. The determination of fair value of a reporting unit utilizes cash flow projections that assume certain future revenue and cost levels, comparable marketplace data, assumed discount rates based upon current market conditions and other valuation factors, all of which involve the use of significant judgment and estimates. We also assess critical areas that may impact our business including economic conditions, market related exposures, competition, changes in service offerings and changes in key personnel.

Beginning in March 2020, COVID-19 and the resulting stay at home orders issued by local governments were impacting certain of our businesses. These factors have significantly impacted the hospitality and travel industries, as well as overall consumer discretionary spending.

Due to the impacts of COVID-19, revenues for certain markets in which we operate have dropped significantly as compared to the expectations as of the October 1, 2019 annual impairment test. We do not know how long the impacts of COVID-19 will or may impact our results. In addition, certain Aviation contracts were terminated during August 2020. The termination of these contracts and the ongoing impacts of COVID-19 on our expected future operating cash flows triggered us to complete a quantitative goodwill impairment analysis for our Aviation reporting unit as of August 31, 2020. Based on the quantitative analysis, we determined that estimated carrying values exceeded implied fair value for the Aviation reporting unit and goodwill was impaired, and therefore an impairment charge was recognized during the year ended December 31, 2020. As of October 1, 2020 (our annual goodwill impairment test date), we performed a qualitative assessment of goodwill, since projections used in the August 31, 2020 impairment test have not materially changed and we concluded no further impairment testing was required. See Note 11. Goodwill in the notes to the Consolidated Financial Statements for further discussion.

Other Intangibles Assets, net

Other intangible assets represent assets with finite lives that are amortized over their estimated useful lives and reviewed for impairment when circumstances change that would indicate the carrying value may not be recoverable. Intangible assets are amortized on a straight-line basis over their estimated useful lives. We evaluate the remaining useful life of the other intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to their remaining useful lives. Assumptions and estimates about future values and remaining useful lives of our intangible assets are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors, such as changes in our business strategy and internal forecasts. Although management believes the historical assumptions and estimates are reasonable and appropriate, different assumptions and estimates could materially impact reported financial results.

As a result of the termination of certain contracts within the Aviation reporting unit and the ongoing impact of COVID-19 on our expected future operating cash flows, we determined certain impairment testing triggers had occurred related to our intangible assets during the year ended December 31, 2020. Accordingly, we analyzed undiscounted cash flows for certain intangible assets and determined that estimated net carrying values exceeded undiscounted future cash flows, resulting in certain intangible assets being impaired, resulting in impairment charges being recognized during the year ended December 31, 2020. See Note 10. Other Intangible Assets, net in the notes to the Consolidated Financial Statements for further discussion.

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For both goodwill and intangible assets, future events may indicate differences from our judgments and estimates which could, in turn, result in impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, increases in interest rates, which would impact discount rates, or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities.

Long-Lived Assets

We evaluate long-lived assets, primarily including right-of-use (“ROU”) assets, leasehold improvements, equipment and construction in progress for impairment whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. We group assets at the lowest level for which cash flows are separately identified in order to measure impairment. Events or circumstances that would result in an impairment review include a significant change in the use of an asset, the planned sale or disposal of an asset, or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset group. If it is determined to be impaired, the impairment is measured by the amount by which the carrying value of the asset exceeds its fair value.

As a result of the impact of COVID-19 on our expected future operating cash flows, we determined certain impairment triggers had occurred for certain ROU assets associated with certain asset groups, resulting in impairment charges being recognized during the year ended December 31, 2020. See Note 2. Leases in the notes to the Consolidated Financial Statements for further discussion.

Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any future changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets and could result in additional impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities.

Segments

An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur expenses, and about which separate financial information is regularly evaluated by our chief operating decision maker (“CODM”), in deciding how to allocate resources. Our CODM is our chief executive officer.

The operating segments are reported to our CODM as Commercial and Aviation.

• Commercial encompasses our services in healthcare facilities, municipalities, including meter revenue collection and enforcement services, government facilities, hotels, commercial real estate, residential communities, retail, colleges and universities, as well as ancillary services such as shuttle and ground transportation services, valet services, taxi and livery dispatch services and event planning, including shuttle and transportation services.

• Aviation encompasses our services in aviation (e.g., airports, airline and certain hospitality clients with baggage and parking services), as well as ancillary services, which includes shuttle and ground transportation services, valet services, baggage handling, baggage repair and replacement, remote air check-in services, wheelchair assist services and other services.

• "Other" consists of ancillary revenue and costs that are not specifically attributable to Commercial or Aviation and certain unallocated items, such as and including prior year insurance reserve adjustments/costs and other corporate items.

In July 2020, we changed our internal reporting segment information reported to the CODM. Certain hospitality locations previously reported under Aviation are now included in Commercial. All prior year amounts have been reclassified to conform to the Company’s current reporting structure.

Analysis of Results of Operations

2020 Compared to 2019

Existing business represents business that has been operating for at least one year and operating for the entire period in the comparative period being presented. Other business comprises of expired business, conversions and new/acquired business. As a result of COVID-19, we have executed on a strategy to successfully convert certain lease type contracts to management type contracts which should provide a higher gross profit over the contract term. In addition, for those locations that have remained leases, we have worked with landlords to either receive rent concessions or change lease terms to be more favorable to us. Expired business relates to contracts that have expired but where we were operating the business in the comparative period presented. Existing business in the Other segment represents amounts not specifically attributable to Commercial or Aviation and certain unallocated items.

Consolidated results for the for the years ended December 31, 2020 and 2019, respectively, included the following notable items:

	December 31,					Variance
(millions)	2020			2019		Amount			%
Service revenue (1)	$	549.0		$	934.9	$	(385.9	)		(41.3	)%
Cost of services (2)		421.5			706.8		(285.3	)		(40.4	)%
Lease impairment		97.1			—		97.1			100.0	%
Gross profit		30.4			228.1		(197.7	)		(86.7	)%
General and administrative expenses		85.4			109.0		(23.6	)		(21.7	)%
Depreciation and amortization		29.3			29.4		(0.1	)		(0.3	)%
Impairment of goodwill and intangible assets		135.3			—		135.3			100.0	%
Operating (loss) income		(219.6	)		89.7		(309.3	)		(344.8	)%
Income tax (benefit) expense		(67.5	)		19.4		(86.9	)		(447.9	)%

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(1) Excludes Reimbursed management type contract revenue

(2) Excludes Reimbursed management type contract expense and lease impairment

Services revenue decreased by $385.9 million, or 41.3%, attributable to the following:

• Services revenue for lease type contracts decreased $219.5 million, or 53.7%, primarily driven by a decrease of $133.4 million from existing business, $43.0 million from locations that converted to management type contracts during the periods presented, $41.2 million from expired business, and $1.9 million from new/acquired business. Existing business revenue decreased $133.4 million, or 47.2%, primarily due to a decrease in transient revenue as a result of COVID-19.

• Services revenue for management type contracts decreased $166.4 million, or 31.6%, primarily due to a decrease of $140.9 million from existing business and $48.3 million from expired business, partially offset by an increase of $21.4 million from new/acquired business and $1.4 million from locations that converted from lease type contracts during the periods presented. Existing business revenue decreased $140.9 million, or 34.1%, primarily due to a decrease in activity for volume based management type contracts primarily related to the Aviation segment as a result of COVID-19, partially offset by $5.6 million of termination fees received related to certain terminated Aviation contacts.

Gross profit decreased by $197.7 million, or 86.7%, attributable to the following:

• Gross profit for lease type contracts decreased $47.6 million, or 113.3%, and gross profit percentage was negative 3.0% for the year ended December 31, 2020, compared to 10.3% for the year ended December 31, 2019. Gross profit declined as a result of decreases in gross profit for existing business, expired business, locations that converted to management type contracts during the periods presented and new/acquired business. Gross profit for existing business decreased $28.5 million, or 81.7%, primarily due to decreases in transient revenue as a result of COVID-19 and an increase in legal and bad debt expense, partially offset by the recognition of certain rent concessions of $57.2 million, as well as a decrease in compensation, benefits and overall lower net operating costs.

• Gross profit for management type contracts decreased $53.0 million, or 28.5%, while gross profit percentage for management type contracts increased to 37.0% for the year ended December 31, 2020, compared to 35.4% for the year ended December 31, 2019. Gross profit declined as a result of decreases in gross profit for existing business and expired business, partially offset by increases in new/acquired business and locations that converted from lease type contracts during the periods presented. Gross profit for existing business decreased $37.1 million, or 24.6%, primarily due to a decrease in activity for volume based management type contracts primarily related to the Aviation segment as a result of COVID-19 and an increase in bad debt and legal expenses, partially offset by decreases in compensation, benefits, overall net operating costs and $5.6 million of termination fees received related to certain terminated Aviation contacts.

• We recognized $97.1 million of impairment charges related to operating lease ROU assets in the Commercial segment during the year ended December 31, 2020. Due to the impact of COVID-19 on our operations, our projected future operating cash flows for certain locations is expected to lower. As a result, the fair value of those locations was lower than their carrying value and corresponding impairment charges were recorded during the year ended December 31, 2020. No impairment charge was recognized for the year ended December 31, 2019.

General and administrative expenses decreased $23.6 million, or 21.7%, for the year ended December 31, 2020, as compared to the year ended December 31, 2019, primarily related to lower stock based compensation expense related to performance share units during the year ended December 31, 2020, as well as lower performance based compensation and cost initiatives, partially offset by an increase in acquisition, restructuring and integration costs. Impairment charges of $1.6 million during the year ended December 31, 2020 related to certain abandoned operating leases. No similar impairment charges were recognized during the year ended December 31, 2019.

We recognized $135.3 million of impairment charges related to certain finite lived intangible assets and goodwill for the year ended December 31, 2020 in the Aviation segment. Due to the impact of COVID-19 on our operations and the termination of certain Aviation contracts, our projected future revenue, profitability and operating cash flows within the Aviation segment are expected to be lower than our prior projections. As a result, the implied fair value of certain asset groups related to finite lived intangible assets within the Aviation segment were lower than their carrying value, resulting in $75.8 million of impairment charges being recorded during the year ended December 31, 2020. In addition, based on the quantitative goodwill impairment analysis performed by us as of August 31, 2020, the estimated carrying values for the Aviation reporting unit exceeded their implied fair value, resulting in $59.5 million of goodwill impairment charges being recorded during the year ended December 31, 2020. No similar impairment charges were recognized during the year ended December 31, 2019.

Our effective tax rate was 28.1% for the year ended December 31, 2020 compared to 27.3% for the year ended December 31, 2019. The effective tax rate for the year ended December 31, 2020 reflects the benefit related to the ability to carryback our current year federal Net Operating Loss (“NOL”) to tax years that had a higher tax rate.

The following charts summarize our revenues (excluding reimbursed management type contract revenue) and gross profit by segment for years ended December 31, 2020 and 2019.

Commercial segment: Services Revenue

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Lease type contracts. Lease type contract revenue decreased $197.1 million, or 52.2%, to $180.2 million for the year ended December 31, 2020, compared to $377.3 million for the year ended December 31, 2019. Existing business revenue decreased $123.3 million, or 46.0%, primarily due to a decrease in transient revenue as a result of COVID-19. Revenue from other business decreased by $73.8 million, or 67.7%, primarily due to decreases of $40.3 million from expired business, $32.8 million from locations that converted to management type contracts during the periods presented and $0.7 million from new/acquired business.

Management type contracts. Management type contract revenue decreased $52.5 million, or 19.8%, to $212.1 million for the year ended December 31, 2020, compared to $264.6 million for the year ended December 31, 2019. Existing business revenue decreased by $45.6 million, or 23.1%, primarily due to a decrease in activity for volume based management type contracts as a result of COVID-19. Management type revenue from other business decreased by $6.9 million, or 10.2%, primarily due to a decrease of $33.9 million from expired business, partially offset by an increase of $26.2 million from new/acquired business and $0.8 million in locations that converted from lease type contracts during the period presented.

Commercial segment: Gross Profit

Lease type contracts. Gross profit decreased $39.9 million, or 135.3%, to a loss of $10.4 million for the year ended December 31, 2020, compared to gross profit of $29.5 million for the year ended December 31, 2019. Gross profit percentage decreased to negative 5.8% for the year ended December 31, 2020, compared to 7.8% for the year ended December 31, 2019. Gross profit decreased as a result of declines in existing business, expired business, locations that converted to management type contracts in the periods presented and new/acquired business. Gross profit for existing business decreased $24.4 million, or 95.3%, primarily due to decreases in transient revenue as a result of COVID-19, partially offset by the recognition of certain rent concessions of $30.1 million, as well as decreases in variable rent, compensation, benefits and overall lower net operating costs.

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Management type contracts. Gross profit decreased $24.0 million, or 23.1%, to $80.1 million for the year ended December 31, 2020, compared to $104.1 million for the year ended December 31, 2019. Gross profit percentage decreased to 37.8% for the year ended December 31, 2020, compared to 39.3% for the year ended December 31, 2019. Gross profit decreased as a result of declines in expired business and existing business, partially offset by increases in new/acquired business and locations that converted from lease type contracts during the periods presented. Gross profit for existing business decreased $13.8 million, or 17.4%, primarily due to a decrease in activity for volume based management type contracts as a result of COVID-19, partially offset by a decrease in compensation, benefits and overall lower net operating costs.

Aviation segment: Services Revenue

Lease type contracts. Lease type contract revenue decreased $22.1 million, or 72.0%, to $8.6 million for the year ended December 31, 2020, compared to $30.7 million for the year ended December 31, 2019. Existing business revenue decreased $9.8 million, or 71.5%, primarily due to a decrease in transient revenue as a result of COVID-19. Revenue from other business decreased by $12.3 million, or 72.4%, primarily due to decreases of $10.2 million from locations that converted to management type contracts during the periods presented, $1.2 million from new/acquired business and $0.9 million from expired business.

Management type contracts. Management type contract revenue decreased $111.3 million, or 44.2%, to $140.5 million for the year ended December 31, 2020, compared to $251.8 million for the year ended December 31, 2019.  Existing business decreased by $92.7 million, or 44.8%, primarily due to a decrease in activity for volume based management type contracts as a result of COVID-19, partially offset by $5.6 million of termination fees received related to certain terminated contracts. Revenue from other business decreased by $18.6 million, or 41.5%, primarily due to a decrease of $14.4 million from expired business and $4.8 million from new/acquired business, partially offset by an increase of $0.6 million from locations that converted from lease type contracts during the periods presented.

Aviation segment: Gross Profit

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Lease type contracts. Gross profit decreased $7.5 million, or 91.5%, to $0.7 million for the year ended December 31, 2020, compared to $8.2 million for the year ended December 31, 2019. Gross profit percentage decreased to 8.1% for the year ended December 31, 2020, compared to 26.7% for the year ended December 31, 2019. Gross profit decreased as a result of declines in existing business, locations that converted to management type contracts in the periods presented and new/acquired business, partially offset by increases in expired business. Gross profit for existing business decreased $3.9 million, or 78.0%, primarily due to declines in transient revenue as a result of COVID-19, partially offset by the recognition of certain concessions of $27.1 million, as well as a decrease in variable rent and overall net operating costs.

Management type contracts. Gross profit for management type contracts decreased $26.3 million, or 39.7%, to $39.9 million for the year ended December 31, 2020, compared to $66.2 million for the year ended December 31, 2019. Gross profit percentage increased to 28.4% for the year ended December 31, 2020, compared to 26.3% for the year ended December 31, 2019. Gross profit decreased as a result of declines in existing business, expired business and new/acquired business, partially offset by an increase in locations that converted from lease type contracts in the periods presented. Gross profit for existing business decreased $20.6 million, or 36.8%, primarily due to decreases in activity for volume based management type contracts as a result of COVID-19, partially offset by decreases in overall net operating costs and $5.6 million of termination fees received related to certain terminated contacts.

“Other” segment

"Other" consists of ancillary revenue and costs that are not specifically identifiable to Commercial or Aviation and certain unallocated items, such as and including prior year insurance reserve adjustments/costs and other corporate items. Total service revenue in “Other” decreased $2.9 million, or 27.6%, to $7.6 million for the year ended December 31, 2020, compared to $10.5 million for the year ended December 31, 2019. Gross profit for “Other” decreased $2.9 million, or 14.4%, to $17.2 million for the year ended December 31, 2020, compared to $20.1 million for the year ended December 31, 2019.

2019 Compared to 2018

Consolidated results for the for the years ended December 31, 2020 and 2019, respectively, include the following notable items:

	December 31,				Variance
(millions)	2019		2018		Amount			%
Service revenue (1)	$	934.9	$	775.4	$	159.5			20.6	%
Cost of services (2)		706.8		591.4		115.4			19.5	%
Gross profit		228.1		184.0		44.1			24.0	%
General and administrative expenses		109.0		91.0		18.0			19.8	%
Depreciation and amortization		29.4		17.9		11.5			64.2	%
Operating income		89.7		75.1		14.6			19.4	%
Income tax expense		19.4		19.6		(0.2	)		(1.0	)%

(1) Excludes Reimbursed management type contract revenue

(2) Excludes Reimbursed management type contract expense

Services revenue increased by $159.5 million, or 20.6%, attributable to the following:

• Services revenue for lease type contracts decreased $5.0 million, or 1.2%, primarily driven by a decrease of $26.9 million from expired business, partially offset by an increase of $12.0 million from new/acquired business, $9.7 million from existing business, and $0.2 million from locations that converted from management type contracts during the periods presented. Existing business revenue increased $9.7 million, or 3.0%, primarily due to an increase in fees for transient revenue.

• Services revenue for management type contracts increased $164.5 million, or 45.5%, primarily due to an increase of $185.9 million from new/acquired business, mainly due to the acquisition of Bags, and $0.2 million from locations that converted from lease type contracts during the periods presented,

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partially offset by a decrease of $17.7 million from expired business and $3.9 million from existing business. Existing business revenue decreased $3.9 million, or 1.3%, primarily due to changes in contract terms for certain management type contracts, whereby the contract terms converted from “reverse” management type contracts to management type contracts, which typically have lower management fees from the facility owner but do not require us to pay certain operating costs associated with the facilities operation, partially offset by increased management fees.

Gross profit increased by $44.1 million, or 24.0%, attributable to the following:

• Gross profit for lease type contracts increased $5.7 million, or 15.7%, and gross profit percentage increased to 10.3% for the year ended December 31, 2019, compared to 8.8% for the year ended December 31, 2018. Gross profit increased as a result of increases from existing business, new/acquired business, expired business and locations that converted from management type contracts during the periods presented. Gross profit for existing business increased $2.8 million, or 9.1%, primarily due to increases in transient revenue, partially offset by an increase in compensation, benefits costs and rent expense.

• Gross profit for management type contracts increased $38.4 million, or 26.0%, while gross profit percentage for management type contracts decreased to 35.4% for the year ended December 31, 2019 compared to 40.9% for the year ended December 31, 2018. Gross profit increased as a result of increases from new/acquired business, primarily due to the acquisition of Bags, partially offset by decreases in expired business and existing business. Gross profit for existing business decreased $0.9 million, or 0.7%, primarily due to increases in net operating costs.

General and administrative expenses increased $18.0 million, or 19.8%, for the year ended December 31, 2019, as compared to the year ended December 31, 2019, primarily related to the acquisition of Bags, a one-time $1.7 million cost recovery (reduction of expense) from a vendor partner recognized in 2018 and higher compensation and benefit costs, including costs associated with our performance-based compensation program, partially offset by a reduction in acquisition, restructuring and integration related costs.

Our effective tax rate was 27.3% for the year ended December 31, 2019 compared to 25.8% for the year ended December 31, 2018. The increase in the effective tax rate for the year ended December 31, 2019 reflects the benefit recorded in 2018 related to the U.S. Tax Cuts and Jobs Act of 2017 (the ”2017 Tax Act”).

The following charts summarize our revenues (excluding reimbursed management type contract revenue) and gross profit by segment for years ended December 31, 2019 and 2018.

Commercial segment: Services Revenue

Lease type contracts. Lease type contract revenue decreased $8.9 million, or 2.3%, to $377.3 million for the year ended December 31, 2019, compared to $386.2 million for the year ended December 31, 2018. Revenue from other business decreased by $17.4 million, or 19.7%, primarily due to a decrease of $26.5 million from expired business, partially offset by increases of $8.9 million from new/acquired business and $0.2 million from locations that converted from management type contracts during the periods presented. Existing business revenue increased $8.5 million, or 2.9%, primarily due to an increase in transient revenue.

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Management type contracts. Management type contract revenue increased $15.2 million, or 6.1%, to $264.6 million for the year ended December 31, 2019, compared to $249.4 million for the year ended December 31, 2018. Management type revenue from other business increased by $15.9 million, or 34.9%, primarily due to increases of $35.8 million from new/acquired business, mainly due to the acquisition of Bags, and $0.2 million in locations that converted from lease type contracts during the periods presented, partially offset by a decrease of $20.1 million from expired business. Existing business revenue decreased by $0.7 million, or 3.0%, primarily due to a decrease in volume based management type contracts.

Commercial segment: Gross Profit

Lease type contracts. Gross profit increased $3.7 million, or 14.3%, to $29.5 million for the year ended December 31, 2019, compared to $25.8 million for the year ended December 31, 2018. Gross profit percentage increased to 7.8% for the year ended December 31, 2019, compared to 6.7% for the year ended December 31, 2018. Gross profit increased as a result of increases in existing business, expired business, new/acquired business and locations that converted from management type contracts in the periods presented. Gross profit for existing business increased $1.4 million, or 6.3%, primarily due to increases in transient revenue, partially offset by an increase in compensation and benefits costs, as well as rent expense.

Management type contracts. Gross profit increased $5.8 million, or 5.9%, to $104.1 million for the year ended December 31, 2019, compared to $98.3 million for the year ended December 31, 2018. Gross profit percentage decreased to 39.3% for the year ended December 31, 2019, compared to 39.4% for the year ended December 31, 2018. Gross profit increased as a result of increases in new/acquired business and existing business, partially offset by a decrease in expired business. Gross profit for existing business increased $0.1 million, or 0.1%.

Aviation segment: Services Revenue

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Lease type contracts. Lease type contract revenue increased $3.7 million, or 13.7%, to $30.7 million for the year ended December 31, 2019, compared to $27.0 million for the year ended December 31, 2018. Revenue from other business increased by $2.7 million, or 50.9%, primarily due to an increase of $3.1 million new/acquired business, partially offset by a decrease of $0.4 million from expired business. Existing business revenue increased $1.0 million, or 4.6%, primarily due to an increase in transient revenue.

Management type contracts. Management type contract revenue increased $150.6 million, or 148.8%, to $251.8 million for the year ended December 31, 2019, compared to $101.2 million for the year ended December 31, 2018. Revenue from other business decreased by $152.5 million, or 648.9%, primarily due to increases of $150.1 million from new/acquired business and $2.4 million from expired business.  Existing business decreased $1.9 million, or 2.4%, primarily due to changes in contract terms for certain management type contracts, whereby the contract terms converted from “reverse” management type contracts to management type contracts, which typically have lower management fees from the facility owner but do not require us to pay certain operating costs associated with the facilities operation, partially offset by increased management fees.

Aviation segment: Gross Profit

Lease type contracts. Gross profit increased $0.9 million, or 12.3%, to $8.2 million for the year ended December 31, 2019, compared to $7.3 million for the year ended December 31, 2018. Gross profit percentage decreased to 26.7% for the year ended December 31, 2019, compared to 27.0% for the year ended

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December 31, 2018. Gross profit increased as a result of increases from new/acquired business and existing business, partially offset by a decrease in expired business. Gross profit for existing business increased $0.3 million, or 5.8%, primarily due to increases in transient revenue, partially offset by an increase in compensation and benefits costs, as well as, rent expense.

Management type contracts. Gross profit increased $34.3 million, or 107.5%, to $66.2 million for the year ended December 31, 2019, compared to $31.9 million for the year ended December 31, 2018. Gross profit percentage decreased to 26.3% for the year ended December 31, 2019, compared to 31.5% for the year ended December 31, 2018. Gross profit increased as a result of increases in new/acquired business, primarily due to the acquisition of Bags, expired business and existing business. Gross profit for existing business increased $0.7 million, or 2.6%, primarily due to decreases in net operating costs and increased management fees.

“Other” segment

"Other" consists of ancillary revenue and costs that are not specifically identifiable to Commercial or Aviation and certain unallocated items, such as and including prior year insurance reserve adjustments/costs and other corporate items. Total service revenue in “Other” decreased $1.1 million, or 9.5%, to $10.5 million for the year ended December 31, 2019, compared to $11.6 million for the year ended December 31, 2018. Gross profit for “Other” decreased $0.6 million, or 2.9%, to $20.1 million for the year ended December 31, 2019, compared to $20.7 million for the year ended December 31, 2018.

Analysis of Financial Condition

Liquidity and Capital Resources

General

We continually project anticipated cash requirements for our operating, investing and financing needs, as well as cash flows generated from operating activities available to meet these needs. Our operating needs can include, among other items, commitments for cost of services, operating leases, payroll, insurance claims, interest and legal settlements. Our investing and financing spending can include payments for acquired businesses, joint ventures, capital expenditures, cost of contracts, distributions to noncontrolling interests, share repurchases and payments on our outstanding indebtedness.

As of December 31, 2020, we had $13.9 million of cash and cash equivalents and $190.3 million of borrowing availability under our Senior Credit Facility. COVID-19 and the resulting global disruptions have negatively affected the global economy, as well as our business and the businesses of our customers and clients. The full impact of COVID-19 on our business and the businesses of our customers and clients is unknown and highly unpredictable and could continue beyond the containment of the COVID-19 outbreak. We are taking further actions to improve our liquidity, including, without limitation, reducing operating expenses and capital expenditures and suspending repurchases of our common stock. Based on these actions and our expectations regarding the impact of COVID-19, we believe we will be able to generate sufficient liquidity to satisfy our obligations and remain in compliance with our existing debt covenants for the next twelve months.

Outstanding Indebtedness

As of December 31, 2020, we had total indebtedness of approximately $362.1 million, a decrease of $6.9 million from $369.0 million as of December 31, 2019. The $362.1 million included:

• $330.6 million under our Senior Credit Facility (as defined below); and

• $31.5 million of other debt including finance lease obligations.

Senior Credit Facility

On November 30, 2018, we entered into a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as Administrative Agent, and various other institutions (the “Lenders”), pursuant to which the Lenders made available to us, a senior secured credit facility (the “Senior Credit Facility”). The Senior Credit Facility was further amended during 2020 and 2021. See Item 9B. Other Information for further information.

Under the terms of the Amended Credit Agreement (as defined in Item 9B. Other Information), term loans under the Senior Credit Facility are subject to scheduled quarterly payments of principal in installments equal to 1.25% of the initial aggregate principal amount of such term loan through the first quarter of 2021 and will increase to 1.875% thereafter.

We were in compliance with our debt covenants as of December 31, 2020.

As of December 31, 2020, we had $190.3 million of borrowing availability under the Credit Agreement, of which we could have borrowed $21.6 million on December 31, 2020 and remained in compliance with the above described covenants as of such date. Our borrowing availability under the Amended Credit Agreement is limited only as of our fiscal quarter-end by the covenant restrictions described above. At December 31, 2020, we had $49.0 million letters of credit outstanding under the Senior Credit Facility and borrowings against the Senior Credit Facility aggregated to $333.2 million (excluding debt discount of $0.9 million and deferred financing costs of $1.7 million).

Stock Repurchases

On March 10, 2020, we suspended stock repurchases in order to help improve liquidity in response to the impacts of COVID-19.

In May 2016, our Board of Directors (the “Board”) authorized us to repurchase, on the open market, shares of our outstanding common stock in an amount not to exceed $30.0 million. Under this program, the entire authorized amount was applied to repurchase 988,767 shares of common stock at an average price of $30.30 resulting in completion of the program in August 2019.

In July 2019, the Board authorized us to repurchase, on the open market, shares of our outstanding common stock in an amount not to exceed $50.0 million in aggregate. Under this program,

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we repurchased 393,375 shares of common stock at an average price of $38.78 during the year ended December 31, 2020.  During the year ended December 31, 2019, we repurchased 652,000 shares of common stock at an average price of $38.88 under this program.

In March 2020, the Board authorized a new program to repurchase, on the open market, shares of our outstanding stock in an amount not to exceed $50.0 million in aggregate. We have yet to repurchase shares under this program.

As of December 31, 2020, $59.4 million remained available for repurchase under the July 2019 and March 2020 stock repurchase programs. Purchases of our common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or by other means in accordance with Rules 10b-18 and 10b5-1 under the Securities Exchange Act of 1934 at time and prices considered to be appropriate at our discretion. As noted above, we have currently suspended stock repurchases. The share repurchase program does not obligate us to repurchase any particular amount of common stock, has no fixed termination date and the program may be suspended at any time at our discretion.

Share repurchase activity under the stock repurchase programs for the year ended December 31, 2020 and 2019 was as follows:

(millions, except for share and per share data)	December 31, 2020		December 31, 2019
Total number of shares repurchased		393,975		1,335,584
Average price paid per share	$	38.78	$	35.83
Total value of stock repurchased	$	15.3	$	47.9

The remaining authorized amounts in the aggregate under the July 2019 and March 2020 repurchase programs as of December 31, 2020 was as follows:

(millions)	December 31, 2020
Total authorized repurchase amount	$	100.00
Total value of shares repurchased		40.6
Total remaining authorized repurchase amount	$	59.4

Letters of Credit

We provided letters of credit totaling $14.4 million and $17.2 million to our casualty insurance carriers to collateralize our casualty insurance program as of December 31, 2020 and 2019, respectively.

We provided $34.6 million and $33.0 million in letters of credit to collateralize other obligations as of December 31, 2020 and 2019, respectively.

Interest Rate Collars

In May 2019, we entered into three-year interest rate collar contracts with an aggregate $222.3 million notional amount. The interest rate collars are used to manage interest rate risk associated with variable interest rate borrowings under the Credit Agreement. The interest rate collars establish a range where we will pay the counterparties if the one-month U.S. dollar LIBOR rate falls below the established floor rate, and the counterparties will pay us if the one-month U.S. dollar LIBOR rate exceeds the established ceiling rate of 2.5%. The interest rate collars settle monthly through the termination date of April 2022. No payments or receipts are exchanged on the interest rate collar contracts unless interest rates rise above or fall below the pre-determined ceiling or floor rates. The notional amount amortized consistently with the term loan portion of the Senior Credit Facility under the Credit Agreement prior to the Third Amendment. The interest rate collars were classified as cash flow hedges through May 5, 2020. On May 6, 2020, concurrent with entering into the Third Amendment, we de-designated the three-year interest rate collars. Prior to de-designation, the effective portion of the change in the fair value of the collars was reported in Accumulated other comprehensive loss. Upon de-designation, the balance in Accumulated other comprehensive loss is being reclassified to Other income (expense) in the Consolidated Statements of (Loss) Income on a straight-line basis through April 2022, which is over the remaining life for which the interest rate collars had previously been designated as cash flow hedges. Changes in the fair value of the collars after de-designation are included within Other income (expense) in the Consolidated Statements of (Loss) Income. For the year ended December 31, 2020, $1.6 million of interest was paid related to the interest rate collars.

We do not enter into derivative instruments for any speculative purposes.

Daily Cash Collections

As a result of day-to-day activity at our parking locations, we collect significant amounts of cash. Lease type contract revenue is generally deposited into our local bank accounts, with a portion remitted to our clients in the form of rental payments according to the terms of the leases. Under management type contracts, clients may require us to deposit the daily receipts into one of our local bank accounts, with the cash in excess of our operating expenses and management fees remitted to the clients at negotiated intervals. Other clients may require us to deposit the daily receipts into client designated bank accounts and the clients then reimburse us for operating expenses and pay our management fee subsequent to month-end, or may require segregated bank accounts for the receipts and disbursements at locations. Our working capital and liquidity may be adversely affected if a significant number of our clients require us to deposit all parking revenues into their respective accounts.

Our liquidity also fluctuates on an intra-month and intra-year basis depending on the contract mix and timing of significant cash payments. Additionally, our ability to utilize cash deposited into our local accounts is dependent upon the availability and movement of that cash into our corporate accounts. For all these reasons, from time to time, we carry a significant cash balance, while also utilizing our Senior Credit Facility.

Cash and Cash Equivalents

We had cash and cash equivalents of $13.9 million and $24.1 million at December 31, 2020 and 2019, respectively. The cash balances reflect our ability to utilize funds deposited into our bank accounts. Availability, timing of deposits and the subsequent movement of cash into our corporate bank accounts may result in significant changes to our cash balances.

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Summary of Cash Flows

Our primary sources of liquidity are cash flows from operating activities and availability under our Senior Credit Facility. Our cash flows for the years ended December 31, 2020, 2019 and 2018 were as follows:

	Years ended December 31,
(millions)	2020			2019			2018
Net cash provided by operating activities	$	40.2		$	76.0		$	70.9
Net cash used in by investing activities	$	(11.5	)	$	(12.5	)	$	(268.4	)
Net cash (used in) provided by financing activities	$	(39.0	)	$	(79.4	)	$	215.2

Operating Activities

Net cash provided by operating activities decreased $35.8 million to $40.2 million during the year ended December 31, 2020 from $76.0 million during the year ended December 31, 2019. The decrease in net cash provided by operating activities primarily resulted from the impacts of COVID-19, partially offset by lower cash taxes and favorable working capital management.

Net cash provided by operating activities increased $5.1 million to $76.0 million during the year ended December 31, 2019 from $70.9 million during the year ended December 31, 2018. The increase in net cash provided by operating activities primarily resulted from increased revenue, partially offset by higher cash interest.

Investing Activities

Net cash used in investing activities was $11.5 million during the year ended December 31, 2020, a decrease of $1.0 million from $12.5 million during the year ended December 31, 2019. Cash used to purchase leasehold improvements, equipment and cost of contracts was $11.0 million during the year ended December 31, 2020 as compared to $12.8 million during the year ended December 31, 2019. During the year ended December 31, 2020, we sold investments and equipment for $1.2 million and bought out a minority partner for $1.7 million as part of our decision to convert our agreement with the Bradley International Airport to a standard management type agreement.

Net cash used in investing activities was $12.5 million during the year ended December 31, 2019, a decrease of $255.9 million from $268.4 million during the year ended December 31, 2018. Cash used in investing activities during the year ended December 31, 2018 included $277.9 million used for the acquisition of Bags and $19.3 million in proceeds received from the sale of an equity method investee’s sale of assets. Cash used to purchase leasehold improvements, equipment and cost of contracts was $12.8 million during the year ended December 31, 2019 as compared to $10.0 million during the year ended December 31, 2018.

Financing Activities

Net cash used in financing activities was $39.0 million during the year ended December 31, 2020, a decrease of $40.4 million from $79.4 million during the year ended December 31, 2019. The decrease was primarily due to lower repurchases of common stock and lower net payments on the Senior Credit Facility.

Net cash used in financing activities was $79.4 million during the year ended December 31, 2019, as compared to net cash provided by financing activities of $215.2 million during the year ended December 31, 2018. Net cash provided by financing activities during the year ended December 31, 2019 included net proceeds from the Senior Credit Facility of $222.2 million, which was primarily used for the acquisition of Bags. Cash used in financing activities for the year ended December 31, 2019 included $47.6 million for the repurchase of our common stock and net payments on the Senior Credit Facility of $26.3.

Summary Disclosures about Contractual Obligations and Commercial Commitments

The following table summarizes certain of our contractual obligations at December 31, 2020 and the effect such obligations are expected to have on our liquidity and cash flow in future periods. The nature of our business is to manage parking facilities and as a result, we do not have significant short-term purchase obligations.

	Payments Due by Period
									2026 and
(millions)	Total		2021		2022 - 2023		2024 - 2025		thereafter
Contractual obligations
Operating leases (1)	$	374.4	$	94.7	$	139.1	$	71.3	$	69.3
Finance leases		31.7		8.8		12.8		5.1		5.0
Service concession arrangements (2)		118.0		51.3		48.4		15.1		3.2
Total contractual obligations	$	524.1	$	154.8	$	200.3	$	91.5	$	77.5

(1) Represents minimum rental commitments, excluding (i) contingent rent provisions under all non-cancelable leases; and (ii) sublease income of $3.8 million.

(2) Represents lease type contracts that meet the definition of service concession arrangements under Topic 853.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the Consolidated Financial Statements and accompanying notes. The SEC has defined a company's critical accounting policies and estimates as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We base these estimates and judgments on historic experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Certain accounting estimates are particularly sensitive because of their complexity and the possibility that future events affecting them may differ materially from our current judgments and estimates.

This listing of critical accounting policies is not intended to be a comprehensive list of all of our accounting policies. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results, which are included in Note 1. Significant Accounting Policies and Practices of the notes to the Consolidated Financial Statements included in Part IV, Item 15. "Exhibits and Financial Statement Schedules."

Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price paid over the fair value of net assets acquired. In accordance with the Financial Accounting Standards Board's ("FASB") authoritative accounting guidance on goodwill, we evaluate goodwill for impairment on an annual basis, or more often if events or circumstances change that could cause goodwill to become impaired. We have elected to assess the impairment of goodwill annually on October 1 or at an interim date if there is an event or change in circumstances indicating the carrying value may not be recoverable. The goodwill impairment test is performed at the reporting unit level; the Company's reporting units represent its operating segments, consisting of Commercial and Aviation. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the use of acquired assets or its business strategy, and significant negative industry or economic trends.

We may perform a qualitative, rather than quantitative, assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. As of January 1, 2020, we adopted Accounting Standards Update (“ASU”) 2017-04, which eliminated the two step approach from the current goodwill impairment test and allows impairment to be calculated based on the quantitative assessment. The determination of fair value of a reporting unit utilizes cash flow projections that assume certain future revenue and cost levels, comparable marketplace data, assumed discount rates based upon current market conditions and other valuation factors, all of which involve the use of significant judgement and estimates. We also assess critical areas that may impact our business including economic conditions, market related exposures, competition, changes in service offerings and changes in key personnel.

Other intangible assets with finite lives are amortized over their estimated useful lives. We evaluate the remaining useful life of other intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to their remaining useful lives. In addition, other intangible assets are reviewed for impairment when circumstances change that would indicate the carrying value may not be recoverable. Assumptions and estimates about future values and remaining useful lives of intangibles are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors, such as changes in our business strategy and internal forecasts. Although management believes the historical assumptions and estimates are reasonable and appropriate, different assumptions and estimates could materially impact our reported financial results.

Long-Lived Assets

We evaluate long-lived assets, including ROU assets, leasehold improvements, equipment and construction in progress, for impairment whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. We group assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Events or circumstances that would result in an impairment review include a significant change in the use of an asset, the planned sale or disposal of an asset, or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset group. If it is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds its fair value.

Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets and could result in an impairment charge.

Insurance Reserves

We purchase comprehensive casualty insurance covering certain claims that arise in connection with our operations. In addition, we purchase umbrella/excess liability coverage. Under the various liability and workers' compensation insurance policies, we are obligated to pay directly or reimburse the insurance carrier for the deductible / retention amount of each loss covered by our general / garage liability, automobile, workers' compensation and garage keepers legal liability policies. As a result, we are in effect, self-insured for all claims within the deductible / retention amount of each loss. Any loss over the deductible / retention is the responsibility of the third-party insurer. We apply the provisions as defined in the guidance related to accounting for contingencies, in determining the timing and amount of expense recognition associated with claims against us. The expense recognition is based upon our determination of an unfavorable outcome of a claim being deemed as probable and capable of being reasonably estimated, as defined in the guidance related to accounting for contingencies. This determination requires the use of judgment in both the estimation of probability and the amount to be recognized as an expense. We utilize historical claims experience and exposures specific to each type of insurance, along with actuarial methods performed quarterly by a third party actuarial adviser in determining the required level of insurance reserves. As of December 31, 2020, the insurance reserve for general, garage, automobile and workers’ compensation liabilities was recorded in Accrued and other current liabilities and Other noncurrent liabilities in the Consolidated Balance Sheets for short term and long term balances, respectively. Future information regarding historical loss experience may require changes to the level of insurance reserves and could result in increased expense recognition in the future.

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Allowance for Doubtful Accounts

We report accounts receivable, net of an allowance for doubtful accounts, to represent our estimate of the amount that ultimately will be realized in cash. In determining the adequacy of the allowance for doubtful accounts, we primarily use the review of specific accounts but also use historical collection trends and aging of receivables and make adjustments in the allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing receivable balances or future allowance considerations.

Income Taxes

Income tax expense involves management judgment as to the ultimate resolution of any tax issues. Historically, our assessments of the ultimate resolution of tax issues have been reasonably accurate. The current open issues are not dissimilar from historical items.

Deferred income taxes are computed using the asset and liability method, such that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between US GAAP amounts and the tax basis of existing assets and liabilities based on currently enacted tax laws and tax rates in effect for the periods in which these temporary differences are expected to reverse or be settled. Income tax expense is the tax payable for the period plus the change during the period in deferred income taxes. We have certain state net operating loss carry forwards which expire in 2040. We consider a number of factors in our assessment of the recoverability of our net operating loss carryforwards including their expiration dates, the limitations imposed due to the change in ownership, as well as future projections of income. Future changes in our operating performance, along with these considerations, may significantly impact the amount of net operating losses ultimately recovered, and our assessment of their recoverability.

When evaluating our tax positions, we account for uncertainty in income taxes in our Consolidated Financial Statements. The evaluation of a tax position is a two-step process, the first step being recognition. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon tax examination, including resolution of any related appeals or litigation processes, based on only the technical merits of the position and the weight of available evidence. If a tax position does not meet the more-likely-than-not threshold, which is more than 50% likely of being realized, the benefit of that position is not recognized in our financial statements. The second step is measurement of the tax benefit. The tax position is measured as the largest amount of benefit that is more-likely-than-not of being realized, which is more than 50% likely of being realized upon ultimate resolution with a taxing authority.

Legal and Other Contingencies

We are subject to claims and litigation in the normal course of our business. The outcomes of claims and legal proceedings brought against us and other loss contingencies are subject to uncertainty. We accrue a charge when we determine that it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, we record the lowest amount in the estimated range of loss and disclose the estimated range. We do not record liabilities for reasonably possible loss contingencies, but do disclose a range of reasonably possible losses if they are material and we are able to estimate such a range. If we cannot provide a range of reasonably possible losses, we explain the factors that prevent us from determining such a range. In addition, we accrue for the authoritative judgments or assertions made against us by government agencies at the time of their rendering regardless of our intent to appeal. We regularly evaluate current information available to us to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss involves significant estimation and judgment.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rates

Our primary market risk exposure consists of risk related to changes in interest rates. We use the variable rate Senior Credit Facility to finance our operations. This Senior Credit Facility exposes us to variability in interest payments due to changes in interest rates. If interest rates increase, interest expense increases and conversely, if interest rates decrease, interest expense also decreases. We believe that it is prudent to limit our exposure to an increase in interest rates. See Note 13. Borrowing Arrangements to our Consolidated Financial Statements for further discussion.

If we were to borrow the entire $190.3 million available under the revolving credit facility, a one percent increase in the average market rate would result in an increase in our annual interest expense of $1.9 million. This amount is determined by considering the impact of the hypothetical interest rates on our borrowing cost, but does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Due to the uncertainty of the specific changes and their possible effects, the foregoing sensitivity analysis assumes no changes in our financial structure.

Interest Rate Collars

See Item 7 of Part II of this Annual Report on Form 10-K concerning Liquidity and Capital Resources for further discussion regarding our interest rate collars.

Foreign Currency Risk

Substantially all of our operations are conducted in the United States and, as such, are not subject to material foreign currency exchange risk. All foreign investments are denominated in U.S. dollars, with the exception of Canada. We had approximately $0.5 million of Canadian dollar denominated cash instruments at December 31, 2020, and no debt instruments denominated in Canadian dollar at December 31, 2020. We do not hold any hedging instruments related to foreign currency transactions.

We monitor foreign currency positions and may enter into certain hedging instruments in the future should we determine that exposure to foreign exchange risk has increased.

Item 8. Financial Statements and Supplementary Data

The Consolidated Financial Statements and related notes and schedules required by this item are incorporated into this Form 10-K and set forth in Part IV, Item 15. "Exhibits and Financial Statement Schedules" herein.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Prior to the filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (the "Evaluation") as of the last day of the period covered by this Form 10-K.

Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based upon the Evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2020, our disclosure controls and procedures were effective to promote reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time frames specified in the SEC's rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Inherent Limitations of the Effectiveness of Internal Control

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles ("GAAP"). Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company's receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of our published financial statements.

Prior to the filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, our management assessed the effectiveness of our internal control over financial reporting as of the last day of the period covered by the report. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control—Integrated Framework (2017 Framework). Based on our Evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

Ernst & Young LLP has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and, as part of its audit, has issued an attestation report, included herein, on the effectiveness of our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2020, that were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information

Senior Credit Facility

On February 16, 2021 (the “Fourth Amendment Effective Date”), we entered into a fourth amendment (the “Fourth Amendment”) to our credit agreement (as amended prior to the Fourth Amendment Effective Date (as defined below), the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as Administrative Agent, swing-line lender and a letter of credit issuer; Wells Fargo Bank, N.A., as syndication agent; BMO Harris Bank N.A., JPMorgan Chase Bank, N.A., KeyBank National Association and U.S. Bank National Association, as co-documentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners; and the lenders party thereto (the “Lenders”), pursuant to which the Lenders have made available to us a senior secured credit facility (the “Senior Credit Facility”). Prior to the Fourth Amendment Effective Date and pursuant to the third amendment (the “Third Amendment”) to our credit agreement, which was entered into on May 6, 2020, the Senior Credit Facility permitted aggregate borrowings of $595.0 million consisting of (i) a revolving credit facility of up to $370.0 million at any time outstanding, which includes a letter of credit facility that is limited to

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$100.0 million at any time outstanding, and (ii) a term loan facility of $225.0 million (the entire principal amount of which we drew on November 30, 2018). Pursuant to the Credit Agreement as amended by the Fourth Amendment (the “Amended Credit Agreement”), the aggregate commitments under the revolving credit facility decreased by $45.0 million to $325.0 million.

Borrowings under the Senior Credit Facility bear interest, at our option, at a rate per annum based on our consolidated total debt to EBITDA ratio for the 12-month period ending as of the last day of the immediately preceding fiscal quarter, determined in accordance with (i) the applicable pricing levels set forth in the Credit Agreement (the “Applicable Margin”) for London Interbank Offered Rate (“LIBOR”) loans, subject to a “floor” on LIBOR of 1.00%, or a comparable or successor rate to LIBOR approved by Bank of America, plus the applicable LIBOR rate, or (ii) the Applicable Margin for base rate loans plus the highest of (x) the federal funds rate plus 0.5%, (y) the Bank of America prime rate and (z) a daily rate equal to the applicable LIBOR rate plus 1.0%, except that the Third Amendment provided that, for the period from May 6, 2020 until the date on which we deliver a compliance certificate for the fiscal quarter ending June 30, 2021, (i) the interest rate applicable to both the term loan and revolving credit facilities was fixed at LIBOR plus 2.75% per annum and (ii) the per annum rate applicable to unused revolving credit facility commitments was fixed at 0.375% (the “Fixed Margin Rates”). Pursuant to the Fourth Amendment, the application of the Fixed Margin Rates was extended until the date on which we deliver a compliance certificate for the fiscal quarter ending June 30, 2022.

Also pursuant to the Fourth Amendment, (a) we are subject to a liquidity test that requires us to have liquidity of at least $40.0 million at each of March 31, 2021 and June 30, 2021, (b) we are subject to a requirement that, at any time cash on hand exceeds $40.0 million for a period of three consecutive business days, we must repay revolving loans in an amount equal to such excess. Certain other negative and financial covenants were amended, which included restrictions on certain Investments, Permitted Acquisitions, Restricted Payments and Prepayments of Subordinated Debt (each as defined in the Amended Credit Agreement and described in the Fourth Amendment), through the delivery of the compliance certificate for the fiscal quarters ending March 31, 2022 or June 30, 2022, as applicable.

Prior to the Fourth Amendment Effective Date, we were required to maintain a maximum consolidated total debt to EBITDA ratio of between 5.50:1.0 and 3.50:1.0 (with such ratio being waived for the fiscal quarter ended June 30, 2020 and with certain step-ups and step-downs described in, and as calculated in accordance with, the Credit Agreement that were amended under the Fourth Amendment). In addition, we were required to maintain a minimum consolidated fixed charge coverage ratio of not less than 3.50:1.0 (with certain step-ups and step-downs described in the Credit Agreement that were amended under the Fourth Amendment). Under the terms of the Fourth Amendment, the maximum consolidated debt to EBITDA ratio will be waived for the quarters ending March 31, 2021 and June 30, 2021. As of December 31, 2020, the maximum total debt to EBITDA ratio required us to maintain a maximum ratio (as calculated in accordance with the Amended Credit Agreement) of not greater than 4.75:1.0. Starting with the quarter ending September 30, 2021, we will be required to maintain a maximum consolidated total debt to EBITDA ratio (as calculated in accordance with the Fourth Amendment) of not greater than 5.25:1.0 (with certain step-downs described in the Amended Credit Agreement). As of December 31, 2020, we were required to maintain a minimum consolidated fixed coverage ratio of not less than 2.50:1.0 (as calculated in accordance with the Amended Credit Agreement). Beginning with the quarter ending March 31, 2021, we will be required to maintain a minimum consolidated fixed coverage ratio of not less than 1.60:1:0 (with certain step-ups and step-downs described in the Amended Credit Agreement). On March 31, 2021 and June 30, 2021 only, we must maintain $40.0 million of Minimum Liquidity (as described in the Amended Credit Agreement).

We incurred approximately $1.2 million for fees and other customary closing costs in connection with the Amended Credit Agreement.

The forgoing description of the Fourth Amendment is not complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is filed as Exhibit 10.1.4 hereto.

36

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information required by this item with respect to our directors and compliance by our directors, executive officers and certain beneficial owners of our common stock with Section 16(a) of the Exchange Act is incorporated by reference to all information under the captions entitled "Board Matters—Nominees for Director," "Board Matters—Nomination Process," "Our Corporate Governance Practices—Codes of Conduct and Ethics," "Board Committees and Meetings," "Executive Officers" and "Delinquent Section 16(a) Reports" (if any) included in our 2021 Proxy Statement.

We have adopted a code of ethics as part of our compliance program. The code of ethics applies to our Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) and Corporate Controller (Principal Accounting Officer). In addition, we have adopted a code of business conduct that applies to all of our officers and employees. Any amendments to, or waivers from, our code of ethics will be posted on our website www.spplus.com. A copy of these codes of conduct and ethics will be provided to you without charge upon request to investor_relations@spplus.com.

Item 11. Executive Compensation

Information required by this item is incorporated by reference to all information under the caption entitled "Board Committees and Meetings-Committees of the Board-Compensation Committee-Compensation Committee Interlocks and Insider Participation," "Compensation Discussion and Analysis," "Compensation Committee Report," "Executive Compensation," and "Non-Employee Director Compensation" included in our 2021 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by this item is incorporated by reference to all information under the caption entitled "Equity Compensation Plan Information" and "Security Ownership" included in our 2021 Proxy Statement.

Item 13.Certain Relationships and Related Transactions and Director Independence

Information required by this item is incorporated by reference to all information under the caption "Board Matters—Nomination Process—Board Designees," "Our Corporate Governance Practices—Director Independence," "Our Corporate Governance Practices—Related-Party Transaction Policy," and "Transactions with Related Persons and Control Persons" included in our 2021 Proxy Statement.

Item 14. Principal Accountant Fees and Services

Information required by this item is incorporated by reference to all information under the caption "Audit Committee Disclosure—Principal Accounting Fees and Services," and "Audit Committee Disclosure—Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm" included in our 2021 Proxy Statement.

37

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report

1. All Financial Statements

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	42
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting	44
Audited Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2020 and 2019	45
For the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of (Loss) Income	46
Consolidated Statements of Comprehensive (Loss) Income	47
Consolidated Statements of Stockholders' Equity	48
Consolidated Statements of Cash Flows	49
Notes to Consolidated Financial Statements	50

2. Financial Statement Schedule

Schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements or notes thereto.

3. Exhibits

		Incorporated by Reference
Exhibit Number	Description	Form	Exhibit	Filing Date/Period End Date
2.1	Stock Purchase Agreement dated as of October 16, 2018, by and among Craig Mateer, ZWB Holdings, Inc., Rynn's Luggage Corporation and the Company. The schedules and exhibits to the Stock Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K but will be provided supplementally to the Securities and Exchange Commission upon request.	8-K	2.1	October 17, 2018
3.1	Second Amended and Restated Certificate of Incorporation of the Company filed on June 2, 2004.	10-K	3.1	December 31, 2008
3.1.1	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective as of January 7, 2008.	10-K	3.1.1	December 31, 2008
3.1.2	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective as of April 29, 2010.	10-Q	3.1.3	June 30, 2010
3.1.3	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective as of May 6, 2010.	10-Q	3.1.4	June 30, 2010
3.1.4	Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on November 25, 2013, effective as of December 2, 2013.	8-K	3.1	December 2, 2013
3.2	Fourth Amended and Restated Bylaws of the Company dated January 1, 2010.	10-Q	3.1	September 30, 2016
3.2.1	Amendment to Fourth Amended and Restated Bylaws of the Company dated February 19, 2016.	10-Q	3.1.1	September 30, 2016
3.2.2	Amendment to Fourth Amended and Restated Bylaws of the Company dated August 5, 2016.	10-Q	3.1.2	September 30, 2016
4.1	Specimen common stock certificate.	10-K	4.1	December 31, 2015
4.2*	Description of the Securities of the Registrant
10.1	Credit Agreement, dated as of November 30, 2018, by and among the Company, as the borrower; certain subsidiaries of the Company, as guarantors; Bank of America, N.A., as administrative agent, swing-line lender and a letter of credit issuer; Wells Fargo Bank, N.A., as syndication agent; BMO Harris Bank N.A., JPMorgan Chase Bank, N.A., KeyBank National Association, and U.S. Bank National Association, as co-documentation agents;  Merrill  Lynch,  Pierce,  Fenner  &  Smith  Incorporated,  and  Wells  Fargo Securities LLC, as joint lead arrangers and joint bookrunners, and the lenders party thereto.	8-K	10.1	November 30, 2018
10.1.1	First Amendment to Credit Agreement, dated as of February 4, 2019, entered into among the Company, the Guarantors and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.	10-K	10.1.1	February 27, 2019
10.1.2	Second Amendment to Credit Agreement, dated as of October 30, 2019, by and among the Company, as the borrower; certain subsidiaries of the Company, as guarantors; Bank of America, N.A., as administrative agent, swing-line lender and a letter of credit issuer; Wells Fargo Bank, N.A., as syndication agent; BMO Harris Bank N.A., JPMorgan Chase Bank, N.A., KeyBank National Association, and U.S. Bank National Association, as co-documentation agents.	10-Q	10.1	October 31, 2019

38

10.1.3	Third Amendment to Credit Agreement, dated as of May 6, 2020, by and among the Company, as the borrower; certain subsidiaries of the Company, as guarantors; Bank of America, N.A., as Administrative Agent, Swingline Lender and a letter of credit issuer; Wells Fargo Bank, N.A., as syndication agent; BMO Harris Bank, N.A., JPMorgan Chase Bank, N.A., KeyBank National Association, and U.S. Bank National Association, as co-documentation agents.	10-Q	10.1	May 11, 2020
10.1.4*	Fourth Amendment to Credit Agreement, dated as of February 16, 2021, by and among the Company, as the borrower; certain subsidiaries of the Company, as guarantors; Bank of America, N.A., as administrative agent, Swingline Lender and a letter of credit issuer; Wells Fargo Bank, N.A., as syndication agent; BMO Harris Bank, N.A., JPMorgan Chase Bank, N.A., KeyBank National Association, and U.S. Bank National Association, as co-documentation agents.	10-K	10.1.4	February 22, 2021
10.3+	Amended and Restated Executive Employment Agreement dated as of December 1, 2002 between the Company and John Ricchiuto.	10-K	10.22.2	December 31, 2012
10.3.1+	First Amendment to Amended and Restated Executive Employment Agreement dated as of April 11, 2005, between the Company and John Ricchiuto.	8-K	10.3	March 7, 2005
10.3.2 +	Second Amendment to Employment Agreement dated as of December 28, 2008 between the Company and John Ricchiuto.	10-K	10.10.2	December 31, 2012
10.3.3+	Third Amendment to Employment Agreement dated as of April 2, 2012 between the Company and John Ricchiuto.	10-Q	10.8	June 30, 2012
10.4+	Amended and Restated Employment Agreement by and between SP Plus Corporation and G Marc Baumann effective as of June 1, 2019.	10-Q	10.1	August 1, 2019
10.5*+	Executive Employment Agreement by and between Baggage Airline Guest Services, Inc., and Robert Miles	10-K	10.5	February 22, 2021
10.6+	Executive Employment Agreement dated as of September 10, 2012 and made effective as of October 2, 2012 between the Company and Rob Toy.	10-Q	10.9	September 30, 2012
10.6.1+	First Amendment to Employment Agreement dated as of November 17, 2014 and made effective as of January 1, 2015 between the Company and Rob Toy.	10-K	10.7.1	December 31, 2017
10.6.2+	Second Amendment to Employment Agreement dated February 15, 2017 between the Company and Rob Toy.	10-K	10.12.1	December 31, 2016
10.7+	Amended and Restated Executive Employment Agreement between SP Plus Corporation and Kristopher H. Roy dated as of September 1, 2019	8-K/A	10.1	September 27, 2019
10.8+	SP Plus Corporation Second Amended and Restated Long-Term Incentive Plan, dated as of February 11, 2019.	10-K	10.8	February 27, 2019
10.9+	Form of Performance Share Agreement between the Company and Recipient.	10-K	4.1	December 31, 2015
10.10+	Form of the Company's Restricted Stock Unit Agreement dated as of July 1, 2008.	8-K	10.1	July 2, 2008
10.10.1+	First Amendment to Form of the Company's Restricted Stock Unit Agreement.	8-K	10.1	August 6, 2009
10.10.2+	Second Amendment to Form of the Company's Restricted Stock Unit Agreement dated May 27, 2011.	8-K	10.1	June 2, 2011
10.10.3	Third Amendment to Form of the Company's Restricted Stock Unit Agreement dated March 2, 2017.	10-Q	10.1	May 6, 2019
10.11	Office Lease dated as of October 31, 2012 between the Company and Piedmont—Chicago Center Owner, LLC.	10-K	10.23	December 31, 2013
10.12	Office Lease dated as of October 17, 2013 between the Company and Riverview Business Center I & II, LLC.	10-K	10.24	December 31, 2013
10.13	Form of Property Management Agreement.	10-K	10.30	December 31, 2005
10.14	Guaranty Agreement of APCOA/Standard Parking, Inc. dated as of March 2000 to and for the benefit of the State of Connecticut, Department of Transportation.	10-K	10.27	December 31, 2008
10.15	Construction, Financing and Operating Special Facility Lease Agreement dated as of March 2000 between the State of Connecticut Department of Transportation and APCOA Bradley Parking Company, LLC.	10-K	10.28	December 31, 2008
10.16	Trust Indenture dated March 1, 2000 between State of Connecticut and First Union National Bank as Trustee.	10-K	10.29	December 31, 2008

39

21*	Subsidiaries of the Company.
23*	Consent of Independent Registered Public Accounting Firm dated as of February 22, 2021.
31.1*	Section 302 Certification dated February 22, 2021 for G Marc Baumann, Director, President and Chief Executive Officer (Principal Executive Officer).
31.2*	Section 302 Certification dated February 22, 2021 for Kristopher H. Roy, Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer).
32**	Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 22, 2021.
101.INS *	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH *	Inline XBRL Taxonomy Extension Schema.
101.CAL *	Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF *	Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB *	Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE *	Inline XBRL Taxonomy Extension Presentation Linkbase.
104	Cover Page Interactive Data File (embedded within Inline XBRL document).

* Filed herewith.

** Furnished herewith.

+ Management contract or compensation plan, contract or agreement.

Item 16. Form 10-K Summary

None.

40

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SP PLUS CORPORATION
Date: February 22, 2021	By:	/s/ KRISTOPHER H. ROY
		Kristopher H. Roy
		Chief Financial Officer
		(Principal Financial Officer, Principal Accounting
		Officer and Duly Authorized Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ G MARC BAUMANN	Director, President and Chief Executive Officer ( Principal Executive Officer)	February 22, 2021
G Marc Baumann
/s/ KAREN M. GARRISON	Director and Non-Executive Chairman	February 22, 2021
Karen M. Garrison
/s/ ALICE M. PETERSON	Director	February 22, 2021
Alice M. Peterson
/s/ GREGORY A. REID	Director	February 22, 2021
Gregory A. Reid
/s/ WYMAN T. ROBERTS	Director	February 22, 2021
Wyman T. Roberts
/s/ DOUGLAS R. WAGGONER	Director	February 22, 2021
Douglas R. Waggoner
/s/ KRISTOPHER H. ROY	Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer and Duly Authorize Officer)	February 22, 2021
Kristopher H. Roy

41

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of SP Plus Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of SP Plus Corporation (the Company) as of December 31, 2020 and 2019, the related consolidated statements of (loss) income, comprehensive (loss) income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

	Goodwill impairment
Description of the Matter	As described in Notes 1 and 11 to the consolidated financial statements, the Company recorded impairment charges on the goodwill within the Aviation reporting unit. The termination of certain Aviation contracts and the impacts of COVID-19 caused a decline in the Company's expected future operating cash flow and resulted in impairment triggers.  As a result of these changes, the Company evaluated goodwill in its Aviation reporting unit for recoverability and determined that the goodwill was impaired. The Company recognized a $59.5 million impairment charge during 2020.   Auditing management’s goodwill impairment assessment was complex and highly judgmental due to the significant estimation required to determine the fair value of the reporting unit. In particular, the fair value estimate was based on significant assumptions, including revenue, cost of services and the discount rate, which are affected by expectations about future market or economic conditions.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above and identification of reporting units. To test the estimated fair value of the Company’s reporting unit, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We involved our valuation specialists to assist in evaluating the Company’s valuation models and the reasonableness of the significant assumptions described above. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether any changes to the Company’s business model, customer base and other factors would affect the significant assumptions. We assessed the historical accuracy of management’s estimates and reviewed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. In addition, we tested management’s reconciliation of the fair value of the Company’s reporting units to the overall market capitalization of the Company.
	Long-lived Assets Impairment
Description of the Matter	As described in Note 1, 2, 10 and 12 to the consolidated financial statements, during 2020 the Company recorded impairment charges relating to long-lived assets. The termination of certain contracts and the impact of COVID-19 caused a decline in the Company's expected future operating cash flows and resulted in impairment triggers for certain asset groups.  The Company’s tests of recoverability and fair value measurements for the asset groups resulted in impairment charges of $98.7 million and $75.8 million relating to right-of-use assets in the Commercial segment and intangible assets in the Aviation segment, respectively.   Auditing the Company's measurement of impairment involved a high degree of subjectivity as estimates underlying the determination of fair values were based on assumptions about future economic conditions. Significant assumptions used in the Company’s fair value estimates included projected future revenues, costs of services and the discount rates.

42

How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's processes to determine its asset groups, the fair value of the related assets and calculation of the long-lived asset impairment charges. This included controls over management's cash flow models and review of the significant assumptions as described above. To test the estimated fair value of the Company’s long-lived assets, we performed audit procedures that included, among other procedures, assessing methodologies and testing the significant assumptions and the underlying data used by the Company in its analyses.  We involved our valuation specialists to assist in evaluating the Company’s valuation models and the reasonableness of the significant assumptions.  We compared the significant assumptions used by management to current industry and economic trends and evaluated whether any changes to the Company’s business model, customer base and other factors would affect the significant assumptions.  For example, we compared the significant assumptions used to estimate cash flows to current industry and economic trends, performed a sensitivity analyses of the significant assumptions to evaluate the change in the fair value estimate that would result from changes in the assumptions and recalculated management's estimate.
	Valuation of insurance reserves incurred but not reported
Description of the Matter	As discussed in Note 1 to the consolidated financial statements, the Company purchases comprehensive liability insurance covering certain claims that occur in its operations, including coverage for general, garage and automobile liabilities. In addition, the Company purchases workers' compensation insurance coverage for all eligible employees and umbrella/excess liability insurance coverage. Under these various insurance policies, the Company is effectively self-insured for all claims up to the deductible / retention amount of each loss. Any loss over the deductible / retention is the responsibility of the third-party insurer. The Company’s insurance reserves for claims that have been incurred but not reported (IBNR) are based upon historical claims experience and actuarial methods performed quarterly by a third-party actuarial advisor. As of December 31, 2020, the insurance reserve for general, garage, automobile and workers’ compensation liabilities are recorded in Accrued and other current liabilities and Other noncurrent liabilities in the Consolidated Balance Sheets for the short term and long-term portions, respectively.   Auditing management's estimate of insurance reserves involved a high degree of subjectivity because the estimate was sensitive to changes in assumptions, including assumptions for IBNR claims which includes estimating reporting and payment patterns for losses and the count of IBNR claims, as well as expected loss rates.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s IBNR process, including controls over management’s review of the significant assumptions described above. To test the insurance reserves, we performed audit procedures over the completeness and accuracy of the underlying claims data provided to management’s third-party actuarial advisers, which is the basis used to estimate total ultimate dollar value of claims and the expected amount of IBNR claims.  Furthermore, we involved our actuarial specialist to assist in our evaluation of the methodologies and assumptions applied by management’s third-party actuarial advisers in determining the actuarially determined reserve. We compared the Company’s recorded reserves to a range which our actuarial specialist developed based on independently selected assumptions.  We also reconciled management’s third-party actuarial advisers’ report to the Company’s insurance liability reserve per the general ledger.

/s/ ERNST & YOUNG LLP

We have served as the Company’s auditor since 1989.

Chicago, Illinois

February 22, 2021

43

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of SP Plus Corporation

Opinion on Internal Control Over Financial Reporting

We have audited SP Plus Corporation’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, SP Plus Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of (loss) income, comprehensive (loss) income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 22, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ ERNST & YOUNG LLP

Chicago, Illinois

February 22, 2021

44

SP Plus Corporation

Consolidated Balance Sheets

	December 31,
(millions, except for share and per share data)	2020			2019
Assets
Cash and cash equivalents	$	13.9		$	24.1
Notes and accounts receivable, net		111.2			162.3
Prepaid expenses and other current assets		26.8			24.7
Total current assets		151.9			211.1
Leasehold improvements, equipment and construction in progress, net		53.3			47.9
Right-of-use assets		235.1			431.7
Goodwill		526.6			586.0
Other intangible assets, net		63.1			152.2
Equity investments in unconsolidated entities		10.1			10.2
Deferred taxes		63.8			10.6
Other noncurrent assets, net	33.8			29.9
Total noncurrent assets		985.8			1,268.5
Total assets	$	1,137.7		$	1,479.6
Liabilities and stockholders' equity
Accounts payable	$	97.8		$	115.3
Accrued and other current liabilities		112.7			121.4
Short-term lease liabilities		82.1			115.2
Current portion of long-term obligations under Senior Credit Facility and other long-term borrowings		25.0			17.9
Total current liabilities		317.6			369.8
Long-term borrowings, excluding current portion	337.1				351.1
Long-term lease liabilities		243.4			327.7
Other noncurrent liabilities		58.2			57.1
Total noncurrent liabilities		638.7			735.9
Total liabilities	$	956.3		$	1,105.7
Stockholders' equity
Preferred Stock, par value $0.01 per share; 5,000,000 shares authorized as of December 31, 2020 and 2019, respectively; no shares issued or outstanding	$	—		$	—
Common stock, par value $0.001 per share; 50,000,000 shares authorized as of December 31, 2020 and 2019; 25,123,128 and 23,088,386 shares issued and outstanding as of December 31, 2020, respectively, and 24,591,127 and 22,950,360 issued and outstanding as of December 31, 2019, respectively		—			—
Treasury stock at cost, 2,034,742 and 1,640,767 shares at December 31, 2020 and 2019, respectively		(70.6	)		(55.3	)
Additional paid-in capital		261.4			262.6
Accumulated other comprehensive loss		(4.4	)		(2.7	)
(Accumulated deficit) retained earnings		(3.3	)		169.5
Total SP Plus Corporation stockholders' equity		183.1			374.1
Noncontrolling interest		(1.7	)		(0.2	)
Total stockholders' equity		181.4			373.9
Total liabilities and stockholders' equity	$	1,137.7		$	1,479.6

See Notes to Consolidated Financial Statements.

45

SP Plus Corporation

Consolidated Statements of (Loss) Income

	Years Ended December 31,
(millions, except for share and per share data)	2020			2019			2018
Services revenue
Lease type contracts	$	189.4		$	408.9		$	413.9
Management type contracts		359.6			526.0			361.5
		549.0			934.9			775.4
Reimbursed management type contract revenue		537.9			728.8			693.0
Total services revenue		1,086.9			1,663.7			1,468.4
Cost of services
Lease type contracts		195.0			366.9			377.6
Management type contracts		226.5			339.9			213.8
		421.5			706.8			591.4
Reimbursed management type contract expense		537.9			728.8			693.0
Lease impairment		97.1			—			—
Total cost of services		1,056.5			1,435.6			1,284.4
Gross profit
Lease type contracts		(5.6	)		42.0			36.3
Management type contracts		133.1			186.1			147.7
Lease impairment		(97.1	)		—			—
Total gross profit		30.4			228.1			184.0
General and administrative expenses		85.4			109.0			91.0
Depreciation and amortization		29.3			29.4			17.9
Impairment of goodwill and intangible assets		135.3			—			—
Operating (loss) income		(219.6	)		89.7			75.1
Other expense (income)
Interest expense		21.5			18.9			9.6
Interest income		(0.5	)		(0.3	)		(0.4	)
Other expenses		0.1			—			—
Gain on sale of other investments		(0.3	)		—			—
Equity in earnings from investment in unconsolidated entity		—			—			(10.1	)
Total other expenses (income)		20.8			18.6			(0.9	)
(Loss) earnings before income taxes		(240.4	)		71.1			76.0
Income tax (benefit) expense		(67.5	)		19.4			19.6
Net (loss) income		(172.9	)		51.7			56.4
Less: Net (loss) income attributable to noncontrolling interest		(0.1	)		2.9			3.2
Net (loss) income attributable to SP Plus Corporation	$	(172.8	)	$	48.8		$	53.2
Common stock data
Net (loss) income per common share
Basic	$	(8.21	)	$	2.21		$	2.38
Diluted	$	(8.21	)	$	2.20		$	2.35
Weighted average shares outstanding
Basic		21,056,061			22,080,025			22,394,542
Diluted		21,056,061			22,208,032			22,607,223

See Notes to Consolidated Financial Statements.

46

SP Plus Corporation

Consolidated Statements of Comprehensive (Loss) Income

	Years Ended December 31,
(millions)	2020			2019			2018
Net (loss) income	$	(172.9	)	$	51.7		$	56.4
Change in fair value of interest rate collars		(1.8	)		(0.4	)		—
Foreign currency translation gain (loss)		0.1			0.1			(0.6	)
Comprehensive (loss) income		(174.6	)		51.4			55.8
Less: Comprehensive (loss) income attributable to noncontrolling interest		(0.1	)		2.9			3.2
Comprehensive (loss) income attributable to SP Plus Corporation	$	(174.5	)	$	48.5		$	52.6

See Notes to Consolidated Financial Statements

47

SP Plus Corporation

Consolidated Statements of Stockholders' Equity

	Common Stock
								Accumulated			Retained
	Number				Additional			Other			Earnings
	of		Par		Paid-In			Comprehensive			(Accumulated			Treasury			Noncontrolling
(millions, except share data)	Shares		Value		Capital			Loss			Deficit)			Stock			Interest			Total
Balance at December 31, 2017		22,542,672	$	—	$	254.6		$	(1.2	)	$	67.0		$	(7.5	)	$	0.2		$	313.1
Adoption of ASU No. 2018-02		—		—		—			(0.6	)		0.6			—			—			—
Balance at January 1, 2018		22,542,672	$	—	$	254.6		$	(1.8	)	$	67.6		$	(7.5	)	$	0.2		$	313.1
Net income		—		—		—			—			53.2			—			3.2			56.4
Foreign currency translation		—		—		—			(0.6	)		—			—			—			(0.6	)
Issuance of stock grants		20,757		—		0.7			—			—			—			—			0.7
Issuance of restricted stock units		161,495		—		—			—			—			—			—			—
Issuance of performance stock units		59,052		—		—			—			—			—			—			—
Non-cash stock-based compensation		—		—		2.4			—			—			—			—			2.4
Distributions to noncontrolling interest		—		—		—			—			—			—			(3.3	)		(3.3	)
Balance at December 31, 2018		22,783,976	$	—	$	257.7		$	(2.4	)	$	120.7		$	(7.5	)	$	0.1		$	368.6
Net income		—		—		—			—			48.8			—			2.9			51.7
Foreign currency translation		—		—		—			0.1			—			—			—			0.1
Change in fair value of interest rate collars		—		—		—			(0.4	)		—			—			—			(0.4	)
Issuance of stock grants		14,076		—		0.8			—			—			—			—			0.8
Issuance of restricted stock units		90,214		—		—			—			—			—			—			—
Issuance of performance stock units		62,094		—		—			—			—			—			—			—
Non-cash stock-based compensation		—		—		4.1			—			—			—			—			4.1
Repurchases of common stock		—		—		—			—			—			(47.9	)		—			(47.8	)
Distributions to noncontrolling interest		—		—		—			—			—			—			(3.2	)		(3.2	)
Balance at December 31, 2019		22,950,360	$	—	$	262.6		$	(2.7	)	$	169.5		$	(55.3	)	$	(0.2	)	$	373.9
Net loss		—		—		—			—			(172.8	)		—			(0.1	)		(172.9	)
Foreign currency translation		—		—		—			0.1			—			—			—			0.1
Change in fair value of interest rate collars		—		—		—			(1.8	)		—			—			—			(1.8	)
Issuance of stock grants		25,066		—		0.5			—			—			—			—			0.5
Issuance of restricted stock units		66,259		—		—			—			—			—			—			—
Issuance of performance stock units		46,701		—		—			—			—			—			—			—
Noncontrolling interest buyout		—		—		(1.7	)		—			—			—			—			(1.7	)
Repurchases of common stock		—		—		—			—			—			(15.3	)		—			(15.3	)
Distributions to noncontrolling interest		—		—		—			—			—			—			(1.4	)		(1.4	)
Balance at December 31, 2020		23,088,386	$	—	$	261.4		$	(4.4	)	$	(3.3	)	$	(70.6	)	$	(1.7	)	$	181.4

Note: Amounts may not foot due to rounding.

See Notes to Consolidated Financial Statements.

48

SP Plus Corporation

Consolidated Statements of Cash Flows

	Year Ended December 31,
(millions)	2020			2019			2018
Operating activities
Net (loss) income	$	(172.9	)	$	51.7		$	56.4
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Impairments		234.0			—			—
Depreciation and amortization		29.3			29.3			18.8
Non-cash stock-based compensation		0.5			4.9			3.1
Provisions for credit losses on accounts receivable		6.4			1.1			1.5
Deferred income taxes		(52.5	)		4.2			1.3
Gain on sale of equity method investment		—			—			(10.1	)
Other		2.0			0.5			(0.3	)
Changes in operating assets and liabilities
Notes and accounts receivable		44.6			(12.7	)		(16.7	)
Prepaid and other current assets		(2.1	)		(6.9	)		0.1
Accounts payable		(17.5	)		5.2			0.8
Accrued liabilities and other		(31.6	)		(1.3	)		16.0
Net cash provided by operating activities		40.2			76.0			70.9
Investing activities
Purchase of leasehold improvements and equipment		(8.4	)		(10.2	)		(8.9	)
Cost of contracts purchased		(2.6	)		(2.6	)		(1.1	)
Proceeds from sale of other investments and equipment		1.2			0.3			0.2
Proceeds from sale of equity method investment		—			—			19.3
Noncontrolling interest buyout		(1.7	)		—			—
Acquisition of business, net of cash acquired		—			—			(277.9	)
Net cash used in investing activities		(11.5	)		(12.5	)		(268.4	)
Financing activities
Proceeds from credit facility revolver		484.1			455.6			333.5
Payments on credit facility revolver		(488.4	)		(470.6	)		(186.3	)
Proceeds from credit facility term loan		—			—			225.0
Payments on credit facility term loan		(11.3	)		(11.3	)		(150.0	)
Payments of debt issuance costs		(1.7	)		—			(3.2	)
Payments on other long-term borrowings		(5.0	)		(2.3	)		(0.5	)
Distributions to noncontrolling interest		(1.4	)		(3.2	)		(3.3	)
Repurchases of common stock		(15.3	)		(47.6	)		—
Net cash (used in) provided by financing activities		(39.0	)		(79.4	)		215.2
Effect of exchange rate changes on cash and cash equivalents		0.1			0.1			(0.6	)
(Decrease) increase in cash and cash equivalents		(10.2	)		(15.8	)		17.1
Cash and cash equivalents at beginning of year		24.1			39.9			22.8
Cash and cash equivalents at end of year	$	13.9		$	24.1		$	39.9
Supplemental Disclosures
Cash paid during the period for
Interest	$	18.8		$	17.9		$	8.5
Income taxes	$	2.4		$	15.3		$	15.3

See Notes to Consolidated Financial Statements

49

SP Plus Corporation

Notes to Consolidated Financial Statements

(millions, except share and per share data)

1. Significant Accounting Policies and Practices

The Company

SP Plus Corporation (the "Company") facilitates the efficient movement of people, vehicles and personal belongings with the goal of enhancing the consumer experience while improving bottom line results for the Company’s clients. The Company provides professional parking management, ground transportation, remote baggage check-in and handling, facility maintenance, security, event logistics, and other technology-driven mobility solutions to aviation, commercial, hospitality, healthcare and government clients across North America. The Company typically enters into contractual arrangements with property owners or managers as opposed to owning facilities.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and Variable Interest Entities ("VIEs") in which the Company is the primary beneficiary. All significant intercompany profits, transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current environment.

Foreign Currency Translation

The functional currency of the Company's Canadian operations is the Canadian dollar. Accordingly, assets and liabilities of the Company's Canadian operations are translated from the Canadian dollar into U.S. dollars at the rates in effect on the balance sheet date while income and expenses are translated at the weighted-average exchange rates for the year. Adjustments resulting from the translations of Canadian dollar financial statements are accumulated and classified as a separate component of stockholders' equity.

Cash and Cash Equivalents

Cash equivalents represent funds temporarily invested in money market instruments with maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements were $0.3 million and $0.5 million as of December 31, 2020 and 2019, respectively, and are included within Cash and cash equivalents within the Consolidated Balance Sheets.

Allowance for Doubtful Accounts

Accounts receivable, net of the allowance for doubtful accounts, represents the Company's estimate of the amount that ultimately will be realized in cash. Management reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, primarily using a review of specific accounts, as well as historical collection trends and aging of receivables, and makes adjustments to the allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing receivable balances or future allowance considerations. As of December 31, 2020 and 2019, the Company's allowance for doubtful accounts was $5.1 million and $1.9 million, respectively.

Transactions affecting the allowance for doubtful accounts receivable for the years ended December 31, 2020 and 2019 were as follows:

(millions)	December 31, 2020			December 31, 2019
Beginning Balance	$	1.9		$	1.0
Provision for credit losses		6.4			1.1
Write offs and other		(3.2	)		(0.2	)
Ending Balance	$	5.1		$	1.9

Leasehold Improvements, Equipment and Construction in Progress, net

Leasehold improvements, equipment, software, vehicles, and other fixed assets are stated at cost less accumulated depreciation and amortization. Equipment is depreciated on the straight-line basis over the estimated useful lives ranging from 1 to 10 years. Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Leasehold improvements are amortized on the straight-line basis over the terms of the respective leases or the service lives of the improvements, whichever is shorter (weighted average remaining life of approximately 4.3 years).

Certain costs associated with directly obtaining, developing or upgrading internal-use software are capitalized and amortized over the estimated useful life of software.

Cost of Contracts

Cost of contracts represents the cost of obtaining contractual rights associated with a managed type or lease-type contract. Cost of parking contracts are amortized over the estimated life of the contracts, including anticipated renewals and terminations. Estimated lives are based on the contract life or anticipated life of the contract. Effective January 1, 2019, cost of contracts associated with leases within the scope of ASU No. 2016-02 Leases (Topic 842) are included in the right-of-use (“ROU”) assets balance.

50

Goodwill

Goodwill represents the excess of purchase price paid over the fair value of net assets acquired. In accordance with the Financial Accounting Standards Board's ("FASB") authoritative accounting guidance on goodwill, the Company evaluates goodwill for impairment on an annual basis, or more often if events or circumstances change that could cause goodwill to become impaired. The Company has elected to assess the impairment of goodwill annually on October 1 or at an interim date if there is an event or change in circumstances indicating the carrying value may not be recoverable. The goodwill impairment test is performed at the reporting unit level; the Company's reporting units represent its operating segments, consisting of Commercial and Aviation. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the use of acquired assets or its business strategy, and significant negative industry or economic trends.

The Company may perform a qualitative, rather than quantitative, assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. As of January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2017-04, which eliminated the two step approach from the current goodwill impairment test and allows impairment to be calculated based on the quantitative assessment. The determination of fair value of a reporting unit utilizes cash flow projections that assume certain future revenue and cost levels, comparable marketplace data, assumed discount rates based upon current market conditions and other valuation factors, all of which involve the use of significant judgement and estimates. The Company also assesses critical areas that may impact its business including economic conditions, market related exposures, competition, changes in service offerings and changes in key personnel.

Beginning in March 2020, the COVID-19 pandemic (“COVID-19”) and the resulting stay at home orders issued by local governments were beginning to impact certain of the Company’s businesses. These factors have significantly impacted the hospitality and travel industries, as well as overall consumer discretionary spending.

Due to the impacts of COVID-19, revenues for certain markets in which the Company operates have dropped significantly as compared to the expectations as of the October 1, 2019 annual impairment test. The Company does not know how long the COVID-19 pandemic and its effects will continue to impact the results of the Company. In addition, certain Aviation contracts were terminated in August 2020. The termination of these contracts and the ongoing impacts of COVID-19 on the Company’s expected future operating cash flows triggered the Company to complete a quantitative goodwill impairment analysis for the Aviation reporting unit as of August 31, 2020. Based on the quantitative analysis, the Company determined that estimated carrying value exceeded implied fair value for the Aviation reporting unit and goodwill was impaired. See Note 11. Goodwill for further discussion.

Other Intangible Assets, net

Other intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The Company evaluates the remaining useful life of other intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to their remaining useful lives. In addition, other intangible assets are reviewed for impairment when circumstances change that would indicate the carrying value may not be recoverable. Assumptions and estimates about future values and remaining useful lives of intangible are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, internal factors, such as changes in the Company’s business strategy and internal forecasts. Although management believes the historical assumptions and estimates are reasonable and appropriate, difference assumptions and estimates could materially impact reported financial results.

As a result of the impact of COVID-19 on the Company’s expected future operating cash flows, the Company determined certain impairment triggers had occurred related to a proprietary know how intangible assets within the Aviation segment as of June 30, 2020. Accordingly, the Company analyzed undiscounted cash flows for the proprietary know how intangible asset as of June 30, 2020. Based on the undiscounted cash flow analysis, the Company determined that the estimated net carrying value for the proprietary know how intangible asset exceeded its undiscounted future cash flows and therefore, as of June 30, 2020, the asset was impaired.

Additionally, as a result of the termination of certain contracts within the Aviation reporting unit during August 2020 and the ongoing impact of COVID-19 on the Company’s expected future operating cash flows, the Company determined certain impairment testing triggers had occurred related to the Company’s customer relationships and trade names and trademarks intangible assets. Accordingly, the Company analyzed undiscounted cash flows for certain intangible assets as of August 31, 2020. Based on the undiscounted cash flow analysis, the Company determined that estimated net carrying values exceeded undiscounted future cash flows for certain intangible assets and therefore, as of August 31, 2020, certain intangible assets were impaired.

The impairments recognized were measured by the amount by which the carrying value of the intangible assets exceed their fair value. See Note 10. Other Intangible Assets, net for further discussion.

For both goodwill and intangible assets, future events may indicate differences from management’s judgements and estimates which could, in turn, result in impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, increases in interest rates, which would impact discount rates, or other factors which could decreases revenues and profitability of existing locations and changes in the cost structure of existing facilities.

Long-Lived Assets

The Company evaluates long-lived assets, including ROU assets, leasehold improvements, equipment and construction in progress, for impairment whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Events or circumstances that would result in an impairment review include a significant change in the use of an asset, the planned sale or disposal of an asset, or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset group. If it is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds its fair value.

As a result of the impact of COVID-19 on the Company's expected future operating cash flows, the Company’s management determined impairment testing triggers had occurred for ROU assets associated with certain asset groups. Accordingly, the Company analyzed undiscounted cash flows for these ROU assets during the year ended December 31, 2020. Based on the undiscounted cash flow analysis, the Company determined that estimated net carrying values exceeded undiscounted cash flows for ROU assets associated with certain asset groups and therefore for the year ended December 31, 2020, certain ROU assets were impaired. The impairment recognized is measured by the amount by which the carrying value of the ROU asset exceeded its fair value. See Note 2. Leases for further discussion.

51

Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any future changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets and could result in additional impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities.

Accrued and other current liabilities

Components of accrued and other current liabilities for the years ended December 31, 2020 and 2019 were as follows:

(millions)	December 31, 2020		December 31, 2019
Accrued rent	$	17.3	$	18.1
Compensation and payroll withholdings		32.0		28.7
Property, payroll and other taxes		4.8		6.8
Accrued insurance		20.1		19.2
Accrued expenses		38.5		48.6
Accrued and other current liabilities	$	112.7	$	121.4

Financial Instruments

The carrying values of cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Book overdrafts of $23.2 million and $29.3 million are included within Accounts payable within the Consolidated Balance Sheets as of December 31, 2020, and 2019, respectively. Long-term debt has a carrying value that approximates fair value because the instruments bear interest at variable market rates.

Insurance Reserves

The Company purchases comprehensive casualty insurance covering certain claims that arise in connection with its operations. In addition, the Company purchases umbrella/excess liability coverage. Under the various liability and workers' compensation insurance policies, the Company is obligated to pay directly or reimburse the insurance carrier for the deductible / retention amount of each loss covered by its general / garage liability, automobile, workers' compensation and garage keepers legal liability policies. As a result, the Company is, in effect, self-insured for all claims within the deductible / retention amount of each loss. Any loss over the deductible / retention is the responsibility of the third-party insurer. The Company applies the provisions as defined in the guidance related to accounting for contingencies, in determining the timing and amount of expense recognition associated with claims against the Company. The expense recognition is based upon the Company's determination of an unfavorable outcome of a claim being deemed as probable and capable of being reasonably estimated, as defined in the guidance related to accounting for contingencies. This determination requires the use of judgment in both the estimation of probability and the amount to be recognized as an expense. The Company utilizes historical claims experience and exposures specific to each type of insurance, along with actuarial methods performed quarterly by a third party actuarial adviser in determining the required level of insurance reserves. As of December 31, 2020, the insurance reserve for general, garage, automobile and workers’ compensation liabilities is recorded in Accrued and other current liabilities and Other noncurrent liabilities in the Consolidated Balance Sheets for short term and long term balances, respectively. Future information regarding historical loss experience may require changes to the level of insurance reserves and could result in increased expense recognition in the future.

Legal and Other Commitments and Contingencies

The Company is subject to litigation in the normal course of its business. The Company applies the provisions as defined in the guidance related to accounting for contingencies in determining the recognition and measurement of expense recognition associated with legal claims against the Company. Management uses guidance from internal and external legal counsel on the potential outcome of litigation in determining the need to record liabilities for potential losses and the disclosure for pending legal claims. See Note 19. Legal Proceedings for further discussion.

Services Revenue

The Company's revenues are primarily derived from management type and lease type contracts; whereby the Company provides parking services, parking management, ground transportation services, baggage handling services and other ancillary services to commercial, hospitality, institutional, municipal and aviation clients. Ancillary services include on-site parking management, facility maintenance, ground transportation services, event logistics, remote airline check-in, security services, municipal meter revenue collection and enforcement services, scheduling and supervising all service personnel as well as providing customer service, marketing, and accounting and revenue control functions necessary to complete such services, payments received for exercising termination rights, consulting development fees, gains on sales of contracts, insurance (general, workers' compensation and health care) and other value-added services. In accordance with the guidance related to revenue recognition, entities are required to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company recognizes gross receipts (net of taxes collected from customers) as revenue from leased type contracts, and management fees for services, as the related services are provided. Ancillary services are earned from management contract properties and are recognized as revenue as those services are provided.

Reimbursed Management Type Contract Revenue and Expense

The Company recognizes both revenues and expenses, in equal amounts, that are directly reimbursed for operating expenses incurred under a management type contract. The Company has determined it is the principal in these transactions as the nature of our performance obligations is for the Company to provide the services on behalf of the customer. As the principal to these related transactions, the Company has control of the promised services before they are transferred to the customer.

Cost of Services

The Company recognizes costs for lease type contracts, non-reimbursed costs from management type contracts and reimbursed management type contract expenses as cost of services. Cost of services consists primarily of rent and payroll related costs.

52

Stock-Based Compensation

Stock-based payments to employees including grants of employee stock options, restricted stock units and performance-based share units are measured at the grant date, based on the estimated fair value of the award, and the related expense is recognized over the requisite employee service period or performance period (generally the vesting period) for awards expected to vest. The Company accounts for forfeitures of stock-based awards as they occur.

Equity Investment in Unconsolidated Entities

The Company has ownership interests in 29 active partnerships, joint ventures or similar arrangements that operate parking facilities, of which 24 are consolidated under the VIE or voting interest models and 5 are unconsolidated where the Company’s ownership interests range from 30-50 percent and for which there are no indicators of control. The Company accounts for such investments under the equity method of accounting, and its underlying share of each investee’s equity is included in Equity investments in unconsolidated entities within the Consolidated Balance Sheets. As the operations of these entities are consistent with the Company’s underlying core business operations, the equity in earnings of these investments are included in Services revenue - lease type contracts within the Consolidated Statements of (Loss) Income. The equity earnings in these related investments were $1.3 million, $3.2 million, and $2.7 million for the year ended December 31, 2020, 2019 and 2018, respectively.

In 2014, the Company entered into an agreement to establish a joint venture with Parkmobile USA, Inc. and contributed all of the assets and liabilities of its proprietary Click and Park parking prepayment business in exchange for a 30% interest in the newly formed legal entity called Parkmobile, LLC (“Parkmobile”). On January 3, 2018, the Company sold its entire 30% interest in Parkmobile to Parkmobile USA, Inc. for a gross sale price of $19.0 million and recognized a pre-tax gain of $10.1 million, net of closing costs. The pre-tax gain was included in Equity in (earnings) losses from investment in unconsolidated entity within the Consolidated Statements of (Loss) Income for the year ended December 31, 2018. The Company historically accounted for its investment in the Parkmobile joint venture using the equity method of accounting, and its underlying share of equity in Parkmobile was included in Equity investments in unconsolidated entities within the Consolidated Balance Sheets. The equity (earnings) losses in the Parkmobile joint venture were historically included in Equity in (earnings) losses from investment in unconsolidated entity within the Consolidated Statements of (Loss) Income.

Noncontrolling Interests

Noncontrolling interests represent the noncontrolling holders' percentage share of income or losses from the subsidiaries in which the Company holds a majority, but less than 100 percent, ownership interest and the results of which are consolidated and included within in our Consolidated Financial Statements.

Income Taxes

Income tax expense involves management judgment as to the ultimate resolution of any tax issues. Historically, the Company’s assessments of the ultimate resolution of tax issues have been reasonably accurate. The current open issues are not dissimilar from historical items.

Deferred income taxes are computed using the asset and liability method, such that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between US GAAP amounts and the tax basis of existing assets and liabilities based on currently enacted tax laws and tax rates in effect for the periods in which these temporary differences are expected to reverse or be settled. Income tax expense is the tax payable for the period plus the change during the period in deferred income taxes. The Company has certain state net operating loss carry forwards which expire in 2036. The Company considers a number of factors in its assessment of the recoverability of its net operating loss carryforwards including their expiration dates, the limitations imposed due to the change in ownership as well as future projections of income. Future changes in the Company's operating performance along with these considerations may significantly impact the amount of net operating losses ultimately recovered, and the Company’s assessment of their recoverability.

When evaluating the Company’s tax positions, the Company accounts for uncertainty in income taxes in its Consolidated Financial Statements. The evaluation of a tax position by the Company is a two-step process, the first step being recognition. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon tax examination, including resolution of any related appeals or litigation processes, based on only the technical merits of the position and the weight of available evidence. If a tax position does not meet the more-likely-than-not threshold, which is more than 50% likely of being realized, the benefit of that position is not recognized in the Company’s financial statements. The second step is measurement of the tax benefit. The tax position is measured as the largest amount of benefit that is more-likely-than-not of being realized, which is more than 50% likely of being realized upon ultimate resolution with a taxing authority.

On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was signed into law. The 2017 Tax Act included significant changes to the corporate income tax system in the United States, including a federal corporate rate reduction from 35% to 21% and the transition of United States international taxation from a worldwide tax system to a territorial tax system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act of 2017 (SAB 118), as issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete accounting for certain income tax effects of the 2017 Tax Act. The Company completed its analysis of the income tax effects of the 2017 Tax Act in the fourth quarter of 2018 in accordance with SAB 118.

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Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU	Topic	Method of Adoption
2016-13	Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 326)	Prospective
2017-04	Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment	Prospective
2018-13	Fair Value Measurement (Topic 820)	Prospective
2018-15	Intangibles – Goodwill and Other – Internal - Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	Prospective
20018-17	Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable Interest Entities	Prospective
2018-18	Collaborative Arrangements (Topic 808)	Prospective
2018-19	Codification Improvements to Topic 326, Financial Instruments - Credit Losses	Prospective
2019-04	Codification Improvements to Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Financial Instruments (Topic 825)	Prospective
2019-08	Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Codification Improvements - Share-Based Consideration Payable to a Customer	Prospective
2020-02	Financial Instruments-Credit Losses (Topic 326) And Leases (Topic 842)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 And Update to SEC Section On Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842)	Prospective
2019-12	Simplifying the Accounting for Income Taxes (Topic 740)	Prospective, early adopted

Accounting Pronouncements to be Adopted

Effects of Reference Rate Reform on Financial Reporting

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedient and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (IBORs) and, particularly, risks associated with the phase out of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The ASU can be adopted no later than December 1, 2022 with early adoption permitted. The Company is currently assessing the impact of adopting the standard on the Company's financial position, results of operations, cash flows and financial statement disclosures.

Investments - equity securities; Investments-Equity Method and Joint Ventures; Derivatives and Hedging

In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in this ASU clarify the interaction between the accounting for investments in equity securities, investment in equity method and certain derivatives instruments. The ASU is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. This ASU is effective for fiscal years beginning after December 15, 2021. The Company is currently assessing the impact of adopting the standard on the Company's financial position, results of operations, cash flows and financial statement disclosures.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements. This ASU addresses, a variety of topics in the Accounting Standards Codification in order to improve consistency and clarify the guidance. The FASB provided transition guidance for all of the amendments. The ASU is effective for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact of adopting the standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

2. Leases

The Company leases parking facilities, office space, warehouses, vehicles and equipment and determines if an arrangement is a lease at inception. The Company subleases certain real estate to third parties. The Company's sublease portfolio consists of operating leases for space within leased parking facilities.

The Company accounts for leases in accordance with Topic 842. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company's "right-of-use" over an underlying asset for the lease term, and

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lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The ROU asset includes cumulative prepaid or accrued rent, as well as lease incentives, initial direct costs and acquired lease contracts. The short term lease exception has been applied to leases with an initial term of 12 months or less and these leases are not recorded on the balance sheet.

As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease expense is recognized on a straight-line basis over the lease term.

For leases that include one or more options to renew, the exercise of such renewal options is at the Company's sole discretion or mutual agreement. The Company’s lease term may include renewal options that are at the Company’s sole discretion and are reasonably certain to be exercised. Equipment and vehicle leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Variable lease components comprising of payments that are a percentage of parking services revenue based on contractual levels and rental payments adjusted periodically for inflation are not included in the lease liability. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Consistent with other long-lived assets or asset groups that are held and used, the Company tests ROU assets when impairment indicators are present as detailed in Note 1. Significant Accounting Policies and Practices.

As discussed in Note 1. Significant Accounting Policies and Practices, due to the impact of COVID-19 on the Company's expected future operating cash flows, the Company determined certain impairment testing triggers had occurred within its asset groups. Accordingly, the Company performed undiscounted cash flow analyses on certain operating lease ROU assets during the year ended December 31, 2020. Based on the undiscounted cash flow analyses as of March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020, the Company determined that certain ROU asset groups had net carrying values that exceeded their estimated undiscounted future cash flows and fair value for these asset groups was determined. The fair value of ROU assets measured on a non-recurring basis, which is classified as Level 3 in the fair value hierarchy, was determined based on estimates of future discounted cash flows. The estimated fair values were compared to the net carrying values, and, as a result, ROU assets held and used with a carrying amount of $278.9 million were determined to have a fair value of $180.2 million resulting in impairment charges of $98.7 million in the Commercial segment for the year ended December 31, 2020, of which $97.1 million is included within Lease impairment in the Consolidated Statements of (Loss) Income and $1.6 million is included within General and administrative expenses in the Consolidated Statements of (Loss) Income. No lease impairment charges were recognized during the year ended December 31, 2019.

In April 2020, the FASB staff provided accounting elections for entities that receive or provide lease-related concessions to mitigate the economic effects of COVID-19 on lessees. The Company elected not to evaluate whether certain concessions provided by lessors in response to the COVID-19 pandemic, that are within the scope of additional interpretation provided by the FASB in April 2020, were lease modifications and has also elected not to apply modification guidance under Topic 842. These concessions will be recognized as a reduction of rent expense in the month they occur and will be recorded within Cost of parking services within the Consolidated Statements of (Loss) Income. During the year ended December 31, 2020, as a result of the ongoing COVID-19 pandemic, the Company was able to negotiate lease concessions with certain landlords. These rent concessions have been recorded in accordance with the guidance noted above. As a result, the Company recorded $26.0 million related to rent concessions as a reduction to cost of services during the year ended December 31, 2020.

Costs associated with the right to use the infrastructure on service concession arrangements are recorded as a reduction of revenue in accordance with the scope of ASU No. 2017-10, Service Concession Arrangements (Topic 853): Determining the Customer of the Operation Services. See Note 5. Revenue for further discussion on service concession arrangements.

During the year ended December 31, 2020, as a result of the ongoing COVID -19 pandemic, the Company was able to negotiate cost reductions with certain entities related to service concession arrangements.  As a result, the Company recorded $31.3 million related to such cost reductions during the year ended December 31, 2020.

The components of ROU assets and lease liabilities and classification on the Consolidated Balance Sheet as of December 31, 2020 and 2019 were as follows:

(millions)	Classification	2020		2019
Assets
Operating	Right-of-use assets	$	235.1	$	431.7
Finance	Leasehold improvements, equipment and construction in progress, net		28.8		18.6
Total leased assets		$	263.9	$	450.3
Liabilities
Current
Operating	Short-term lease liabilities	$	82.1	$	115.2
Finance	Current portion of long-term obligations under Senior Credit Facility and other long-term borrowings		7.8		3.1
Noncurrent
Operating	Long-term lease liabilities		243.4		327.7
Finance	Long-term borrowings, excluding current portion		20.5		15.6
Total lease liabilities		$	353.8	$	461.6

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The components of lease cost and classification on the Consolidated Statement of Income for the year ended December 31, 2020 and 2019 were as follows:

(millions)	Classification	2020		2019
Operating lease (a)(b)	Cost of services - lease type contracts	$	81.1	$	150.9
Short-term lease (a)	Cost of services - lease type contracts		22.6		33.1
Variable lease	Cost of services - lease type contracts		20.1		58.1
Operating lease cost			123.8		242.1
Finance lease cost
Amortization of leased assets	Depreciation and amortization		4.2		2.3
Interest on lease liabilities	Interest expense		1.1		0.9
Lease Impairment	Lease impairment		97.1		—
Lease Impairment	General and administrative expenses		1.6		—
Net lease cost		$	227.8	$	245.3

(a) Operating lease cost included in General and administrative expenses are related to leases for office space amounting to $5.7 million and $6.0 million for the years ended December 31, 2020 and 2019, respectively.

(b) Includes rent concessions amounting to $26.0 million for the year ended December 31, 2020. No rent concessions were recognized for the year ended December 31, 2019.

Sublease income during the years ended December 31, 2020 and 2019 was $1.6 million and $2.0 million, respectively.

The Company has entered into operating lease arrangements as of December 31, 2020 that commence in future periods. The total amount of ROU assets and lease liabilities related to these arrangements are immaterial.

Maturities, lease term, and discount rate information of lease liabilities as of December 31, 2020 were as follows:

	Operating			Finance
(millions)	Leases			Leases			Total
2021	$	94.7		$	8.8		$	103.5
2022		80.0			7.5			87.5
2023		59.1			5.3			64.4
2024		41.8			3.4			45.2
2025		29.5			1.7			31.2
After 2025		69.3			5.0			74.3
Total lease payments		374.4			31.7			406.1
Less: Imputed interest		48.9			3.4			52.3
Present value of lease liabilities	$	325.5		$	28.3		$	353.8
Weighted-average remaining lease term (years)		5.6			5.1
Weighted-average discount rate		5.0	%		4.2	%

Future sublease income for the periods shown above was excluded as the amounts are not material.

Supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019 were as follows:

(millions)	2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows related to operating leases	$	120.3	$	179.0
Operating cash outflows related to interest on finance leases		1.1		0.9
Financing cash outflows related to finance leases		5.2		2.3
Leased assets obtained in exchange for new operating liabilities		38.2		68.6
Leased assets obtained in exchange for new finance lease liabilities		16.5		6.8

3. Acquisition

On November 30, 2018 (the “acquisition date”), the Company acquired the outstanding shares of ZWB Holdings, Inc. and Rynn's Luggage Corporation, and their subsidiaries and affiliates (collectively, "Bags"). Bags is a leading provider of baggage delivery, remote airline check in, and other related services, primarily to airline, airport and hospitality clients. Subject to the terms and conditions of the Stock Purchase Agreement, the Company paid $283.6 million as consideration for the acquisition of Bags. The consideration was comprised of $275.0 million of cash paid by SP Plus, $8.1 million related to the net working capital and cash acquired and $0.5 million for certain individual taxes to be paid by the seller (the “Cash Consideration”). As described in Note 20. Segment Information, the Company integrated the Bags' operations into the Aviation segment, effective November 30, 2018.

The acquisition of Bags has been accounted for as a business combination, and assets acquired and liabilities assumed were recorded at their estimated fair values. Goodwill as of the acquisition date was measured as the excess of consideration transferred, which is also generally measured at fair value or the net acquisition date fair values of the assets acquired and the liabilities assumed. The results of operations are reflected in the consolidated financial statements of the Company from the acquisition date.

The Company incurred certain acquisition and integration costs associated with the acquisition of Bags that were expensed as incurred and are reflected in the Consolidated Statements of (Loss) Income. See Note 4. Acquisition, Restructuring and Integration Costs for further discussion.

The fair values of assets acquired and liabilities assumed were as follows:

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				Measurement
				Period
(millions)	Initial			Adjustments			Final
Cash and cash equivalents	$	5.9					$	5.9
Notes and accounts receivable		13.2						13.2
Prepaid expenses and other current assets		2.0						2.0
Other noncurrent assets		0.2						0.2
Leasehold improvements, equipment and construction in progress		1.5						1.5
Other intangible assets, net		118.0						118.0
Goodwill		154.1			0.3			154.4
Accounts payable		(6.5	)					(6.5	)
Accrued and other current liabilities		(4.1	)		(0.3	)		(4.4	)
Other long-term liabilities		(0.7	)					(0.7	)
Net assets acquired and liabilities assumed	$	283.6		$	—		$	283.6

Goodwill of $154.4 million represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The goodwill recognized was primarily attributable to expanded revenue synergies and opportunities in the aviation and hospitality businesses, as well as other benefits that the Company believes will result from combining its operations with the operations of Bags. The goodwill acquired is deductible for tax purposes.

Acquired other Intangibles assets were as follows:

(millions)	Estimated Life	Fair Value
Trade name	5.0 Years	$	5.6
Customer relationships	12.4 - 15.8 Years		100.4
Existing technology	5.0 - 6.0 Years		10.4
Non-compete agreement	5.0 Years		1.6
Estimated fair value of identified intangibles		$	118.0

The fair value for all identifiable intangible assets is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). The fair value of trade names was determined with the relief from royalty savings method. The Company considered the return on assets and market comparable methods when estimating an appropriate royalty rate for the trade names. The fair value of acquired customer relationships was determined with the excess earnings method. This approach calculates the excess of the future cash inflows (i.e., revenue from customers generated from the relationships) over the related cash outflows (i.e., customer servicing expenses) generated over the useful life of the relationship. The fair value of developed or existing technology was determined utilizing the relief from royalty savings method with additional consideration given to asset deterioration rates.

Unaudited Pro forma financial information

The following unaudited pro forma results of operations for the year ended December 31, 2018, assumes the acquisition of Bags was completed on January 1, 2018, and as such Bags pre-acquisition results have been added to the Company’s historical results. The historical consolidated financial information of the Company and Bags have been adjusted to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable and (3) expected to have a continuing impact on the combined results. The pro forma results contained in the table below include adjustments for (i) amortization of acquired intangibles, (ii) reduced general and administrative expenses related to non-routine transaction expenses, (iii) increased interest expense related to the financing of the acquisition of Bags, and (iv) estimated income tax effect.

The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of any anticipated benefits from revenue synergies, cost savings or operating synergies that may result from the acquisition of Bags or to any disynergies and integration related costs. Also, the unaudited pro forma condensed combined financial information does not reflect possible adjustments related to potential restructuring or integration activities that have yet to be determined or transaction or other costs following the combination that are not expected to have a continuing impact on the business of the combined company. Further, one-time transaction-related expenses anticipated to be incurred prior to, or concurrent with, the closing of the transaction were not included in the unaudited pro forma condensed combined statement of income as such transaction costs were determined not to be significant. Additionally, the unaudited pro forma financial information does not reflect the costs that the company has incurred or may incur to integrate Bags.

(millions)	2018
Total services revenue	$	1,617.7
Net income attributable to SP Plus Corporation		55.1

Services revenue and net income related to Bags that are included in the Consolidated Statements of (Loss) Income were $14.2 million and $1.3 million or the year ended December 31, 2018, respectively, which were included in Services revenue - Management type contracts and Net income attributable to SP Plus Corporation, respectively.

4. Acquisition, Restructuring and Integration Costs

Acquisition, Restructuring and Integration Costs

The Company incurred certain acquisition, restructuring and integration costs that were expensed as incurred, which include:

• Costs (primarily severance and relocation costs) related to a series of Company initiated workforce reductions to increase organizational effectiveness and provide cost savings that can be reinvested in the Company's growth initiatives, during 2020, 2019 and 2018 (included within Cost of services and General and administrative expenses within the Consolidated Statements of (Loss) Income);

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• Transaction costs and other acquisition related costs (primarily professional and advisory services, as well as write-offs of aged receivables incurred prior to acquisition) primarily related to the acquisition of Bags (included within General and administrative expenses within the Consolidated Statements of (Loss) Income) and;

• Consulting costs for integration-related activities related to the acquisition of Bags incurred during the year ended December 31, 2019 (included within General and administrative expenses within the Consolidated Statements of (Loss) Income).

Included in General and administrative expenses are severance related costs of $4.0 million during the year ended December 31, 2020, reflecting the actions the Company has taken to lessen the impacts of COVID-19 on the business. The acquisition, restructuring, and integration related costs for the years ended December 31, 2020, 2019 and 2018 were as follows:

	Year Ended December 31,
(millions)	2020		2019		2018
Cost of services - lease type contracts	$	0.4	$	—	$	—
Cost of services - management type contracts		0.7		—		—
General and administrative expenses		6.5		1.3		8.1

The accrual for acquisition, restructuring and integration costs of $1.2 million and $0.1 million is included in Accrued and other current liabilities within the Consolidated Balance Sheet as of December 31, 2020 and 2019, respectively.

5. Revenue

The Company accounts for revenue in accordance with Topics 606 and 853. Topic 606 requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.

Contracts with customers and clients

The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Once a contract is identified, the Company evaluates whether the combined or single contract should be accounted for as more than one performance obligation. Substantially all of the Company's revenues come from the following two types of arrangements: Lease type and Management type contracts.

Lease type contracts

Under lease type arrangements, the Company pays the property owner a fixed base rent, percentage rent that is tied to the facility’s financial performance, or a combination of both. The Company operates the parking facility and is responsible for most operating expenses, but typically is not responsible for major maintenance, capital expenditures or real estate taxes. Performance obligations related to lease type contracts include parking for transient and monthly parkers. Revenue is recognized over time as the Company provides services. As noted in Note 1. Significant Accounting Policies and Practices and in accordance with Topic 853, certain expenses, primarily rental expense for the contractual arrangements that meet the definition of service concession arrangements, are recorded as a reduction of revenue for the year ended December 31, 2020, 2019, and 2018, respectively.

Management type contracts

Management type contract revenue consists of management fees, including both fixed and performance-based fees. In exchange for this consideration, the Company has a bundle of performance obligations that include services such as managing the facilities as well ancillary services such as accounting, equipment leasing, consulting, insurance and other value-added services. The Company believes that it can generally purchase required insurance for the facility and facility operations at lower rates than clients can obtain on their own because the Company is effectively self-insured for all liability, workers' compensation and health care claims by maintaining a large per-claim deductible. As a result, the Company generates operating income on the insurance provided under its management type contracts by focusing on risk management efforts and controlling losses. Management type contract revenues do not include gross customer collections at the managed facilities as these revenues belong to the property owners rather than to the Company. Management type contracts generally provide the Company with management fees regardless of the operating performance of the underlying facilities. Revenue is recognized over time as the Company provides services.

Service concession arrangements

Service concession agreements include both lease type and management type contracts. Revenue generated from service concession arrangements, is accounted for under the guidance of Topics 606 and 853. Certain expenses (primarily rental expense) related to service concession arrangements and depreciation and amortization, have been recorded as a reduction of Service revenue - lease type contracts.

Contract modifications and taxes

Contracts are often modified to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either changes the consideration due to the Company or creates new performance obligations or changes the existing scope of the contract and related performance obligations. Most contract modifications are for services that are not distinct from the existing contract due to the fact that the Company is providing a bundle of performance obligations that are highly inter-related in the context of the contract, and are therefore accounted for as if they were part of that existing contract. Typically, modifications are accounted for prospectively as part of the existing contract.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, which are collected by the Company from a customer, are excluded from revenue.

Reimbursed management type contract revenue and expense

The Company recognizes both revenues and expenses, in equal amounts, that are directly reimbursed from the property owner for operating expenses incurred under a management type contract. The Company has determined it is the principal in these transactions, as the nature of its performance obligations is for the Company to provide the services on behalf of the client. As the principal to these related transactions, the Company has control of the promised services before they are transferred to the client.

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Disaggregation of revenue

The Company disaggregates its revenue from contracts with customers by type of arrangement for each of the reportable segments. The Company has concluded that such disaggregation of revenue best depicts the overall economic nature, timing and uncertainty of the Company's revenue and cash flows affected by the economic factors of the respective contractual arrangement. See Note 20. Segment Information for further information on disaggregation of the Company's revenue by segment.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer or client, and is the unit of account under Topic 606. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company’s contracts have a single performance obligation that is not separately identifiable from other promises in the contract and therefore not distinct, comprising the promise to provide a bundle of monthly performance obligations or parking services for transient or monthly parkers.

The contract price is generally deemed to be the transaction price. Some management type contracts include performance incentives that are based on variable performance measures. These incentives are constrained at contract inception and recognized once the customer has confirmed that the Company has met the contractually agreed upon performance measures as defined in the contract.

The Company’s performance obligations are primarily satisfied over time as the Company provides the related services. Typically, revenue is recognized over time on a straight-line basis as the Company satisfies the related performance obligation. There are certain management type contracts where revenue is recognized based on costs incurred to date plus a reasonable margin. The Company has concluded this is a faithful depiction of how control is transferred to the customer. Performance obligations satisfied at a point in time for the year ended December 31, 2020, 2019 and 2018, respectively, were not significant.

The time between completion of the performance obligation and collection of cash is typically not more than 30 - 60 days. In certain contractual arrangements, such as monthly parker contracts, cash is typically collected in advance of the Company commencing its performance obligations under the contractual arrangement.

As of December 31, 2020, the Company had $118.0 million related to performance obligations that were unsatisfied or partially unsatisfied for which the Company expects to recognize revenue. This amount excludes variable consideration primarily related to contracts where the Company and customer share the gross revenues or operating profit for the location and contracts where transaction prices include performance incentives that are constrained at contract inception. These performance incentives are based on measures that are ascertained exclusively by future performance and therefore cannot be estimated at contract inception by the Company. The Company applies the practical expedient that permits exclusion of information about the remaining performance obligations that have original expected durations of one year or less.

The Company expects to recognize the remaining performance obligations as revenue in future periods as follows:

	Remaining Performance
(millions)	Obligations
2021	$	51.3
2022		28.9
2023		19.5
2024		10.7
2025		4.4
2026 and thereafter		3.2
Total	$	118.0

Contract balances

The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets and contract liabilities. Accounts receivable represent amounts where the Company has an unconditional right to the consideration and therefore only the passage of time is required for the Company to receive consideration due from the customer. Both lease type and management type contracts have customers and clients where amounts are billed as work progresses or in advance in accordance with agreed-upon contractual terms. Billing may occur subsequent to or prior to revenue recognition, resulting in contract assets and liabilities. The Company, on occasion, receives advances or deposits from customers and clients, on both lease and management type contracts, before revenue is recognized, resulting in the recognition of contract liabilities.

Contract assets and liabilities are reported on a contract-by-contract basis and are included in Notes and accounts receivable, net and Accrued and other current liabilities, respectively, on the Consolidated Balance Sheets. See Note 1. Significant Accounting Policies and Practices for additional detail on the write-off of accounts receivable. There were no impairment charges recorded on contract assets and liabilities for the years ended December 31, 2020, 2019 and 2018. The following table provides information about accounts receivable, contract assets and contract liabilities with customers and clients as of December 31, 2020 and 2019:

(millions)	2020			2019
Accounts receivable	$	102.7		$	151.3
Contract asset		8.6			11.0
Contract liability		(12.5	)		(19.4	)

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Changes in contract assets include recognition of additional consideration due from the customer are offset by reclassifications of contract asset balances to accounts receivable when the Company obtains an unconditional right to consideration, thereby establishing an accounts receivable. The following table provides information about changes to contract asset balances during the years ended December 31, 2020 and 2019:

(millions)	2020			2019
Balance, beginning of period	$	11.0		$	11.4
Additional contract assets		8.6			11.0
Reclassification to accounts receivable		(11.0	)		(11.4	)
Balance, end of period	$	8.6		$	11.0

Changes in contract liabilities primarily include additional contract liabilities and reductions of contract liabilities when revenue is recognized. The following table provides information about changes to contract liabilities balances during the years ended December 31, 2020 and 2019:

(millions)	2020			2019
Balance, beginning of period	$	(19.4	)	$	(19.1	)
Additional contract liabilities		(12.5	)		(19.4	)
Recognition of revenue from contract liabilities		19.4			19.1
Balance, end of period	$	(12.5	)	$	(19.4	)

Cost of contracts, net

Cost of contracts, net represents the cost of obtaining contractual rights associated with providing services for lease or management type contracts. Incremental costs incurred to obtain service contracts are amortized on a straight line basis over the estimated life of the contracts, including anticipated renewals and terminations. The amortization period is consistent with the timing of when the Company satisfies the related performance obligations. Estimated lives are based on the contract life.

See Note 9. Cost of Contracts, net for amortization expense related to cost of contracts. Amortization expense of cost of contracts related to service concession arrangements within the scope of Topic 853 and certain management type contracts are recorded as a reduction of revenue and were not significant for the years ended December 31, 2020, 2019 and 2018, respectively.

As of December 31, 2020 and 2019, cost of contracts net of accumulated amortization included on the Consolidated Balance Sheets within Other noncurrent assets was $4.8 million and $4.3 million, respectively. No impairment charges were recorded during the years ended December 31, 2020, 2019 and 2018, respectively.

6. Net (Loss) Income per Common Share

Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted daily average number of shares of common stock outstanding during the period. Diluted net (loss) income per common share is based upon the weighted daily average number of shares of common stock outstanding for the period plus dilutive potential common shares, including restricted stock units, using the treasury-stock method. Unvested performance share units are excluded from the computation of weighted average diluted common shares outstanding if the performance targets upon which the issuance of the shares is contingent have not been achieved and the respective performance period has not been completed as of the end of the period. In periods where the Company has a net loss, restricted stock units are excluded from the calculation of net (loss) earnings per common share, as their inclusion would be anti-dilutive.

Basic and diluted net (loss) income per common share and a reconciliation the weighted average basic common shares outstanding to the weighted average diluted common shares outstanding was as follows:

	Year Ended December 31,
(millions, except share and per share data)	2020			2019		2018
Net (loss) income attributable to SP Plus Corporation	$	(172.8	)	$	48.8	$	53.2
Basic weighted average common shares outstanding		21,056,061			22,080,025		22,394,542
Dilutive impact of share-based awards		—			128,007		212,681
Diluted weighted average common shares outstanding		21,056,061			22,208,032		22,607,223
Net (loss) income per common share
Basic	$	(8.21	)	$	2.21	$	2.38
Diluted	$	(8.21	)	$	2.20	$	2.35

Due to the net loss during the year ended December 31, 2020, common stock equivalents arising from 51,276 restricted stock units were excluded from the computation.

There were no additional securities that could dilute basic earnings per common share in the future that were not included in the computation of diluted earnings per common share, other than those disclosed.

7. Stock-Based Compensation

The Company measures stock-based compensation expense at the grant date, based on the estimated fair value of the award based on assumptions as of the grant date. The expense is recognized on a straight-line basis over the requisite employee service period or performance period (generally the vesting period) for awards expected to vest. For those awards in which there is no requisite service period, the Company immediately recognizes the compensation expense. If the award is later modified, the Company may measure the award based on the estimated fair value at the modification date and recognize expense over the remaining requisite employee service period or performance period. The Company accounts for forfeitures of stock-based awards as they occur.

The Company has an amended and restated long-term incentive plan (the "Plan") under which the Company may grant future awards. On March 7, 2018, the Company’s Board of Directors (the “Board”) approved an amendment to the Plan that increased the number of shares of common stock available under the Plan from 2,975,000 to 3,775,000. Company stockholders approved the Plan amendment on May 8, 2018. Forfeited and expired options under the Plan become generally available for reissuance. At December 31, 2020, 647,903 shares remained available for grant under the Plan.

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Stock Grants

Stock-based compensation expense related to vested stock grants are included in General and administrative expenses within the Consolidated Statements of (Loss) Income. The Company’s authorized vested stock grants to certain directors and related expense for the years ended December 31, 2020, 2019 and 2018, was as follows:

	Year Ended December 31,
(millions, except stock grants)	2020		2019		2018
Vested stock grants		25,066		14,076		12,736
Stock-based compensation expense	$	0.5	$	0.5	$	0.5

Restricted Stock Units

No restricted stock units were granted during the year ended December 31, 2020.

During the year ended December 31, 2019, the Company granted of 37,235 restricted stock units to certain executives that vest over three years from the grant date.

During the year ended December 31, 2018, the Company granted of 48,663 and 8,426 restricted stock units to certain executives that vest over three years and five years from the grant date, respectively.

Nonvested restricted stock units as of December 31, 2020, and changes during the year ended December 31, 2020 were as follows:

	Shares			Weighted Average Grant-Date Fair Value
Nonvested as of December 31, 2019		153,442		$	27.46
Granted		—			—
Vested		(102,166	)		24.56
Forfeited		—			—
Nonvested as of December 31, 2020		51,276		$	33.24

The Company's stock-based compensation expense related to the restricted stock units for the years ended December 31, 2020, 2019 and 2018, which is included in General and administrative expenses within the Consolidated Statements of (Loss) Income, was as follows:

	Year Ended December 31,
(millions)	2020		2019		2018
Stock-based compensation expense	$	1.1	$	1.1	$	0.9

Unrecognized stock-based compensation expense related to restricted stock units and the respective weighted average periods in which the expense will be recognized as of December 31, 2020 was as follows:

	Year Ended December 31,
(millions)	2020
Unrecognized stock-based compensation	$	0.6
Weighted average (years)	1.2 years

Performance Share Units (“PSU’s”)

In September 2014, the Board authorized a performance-based incentive program under the Plan (“Performance-based Incentive Program”), whereby the Company may issue PSU’s to certain individuals that represent shares potentially issuable in the future. The objective of the Performance-Based Incentive Program is to link compensation to business performance, encourage the ownership of the Company’s common stock, retain key employees and reward management’s performance. The Performance-Based Incentive Program provides participants with the opportunity to earn vested common stock if certain performance targets for pre-tax cash flow are achieved over the cumulative three-year period starting in the year of grant and the participants satisfy service-based vesting requirements. The stock-based compensation expense associated with nonvested PSU’s is recognized on a straight-line basis over the shorter of the vesting period or minimum service period and dependent upon the probable outcome of the number of shares that will ultimately be issued based on the achievement of pre-tax cash flow over the cumulative three-year period.  

The Company granted awards during the years ended December 31, 2020, 2019 and 2018 of 96,056, 125,232 and 100,715, respectively, under the Performance-Based Incentive Program. The performance target is based on the achievement of free cash flow before cash taxes and interest payments over the cumulative three-year period starting in the year of grant, subject to certain discretionary adjustments by the Board. The ultimate number of shares issued could change depending on the Company’s results over the performance period. The maximum amount of shares that could be issued for the awards granted in 2020 (“2020 PSU’s) and 2019 (“2019 PSU’s), are 181,504 and 227,478, respectively.

Due to the impact of COVID-19 on the Company’s operations, during the year ended December 31, 2020, the Compensation Committee of the Board modified the performance target for the awards granted in 2018 (“2018 PSU’s”), as well as evaluated qualitative performance factors for the Company during 2020, which resulted in achievement of 95% of the target for the 2018 PSU’s. The 2018 PSU’s vested as of December 31, 2020. The Company concluded this determination was a Type III modification and compensation expense was recorded based on the fair value of the awards at the date of modification. Had the Compensation Committee not made this determination, the Company would have recorded no compensation expense related to the 2018 PSU’s. The performance targets for the 2019 and 2020 PSU’s have not been amended. As such, during the year ended December 31, 2020, $1.4 million of compensation expense related to the

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2019 PSU’s was reversed, since the Company no longer expected the required performance targets to be achieved. In addition, the Company has not recorded compensation expense related to the 2020 PSU’s.

Nonvested PSU’s as of December 31, 2020, and changes during the year ended December 31, 2020 was as follows:

	Shares			Weighted Average Grant-Date Fair Value
Nonvested as of December 31, 2019		212,096		$	35.01
Granted		96,056			37.89
Vested		(81,115	)		30.01
Forfeited		(23,173	)		36.27
Expired		(3,646	)		37.59
Nonvested as of December 31, 2020		200,218		$	35.27

The Company's stock-based compensation expense (net reduction of expense) related to PSU’s during the years ended December 31, 2020, 2019 and 2018, which is included in General and administrative expenses within the Consolidated Statements of (Loss) Income, was as follows:

	Year Ended December 31,
(millions)	2020			2019		2018
Stock-based compensation expense	$	(1.0	)	$	3.3	$	1.4

Since the Company no longer expects the required performance targets to be achieved for the 2019 and 2020 PSU’s, no future compensation expense is expected to be recognized; however, future compensation expense for the 2019 and 2020 PSU’s could reach a maximum of $14.1 million if certain performance targets are achieved.

8. Leasehold Improvements, Equipment and Construction in Progress, net

Leasehold improvements, equipment, and construction in progress and related accumulated depreciation and amortization for the years ended December 31, 2020 and 2019, were as follows:

		December 31
(millions)	Estimated Useful Life	2020			2019
Equipment	1 - 10 Years	$	50.1		$	45.2
Software	2 - 5 Years		42.3			39.7
Vehicles	1 - 10 Years		37.3			30.0
Other	3 Years		0.8			0.6
	Shorter of lease term or economic life up to
Leasehold improvements	10 years		18.0			18.8
Construction in progress			6.8			6.3
			155.3			140.6
Accumulated depreciation and amortization			(102.0	)		(92.7	)
Leasehold improvements, equipment and construction in
progress, net		$	53.3		$	47.9

Asset additions are recorded at cost, which includes interest on significant projects. Depreciation is recorded on a straight-line basis over their estimated useful lives or the terms of the respective leases, whichever is shorter. Leasehold improvements, equipment and construction in progress are reviewed for impairment when conditions indicate an impairment. If the assets are determined to be impaired, they are either written down or the useful life is adjusted to the remaining period of estimated useful life.

The Company's depreciation and amortization expense related to leasehold improvements and equipment for the years ended December 31, 2020, 2019 and 2018, which was included in Depreciation and amortization expense within the Consolidated Statements of (Loss) Income, was as follows:

	Year Ended December 31,
(millions)	2020		2019		2018
Depreciation expense and amortization	$	15.3	$	12.8	$	9.6

9. Cost of Contracts, net

Cost of contracts, net, as of December 31, 2020 and 2019 was as follows:

	December 31,
(millions)	2020			2019
Cost of contracts	$	26.0		$	26.0
Accumulated amortization		(21.2	)		(21.7	)
Cost of contracts, net	$	4.8		$	4.3

The table below shows the Company's amortization expense related to costs of contracts for the years ended December 31, 2020, 2019 and 2018, which was primarily included in Depreciation and amortization within the Consolidated Statements of (Loss) Income.

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	Year Ended December 31,
(millions)	2020		2019		2018
Amortization expense	$	1.6	$	1.9	$	3.0
Weighted average life (years)		7.8		10.0		9.4

10. Other Intangible Assets, net

The components of other intangible assets, net, for the years ended December 31, 2020 and 2019 were as follows:

			December 31,
			2020							2019
	Weighted		Acquired					Acquired		Acquired					Acquired
	Average		Intangible					Intangible		Intangible					Intangible
	Life		Assets,		Accumulated			Assets,		Assets,		Accumulated			Assets,
(millions)	(Years)		Gross		Amortization			Net		Gross		Amortization			Net
Covenant not to compete		2.1	$	2.9	$	(1.3	)	$	1.6	$	2.9	$	(0.3	)	$	2.6
Trade names and trademarks		2.9		0.9		(0.2	)		0.7		5.6		(1.2	)		4.4
Proprietary know how		3.7		3.8		(0.4	)	$	3.4		10.4		(2.0	)		8.4
Management contract rights		8.1		81.0		(42.6	)		38.4		81.0		(37.4	)		43.6
Customer relationships		12.9		21.5		(2.5	)	$	19.0		100.4		(7.2	)		93.2
Acquired intangible assets, net		9.1	$	110.1	$	(47.0	)	$	63.1	$	200.3	$	(48.1	)	$	152.2

The table below shows the amortization expense related to intangible assets for the years ended December 31, 2020, 2019 and 2018, which was included in Depreciation and amortization within the Consolidated Statements of (Loss) Income.

	Year Ended December 31,
(millions)	2020		2019		2018
Amortization expense	$	13.2	$	15.1	$	6.1

The expected future amortization of intangible assets as of December 31, 2020 was as follows:

(millions)	Intangible asset amortization
2021	$	8.7
2022		8.1
2023		8.0
2024		7.3
2025		6.6
2026 and thereafter		24.4
Total	$	63.1

As discussed in Note 1. Significant Accounting Policies and Practices, the Company determined impairment testing triggers had occurred for certain intangible assets. The fair value of these intangible assets were classified as Level 3 in the fair value hierarchy.

Due to the impact of COVID-19 on the Company's expected future operating cash flows, the Company analyzed undiscounted cash flows as of June 30, 2020 and determined the carrying value for a proprietary know how asset was higher than its projected undiscounted cash flows. As a result, the Company recorded $3.7 million of impairment charges within the Aviation segment during the year ended December 31, 2020 which was recognized in Impairment of goodwill and intangible assets in the Consolidated Statements of (Loss) Income.

Additionally, due to the termination of certain contracts within the Aviation segment during August 2020 and the impact of COVID-19 on the Company's expected future operating cash flows, the Company analyzed undiscounted cash flows as of August 31, 2020 and determined the carrying values for the customer relationships and trade names and trademarks were higher than their projected undiscounted cash flows. As a result, the Company recorded $72.1 million of impairment charges within the Aviation segment during the year ended December 31, 2020 which was recognized in Impairment of goodwill and intangible assets in the Consolidated Statements of (Loss) Income. See Note 12. Fair Value Measurement for further discussion.

No impairment charges were recorded during the years ended December 31, 2019 and 2018.

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11. Goodwill

The changes in the carrying amounts of goodwill for the years ended December 31, 2020 and 2019 were as follows:

(millions)	Commercial		Aviation			Total
Net book values as of January 1, 2019
Goodwill	$	376.8	$	208.7		$	585.5
Accumulated impairment losses		—		—			—
Total	$	376.8	$	208.7		$	585.5
Purchase price adjustments		—		0.3			0.3
Foreign currency translation		0.2		—			0.2
Net book value as of December 31, 2019
Goodwill	$	377.0	$	209.0		$	586.0
Accumulated impairment losses		—		—			—
Total	$	377.0	$	209.0		$	586.0
Impairment		—		(59.5	)		(59.5	)
Foreign Currency translation		0.1		—			0.1
Net book value as of December 31, 2020
Goodwill	$	377.1	$	209.0		$	586.1
Accumulated impairment losses		—		(59.5	)		(59.5	)
Total	$	377.1	$	149.5		$	526.6

In July 2020, the Company changed its internal reporting structure. All prior periods presented have been reclassified to reflect the new internal reporting structure. See Note 20. Segment Information for further discussion.

As discussed in Note 1. Significant Accounting Policies and Practices, due to the impacts of COVID-19, revenues for certain markets in which the Company operates have dropped significantly as compared to the expectations as of the October 1, 2019 annual impairment test. The Company does not know how long COVID-19 and its effects will continue to impact results of the Company. In addition, certain Aviation contracts were terminated in August 2020. The termination of these contracts and the ongoing impacts of COVID-19 on the Company’s expected future operating cash flows triggered the Company to complete a quantitative goodwill impairment analysis as of August 31, 2020 for the Aviation reporting unit. Accordingly, the Company determined the carrying value for the Aviation reporting unit was higher than its implied fair value. The implied fair value was determined based on cash flow projections that assume certain future revenue and cost levels, comparable marketplace data, assumed discount rates based upon current market conditions and other valuation factors. As a result, the Company recorded $59.5 million of impairment charges during the year ended December 31, 2020, which was recognized in Impairment of goodwill and intangible assets in the Consolidated Statements of (Loss) Income. The fair value of goodwill was classified as Level 3 in the fair value hierarchy. See Note 12 Fair Value Measurement for further discussion.

As of December 31, 2020 the Company performed a qualitative, rather than a quantitative, assessment to determine whether it is more likely than not that the fair value of a reporting unit was less than its carrying amount.  Generally, the more-likely-than-not-threshold is a greater than 50% likelihood that the fair value of a reporting unit is greater than the carrying value. In performing the qualitative analysis, the Company considered various factors, including the Company’s stock price as of December 31, 2020 and the reporting units’ actual results compared to projections used in the August 31, 2020 goodwill impairment analysis. Based on this qualitative analysis, the Company concluded there was no further impairment testing required. If the impacts from COVID-19 exceed the Company’s current expectations, additional impairment charges could be recorded in future periods.

12. Fair Value Measurement

Fair Value Measurements-Recurring Basis

In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. Applicable accounting literature establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The fair value hierarchy is based on observable or unobservable inputs to valuation techniques that are used to measure fair value. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions. Applicable accounting literature defines levels within the hierarchy based on the reliability of inputs as follows:

• Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.

• Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data.

• Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

Cash and cash equivalents are financial assets measured at fair value on a recurring basis. See Note 1. Significant Accounting Policies and Practices for further discussion. Interest rate collars are financial liabilities measured at fair value on a recurring basis. See Note 13. Borrowing Arrangements for further discussion.

Nonrecurring Fair Value Measurements

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Certain assets are measured at fair value on a nonrecurring basis, generally as a result of acquisitions or the remeasurement of assets resulting in impairment charges. The purchase price of business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the excess recorded as goodwill. The Company utilizes Level 3 inputs in the determination of the initial fair value using certain assumptions. See Note 3. Acquisition for further discussion.

Non-financial assets, such as goodwill, intangible assets, and leasehold improvements, equipment and construction in progress are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value when impairment is recognized. The Company assesses the impairment of intangible assets annually or whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. The fair value of the Company’s goodwill and intangible assets are not estimated if there is no change in events or circumstances that indicate the carrying amount of the goodwill and intangible assets may not be recoverable.

For those assets and asset groups for which impairment was recorded, the fair value as of the measurement date, net book value as of December 31, 2020 and related impairment charges during the year ended December 31, 2020 were as follows:

		As of Measurement Date				As of December 31, 2020
(millions)	Measurement Date	Impairment Charge		Fair Value Measurement (Level 3)		Net Book Value of Assets Assessed for Impairment
ROU assets	March 31, 2020	$	77.5	$	147.4
ROU assets	June 30, 2020		16.7		26.2
ROU assets	September 30, 2020		1.6		1.6
ROU assets	December 31, 2020		2.9		5.0
Total of ROU assets impaired			98.7		180.2		121.4
Goodwill - Aviation reporting unit	August 31, 2020		59.5		149.5		149.5
Proprietary know how	June 30, 2020		3.7		3.9
Customer relationships	August 31, 2020		69.2		4.6
Trade names and trademarks	August 31, 2020		2.9		0.5
Total Other intangible assets, net			75.8		9.0		8.3

There were no impairment charges during the years ended December 31, 2019 and 2018.

Financial Instruments Not Measured at Fair Value

The fair value of the Senior Credit Facility and other obligations approximates the carrying amount due to variable interest rates and would be classified as Level 2. See Note 13. Borrowing Arrangements for further information.

13. Borrowing Arrangements

Long-term borrowings, as of December 31, 2020 and 2019, were as follows:

		Amount Outstanding
		December 31,
(millions)	Maturity Date	2020			2019
Senior Credit Facility, net of original discount on borrowings (1)	November 30, 2023	$	332.3		$	347.5
Other borrowings	Various		31.5			23.1
Deferred financing costs			(1.7	)		(1.6	)
Total obligations under Senior Credit Facility and other borrowings			362.1			369.0
Less: Current portion of obligations under Senior Credit Facility and other borrowings			25.0			17.9
Total long-term obligations under Senior Credit Facility and other borrowings		$	337.1		$	351.1

(1) Includes discount on borrowings of $0.9 million and $1.2 million for the years ended December 31, 2020 and 2019, respectively.

At December 31, 2020, the future maturities of debt, including capitalized leases, were as follows:

(millions)
2021	$	26.3
2022		23.6
2023		305.7
2024		3.1
2025		1.4
Thereafter		4.6
Total	$	364.7

Senior Credit Facility

On February 16, 2021 (the “Fourth Amendment Effective Date”), the Company entered into a fourth amendment (the “Fourth Amendment”) to the Company’s credit agreement (as amended prior to the Fourth Amendment Effective Date (as defined below), the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as Administrative Agent, swing-line lender and a letter of credit issuer; Wells Fargo Bank, N.A., as syndication agent; BMO Harris Bank N.A.,

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JPMorgan Chase Bank, N.A., KeyBank National Association and U.S. Bank National Association, as co-documentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners; and the lenders party thereto (the “Lenders”), pursuant to which the Lenders have made available to the Company a senior secured credit facility (the “Senior Credit Facility”). Prior to the Fourth Amendment Effective Date and pursuant to the third amendment (the “Third Amendment”) to our credit agreement, which was entered into on May 6, 2020, the Senior Credit Facility permitted aggregate borrowings of $595.0 million consisting of (i) a revolving credit facility of up to $370.0 million at any time outstanding, which includes a letter of credit facility that is limited to $100.0 million at any time outstanding, and (ii) a term loan facility of $225.0 million (the entire principal amount of which the Company drew on November 30, 2018). Pursuant to the Credit Agreement as amended by the Fourth Amendment (the “Amended Credit Agreement”), the aggregate commitments under the revolving credit facility decreased by $45.0 million to $325.0 million.

Borrowings under the Senior Credit Facility bear interest, at the Company’s option, at a rate per annum based on the Company’s consolidated total debt to EBITDA ratio for the 12-month period ending as of the last day of the immediately preceding fiscal quarter, determined in accordance with (i) the applicable pricing levels set forth in the Credit Agreement (the “Applicable Margin”) for London Interbank Offered Rate (“LIBOR”) loans, subject to a “floor” on LIBOR of 1.00%, or a comparable or successor rate to LIBOR approved by Bank of America, plus the applicable LIBOR rate, or (ii) the Applicable Margin for base rate loans plus the highest of (x) the federal funds rate plus 0.5%, (y) the Bank of America prime rate and (z) a daily rate equal to the applicable LIBOR rate plus 1.0%, except that the Third Amendment provided that, for the period from May 6, 2020 until the date on which the Company delivers a compliance certificate for the fiscal quarter ending June 30, 2021, (i) the interest rate applicable to both the term loan and revolving credit facilities was fixed at LIBOR plus 2.75% per annum and (ii) the per annum rate applicable to unused revolving credit facility commitments was fixed at 0.375% (the “Fixed Margin Rates”). Pursuant to the Fourth Amendment, the application of the Fixed Margin Rates was extended until the date on which the Company delivers a compliance certificate for the fiscal quarter ending June 30, 2022.

Also pursuant to the Fourth Amendment, (a) the Company is subject to a liquidity test that requires the Company to have liquidity of at least $40.0 million at each of March 31, 2021 and June 30, 2021, (b) the Company is subject to a requirement that, at any time cash on hand exceeds $40.0 million for a period of three consecutive business days, the Company must repay revolving loans in an amount equal to such excess. Certain other negative and financial covenants were amended, which included restrictions on certain Investments, Permitted Acquisitions, Restricted Payments and Prepayments of Subordinated Debt (each as defined in the Amended Credit Agreement and described in the Fourth Amendment), through the delivery of the compliance certificate for the fiscal quarters ending March 31, 2022 or June 30, 2022, as applicable.

Prior to the Fourth Amendment Effective Date, the Company was required to maintain a maximum consolidated total debt to EBITDA ratio of between 5.50:1.0 and 3.50:1.0 (with such ratio being waived for the fiscal quarter ended June 30, 2020 and with certain step-ups and step-downs described in, and as calculated in accordance with, the Credit Agreement that were amended under the Fourth Amendment). In addition, the Company was required to maintain a minimum consolidated fixed charge coverage ratio of not less than 3.50:1.0 (with certain step-ups and step-downs described in the Credit Agreement that were amended under the Fourth Amendment). Under the terms of the Fourth Amendment, the maximum consolidated debt to EBITDA ratio will be waived for the quarters ending March 31, 2021 and June 30, 2021. As of December 31, 2020, the maximum total debt to EBITDA ratio (as calculated in accordance with the Amended Credit Agreement) required the Company to maintain a maximum ratio of not greater than 4.75:1.0. Starting with the quarter ending September 30, 2021, the Company will be required to maintain a maximum consolidated total debt to EBITDA ratio (as calculated in accordance with the Fourth Amendment) of not greater than 5.25:1.0 (with certain step-downs described in the Amended Credit Agreement). As of December 31, 2020, the Company was required to maintain a minimum consolidated fixed coverage ratio of not less than 2.50:1.0 (as calculated in accordance with the Amended Credit Agreement). Beginning with the quarter ending March 31, 2021, the Company will be required to maintain a minimum consolidated fixed coverage ratio of not less than 1.60:1:0 (with certain step-ups and step-downs described in the Amended Credit Agreement). On March 31, 2021 and June 30, 2021 only, the Company must maintain $40.0 million of Minimum Liquidity (as described in the Amended Credit Agreement).

The Company incurred approximately $1.2 million for fees and other customary closing costs in connection with the Amended Credit Agreement.

Under the terms of the Amended Credit Agreement, term loans under the Senior Credit Facility are subject to scheduled quarterly payments of principal in installments equal to 1.25% of initial aggregate principal amount of such term loan through the first quarter of 2021 and will increase to 1.875% thereafter.

Events of default under the Credit Agreement include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, the occurrence of any cross default event, non-compliance with other loan documents, the occurrence of a change of control event, and bankruptcy and other insolvency events. If an event of default occurs and is continuing, the Administrative Agent can, with the consent of the required Lenders, among others (i) terminate the commitments under the Credit Agreement, (ii) accelerate and require the Company to repay all the outstanding amounts owed under the Credit Agreement, and (iii) require the Company to cash collateralize any outstanding letters of credit.

Each wholly owned domestic subsidiary of the Company (subject to certain exceptions set forth in the Credit Agreement) has guaranteed all existing and future indebtedness and liabilities of the other guarantors and the Company arising under the Credit Agreement. The Company’s obligations under the Credit Agreement and such domestic subsidiaries’ guaranty obligations are secured by substantially all of their respective assets. The Senior Credit Facility matures on November 30, 2023. The proceeds from the Senior Credit Facility may be used to finance working capital, capital expenditures and acquisitions, as well as for other general corporate purposes. The Amended Credit Agreement did not change the guarantors, collateral, maturity date or permitted uses of proceeds, except as otherwise described above. million for fees and other customary closing costs in connection with the Amended Credit Agreement.

The Company incurred approximately $1.7 million for fees and other customer closing costs in connection with the Third Amendment, which the Company entered into on May 6, 2020.

As of December 31, 2020, the Company was in compliance with its debt covenants under the Amended Credit Agreement.

At December 31, 2020, the Company had $49.0 million of letters of credit outstanding under the Senior Credit Facility and borrowings against the Senior Credit Facility aggregated to $333.2 million.

The weighted average interest rate on the Company's Senior Credit Facility and Former Restated Credit Facility was 3.6% and 3.4% for the years ended December 31, 2020 and 2019, respectively. The rate included all outstanding LIBOR contracts and letters of credit. The weighted average interest rate on outstanding borrowings, not including letters of credit, was 3.8% and 3.6% at December 31, 2020 and 2019, respectively.

In connection with and effective upon the execution and delivery of the Credit Agreement on November 30, 2018, the Company recognized losses on extinguishment of debt relating to debt discount and debt issuance costs on the former credit facility. These losses were not significant.

66

Interest Rate Collars

The Company seeks to minimize risks from interest rate fluctuations in the ordinary course of business through the use of interest rate collar contracts. Interest rate collars, which are considered derivative instruments, are used to manage interest rate risk associated with the Company’s floating rate debt. The Company accounts for its derivative instruments at fair value. Derivatives held by the Company are usually designated as hedges of specific exposures at inception, with an expectation that changes in the fair value will essentially offset the change in the underlying exposure. Discontinuance of hedge accounting is required whenever it is subsequently determined that an underlying transaction is not going to occur, with any gains or losses recognized in the Consolidated Statements of (Loss) Income on a straight-line basis over the life of the original designation period, with any subsequent changes in fair value recognized in earnings. In May 2019, the Company entered into three-year interest rate collar contracts with an aggregate notional amount of $222.3 million and maturity dates of April 2022. The interest rate collars were used to manage interest rate risk associated with variable interest rate borrowings under the Credit Agreement. The interest rate collars establish a range where the Company will pay the counterparties if the one-month LIBOR rate falls below the established floor rate, and the counterparties will pay the Company if the one-month LIBOR rate exceeds the established ceiling rate of 2.5%. The interest collars settle monthly through the termination date of April 2022. No payments or receipts are exchanged on the interest rate collar contracts unless interest rates rise above or fall below the pre-determined ceiling or floor rates. The notional amount amortized consistently with the term loan portion of the Senior Credit Facility under the Credit Agreement prior to the Third Amendment. The fair value of interest rate collars is a Level 2 fair value measurement, as the fair value was determined based on quoted prices of similar items in active markets. For the year ended December 31, 2020, a liability for Interest rate collars of $3.1 million was included in Other noncurrent liabilities in the Consolidated Balance Sheets and for the year ended December 31, 2019, a liability for Interest rate collars of $0.6 million was included in Accrued and other current liabilities in the Consolidated Balance Sheets. The interest rate collars were classified as cash flow hedges through May 5, 2020.

On May 6, 2020, concurrent with entering into the Third Amendment, the Company de-designated the three-year interest rate collars. Prior to de-designation, the effective portion of the change in the fair value of the interest rate collars was reported in Accumulated other comprehensive loss. Upon de-designation, the balance in Accumulated other comprehensive loss is being reclassified to Other income (expense) in the Consolidated Statements of (Loss) Income on a straight-line basis through April 2022, which is over the remaining life for which the interest rate collars had previously been designated as cash flow hedges. Changes in the fair value of the interest rate collars after de-designation are included within Other income (expense) in the Consolidated Statements of (Loss) Income. For the year ended December 31, 2020, $1.6 million of interest was paid for the interest rate collars.

See Note 18. Comprehensive (Loss) Income for the amount of (loss) gain recognized in Other Comprehensive (loss) income on the interest rate collars and the loss reclassified from Accumulated other comprehensive loss to the Consolidated Statements of (Loss) Income for the years ended December 31, 2020 and 2019.

Summarized information about the Company’s interest rate collars was as follows:

Interest Rate Collars
December 31, 2020
		Interest Rate Parameters
(millions)	Maturity Date	Notional Amount		LIBOR Ceiling			LIBOR Floor
Collar 1	April 2022	$	74.1		2.5	%		1.2	%
Collar 2	April 2022		74.1		2.5	%		1.3	%
Collar 3	April 2022		74.1		2.5	%		1.4	%
Total		$	222.3

Subordinated Convertible Debentures

The Company acquired Subordinated Convertible Debentures ("Convertible Debentures") as a result of the October 2, 2012 acquisition of Central Parking Corporation. The subordinated debenture holders have the right to redeem the Convertible Debentures for $19.18 per share before their stated maturity (April 1, 2028) or upon acceleration or earlier repayment of the Convertible Debentures. There were no redemptions of Convertible Debentures during the years ended December 31, 2020 and 2019, respectively. The approximate redemption value of the Convertible Debentures outstanding at each of December 31, 2020 and December 31, 2019 was $1.1 million.

14. Stock Repurchase Program

In May 2016, the Board authorized the Company to repurchase, on the open market, shares of the Company's outstanding common stock in an amount not to exceed $30.0 million. Under this program, the entire authorized amount was applied to repurchase 988,767 shares of common stock at an average price of $30.30 resulting in completion of the program in August 2019.

In July 2019, the Board authorized the Company to repurchase, on the open market, shares of the Company's outstanding common stock in an amount not to exceed $50.0 million in aggregate. Under this program, the Company repurchased 393,975 shares of common stock through December 31, 2020, at an average price of $38.78.

In March 2020, the Board authorized the Company to repurchase, on the open market, shares of the Company’s outstanding common stock in an amount not to exceed $50.0 million in aggregate. During the year ended December 31, 2020, no shares had been repurchased under this program.

67

As of December 31, 2020, $50.0 million and $9.4 million remained available for repurchase under the March 2020 and July 2019 stock repurchase programs, respectively. Under the programs, repurchases of the Company's common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades or by other means in accordance with Rules 10b-18, to the extent relied upon, and 10b5-1 under the Exchange Act at times and prices considered to be appropriate at the Company's discretion. The stock repurchase programs do not obligate the Company to repurchase any particular amount of common stock, have no fixed termination date, and may be suspended at any time at the Company's discretion. On March 10, 2020 and continuing through December 31, 2020, in order to improve the Company's liquidity during the COVID-19 pandemic, the Company suspended repurchases under the stock repurchase programs.

Share repurchase activity under the stock repurchase programs for the years ended December 31, 2020 and 2019 was as follows:

(millions, except for share and per share data)	December 31, 2020		December 31, 2019
Total number of shares repurchased		393,975		1,335,584
Average price paid per share	$	38.78	$	35.83
Total value of stock repurchased	$	15.3	$	47.9

The remaining authorized repurchase amounts in the aggregate under the July 2019 and March 2020 repurchase programs as of December 31, 2020 was as follows:

(millions)	December 31, 2020
Total authorized repurchase amount	$	100.00
Total value of shares repurchased		40.6
Total remaining authorized repurchase amount	$	59.4

15. Income Taxes

(Loss) earnings before income taxes during the years ended December 31, 2020, 2019 and 2018 was as follows:

	Year Ended December 31,
(millions)	2020			2019		2018
United States	$	(240.1	)	$	69.7	$	74.9
Foreign		(0.3	)		1.4		1.1
Total	$	(240.4	)	$	71.1	$	76.0

The components of income tax (benefit) expense during the years ended December 31, 2020, 2019 and 2018 were as follows:

	Year Ended December 31,
(millions)	2020			2019			2018
Current provision
U.S. federal	$	(15.3	)	$	9.6		$	9.9
Foreign		0.2			0.9			1.0
State		0.1			4.7			7.4
Total current		(15.0	)		15.2			18.3
Deferred provision
U.S. federal		(40.7	)		2.9			1.3
Foreign		—			(0.1	)		(0.3	)
State		(11.8	)		1.4			0.3
Total deferred		(52.5	)		4.2			1.3
Income tax (benefit) expense	$	(67.5	)	$	19.4		$	19.6

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for U.S. GAAP purposes and the amount used for income tax purposes.

68

Components of the Company's deferred tax assets and liabilities as of December 31, 2020 and 2019 were as follows:

	December 31,
(millions)	2020			2019
Deferred tax assets
Net operating loss carry forwards and tax credits	$	23.5		$	20.8
Lease liability		87.9			119.5
Accrued expenses		15.2			15.0
Accrued compensation		8.4			9.2
Depreciation		17.2			—
Other		3.4			1.4
Total gross deferred tax assets		155.6			165.9
Valuation allowances		(10.7	)		(8.3	)
Total deferred tax assets		144.9			157.6
Deferred tax liabilities
Prepaid expenses		(0.2	)		(0.1	)
Right of use asset		(62.8	)		(114.9	)
Undistributed foreign earnings		(0.2	)		—
Depreciation and amortization		—			(0.7	)
Goodwill amortization		(13.0	)		(26.2	)
Equity investments in unconsolidated entities		(4.9	)		(5.1	)
Total deferred tax liabilities		(81.1	)		(147.0	)
Net deferred tax asset	$	63.8		$	10.6

Changes affecting the valuation allowances on deferred tax assets during the years ended December 2020, 2019, and 2018 were as follows:

	December 31,
(millions)	2020		2019		2018
Beginning Balance	$	8.3	$	8.1	$	7.1
Current year expense		2.4		0.2		1.0
Ending Balance	$	10.7	$	8.3	$	8.1

The accounting guidance for accounting for income taxes requires that the Company assess the realizability of deferred tax assets at each reporting period. These assessments generally consider several factors including the reversal of existing temporary differences, projected future taxable income and potential tax planning strategies. The Company has valuation allowances of $10.7 million and $8.3 million as of December 31, 2020 and 2019, respectively, primarily related to our state Net Operating Loss carryforwards ("NOLs"), foreign tax credits and state tax credits that the Company believes are not likely to be realized based on its estimates of future state taxable income, limitations on the uses of its state NOLs and the carryforward life over which the state tax benefit is realized.

The Company recognized excess tax benefits of $0.1 million and $0.5 million during the years ended December 31, 2020 and 2019, respectively, and as a result of the required adoption of ASU 2016-09 – Improvements to Employee Share-based Payment Accounting, the Company's effective tax rate may have increased volatility.

The Company has $20.5 million of tax effected state NOLs as of December 31, 2020, which will expire in the years 2021 through 2040. As noted above, the utilization of NOLs of the Company are limited.

A reconciliation of the Company's reported income tax provision to the amount computed by multiplying earnings before income taxes by statutory United States federal income tax rate during the years ended December 31, 2020, 2019 and 2018 was as follows:

	Year Ended December 31,
(millions)	2020			2019			2018
Tax at statutory rate	$	(50.5	)	$	14.9		$	16.0
Permanent differences		0.7			0.8			0.2
State taxes, net of federal benefit		(13.9	)		4.5			6.3
Effect of foreign tax rates		0.4			0.6			0.6
Federal net operating loss carryback rate differential		(6.1	)		—			—
Effect of 2017 Tax Act		—			—			(1.5	)
Noncontrolling interest		—			(0.6	)		(0.7	)
Current year adjustment to deferred taxes		—			0.8			0.4
Recognition of tax credits		(0.5	)		(1.8	)		(2.7	)
		(69.9	)		19.2			18.6
Change in valuation allowance		2.4			0.2			1.0
Income tax (benefit) expense	$	(67.5	)	$	19.4		$	19.6
Effective tax rate		28.1	%		27.3	%		25.8	%

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Due to the Coronavirus Aid, Relief, and Economic Security Act in 2020, the Company will be able to carry back its current year taxable loss to the 2015 and 2016 tax years, which had a higher corporate tax rate. As a result, the Company recorded an income tax refund receivable of $15.4 as of December 31, 2020, which is included in Prepaid and other current assets within the Consolidated Balance Sheets.

Taxes paid were $2.4 million, $15.3 million and $15.3 million in the years ended December 31, 2020, 2019 and 2018, respectively.

The Company finalized its accounting for the income tax effects of the 2017 Tax Act during the year ended December 31, 2018 and recorded a tax benefit of $1.5 million for the transition tax on the mandatory deemed repatriation of foreign earnings.

The 2017 Tax Act also included a provision designed to tax Global Intangible Low Taxed Income (“GILTI”). The Company has elected the period cost method to account for any tax liability subject to GILTI. The GILTI amount recognized during the years ended December 31, 2020 and 2019 was not significant.

As of December 31, 2020 the Company had not identified any uncertain tax positions that would have a material impact on the Company's financial position.

The Company would recognize potential interest and penalties related to uncertain tax positions, if any, in income tax expense. The tax years that remain subject to examination for the Company's major tax jurisdictions as of December 31, 2020 were as follows:

2017 - 2020	United States - federal income tax
2016 - 2020	United States - state and local income tax
2016 - 2020	Foreign - Canada and Puerto Rico

16. Benefit Plans

Deferred Compensation Arrangements

The Company offers deferred compensation arrangements for certain key executives. Certain employees are offered supplemental pension arrangements, subject to their continued employment by the Company, in which the employees will receive a defined monthly benefit upon attaining age 65. At December 31, 2020 and 2019, the Company had $3.4 million and $3.6 million, respectively, recorded as Other noncurrent liabilities within the Consolidated Balance Sheets, representing the present value of the future benefit payments. Expenses related to these plans amounted to $0.2 million for both the years ended December 31, 2020 and 2019, and $0.4 for the year ended December 31, 2018.

The Company also has agreements with certain former key executives that provide for aggregate annual payments over periods ranging from 10 years to life, beginning when the executive retires or upon death or disability. Under certain conditions, the amount of deferred benefits can be reduced. Compensation cost was $0.3 million for both the years ended December 31, 2020 and 2019, and $0.2 million for the year ended December 31, 2020, 2018. As of December 31, 2020 and 2019, the Company had $2.2 million and $2.3 million, respectively, recorded as Other noncurrent liabilities within the Consolidated Balance Sheets, associated with these agreements.

Life insurance contracts with a face value of approximately $4.8 million and $5.4 million as of December 31, 2020 and 2019 have been purchased to fund, as necessary, the benefits under the Company's deferred compensation agreements. The cash surrender value of the life insurance contracts was approximately $3.4 million and $3.8 million as of December 31, 2020 and 2019, respectively, and classified as Other noncurrent assets, net, within the Consolidated Balance Sheets. The plan is a non-qualified plan and not subject to ERISA funding requirements.

Defined Contribution Plans

The Company sponsors savings and retirement plans whereby the participants may elect to contribute a portion of their compensation to the plans. The plan is a qualified defined contribution plan 401(k). The Company historically had contributed an amount in cash or other property as a Company match equal to 50% of the first 6% of contributions as they occur. As a result of COVID-19, during the second quarter of 2020, the Company suspended the Company match under the plan. The Company plans to reinstitute the Company match once the impacts of COVID-19 have subsided. Expenses related to the Company's 401(k) match amounted to $0.9 million, $2.0 million, and $2.1 million during the years ended December 31, 2020, 2019 and 2018, respectively.

The Company also offers a non-qualified deferred compensation plan to those employees whose participation in the 401(k) plan is limited by statute or regulation. This plan allows certain employees to defer a portion of their compensation, limited to a maximum of $0.1 million per year, to be paid to the participants upon separation of employment or distribution date selected by employee. To support the non-qualified deferred compensation plan, the Company has elected to purchase Company Owned Life Insurance ("COLI") policies on certain plan participants. The cash surrender value of the COLI policies is designed to provide a source for funding the non-qualified deferred compensation liability. As of December 31, 2020 and 2019, the cash surrender value of the COLI policies was $20.3 million and $17.3 million, respectively, and classified as Other noncurrent assets, net, within the Consolidated Balance Sheets. The liability for the non-qualified deferred compensation plan is included in Other noncurrent liabilities within the Consolidated Balance Sheets and was $20.3 million and $20.4 million as of December 31, 2020 and 2019, respectively. As a result of COVID-19, during the second quarter of 2020, the Company suspended participation in the non-qualified deferred compensation plan. The Company reinstituted the participation for employees in the non-qualified deferred compensation plan as of January 1, 2021.

Multi-Employer Defined Benefit and Contribution Plans

The Company contributes to a number of multiemployer defined benefit plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

• Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

• If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

• If the Company chooses to stop participating in one of its multiemployer plans, it may be required to pay the plan an amount based on the underfunded status of the plan, referred to as withdrawal liability.

70

The Company's contributions represented more than 5% of total contributions to the Teamsters Local Union No. 727 and Local 272 Labor Management Benefit Funds for the plan years ending February 28, 2020 and November 30, 2020, respectively. The Company does not represent more than five percent to any other fund. The Company's participation in these plans for the annual periods ended December 31, 2020, 2019 and 2018, is discussed in the table below. The "EIN/Pension Plan Number" column provides the Employee Identification Number ("EIN") and the three-digit plan number, if applicable. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The "FIP/RP Status Pending/Implementation" column indicates plans for which a Financial Improvement Plan ("FIP") or a Rehabilitation Plan ("RP") is either pending or has been implemented. Finally, the "Expiration Date of Collective Bargaining Agreement" column lists the expiration dates of the agreements to which the plans are subject.

Zone

Status

Pension Protection

as of the

Expiration

EIN/

Zone Status

Contributions (millions)

Most

Date of

Pension

FIP/FR

Recent

Collective

Plan

Pending

Surcharge

Annual

Bargaining

Pension

Number

2020

2019

2018

Implementation

2020

2019

2018

Imposed

Report

Agreement

Teamsters Local Union 727

36-61023973

Green

Green

Green

N/A

$

0.3

$

3.1

$

3.2

No

2020

10/31/2021

Local 272 Labor Management

13-5673836

Green

Green

Green

N/A

$

1.1

$

1.3

$

1.5

No

2020

3/5/2021

Net expenses for contributions not reimbursed by clients and related to multiemployer defined benefit and defined contribution benefit plans were $1.2 million, $2.0 million and $2.1 million for the years ended December 31, 2020, 2019 and 2018, respectively.

The Company currently does not have any intentions to cease participating in these multiemployer pension plans.

17. Bradley Agreement

In February 2000, the Company, through a partnership agreement with a minority partner (the “Partnership”), entered into a 25-year agreement (the "Bradley Agreement") with the State of Connecticut (the “State”) that was due to expire on April 6, 2025, under which the Company would operate garage and surface parking spaces at Bradley International Airport (“Bradley”) located in the Hartford, Connecticut metropolitan area.

Under the terms of the Bradley Agreement, the parking garage was financed through the issuance of State of Connecticut special facility revenue bonds and provided that the Company deposited, with the trustee for the bondholders, all gross revenues collected from operations of the garage and surface parking. From those gross revenues, the trustee paid debt service on the special facility revenue bonds outstanding, operating and capital maintenance expenses of the garage and surface parking facilities, and specific annual guaranteed minimum payments to the State. All of the cash flows from the parking facilities were pledged to the security of the special facility revenue bonds and were collected and deposited with the bond trustee. Each month the bond trustee made certain required monthly distributions, which were characterized as “Guaranteed Payments.” To the extent the monthly gross receipts generated by the parking facilities were not sufficient for the bond trustee to make the required Guaranteed Payments, the Company was obligated to deliver the deficiency amount to the bond trustee, with such deficiency payments representing interest bearing advances to the bond trustee. 

On June 30, 2020, the Company and the State agreed to terminate the Bradley Agreement, with an effective date of May 31, 2020 (the “Termination Agreement”). The Company then entered into a management type contract with the Connecticut Airport Authority, effective June 1, 2020 (“Bradley Management Agreement”), under which the Company will provide the same parking services for Bradley.  

Under the terms of the Bradley Management Agreement, the Company is no longer required to make deficiency payments. In addition, other than the contingent consideration discussed below, the Company has no other ongoing obligations under the Bradley Agreement.

The total deficiency repayments (net of payments made), interest and premium received and recognized under the Bradley Agreement for the years ended December 31, 2020, 2019 and 2018 were as follows:

	Year Ended December 31
(millions)	2020		2019		2018
Deficiency repayments	$	0.1	$	3.8	$	3.9
Interest		0.1		1.0		0.9
Premium		—		0.4		0.3

Deficiency payments made under the Bradley Agreement were recorded as an increase in Cost of services - management type contracts and deficiency repayments, interest and premium received under the Bradley Agreement were recorded as reductions to Cost of services - management type contracts. The reimbursement of principal, interest and premium was recognized when received.

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On June 30, 2020, concurrent with the termination of the Bradley Agreement and effective as of May 31, 2020, the Company entered into an agreement to purchase the minority partners’ share in the Partnership previously established to execute the Bradley Agreement for a total cash consideration of $1.7 million. The consideration was paid in cash during the year ended December 31, 2020. Under the terms of the Termination Agreement, the Company may be required to pay additional consideration (“contingent consideration”) to the minority partner, that is contingent on the performance of the operations of Bradley. The contingent consideration is not capped and if any, would be payable to the minority partner in April 2025. Based on a probability weighting of potential payouts, the criteria to accrue for such potential payments had not been met and the contingent consideration was estimated to have no fair value as of December 31, 2020. The Company will continue to evaluate the criteria for making these payments in the future and accrue for such potential payments if deemed necessary.

18. Comprehensive (Loss) Income

The components of accumulated other comprehensive (loss) income and income tax benefit allocated to each component for the years ended December 31, 2020, 2019, and 2018 were as follows:

	2020									2019									2018
(millions)	Before Tax Amount			Income Tax			Net of Tax Amount			Before Tax Amount			Income Tax			Net of Tax Amount			Before Tax Amount			Income Tax		Net of Tax Amount
Translation adjustments	$	0.1		$	—		$	0.1		$	0.1		$	—		$	0.1		$	(0.6	)	$	—	$	(0.6	)
Change in fair value of interest rate collars		(2.5	)		(0.7	)		(1.8	)		(0.6	)		(0.2	)		(0.4	)		—			—		—
Other Comprehensive (loss) income	$	(2.4	)	$	(0.7	)	$	(1.7	)	$	(0.5	)	$	(0.2	)	$	(0.3	)	$	(0.6	)	$	—	$	(0.6	)

The changes to accumulated other comprehensive loss by component for the years ended December 31, 2020, 2019, and 2018, were as follows:

							Total
	Foreign			Change in Fair			Accumulated
	Currency			Value			Other
	Translation			of Interest Rate			Comprehensive
(millions)	Adjustments			Collars			Loss
Balance as of January 1, 2018	$	(1.2	)	$	—		$	(1.2	)
Other comprehensive loss before reclassification		(0.6	)		—			(0.6	)
Cumulative effect of change in accounting principle (1)		(0.6	)		—			(0.6	)
Balance as of December 31, 2018		(2.4	)		—			(2.4	)
Other comprehensive (loss) income before reclassification		0.1			(0.4	)		(0.3	)
Balance as of December 31, 2019		(2.3	)		(0.4	)		(2.7	)
Other comprehensive (loss) income before reclassification		0.1			(2.9	)		(2.8	)
Amounts reclassified from accumulated other comprehensive loss		—			1.1			1.1
Balance as of December 31, 2020	$	(2.2	)	$	(2.2	)	$	(4.4	)

(1) Refer to Note 1, Significant Accounting Policies and Practices for additional information on the Company's adoption of ASU 2018-02.

Reclassifications from accumulated other comprehensive loss for the years ended December 31, 2020, 2019, and 2018 were as follows:

(millions)	2020		2019		2018		Classification in the Consolidated Statements of (Loss) Income
Interest Rate Collars:
Net realized loss	$	1.5	$	—	$	—	Other expenses
Reclassifications before tax		1.5		—		—
Income tax benefit		0.4		—		—
Reclassifications, net of tax	$	1.1	$	—	$	—

19. Legal Proceedings

The Company is subject to litigation in the normal course of its business. The outcomes of legal proceedings and claims brought against the Company and other loss contingencies are subject to significant uncertainty. The Company accrues a charge against income when its management determines that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, the Company accrues for the authoritative judgments or assertions made against the Company by government agencies at the time of their rendering regardless of its intent to appeal. In addition, the Company is from time-to-time party to litigation, administrative proceedings and union grievances that arise in the normal course of business, and occasionally pays amounts to resolve claims or alleged violations of regulatory requirements. There are no "normal course" matters that separately or in the aggregate, would, in the opinion of management, have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

In determining the appropriate accounting for loss contingencies, the Company considers the likelihood of loss or the incurrence of a liability, as well as the Company’s ability to reasonably estimate the amount of potential loss. The Company regularly evaluates current information available to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a potential loss or a range of potential loss involves significant estimation and judgment.  During the year ended December 31, 2020, the Company recorded $6.0 million in reserves related to legal matters.

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20. Segment Information

Segment information is presented in accordance with a “management approach,” which designates the internal reporting used by the Company's Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as the source of the Company’s reportable segments. The Company’s segments are organized in a manner consistent with which discrete financial information is available and evaluated regularly by the CODM in deciding how to allocate resources and assess performance.

An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur expenses, and about which separate financial information is regularly evaluated by the CODM. The CODM is the Company’s chief executive officer.

Each of the operating segments are directly responsible for revenue and expenses related to their operations including direct segment administrative costs. Finance, information technology, human resources and legal are shared functions that are not allocated back to the two operating segments. The CODM assesses the performance of each operating segment using information about its revenue and gross profit as its primary measure of performance, but does not evaluate segments using discrete asset information. There are no inter-segment transactions and the Company does not allocate other income, interest expense, depreciation and amortization or income taxes to the operating segments. The accounting policies for segment reporting are the same as for the Company as a whole.

In July 2020, the Company changed its internal reporting segment information reported to the CODM. Certain hospitality locations previously reported under Aviation are now included in Commercial. All prior year amounts have been reclassified to conform to the Company’s current reporting structure.

• Commercial encompasses the Company's services in healthcare facilities, municipalities, including meter revenue collection and enforcement services, government facilities, hotels, commercial real estate, residential communities, retail, colleges and universities, as well as ancillary services such as shuttle and ground transportation services, valet services, taxi and livery dispatch services and event planning, including shuttle and transportation services.

• Aviation encompasses the Company's services in aviation (i.e., airports, airline and certain hospitality clients with baggage and parking services) as well as ancillary services, which includes shuttle and ground transportation services, valet services, baggage handling, baggage repair and replacement, remote air check-in services, wheelchair assist services and other services.

• "Other" consists of ancillary revenue that is not specifically identifiable to Commercial or Aviation and certain unallocated items, such as and including prior year insurance reserve adjustments and other corporate items.

Revenues and gross profit by operating segment for the years ended December 31, 2020, 2019 and 2018 were as follows:

	Year Ended December 31,
(millions)	2020			Gross Margin Percentage			2019		Gross Margin Percentage			2018 (1)		Gross Margin Percentage
Services revenue
Commercial
Lease type contracts	$	180.2					$	377.3				$	386.2
Management type contracts		212.1						264.6					249.4
Total Commercial		392.3						641.9					635.6
Aviation
Lease type contracts		8.6						30.7					27.0
Management type contracts		140.5						251.8					101.2
Total Aviation		149.1						282.5					128.2
Other
Lease type contracts		0.6						0.9					0.7
Management type contracts		7.0						9.6					10.9
Total Other		7.6						10.5					11.6
Reimbursed management type contract revenue		537.9						728.8					693.0
Total services revenue	$	1,086.9					$	1,663.7				$	1,468.4
Gross profit
Commercial
Lease type contracts		(10.4	)		(5.8	)%		29.5		7.8	%		25.8		6.7	%
Management type contracts		80.1			37.8	%		104.1		39.3	%		98.3		39.4	%
Lease impairment		(97.1	)	N/M				—	N/M				—	N/M
Total Commercial		(27.4	)					133.6					124.1
Aviation
Lease type contracts		0.7			8.1	%		8.2		26.7	%		7.3		27.0	%
Management type contracts		39.9			28.4	%		66.2		26.3	%		31.9		31.5	%
Total Aviation		40.6						74.4					39.2
Other
Lease type contracts		4.1		N/M				4.3	N/M				3.2	N/M
Management type contracts		13.1		N/M				15.8	N/M				17.5	N/M
Total Other		17.2						20.1					20.7
Total gross profit	$	30.4					$	228.1				$	184.0

(1) The consolidated results of operations for the year ended December 31, 2018 includes Bags operating results for the period of November 30, 2018 through December 31, 2018.

N/M - Not Meaningful

73

EX-4.2

Exhibit 4.2

DESCRIPTION OF CAPITAL STOCK

The following summary of the rights of the capital stock of SP Plus Corporation (the “Company”) is not complete and is qualified in its entirety by reference to the Company’s second amended and restated certificate of incorporation, as amended (the “Company’s certificate of incorporation”), and fourth amended and restated bylaws, as amended (the “Company’s bylaws”), each of which are incorporated herein by reference as an exhibit to the Annual Report on Form 10-K (the “Form 10-K”) of which this Exhibit 4.2 is a part.

Authorized Capital Stock

Under the Company’s certificate of incorporation, the Company’s authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.01 par value per share.

Common Stock

Voting Rights

Holders of the Company’s common stock are entitled to one vote per share on all matters to be voted upon by the Company’s stockholders. The holders of the Company’s common stock are not entitled to cumulative voting rights with respect to the election of directors. Directors are elected by a plurality of the shares present in person or represented by proxy at the meeting of stockholders and entitled to vote on the election of directors.

Dividends

Subject to limitations under Delaware law and preferences that may apply to any outstanding shares of the Company’s preferred stock, holders of the Company’s common stock are entitled to receive ratably such dividends or other distribution, if any, as may be declared by the Company’s board of directors out of funds legally available therefor.

Liquidation

In the event of the Company’s liquidation, dissolution or winding up, holders of the Company’s common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to the liquidation preference of any then-outstanding preferred stock of the Company.

Rights and Preferences

The Company’s common stock has no preemptive, conversion or other rights to subscribe for additional securities. There are no redemption or sinking fund provisions applicable to the Company’s common stock. The rights, preferences and privileges of holders of the Company’s common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Company may issue in the future. No shares of the Company’s preferred stock were outstanding as of the date of the filing of the Form 10-K of which this Exhibit 4.2 is a part.

Fully Paid and Nonassessable

All outstanding shares of the Company’s common stock are fully paid and nonassessable.

Anti-Takeover Provisions

The provisions of the Company’s certificate of incorporation and bylaws and of the Delaware General Corporation Law (the “DGCL”) described below may have the effect of making it more difficult for a third party to acquire, or discouraging a third party from attempting to acquire, control of the Company.

Certificate of Incorporation and Bylaws Provisions

Special Meeting of Stockholders. The Company’s certificate of incorporation and bylaws provide that special meetings of the Company’s stockholders may be called only by (i) the chairperson of the board of directors, or (ii) the Company’s board of directors acting pursuant to a resolution adopted by a majority of the members of the board. The Company’s bylaws also include advance notice procedures and requirements for stockholder proposals to be brought before an annual meeting of the Company’s stockholders, including the nomination of directors.

Authorized But Unissued Shares. The authorized but unissued shares of the Company’s common stock and the Company’s preferred stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans.

Delaware Anti-Takeover Statute

The Company is subject to Section 203 of the DGCL, an anti-takeover statute that provides that, if a person acquires 15% or more of the voting stock of a Delaware corporation, such person becomes an “interested stockholder” and may not engage in certain “business combinations” with the corporation for a period of three years from the time such person acquired 15% or more of the corporation’s voting stock, unless (1) the board of directors approves the acquisition of stock or the merger transaction before the time that the person becomes an interested stockholder, (2) the interested stockholder owns at least 85% of the outstanding voting stock of the corporation at the time the merger transaction commences (excluding voting stock owned by directors who are also officers and certain employee stock plans) or (3) the merger transaction is approved by the board of directors and by the affirmative vote at a meeting, not by written consent, of stockholders of two-thirds of the holders of the outstanding voting stock that is not owned by the interested stockholder.

Exclusive Forum

The Company’s bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will be the exclusive forum for (1) any derivative action or proceeding brought on the Company’s behalf,

(2) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Company to the Company or its stockholders,

(3) any action asserting a claim against the Company or any director, officer or other employee of the Company pursuant to the DGCL, the Company’s certificate of incorporation or the Company’s bylaws or (4) any action asserting a claim against the Company or any director, officer or other employee of the Company governed by the internal affairs doctrine. Although the Company believes this provision provides increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against the Company and its directors, officers and other employees.

Limitation of Liability and Indemnification

Reference is made to Section 102(b)(7) of the DGCL, which permits a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for any breach of the director’s fiduciary duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s certificate of incorporation contains the provisions permitted by Section 102(b)(7) of the DGCL. If the DGCL is amended to authorize the further elimination or limitation of liability of directors, then the liability of a director of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by any amendment to the DGCL.

Reference is made to Section 145 of the DGCL, which provides that a corporation may indemnify any persons, including directors and officers, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of another corporation, or is or was serving at the request of such company as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interest and, with respect to any criminal actions or proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify directors and/or officers in an action or suit by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the director or officer is adjudicated to be liable to the company. Where a director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such director or officer actually and reasonably incurred. The Company’s certificate of incorporation and bylaws provide for indemnification of directors or officers of the Company to the fullest extent permitted by the provisions of Section 145 of the DGCL, as the same may be amended and supplemented.

The Company maintains director and officer liability insurance policies that cover certain liabilities of the Company’s directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers of the Company.

EX-10.1.4

Exhibit 10.1.4

FOURTH AMENDMENT

This FOURTH AMENDMENT, dated as of February 16, 2021 (this “Amendment”), is entered into by and among SP Plus Corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrower, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, have entered into that certain Credit Agreement, dated as of November 30, 2018 (as amended, modified, extended, restated or supplemented from time to time on or prior to the date hereof, the “Credit Agreement”); and

WHEREAS, the Borrower has requested the termination of the Temporary Revolving Commitments and certain other amendments to the Credit Agreement as more fully described herein; and

WHEREAS, the Required Lenders have agreed to such requested amendments as set forth below;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Termination of Temporary Revolving Commitments.  Pursuant to Section 2.06 of the Credit Agreement the Borrower hereby requests to permanently reduce the Revolving Facility to $325,000,000 by terminating the Temporary Revolving Commitments.  

2.Amendments.  The Credit Agreement, other than the Schedules and Exhibits thereto, is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underline text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Exhibit A hereto (the Credit Agreement, as so amended, the “Amended Credit Agreement”).

3.Conditions Precedent. This Amendment shall become effective as of the date hereof after each of the following conditions is satisfied (such date the “Effective Date”):

(a)receipt by the Administrative Agent of this Amendment duly executed by the Borrower, the Guarantors, the Required Lenders and Bank of America, N.A., as Administrative Agent; and

(b) the Administrative Agent, shall have received payment of all fees and expenses, if any, owing pursuant to (a) any fee letter executed in connection herewith and, (b) to the extent invoiced at least one Business Day prior to the Effective Date, the Credit Agreement (including without limitation the reasonable and documented legal fees and expenses of the Administrative Agent owing in connection with this Amendment).

4.Miscellaneous.

(a)The Credit Agreement and the other Loan Documents and the obligations of the Loan Parties thereunder are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Amendment shall constitute a Loan Document.

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(b)Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.

(c)The Loan Parties hereby represent and warrant on the date hereof as follows:

(i)The Loan Parties have taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment.

(ii)This Amendment has been duly executed and delivered by each Loan Party and constitutes each such Loan Party’s legal, valid and binding obligations, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium or other laws affecting the enforceability of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(iii)No approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by the Borrower or any Guarantor of this Amendment, other than, in each case, (A) those approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, and (B) those approvals, consents, exemptions, authorizations, actions, notices and filings the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

(d)The Loan Parties represent and warrant to the Lenders on the date hereof that (i) the representations and warranties of each Loan Party set forth in the Credit Agreement (as amended by this Amendment) and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by Material Adverse Effect or other materiality, in which case, it is true and correct in all respects) with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case, such representations and warranties was true and correct in all material respects (except to the extent any such representation and warranty is qualified by Material Adverse Effect or other materiality, in which case, it was true and correct in all respects) as of such earlier date) and (ii) after giving effect to this Amendment, no Default or Event of Default exists and is continuing, or would immediately result from this Amendment.

(e)This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by fax or e-mail shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

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(f)

THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

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Each of the parties hereto has caused a counterpart of this Fourth Amendment to be duly executed and delivered as of the date first above written.

BORROWER:SP PLUS CORPORATION,

a Delaware corporation

By:/s/KRISTOPHER H ROY

Name:Kristopher H. Roy

Title:Chief Financial Officer and Treasurer

GUARANTORS:Atlanta Provisions, LLC,

a Florida limited liability company

Austin Bergstrom Transfer, LLC,

a Florida limited liability company

Baggage Airline Guest Services, Inc.,

a Florida corporation

Bags for Cruises, LLC,

a Florida limited liability company

Bags of Florida, LLC,

a Florida limited liability company

Bags of Georgia, LLC,

a Florida limited liability company

Bags of Nevada, LLC,

a Nevada limited liability company

Bags Parking Services LLC,

a Florida limited liability company

Baltimore Distribution, LLC,

a Florida limited liability company

CCM Investments Group, LLC,

a Delaware limited liability company

Central Parking Corporation,

a Tennessee corporation

Central Parking System of Connecticut, Inc.,

a Tennessee corporation

Central Parking System of Georgia, Inc.,

a Tennessee corporation

Central Parking System of Maryland, Inc.,

a Tennessee corporation

By:/s/KRISTOPHER H ROY

Name:Kristopher H. Roy

Title:Chief Financial Officer and Treasurer

[Signature Pages Continue]

SP PLUS CORPORATION

FOURTH AMENDMENT

Central Parking System of New York, Inc.,

a Tennessee corporation

Central Parking System of Puerto Rico, Inc.,

a Tennessee corporation

Central Parking System of Washington, Inc.,

a Tennessee corporation

Central Parking System Realty of New York, Inc., a Tennessee corporation

Central Parking System, Inc.,

a Tennessee corporation

Certified Auto Retrieval Service, Inc.,

a Florida corporation

City Nights Valet, Inc.,

a Florida corporation

CITY SIDE SERVICES, LLC,

a Delaware limited liability company

Colorado Springs Services, LLC,

a Florida limited liability company

CPC PropCo, LLC,

a Delaware limited liability company

Dallas Love Supplies, LLC,

a Florida limited liability company

DC Provisions, LLC,

a Florida limited liability company

Denver Services, LLC,

a Florida limited liability company

Dulles Services, LLC,

a Florida limited liability company

Eugene Provisions, LLC,

a Florida limited liability company

Home Serv Delivery, LLC,

a Florida limited liability company

HOSPITALITY CCGS HOLDINGS, LLC,

a Delaware limited liability company

By:/s/KRISTOPHER H ROY
Name:Kristopher H. Roy
Title:Chief Financial Officer and Treasurer

[Signature Pages Continue]

SP PLUS CORPORATION

FOURTH AMENDMENT

Jamaica Logistics, LLC,

a Florida limited liability company

KCPC Holdings, Inc.,

a Delaware corporation

Kinney System, Inc.,

a Delaware corporation

Luggage Logistics & Procurement, LLC, a Florida limited liability company

LUGGAGE SERVICES AND LOGISTICS, LLC,

a Delaware limited liability company

Maple Leaf Logistics, LLC,

a Florida limited liability company

Merritt Leasing, LLC,

a Florida limited liability company

Merritt Trucking LLC,

a Delaware limited liability company

Miami Dade Conveyance, LLC,

a Florida limited liability company

Minneapolis Transfer, LLC,

a Florida limited liability company

Netbags.com, LLC,

a Pennsylvania limited liability company

Newark Distributions, LLC,

a Florida limited liability company

Orlando DTTS, LLC,

a Florida limited liability company

Pacific Bags, LLC,

a Florida limited liability company

Portland Provisions, LLC,

a Florida limited liability company

Queens Conveyance, LLC,

a Florida limited liability company

REMOTE CHECK-IN, LLC,

a Delaware limited liability company

RSF SECURE, LLC,

a Delaware limited liability company

By:/s/KRISTOPHER H ROY
Name:Kristopher H. Roy
Title:Chief Financial Officer and Treasurer

[Signature Pages Continue]

SP PLUS CORPORATION

FOURTH AMENDMENT

RSF STAFF, LLC,

a Delaware limited liability company

Rynn’s Luggage of Texas, Inc.,

a Texas corporation

Rynn's Luggage Corporation,

a Pennsylvania corporation

Salt Lake City Transfer, LLC,

a Florida limited liability company

Sort, LLC,

a Florida limited liability company

Standard Auto Park, Inc.,

an Illinois corporation

Standard Parking Corporation IL,

a Delaware corporation

Tampa Conveyance, LLC,

a Florida limited liability company

Tros DTTS, LLC,

a Florida limited liability company

TRUK, LLC,

a Delaware limited liability company,

Tucson Provisions, LLC

a Florida limited liability company,

Tugs, LLC

a Florida limited liability company,

USA Parking System, Inc.,

a Tennessee corporation

VOYAGER MERCHANDISING, LLC,

a Delaware limited liability company

ZWB Holdings, Inc.,

a Florida corporation

By:/s/KRISTOPHER H ROY
Name:Kristopher H. Roy
Title:Chief Financial Officer and Treasurer

APCOA LaSalle Parking Company, LLC,

a Louisiana limited liability company

By:SP Plus Corporation

Its:Manager and Member

By:/s/KRISTOPHER H ROY

Name:Kristopher H. Roy
Title:Chief Financial Officer and Treasurer

SP PLUS CORPORATION

FOURTH AMENDMENT

ADMINISTRATIVE AGENT:bank of america, n.a.,

as Administrative Agent

By:/s/KYLE D HARDING

Name:Kyle D. Harding

Title:Vice President

LENDERS:BANK OF AMERICA, N.A.,

as a Lender, L/C Issuer and Swingline Lender

By: /s/SEAN SNIPES

Name:Sean Snipes

Title:Managing Director

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

By: /s/PEG LAUGHLING

Name:Peg Laughlin

Title:Senior Vice President

 

BMO HARRIS BANK N.A.

By: /s/MARISSA KERLEY

Name:Marissa Kerley

Title:Director, Authorized Officer

 

JPMORGAN CHASE BANK, N.A.

By: /s/ZACHARY BLANER

Name:Zachary Blaner

Title:Vice President

KEYBANK NATIONAL ASSOCIATION

By: /s/ASHLEY BRANIECKI

Name:Ashley Braniecki

Title:Vice President

 

U.S. BANK NATIONAL ASSOCIATION

By: /s/KAREN MYERS

Name:Karen Myers

Title:Senior Vice President

[Signature Pages Continue]

SP PLUS CORPORATION

FOURTH AMENDMENT

ASSOCIATED BANK, N.A.

By: /s/DEANN MALCORE

Name:Deann Malcore

Title:Assistant Vice President

PNC BANK, NATIONAL ASSOCIATION

By: /s/ DONNA BENSON

Name:Donna Benson

Title:Assistant Vice President

FIRST HAWAIIAN BANK

By: /s/Derek Chang

Name:Derek Chang

Title:Senior Vice President

CIBC BANK USA

By: /s/JOSH UDELHOFEN

Name:Josh Udelhofen

Title:Associate Managing Director

SP PLUS CORPORATION

FOURTH AMENDMENT

Exhibit A

Amended Credit Agreement

[see attached]

Published CUSIP Number: 78469MAD3

CREDIT AGREEMENT

Dated as of November 30, 2018

among

SP PLUS CORPORATION,

as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO,

as the Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swingline Lender and L/C Issuer,

and

THE LENDERS PARTY HERETO

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agent

BMO HARRIS BANK N.A.,

JPMORGAN CHASE BANK, N.A.,

KEYBANK NATIONAL ASSOCIATION

and

U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agents

BOFA SECURITIES, INC.,

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

Page

ARTICLE I7

DEFINITIONS AND ACCOUNTING TERMS7

1.01 Defined Terms.7

1.02 Other Interpretive Provisions.44

1.03 Accounting Terms.45

1.04 Rounding.46

1.05 Times of Day.46

1.06 Letter of Credit Amounts.46

1.07 UCC Terms.46

1.08 Rates.47

1.09 Limited Condition Transactions.47

1.10 Classification and Reclassification.48

1.11 Closing Date Acquisition and Related Matters.48

ARTICLE II49

COMMITMENTS AND CREDIT EXTENSIONS49

2.01 Loans.49

2.02 Borrowings, Conversions and Continuations of Loans.49

2.03 Letters of Credit.51

2.04 Swingline Loans.59

2.05 Prepayments.62

2.06 Termination or Reduction of Commitments.64

2.07 Repayment of Loans.65

2.08 Interest and Default Rate.65

2.09 Fees.66

2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.67

2.11 Evidence of Debt.67

2.12 Payments Generally; Administrative Agent’s Clawback.68

2.13 Sharing of Payments by Lenders.70

2.14 Cash Collateral.71

2.15 Defaulting Lenders.72

2.16 Incremental Facilities.74

ARTICLE III77

TAXES, YIELD PROTECTION AND ILLEGALITY77

3.01 Taxes.77

3.02 Illegality.80

3.03 Inability to Determine Rates.81

3.04 Increased Costs; Reserves on Eurodollar Rate Loans.82

3.05 Compensation for Losses.83

3.06 Mitigation Obligations; Replacement of Lenders.84

3.07 Successor LIBOR.84

3.08 Survival.85

ARTICLE IV85

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS85

4.01 Conditions of Initial Credit Extension.85

4.02 Conditions to all Credit Extensions.89

i

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ARTICLE V89

REPRESENTATIONS AND WARRANTIES89

5.01 Existence, Qualification and Power.90

5.02 Authorization; No Contravention.90

5.03 Governmental Authorization; Other Consents.90

5.04 Binding Effect.90

5.05 Financial Statements; No Material Adverse Effect.91

5.06 Litigation.91

5.07 No Default.91

5.08 Ownership of Property.92

5.09 Environmental Compliance.92

5.10 Insurance.92

5.11 Taxes.92

5.12 ERISA Compliance.93

5.13 Margin Regulations; Investment Company Act.93

5.14 Disclosure.94

5.15 Compliance with Laws.94

5.16 Solvency.94

5.17 Sanctions Concerns and Anti-Corruption Laws.94

5.18 Subsidiaries; Equity Interests; Loan Parties.95

5.19 Collateral Representations.95

5.20 EEA Financial Institutions.95

5.21 Intellectual Property; Licenses, Etc.95

5.22 Labor Matters.96

5.23 Subordinated Debt.96

ARTICLE VI96

AFFIRMATIVE COVENANTS96

6.01 Financial Statements.96

6.02 Certificates; Other Information.97

6.03 Notices.99

6.04 Payment of Obligations.99

6.05 Preservation of Existence, Etc.100

6.06 Maintenance of Properties.100

6.07 Maintenance of Insurance.100

6.08 Compliance with Laws.100

6.09 Books and Records.101

6.10 Inspection Rights.101

6.11 Use of Proceeds.101

6.12 ERISA Compliance.101

6.13 Covenant to Guarantee Obligations.101

6.14 Covenant to Give Security.102

6.15 Further Assurances.102

6.16 Compliance with Environmental Laws.103

6.17 Anti-Corruption Laws.103

ARTICLE VII103

NEGATIVE COVENANTS103

7.01 Liens.103

7.02 Indebtedness.105

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7.03 Investments.107

7.04 Fundamental Changes.108

7.05 Dispositions.109

7.06 Restricted Payments.109

7.07 Change in Nature of Business.110

7.08 Transactions with Affiliates.110

7.09 Burdensome Agreements.110

7.10 Use of Proceeds.111

7.11 Financial Covenants.111

7.12 Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes.111

7.13 Sale and Leaseback Transactions.111

7.14 Prepayments and Amendments of Subordinated Debt.112

7.15 Sanctions.112

7.16 Anti-Corruption Laws.112

ARTICLE VIII112

EVENTS OF DEFAULT AND REMEDIES112

8.01 Events of Default.112

8.02 Remedies upon Event of Default.115

8.03 Application of Funds.115

ARTICLE IX116

ADMINISTRATIVE AGENT116

9.01 Appointment and Authority.116

9.02 Rights as a Lender.117

9.03 Exculpatory Provisions.117

9.04 Reliance by Administrative Agent.118

9.05 Delegation of Duties.119

9.06 Resignation of Administrative Agent.119

9.07 Non-Reliance on Administrative Agent and Other Lenders.120

9.08 No Other Duties, Etc.121

9.09 Administrative Agent May File Proofs of Claim; Credit Bidding.121

9.10 Collateral and Guaranty Matters.122

9.11 Secured Cash Management Agreements and Secured Hedge Agreements.123

9.12 ERISA Matters.123

ARTICLE X125

CONTINUING GUARANTY125

10.01 Guaranty.125

10.02 Rights of Lenders.126

10.03 Certain Waivers.126

10.04 Obligations Independent.127

10.05 Subrogation.127

10.06 Termination; Reinstatement.127

10.07 Stay of Acceleration.127

10.08 Condition of Borrower.127

10.09 Appointment of Borrower.128

10.10 Right of Contribution.128

10.11 Keepwell.128

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ARTICLE XI128

MISCELLANEOUS128

11.01 Amendments, Etc.128

11.02 Notices; Effectiveness; Electronic Communications.131

11.03 No Waiver; Cumulative Remedies; Enforcement.133

11.04 Expenses; Indemnity; Damage Waiver.133

11.05 Payments Set Aside.135

11.06 Successors and Assigns.136

11.07 Treatment of Certain Information; Confidentiality.141

11.08 Right of Setoff.142

11.09 Interest Rate Limitation.143

11.10 Counterparts; Integration; Effectiveness.143

11.11 Survival of Representations and Warranties.143

11.12 Severability.143

11.13 Replacement of Lenders.144

11.14 Governing Law; Jurisdiction; Etc.144

11.15 Waiver of Jury Trial.145

11.16 Subordination.146

11.17 No Advisory or Fiduciary Responsibility.146

11.18 Electronic Execution.147

11.19 USA PATRIOT Act Notice.147

11.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions.147

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SCHEDULES

Schedule 1.01(a)Certain Addresses for Notices

Schedule 1.01(b)Initial Commitments and Applicable Percentages

Schedule 2.03 Existing Letters of Credit

Schedule 5.11 Taxes

Schedule 5.18(a) Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments

Schedule 5.18(b)Loan Parties

Schedule 5.19(b)Intellectual Property

Schedule 5.22Labor Matters

Schedule 7.01Existing Liens

Schedule 7.02Existing Indebtedness

Schedule 7.03Existing Investments

EXHIBITS

Exhibit AForm of Administrative Questionnaire

Exhibit BForm of Assignment and Assumption

Exhibit CForm of Compliance Certificate

Exhibit DForm of Joinder Agreement

Exhibit EForm of Loan Notice

Exhibit FForm of Note

Exhibit GForm of Secured Party Designation Notice

Exhibit H–1 to 4Forms of U.S. Tax Compliance Certificates

Exhibit IForm of Notice of Loan Prepayment

Exhibit JForm of Letter of Credit Report

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CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of November 30, 2018, by and among SP PLUS CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (as defined herein), the Lenders (as defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and an L/C Issuer.

PRELIMINARY STATEMENTS:

WHEREAS, the Loan Parties (as hereinafter defined) have requested that the Lenders, the Swingline Lender and the L/C Issuers make loans and other financial accommodations to the Loan Parties in an aggregate amount of up to Five-Hundred Fifty Million Dollars ($550,000,000).

WHEREAS, the Lenders, the Swingline Lender and the L/C Issuers have agreed to make such loans and other financial accommodations to the Loan Parties on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of: (a) a majority of the Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest; or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.

“Additional Secured Obligations” means (a) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements, and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding;provided, that, Additional Secured Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

“Administrative Agent” means Bank of Americain its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

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“Administrative Agent’s Office” meansthe Administrative Agent’s address and, as appropriate, account as set forth on Schedule 1.01(a), or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders in writing.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, the Person specified.  Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement.

“Applicable Percentage” means: (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Facility represented by: (i) on or prior to the Closing Date, such Term Lender’s Term Commitment at such time; and (ii) thereafter, the outstanding principal amount of such Term Lender’s Term Loans at such time; and (b) in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment at such time, subject to (A) adjustments as a result of increases pursuant to Section 2.16 or as provided in Section 2.15. If the Commitment of all of the Revolving Lenders to make Revolving Loans, and the obligation of the L/C Issuers to make L/C Credit Extensions, have been terminated pursuant to Section 2.06 or Section 8.02, or if the Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving Facility most recently in effect, giving effect to any subsequent assignments. The Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 1.01(b), in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.16, as applicable.

“Applicable Rate” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Pricing Level	Consolidated Leverage Ratio	Eurodollar Rate & Letter of Credit Fee	Base Rate	Commitment Fee
1	> 3.5 to 1.0	2.00%	1.00%	0.25%
2	>2.5 to 1.0,  but ≤ 3.5 to 1.0	1.75%	0.75%	0.20%
3	> 1.5 to 1.0,  but ≤ 2.5 to 1.0	1.50%	0.50%	0.175%
4	≤ 1.5 to 1.0	1.25%	0.25%	0.15%

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Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, that, if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the written request of the Required Lenders to the Administrative Agent and the Borrower, Pricing Level 1 shall apply, in each case, as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered. In addition, at all times while the Default Rate is in effect, the highest rate set forth in each column of the Applicable Rate shall apply.

Notwithstanding anything to the contrary contained in this definition, (a) the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b), (b) the initial Applicable Rate shall be set forth in Pricing Level 2 until the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 6.02(a) for the Fiscal Quarter ending March 31, 2019 to the Administrative Agent and (c) the Applicable Rate from the Third Amendment Effective Date until the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a) for the Fiscal Quarter ending June 30, 20212022 to the Administrative Agent shall be: (i) 2.75%, with respect to the Eurodollar Rate and Letter of Credit Fee, (ii) 1.75%, with respect to the Base Rate and (iii) 0.375%, with respect to the Commitment Fee. Any adjustment in the Applicable Rate shall be applicable to all applicable Credit Extensions then existing or subsequently made or issued (and are outstanding) during the period in which such Applicable Rate applies.

“Applicable Revolving Percentage” means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time.

“Appropriate Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders and (c) with respect to the Swingline Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding pursuant to Section 2.04(a), the Revolving Lenders.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means BofA Securities and Wells Fargo Securities, LLC, in their capacities as joint lead arrangers and joint bookrunners.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party or other Person whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit B or any other form (including an electronic documentation form generated by use of an electronic platform) reasonably approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, subject to Section 1.03(b), (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capital Lease, (c) all Synthetic Debt of such Person, (d) in respect of any Securitization Transaction, the outstanding principal amount of such financing, after taking into account reserve accounts and making

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appropriate adjustments, determined by the Administrative Agent in its reasonable judgment, and (e) in respect of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.

“Audited Financial Statements” means the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2017, and the related Consolidated statements of income or operations, stockholders’ equity and cash flows for such Fiscal Year of the Borrower and its Subsidiaries, including the notes thereto.

“Availability” means, at any time, the total of (a) the aggregate Revolving Commitments at such time, minus (b) the Total Revolving Outstandings at such time.

“Availability Period” means in respect of the Revolving Facility, the period from, and including, the Closing Date to the earliest of: (a) the Maturity Date; (b) the date of termination of the Revolving Commitments pursuant to Section 2.06; and (c) the date of termination of the Commitment of each Revolving Lender to make Revolving Loans, and of the obligation of the L/C Issuers to make L/C Credit Extensions, pursuant to Section 8.02.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%; provided, that, if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Revolving Loan or a Term Loan that bears interest based on the Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

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“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“BofA Securities” means BofA Securities, Inc.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Revolving Borrowing, a Swingline Borrowing or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).

“Capital Lease” means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in accordance with GAAP, is accounted for as a capital lease on the balance sheet of such Person, subject, in each case, to the last paragraph of Section 1.03(b).

“Cash on Hand” means, as of any day, the sum of the amount of all cash and Cash Equivalents of the Loan Parties and their Subsidiaries (excluding cash held for the benefit of third parties), on a consolidated basis, less the amount of any payments which have been issued by the Borrower and its Subsidiaries, but which have not yet cleared their respective accounts.

“Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or Swingline Lender (as applicable) or the Lenders, as collateral for L/C Obligations, the Obligations in respect of Swingline Loans, or obligations of the Revolving Lenders to fund participations in respect of either thereof (as the context may require): (a) cash or deposit account balances; (b) backstop letters of credit entered into on terms, from issuers and in amounts reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer; and/or (c) if the Administrative Agent and the applicable L/C Issuer or Swingline Lender shall agree, in their sole reasonable discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and such L/C Issuer or Swingline Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means, as of any date, any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries:

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(a)any evidence of Indebtedness, maturing not more than one year after such date, issued or guaranteed by the United States government or any agency or instrumentality thereof;

(b)any certificate of deposit, time deposit or banker’s acceptance, maturing not more than one year after such date, or any overnight Federal Funds transaction that is issued or sold by any Lender or its holding company (or by a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000);

(c)commercial paper, maturing not more than one year from the date of issue, or corporate demand notes, rated (unless issued by a Lender or its holding company) at least “Prime–1” (or the then equivalent grade) by Moody’s or at least “A–1” (or the then equivalent grade) by S&P;

(d)Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition;

(e)any repurchase agreement entered into with any Lender or its holding company (or commercial banking institution of the nature referred to in clause (b) above) which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (d) above and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such Lender (or other commercial banking institution) thereunder;

(f)money market accounts or mutual funds which invest exclusively in assets satisfying the foregoing requirements;

(g)securities issued or directly and fully guaranteed or insured  by any state, commonwealth or territory of the United States (provided, that, the full faith and credit of such state, commonwealth or territory is pledged in support thereof) or by any political subdivision or taxing authority of any such state, commonwealth or territory (provided, that, the full faith and credit of such political subdivision or territory is pledged in support thereof) and, in each case, having maturities of not more than one year from the date of issue and rated at least A-1 (or the equivalent thereof) by S&P or Prime-1 (or the equivalent thereof) by Moody’s;

(h)solely with respect to Foreign Subsidiaries, investments of the types and maturities described in clause (a) through (g) above issued, where relevant, by a Lender, its holding company or any of their Affiliates (or any commercial banking institution of the nature referred to in clause (b) above or any of its Affiliates) or any commercial bank of recognized international standing chartered in the country where such Foreign Subsidiary is domiciled having combined capital and surplus and undivided profits of not less than $500,000,000; and

(i)other short term liquid investments approved in writing by the Administrative Agent.

“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards,

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debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement that, (a) at the time it enters into a Cash Management Agreement with a Loan Party, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement with a Loan Party, in each case in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, that, for any of the foregoing to be included as a “Secured Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent and the Borrower prior to such date of determination.

“Central Parking Finance Trust” means Central Parking Finance Trust, a Delaware Trust.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which:

(a)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d–3 and 13d–5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of Equity Interests of the Borrower representing fifty percent (50%) or more of the aggregate voting power represented by the issued and outstanding Equity Interests of the Borrower entitled to vote for members of the board of directors of the Borrower on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right); or

(b)during any period of twelve (12) consecutive months, a majority of the members of the board of directors of the Borrower cease to be composed of individuals (i) who were members

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of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board.; or

(c)the occurrence of a “change of control”, “fundamental change” or similar occurrence in respect of Permitted Convertible Indebtedness and giving rise to a right to payment or purchase prior to scheduled maturity or an exercise of rights and remedies thereunder or in respect thereof.

“Closing Date” means the date hereof.

“Closing Date Acquisition” means the Acquisition by the Borrower on the Closing Date of all of the Equity Interests in ZWB Holdings Inc., a Florida corporation and Rynn’s Luggage Corporation, a Pennsylvania corporation (collectively, the “Closing Date Targets”), pursuant to the Closing Date Acquisition Documents.

“Closing Date Acquisition Documents” means the Stock Purchase Agreement dated as of October 16, 2018, by and among the Borrower, the Closing Date Targets and Craig Mateer, as the “Seller” (as defined therein), and all other material documents, agreements and instruments relating to the Closing Date Acquisition, in each case including all material schedules and exhibits to such Stock Purchase Agreement.

“Closing Date Targets” has the meaning set forth in the definition of “Closing Date Acquisition”.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is, or is intended under the terms of the Collateral Documents to be, subject to Liens granted by any Loan Party in favor of the Administrative Agent for the benefit of the Secured Parties as security for the Secured Obligations.  For the avoidance of doubt, no Excluded Property shall at any time be Collateral.

“Collateral Documents” means, collectively, the Security Agreement, each Joinder Agreement, each of the collateral assignments, security agreements, pledge agreements or other similar collateral agreements delivered to the Administrative Agent pursuant to Section 6.14, and each of the other agreements, instruments or documents that creates or purports to create a Lien in any Collateral of any Loan Party in favor of the Administrative Agent for the benefit of the Secured Parties as security for the Secured Obligations.

“Commitment” means a Term Commitment or a Revolving Commitment, as the context may require.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

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“Consolidated” means, when used with reference to financial statements or financial statement items of (a) the Borrower and its Subsidiaries or (b) any other Person, as applicable, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.

“Consolidated EBITDA” means, for any Measurement Period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such Measurement Period plus:

(a)the following (without duplication), in each case, to the extent, and only to the extent, deducted in calculating such Consolidated Net Income (or, in the case of amounts pursuant to clause (a)(xiii) below, not already included in Consolidated Net Income), all as determined in accordance with GAAP:

(i)Consolidated Interest Charges for such Measurement Period;

(ii)Tax expenses for such Measurement Period;

(iii)depreciation and amortization expense for such Measurement Period;

(iv)any losses, costs and expenses from the sale, exchange, transfer or other Disposition of property or assets not in the ordinary course of business of the Borrower and its Subsidiaries during such Measurement Period, and related tax effects in accordance with GAAP;

(v)all non-cash items, expenses or charges reducing Consolidated Net Income for such Measurement Period (excluding any such expenses or charges related to accounts receivable) which do not represent a cash item in such period or which, as of the time of the initial determination thereof by the Borrower, is not reasonably expected to represent a cash item in any future period;

(vi)fees, costs, and expenses of the Borrower and its Subsidiaries incurred in connection with the Transactions (to the extent not capitalized) and incurred within six (6) months after the Closing Date;

(vii)integration costs and expenses directly related to the Closing Date Acquisition, any Permitted Acquisition, other Acquisition or Investment  permitted hereunder and, in each case, incurred during such Measurement Period and within twelve (12) months after the date of consummation of the Closing Date Acquisition, such Permitted Acquisition, other Acquisition or Investment permitted hereunder; provided, that, such costs and expenses are certified in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent and in form and detail reasonably satisfactory to the Administrative Agent;

(viii)any non-cash compensation expenses (including expenses related to the Borrower’s restricted stock grants under its long-term incentive plan) in an aggregate amount not to exceed $15,000,000 during any Measurement Period;

(ix)to the extent (A) actually reimbursed in (1) such Measurement Period or (2) an earlier Measurement Period if not added back to Consolidated EBITDA in such earlier Measurement Period or (B) reasonably expected to be reimbursed within the next Fiscal Quarter period after the Measurement Period for which such losses or expenses are

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incurred, losses and expenses incurred during such Measurement Period to the extent covered by insurance, indemnification, reimbursement, guaranty, or purchase price adjustment provisions in any agreement in connection with a Permitted Acquisition, other Acquisition, Investment or other transaction permitted hereunder;

(x)fees, costs and expenses of the Borrower and its Subsidiaries during such Measurement Period (including consulting, appraisal, accountant, advisor and legal services) in each case in connection with Investments permitted under Section 7.03, Dispositions permitted under Section 7.05, Permitted Acquisitions, issuances of Indebtedness permitted under Section 7.02, issuances of Qualified Capital Stock of the Borrower, extinguishments or conversion of Indebtedness or arrangements under Swap Obligations or other derivative instruments and including, in each case, any amendments, amendments and restatements, supplements, waivers, consents, forbearances, extensions, refinancings and other modifications to any of the foregoing in this clause (x) (in each case of the foregoing in this clause (x), whether or not consummated, including, both those transactions that were not consummated because the Borrower determined that such transaction would not have been permitted under this Agreement at the time and those that would have been permitted under this Agreement if such transaction would have been consummated) in an aggregate amount not to exceed the greater of (A) $18,000,000 and (B) fifteen percent (15%) of Consolidated EBITDA for such Measurement Period (calculated before giving effect to this clause (x));

(xi)any non-cash losses (including deferred financing expenses written off) under any Swap Obligation, extinguishment or conversion of Indebtedness, arrangements under Swap Obligations or other derivative instruments during such Measurement Period;

(xii)restructuring costs and expenses (including employee severance costs and termination benefits) of the Borrower and its Subsidiaries, in an aggregate amount not to exceed $5,000,000 during any Measurement Period;

(xiii)proceeds from business interruption insurance in an amount representing the earnings for such Measurement Period that such proceeds are intended to replace (to the extent not reflected as revenue or income in Consolidated Net Income) received in such Measurement Period or reasonably expected to be received within the next Fiscal Quarter period after the Measurement Period;

(xiv)fees, costs and expenses related to the incurrence of Incremental Facilities, amendments, amendments and restatements, supplements, waivers, consents, forbearances, extensions, refinancings, Joinder Agreements and other modifications of the Loan Documents (in each case, whether or not consummated);

minus

(b)the following (without duplication), in each case, to the extent, and only to the extent included in calculating such Consolidated Net Income, all as determined in accordance with GAAP:

(i)any gains from the sale, exchange, transfer or other disposition of property or assets not in the ordinary course of business of the Borrower and its Subsidiaries during such Measurement Period and related tax effects in accordance with GAAP;

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(ii)the proceeds of any insurance policy (other than proceeds of business interruption policies referenced in clause (a)(xiii) above)) received by the Borrower or any Subsidiary during such Measurement Period;

(iii)interest income of the Borrower and its Subsidiaries for such Measurement Period;

(iv)all non-cash items increasing Consolidated Net Income for such Measurement Period;

(v)any non-cash gains under any Swap Obligations during such Measurement Period;

plus

(c)income for such Measurement Period attributable to minority interests in an aggregate amount not to exceed $6,000,000 for any Measurement Period, as determined in accordance with GAAP;

minus

(d)any loss relating to Swap Obligations that is realized in the current Measurement Period and has been added back to Consolidated Net Income for the same or any prior Measurement Period pursuant to the preceding clause (a)(xi); provided, that, such loss shall be treated as realized when the cash impact resulting therefrom has been realized, in the amount of such impact;

plus

(e)any gain relating to Swap Obligations that is realized in the current Measurement Period and has been deducted from Consolidated Net Income for the same or any prior Measurement Period pursuant to the preceding clause (b)(v); provided, that, such gain shall be treated as realized when the cash impact resulting therefrom has been realized, in the amount of such cash impact;

provided, that, notwithstanding the foregoing, for purposes of determining Consolidated EBITDA for any Measurement Period that includes any of the Fiscal Quarters ended December 31, 2017, March 31, 2018, June 30, 2018 and September 30, 2018, Consolidated EBITDA shall be deemed for such Fiscal Quarter to be $27,830,000, $25,429,000, $38,087,000, and $33,021,000, respectively, in each case, as may be subject to adjustments pursuant to the definition of “Pro Forma Basis” during the applicable Measurement Period for transactions occurring after the Closing Date. For the avoidance of doubt, Consolidated EBITDA shall be calculated, including pro forma adjustments, in accordance with the definition of “Pro Forma Basis”.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a Consolidated basis, the sum of (without duplication): (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including the Obligations) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all purchase money Indebtedness; (c) the maximum amount available to be drawn under issued and outstanding letters of credit (including standby and commercial), bankers’ acceptances and bank guaranties (but excluding surety bonds); (d) all obligations in respect of the deferred purchase price of property or services (excluding (i) Earnouts, (ii) purchase price adjustments, (iii) trade accounts payable in the ordinary course of business (including on an intercompany basis), (iv) any such obligations incurred under ERISA

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and (v) liabilities associated with customer prepayments and deposits); (e) all Attributable Indebtedness; (f) all mandatory obligations to purchase, redeem, retire, defease or otherwise make any payment, in each case, prior to the Maturity Date, in respect of any Disqualified Stock of the Borrower or its Subsidiaries, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference; (g) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (f) above of Persons other than the Borrower or any Subsidiary; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is not recourse to the Borrower or such Subsidiary. For the avoidance of doubt, “Consolidated Funded Indebtedness” shall not include any Indebtedness solely among the Loan Parties and their Subsidiaries.

“Consolidated Interest Charges” means, for any Measurement Period, the sum of  (without duplication): (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest paid or payable with respect to discontinued operations, and (c) the portion of rent expense under Capital Leases that is treated as interest in accordance with GAAP, in each case, of or by the Borrower and its Subsidiaries on a Consolidated basis for such Measurement Period.

“Consolidated Interest Coverage Ratio” means, as of any date of determination for any Measurement Period, the ratio of: (a) Consolidated EBITDA for such Measurement Period to (b) the cash portion of Consolidated Interest Charges for such Measurement Period; provided, that, for purposes of calculating Consolidated Interest Charges for the Consolidated Interest Coverage Ratio for any Measurement Period on or prior to the last day of the fourth full Fiscal Quarter ended after the Closing Date, the amounts calculated pursuant to clause (b) of this definition shall be an amount equal to such amounts from the Closing Date through the last day of such Measurement Period multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days during the period commencing on the Closing Date and ending on the last day of such Measurement Period.

“Consolidated Leverage Ratio” means, as of any date of determination for any Measurement Period, the ratio of: (a) Consolidated Funded Indebtedness as of such date minus Indebtedness of the Borrower and its Subsidiaries under Letters of Credit and any other letters of credit outstanding as of such date, in an aggregate amount not to exceed $100,000,000 to (b) Consolidated EBITDA for such Measurement Period;provided that, for purposes of calculating the Consolidated Leverage Ratio:

(i)as of the end of the Fiscal Quarter ending September 30, 20202021, Consolidated EBITDA shall be the actual amount of Consolidated EBITDA for the period of one Fiscal Quarter then ended multiplied by four (4);

(ii)as of the end of the fiscal quarter ending December 31, 20202021, Consolidated EBITDA shall be the actual amount of Consolidated EBITDA for the period of two Fiscal Quarters then ended multiplied by two (2); and

(iii)as of the end of the fiscal quarter ending March 31, 20212022, Consolidated EBITDA shall be the actual amount of Consolidated EBITDA for the period of three fiscal quarters then ended multiplied by one and one-third (1 1/3).

“Consolidated Net Income” means, for any Measurement Period, the net income (or loss) of the Borrower and its Subsidiaries on a Consolidated basis for such Measurement Period; provided, that, Consolidated Net Income shall exclude (a) extraordinary, unusual and non-recurring gains and losses for

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such Measurement Period, (b) gains and losses attributable to discontinued operations (as determined in accordance with GAAP) and (c) the net income of (i) any Subsidiary or (ii) any other Person (including any Subsidiary or Joint Venture but excluding, in each case, any Loan Party and any Wholly-Owned Domestic Subsidiary) in which any Person other than the Borrower or any of its Subsidiaries has a joint interest or partnership interest or other ownership interest, in each case, to the extent that the declaration or payment of dividends or similar distributions by such Person of such income is not at the time permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Person, except to the extent of the amount of dividends or other distributions that are actually paid in cash to the Borrower, any other Loan Party or any Wholly-Owned Subsidiary during such Measurement Period; provided, that, in the case of a dividend or other distribution to a Wholly-Owned Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Borrower as described in this clause (b).

“Consolidated Total Assets” means, at any time, the consolidated total assets of the Borrower and its Subsidiaries, determined in accordance with GAAP.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Covered Entity” means any of the following, (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Credit Extension” means each of the following: (a) a Borrowing; and (b) an L/C Credit Extension.

“Debt Issuance” means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 7.02.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2.0%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus two percent (2.0%), in each case, to the fullest extent permitted by applicable Law.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

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“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith and reasonable determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied or waived, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith and reasonable determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied and has not otherwise been waived), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided, that, such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority, so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets, or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status, shall be prima facie evidence thereof absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swingline Lender and each other Lender promptly following such determination.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including (x) any Sale and Leaseback Transaction and (y) any issuance by a Subsidiary of its Equity Interests) of any property by any Loan Party or Subsidiary (or the granting of any binding option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding any Involuntary Disposition.

“Disqualified Institution” means, on any date, (a) those financial institutions and other institutional lenders and Persons that have been identified in writing by the Borrower (or its attorneys) to the Administrative Agent (or its attorneys) on October 15, 2018, (b) any other Person that is a competitor of (or otherwise competing with) the Borrower or any of its Subsidiaries, which Person has been designated by the Borrower as a “Disqualified Institution” by written notice to the Administrative Agent and the

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Lenders (by posting such notice to the Platform) not less than two (2) Business Days prior to such date, and (c) any known Affiliate of the foregoing readily identifiable by name (but excluding any Affiliate that is primarily engaged in, or that advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course of business); provided, that, (i) “Disqualified Institutions” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent and the Lenders from time to time and (ii) the Borrower shall be permitted to supplement the list in clause (b) above after the Closing Date by giving notice as provided in clause (b) hereof, but which supplement shall not apply to assignments and participations entered into by any Person in accordance and compliance with this Agreement prior to such supplement being posted for the Lenders on the Platform.

“Disqualified Stock” means any class of Equity Interests that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, or otherwise has any distributions or other payments which are mandatory or otherwise required at any time on or prior to the date that is ninety-one (91) days after the Maturity Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities, or (ii) any Equity Interests referred to in clause (a) above, in each case, at any time prior to the date that is ninety-one (91) days after the Maturity Date; provided, that, in each case of the foregoing and notwithstanding anything to the contrary in the Loan Documents, any payment or conversion that is required solely due to a customary change of control provision or similar event that is not more restrictive than the Change of Control default in this Agreement shall not cause such Equity Interest to be deemed Disqualified Stock; provided, further, that, any Equity Interests that are issued pursuant to a plan for the benefit of employees of the Borrower (or any direct or indirect parent thereof) or any other Loan Party or any of their Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Stock solely because they may be required to be repurchased by a Loan Party or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“DQ List” has the meaning specified in Section 11.06(g)(iv).

“Earnouts” means any payment which may be owing by any Person in connection with any Permitted Acquisition, Acquisition or similar Investment, which payment is contingent upon the earnings or financial or other performance or operations or other indicators of the assets or stock being acquired pursuant to such Acquisition or similar Investment.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

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“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06 (subject to such consents, if any, as may be required under Section 11.06(b)(iii)). For the avoidance of doubt, no Disqualified Institution shall be an Eligible Assignee.

“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, written agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.For the avoidance of doubt, “Equity Interests” shall not include Permitted Convertible Indebtedness.

“Equity Issuance” means any issuance by the Borrower to any Person of its Equity Interests, other than (a) any issuance of its Equity Interests pursuant to the exercise of options or warrants, (b) any issuance of its Equity Interests pursuant to the conversion of any debt securities to equity or the conversion, replacement or exchange of any class of equity securities to any other class of equity securities, (c) any issuance of options or warrants relating to its Equity Interests, (d) any issuance by the Borrower of its Equity Interests as consideration for a Permitted Acquisition, other Acquisition, other Investment (other than an Investment of cash or Cash Equivalents), Capital Expenditure or the acquisition of fixed assets or Equity Interests of a Subsidiary or Joint Venture, (e) any issuance of its Equity Interests pursuant to any officer, employee or director option program, benefit plan or compensation program, and (f) any issuance of fractional shares. The term “Equity Issuance” shall not be deemed to include any Disposition, Debt Issuanceissuance of any Indebtedness or granting of a Lien on any Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

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“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon  the Borrower or any ERISA Affiliate; or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurodollar Rate” means:

(a)for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”), or a comparable or successor rate which rate is reasonably approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be reasonably designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at or about 10:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b)for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or about 10:00 a.m., London time, two (2) Business Days prior to such date for Dollar deposits with a term of one (1) month commencing that day;

provided, that: (i) to the extent a comparable or successor rate is reasonably approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice, provided, further, that, to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent; and (ii) if the Eurodollar Rate shall be less than one percent (1.0%), such rate shall be deemed one percent (1.0%) for purposes of this Agreement.

“Eurodollar Rate Loan” means a Revolving Loan or a Term Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”

“Event of Default” has the meaning specified in Section 8.01.

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“Excluded Property” means, with respect to any Loan Party: (a) any owned or leased real property; (b) any Intellectual Property for which a perfected Lien thereon is not effected either by the filing of a UCC financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office; (c) any personal property (other than personal property described in clause (b) above) (including, without limitation, motor vehicles) for which (i) the attachment or perfection of a Lien thereon is not governed by the UCC or (ii) the creation or granting of a Lien thereon is not governed by the UCC, the laws of the United States or the Laws of any state of the United States; (d) the Equity Interests of any Foreign Subsidiary, Foreign Holdco, Immaterial Subsidiary, Joint Venture or other Subsidiary of any Loan Party, to the extent not required to be pledged to secure the Secured Obligations pursuant to the Section 6.14;(e) any property which is subject to a Lien of the type described in Section 7.01(i) pursuant to documents that prohibit such Loan Party from granting any other Liens (or requires the consent of the holder of such Lien in order for such Loan Party to grant a Lien) in such property; (f) (i) any property to the extent that the grant of a security interest in such property to the Administrative Agent, for the benefit of the Secured Parties, is prohibited by Law or requires a consent not obtained from any Governmental Authority or any other Person (other than, for the avoidance of doubt, the Borrower or any Subsidiary), and (ii) any rights or property under any lease, Capital Lease, purchase money arrangement, contract, license or other agreement or any General Intangible or Intellectual Property (in each case, as defined in the Security Agreement), in each case, to the extent the grant of a security interest pursuant to the Collateral Documents (x) would invalidate the underlying right or provisions of the Borrower or any Guarantor in such lease, Capital Lease, purchase money arrangement, contract, license, agreement, General Intangible or Intellectual Property, (y) is prohibited by such lease, Capital Lease, purchase money arrangement, contract, license, agreement, Intellectual Property or General Intangible without the consent of the parties thereto required to consent to such grant of a security interest, or (z) would give any other party to such lease, Capital Lease, purchase money arrangement, contract, license, agreement, Intellectual Property or General Intangible the right to terminate its obligations thereunder, in each case, solely to the extent that any such restriction shall be enforceable under the UCC and other applicable Law, and unless and until all necessary consents to such grant of a security interest have been obtained from the other parties thereto (it being understood and agreed that the Loan Parties and their Subsidiaries shall have no obligation or duty to try to obtain any such consents); (g) any “intent to use” trademark applications for which a statement of use has not been filed with the United States Patent and Trademark Office or other applicable office; (h) any property of which a security interest granted thereon, or any perfection of any such security interest, would cause adverse tax consequences for the Borrower and/or any of its Subsidiaries (as reasonably determined by the Borrower in consultation with the Administrative Agent); and (i) those assets as to which the Administrative Agent and the Borrower reasonably agree that the cost of obtaining a security interest are excessive relative to the benefit to the Lenders of the security to be afforded thereby.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act  or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.11 and any other “keepwell, support or other agreement for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.

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“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower pursuant to Section 3.06(b)), or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any withholding Taxes imposed pursuant to FATCA.

“Existing Letters of Credit” means those certain Letters of Credit set forth on Schedule 2.03.

“Facility” means the Term Facility or the Revolving Facility, as the context may require.

“Facility Leases” means agreements for the lease by the Borrower or any of its Subsidiaries or Joint Ventures of real estate utilized (a) as a vehicle parking facility and/or for ancillary parking and transportation services or (b) for travel and hospitality services to airlines, theme parks, resorts, hotels, airports, parking lots and/or cruise ports.

“Facility Management Agreement” means any agreement (other than the Facility Leases), for the provision by the Borrower or any of its Subsidiaries or Joint Ventures of (a) services for the management or operation of a vehicle parking facility and/or ancillary parking and transportation services, including, without limitation, any such agreement designated as a management agreement, parking enforcement agreement, operating agreement or license agreement, and/or (b) travel and hospitality services to airlines, theme parks, resorts, hotels, airports, parking lots and/or cruise ports, including, without limitation, remote check-in services, baggage sorting, handling and delivery services, skycap and wheelchair services, valet and self-parking services and luggage repair and replacement services.

“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) all of the Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than (i) contingent indemnification obligations and expense reimbursement obligations for which no claim has been asserted and (ii) Letters of Credit (which are covered by clause (c) below)), and (c) all Letters of Credit have terminated, expired or been Cash Collateralized (other than Letters of Credit as to which other arrangements with respect thereto reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made).

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

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“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided, that, if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fee Letter” means the letter agreement, dated October 19, 2018, between the Borrower, the Administrative Agent and MLPFS.

“Fiscal Quarter” means a fiscal quarter of a Fiscal Year.

“Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries, which period shall be the 12-month period ending on December 31 of each year. References to a Fiscal Year with a number corresponding to any calendar year (e.g., “Fiscal Year 2018” or “2018 Fiscal Year”) refer to the Fiscal Year ending on December 31 of such calendar year.

“Foreign Holdco” means any Subsidiary of the Borrower organized in the United States substantially all the assets of which are Equity Interests or Indebtedness of Foreign Subsidiaries.

“Foreign Lender” meansa Lender that is not a U.S. Person.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fourth Amendment Effective Date” means February 16, 2021.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funding Indemnity Letter” means a funding indemnity letter, in form and substance reasonably satisfactory to the Administrative Agent.

“GAAP” means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession) including, without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.03.

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“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including,without limitation, any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed or expressly undertaken by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product or service warranties, indemnities or other similar contingent obligations incurred in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” has the meaning set forth in Section 10.01.

“Guarantors” means, collectively, (a) each Subsidiary of the Borrower identified as a “Guarantor” on the signature pages hereto, (b) Wholly-Owned Domestic Subsidiaries that are direct Domestic Subsidiaries of a Loan Party (and are not Immaterial Subsidiaries) that are, or may from time to time become, parties to this Agreement pursuant to Section 6.13, and (c) with respect to Additional Secured Obligations owing by any Loan Party and any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 10.01 and 10.11) under the Guaranty, the Borrower. It is understood and agreed that the Borrower and its Subsidiaries shall not be required to cause (x) APCOA Bradley Parking Company, LLC (“APCOA Bradley”) to become a Guarantor so long as either (1) APCOA Bradley’s Organization Documents prohibit APCOA Bradley from acting as a Guarantor or (2) APCOA Bradley is an Immaterial Subsidiary or (y) Central Parking Finance Trust to become a Guarantor.

“Guaranty” means, collectively, the Guarantee made by the Guarantors under Article X in favor of the Secured Parties, together with each other guaranty delivered by any Guarantor pursuant to Section 6.13.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic

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mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated as hazardous pursuant to any Environmental Law.

“Hedge Bank” means any Person in its capacity as a party to a Swap Contract that, (a) at the time it enters into a Swap Contract with a Loan Party not prohibited under Article VI or VII, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Swap Contract with a Loan Party not prohibited under Article VI or VII, in each case, in its capacity as a party to such Swap Contract (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, that, in the case of a Secured Hedge Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement; and provided, further, that, that for any of the foregoing to be included as a “Secured Hedge Agreement” on any date of determination by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent and the Borrower prior to such date of determination.

“Honor Date” has the meaning set forth in Section 2.03(c).

“Immaterial Subsidiary” means, at any time, any Subsidiary (including any Foreign Subsidiary but excluding (x) any Designated Subsidiary and (y) any Wholly-Owned Domestic Subsidiary that is a Guarantor) that, together with its Subsidiaries, (a) as of the last day of the Measurement Period, did not have total assets in excess of (i) five percent (5.0%) of the Consolidated Total Assets of the Borrower and its Subsidiaries as of the last day of such Measurement Period and (ii) together with all other Immaterial Subsidiaries and their respective Subsidiaries, ten percent (10.0%) of the Consolidated Total Assets of the Borrower and its Subsidiaries as of the last day of such Measurement Period in the aggregate and (b) for the Measurement Period, did not have (i) Consolidated EBITDA attributable to it for such period constituting five percent (5.0%) or more of the Consolidated EBITDA of the Borrower and its Subsidiaries for such Measurement Period, and (ii) together with all other Immaterial Subsidiaries, Consolidated EBITDA attributable to such Immaterial Subsidiaries for such Measurement Period constituting ten percent (10.0%) or more of the Consolidated EBITDA of the Borrower and its Subsidiaries for such Measurement Period, for all Immaterial Subsidiaries and their respective Subsidiaries in the aggregate; provided, that, as of the end of any Measurement Period, if any condition set forth in clause (a) or (b) above is not satisfied, the Borrower shall designate one or more of such Immaterial Subsidiaries as no longer being Immaterial Subsidiaries (each a “Designated Subsidiary”) and shall cause such Designated Subsidiaries to comply with the applicable provisions of this Agreement and the other Loan Documents, such that, after such designation, the remaining Immaterial Subsidiaries shall meet the criteria in clauses (a) and (b) above.

“Immaterial Wholly-Owned Domestic Subsidiary” means, at any time, any Wholly-Owned Domestic Subsidiary that, together with all other Wholly-Owned Domestic Subsidiaries that are not Guarantors at such time, (a) as of the last day of the Measurement Period, did not have total assets in excess of five percent (5.0%) of Consolidated Total Assets of the Borrower and its Subsidiaries as of the end of such Measurement Period, and (b) for the applicable Measurement Period, did not have Consolidated EBITDA attributable to them for such Measurement Period constituting more than five percent (5.0%) of Consolidated EBITDA of the Borrower and its Subsidiaries for such Measurement  Period; provided, that, if at any time there are Immaterial Wholly-Owned Domestic Subsidiaries that, collectively, (x) as of the last day of such Measurement Period, have total assets in excess of five percent (5.0%) of Consolidated Total Assets of the Borrower and its Subsidiaries as of the end of such Measurement Period or (y) for the applicable Measurement Period, have Consolidated EBITDA attributable to them for such Measurement Period constituting more than five percent (5.0%) of Consolidated EBITDA of the Borrower and its Subsidiaries for such Measurement Period, then the Borrower shall designate one or more of such Wholly-Owned Domestic Subsidiaries as no longer being Immaterial Wholly-Owned Domestic Subsidiaries and

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shall cause such Wholly-Owned Domestic Subsidiaries that are no longer Immaterial Wholly-Owned Domestic Subsidiaries to comply with the provisions of Section 6.13, such that, after such designated Wholly-Owned Domestic Subsidiaries become Guarantors hereunder, the remaining Immaterial Wholly-Owned Domestic Subsidiaries shall meet the criteria in clauses (x) and (y) above.

“Incremental Cap” means, on any date of determination, the sum of (a) (i) $200,000,000, plus (ii) the amount of any voluntary prepayments of the Term Facility (or any Incremental Term Facility  (ranking pari passu with the Term Loans made on the Closing Date) incurred in reliance on clause (a)(i) after the Closing Date), plus (iii) the amount of any voluntary prepayments of the Revolving Facility (to the extent made concurrently with a permanent reduction of the Revolving Commitments pursuant to Section 2.06) after the Closing Date) plus (b) any amount so long as, after giving effect thereto, the Consolidated Leverage Ratio determined on a Pro Forma Basis for the most recent Measurement Period (assuming that the full amount of the Incremental Facility shall have been funded on such date) would not exceed the lesser of (i) 3.24:1.0, and (ii) the maximum Consolidated Leverage Ratio then permitted under Section 7.11(b) for the most recently ended Measurement Period for which the Borrower has delivered or filed financial statements pursuant to Section 6.01(a) or Section 6.01(b); provided, that, in the case of an Incremental Term Facility incurred to finance any Limited Condition Transaction, the Consolidated Leverage Ratio tests above may be determined on the LCT Test Date as set forth in Section 1.09.

“Incremental Facility Amendment” has the meaning specified in Section 2.16.

“Incremental Facility” has the meaning specified in Section 2.16.

“Incremental Request” has the meaning specified in Section 2.16.

“Incremental Revolving Commitments” has the meaning specified in Section 2.16.

“Incremental Revolving Loans” has the meaning specified in Section 2.16.

“Incremental Term Facility” has the meaning specified in Section 2.16.

“Incremental Term Loans” has the meaning specified in Section 2.16.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)net obligations of such Person under any Swap Contract;

(d)all obligations owed (including, without limitation, Earnouts once they become a liability on the balance sheet in accordance with GAAP and for so long as they remain unpaid and overdue) of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business (including on an intercompany basis), (ii) any purchase price adjustment, (iii) any obligations incurred under ERISA, (iv) accrued expenses

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and (v) liabilities associated with customer prepayments and deposits) to the extent the same would appear as a liability on a balance sheet prepared in accordance with GAAP;

(e)indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)all Attributable Indebtedness of such Person;

(g)all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment (other than a payment (i) in Qualified Capital Stock or (ii) in connection with any Permitted Hedge Transaction) prior to the Maturity Date in respect of any Disqualified Stock of such Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference; and

(h)all Guarantees of such Person in respect of any of the foregoing;

provided, that, notwithstanding anything to the contrary herein, (i) the amount of Indebtedness of any Person for purposes of clause (e) above shall be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good faith and (ii) the term “Indebtedness” shall not include: (A) deferred rent, (B) deferred revenue, (C) deferred taxes and deferred compensation, (D) customary obligations under employment arrangements, (E) operating leases, (F) accrued expenses and (G) customary payables with respect to money orders or wire transfers.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is made non-recourse to such Person or such Person’s liability for such Indebtedness is otherwise limited. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Intellectual Property” has the meaning specified in Section 5.21.

“Intercompany Debt” has the meaning specified in Section 7.02.

“Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, that, if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loanor Swingline Loan, the last day of each March, June, September and December and the Maturity Date.

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“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter (in each case, subject to availability), as selected by the Borrower in its sole discretion in its Loan Notice, or such other period that is twelve (12) months or less requested by the Borrower and consented to by all of the Appropriate Lenders; provided, that:

(a)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)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

(c)no Interest Period shall extend beyond the Maturity Date.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt for borrowed money of, or purchase or other acquisition of any other debt for borrowed money of another Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any repayments of principal in the case of Investments in the form of loans and any return of capital or return on Investment in the case of equity Investments (whether as a redemption, sale or distribution that constitutes a return of capital but not dividends or like distributions that do not constitute a return of capital and, in any case, not in excess of the amount of the initial Investment).

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit D executed and delivered in accordance with the provisions of Section 6.13.

“Joint Venture” means any corporation, limited or general partnership, limited liability company, association, trust or other business entity of which the Borrower or one or more Subsidiaries owns beneficially at least 25.0% but less than or equal to 50.0% of the Equity Interests of such Person.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities,

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including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Revolving Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means with respect to a particular Letter of Credit, (a) Bank of America, in its capacity as issuer of Letters of Credit, or any successor issuer thereof, (b)Wells Fargo Bank, N.A., in its capacity as issuer of the Existing Letters of Credit issued (or deemed issued) on the Closing Date, (c) such other Revolving Lender selected by the Borrower pursuant to Section 2.03(l) from time to time to issue such Letter of Credit (provided, that, no Lender shall be required to become an L/C Issuer pursuant to this clause (c) without such Lender’s consent), or any successor issuer thereof, or (d) any Revolving Lender selected by the Borrower (with the prior consent of the Administrative Agent) to replace a Lender who is a Defaulting Lender at the time of such Revolving Lender’s appointment as an L/C Issuer (provided, that, no Lender shall be required to become an L/C Issuer pursuant to this clause (d) without such Lender’s consent), or any successor issuer thereof. The term “L/C Issuer” when used with respect to a Letter of Credit or the L/C Obligations relating to a Letter of Credit shall refer to the L/C Issuer that issued such Letter of Credit.  Notwithstanding anything to the contrary in the Loan Documents and for the avoidance of doubt, an L/C Issuer shall not be a Disqualified Institution.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts (including all L/C Borrowings). For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“LCT Election” has the meaning provided in Section 1.09.

“LCT Test Date” has the meaning provided in Section 1.09.

“Lender” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement, and their respective successors and permitted assigns. Unless the context requires otherwise, “Lender” includes the Swingline Lender.

“Lending Office” means, as to the Administrative Agent, the L/C Issuer or any Lender, the office or offices of such Person described as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.

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“Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.  

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven (7) days prior to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Report” means a certificate substantially in the form of Exhibit J or any other form reasonably approved by the Administrative Agent.

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $100,000,000, and (b) the Revolving Facility. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility.

“LIBOR” has the meaning specified in the definition of Eurodollar Rate.

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the reasonable mutual discretion of the Administrative Agent and the Borrower, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent and the Borrower reasonably determine).

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property and any Capital Lease having substantially the same economic effect as any of the foregoing); provided, that, in no event shall an operating lease in and of itself be deemed to be a Lien.

“Limited Condition Transaction” means (a) any Permitted Acquisition, the acquisition of Equity Interests in any Joint Venture or similar Investment permitted by Section 7.03, in each case, the consummation of which is not conditioned on the availability of, or on obtaining, any third-party financing, (b) the declaration or public announcement of any Restricted Payment permitted by Section 7.06; provided, that, such Restricted Payment is made within sixty (60) days of being declared, (c) any agreement to consummate any Disposition permitted by Section 7.05 and/or (d) the submission or delivery of an irrevocable notice of Prepayment of Subordinated Debt to the extent permitted by Section 7.14; provided, that, such Prepayment of Subordinated Debt is made within sixty (60) days of the date of such notice.

“Liquidity” means the sum of (a) all cash and Cash Equivalents of the Loan Parties on such date that (i) do not appear (or would not be required to appear) as “restricted” on a consolidated balance sheet of the Borrower (for the avoidance of doubt, excluding any cash held in segregated accounts for the benefit of third parties) and (ii) are not subject to a Lien (other than Liens of the type described in Sections 7.01(a), (j), (m) and (r)) plus (b) Availability on such date.

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“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Loan or a Swingline Loan.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) each Guaranty, (d) the Collateral Documents, (e) the Fee Letter, (f) each Issuer Document, (g) each Joinder Agreement, (h) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14, (but specifically excluding any Secured Hedge Agreement or any Secured Cash Management Agreement); provided, that, for purposes of Section 11.01, “Loan Documents” shall mean this Agreement, each Guaranty and the Collateral Documents.

“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit E or such other form as may be reasonably approved by the Administrative Agent  (including any form on an electronic platform or electronic transmission system as shall be reasonably approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Loan Parties” means, collectively, the Borrowerand each Guarantor.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Master Agreement” has the meaning set forth in the definition of “Swap Contract.”

“Material Adverse Effect” means a material adverse effect on (a) the property, business, operations, financial condition or liabilities of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Loan Parties to perform their collective obligations under the Loan Documents taken as a whole, or (c) the rights and remedies (taken as a whole) of the Administrative Agent, the L/C Issuers or the Lenders under the Loan Documents.

“Maturity Date” means November 30, 2023; provided, that, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Measurement Period” means, at any date of determination, the most recently completed four (4) Fiscal Quarters of the Borrower (or, for purposes of determining Pro Forma Compliance, the most recently completed four (4) Fiscal Quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.01); in each case, with such period ending on the last day of a Fiscal Quarter.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during any period when a Lender constitutes a Defaulting Lender, an amount equal to 100% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i), (a)(ii) or (a)(iii), an amount equal to 100% of the Outstanding Amount of all L/C Obligations, (c) with respect to any Letter of Credit and L/C Obligations to remain outstanding after the Facility Termination Date, an amount equal to 100% of the Outstanding Amount of all L/C Obligations, and (d) otherwise, an amount reasonably and mutually determined by the Administrative Agent, the L/C Issuer and the Borrower.

“MLPFS” means Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all, or substantially all, of Bank of

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America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition, Equity Issuance, Debt Issuanceissuance of any Indebtedness or Involuntary Disposition, net of (a) direct costs and expenses incurred in connection therewith (including, without limitation, legal, accounting and investment banking and broker’s fees and sales commissions), (b) Taxes paid or payable as a result thereof (including, Tax distributions but after taking into account any available related and direct tax credits or deductions and any Tax sharing arrangements), (c) in the case of any Disposition or any Involuntary Disposition, the amount necessary to retire any Indebtedness (including, without limitation, any premium, penalty, interest, expenses and other amounts related thereto) secured by a Permitted Lien on the related property, (d) the pro rata portion of the aggregate cash or Cash Equivalents proceeds therefrom (calculated without regard to this clause (d)) attributable to minority Equity Interests and not available for distribution to or for the account of any Loan Party or any Subsidiary as a result thereof, (e) any reserve for adjustment in respect of (i) the sale or Disposition price of such asset or assets established in accordance with GAAP, and (ii) any liabilities associated with such asset or assets and retained by any Loan Party or any Subsidiary after such sale or other Disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations or purchase price adjustments associated with such transaction and (f) cash and Cash Equivalent escrows; it being understood that “Net Cash Proceeds” shall include (x) any direct and related cash or Cash Equivalents received upon the sale or other disposition of any non‑cash consideration (within 365 days of receipt of such non-cash consideration) received by any Loan Party or any Subsidiary in any Disposition and (y) upon the unconditional release or reversal of any reserve described in clause (e) described above to or by the applicable Loan Party within 365 days, the amount of such reserve.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lendersin accordance with the terms of Section 11.01, and (b) has been approved by the Required Lenders.

“Non-Core Assets” means property or assets acquired in connection with a Permitted Acquisition or similar Investment; provided, that, such assets (a) do not exceed 25% of the total consideration paid for such Acquisition and (b) such assets are identified in writing to the Administrative Agent within ninety (90) days of the consummation of such Acquisition.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iv).

“Non-Reinstatement Deadline” has the meaning specified in Section 2.03(b)(iv).

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“Note” has the meaning specified in Section 2.11.

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit I or such other form as may be reasonably approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be reasonably approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in the case of this clause (b), that are required to be paid or reimbursed by the Borrower pursuant to Section 11.04(a) and in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue under the Loan Documents after the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided, that, Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Operating Lease” means any lease of (or other agreement conveying the right to use) any real or personal property by any Loan Party or any Subsidiary, as lessee, other than any Capital Lease.

“Ordinary Course Capital Lease” means a Capital Lease of computer systems, equipment or motor vehicles entered into by the Borrower or its Subsidiaries or Joint Ventures in the ordinary course of business in connection with performing its obligations under Facility Management Agreements or Facility Leases.

“Ordinary Course Equipment Lease” means an Operating Lease of computer systems, equipment or motor vehicles entered into by the Borrower or its Subsidiaries or Joint Ventures in the ordinary course of business in connection with performing its obligations under Facility Management Agreements or Facility Leases.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); and (d) with respect to all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than

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connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06(b)).

“Other Term Loans” has the meaning specified in Section 2.16.

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and payments, prepayments or repayments of Term Loans, Revolving Loans and Swingline Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower or any of its Subsidiaries of Unreimbursed Amounts or the application of any Cash Collateral with respect thereto.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Permitted Acquisition” means an Acquisition by a Loan Party (the Person or division, line of business or other business unit of the Person to be acquired in such Acquisition shall be referred to herein as the “Target”), in each case, of a Target that is engaged in a type of business (or comprised of assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to the terms of this Agreement, in each case so long as (subject to the provisions of Section 1.09):

(a)no Event of Default shall then exist or would immediately exist after giving effect thereto;

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(b)the Borrower shall provide a compliance certificate evidencing (which certificate, for the avoidance of doubt, may, at the sole option of the Borrower, be provided at the time of the applicable LCT Test Date in accordance with Section 1.09) that, after giving effect to the Acquisition on a Pro Forma Basis,theLoan Parties are in Pro Forma Compliance with the financial covenants set forth in Section 7.11;

(c)such Acquisition shall not be a “hostile” Acquisition and shall have been approved by the board of directors (or equivalent) of the Target;

(d)after giving effect to such Acquisition and any Credit Extensions, payments, prepayments and repayments and other transactions made in connection therewith, Availability shall be at least (i) from the Fourth Amendment Effective Date through the Trigger Date, $20,000,000 and (ii) after the Trigger Date, $15,000,000;

(e)with respect to any Acquisition with respect to which the aggregate consideration (including any Earnout with respect to such Acquisition, but only to the extent, and only in the amount that such Earnout would be shown as a liability on the Consolidated balance sheet of the Borrower as of the date of such Acquisition) paid by the Loan Parties exceeds $100,000,000, within twenty (20) Business Days (or such extended period as the Administrative Agent may agree in its sole reasonable discretion) after the consummation of such Acquisition, the Administrative Agent shall have received complete executed or conformed copies of each material document, instrument and agreement executed in connection with such Acquisition; and

(f)with respect to any Acquisition with respect to which the aggregate consideration (including any Earnout with respect to such Acquisition, but only to the extent, and only in the amount that such Earnout would be shown as a liability on the Consolidated balance sheet of the Borrower as of the date of such Acquisition) paid by the Loan Parties exceeds $100,000,000, not less than five (5) Business Days prior to such Acquisition (or such shorter period as the Administrative Agent may agree in its sole reasonable discretion), the Administrative Agent shall have received (i) an acquisition summary with respect to the Person and/or business or division to be acquired (to the extent applicable), such summary to include a reasonably detailed description thereof (including, in each case, to the extent readily available to the Borrower from the Target, financial information, operating results and financial statements of the Target for the most recent 12 month period), (ii) the Borrower’s calculation of Consolidated EBITDA of the Target on a Pro Forma Basis, and (iii) the material terms and material conditions, including material economic terms, of the proposed Acquisition (in each case, which requirements may be satisfied by providing the Administrative Agent with a copy of a draft of the acquisition agreement evidencing such Acquisition).; and

(g)with respect to all Acquisitions occurring on or after the Fourth Amendment Effective Date through the Trigger Date, the aggregate consideration (including the Borrower’s good faith estimate of any Earnout with respect to any such Acquisition (determined as of the date of the definitive agreement for such Acquisition) that would be required to be paid prior to the Maturity Date) paid by the Loan Parties and their Subsidiaries shall not exceed $20,000,000.

“Permitted Convertible Indebtedness” means Indebtedness of the Borrower that is convertible into common stock of the Borrower (or other securities or property following a merger event or other change of the common stock of the Borrower) and/or cash (to the extent the amount thereof is determined by reference to the price of such common stock) and any related Permitted Hedge Transaction.

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“Permitted Hedge Transaction” means (a) any call or capped call option (or substantively equivalent derivative transaction) purchased in connection with the issuance of any Permitted Convertible Indebtedness (each a “Permitted Bond Hedge Transaction”) and (b) any call option, warrant or right to purchase (or substantively equivalent derivative transaction) sold by the Borrower substantially concurrently in connection with any purchase by the Borrower of a related Permitted Bond Hedge Transactions and the performance by the Borrower of its obligations thereunder (each a “Permitted Warrant Transaction”), in each case, relating to the Borrower’s common stock (or other securities or property following a merger event or other change of the common stock of the Borrower); provided that the purchase price for such Permitted Bond Hedge Transactions, less the proceeds received by the Borrower from the sale of any related Permitted Warrant Transactions, does not exceed the net proceeds received by the Borrower from the issuance of such Permitted Convertible Indebtedness in connection with such Permitted Bond Hedge Transactions.

“Permitted Liens” has the meaning set forth in Section 7.01.

“Permitted Transfers” means (a) Dispositions of inventory and assets in the ordinary course of business; (b) Dispositions of property to the Borrower or any Subsidiary, provided, that, such transfer is permitted by Section 7.03(b); (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) (i) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries (taken as a whole) or, (ii) if determined by management of the Borrower using reasonable management discretion, licenses and sublicenses of intellectual property on an exclusive basis so long as such exclusive licensing and sublicensing is limited to geographic areas, particular fields of use, customized products for customers or limited time periods and so long as, after giving effect to such license or sublicense (as applicable), the Borrower or its Subsidiaries retain sufficient rights to use the subject intellectual property as to enable them to continue to conduct their material business in the ordinary course (as determined by the Borrower in its reasonable business judgment); (e) the sale or Disposition of cash or Cash Equivalents for fair market value and conversion of Cash Equivalents into cash or other Cash Equivalents; (f) Dispositions of property, to the extent that such property is exchanged for credit against the purchase price of similar replacement property or the proceeds of such Disposition are, within a reasonable time period thereafter (not greater than one-hundred and eighty (180) days), applied to the purchase price of such replacement property; (g) sales of materials or equipment no longer useful in the business of the Loan Parties or the applicable Subsidiaries; (h) sales of obsolete or worn-out and surplus equipment; and (i) abandonment and other Dispositions of Intellectual Property no longer material to the business of the applicable Loan Party or the applicable Subsidiary or that is otherwise obsolete, outdated or not useful in the business of the Loan Parties or the applicable Subsidiaries.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 6.02.

“Pledged Equity” has the meaning specified in the Security Agreement.

“Prepayment of Subordinated Debt” has the meaning specified in Section 7.14(a).

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“Pro Forma Basis” and “Pro Forma Effect” means, for any Disposition of any Subsidiary or Joint Venture or of all or substantially all of the assets of any Subsidiary or Joint Venture or of a division or a line of business or division of the Borrower or any Subsidiary or Joint Venture, for any Acquisition, acquisition of Equity Interests in any Joint Venture or similar Investment or for any other transaction permitted hereunder, whether actual or proposed, for purposes of determining compliance with the financial covenants set forth in Section 7.11 or any financial condition, ratio or test applicable to any transaction under any of the Loan Documents, each such transaction or proposed transaction shall be deemed to have occurred on and as of the first day of the relevant Measurement Period (or, in the case of Consolidated Total Assets, as of the last day of such Measurement Period), and the following pro forma adjustments shall be made:

(a)in the case of an actual or proposed Disposition, all income statement items (whether positive or negative) attributable to the Subsidiary or Joint Venture, assets, line of business or division subject to such Disposition shall be excluded from the results and operations of the Borrower and its Subsidiaries for such Measurement Period;

(b)in the case of an actual or proposed Acquisition, acquisition of Equity Interests in any Joint Venture or similar Investment, income statement items (whether positive or negative) attributable to the property, line of business or division or the Person subject to such Acquisition, acquisition or similar Investment shall be included in the results and operations of the Borrower and its Subsidiaries for such Measurement Period;

(c)interest accrued during the relevant Measurement Period on, and the principal of, any Indebtedness paid, prepaid, repaid or to be paid, prepaid, repaid, retired or refinanced in such transaction shall be excluded from the results of the Borrower and its Subsidiaries for such Measurement Period; and

(d)any Indebtedness actually or proposed to be incurred or assumed in such transaction shall be deemed to have been incurred as of the first day of the applicable Measurement Period, and interest thereon shall be deemed to have accrued from such day on such Indebtedness at the applicable rates provided therefor and shall be included in the results of the Borrower and its Subsidiaries for such Measurement Period; provided, that, (x) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date of determination (taking into account any interest hedging arrangements applicable to such Indebtedness), (y) interest on any obligations with respect to Capital Leases shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such obligation in accordance with GAAP and (z) interest on any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or such Subsidiary may designate.

In the case of any calculation of the Consolidated Leverage Ratio, Consolidated Interest Coverage Ratio, Consolidated EBITDA, Consolidated Net Income or Consolidated Total Assets for any of the events described above that occur prior to the date on which the first financial statements after the Closing Date have been (or are required to be) delivered pursuant to Section 6.01(a) or (b), such calculations to be made on a “Pro Forma Basis” shall use the financial statements with respect to the Borrower and its Subsidiaries for the Fiscal Quarter ended on September 30, 2018.

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“Pro Forma Compliance” means, with respect to any transaction, the calculation of the financial covenants set forth in Section 7.11 recomputed as of the end of the applicable Measurement Period giving Pro Forma Effect to such transaction and all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first day of the such Measurement Period.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning specified in Section 6.02.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“Qualified Capital Stock” of any person means any Equity Interests of such Person that are not Disqualified Stock.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Reduction Amount” has the meaning set forth in Section 2.05(b).

“Register” has the meaning specified in Section 11.06(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swingline Loan, a Swingline Loan Notice.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided, that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or L/C Issuer, as the case may be, in making such determination.

“Resignation Effective Date” has the meaning set forth in Section 9.06.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

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“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller or any vice president of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding; (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Subsidiaries (other than with respect to Permitted Convertible Indebtedness), now or hereafter outstanding; and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of the Borrower or any of its Subsidiaries (other than with respect to any Permitted Hedge Transaction), now or hereafter outstanding., (d) any payment made in cash to holders of Permitted Convertible Indebtedness (other than payment of customary fees, costs and expenses associated therewith) in excess of (i) the original principal (or notional) amount thereof and interest thereon plus (ii) interest on such excess amount, unless and to the extent that a corresponding amount is received in cash (whether through a direct cash payment or a settlement in shares of stock that are immediately sold for cash) substantially contemporaneously from the other parties to a Permitted Bond Hedge Transaction relating to such Permitted Convertible Indebtedness and (e) any cash payment made in connection with the settlement of a Permitted Warrant Transaction solely to the extent the Borrower has the option of satisfying such payment obligation through the issuance of shares of common stock.

“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.01(b).

“Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(b) under the caption “Revolving Commitment”, or opposite such caption in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Revolving Commitment of all of the Revolving Lenders on the ThirdFourth Amendment Effective Date shall be Three Hundred SeventyTwenty Five Million Dollars ($370,000,000325,000,000).

“Revolving Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in L/C Obligations and Swingline Loans at such time.

“Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time.

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“Revolving Lender” means, at any time: (a) so long as any Revolving Commitment is in effect, any Lender that has a Revolving Commitment at such time; or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation in L/C Obligations or Swingline Loans at such time.

“Revolving Loan” has the meaning specified in Section 2.01(b).

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.

“Sale and Leaseback Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and immediately thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanction(s)” means any sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Agreement” means any Cash Management Agreement between any Loan Party and any Cash Management Bank.

“Secured Hedge Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract not prohibited under Article VI or Article VII between any Loan Partyand any Hedge Bank.

“Secured Obligations” means all Obligations and all Additional Secured Obligations.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, the Indemnitees and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

“Secured Party Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit G.

“Security Agreement” means the security and pledge agreement, dated as of the Closing Date, executed in favor of the Administrative Agent by each of the Loan Parties.

“Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose Subsidiary or Affiliate of such Person.

“Solvent” and “Solvency” mean, with respect to any Person, that, as of any date of determination, (a) the amount of the “fair saleable value” of the assets of such Person will, as of such date, exceed (i) the value of all “liabilities of such Person, including contingent and other liabilities”, as of such date, as such quoted terms are generally determined in accordance with applicable federal laws governing determinations

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of the insolvency of debtors, and (ii) the amount that will be required to pay the probable liabilities of such Person on its existing debts (including contingent liabilities) as such debts become absolute and matured, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date, and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, (i) “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged” and “able to pay its liabilities, including contingent and other liabilities, as they mature” means that such Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due and (ii) “Person” means any individual, sole proprietorship, general partnership, limited partnership, limited liability company, joint venture, trust, unincorporated association, corporation, governmental authority or other entity or group (which term will include a “group” as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended).

“Specified Loan Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.11).

“Subordinated Debt” means, for any Person, any Indebtedness of such Person which is fully subordinated to all Secured Obligations, by written agreements and documents in form and substance reasonably satisfactory to the Administrative Agent and which is governed by terms and provisions, including, without limitation, maturities, covenants, defaults, rates and fees, reasonably acceptable to the Administrative Agent.

“Subordinated Debt Documents” means any agreement or document evidencing or relating to any Subordinated Debt, in each case, as the same may be amended, restated, modified or supplemented and in effect from time to time as not prohibited by the terms hereof.

“Subsequent Transaction” means (a) any Permitted Acquisition or the making of other acquisitions or Investments not prohibited by this Agreement, (b) any Disposition not prohibited by this Agreement, (c) any Prepayment of Subordinated Debt, (d) any Restricted Payment not prohibited by this Agreement or (e) any other event, action or transaction that by the terms of the Loan Documents requires pro forma compliance with a financial covenant, condition, ratio or test or Availability under this Agreement or the other Loan Documents or requires such financial covenant, condition, ratio or test or Availability to be calculated on a Pro Forma Basis.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and

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Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts or Permitted Hedge Transaction, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts or Permitted Hedge Transactions: (a) for any date on or after the date such Swap Contracts or Permitted Hedge Transactions have been closed out and termination value(s) determined in accordance therewith, such termination value(s); and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts or Permitted Hedge Transactions, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts or Permitted Hedge Transactions (which may include a Lender or any Affiliate of a Lender).

“Swingline Borrowing” means a borrowing of a Swingline Loan pursuant to Section 2.04.

“Swingline Lender” means Bank of Americain its capacity as provider of Swingline Loans, or any successor swingline lender hereunder.

“Swingline Loan” has the meaning specified in Section 2.04(a).

“Swingline Sublimit” means an amount equal to the lesser of (a) $20,000,000, and (b) the Revolving Facility. The Swingline Sublimit is part of, and not in addition to, the Revolving Facility.

“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness” or as a liability on the Consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Temporary Revolving Commitments” means the additional Revolving Commitments provided by the Revolving Lenders pursuant to the Third Amendment to this Agreement.

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).

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“Term Commitment” means, as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Term Lender’s name on Schedule 1.01(b) under the caption “Term Commitment”, or opposite such caption in the Assignment and Assumption or other documents pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Term Commitment of all of the Term Lenders on the Closing Date shall be Two-Hundred Twenty Five Million Dollars ($225,000,000).

“Term Facility” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term Commitments at such time, and (b) thereafter, the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time.

“Term Lender” means (a) at any time on or prior to the Closing Date, any Lender that has a Term Commitment at such time, and (b) at any time after the Closing Date, any Lender that holds Term Loans at such time.

“Term Loan” means an advance made by any Term Lender under the Term Facility.

“Termination Date” means May 5, 2021.

“Third Amendment Effective Date” means May 6, 2020.

“Threshold Amount” means $25,000,000.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Exposure and Outstanding Amount of all Term Loans of such Lender at such time.

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and L/C Obligations.

“Transactions” means, collectively, (a) the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents and the making of the initial Credit Extensions hereunder, (b) the repayment of all amounts due or outstanding under, or in respect of, the Borrower in existence immediately prior to the Closing Date, and the termination of the credit agreements of the Borrower in existence immediately prior to the Closing Date (other than Indebtedness permitted under Section 7.02), (c) the consummation of the Closing Date Acquisition, and (d) the payment of fees, costs and expenses in connection with the foregoing.

“Trigger Date” means, (a) for purposes of Section 7.01 and 7.02, the datea Compliance Certificate for the Fiscal Quarter ending March 31, 2022 is delivered by the Borrower to the Administrative Agent certifying compliance with the financial covenants set forth in Section 7.11 for such fiscal quarter and (ii) for purposes of the definition of Permitted Acquisition, Section 7.03, 7.06 and 7.14, the datea Compliance Certificate for the Fiscal Quarter ending June 30, 2022is delivered by the Borrower to the Administrative Agent certifying compliance with the financial covenants set forth in Section 7.11 for such fiscal quarter.  

“Type” means, with respect to a Loan, its character as a Base Rate Loanor a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code as in effect in the State of Illinois; provided, that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Illinois, “UCC” means the Uniform Commercial Code as in effect from time to time in such other

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jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).

“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right to so vote has been suspended by the happening of such contingency.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years (and/or portion thereof) obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Domestic Subsidiary” means each Wholly-Owned Subsidiary that is a Domestic Subsidiary.

“Wholly-Owned Subsidiary” means, as to any Person, a Subsidiary all of the Equity Interests of which (except directors’ qualifying Equity Interests) are at the time directly or indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person. Unless otherwise specified, references herein to a “Wholly-Owned Subsidiary” or “Wholly-Owned Subsidiaries” shall refer to a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries of the Borrower.

“Withholding Agent” means the Borrower and the Administrative Agent.

“Write-Down and Conversion Powers” (a) means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are

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described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.02Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise:

(i)any definition of or reference to any agreement, instrument or other document (including the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document);

(ii)any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(iii)the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof;

(iv)all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear;

(v)any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time; and

(vi)the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from, and including,”; the words “to” and “until” each mean “to, but excluding,”; and the word “through” means “to, and including,”.

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(c)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d)Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

(e)All references to “knowledge” of any Loan Party or a Restricted Subsidiary of a Loan Party means the actual knowledge of a Responsible Officer thereof.

1.03Accounting Terms.

(a)Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470–20 on financial liabilities shall be disregarded.

(b)Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request in writing, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) for the avoidance of doubt, other than with respect to any change set forth in the immediately succeeding paragraph, the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Without limiting the foregoing and notwithstanding anything to the contrary in any Loan Document, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

(c)Consolidation of Variable Interest Entities. All references herein to Consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a Consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

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(d)Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 7.11 (including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis.

(e)Changes in Circumstances after Applicable Test Date. Subject to Section 1.09, for purposes of determining the permissibility of any action, change, transaction or event that by the terms of the Loan Documents requires a calculation of any financial covenant, condition, ratio or test (including, without limitation, Consolidated EBITDA, Consolidated Net Income, Consolidated Leverage Ratio, Consolidated Interest Coverage Ratio, Availability or Consolidated Total Assets) such financial covenant, condition, ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred or exist with regard to such action solely as a result of a change in such financial covenant, condition, ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs.

1.04Rounding.

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Centraltime (daylight or standard, as applicable).

1.06Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, that, with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to bethe maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.07UCC Terms.

Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

1.08Rates.

The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any rate that is in an alternative or replacement for or successor to any of such rates (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

1.09Limited Condition Transactions.

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Notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, in connection with a Limited Condition Transaction (other than the making by any Lender or L/C Issuer, as applicable, of any Credit Extension, unless otherwise agreed by such Lenders making Incremental Term Loans), for purposes of: (a) determining compliance with any basket, financial covenant, ratio or test (including by reference to Consolidated EBITDA, Consolidated Net Income, any Consolidated Interest Coverage Ratio test or any Consolidated Leverage Ratio test or Consolidated Total Assets test); (b) testing Availability; (c) determining whether the representations and warranties contained in this Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (and in all respects if any such representation or warranty is qualified by materiality or reference to a Material Adverse Effect); and (d) determining the absence of a Default or Event of Default; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such condition is satisfied hereunder shall be made:

(i)in the case of any Permitted Acquisition, any acquisition of Equity Interests in any Joint Venture or similar Investment permitted under Section 7.03 or any Disposition (in each case, that is a Limited Condition Transaction), at the time of (or, in the case of the calculation of any related financial covenant, condition, ratio or test, with respect to the applicable Measurement Period) either: (x) the execution of the definitive agreement with respect to such Permitted Acquisition, Investment or Disposition; or (y) the consummation of such Permitted Acquisition, Investment or Disposition; and;

(ii)in the case of any Restricted Payment or Prepayment of Subordinated Debt (in each case, that is a Limited Condition Transaction), at the time of (or, in the case of the calculation of any related financial covenant, condition, ratio or test, with respect to the applicable Measurement Period): (x) the declaration or public announcement of such Restricted Payment or submission or delivery of an irrevocable notice with respect to such Prepayment of Subordinated Debt; or (y) the making of such Restricted Payment or Prepayment of Subordinated Debt;

any such date identified in Section 1.09(i)(x) or (ii)(x) above, an “LCT Test Date”

provided, that, notwithstanding the foregoing, in connection with any Limited Condition Transaction (A) any condition requiring the absence of a Default or Event of Default shall be satisfied if (x) no Default or Event of Default shall have occurred and be continuing as of the applicable LCT Test Date, and (y) no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing at the time such Limited Condition Transaction is consummated; (B) if the proceeds of an Incremental Term Facility are being used to finance a Limited Condition Transaction, then the representations and warranties contained in this Agreement shall also be required to be true and correct in all material respects (without giving effect to double materiality) at the time of the funding of such Incremental Term Facility solely, if the Lenders providing such Incremental Term Facility require such representations and warranties to be made at such time; provided, that, in such instance, the Lenders providing such Incremental Term Facility may agree that any such representations and warranties which must be accurate at the time of funding of such Incremental Term Facility may be limited to customary “specified representations” and such other representations and warranties as may be required by the Lenders providing such Incremental Term Facility; and (C) if the Borrower has made an LCT Election for any Limited Condition Transaction, then, in connection with any Subsequent Transaction following the relevant LCT Test Date, and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement, declaration, public announcement or notice for such Limited Condition Transaction is terminated, revoked or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such

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Subsequent Transaction is permitted under this Agreement, any such ratio, test, basket or Availability shall be required to: (x) be satisfied on a Pro Forma Basis, assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness (and any Lien granted to the holder of such Indebtedness with respect thereto), the use of proceeds thereof or any payment or prepayment to be made) have been consummated; and (y) if such Subsequent Transaction is the making of a Restricted Payment, the Prepayment of Subordinated Debt or a Disposition, be satisfied on a Pro Forma Basis, assuming such Limited Condition Transaction has not been consummated.  

For the avoidance of doubt, if the Borrower has made an LCT Election for the LCT Test Date to occur at the time set forth in clauses (i)(x) and (ii)(x) above and any of the financial covenants, conditions, ratios, tests or baskets or Availability for which compliance was determined or tested as of such LCT Test Date would have failed to have been complied with as a result of fluctuations in any such financial covenant, condition, ratio, test or basket or Availability, including due to fluctuations in Consolidated EBITDA, Consolidated Net Income, Consolidated Total Assets, Indebtedness or other financial performance or indicator of any Person (including, without limitation, any target entity) subject to such Limited Condition Transaction, at the consummation of the relevant Limited Condition Transaction, such financial covenant, condition, ratio, test or basket or Availability will not be deemed to have failed to have been complied with as a result of such fluctuations.

1.10Classification and Reclassification.

It is understood and agreed that any Lien, Indebtedness, Investment, Disposition, Restricted Payment or Prepayment of Subordinated Debt need not be permitted solely by reference to one category of permitted Lien, Indebtedness, Investment, Disposition, Restricted Payment or Prepayment of Subordinated Debt under Sections 7.01, 7.02, 7.03, 7.05, 7.06 and 7.14, respectively, but may instead be permitted in part under any combination thereof (it being understood that the Borrower may utilize amounts under any category that is subject to any financial covenant, condition, ratio, test, basket or Availability, including Consolidated EBITDA, Consolidated Leverage Ratio, Consolidated Total Assets or other financial performance or indicator, prior to amounts under any other category). For purposes of determining compliance at any time with Sections 7.01, 7.02, 7.03, 7.05, 7.06 and 7.14, in the event that any Lien, Indebtedness, Investment, Disposition, Restricted Payment or Prepayment of Subordinated Debt, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 7.01 (other than Section 7.01(a)), 7.02 (other than Section 7.02(a)), 7.03, 7.05, 7.06 and 7.14, the Borrower, in its sole discretion, may from time to time classify or reclassify such transaction or item (or portion thereof)(including in one or more categories) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category.

1.11Closing Date Acquisition and Related Matters.

(a)Notwithstanding anything to the contrary in the Loan Documents, the Administrative Agent and the Lenders and all other parties hereto irrevocably and unconditionally consent to the Closing Date Acquisition and the other Transactions.

(b)Notwithstanding anything to the contrary in the Loan Documents, solely for purposes of the representations and warranties contained in the Loan Documents (including, without limitation, the disclosures set forth on the schedules hereto and the other provisions set forth in Article V of this Agreement), the conditions precedent set forth in Article IV of this Agreement and any reference to “Closing Date”, “date of this Agreement” or “date hereof” (or words of similar context) in Article V, Article VI and Article VII of this Agreement or in the provisions of any other Loan Document, the making of the Loans, the providing of the Revolving Commitments and the issuance of any Letters of Credit on the Closing Date shall be assumed to occur concurrently with (i) the consummation of the Closing Date

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Acquisition and (ii) the consummation of the transactions making the Closing Date Targets and their Subsidiaries that will be Guarantors on the Closing Date, actual Guarantors on the Closing Date.Notwithstanding anything to the contrary herein or in any of the other Loan Documents, the Closing Date Targets and their respective Subsidiaries that are signatory hereto shall have their respective signatures be effective (and shall only be parties hereto) immediately upon the consummation of the Closing Date Acquisition and it shall be deemed that such Persons’ respective signatures shall only be effective and enforceable against such Persons at such time (and each such Person agrees that its signature hereto shall be effective and enforceable against it immediately upon the consummation of the Closing Date Acquisition).

ARTICLE II

COMMITMENTS AND CREDIT EXTENSIONS

2.01Loans.

(a)Term Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower, in Dollars, on the Closing Date in an amountnot to exceed such Term Lender’s Applicable Percentage of the Term Facility. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Facility. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, that, the Term Borrowing shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the Closing Date.

(b)Revolving Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower, in Dollars, from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, that, after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving Facility, and (ii) the Revolving Exposure of any Lender shall not exceed such Revolving Lender’s Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided, that, any Revolving Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Revolving Borrowing.

2.02Borrowings, Conversions and Continuations of Loans.

(a)Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (x) telephone or (y) a Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 12:00 p.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or any conversion of Eurodollar Rate Loans to Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof (or, in connection with

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any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Loan Notice and each telephonic notice shall specify:

(A)the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility;

(B)the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day);

(C)the principal amount of Loans to be borrowed, converted or continued;

(D)the Type of Loans to be borrowed or to which existing Loans are to be converted; and

(E)if applicable, the duration of the Interest Period with respect thereto.

If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

(b)Advances. Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loansdescribed in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 2:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds, or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, that, if, on the date a Loan Notice with respect to a Revolving Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.

(c)Eurodollar Rate Loans. Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans.

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(d)Interest Rates. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of demonstrable error.

(e)Interest Periods. After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than twelve (12) Interest Periods in effect with respect to Eurodollar Rate Loans.

(f)Cashless Settlement Mechanism. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

2.03Letters of Credit.

(a)The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Revolving Facility, (y) the Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii)The L/C Issuer shall not issue any Letter of Credit if:

(A)subject to Section 2.03(b)(iv), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance, unless the Required Lenders have approved such expiry date; or

(B)the expiry date of the requested Letter of Credit would occur after the date that is twelve (12) months past the Maturity Date, unless all the Revolving Lenders have approved such expiry date; or

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(iii)The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:  

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith reasonably deems material to it;

(B)the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally with respect to its customers;

(C)[reserved];

(D)the Letter of Credit is to be denominated in a currency other than Dollars,provided, no Letter of Credit may be issued by an L/C Issuer (other than Bank of America) in a currency other than Dollars without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed);

(E)any Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(F)the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after an drawing thereunder.

(iv)The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v)The L/C Issuer shall be under no obligation to amend any Letter of Credit if:

(A)the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or

(B)the beneficiary of such Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi)The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities:

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(A)provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions; and

(B)as additionally provided herein with respect to the L/C Issuer.

(b)Procedures for Issuance and Amendment of Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by fax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 12:00 p.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment thereof (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require in writing.

(ii)Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Letter of Credit.

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(iii)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(iv)If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that, any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the date that is twelve (12) months past the Maturity Date; provided, that, the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has reasonably determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or the Borrower, in each case, that one or more of the applicable conditions specified in Section 4.02 is not then satisfied or waived, and in each such case directing the L/C Issuer not to permit such extension.

(v)If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Revolving Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Borrower that, in each case, one or more of the applicable conditions specified in Section 4.02 is not then satisfied or waived (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.

(c)Drawings and Reimbursements; Funding of Participations.

(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent

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thereof. Not later than 12:00 p.m. on the date of any payment by the L/C Issuer under a Letter of Credit (or, if such payment by the applicable L/C Issuer is made after 12:00p.m., not later than 10:00 a.m. the next succeeding Business Day) (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing (including by requesting the Administrative Agent to apply any Cash Collateral held for such reimbursement). If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Applicable Revolving Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided, that, the lack of such an immediate confirmation shall not affect the conclusiveness (absent demonstrable error) or binding effect of such notice.

(ii)Each Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuerat the Administrative Agent’s Office in an amount equal to its Applicable Revolving Percentage of the Unreimbursed Amount not later than 12:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied (or have not been waived) or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section.

(iv)Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Percentage of such amount shall be solely for the account of the L/C Issuer.

(v)Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that, each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of

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an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)If any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent demonstrable error.

(d)Repayment of Participations.

(i)At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Percentage thereof in the same funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such

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Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement or by such Letter of Credit, the transactions contemplated hereby or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, endorsement, certificate or other document presented under or in connection with such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;

(v)honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi)any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;

(vii)any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(viii)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries (other than the defense that such applicable Obligations have been paid or reimbursed in full).

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby

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assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in Section 2.03(e); provided, that, anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final non-appealable judgment of a court of competent jurisdiction, were caused by the L/C Issuer’s willful misconduct, bad faith, gross negligence or material breach of its obligations under the Loan Documents or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C 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, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g)Applicability of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT–IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(h)Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance, subject to Section 2.15, with its Applicable Revolving Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. Letter of Credit Fees shall be (1) due and payable on the first Business Day following each Fiscal Quarter end, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (2) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee, with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter or any other written agreement with such L/C Issuer, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis

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in arrears. Such fronting fee shall be due and payable on or prior to the date that is ten (10) Business Days following each Fiscal Quarter end, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own accountthe customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to Letters of Credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable promptly after written demand therefor and are nonrefundable.

(j)Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k)Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries

(l)L/C Issuer Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to its notification obligations set forth elsewhere in this Section, provide the Administrative Agent a Letter of Credit Report, as set forth below:

(i)reasonably prior to the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, the date of such issuance, amendment, renewal, increase or extension and the stated amount of the applicable Letters of Credit after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed);

(ii)on each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;

(iii)on any Business Day on which the Borrower fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed to such L/C Issuer on such day, the date of such failure and the amount of such payment;

(iv)on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer; and

for so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent (A) on the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered pursuant to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed with the information for every outstanding Letter of Credit issued by such L/C Issuer.

2.04Swingline Loans.

(a)The Swingline. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section, may in its sole discretionmake loans to the Borrower (each such loan, a “Swingline Loan”). Each such Swingline Loan may be made,

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subject to the terms and conditions set forth herein, to the Borrower, in Dollars, from time to time on any Business Day. During the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that such Swingline Loans, when aggregated with the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, that, (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Revolving Facility at such time, and (B) the Revolving Exposure of any Revolving Lender at such time shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall reasonably determine (which reasonable determination shall be conclusive and binding absent demonstrable error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section, prepay under Section 2.05, and reborrow under this Section. Each Swingline Loan shall bear interest only at a rate based on the Base Rate plus the Applicable Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage times the amount of such Swingline Loan.

(b)Borrowing Procedures. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice to the Swingline Lender and the Administrative Agent, which may be given by: (A) telephone, or (B) a Swingline Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each such Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 12:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested date of the Borrowing (which shall be a Business Day). Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 1:00 p.m. on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 2:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds.

(c)Refinancing of Swingline Loans.

(i)The Swingline Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Facility and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an

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amount equal to its Applicable Revolving Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swingline Loan) for the account of the Swingline Lender at the Administrative Agent’s Office not later than 12:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.

(ii)If for any reason any Swingline Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i) above, the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent demonstrable error.

(iv)Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that, each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline Loans, together with interest as provided herein.  

(d)Repayment of Participations.

(i)At any time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable Revolving Percentage thereof in the same funds as those received by the Swingline Lender.

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(ii)If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Interest for Account of Swingline Lender. The Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Lender’s Applicable Revolving Percentage of any Swingline Loan, interest in respect of such Applicable Revolving Percentage shall be solely for the account of the Swingline Lender.

(f)Payments Directly to Swingline Lender. The Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.

2.05Prepayments.

(a)Optional.

(i)The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time, voluntarily prepay Term Loans and Revolving Loans, in whole or in part, without premium or penalty, subject to Section 3.05; provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the dateand amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is revoked prior to such specified date therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower (and, in the case of no direction, applied in direct order of maturity). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

(ii)The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans, in whole or in part, without

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premium or penalty; provided, that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 12:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is revoked prior to such specified date therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

(b)Mandatory.

(i)Dispositions and Involuntary Dispositions. The Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions consummated in reliance on Section 7.05(c) and all Involuntary Dispositions, to the extent that such Net Cash Proceeds (A) exceed $15,000,000 in any Fiscal Year and (B) are not reinvested in property (other than current assets) that is used or useful in the line of businesses of the Borrower and its Subsidiaries within three-hundred and sixty (360) days after the receipt of such Net Cash Proceeds (or, if committed to be reinvested in such property within three-hundred and sixty (360) days after receipt thereof, within one-hundred and eighty (180) days following such commitment); provided, that, such Net Cash Proceeds that have not been so reinvested shall, within three (3) Business Days after such reinvestment period expires, be applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

(ii)Equity Issuance. Within three (3) Business Days after the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Equity Issuance by the Borrower, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds in excess of $15,000,000 in any Fiscal Year.

(iii)Debt Issuance. Within three (3) Business Days after receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.

(iv)Application of Payments. Each prepayment of Loans pursuant to the foregoing provisions of Section 2.05(b)(i)-(iii) above shall be applied: first, to the principal repayment installments of the Term Loans in direct order to the first four (4) principal repayment installments then due, then on a pro rata basis for all remaining principal repayment installments, but specifically excluding the final principal installment on the Maturity Date; and second, to the Revolving Facility in the manner set forth in clause (vvii) of this Section 2.05. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.  All mandatory prepayments shall be made without premium or penalty (but subject to Section 3.05).

(v)Revolving Outstandings. If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, upon written notice or knowledge thereof, the Borrower shall within one (1) Business Day prepay Revolving Loans, Swingline Loans and L/C Borrowings (together with all accrued but unpaid interest thereon) and/or Cash Collateralize the

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L/C Obligations in an aggregate amount equal to such excess; provided, that, the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment of the Revolving Loans and Swingline Loans, the Total Revolving Outstandings exceed the Revolving Facility at such time.

(vi)Excess Cash on Hand.  If Cash on Hand exceeds $40,000,000 for a period of more than three (3) consecutive Business Days, the Borrower shall within three (3) Business Days pay to the Administrative Agent, for the account of the Lenders, an amount equal to such excess until the Outstanding Amount of all Revolving Loans has been reduced to $0. Any such payment shall be applied to the Outstanding Amount of all Revolving Loans without a permanent reduction in the Revolving Commitments.

(vii)(vi) Application of Other Payments. Except as otherwise provided in Section 2.15, prepayments of the Revolving Facility made pursuant to this clause (b): first, shall be applied ratably to the L/C Borrowings and the Swingline Loans; second, shall be applied to the outstanding Revolving Loans; and third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by, or notice to or from, the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

(viii)Issuance of Other Indebtedness. Concurrently with the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any issuance of Indebtedness pursuant to Section 7.02(s), the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 75% of such Net Cash Proceeds. Each such prepayment of Loans pursuant to this Section 2.05(b)(viii) shall be applied to the principal repayment installments of the Term Loans on a pro rata basis for all remaining principal repayment installments, including the final principal installment on the Maturity Date. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities.  All mandatory prepayments shall be made without premium or penalty (but subject to Section 3.05).

Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied, first, to Base Rate Loans, and then, to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but shall otherwise be without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Notwithstanding any provision under this Section 2.05 to the contrary, any amounts that would otherwise be required to be paid by the Borrower pursuant to Section 2.05(b)(i) above shall not be required to be so prepaid to the extent any such Net Cash Proceeds are received by a Foreign Subsidiary, for so long as the repatriation to the United States of any such amounts would be prohibited under any requirement of Law or Organization Documents or would result in adverse tax consequences to the Borrower or its Subsidiaries, (each such amount, a “Reduction Amount”), as reasonably determined by the Borrower in good faith in consultation with the Administrative Agent.  In any such instance, the amount the Borrower shall be required to mandatorily prepay pursuant to Section 2.05(b)(i) above shall be reduced by such Reduction Amount until and unless such Net Cash Proceeds can be repatriated without prohibition under any requirement of Law or Organization Documents or adverse tax consequences, as applicable, within one year thereafter.

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2.06Termination or Reduction of Commitments.

(a)Optional. The Borrower may, upon notice to the Administrative Agent, without premium or penalty, but subject to Section 3.05, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit; provided, that, (i) any such notice shall be received by the Administrative Agent not later than 12:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit.

(b)Mandatory.

(i)The aggregate Term Commitments shall be automatically and permanently reduced to zero on the date of the Term Borrowing.

(ii)The Temporary Revolving Commitments shall be automatically and permanently terminated on the TerminationFourth Amendment Effective Date.  

(iii)If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimitor the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(c)Application of Commitment Reductions; Payment of Fees.

(i)The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimitor the Revolving Commitments under this Section 2.06. Upon any reduction of the Revolving Commitments, prior to the Termination Date or on the Termination Date pursuant to Section 2.06(b)(ii), such reduction shall be applied first to the Temporary Revolving Commitments on a pro rata basis among the Revolving Lenders holding Temporary Revolving Commitments.  Upon any reduction of the Revolving Commitments after the Temporary Revolving Commitments have been terminated in full, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such reduction amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

(ii)On the date of any reduction or termination of the Temporary Revolving Commitments: (A) the Borrower shall repay such Revolving Loans outstanding on such date, with the proceeds of a new Borrowing of Revolving Loans on such date, so that each Revolving Lender holds its Applicable Revolving Percentage of such Revolving Loans after giving effect to such reduction or termination, any such prepayment shall be subject to Section 3.05 and (B) each Revolving Lender shall be deemed to have purchased from (x) the L/C Issuer a risk participation in each outstanding Letter of Credit issued by the L/C Issuer in an amount equal to the product of such Lender’s Applicable Revolving Percentage times the amount of such Letter of Credit and (y)

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the Swing Line Lender a risk participation in each outstanding Swing Line Loan in an amount equal to the product of such Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.  

2.07Repayment of Loans.

(a)Term Loans. The Borrower shall repay to the Term Lenders the aggregate principal amount of all Term Loans outstanding, in the following amounts: (i) commencing at the end of the first full Fiscal Quarter ending after the Closing Date, in quarterly installments equal to 1.25% of the initial aggregate principal amount of the Term Loans and (ii) commencing at the end of the Fiscal Quarter ending June 30, 2021, in quarterly installments equal to 1.875% of the initial aggregate principal amount of the Term Loans (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), unless accelerated sooner pursuant to Section 8.02; provided, that,

(i)the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date and, in any event, shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date; and

(ii)(A) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Eurodollar Rate Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; and

(B) if any principal repayment installment to be made by the Borrower on a Eurodollar Rate Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event, such principal repayment installment shall be due on the immediately preceding Business Day.

(b)Revolving Loans. The Borrower shall repay to the Revolving Lenders, on the Maturity Date, the aggregate principal amount of all Revolving Loans outstanding on such date.

(c)Swingline Loans. The Borrower shall repay each Swingline Loan on the earlier to occur of: (i) the date that is fifteen (15) Business Days after the date on which such Loan is made and (ii) the Maturity Date.  

2.08Interest and Default Rate.

(a)Interest. Subject to the provisions of Section 2.08(b):

(i)each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate;

(ii)each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and

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(iii)each Swingline Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.

(b)Default Rate.

(i)Upon the written request of the Required Lenders to the Administrative Agent and the Borrower, while any Event of Default under Section 8.01(a) exists, all outstanding Obligations (including Letter of Credit Fees) may accrue at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)Automatically upon the occurrence and continuance of any Event of Default pursuant to Section 8.01(f), all outstanding Obligations (including Letter of Credit Fees) shall accrue at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii)Accrued and unpaid interest on past due amounts (including interest on past due interest), after giving effect to any grace or cure periods, shall be due and payable upon written demand.

(c)Interest Payments. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09Fees.

In addition to certain fees described in Section 2.03:

(a)Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans plus (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Outstanding Amount of Swingline Loans shall not be counted towards or considered usage of the Revolving Facility for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b)Other Fees.

(i)The Borrower shall pay to the Administrative Agent and MLPFS for their own respective accountsfees in the amounts and at the times specified in the Fee Letter.

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(ii)The Borrower shall pay to the Lenderssuch fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.

2.10Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a)Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided, that, any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each reasonable determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent demonstrable error.

(b)Financial Statement Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower and its Subsidiaries or for any other reason, the Borrower, or the Lenders reasonably determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate, and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on written demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This clause (b) shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII, if applicable. The Borrower’s obligations under this clause (b) shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

2.11Evidence of Debt.

(a)Maintenance of Accounts. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence thereof absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control (and be prima facie evidence thereof) in the absence of manifest error. Upon the written request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records; provided, that, if such request for a promissory note is in replacement of another previously issued promissory note, the original of such previously issued promissory note shall be returned to the Borrower (or, if such previously issued promissory note is not available for any reason, an affidavit of lost promissory note in form and substance reasonably satisfactory to the Borrower shall be executed and delivered by such Lender requesting such new promissory note to the Borrower). Each such promissory

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note shall be in the form of Exhibit F (a “Note”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)Maintenance of Records. In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control (and be prima facie evidence thereof) in the absence of manifest error.

2.12Payments Generally; Administrative Agent’s Clawback.

(a)General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 1:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to Section 2.07(a) and as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)(i)Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent promptly on written demand such corresponding amount in immediately available funds with interest thereon, for each day from, and including, the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the

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Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from, and including, the date such amount is distributed to it to, but excluding, the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be prima facie evidence thereof, absent manifest error.

(c)Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e)Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f)Pro Rata Treatment. Except to the extent otherwise provided herein:

(i)each Borrowing (other than Swingline Borrowings) shall be made from the Lenders, each payment of fees under Section 2.09 and 2.03shall be made for account of the Lenders, and each termination or reduction of the amount of the Commitments shall, subject to Section 2.06 with respect to the reduction or termination of Temporary Revolving Commitments, be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments;

(ii)each Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Revolving Loans) or their

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respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans);

(iii)each payment or prepayment of principal of Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and

(iv)each payment of interest on Loans by the Borrower shall be made for account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders.

2.13Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of:

(a)Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time, to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time; or

(b)Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time, to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time;

then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall:

(A)notify the Administrative Agent of such fact; and

(B)purchase (for cash at face value) participations in the Loans, and sub-participations in L/C Obligations and Swingline Loans, of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be; provided, that:

(I)if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(II)the provisions of this Section 2.13 shall not be construed to apply to: (x) any payment made by or on behalf of the Borrower pursuant to and in

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accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender); (y) the application of Cash Collateral provided for in Section 2.14; or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in L/C Obligations or Swingline Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (as to which the provisions of this Section 2.13 shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14Cash Collateral.

(a)Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Maturity Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 2.05 or 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrower shall promptly (in the case of clause (iii) above) or within one (1) Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b)Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority (subject to Liens permitted under Section 7.01(j) or (m)) security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent reasonably determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, other than Liens permitted under Section 7.01(a), (j) or (m), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon written demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more blocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Revolving Lender that is a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d)Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released to the Borrower promptly following:

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(i)the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi))); or

(ii)the reasonable determination by the Administrative Agent and the L/C Issuer in consultation with the Borrower that there exists excess Cash Collateral;

provided, that, (A) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (B) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.15Defaulting Lenders.

(a)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows:

(A)first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;

(B)second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swingline Lender hereunder;

(C)third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14;

(D)fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent;

(E)fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement, and (B) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14;

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(F)sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;

(G)seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and

(H)eighth, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction;

provided, that, if (1) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees.

(A)Fees. No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)Letter of Credit Fees. Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Revolving Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.14.  

(C)Defaulting Lender Fees. With respect toany Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligationsthat has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (2) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

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(iv)Reallocation of Applicable Revolving Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Revolving Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 11.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law: (A) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure; and (B) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.14.

(b)Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swingline Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided, that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.16Incremental Facilities.

Subject to the terms and conditions set forth herein, the Borrower shall have the right, from time to time and upon at least ten (10) Business Days’ prior written notice to the Administrative Agent (an “Incremental Request”), to request to incur additional term loans under a then-existing tranche of Term Loans and/or add one or more additional tranches of term loans (“Other Term Loans” and, together with any additional term loans under a then-existing tranche incurred pursuant to this Section 2.16, the “Incremental Term Loans”; and any credit facility providing for any Incremental Term Loans being referred to as an “Incremental Term Facility”) and/or increase the Revolving Facility (the “Incremental Revolving Commitments”; and revolving loans made thereunder, the “Incremental Revolving Loans”); the Incremental Revolving Commitments, together with the Incremental Term Loans, are referred to herein as an “Incremental Facility”) subject, however, in any such case, to satisfaction of the following conditions precedent:

(a)the aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.16 shall not exceed the Incremental Cap;

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(b)subject to Section 1.09, on the date on which any Incremental Facility Amendment is to become effective, both immediately at the time of and immediately after giving effect to the incurrence of such Incremental Facility (assuming that the full amount of the Incremental Facility shall have been funded on such date) and any related transactions, no Default shall have occurred and be continuing;

(c)subject to Section 1.09, after giving effect to the incurrence of such Incremental Facility (assuming the full amount of the Incremental Facility has been funded) and any related transactions or other transactions occurring on the date thereof on a Pro Forma Basis, the Loan Parties shall be in compliance with the financial covenants set forth in Section 7.11;

(d)subject to Section 1.09, the representations and warranties set forth in Article V shall be true and correct in all material respects (or, if any such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects) on and as of the date on which such Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they shall be true and correct in all material respects (or, if any such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects) as of such earlier date;

(e)such Incremental Facility shall be in a minimum amount of $25,000,000;

(f)any Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the Revolving Facility, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth in Section 2.01(b);

(g)any Incremental Term Loans that constitute additional term loans under a then-existing tranche of term loans (which, for the avoidance of doubt, shall be determined by the Borrower and the Lenders providing such Incremental Term Loans) shall be made on the same terms and provisions (other than upfront fees) as apply to such outstanding term loans, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from such term loans;

(h)in the case of any Other Term Loan, such Other Term Loan shall (i) rank pari passu or junior in right of payment with the Facilities, not be Guaranteed by any Person that is not the Borrower or a Guarantor under the Facilities, and be unsecured or secured on a first lien pari passu basis with the Facilities or on a “junior” basis with the Facilities, in each case over the same (or less) Collateral that secures the Facilities (and in each case, such Other Term Loan shall be subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent) but if unsecured or secured on a “junior” basis to the Facilities, such Other Term Loan shall be documented in a separate agreement than this Agreement, (ii) to the extent such Other Term Loan is pari passu in right of payment and security with the then-existing term loans, (x) may share on a greater than pro rata basis, pro rata basis or less than pro rata basis with voluntary prepayments or repayments in respect of any then-existing term loans and (y) may share on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with mandatory prepayments or repayments in respect of the then-existing term loans; (iii) have a maturity date that is not earlier than the later of (A) the Maturity Date and (B) the final maturity of any then-existing Other Term Loan, (iv) have a Weighted Average Life to Maturity that is not shorter than the then-remaining Weighted Average Life to Maturity of the Term Loans or any then-existing Other Term Loan (it

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being understood that, subject to the foregoing, the amortization schedule applicable to such Other Term Loan shall be determined by the Borrower and the Lenders of such Other Term Loan);

(i)the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facility from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment);

(j)the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility and the validity of such Incremental Facility, all in form and substance reasonably satisfactory to the Administrative Agent; and

(k)unless such Incremental Facility is to be documented in a separate agreement than this Agreement, the Administrative Agent shall have received such amendments to the Collateral Documents as the Administrative Agent reasonably requests to cause the Collateral Documents to secure the Obligations (in a manner consistent with the terms of the Loan Documents) after giving effect to such Incremental Facility.

Unless such Incremental Facility is to be documented in a separate agreement than this Agreement, each Incremental Term Facility and any Incremental Revolving Commitments shall be evidenced by an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.16 (and subject to the limitations set forth in this Section 2.16), executed by the Loan Parties, the Administrative Agent and each Lender providing a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable; which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Facility Amendment shall also require such amendments to the Loan Documents, and such other new Loan Documents, as the Administrative Agent reasonably deems necessary or appropriate in consultation with the Borrower to effect the modifications and credit extensions permitted by this Section 2.16. Notwithstanding anything to the contrary in this Agreement or any other Loan Document (including Section 11.01) hereof, neither any Incremental Facility Amendment, nor any such amendments to the other Loan Documents or such other new Loan Documents, shall be required to be executed or approved by any Lender, other than the Lenders providing such Incremental Term Facility and/or Incremental Revolving Commitments, as applicable, and the Administrative Agent, in order to be effective. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction, on the date thereof, of each of the conditions set forth above and of such other conditions as agreed to by the Borrower and the Lenders under the Incremental Term Facility or Incremental Revolving Commitments established in connection therewith.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01Taxes.

(a)Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.  

(i)Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such

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payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding (upon the basis of the information and documentation to be delivered pursuant to clause (e) below) and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Laws and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)Payment of Other Taxes by the Loan Parties. Without limiting the provisions of clause (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c)Tax Indemnifications.

(i)Without duplication, each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent demonstrable error.

(ii)Each Lender and the L/C Issuer shall, and does hereby, severally indemnify and shall make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (B) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register, and (C) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent demonstrable error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).  

(d)Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, as provided in this Section 3.01, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority

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evidencing such payment, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Status of Lenders; Tax Documentation.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W–9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W–8BEN–E or W–8BEN (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to any other applicable payments under any Loan Document, IRS Form W–8BEN–E or W–8BEN (as applicable)  establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed originals of IRS Form W–8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate

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substantially in the form of Exhibit H–1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W–8BEN–E or W–8BEN (as applicable); or

(4)to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W–8IMY, accompanied by IRS Form W–8ECI, IRS Form W–8BEN–E or W–8BEN (as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit H–2 or Exhibit H–3, IRS Form W–9, and/or other certification documents from each beneficial owner, as applicable; provided, that, if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H–4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies (or originals, as required) of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by applicable Laws and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Laws (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii)Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f)Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or

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deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided, that, each Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party pursuant to this clause (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (f), in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this clause (f) the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This clause (f) shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

(g)Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

3.02Illegality.

If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or to make, maintain or fund or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (a) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurodollar Rate Loans to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans  the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such reasonable determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon written demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans, and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the

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Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03Inability to Determine Rates.

(a)If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (i)  the Administrative Agent reasonably determines that (A) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (B) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders reasonably determine that, for any reason, Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender in writing. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a reasonable determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such written notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

(b)Notwithstanding the foregoing, if the Administrative Agent has made the reasonable determination described in clause (a)(i) above, the Administrative Agent in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) above, (2) the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to the Lenders of funding the Impacted Loans, or (3) any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

3.04Increased Costs; Reserves on Eurodollar Rate Loans.  

(a)Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(d)) or the L/C Issuer;

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments,

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or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or the L/C Issuer to the Borrower pursuant to the type of certificate set forth below in clause (c), the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements. If any Lender or the L/C Issuer reasonably determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then, upon the Borrower receiving written notice thereof pursuant to the type of certificate set forth below in clause (c) from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in clauses (a) or (b) of this Section 3.04 and delivered to the Borrower shall be conclusive absent demonstrable error. Unless the Borrower notifies such Lender or L/C Issuer within three (3) Business Days of receipt of such certificate, specifically identifying the demonstrable error with respect to such amount, the Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as reasonably determined by such Lender in good faith, which reasonable determination shall be conclusive absent demonstrable error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as reasonably determined by such Lender in good faith, which reasonable

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determination shall be conclusive absent demonstrable error), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten (10) days’ prior written notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender (unless the Borrower notifies such Lender within three (3) Business Days of receipt of such certificate, specifically identifying the demonstrable error with respect to such additional interests or costs). If a Lender fails to give written notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such written notice.

(e)Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided, that, the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05Compensation for Losses.

Upon written demand of any Lender to the Borrower pursuant to a certificate setting forth the amount or amounts necessary to compensate such Lender under this Section 3.05 (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loanon the date or in the amount notified by the Borrower; or

(c)any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13;

excluding any actual loss of anticipated profitsbut including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also payany customary and reasonable administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

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3.06Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a written notice pursuant to Section 3.02, then at the request of the Borrower, such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

(b)Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance with Section 11.13.

3.07Successor LIBOR.

Notwithstanding anything to the contrary in this Agreement or any other Loan Document (including Section 11.01 hereof), if the Administrative Agent reasonably determines (which reasonable determination shall be conclusive absent demonstrable error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or the Required Lenders (as applicable) have reasonably determined, that:

(a)adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary;

(b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or

(c)syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR;

then, reasonably promptly after such reasonable determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted

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such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent and the Borrower written notice that such Required Lenders in good faith do not accept such amendment.  

If no LIBOR Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such written notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than one percent (1.0%) for purposes of this Agreement.

3.08Survival.

All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, resignation of the Administrative Agent and the Facility Termination Date.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01Conditions of Initial Credit Extension.

The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a)Execution of Credit Agreement; Loan Documents. The Administrative Agent shall have received:

(i)counterparts of this Agreement, executed by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender;

(ii)for the account of each Lender requesting a Note, a Note executed by a Responsible Officer of the Borrower;

(iii)counterparts of the Security Agreement and to the extent required by this Agreement, any other Collateral Document, executed by a Responsible Officer of the applicable Loan Parties and a duly authorized officer of any other Person party thereto, as applicable; and

(iv)counterparts of any other Loan Document, executed by a Responsible Officer of the applicable Loan Party and a duly authorized officer of each other Person party thereto.

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(b)Organization Documents, Resolutions, Etc.

(i)copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its formation, incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date;

(ii)such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and

(iii)such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing and, as applicable, in good standing and qualified to engage in business in its state of incorporation, organization or formation.

(c)Legal Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent.

(d)Personal Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:

(i)(A)    searches of UCC filings in the jurisdiction of organization, incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the active financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; and

(B)tax lien, judgment and bankruptcy searches;

(ii)searches of ownership of issued, registered or applied-for patents, trademarks and copyrights in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in such Intellectual Property;

(iii)completed UCC financing statements for each appropriate jurisdiction as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;

(iv)stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank; in each case to the extent such Pledged Equity is certificated; and

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(v)to the extent required to be delivered, filed, registered or recorded pursuant to the terms  and conditions of the Collateral Documents, all instruments, documentsand chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral;

(e)Liability, Casualty, Property, Terrorism and Business Interruption Insurance. The Administrative Agent shall have received certificates and endorsements of insurance evidencing that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and, as applicable, naming the Administrative Agent as lenders’ loss payable, loss payee or mortgagee, as its interest may appear, and/or additional insured, in each case as required under Section 6.07(b).

(f)Solvency Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the Solvency of the Borrower and its Subsidiaries on a consolidated basis, after giving effect to the Transactions and the initial Credit Extensions on the Closing Date on a Pro Forma Basis.

(g)Financial Condition Certificate. The Administrative Agent shall have received a certificate, executed by a Responsible Officer of the Borrower as of the Closing Date, demonstrating that after giving effect to the Transactions and the initial Credit Extensions on the Closing Date on a Pro Forma Basis, (i) the Consolidated Interest Coverage Ratio, recomputed as of the Fiscal Quarter ended September 30, 2018, shall not be less than 3.50:1.0 and (ii) the Consolidated Leverage Ratio, recomputed as of the end of the Fiscal Quarter ended September 30, 2018, shall not exceed 4.25:1.0.

(h)Loan Notice. The Administrative Agent shall have received a Loan Notice with respect to the Loans to be made on the Closing Date.

(i)Existing Indebtedness of the Loan Parties.

(i)That certain Amended and Restated Credit Agreement, dated as of February 20, 2015, by and among the Borrower, Bank of America, N.A., in the capacities specified therein, the other “Lenders” party thereto, and Wells Fargo Bank, N.A., in the capacities specified therein, shall be terminated (other than those provisions that expressly survive the termination thereof) and repaid in full.

(ii)All of the existing Indebtedness for borrowed money of the Closing Date Targets and their Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in full, and all security interests related to such Indebtedness repaid shall be terminated, on or prior to the Closing Date.

(j)Closing Date Acquisition. The Administrative Agent shall have received each of the following:

(i)Copies of the Closing Date Acquisition Documents certified by a Responsible Officer of the Borrower to be true and correct as of the Closing Date, the terms and conditions of which shall be reasonably satisfactory to the Administrative Agent;

(ii)Evidence that the Closing Date Acquisition shall have been consummated (or shall be consummated substantially concurrently with the advance of the initial Credit

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Extensions on the Closing Date) (A) substantially in accordance with the terms of the Closing Date Acquisition Documents, and (B) in compliance in all material respects with applicable Law and regulatory approvals; and

(iii)(A) Evidence that the Loan Parties shall have (or will have on the Closing Date) received any material governmental, shareholder and third party consents (including Hart-Scott-Rodino clearance, if required) and approvals necessary in connection with any material aspect of the Transactions, other than any filings or recordings to be made by the Administrative Agent with respect to Liens; (B) any governmental waiting periods applicable to any material aspect of the Transactions shall have expired without any action being taken by any authority that would restrain, prevent or impose any material adverse conditions on any material aspect of the Transactions; and (C) no law or regulation shall be applicable that would restrain, prevent or impose any material adverse conditions on any material aspect of the Transactions.

(k)Consents. The Administrative Agent shall have received evidence that all boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the entering into of this Agreement have been obtained, other than any filings or recordings to be made by the Administrative Agent with respect to Liens.

(l)KYC Information.

(i)Following the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act.

(ii)If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, following the reasonable request of any Lender made at least ten (10) days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, a Beneficial Ownership Certification in relation to the Borrower.

(m)Fees and Expenses. The Administrative Agent and the Lenders shall have received all fees and expenses, if any, owing pursuant to the Fee Letter and/or Section 2.09.

(n)Attorney Costs. The Borrower shall have paid all reasonable and documented fees, disbursements, and out-of-pocket expenses of Moore & Van Allen PLLC, as counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) owing pursuant to the entry into this Agreement and the Fee Letter (to the extent required by, and subject to the limitations set forth in Section 11.04(a)) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees and expenses as shall constitute its reasonable estimate of such fees and expenses incurred or to be incurred by it through the closing proceedings (provided, that, such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender,

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unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02Conditions to all Credit Extensions.

The obligation of each Lender and any L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a)Representations and Warranties. The representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by Material Adverse Effect or other materiality, in which case, it shall be true and correct in all respects) with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by Material Adverse Effect or other materiality, in which case, it shall be true and correct in all respects) as of such earlier date).

(b)Default. No Default shall exist, or would immediately result from such proposed Credit Extension and the application of proceeds thereof.

(c)Request for Credit Extension. The Administrative Agent and, if applicable, the L/C Issuer or the Swingline Lendershall have received a Request for Credit Extension in accordance with the requirements hereof.

(d)Cash on Hand Limitation.  After giving effect to any Request for Credit Extension  and the use of proceeds thereof, Cash on Hand shall not exceed $40,000,000.

Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in clauses (a) and, (b) and (d) above have been satisfied on and as of the date of the applicable Credit Extension.

Notwithstanding anything in this Section 4.02 to the contrary, with respect to the effectiveness of any Incremental Term Facility, the proceeds of which are to be used to finance a Limited Condition Transaction, (i) clauses (a) and (b) above shall be subject to Section 1.09, and (ii) such effectiveness shall be subject to the conditions precedent set forth in Section 2.16 and to such other conditions as are mutually agreed between the Borrower and the Lenders party to such Incremental Term Facility.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent and the Lenders, as of the date made or deemed made, that:

5.01Existence, Qualification and Power.

Each Loan Party and each of its Subsidiaries (other than any Immaterial Subsidiaries):

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(a)is duly incorporated, organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its formation, incorporation or organization;

(b)is duly qualified and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification;

except, in each case referred to in clause (b), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not:

(a)contravene the terms of any of such Person’s Organization Documents;

(b)conflict with or result in any breach or contravention of, or the creation of any Lien under (except for Liens in favor of the Administrative Agent), or require any payment to be made (except with respect to Indebtedness required to be repaid on the Closing Date pursuant to the Loan Documents) under (i) any material Contractual Obligation by which such Person or its property is bound, or (ii) any order, injunction, writ or decree of any Governmental Authority by which such Person or its property is bound; or

(c)violate in any material respect any Law.

5.03Governmental Authorization; Other Consents.

No approval, consent, exemption, authorization, or other action by, or notice to or filing with, any Governmental Authority or any other Person is necessary or required in connection with: (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document; (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents; or (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority (other than Permitted Liens) nature thereof); other than, in each case, (i) those approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, (ii) filings to perfect or continue the perfection of the Liens created by the Collateral Documents and (iii) those approvals, consents, exemptions, authorizations, actions, notices and filings the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

5.04Binding Effect.

This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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5.05Financial Statements; No Material Adverse Effect.

(a)Audited Financial Statements. The Audited Financial Statements: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated basis as of the date thereof and their results of operations, cash flows and changes in shareholders’ equity for the Fiscal Year covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be set forth therein in accordance with GAAP.

(b)Quarterly Financial Statements. The unaudited Consolidated balance sheet of the Borrower and its Subsidiaries dated as of September 30, 2018, and the related Consolidated statements of income or operations and cash flows for the Fiscal Quarter ended on that date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations and cash flows for the Fiscal Quarter covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c)The financial statements delivered or filed pursuant to Sections 6.01(a) and 6.01(b): (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries, in each case, as of the date thereof and their results of operations, in each case, for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be set forth therein in accordance with GAAP.

(d)Material Adverse Effect. Since the date of the balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

5.06Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after reasonable investigation, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their respective properties that: (a) purport to affect or pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby; or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

5.07No Default.

No Default has occurred and is continuing or would immediately result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

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5.08Ownership of Property.

Each Loan Party and each of its Subsidiaries has good title to, or valid leasehold interests in, all property necessary in the ordinary conduct of its business, except to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.09Environmental Compliance.

(a)The Loan Parties and their respective Subsidiaries have conducted in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Loan Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)None of the properties currently, or to the knowledge of the Loan Parties and their Subsidiaries, formerly owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property.  Except as could not reasonably be expected to result in a Material Adverse Effect, there are no, and to the knowledge of the Loan Parties and their Subsidiaries, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the best of the knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries, except, in each case of the foregoing, in compliance with Environmental Laws.

(c)Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action in response to any material actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries.

5.10Insurance.

The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies which may be Affiliates of the Loan Parties; provided, that, such insurance is obtained from such Affiliate on terms that are no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would have obtained from an unrelated Person, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates.

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5.11Taxes.

Except as set forth on Schedule 5.11, each Loan Party and its Subsidiaries has filed all federal and material state income and other material tax returns and reports required by Law to have been filed by it and has paid all federal and material state income and other material taxes and governmental charges due and payable with respect to such return, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. The Loan Parties have made adequate reserves on their books and records in accordance with GAAP for all taxes that have accrued but which are not yet due and payable. There is no tax sharing agreement applicable to the Borrower or any Subsidiary.

5.12ERISA Compliance.

(a)Except as could not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in all respects with the applicable provisions of ERISA, the Code and other federal or state laws.

(b)There are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c)     Except as could not reasonably be expected to result in a Material Adverse Effect:

(i)No ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan;

(ii)As of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and no Loan Party nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date;

(iii)No Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid;

(iv)Neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA;

(v)No Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan; and

(vi)Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan.

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5.13Margin Regulations; Investment Company Act.

(a)Margin Regulations. The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than twenty-five percent (25%) of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e), in each case, will be margin stock.

(b)Investment Company Act. No Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940.

5.14Disclosure.

No information furnished in writing (other than information of a general economic or industry nature) by any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being recognized by the Administrative Agent and the Lenders that any projections and forecasts provided by the Borrower (or any other Loan Party) are based on good faith estimates and assumptions believed by the Borrower (or such Loan Party) to be reasonable as of the date of the applicable projections or assumptions, and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results). As of the Closing Date, the information included in the Beneficial Ownership Certification, if provided, is true and correct in all respects.

5.15Compliance with Laws.

Each Loan Party and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which: (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.16Solvency.

The Loan Parties and their Subsidiaries, on a Consolidated basis, are Solvent.

5.17Sanctions Concerns and Anti-Corruption Laws.

(a)Sanctions Concerns. No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity  that is, or is owned or controlled by any individual or entity that is: (i) currently the subject or target of any Sanctions; (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority; or (iii) located, organized or resident in a Designated Jurisdiction.

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(b)Anti-Corruption Laws. The Loan Parties and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

5.18Subsidiaries; Equity Interests; Loan Parties.  

(a)Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.18(a) (other than Foreign Subsidiaries that are Immaterial Subsidiaries) is the following information which is true and complete in all respects as of the Closing Date: (i) a complete and accurate list of all Subsidiaries and Joint Ventures of the Loan Parties as of the Closing Date; (ii) the number of shares of Equity Interests in each Wholly-Owned Domestic Subsidiary outstanding; and (iii) the number or percentage of outstanding shares of Equity Interests of such Subsidiaries and Joint Ventures owned by the Loan Parties (other than Immaterial Subsidiaries). The outstanding Equity Interests in all Wholly-Owned Domestic Subsidiaries are validly issued, fully paid and, to the extent applicable, non-assessable and are owned free and clear of all Liens other than Permitted Liens. Except as set forth on Schedule 5.18(a), there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) for the purchase or acquisition of the Equity Interests of any Loan Party or any Subsidiary (other than Immaterial Subsidiaries), except as contemplated in connection with the Loan Documents.

(b)Loan Parties. Set forth on Schedule 5.18(b) is a complete and accurate list of all Loan Parties, showing as of the Closing Date: (i) the exact legal name; (ii) any former legal names of such Loan Party in the five (5) years prior to the Closing Date; (iii) the jurisdiction of its incorporation or organization, as applicable; (iv) the address of its chief executive office; (v) its U.S. federal taxpayer identification number; and (vi) the organization identification number (if any).

5.19Collateral Representations.

(a)Collateral Documents. The provisions of the Collateral Documents are effective to create, in favor of the Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein.

(b)Intellectual Property. Set forth on Schedule 5.19(b), as of the Closing Date, is a list of all Intellectual Property registered with either the United States Copyright Office or the United States Patent and Trademark Office (including all applications for registration and issuance owned by each of the Loan Parties (including the name/title, current owner, registration or application number, and registration or application date)).

5.20EEA Financial Institutions.

No Loan Party is an EEA Financial Institution.

5.21Intellectual Property; Licenses, Etc.

The Borrower and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights and other intellectual property rights (collectively, the “Intellectual Property”) that are reasonably necessary for the operation of their respective businesses as currently conducted. To the knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material used by the Borrower or any of its Subsidiaries

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and material to their respective businesses infringes upon any rights held by any other Person. No written claim has been received by and no litigation is pending or, to the knowledge of the Borrower, is threatened against the Borrower or any of its Subsidiaries, alleging any such infringement which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.22Labor Matters.

Except as set forth on Schedule 5.22, no Loan Party is subject to any labor or collective bargaining agreement. There are no existing or threatened strikes, lockouts or other labor disputes involving any Loan Party that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of the Loan Parties are not in violation of the Fair Labor Standards Act or any other applicable law, rule or regulation dealing with such matters, in each case, that could reasonably be expected to have a Material Adverse Effect.

5.23Subordinated Debt.

The subordination provisions of any Subordinated Debt are enforceable in all material respects against the holders of the Subordinated Debt by the Administrative Agent and the Lenders. All Secured Obligations constitute senior Indebtedness entitled to the benefits of the subordination provisions contained in any Subordinated Debt Documents. The Borrower acknowledges that the Administrative Agent and each Lender are entering into this Agreement and are extending the Commitments and making the Loans in reliance upon the subordination provisions of the Subordinated Debt and this Section 5.23.

ARTICLE VI

AFFIRMATIVE COVENANTS

Each of the Loan Parties hereby covenants and agrees that, on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall, and shall cause each of its Subsidiaries to:

6.01Financial Statements.

Deliver to the Administrative Agent (and the Administrative Agent shall deliver to each Lender):

(a)Audited Financial Statements. Upon filing with the SEC in an annual report on Form 10-K, and in any event within ninety (90) days after the close of each Fiscal Year of the Borrower, commencing with the Fiscal Year ending December 31, 2018, a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year, and the related Consolidated  statements of operations or income and cash flows and changes in shareholders’ equity for such Fiscal Year, setting forth, in each case in comparative form, the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young, LLP, any of the four largest independent certified public accounting firms in the United States or any regionally recognized independent certified public accounting firm in the United States approved by the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception (other than solely as a result of the maturity of the Obligations arising under the Loan Documents) or any qualification or exception as to the scope of such audit (other than solely with respect to the Fiscal Year ending December 31, 2018, a qualification or exception related to the Closing Date Targets and their Subsidiaries not being required to be compliant with Section 404 of the Sarbanes Oxley Act until January 1, 2019 (and any similar qualification or exception in the future with respect to any Target

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or its Subsidiaries not being required to be compliant with Section 404 of the Sarbanes Oxley Act until the year after the consummation of the Permitted Acquisition involving such Target));

(b)Quarterly Financial Statements. Upon filing with the SEC in a quarterly report ofon Form 10-Q, and in any event within forty-five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year of the Borrower, commencing with the Fiscal Quarter ending March 31, 2019, a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter, and the related Consolidated statements of operations or income and cash flows for such Fiscal Quarter and for the portion of the Borrower’s Fiscal Year then ended, together with a comparison of such financial statements with the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, certified, pursuant to the compliance certificate delivered pursuant to Section 6.02(a), by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officerof the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes, together with the related management’s discussion and analysis of financial condition and results of operations;

(c)Business Plan and Budget. Not later than February 28^th of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2019 an annual business plan and budget of the Borrower and its Subsidiaries on a Consolidated basis, including forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Administrative Agent and the Required Lenders, of Consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the then current Fiscal Year; and

(d)Promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws.

As to any information contained in materials furnished pursuant to the penultimate paragraph of Section 6.02, the Borrower shall not be separately required to furnish such information under clauses (a) or (b) above, provided, that, it is understood and agreed that materials furnished pursuant to the foregoing, shall be furnished within the time periods specified in clauses (a) and (b) above.  

6.02Certificates; Other Information.

Deliver to the Administrative Agent (and the Administrative Agent shall deliver to each Lender):

(a)Compliance Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b)(commencing with the delivery of the financial statements for the Fiscal Quarter ending March 31, 2019), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of the Borrower. Delivery of the Compliance Certificate may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.

(b)Updated Schedules. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(a), the following updated Schedules to this Agreement (which may be attached to the Compliance Certificate) to the extent required to make the representation related to such Schedule true and correct as of the date of such Compliance Certificate: Schedule 5.19(b).

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(c)Audit Reports; Management Letters; Recommendations. Promptly after any reasonable written request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) (other than any routine communications between the independent auditors and the audit committee) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them.

(d)Annual Reports; Etc. Promptly after the same are available (unless, in each case, such report, statement, or other communication is publicly available on the SEC’s internet website), copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto.

(e)Subordinated Debt Notices. Promptly following receipt, copies of (i) any notice of event of default (after giving effect to grace and cure periods) or acceleration received from any holder or trustee of, under or with respect to any Subordinated Debt, and (ii) any material amendment, waiver, consent or other modification of any material documentation governing any Subordinated Debt.

(f)SEC Notices. Promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of any material written notice or other material written correspondence received from the SEC (or comparable governmental agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof.

(g)Environmental Notice. Promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect.

(h)Additional Information. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request in writing.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 1.01(a) or at www.sec.gov, or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent, and (ii) the Borrower shall notify the Administrative Agent (by fax transmission or e-mail transmission) of the posting of any such documents and provide to the Administrative Agent by e-mail electronic versions (i.e., soft copies) of such documents.  The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above.

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The Borrower hereby acknowledges that (A) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, BofA Securities, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, that, to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (4) the Administrative Agent and any Affiliate thereof and BofA Securities shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.  Each Loan Party acknowledges and agrees that the DQ List may be posted promptly to all Lenders by the Administrative Agent (including any updates thereto).

6.03Notices.

Promptly, but in any event within five (5) Business Days, upon a Responsible Officer of a Loan Party obtaining knowledge thereof, notify the Administrative Agent (and the Administrative Agent shall notify each Lender):

(a)of the occurrence of any Default and whether such Default is continuing;

(b)of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect; and

(c)of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary, including any determination by the Borrower referred to in Section 2.10(b).

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and to the extent applicable, stating what action the Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a) shall describe with reasonable particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04Payment of Obligations.

Other than with respect to any Immaterial Subsidiary, pay and discharge as the same shall become due and payable, all of its obligations and liabilities, including, all federal and state income and other material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets,

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unless the same are being contested in good faith by appropriate proceedings diligently conducted, adequate reserves with respect thereto in accordance with GAAP are being maintained by the Borrower or such Subsidiary and, in the case of a claim which could become a Lien (other than Permitted Liens) on any Collateral, such contest proceedings shall stay the foreclosure of such Lien (other than Permitted Liens) or the sale of any portion of the collateral to satisfy such claim.

6.05Preservation of Existence, Etc.

(a)Other than with respect to any Immaterial Subsidiary, preserve and maintain (i) its legal existence under the Laws of the jurisdiction of its organization, formation or incorporation, except in a transaction permitted by this Agreement (including Section 7.04 or 7.05 (other than by reference to this Section 6.05 (or any sub-clause hereof)) and (ii) its good standing under the Laws of the jurisdiction of its organization, formation or incorporation, except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect;

(b)take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, that, the Loan Parties shall not be required to preserve any such right, license or franchise, if the Borrower or applicable Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Administrative Agent or the Lenders; and

(c)preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06Maintenance of Properties.

(a)Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear and casualty excepted; and

(b)Make, or cause to be made, all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.07Maintenance of Insurance.

(a)Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards)as are customarily carried under similar circumstances by such other Persons, including, without limitation: terrorism insurance (which insurance, for the avoidance of doubt, may consist of coverage under another insurance policy and does not need to be a standalone insurance policy).

(b)Evidence of Insurance. Cause the Administrative Agent to be named as lenders’ loss payable, loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing liability coverage or coverage in respect of any Collateral for which such provision is available, and cause, unless otherwise agreed to by the Administrative Agent, each provider of any such insurance to agree, by endorsement upon such policy or policies issued by it or by independent

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instruments furnished to the Administrative Agent that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or cancelled (or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums).

6.08Compliance with Laws.

Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which: (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09Books and Records.

Maintain books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP.

6.10Inspection Rights.

Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided, that, excluding any such inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10 and the Administrative Agent shall not perform more than one such inspection or audit per calendar year absent the existence of an Event of Default. All such inspections by the Administrative Agent shall be at the Administrative Agent’s expense; provided, that, so long as an Event of Default exists, all such inspections by the Administrative Agent shall be at the Borrower’s expense and all such inspections by a Lender shall be at such Lender’s expense, and the Administrative Agent or any Lender shall be able to perform inspections as often as it desires and at any time without notice during the continuation of any such Event of Default. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with such independent auditors.

6.11Use of Proceeds.

Use the proceeds of the Credit Extensions (a) to finance the Closing Date Acquisition and to refinance existing Indebtedness, and the fees, costs and expenses related thereto or the other Transactions, and (b) to finance working capital, capital expenditures, Permitted Acquisitions, Restricted Payments and other general corporate purposes not in contravention of any Law or of any Loan Document.

6.12ERISA Compliance.

Except as could not reasonably be expected to result in a Material Adverse Effect, do, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law; (b) cause each Plan that is qualified under Section 401(a) of the Code to maintain such qualification; and (c) make all required contributions to any Plan subject to Section 412, Section 430 or Section 431 of the Code.

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6.13Covenant to Guarantee Obligations.

Cause each direct Wholly-Owned Domestic Subsidiaries of the Loan Parties (other than (a) any Foreign Holdco, (b) any Immaterial Wholly-Owned Domestic Subsidiary, (c) Central Parking Finance Trust and (d) APCOA Bradley until such entity becomes a Guarantor) whether newly formed, after acquired or otherwise existing (including any Wholly-Owned Domestic Subsidiary that ceases to be an Immaterial Wholly-Owned Domestic Subsidiary) to promptly (and, in any event, within forty-five (45) days after such Subsidiary is formed, acquired or otherwise existing (including any Wholly-Owned Domestic Subsidiary that ceases to be an Immaterial Wholly-Owned Domestic Subsidiary) (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement.  In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to clauses (b) through (d) of Section 4.01 and Section 6.14, and such other documents or agreements as the Administrative Agent may reasonably request in writing.

6.14Covenant to Give Security.

Except with respect to Excluded Property:

(a)Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Wholly-Owned Domestic Subsidiary (other than a Foreign Holdco, an Immaterial Wholly-Owned Domestic Subsidiary, Central Parking Finance Trust or APCOA Bradley) and (ii) 65% of the issued and outstanding Equity Interests in each Foreign Subsidiary that is a Wholly-Owned Subsidiary (other than any Immaterial Subsidiary) or Foreign Holdco that is a Wholly-Owned Subsidiary (other than any Immaterial Subsidiary), in each case, directly owned by any Loan Party to be subject at all times to a first priority (subject to Permitted Liens), perfected Lien in favor of the Administrative Agent to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents, and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request in writing, including any filings and deliveries necessary to perfect such Liens and favorable opinions of counsel, all in form and substance reasonably satisfactory to the Administrative Agent.

(b)Other Property. Cause all property (other than Excluded Property) of each Loan Party to be subject at all times to first priority (subject to Permitted Liens), perfected Liens in favor of the Administrative Agent to secure the Secured Obligations pursuant to the Collateral Documents and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request in writing, including filings and deliveries necessary to perfect such Liens, Organization Documents, resolutions and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent.

6.15Further Assurances.

Promptly following the reasonable written request by the Administrative Agent, or the Required Lenders through the Administrative Agent:

(a)correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof; and

(b)do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments and documents as the

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Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to:

(i)carry out more effectively the purposes of the Loan Documents;

(ii)to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents;

(iii)perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder; and

(iv)assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

6.16Compliance with Environmental Laws.

Comply, and require all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, that, neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

6.17Anti-Corruption Laws.

Conduct its business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws.

ARTICLE VII

NEGATIVE COVENANTS

Each of the Loan Parties hereby covenants and agrees that, on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

7.01Liens.

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”):  

(a)Liens pursuant to any Loan Document;

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(b)Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof; provided, that: (i) the property covered thereby is not materially changed; (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b); and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);

(c)Liens for Taxes which are not overdue for more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d)statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, operators’, drillers’ or other like Liens and Liens to secure claims for labor, material or supplies, in each case arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided, that, adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e)pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance, pensions and other social security legislation, other than any Lien imposed by ERISA;

(f)pledges or deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, indemnity bond, performance bonds and other obligations of a like nature incurred in the ordinary course of business, or in connection with contests, to the extent that payment thereof is not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided, that, adequate reserves with respect thereto are maintained on the books of the applicable Person;

(g)reservations of, easements, rights-of-way, sewers, electric lines, telecommunications lines, restrictions on the use of real property, minor defects and irregularities in the title thereto and other similar encumbrances affecting real property, and zoning restrictions which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person;

(h)Liens arising solely from precautionary UCC financing statement filings with respect to Operating Leases entered into by the Borrower or any Subsidiary in the ordinary course of business with respect to any lease not prohibited by this Agreement;

(i)Liens securing Indebtedness permitted under Sections 7.02(b) (other than letters of credit scheduled pursuant to (and already covered by) Section 7.02(r)) and 7.02(k) or created to secure payment of a portion of the purchase price of, or existing at the time of acquisition of, any tangible fixed asset (including Liens granted in connection with purchase money Indebtedness, Capital Leases or Ordinary Course Capital Leases); provided, that, (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;

(j)bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents and any other items on deposit in one or more accounts maintained by the Borrower or any of its Subsidiaries, in each case in the ordinary course of business in favor of the bank or other depository institution with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements arising as a matter of Law or created pursuant to any customary agreement with respect to opening such accounts or any account control agreement in favor of the Administrative Agent;

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(k)Liens arising out of judgments or awards not resulting in an Event of Default; provided, that, the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review;

(l)any interest or title of a lessor, licensor, sublicensor or sub-lessor under any lease, license, sublicense or sublease entered into by any Loan Party or any Subsidiary in the ordinary course of business and covering only the assets so leased, licensed, sublicensed or subleased;

(m)Liens of a collection bank arising under Section 4–210 of the UCC or similar provisions of applicable Law on items in the course of collection;

(n)any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority;

(o)Liens on the daily revenues in favor of Persons other than the Borrower or its Affiliates who are parties to the Facility Leases and Facility Management Agreements for the amounts due to them pursuant thereto;

(p)purported Liens in the ordinary course of business on fixtures to the extent applicable Law permits a mortgagee to claim an interest therein; provided, that, such purported Liens do not secure any Indebtedness of the Borrower or any of its Affiliates;

(q)Liens on unearned insurance premiums to secure Indebtedness referred to in Section 7.02(j);

(r)Liens arising by applicable Law in respect of employees’ wages, salaries, or commissions owed;

(s)prepayments and security deposits in the ordinary course of business securing leases, subleases, licenses, sublicenses, use and occupancy agreements, utility services and similar transactions, in each case, permitted hereunder and not required as a result of any breach of any agreement or default in the payment of any obligation;

(t)Liens solely on any cash earnest money deposits made by the Borrower or any of its Subsidiaries in connection with any Investments permitted under Section 7.03 (other than by reference to this Section 7.01 (or any sub-clause hereof));  

(u)other Liens not described above securing obligations not to exceed at any time outstanding an aggregate amount equal to (i) from the Fourth Amendment Effective Date through the Trigger Date, $25,000,000 and (ii) after the Trigger Date, the greater of (iA) $50,000,000 and (iiB) five percent (5.0%) of Consolidated Total Assets; and

(v)Liens on cash and Cash Equivalents in favor of Iberiabank or its Affiliates securing the Indebtedness permitted under Section 7.02(r).

7.02Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness, except:

(a)Indebtedness under the Loan Documents;

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(b)Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (other than letters of credit scheduled pursuant to (and already covered by) Section 7.02(r)) and any refinancings, refundings, renewals or extensions thereof; provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension;

(c)Indebtedness of the Borrower or a Subsidiary owed to the Borrower or a Subsidiary, which Indebtedness shall: (i) to the extent reasonably required and requested in writing by the Administrative Agent, be evidenced by promissory notes, which shall be pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement; and (ii) be otherwise permitted under the provisions of Section 7.03 (other than by reference to this Section 7.02 (or any sub-clause hereof)) (“Intercompany Debt”);

(d)Guarantees by the Borrower or any Subsidiary of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary; provided, that, Guarantees by a Loan Party of Indebtedness of a non-Loan Party must be permitted by a sub-clause of Section 7.03 other than Section 7.03(c);

(e)obligations (contingent or otherwise) existing or arising under any Swap Contract entered into in the ordinary course of business for bona fide hedging purposes and not for speculation and Permitted Hedge Transactions;

(f)Subordinated Debt; provided, that, (i) immediately before and after (on a Pro Forma Basis acceptable to the Administrative Agent and supported by such certificates reasonably required by the Administrative Agent) the incurrence of any such Subordinated Debt (and assuming for such purposes that such Subordinated Debt is fully drawn), no Default or Event of Default shall exist and the Borrower shall be in Pro Forma Compliance with the financial covenants set forth in Section 7.11 as of the date of incurrence of such Subordinated Debt, and (ii) all material agreements, documents and instruments relating to such Subordinated Debt shall have been delivered to and approved by the Administrative Agent prior to the incurrence of such Subordinated Debt and (iii) from the Fourth Amendment Effective Date through the Trigger Date, the aggregate principal amount of all such Subordinated Debt shall not exceed $50,000,000;

(g)contingent liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with Dispositions permitted under Section 7.05 (other than by reference to this Section 7.02 (or any sub-clause hereof));

(h)Earnouts with respect to Permitted Acquisitions or other permitted Investments;

(i)trade accounts payable and accrued expenses arising in the ordinary course which are current or past due only in an amount which is not material in the aggregate for the Borrower and its Subsidiaries on a consolidated basis, or which are being contested in good faith by appropriate proceedings and for which adequate reserves are maintained on the books of the Borrower;

(j)Indebtedness incurred to finance insurance premiums in the ordinary course of business consistent with past practices of the Borrower;

(k)Indebtedness represented by purchase money Indebtedness, Facility Leases, Ordinary Course Equipment Leases, Capital Leases, Ordinary Course Capital Leases and Facility Management Agreements;

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(l)(i) Indebtedness for bank overdrafts or returned items incurred in the ordinary course of business that are promptly repaid and (ii) Indebtedness under Secured Cash Management Agreements;

(m)unsecured Indebtedness owing to banks or other financial institutions under credit cards issued to officers and employees for, and constituting, business-related expenses in the ordinary course of business; provided, that, such Indebtedness is extinguished within ninety (90) days after the incurrence thereof;

(n)Indebtedness representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business;

(o)obligations arising under indemnity agreements to title insurers to cause such title insurers to issue the Administrative Agent title insurance policies required hereunder;

(p)Indebtedness in respect of appeal, bid, performance or surety or similar bonds, workers’ compensation claims and self-insurance obligations issued for the account of the Borrower or any Subsidiary in the ordinary course of business;

(q)Indebtedness not contemplated by the other sub-clauses of this Section 7.02; provided, that, immediately before and after (on a Pro Forma Basis acceptable to the Administrative Agent and supported by such certificates required by the Administrative Agent) the incurrence of any such Indebtedness (and assuming for such purposes that such Indebtedness is fully drawn), no Default or Event of Default shall exist and, after giving effect thereto, (i) the Consolidated Interest Coverage Ratio determined on a Pro Forma Basis for the most recent Measurement Period would at least equal the Consolidated Interest Coverage Ratio required under Section 7.11(a) and (ii) the Consolidated Leverage Ratio determined on a Pro Forma Basis for the most recent Measurement Period would not exceed the lesser of (x) 3.245:1.0 and (y) the maximum Consolidated Leverage Ratio permitted under Section 7.11(b) for such Measurement Period; and

(r)letters of credit issued by Iberiabank or any of its Affiliates for the benefit of the Closing Date Targets set forth on Schedule 7.02 and any extensions, restatements or replacements thereof.; and

(s)other unsecured Indebtedness and Permitted Convertible Indebtedness; provided, that (i) the aggregate amount of such Indebtedness shall not exceed $300 million, (ii) the Net Cash Proceeds of such Indebtedness are used to prepay the Obligations in accordance with Section 2.05(b)(viii), (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, (iv) the Borrower shall have delivered a certificate from a Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants set forth in Section 7.11 (to the extent such financial covenants are tested at such time) after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, (v) such Indebtedness is not at any time guaranteed by any Subsidiary that is not a Guarantor of the Obligations and (vi) no such Indebtedness shall (A) have a scheduled maturity or require any regularly scheduled amortization payment to be made prior to the date that is 181 days after the Maturity Date or (B) be subject to any mandatory redemption, mandatory repurchase or other mandatory prepayments of principal (including early conversion triggers) other than those that the Borrower and the Administrative Agent agree, in good faith, are customary for such Indebtedness.

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7.03Investments.

Make or hold any Investments, except:

(a)Investments held by the Borrower and its Subsidiaries in the form of cash or Cash Equivalents;

(b)(i) Investments by the Borrower and its Subsidiaries in Subsidiaries outstanding on the Closing Date; (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties(including during the period set forth in Section 6.13 during which such Subsidiaries are not yet Loan Parties); (iii) additional Investments by Subsidiaries that are not Loan Parties in other Subsidiaries that are not Loan Parties; and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Joint Ventures and Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof, together with any Investments permitted under Section 7.03(m), not to exceed at any time outstanding an aggregate amount equal to the greater of (A) $100,000,000 and (B) ten percent (10.0%) of Consolidated Total Assets, provided, that, no Investments pursuant to this Section 7.03(b)(iv) shall be permitted after the Third Amendment Effective Date until the date on which the Borrower has delivered a Compliance Certificate for the Fiscal Quarter ending June 30, 2021through the Trigger Date;

(c)Guarantees permitted by Section 7.02;

(d)Investments existing on the Closing Date and set forth on Schedule 7.03 (including any reinvestments thereof);

(e)Permitted Acquisitions,provided, that, no Permitted Acquisitions shall be permitted after the Third Amendment Effective Date until the date on which the Borrower has delivered a Compliance Certificate for the Fiscal Quarter ending June 30, 2021;

(f)Investments (including debt obligations) received in connection with the bankruptcy or reorganization of account debtors, suppliers and customers and in settlement of delinquent obligations of, and other disputes with, account debtors, customers and suppliers arising in the ordinary course of business;

(g)extensions of trade credit made in the ordinary course of business on customary credit terms and commissions, relocation, travel and similar advances made to officers and employees and to consultants for consulting services and reimbursable expenses, all in the ordinary course of business; provided, that, advances to officers, employees and to consultants for purposes other than commission, relocation and travel shall not exceed $2,500,000 in aggregate at any time outstanding;

(h)advances made by the Borrower or its Subsidiaries or Joint Ventures to clients in connection with Facility Leases and Facility Management Agreements of the Borrower in the ordinary course of business consistent with past practices;

(i)to the extent any Capital Expenditure would constitute an Investment, such Capital Expenditure;

(j)Investments received as the non-cash portion of consideration received in connection with transactions permitted pursuant to Section 7.05 (other than by reference to this Section 7.03 (or any sub-clause hereof));

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(k)to the extent constituting Investments, pledges and deposits of the type described in Section 7.01(e) and (f), in each case, to the extent permitted by Section 7.01(e) and (f);

(l)Investments in Swap Contracts to the extent permitted by Section 7.02(e);

(m)so long as no Default has occurred and is continuing or would result from any such Investment, other Investments in an aggregate amount, which, together with any Investments permitted under Section 7.03(b)(iv), do not exceed at any time outstanding the greater of (i) $100,000,000 and (ii) ten percent (10.0%) of Consolidated Total Assets,provided, that, no Investments pursuant to this Section 7.03(m) shall be permitted after the Third Amendment Effective Date until the date on which the Borrower has delivered a Compliance Certificate for the Fiscal Quarter ending June 30, 2021through the Trigger Date;

(n)Investments existing as of the Closing Date in Subsidiaries, Joint Ventures and other Persons set forth on Schedule 5.18(a); and

(o)Liens permitted by Section 7.01 (other than by reference to this Section 7.03 (or any sub-clause hereof)).

provided, that, any Investment which when made complies with the requirement of the definition of the term “Cash Equivalent” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements.

7.04Fundamental Changes.

Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, provided, that, so long as no Default would immediately result therefrom:

(a)any Subsidiary may merge with: (i) the Borrower, provided, that, the Borrower shall be the continuing or surviving Person; or (ii) any one or more other Subsidiaries, provided, that, when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person;

(b)any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to the Borrower or to another Loan Party;

(c)any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation or dissolution) to: (i) another Subsidiary that is not a Loan Party; or (ii) to a Loan Party;

(d)each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, in each case, in a transaction permitted by Section 7.03 or Section 7.05 (other than by reference to this Section 7.04 (or any sub-clause hereof)); provided, that, in each case, immediately after giving effect thereto: (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person;

(e)upon notice to the Administrative Agent, any Subsidiary may merge with or into a newly-created Subsidiary which is incorporated, formed or otherwise organized pursuant to the laws of the State

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of Delaware, solely for the purpose of reorganizing the previously existing Subsidiary under the laws of the State of Delaware; provided, that, in each case, if any party to such merger is a Guarantor, the surviving Subsidiary shall become a Guarantor if otherwise required by Section 6.13; and

(f)any Loan Party (other than the Borrower) or any Subsidiary may split or otherwise divide into two or more Persons; provided, that, in each case, if any such division is of a Guarantor, the Persons resulting from such division shall become Guarantors if otherwise required by Section 6.13.

7.05Dispositions.

Make any Disposition or enter into any agreement to make any Disposition, except:

(a)Permitted Transfers;

(b)to the extent constituting a Disposition, any (i) Lien permitted by Section 7.01, (ii) Investment permitted by Section 7.03 or (iii) action permitted by Section 7.04 (in each case, other than by reference to this Section 7.05 (or any sub-clause hereof)); and

(c)Permitted Warrant Transactions; and

(d)(c) other Dispositions so long as (i) at least 75% of the consideration paid in connection therewith shall be cash or Cash Equivalents (provided, that, for purposes hereof, cash consideration shall include (A) cash and Cash Equivalents paid contemporaneously with the consummation of the Disposition, (B) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to a Loan Party or any of its Subsidiaries) of any Loan Party or any of its Subsidiaries (as shown on such Person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets and for which the Loan Parties and their Subsidiaries shall have been validly released by all relevant creditors in writing, (C) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, and (D) any securities received by such Loan Party or its Subsidiaries from such transferee that are converted by such Person into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable Disposition paid contemporaneously with consummation of the Disposition and shall be in an amount not less than the fair market value of the property disposed of; (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 7.13; (iii) such transaction does not involve the sale or other disposition of minority Equity Interests in any Subsidiary; (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section; and (v) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions occurring after the Closing Date (other than (1) Sale and Leaseback Transactions permitted by Section 7.13 and (2) the Disposition of Non-Core Assets) shall not exceed the greater of (x) $100,000,000 and (y) 10.0% of Consolidated Total Assets.

7.06Restricted Payments.

Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation to do so, provided, that:

(a)each Subsidiary may declare and make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

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(b)each Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Qualified Capital Stock of such Person;

(c)the Borrower may declare and make any other Restricted Payment, so long as: (i) no Default shall exist or would exist after giving effect thereto; (ii) the Borrower shall provide a compliance certificate evidencing (which certificate, for the avoidance of doubt, may, at the sole option of the Borrower, be provided on the LCT Test Date in accordance with Section 1.09) that,after giving effect to such Restricted Payment on a Pro Forma Basis, the Loan Parties are in Pro Forma Compliance with the financial covenants set forth in Section 7.11; and (iii) after giving effect to such Restricted Payment and any Credit Extensions made in connection therewith, Availability shall be at least $20,000,000;provided, that, no Restricted Payments may be made pursuant to this Section 7.06(c) after the Third Amendment Effective Date until the date on which the Borrower has delivered a Compliance Certificate for the Fiscal Quarter ending June 30, 2021; andthrough the Trigger Date;

(d)each Loan Party and each Subsidiary may declare and make Restricted Payments to the Borrower or any Guarantor.;

(e)the Borrower may deliver or cause to be delivered shares of the Borrower’s common stock to satisfy obligations in respect of Permitted Convertible Indebtedness; and

(f) the Borrower may make any payment of premium to a counterparty under any Permitted Bond Hedging Transaction.

7.07Change in Nature of Business.

Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the Closing Date or any business reasonably related, complementary, ancillary or incidental thereto and reasonable extensions thereof.

7.08Transactions with Affiliates.

Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than: (a) advances of working capital to any Loan Party; (b) transfers of cash and assets to any Loan Party; (c) (i) intercompany transactions expressly permitted by Section 7.02, Section 7.03, Section 7.04, Section 7.05 or Section 7.06 (in each case, other than by reference to this Section 7.08 (or any sub-clause hereof)) and (ii) other transactions solely (A) between or among the Borrower and/or one or more Wholly-Owned Subsidiaries, (B) between or among Subsidiaries that are not Loan Parties and are not Wholly-Owned Domestic Subsidiaries and (C) between or among Foreign Subsidiaries; (d) (i) salaries, bonuses or other compensation and (ii) reimbursement of expenses of officers and directors in the ordinary course of business; and (e) other transactions (including, without limitation, Facility Management Agreements and Facility Leases) entered into on terms and conditions at least as substantially favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an Affiliate.

7.09Burdensome Agreements.

Enter into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that encumbers or restricts the ability of any such Person to (a) to act as a Loan Party; (b) make Restricted Payments to any Loan Party, (c) pay any Indebtedness or other obligation owed to any Loan Party, (d) make loans or advances to any Loan Party, or (e) pledge its property or assets pursuant to the Loan Documents; except (in respect of any of the matters referred to in clauses (a) through (e) above)

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for (i) this Agreement and the other Loan Documents, (ii) in the case of clause (e) only, (A) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement and (B) any Permitted Lien or any document or instrument governing any Permitted Lien; provided, that, with respect to each of clauses (A) and (B), (x) such restrictions or conditions apply only to the property or assets either (I) financed by(or securing) such Indebtedness or (II) subject to such Permitted Lien and (y) such restrictions or conditions do not restrict the Liens of the Administrative Agent securing the Secured Obligations (for purposes of clarification this clause (y) shall not restrict the Borrower and its Subsidiaries from incurring purchase money Indebtedness or Capital Leases so long as the documents governing such Indebtedness or Capital Lease only restrict the assets or property subject to such Indebtedness or Capital Lease), (iii) customary restrictions and conditions contained in agreements relating to the sale of a joint venture or Subsidiary or any assets of the Borrower, any Subsidiary or any joint venture pending such sale, provided, that, such restrictions and conditions apply only to the assets, joint venture or Subsidiary to be sold, (iv) customary provisions in leases, subleases, licenses, sublicenses, Joint Venture agreements (created in the ordinary course of business) and other contracts restricting the assignment thereof, (v) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business, (vi) any agreement in effect (1) on the Closing Date or (2) at the time that any joint venture or Subsidiary (or any asset) is acquired by the Borrower or any Subsidiary, in each case, so long as it was not entered into in contemplation thereof, (vii) restrictions on cash or other deposits imposed by suppliers, landlords, customers, insurance and surety or bonding companies under contracts entered into in the ordinary course of business, (viii) in respect of matters referenced in clauses (b) through (d) above and, to the extent such restrictions apply only to Subsidiaries other than Wholly-Owned Domestic Subsidiaries, clause (e) above, restrictions arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if such restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as whole (as reasonably determined in good faith by the Borrower) and (ix) restrictions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract instrument or obligations referred to in the foregoing clauses (i) through (viii); provided, that, no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive (taken as a whole) with respect to such restrictions, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing (taken as a whole).

7.10Use of Proceeds.

Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

7.11Financial Covenants.

(a)Consolidated Interest Coverage Ratio. Commencing with the Fiscal Quarter ending MarchDecember 31, 20192020, permit the Consolidated Interest Coverage Ratio as of the end of any Measurement Period ending as of the last day of any Fiscal Quarter of the Borrower to be less than the ratio set forth below opposite such period:

Measurement Period Ending	Consolidated Interest Coverage Ratio
March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, and March 31, 2020	3.52.50:1.0
March 31, 2021	1.60:1.0

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June 30, 2020 and September 30, 20202021	2.75:1.0
September 30, 2021	2.60:1.0
December 31, 2020 and March 31, 2021	3.00:1.0
March 31, 2022	3.25:1.0
June 30, 20212022 and each Fiscal Quarter thereafter	3.50:1.0

(b)Consolidated Leverage Ratio. Commencing with the Fiscal Quarter ending MarchDecember 31, 20192020, permit the Consolidated Leverage Ratio as of the end of any Measurement Period ending as of the last day of any Fiscal Quarter of the Borrower to be greater than the ratio set forth below opposite such period:

Measurement Period Ending	Maximum Consolidated Leverage Ratio
MarchDecember 31, 2019, June 30, 2019 and September 30, 20192020	4.24.75:1.0
December 31, 2019 and March 31, 2020	4.00:1.0
March 31, 2021 and June 30, 20202021	Not Tested
September 30, 20202021	5.505.25:1.0
December 31, 2020 and March 31, 2021	4.75:1.0
June 30March 31, 20212022	4.04.50:1.0
June 30, 2022, September 30, 2021,2022 and December, 31, 2021 and March 31, 2022	3.754.00:1.0
June 30, 2022March 31, 2023 and each Fiscal Quarter thereafter	3.503.75:1.0

(c) Minimum Liquidity. Permit Liquidity at March 31, 2021 and June 30, 20202021 to be less than $50,000,00040,000,000.

7.12 Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes.

(a)Amend any of its Organization Documents in any way which would reasonably be expected to materially adversely affect the interests of the Lenders;

(b)change its Fiscal Year (other than a Subsidiary changing its Fiscal Year to coincide with the Borrower);

(c)without providing five (5) days prior written notice to the Administrative Agent (or such shorter period of time as agreed to by the Administrative Agent), change its legal name,  state of formation or form of organization; or

(d)make any change in accounting policies or reporting practices, except as required or permissible by GAAP and other than a Subsidiary changing its accounting policies or reporting practices to coincide with the Borrower.

7.13Sale and Leaseback Transactions.

Enter into any Sale and Leaseback Transaction; other than, so long as, no Default shall exist or would exist after giving effect thereto, Sale and Leaseback Transactions in an aggregate amount not to

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exceed during the term of this Agreement the greater of (i) $50,000,000 and (ii) five percent (5.0%) of Consolidated Total Assets.

7.14Prepayments and Amendments of Subordinated Debt and other Indebtedness.

(a) Prepay, pay, repay, redeem, purchase, defease or otherwise satisfy Subordinated Debt or obligate itself to do so prior to the scheduled maturity thereof in any manner (including by the exercise of any right of setoff) (any of the foregoing, a “Prepayment of Subordinated Debt”); provided, that, the Borrower may make Prepayments of Subordinated Debt so long as: (i) no Default shall exist and be continuing or would immediately result therefrom; (ii) the Borrower shall provide a compliance certificate evidencing (which certificate, for the avoidance of doubt, may, at the sole option of the Borrower, be provided on the LCT Test Date in accordance with Section 1.09) that, after giving effect to the Prepayment of Subordinated Debt on a Pro Forma Basis, the Loan Parties are in Pro Forma Compliance with the financial covenants set forth in Section 7.11; and (iii) after giving effect to such Prepayment of Subordinated Debt and any Borrowings made in connection therewith, Availability shall be at least $20,000,000; provided, that, no such payments may be made pursuant to this Section 7.14(a) after the Third Amendment Effective Date until the date on which the Borrower has delivered a Compliance Certificate for the Fiscal Quarter ending June 30, 2021through the Trigger Date.

(b)Amend or otherwise modify, or waive any rights under, any Subordinated Debt Document if, in any case, such amendment, modification or waiver could reasonably be expected to be material and adverse to the interests of the Lenders, unless permitted under the applicable subordination provisions related to such Subordinated Debt.

(c)Make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of payment when due), refund, refinance or exchange of any Permitted Convertible Indebtedness or any Permitted Hedge Transaction unless, (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis and (ii) the Borrower has delivered a certificate from a Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants set forth in Section 7.11 (to the extent such covenants are tested at such time) after giving effect thereto on a Pro Forma Basis.

7.15Sanctions.

Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swingline Lender, or otherwise) of Sanctions.

7.16Anti-Corruption Laws.

Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions.

7.17Modification or Termination of Closing Date Acquisition Documents.

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Amend, modify, waive or extend, or permit the amendment, modification, waiver or extension of any term or provision of any Closing Date Acquisition Documents in a manner materially adverse to the Lenders.  

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01Events of Default.

Any of the following shall constitute an Event of Default:

(a)Non-Payment. The Borrower or any other Loan Party fails to pay, (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, any fee due hereunder, any L/C Obligation or deposit of funds as Cash Collateral in respect of L/C Obligations or any other amount payable hereunder or under any other Loan Document;

(b)Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02(a), 6.03(a), 6.05(a)(i), 6.10 (solely with respect to failing to allow the Administrative Agent to conduct the requested inspection at the permitted times), 6.11 or Article VII;

(c)Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in clauses (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after the earlier of (i) the date on which a Responsible Officer of the Borrower obtains actual knowledge of such failure and (ii) the date on which written notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders;

(d)Representations and Warranties. Any representation or warranty made by the Borrower or any other Loan Party herein or in any other Loan Document shall be incorrect or misleading in any material respect when made or deemed made, or any document delivered in connection herewith or in connection with any other Loan Document is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified;

(e)Cross-Default.

(i)Any Loan Party or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee of more than the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due

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or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), prior to its stated maturity, or such Guarantee to become payable; or

(ii)there occurs under any Swap Contract or Permitted Hedge Transaction an Early Termination Date (as defined in such Swap Contract or Permitted Hedge Transaction) resulting from (A) any event of default under such Swap Contract or Permitted Hedge Transaction as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract or Permitted Hedge Transaction), or (B) any Termination Event (as so defined) under such Swap Contract or Permitted Hedge Transaction as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount;

(f)Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary (other than any Immaterial Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues un-dismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding;

(g)Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary (other than any Immaterial Subsidiary) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy;

(h)Judgments. There is entered against any Loan Party or any Subsidiary one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), and (i) enforcement proceedings are commenced by any creditor upon such judgment or order, or (ii) there is a period of forty-five (45) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect;

(i)ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount;

(j)Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or the occurrence of the Facility Termination Date, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any

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provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or it is or becomes unlawful for a Loan Party to perform any of  its material obligations under the Loan Documents;

(k)Collateral Documents. Any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on the Collateral purported to be covered thereby (other than, in each case, as a result of the action or inaction of the Administrative Agent or the Lenders), or any Loan Party shall assert the invalidity of such Liens;

(l)Change of Control. There occurs any Change of Control; or

(m)Invalidity of Subordination Provisions.Any subordination provision in any document or instrument governing Subordinated Debt, shall cease to be in full force and effect (other than pursuant to the terms thereof or solely as a result of action taken by the Administrative Agent or the Required Lenders), or any Loan Party shall contest in any manner the validity, binding nature or enforceability of any such provision.

8.02Remedies upon Event of Default.

If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)declare the Commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c)require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and

(d)exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents or applicable Law or equity;

provided, that, upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

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8.03Application of Funds.

After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02) or if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Secured Obligations then due hereunder, any amounts received on account of the Secured Obligations shall, subject to the provisions of Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this Second clause payable to them;

Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this Third clause payable to them;

Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing underSecured Hedge Agreements and Secured Cash Management Agreements and to the to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this Fourth clause held by them; and

Last, the balance, if any, after all of the Secured Obligations have been paid in full (other than contingent indemnification obligations and expense reimbursement obligations for which no claim has been asserted), to the Borrower or as otherwise required by Law.

Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to the Fourth clause above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantorshall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section 8.03.

Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting

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documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

ARTICLE IX

ADMINISTRATIVE AGENT

9.01Appointment and Authority.

(a)Appointment. Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b)Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

9.02Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto.

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9.03Exculpatory Provisions.

(a)The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties:

(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided, that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b)Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby: (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02); or (ii) in the absence of its own gross negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.

(c)Neither the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into: (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document; (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith; (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default; (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents; (v) the value or the sufficiency of any Collateral; or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

(d)Neither the Administrative Agent nor any of its Related Parties shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of this Agreement relating to Disqualified Institutions. Without limiting the generality of the

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foregoing, the Administrative Agent shall not: (i) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified ‎Institution; or (ii) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any ‎Disqualified Institution.

9.04Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objections.

9.05Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

9.06Resignation of Administrative Agent.

(a)Notice. The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (unless an Event of Default under Section 8.01(a) or (f) has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, and which shall not be a Defaulting Lender or a Disqualified Institution. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required

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Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that, in no event shall any successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)Defaulting Lender. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower (unless an Event of Default under Section 8.01(a) or (f) has occurred or is continuing), appoint a successor, which shall not be a Disqualified Institution. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)Effect of Resignation or Removal. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed), and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i)while the retiring or removed Administrative Agent was acting as Administrative Agent, and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including, without limitation, (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Secured Parties, and (B) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

(d)L/C Issuer and Swingline Lender. Any resignation or removal by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swingline Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts

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pursuant to Section 2.03(c). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as applicable, (ii) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

9.07Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08No Other Duties, Etc.

Anything herein to the contrary notwithstanding, none of the titles listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, the Arrangers, a Lender or the L/C Issuer hereunder.

9.09Administrative Agent May File Proofs of Claim; Credit Bidding.

In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09, 2.10(b) and 11.04) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuers to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09, 2.10(b) and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer or in any such proceeding.

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Secured Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided, that, any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (h) of Section 11.01 of this Agreement, (iii) the Administrative Agent shall be authorized to assign the relevant Secured Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Secured Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Secured Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

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9.10Collateral and Guaranty Matters.

Each of the Lenders (including in its capacities as a potential Cash Management Bankand a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a)to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility Termination Date, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document or that constitutes Excluded Property, or (iii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 11.01;

(b)to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i);

(c)to enter into any intercreditor or subordination agreement with respect to any Subordinated Debt; and

(d)to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

9.11Secured Cash Management Agreements and Secured Hedge Agreements.

Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured

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Hedge Agreements in the case of a Facility Termination Date.

9.12ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3–101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84–14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84–14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases

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being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:

(i)none of the Administrative Agent or the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),

(ii)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3–21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3–21(c)(1)(i)(A) – (E),

(iii)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),

(iv)the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and

(v)no fee or other compensation is being paid directly to the Administrative Agent or the Arrangers or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.

(c)The Administrative Agent and the Arrangers hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

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ARTICLE X

CONTINUING GUARANTY

10.01Guaranty.

Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, that, (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, to the extent permitted under applicable Law, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and prima facie evidence thereof, absent manifest error, for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

10.02Rights of Lenders.

Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Secured Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations; (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Secured Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

10.03Certain Waivers.

Each Guarantor waives:

(a)any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party;

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(b)any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party;

(c)the benefit of any statute of limitations affecting any Guarantor’s liability hereunder;

(d)any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever;

(e)any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and

(f)to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties.

Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.

10.04Obligations Independent.

The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.

10.05Subrogation.

No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until the Facility Termination Date. If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Secured Obligations, whether matured or unmatured.

10.06Termination; Reinstatement.

This Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior

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revocation, rescission, termination or reduction. The obligations of each Guarantor under this Section 10.06 shall survive termination of this Guaranty.

10.07Stay of Acceleration.

If acceleration of the time for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately upon demand by the Secured Parties.

10.08Condition of Borrower.

Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

10.09Appointment of Borrower.

Each of the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that:

(a)the Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf;

(b)any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower shall be deemed delivered to each Loan Party; and

(c)the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.

10.10Right of Contribution.

The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Law.

10.11Keepwell.

Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount

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of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Facility Termination Date. Each Loan Party intends this Section 10.11 to constitute, and this Section 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

ARTICLE XI

MISCELLANEOUS

11.01Amendments, Etc.

No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that, no such amendment, waiver or consent shall:

(a)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);

(b)postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment;

(c)reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, that, only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(d)change Section 8.03 or Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(e)change any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(f)release all, or substantially all, of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

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(g)release all, or substantially all, of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case, such release may be made by the Administrative Agent acting alone);

(h)release the Borrower or permit the Borrower to assign or transfer any of its rights or obligations under this Agreement or the other Loan Documents without the consent of each Lender;

and provided, further:

(i)no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;

(ii)no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement;

(iii)no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and

(iv)the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.

Notwithstanding anything to the contrary herein:

(A)no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (1) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, and (2) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender;

(B)each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein; and

(C)the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.  

Notwithstanding anything to the contrary herein, (a) this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this

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Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement, (b) the Administrative Agent may amend or modify this Agreement and any other Loan Document to (i) cure any ambiguity, omission, mistake, defect or inconsistency therein or (ii) grant a new Lien for the benefit of the Secured Parties, extend an existing Lien over additional property for the benefit of the Secured Parties or join additional Persons as Loan Parties, (c) Incremental Facility Amendments may be effected in accordance with Section 2.16, and (d) the Administrative Agent and the Borrower may make amendments contemplated by Section 3.07.

Notwithstanding anything to the contrary herein, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Borrower: (a) to add one or more additional revolving credit or term loan facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder; and (b) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to obtain comparable tranche voting rights with respect to each such new facility and to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder.

If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such Non-Consenting Lender in accordance with Section 11.13; provided, that, such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section 11.13 (together with all other such assignments required by the Borrower to be made pursuant to this Section 11.01).

11.02Notices; Effectiveness; Electronic Communications.

(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax transmission or e-mail transmission as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to the Borrower or any other Loan Party, the Administrative Agent, the L/C Issuer or the Swingline Lender, to the address, fax number, e-mail address or telephone number specified for such Person on Schedule 1.01(a); and

(ii)if to any other Lender, to the address, fax number, e-mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on

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the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in clause (b) below shall be effective as provided in such clause (b).

(b)Electronic Communications. Notices and other communications to the Administrative Agent,  the Lenders, the Swingline Lender and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided, that, the foregoing shall not apply to notices to any Lender, the Swingline Lender or the L/C Issuer pursuant to Article II if such Lender, Swingline Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swingline Lender, the L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided, that, approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices and other communications posted to an Internet or intranet website shall be deemed received by the intended recipient upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail address or other written acknowledgement) indicating that such notice or communication is available and identifying the website address therefor; provided, that, for both clauses (i) and (ii), if such notice or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c)The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

(d)Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender may change its address, fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, fax number and e-mail address to which notices and other communications may be sent, and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar

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designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws.

(e)Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, Letter of Credit Applications, Notice of Loan Prepayment and Swingline Loan Notices) purportedly given by or on behalf of any Loan Party even if: (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein; or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03No Waiver; Cumulative Remedies; Enforcement.

No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, that, the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that, if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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11.04Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses. The Loan Parties shall pay: (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated but limited, in the case of legal fees and expenses, to the reasonable and invoiced fees, disbursements and other charges of one (1) counsel to the Administrative Agent and its Affiliates taken as a whole and one (1) local counsel); (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder; and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (but limited, in the case of legal fees and expenses, to the reasonable and invoiced fees, disbursements and other charges of one (1) counsel to the Administrative Agent, the Lenders and the L/C Issuer (taken as a whole) and one (1) local counsel and, solely in the case of any actual or potential conflict, one (1) additional counsel in each necessary and relevant jurisdiction for each of the Administrative Agent, any Lender or the L/C Issuer or any group thereof that is similarly situated (taken as a whole), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.  

(b)Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including the reasonable and out-of-pocket fees, charges and disbursements of one primary counsel for all Indemnitees (taken as a whole) and, solely in the case of any actual or potential conflict of interest where the Indemnitees reasonably inform the Borrower of such actual or potential conflict, one additional counsel in each necessary and relevant jurisdiction for each group of affected Indemnitees similarly situated (taken as a whole) (but, in each case, excluding fees and costs of in-house counsel))and settlement costs, incurred by any Indemnitee or resulting from any claim asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (w) the gross negligence, bad faith or willful misconduct of such Indemnitee or any Related Indemnified

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Person, (x) a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, (y) any dispute solely among Indemnitees and not (A) involving any act or omission by the Borrower or any of its Controlled Affiliates, or (B) relating to any Indemnitee or any Related Indemnified Person acting in its capacity or fulfilling its role as Administrative Agent, Arranger, bookrunner or any similar role in connection with this Agreement and any other Loan Document, or (z) settlements effected without the Borrower’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned), it being understood that if settled with the Borrower’s prior written consent, the Borrower shall indemnify and hold harmless such Indemnitee to the extent and in the manner set forth above, provided, further, that, in the case of an investigation, litigation or proceeding brought by the Borrower against an Indemnitee or by an Indemnitee against the Borrower, the Borrower shall have no obligation to pay any amounts pursuant to this Section 11.04(b) unless and until a final, non-appealable judgment is rendered in a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.  

As used herein, “Related Indemnified Person” of an Indemnitee means (1) any Controlling Person or Controlled Affiliate of such Indemnitee, (2) the respective directors, officers or employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates and (3) the respective authorized agents of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, provided, that, in the case of clause (3), such agent is acting at the instructions of such Indemnitee, Controlling Person or such Controlled Affiliate.

(c)Reimbursement by Lenders.  To the extent that the Loan Parties for any reason fail to pay any amount required under clauses (a) or (b) above to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

(d)Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, except to the extent included in the Borrower’s indemnity obligations set forth in subsection (b) above in connection with any third party claim therefor, no party hereto shall assert, and each party hereto hereby waives, and acknowledges that no other Person shall have, any claim against any party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No party to this Agreement shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such party through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

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(e)Payments. All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.

(f)Survival. The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swingline Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05Payments Set Aside.

To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then: (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred; and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the Facility Termination Date.

11.06Successors and Assigns.

(a)Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder, except: (i) to an assignee in accordance with the provisions of clause (b) below; (ii) by way of participation in accordance with the provisions of clause (d) below; or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (e) below  (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) below and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment(s) and the Loans (including for purposes of this clause (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided, that, (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:

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(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to each such Assignment) that equal at least the amount specified in clause (b)(i)(B) below in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in clause (b)(i)(A) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Facility, or $1,000,000, in the case of any assignment in respect of the Term Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loans and/or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swingline Lender’s rights and obligations in respect of Swingline Loans, or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

(iii)Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) above and, in addition:

(A)the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or (f) has occurred and is continuing at the time of such assignment, or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and provided, further, that, the Borrower’s consent shall not be required during the primary syndication of the Facilities;

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of: (1) any unfunded Term Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender; or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C)the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of the Revolving Facility.

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(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, that, the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)No Assignment to Certain Persons. No such assignment shall be made: (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries; (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B); (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person); (D) a Disqualified Institution (subject to clause (g) below) or (E) any holder of Subordinated Debt.

(vi)Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (b)(vi), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) below, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) below.

(c)Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in

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electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent demonstrable error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided, 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 and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that, such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations therein, including the requirements under Section 3.01(e) (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) above; provided, that, such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under clause (b) above, and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided, that, such Participant agrees to be subject to Section 2.13 as though it were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided, that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103–1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice

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to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note or Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that, no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)Resignation as L/C Issuer or Swingline Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to clause (b) above, Bank of America may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer, and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as L/C Issuer or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided, that, no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swingline Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

(g)Disqualified Institutions.

(i)No assignment or, to the extent the DQ List has been posted on the Platform for all Lenders, participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”) on which the applicable Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment as otherwise contemplated by this Section 11.06, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment).  For the avoidance of doubt, with respect to any assignee or participant that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), such assignee shall not retroactively be considered a Disqualified Institution. Any assignment in violation of this clause (g)(i) shall not be void, but the other provisions of this clause (g) shall apply.

(ii)If any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation of clause (g)(i) above, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate any Revolving Commitment of such Disqualified Institution and repay all obligations of the Borrower owing to such Disqualified Institution in connection with

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such Revolving Commitment, (B) in the case of outstanding Term Loans held by Disqualified Institutions, prepay such Term Loans by paying the lesser of (x) the principal amount thereof, and (y) the amount that such Disqualified Institution paid to acquire such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and under the other Loan Documents, and/or (C) require such Disqualified Institution to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section 11.06), all of its interest, rights and obligations under this Agreement and related Loan Documents to one (1) or more Eligible Assignees that shall assume such obligations at the lesser of (x) the principal amount thereof, and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and other the other Loan Documents; provided, that, such assignment does not conflict with applicable Laws.

(iii)Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (“Plan of Reorganization”), each Disqualified Institution party hereto hereby agrees: (1) not to vote on such Plan of Reorganization; (2) if such Disqualified Institution does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws); and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

(iv)The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to: (A) post the list of Disqualified Institutions provided by the Borrower and any updates thereto from time to time (collectively, the “DQ List”) on the Platform, including that portion of the Platform that is designated for “public side” Lenders; or (B) provide the DQ List to each Lender requesting the same.

11.07Treatment of Certain Information; Confidentiality.

(a)Treatment of Certain Information. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any

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other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16 or Section 11.01or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder (it being understood that the DQ List may be disclosed to any assignee or Participant, or prospective assignee or Participant, in reliance on this clause (vi), (vii) on a confidential basis to (A) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (B) the provider of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer and/or the Swingline Lender to deliver Borrower Materials or notices to the Lenders or (C) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, or (viii) with the consent of the Borrower or to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section 11.07, or (2) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower. For purposes of this Section 11.07, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a non-confidential basis prior to disclosure by the Borrower or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

(b)Non-Public Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (i) the Information may include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information, and (iii) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

(c)Press Releases. The Loan Parties and their controlled Affiliates agree that they will not in the future issue any press releases or other public disclosure (other than any quarterly or annual report required to be filed with any Governmental Authority by any Loan Party or any of its Subsidiaries in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Loan Documents without the prior written consent of the Administrative Agent, unless (and only to the extent that) the Loan Parties or such Affiliate is required to do so under law, and then, in any event, the Loan Parties or such Affiliate will consult with such Person before issuing such press release or other public disclosure.

(d)Customary Advertising Material. The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.

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11.08Right of Setoff.

If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided, that, the failure to give such notice shall not affect the validity of such setoff and application.  

11.09Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10Counterparts; Integration; Effectiveness.

This Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document, or any certificate delivered

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thereunder, by fax transmission or e-mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document or certificate. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart.

11.11Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.12Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby, and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

11.13Replacement of Lenders.

If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lenderor if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided, that:

(a)the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

(b)such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

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(c)in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d)such assignment does not conflict with applicable Laws; and

(e)in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

11.14Governing Law; Jurisdiction; Etc.

(a)GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS.

(b)SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF ILLINOIS SITTING IN COOK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS  AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH ILLINOIS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE

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LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (B) ABOVE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO: (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16Subordination.  

Each Loan Party (a “Subordinating Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under this Guaranty, to the payment in full in cash of all Obligations (other than contingent indemnification obligations and expense reimbursement obligations for which no claim has been asserted). If the Secured Parties so request, any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Secured Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to Intercompany Debt; provided, that, in the event that any Loan Party receives any payment of any Intercompany Debt at a time when such  payment is prohibited by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent.  

11.17No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent and

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any Affiliate thereof, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and, as applicable, its Affiliates, the Arrangers and the Lenders and their Affiliates (collectively, solely for purposes of this Section 11.17, the “Lenders”), on the other hand, (ii) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Administrative Agent and its Affiliates, the Arrangers and each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (ii) neither the Administrative Agent, any of its Affiliates, any Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent and its Affiliates, the Arrangers and the Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.

11.18Electronic Execution.

(a)The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, that, notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, that, without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent and each of the Lenders of a manually signed paper document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”) which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention

(b)The Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents.  The Administrative Agent and each Lender may, on behalf of the Borrower, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the other Loan Documents.  The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then destroy the paper original as part of the

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Administrative Agent’s and each Lender’s normal business practices, with the electronic image deemed to be an original and of the same legal effect, validity and enforceability as the paper originals.  

11.19USA PATRIOT Act Notice.

Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and the other Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107–56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. The Borrower and the Loan Parties agree to, promptly following a request by the Administrative Agent or any Lender, provide all such other documentation and information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

11.20Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Solely to the extent any Lender or L/C Issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

11.21Acknowledgement Regarding Any Supported QFCs.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported

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QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States), in the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States.

[END]

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EX-10.5

Exhibit 10.5

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") by and between Baggage Airline Guest Services, Inc., ("BAGS" or the "Company") a Florida corporation and Robert Miles (the "Executive") dated as of the Effective Date (as defined below).

RECITALS

A.Upon the consummation of a certain transaction (the "Transaction") described in a certain Stock Purchase Agreement dated as of October 16, 2018 (the "SPA"), BAGS shall become a wholly-owned subsidiary of SP+ Corporation, a Delaware corporation, with its corporate offices in Chicago, Illinois ("SP+") (SP+, collectively with its subsidiaries, affiliates, assigns and other businesses, including,without limitation, BAGS and its subsidiaries and affiliates, the "CompanyGroup").

B.This Agreement shall become effective upon the Closing (as defined in the SPA) of the Transaction (the "Effective Date"). For the avoidance of doubt, the Closing of the Transaction is a condition precedent to this Agreement becoming effective. If, for any reason, the Closing does not occur, then this Agreement shall be null and void and of no furthereffect.

C.The Company is in the business of providing an array of travel and hospitality services to airlines, theme parks, resorts, hotels, airports, parking lots and cruise ports, including remote check-in services, baggage sorting, handling and delivery services, skycap and wheelchair services, valet and self-parking services and luggage repair and replacement services throughout the United States and Canada (the "BAGS Business"). In addition to the BAGS Business, the Company Group is in the business of providing an array of commercial, institutional and residential property management services, including, operating private and public parking facilities for itself, its subsidiaries, affiliates and others, and as a consultant and/or manager for parking facilities operated by others throughout the United States and Canada, providing on-street and off-street parking enforcement, residential, institutional and commercial property management services, security services for commercial establishments and airport, institutional and urban transportation services (the "ParkingBusiness").

D.The Executive is employed by and the Company and Executive desire to continue Executive's employment relationship with the Company following the Closing of the  Transaction on and subject to the terms and conditions hereinafter setforth.

E.In the course of Executive's employment hereunder, Executive has had and will continue to have access to highly confidential and proprietary information of the Company Group and their clients, including without limitation the information referred to in paragraph 6 below.

NOW, THEREFORE, in consideration of: (i) the foregoing Recitals, (ii) the mutual covenants and agreements herein contained, including but not limited to (a) the agreement to arbitrate all disputes arising out of this Agreement, (b) the Company's agreement to pay salary,

(c) the Company's agreement to make salary continuation payments payable on termination,(d)

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the Company's agreement to pay or provide benefits, and (e) Executive's continued employment by the Company, and (iii) the exchange of Trade Secrets and Confidential Information regarding the Company's business and its clients, the Company and Executive hereby covenant and agree asfollows:

1.Employment Period. The Company shall employ the Executive, and the Executive shall serve the Company, on the terms and conditions set forth in this Agreement, for an initial period commencing on the Effective Date and continuing until the one-year anniversary of the Effective Date, unless sooner terminated in accordance with the provisions of Section 4. (the "Initial Employment Period"). The Initial Employment Period shall automatically  extend  for additional one (1) year periods (each a "Renewal Period," collectively the "Renewal  Periods") unless the Company or Executive shall have given notice in writing of its or Executive's intention not to renew this Agreement not less than ninety (90) days prior to the expiration of the Initial Employment Period or any applicable Renewal Period (the Initial Employment Period, as extended by one or more Renewal Periods, being hereafter referred to as the "Employment Period"). Notwithstanding any termination of this Agreement, all of the terms and provisions set forth in paragraph 6 of this Agreement shall remain in full force andeffect.

2.Position and Duties. During the Employment Period, the Executive shall serve as President of BAGS, with the duties, authority and responsibilities as are commensurate with such position and as are customarily associated with such position. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote full attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary, to discharge the responsibilities assigned to the Executive under this Agreement, and use the Executive's reasonable best efforts to carry out such responsibilities faithfully and efficiently. The Executive shall not, during the term of this Agreement, engage in any other business activities that will interfere with the Executive's employment pursuant to this Agreement. Executive shall discharge his duties and responsibilities under this Agreement in accordance with the Company's Code of Conduct presently in effect or as amended and modified from time to time hereafter as it applies to peer executives.

3. Compensation.

(a)Base Salary. Commencing as of the Effective Date, the Executive shall receive base salary at the annual rate of Three Hundred and Fifty Thousand Dollars ($350,000) (the "Annual Base Salary"). The Annual Base Salary shall be payable in accordance with the Company's normal payroll practice for executives as in effect from time to time, and shall be subject to review annually in accordance with the Company's review policies and practices for executives as in effect at the time of any suchreview.

(b)Bonus. For each calendar year ending during the Employment Period, the Executive shall be eligible to receive an annual bonus under the SP+ Management Incentive Program (the "Annual Bonus") based upon terms and conditions of an annual bonus program established for peer executives of the Company (the "Annual Bonus Program"). It currently is expected that the Annual Bonus will be paid no later than March 15th of the year following calendar year to which such Annual Bonus pertains. The Executive's target Annual Bonus(the

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"Target Annual Bonus") will be Two Hundred Thousand dollars ($200,000). The Executive's actual Annual Bonus for a given calendar year during the Employment Period may range from 0% to 150% of the Target Annual Bonus, depending on the extent to which goals are achieved. Such incentive goals are subject to be determined and re-determined annually at the sole discretion of the Company's Board of Directors (the "Board"). Generally, incentive goals may include a combination of corporate goals (e.g., EBITDA growth) and individual goals. The incentive goals. For 2019, incentive goals and metrics will be determined by the Board in consultation with the Executive (with the ultimate determination of such goals remaining in the sole discretion of the Board).

(c)Equity Participation. During the Employment Period, the Executive shall be eligible to participate in the SP+ Long Term Incentive Performance Program (the "Performance Share Plan") beginning with the 2019-2021 award cycle, commencing in January 2019. The Executive's participation in the Performance Share Plan shall be governed, in all respects, by the terms and conditions of the Performance Share Plan as set forth in any relevant plan documents. Currently, and subject to the Board's discretion to amend or modify the Performance Share Plan, awards under the Performance Share Plan are based on the Company's success in meeting free cash flow goals over successive three-year periods, with each year starting a new three-year cycle. Subject to the terms and conditions set forth in the relevant plan documents, the Executive's annual target award shall be $150,000 in SP+stock.

(d)Other Benefits. In addition to the foregoing, during the Employment Period: (i) the Executive shall be entitled to participate in savings, retirement, and fringe benefit plans, practices, policies and programs of the Company as in effect from time to time, including, but not limited to the Company's 401(k) plan, on the same terms and conditions as those applicable to peer executives; (ii) the Executive shall be entitled to four (4) weeks of annual vacation, to be taken in accordance with the Company's vacation policy as in effect from time to time; and (iii) the Executive and the Executive's family shall be eligible for participation in, and shall receive all benefits under, all group medical, disability and other welfare benefit plans, practices, policies and programs provided by the Company, as in effect from time to time, on the same terms and conditions as those applicable to peerexecutives.

(e)Business Expenses. Executive shall be reimbursed by the Company for those business expenses authorized by the Company and those for which are necessarily and reasonably incurred on behalf of the Company and which may be properly be deducted by the Company as business expenses for federal taxpurposes.

4. Termination ofEmployment.

(a)Death or Disability. In the event of the Executive's death during the Employment Period, the Executive's employment with the Company shall terminate automatically. The Company, in its discretion, shall have the right to terminate the Executive's employment because of the Executive's Disability during the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days, or for periods aggregating 180 business days in any period of twelve months, as a result of incapacity due to mentalorphysicalillnessorinjury which isdeterminedtobetotalandpermanentbyaphysician

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selected by the Company or its insurers. A termination of the Executive's employment by the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), unless the Executive returns to full-time performance of the Executive's duties before the Disability Effective Date.

(b)By the Company. In addition to termination for Disability, the Company may terminate the Executive's employment during the Employment Period for Cause or, without Cause. "Cause" means:

(i)the continued and willful or deliberate failure of the Executive to substantially perform the Executive's duties, or to comply with the Executive’s obligations, under this Agreement (other than as a result of physical or mental illness or injury);or

(ii)illegal action or misconduct by the Executive that is willful and results in material damage to the business or reputation of theCompany.

Upon the occurrence of events constituting Cause as defined in subsection (i) of this paragraph 4(b), the Company shall give the Executive advance notice of any such termination for Cause and shall provide the Executive with a reasonable opportunity tocure.

(c)Voluntarily bv the Executive. The Executive may terminate his or her employment by giving written notice thereof to the Company ("Voluntary Termination"), which shall include without limitation the Executive's giving of notice, pursuant to the second sentence of paragraph 1 above, of the Executive's election not to renew the Employment Period; provided, however, that if Executive terminates his or her employment for Good Reason, such termination shall not be considered a voluntary termination by Executive and Executive shall be treated as if he or she had been terminated by the Company pursuant to paragraph 5(a) below. "Good Reason" means any of thefollowing:

(i)a material reduction in the Executive's Annual Base Salary, unaccompanied by any good-faith correlated reduction in geographic or other substantial responsibilities, which is not accompanied by a similar reduction in annual base salaries of similarly situated executives of the Company;or

(ii)a breach by the Company of this Agreement after Executive has given to the Company advance written notice of, and a reasonable opportunity to cure, any such breach.

(d)Date of Termination. The "Date of Termination" means, as the case may be: (i) the date of the Executive's death, (ii) the Disability Effective Date, (iii) the effective date of the termination of Executive's employment by the Company for Cause, as set forth in a written notice from the Company, (iv) the effective date of the termination of Executive's employment by the Company for any reason other than Cause or Disability, (v) the effective date of any Voluntary Termination by the Executive, or (vi) the final day of the Employment Period in the event of its non-renewal or automaticexpiration.

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5. Obligations of the Company uponTermination.

Subject to Company policy, the Executive shall receive accrued but unused vacation pay through the Date of Termination.

The Company agrees to compensate the Executive under certain terminating events as is described in this paragraph 5(a), (b), (c) and (d), as consideration for the representations, restrictions and obligations contained in paragraph 6, and, in each case, subject to and conditioned on Executive's signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities and confirmation of Executive's agreement to strictly comply with all of the terms set forth in paragraph 6 of this Agreement, in a form and manner satisfactory to the Company (the "Separation Agreement and Release") and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date ofTermination.

(a) BytheCompanywithoutCauseorforNon-RenewaloftheEmployment Period.

(1) If the Company terminates the Executive's employment or if the Company gives a written notice of non-renewal of the Employment Period as provided in paragraph 1 above, subject to and conditioned upon the Executive's timely and proper execution of a Separation Agreement and Release and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination, the Companyshall:

(i) continue to pay the Executive's Annual Base Salary and Target Annual Bonus, at the rate in effect the day before the Date of Termination, for a period not to exceed twelve months after the Date of Termination as and when such amounts would be paid in accordance with paragraphs 3(a) and (b), respectively, above, with such payments commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins  in one calendar year and ends in a second calendar year, the salary continuation payments described herein shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date ofTermination.

(ii) to the extent not yet paid, pay any earned and unpaid Annual Bonus for the calendar year ending prior to the calendar year in which the Date of Termination occurs. This Annual Bonus amount will be paid no later than March 15th of the calendar year following the year in which it was earned. Nothing in this paragraph shall be construed to require payment of a bonus for the year in which the Date of Termination occurs. All bonus payments are subject to the terms of the Annual Bonus Program;and

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(iii) continue to provide health benefits to the Executive and the Executive's family at least as favorable as would have been provided to them under clause d(iii) of paragraph 3 above if the Executive's was enrolled in the health plan on the date of termination and the Executive's employment had continued during the salary continuation period described in 5(a)(l)(i)above.

(b) Death

(1)If the Executive's employment is terminated by reason of the Executive's death, then the Company shall pay an amount equalto:

(i) the Executive's Annual Base Salary through the end of thecalendar month in which death occurs, by lump-sum payment to the Executive's estate;and

(ii) to the extent not yet paid, pay any earned and unpaid Annual Bonus for the calendar year ending prior to the calendar year in which the Date of Termination occurs. This Annual Bonus amount will be paid no later than March 15th of the calendar year following the year in which it was earned. Nothing in this paragraph shall be construed to require payment of a bonus for the year in which the Date of Termination occurs. All bonus payments are subject to the terms of the Annual BonusProgram;

(c) Disability

(1)If the Executive's employment is terminated by reason of the Executive's disability, subject to and conditioned upon the Executive's timely and proper execution of a Separation Agreement and Release and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination, the Company shall:

(i) to the extent not yet paid, pay any earned and unpaid Annual Bonus for the calendar year ending prior to the calendar year in which the Date of Termination occurs. This Annual Bonus amount will be paid no later than March 15th of the calendar year following the year in which it was earned. Nothing in this paragraph shall be construed to require payment of a bonus for the year in which the Date of Termination occurs. All bonus payments are subject to the terms of the Annual BonusProgram;

(d) Cause and VoluntaryTermination

(1)If the Executive voluntarily terminates the Executive's employment or if the Executive's employment is terminated by the Company for Cause at any time, subject to and conditioned upon the Executive's execution of aSeparation

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Agreement and Release which shall contain confirmation of Executive's agreement to strictly comply with all the terms set forth in paragraph 6 of this Agreement, the Company shall pay theExecutive:

(i) as additional consideration for the Executive's strict compliance with all the provision of the terms of paragraph 6, an amount equal to one-twenty-fourth (1/24) of the Executive's Annual Base Salary, at the rate in effect the daybefore the Date of Termination;

(ii) the Executive shall receive the first half of his payment referenced in paragraph 5(d)(l)(i) twelve (12) weeks after his Date of Termination and receive the balance of the payment referenced in paragraph 5(d)(l)(i) at the conclusion of the time period referenced in paragraph 6(e);and

(iii) to the extent not yet paid, pay any earned and unpaid Annual Bonus for the calendar year ending prior to the calendar year in which the Date of Termination occurs. This Annual Bonus amount will be paid no later than March 15^th of the calendar year following the year in which it was earned. Nothing in this paragraph should be construed to require payment of a bonus for the year in which the Date of Termination occurs. All bonus payments are subject to the terms of the Annual BonusProgram.

6. Protection of Proprieta1yInterests.

(a)Trade Secret and Confidential Information. The Executive recognizes and acknowledges that the Company and SP+ constitute unique enterprises and that, by virtue of the Executive's employment by the Company, the Executive will necessarily be exposed to trade secrets and other confidential and proprietary information of the Company Group concerning the BAGS Business and the Parking Business. The Executive further acknowledges that there are relatively few firms engaged in the BAGS Business and the Parking Business. The Executive further recognizes and acknowledges that in exchange for his or her employment with the Company, the Executive has been given access to and provided with, and will continue to be provided with, confidential information and trade secrets of the Company Group, that the Company Group is entitled to protect, which information constitutes special and unique assets of the Company Group, which is not generally available to the public, including withoutlimitation

(i) information relating to the Company Group's manner and methods of doing business, including without limitation, strategies for negotiating leases and management agreements; (ii) the identity of the Company Group's clients, customers, prospective clients and customers, lessors and locations, and the identity of any individuals or entities having an equity or other economic interest in any of the Company Group to the extent such identity has not otherwise been voluntarily disclosed by any of the Company Group; (iii) the specific confidential terms of management agreements, leases or other business agreements, including without limitation the duration of, and the fees, rent or other payments due thereunder; (iv) the identities of beneficiaries under land trusts; (v) the business, developments, activities or systems ofthe

7

Company Group, including without limitation any marketing or customer service oriented programs in the development stages or not otherwise known to the general public; (vi) information concerning the business affairs of any individual or firm doing business with the Company Group; (vii) financial data and the operating expense structure pertaining to any facilities owned, operated, leased or managed by the Company Group or for which the Company Group is providing consulting services; (viii) information pertaining to computer systems, including but not limited to computer software, used in the operation of the Company Group; and

(ix) other confidential information and trade secrets relating to the operation of the Company Group's business (the matters described in this sentence are referred to herein as "Trade Secret and Confidential Information").

(b)Customer Relationships. The Executive understands and acknowledges that the Company Group has expended significant resources over many years to identify, develop, and maintain its clients. The Executive additionally acknowledges that the Company Group's clients have had continuous and long-standing relationships with the Company Group (or with constituent entities of the Company Group) and that, as a result of these close, long-term relationships, the Company Group possesses significant knowledge of and confidential information about its clients and their needs. Finally, the Executive acknowledges the Executive's association and contact with these clients is derived solely from Executive's employment with the Company. The Executive further acknowledges that the Company Group does business throughout the United States and Canada and that the Executive personally has had, and will have, significant contact with the Company's clients and customers (and will have contact with the clients and customers of the Company Group) solely as a result of Executive's relationship with theCompany.

(c)Confidentiality. With respect to Trade Secret and Confidential Information, and except as may be required by the lawful order of a court or government agency of competent jurisdiction, the Executive agrees that Executive shall during his or her employment and thereafter:

(i)hold all Trade Secret and Confidential Information in strict confidence and not publish or otherwise disclose any portion thereof to any person whatsoever except with the prior written consent of the General Counsel of SP+ so long as such Information is not generally available to thepublic;

(ii)use all reasonable precautions to assure that the Trade Secret and Confidential Information are properly protected and kept from unauthorized persons oruse;

(iii)make no use of any Trade Secret and Confidential Information except as is required in the performance of Executive's duties for the Company;and

(iv)immediately upon termination of Executive's employment with the Company, whether voluntary or involuntary and regardless of the reason or cause, or upon the request of the Company, promptly return to the Company all Company property including, without limitation, any and all documents, and other things relating to any Trade Secret and Confidential Information, all of which are and shall remain the sole property of the Company. Likewise, the Executive shall, upon request from the President and Chief Executive Officerof

8

SP+, return to SP+ (or any other constituent member of the Company Group, as applicable) any documents or other things embodying any Trade Secret and Confidential Information of SP+ or other member of the Company group. The term "documents" as used in the preceding sentence shall mean all forms of written or recorded information and shall include, without limitation, all accounts, budgets, compilations, computer records (including, but not limited to, computer programs, software, disks, diskettes or any other electronic or magnetic storage  media), contracts, correspondence, data, diagrams, drawings, financial statements,  memoranda, microfilm or microfiche, notes, notebooks, marketing or other plans, printed materials, records and reports, as well as any and all copies, reproductions or summariesthereof.

Notwithstanding the above, nothing contained herein shall restrict the Executive from using, at any time after Executive's termination of employment with the Company, information which is generally available to the public or industry.

For avoidance of doubt, nothing in this Agreement shall be interpreted or applied to prohibit the Executive from making any good faith report to any governmental agency or other governmental entity concerning any act or omission that the Executive reasonably believes constitutes a possible violation of federal or state law or making other disclosures that are protected under the anti-retaliation or whistleblower provisions of applicable federal or state law or regulation. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(d)Assignment of Intellectual Property Rights. The Executive agrees to assign to the Company any and all intellectual property rights including patents, trademarks, copyright and business plans or systems developed, authored or conceived by the Executive while so employed and relating to the business of the Company, and the Executive agrees to cooperate with the Company's attorneys to perfect ownership rights thereof in the Company or any one or more of the Company. This agreement does not apply to an invention for which no equipment, supplies, facility or Trade Secret and Confidential Information of the Company was used and which was developed entirely on the Executive's own time, unless (i) the invention relates either to the business of the Company or to actual or demonstrably anticipated research or development of the Parking Companies, or (ii) the invention results from any work performed by the Executive for the ParkingCompanies.

(e)Non-Compete. Executive agrees that while employed by the Company and for a period of twelve (12) months after his or her Date of Termination for any reason, Executive will not, directly or indirectly without first obtaining the express written permission of SP+'s General Counsel, which permission may be withheld in SP+'s solediscretion:

(i)conduct business with any client or customer of the Company Group with which Executive had any direct contact or responsibility within the twelve months preceding the Date of Termination or about whomExecutive

9

acquired any Trade Secret or Confidential Information during his or her employment with the Company; or

(ii)become employed by or render services to any Competing Business. As used herein, "Competing Business" means, anywhere in the United States and Canada, the BAGS Business and the Parking Business.

(f)Non-Solicitation. The Executive agrees that while he or she is employed by the Company and for a period of twelve (12) months after the Date of Termination, the Executive shall not, directly orindirectly:

(i)without first obtaining the express written permission of the SP+'s General Counsel, which permission may be withheld solely in SP+'s discretion, directly or indirectly contact or solicit business from any client or customer of the Company Group with whom the Executive had direct contact or responsibility or about whom the Executive acquired any Trade Secret or Confidential Information during his employment with the Company. Likewise, the Executive shall not, without first obtaining the express written permission of the SP+'s General Counsel which permission may be withheld solely in SP+'s discretion, directly or indirectly contact or solicit business from any person responsible for referring business to the Company Group or who regularly refers business to the Company Group with whom the Executive had any direct contact or about whom the Executive acquired any Trade Secret or Confidential Information during his employment with the Company;or

(ii)take any action to hire, recruit or to directly or indirectly assist in the hiring, recruiting or solicitation for employment of any officer, employee or representative of any entity within the Company Group or who was an officer, employee or representative of a Company Group entity within the twelve (12) months preceding the Date ofTermination.

If the Executive, after the termination of his or her employment hereunder, has any question regarding the applicability of the above provisions to a potential employment opportunity, the Executive acknowledges that it is his or her responsibility to contact the General Counsel of SP+ so that the General Counsel of SP+ may inform the Executive of the Company Group's position with respect to such opportunity.

(g)Remedies. The Executive acknowledges that the Company, SP+ or other entity within the Company Group would be irreparably injured by a violation of the covenants of this paragraph 6 and agrees that the Company, or any one or more constituent entities within the Company Group, in addition to any other remedies available to it or them for such breach or threatened breach, shall be entitled to a preliminary injunction, temporary restraining order, or other equivalent relief in a court of law or through arbitration, restraining the Executive from any actual or threatened breach of any of the provisions of this paragraph 6. If a bond is required to be posted in order for the Company (or other entity within the Company Group) to secure an injunction or other equitable remedy, the parties agree that said bond need not exceed a nominal sum. This paragraph shall be applicable regardless of the reason for the Executive's termination of employment, and independent of any alleged action or alleged breach of any provision hereby by the Company. If at any time any of the provisions of this paragraph 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to duration, area, scope of activity or otherwise, then this paragraph 6 shall be considered divisible (with theother

10

provisions to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to be immediately amended to include only such time, area, scope of activity and other restrictions, as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and the Executive expressly agrees that this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been includedherein.

(h)Third Party Beneficiaries. For the avoidance of doubt, SP+ and the other members of the Company Group are third party beneficiaries of this paragraph6.

(i)Arbitration of Disputes. Company and Executive agree to take all reasonable steps to resolve any employment-related legal and/or judicial disputes between them quickly and fairly. Should such matters remain unresolved, Company and Executive agree that final and binding arbitration shall be the exclusive remedy for any dispute between them relating to all common law, statutory, legal or judicial claims, including, but not limited to, any claims for breach of contract and for violation of laws forbidding discrimination on the basis of race, color, religion, gender, age, national origin, disability or any other legally protected status. Explicitly excluded from this provision are claims regarding or relating to amount and/or adequacy of compensation, promotion, transfer, reassignment of job duties and responsibilities and discipline, except to the extent that such disputes involved common law, statutory, legal or judicial claims. This agreement does not preclude administrative claims for workers' compensation or unemployment compensation benefits or the filing of charges with government agencies.

Any controversy over whether a dispute is an arbitrable dispute or as to the interpretation or enforceability of the paragraph with respect to such arbitration shall be determined by the arbitrator. This agreement does not affect substantive rights; it simply governs forum. For example, the arbitrator is to apply the same statute of limitations and to award the same relief that a court would in a judicial proceeding. Nothing in this paragraph prevents the Company from seeking a temporary restraining order to preliminary injunctive relief until such time that the dispute can bearbitrated.

Arbitration shall be before a single arbitrator in the city in which the Executive's immediate supervisor maintains his main office when the matter is submitted to arbitration, unless the parties mutually agree to hold the arbitration in a different location. The arbitration will be administered in accordance with the employment disputes rules of the Judicial Arbitration and Mediation Services (JAMS) and its procedures then in effect. If the parties cannot agree on an arbitrator, then the JAMS rules will govern selection. The Company will pay the fees of the JAMS and the arbitrator. However, in the event that the Executive submits a matter to arbitration, he shall be responsible for contributing to such fees an amount equivalent to the amount required to file a complaint of the same type in the state court which is geographically closer to the site of thearbitration.

The arbitrator's award is to be in writing, with reasons given and evidence cited for the award. The arbitrator shall have the discretion to award fees (including administrative charges, costs and/or reasonable attorney's fees actually expended) to the prevailing party, in accordance with controlling law. Any court of competent jurisdiction may enter judgment upon theaward,

11

either by: (1) confirming the award, or; (2) vacating, modifying or correcting the award: (a) on any ground referred to in the U.S. Arbitration Act, (b) where the findings of fact are not supported by substantial evidence, or; (c) where the conclusions of law areerroneous.

7.Incorporation of Recitals and Acknowledgement of Obligations.   The Recitals set forth above are hereby incorporated as material terms of this Agreement. Executive acknowledges that his or her obligations under this Agreement are in addition to any and all obligations concerning the same subject matter arising under any applicable law including, without limitation, common law relating to fiduciary duties and common law and statutory law relating to tradesecrets.

8.Severability. The invalidity or unenforceability of any prov1S1on of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, and this Agreement will be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed ormodified).

9.Notices. Any notice which any party shall be required or shall desire to serve upon the other shall be in writing and shall be delivered personally or sent by registered or certified mail, postage prepaid, or sent by facsimile or prepaid overnight courier, and electronic mail, to the parties at the addresses set forth below (or such other addresses as shall be specified by the parties by likenotice):

In the case of Executive to:

In the case of the Company to:

Mr. Robert Miles

SP Plus Corporation 200 E. Randolph Street Suite 7700

Chicago, Illinois 60601 Attention: General Counsel

10. Section409A.

(a)Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive's separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive's separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive's separation from service, or (B) the Executive's death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the

12

application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b)All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for anotherbenefit.

(c)To the extent that any payment or benefit described in this Agreement constitutes "non-qualified deferred compensation" under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive's termination of employment, then such payments or benefits shall be payable only upon the Executive's "separation from service." The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A l(h).

(d)The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section1.409A-2(b)(2).

(e)The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, suchSection.

11.Applicable Law: Submission to Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Florida and any action brought to enforce interpret or declare any rights under this Agreement shall be exclusively brought in the state and federal courts of the State of Florida, all parties agreeing to submit to the jurisdiction of the courts of the State ofFlorida.

12.Nonalienation. subject in any manner to encumbrance, attachment, or beneficiary.

The interests of the Executive under this Agreement are not anticipation, alienation, sale, transfer, assignment, pledge, garnishment by creditors of the Executive or the Executive's

13.Amendment.This Agreement may be amended or cancelled only by mutual agreement of the parties in writing without the consent of any otherperson.

13

14.Waiver of Breach. No waiver by any party hereto of a breach of any provision of this Agreement by any other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party or any similar or dissimilar provisions and conditions at the same or any prior or subsequent time. The failure of any party hereto to take any action by reason of such breach will not deprive such party of the right to take action at any time while such breachcontinues.

15.Successors. This Agreement shall be binding upon, and inure to the benefit of,the Company and its successors and assigns and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, of all or substantially all of the Company's assets and business. The Executive's duties hereunder may not be assigned by Executive and shall be bindingupontheExecutiveeveniftheobligationshereunder areassignedbytheCompany.

16.Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, either oral or in writing, if any, between the parties relating to thesubjectmatterhereof(including, withoutlimitation,thatcertainOfferLetterdatedSeptember 6,2018).

17.Acknowledgement by Executive. The Executive has read and fully understands the terms and conditions set forth herein, has had time to reflect on and consider the benefits and consequences of entering into this Agreement and has had the opportunity to review the terms hereof with an attorney or other representative, if he so chooses. The Executive has executedand delivered this Agreement as his free and voluntary act, after having determined that the provisions contained herein are of a material benefit to him, and that the duties and obligations imposed on him hereunder are fair and reasonable and will not prevent him from earning a livelihood following the Date of Termination. Executive affirmatively states that he or she has not, will not and cannot rely on any representations not expressly madeherein.

18.Certification.Executiveagreesnotto disclosetotheCompany,oruseinhisorher work at the Company, any confidential information and/or trade secrets belonging to others, including without limitation, his or her prior employers, or any prior inventions made by Executive and which the Company is not otherwise legally entitled to learn of or use. Furthermore,byexecutingthisAgreement,Executivecertifiesthatheorsheisnotsubjecttoany restrictive covenants and/or obligations that would prevent Executive from fully performing his or her duties for the Company. Executive also agrees that the Company may contact any employer or prospective employer of Executive to inform it of Executive's obligations under this Agreement, and that Executive shall affirmatively provide this Agreement to all subsequent employers.

IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the day and year first written above.

14

SP+ Corporation

By: /s/MARC BAUMANN

Marc Baumann

President and Chief Executive Officer

EXECUTIVE

By: /s/ ROBERT MILES

Robert Miles

15

EX-21

Exhibit 21

The following is a list of subsidiaries of the registrant as of December 31, 2020, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary. The registrant directly or indirectly owns 100% of the voting securities of each listed entity except where noted.

SUBSIDIARIES OF SP PLUS CORPORATION

CORPORATE ENTITIES	JURISDICTION
Central Parking Corporation	Tennessee
SP Plus Security Services, Inc.	Delaware
Standard Auto Park, Inc.	Illinois
Standard Parking Corporation IL	Delaware
SP Plus Corporation Canada	Canada
SP Plus Corporation du Canada	Quebec, Canada
SP Plus Security Canada, Ltd.	Canada
SP Plus Property Management, Inc.	Delaware
SP Plus Fleet Services, Inc.	Delaware
ZWB Holdings, Inc.	Florida
Rynn's Luggage Corporation	Pennsylvania
Central Parking System, Inc.	Tennessee
Central Parking System of Connecticut, Inc.	Tennessee
Central Parking System of Georgia, Inc.	Tennessee
Central Parking System of Maryland, Inc.	Tennessee
Central Parking System of Puerto Rico	Tennessee
Central Parking System of Washington, Inc.	Tennessee
Central Parking System of New York, Inc.	Tennessee
Central Parking System Reality of New York, Inc.	Tennessee
USA Parking System, Inc.	Tennessee
KCPC Holdings, Inc.	Delaware

LLCs and PARTNERSHIPS	JURISDICTION
APCOA LaSalle Parking Company, LLC	Louisiana
APCOA Bradley Parking Company, LLC	Connecticut
Parking Data Ventures, LLC	Delaware
Bradley Airport Parking, LP	Delaware
Kinney System, Inc.	Delaware
Central Parking System of Mississippi, LLC	Tennessee
Central Parking System of Missouri, LLC	Tennessee

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements on Form S‑3 (No. 333‑187680) of SP Plus Corporation and in the related Prospectus and on Forms S‑8 (No. 333-116190, 333‑150379, 333-211135, and 333-226526), of our reports dated February 22, 2021, with respect to the consolidated financial statements of SP Plus Corporation and the effectiveness of internal control over financial reporting of SP Plus Corporation included in this Annual Report (Form 10‑K) for the year ended December 31, 2020.

/s/ ERNST & YOUNG LLP

Chicago, Illinois

February 22, 2021

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, G Marc Baumann, certify that:

1. I have reviewed this Form 10-K of SP Plus Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	February 22, 2021	By:	/s/ G MARC BAUMANN
			G Marc Baumann
			President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Kristopher H. Roy, certify that:

1. I have reviewed this Form 10-K of SP Plus Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	February 22, 2021	By:	/s/ KRISTOPHER H. ROY
			Kristopher H. Roy
			Chief Financial Officer (Principal Financial Officer and Principal
			Accounting Officer)

EX-32

Exhibit 32

Certification pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-K of SP Plus Corporation (the "Company") for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ G MARC BAUMANN
	Name:	G Marc Baumann
	Title:	President and Chief Executive Officer (Principal Executive Officer)
Date: February 22, 2021
	/s/ KRISTOPHER H. ROY
	Name:	Kristopher H. Roy
	Title:	Chief Financial Officer (Principal Financial Officer and Principal
		Accounting Officer)

Date: February 22, 2021

This certification shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of Section 18 of the Exchange Act. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

XML

Cover page - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2020

Feb. 19, 2021

Jun. 30, 2020

Cover [Abstract]

Document Type

10-K

Amendment Flag

false

Document Annual Report

true

Document Period End Date

Dec. 31, 2020

Document Transition Report

false

Entity File Number

000-50796

Entity Registrant Name

SP PLUS CORPORATION

Entity Central Index Key

0001059262

Current Fiscal Year End Date

--12-31

Document Fiscal Year Focus

2020

Document Fiscal Period Focus

FY

Entity Incorporation, State or Country Code

DE

Entity Tax Identification Number

16-1171179

Entity Address, Address Line One

200 E. Randolph Street, Suite 7700

Entity Address, City or Town

Chicago

Entity Address, State or Province

IL

Entity Address, Postal Zip Code

60601-7702

City Area Code

312

Local Phone Number

274-2000

Title of 12(b) Security

Common Stock, $0.001 par value per share

Trading Symbol

SP

Security Exchange Name

NASDAQ

Entity Well-known Seasoned Issuer

Yes

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Entity Filer Category

Large Accelerated Filer

Entity Small Business

false

Entity Emerging Growth Company

false

ICFR Auditor Attestation Flag

true

Entity Shell Company

false

Entity Common Stock, Shares Outstanding

23,124,954

Entity Public Float

$ 476.8

Documents Incorporated by Reference

Portions of the registrant's definitive proxy statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held on May 12, 2021 are incorporated by reference into Part III of this Form 10-K. The 2020 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Assets
Cash and cash equivalents	$ 13.9	$ 24.1
Notes and accounts receivable, net	111.2	162.3
Prepaid expenses and other current assets	26.8	24.7
Total current assets	151.9	211.1
Leasehold improvements, equipment and construction in progress, net	53.3	47.9
Right-of-use assets	235.1	431.7
Goodwill	526.6	586.0
Other intangible assets, net	63.1	152.2
Equity investments in unconsolidated entities	10.1	10.2
Deferred taxes	63.8	10.6
Other noncurrent assets, net	33.8	29.9
Total noncurrent assets	985.8	1,268.5
Total assets	1,137.7	1,479.6
Liabilities and stockholders' equity
Accounts payable	97.8	115.3
Accrued and other current liabilities	112.7	121.4
Short-term lease liabilities	82.1	115.2
Current portion of long-term obligations under Senior Credit Facility and other long-term borrowings	25.0	17.9
Total current liabilities	317.6	369.8
Long-term borrowings, excluding current portion	337.1	351.1
Long-term lease liabilities	243.4	327.7
Other noncurrent liabilities	58.2	57.1
Total noncurrent liabilities	638.7	735.9
Total liabilities	956.3	1,105.7
Stockholders' equity
Preferred Stock, par value $0.01 per share; 5,000,000 shares authorized as of December 31, 2020 and 2019, respectively; no shares issued or outstanding	0.0	0.0
Common stock, par value $0.001 per share; 50,000,000 shares authorized as of December 31, 2020 and 2019; 25,123,128 and 23,088,386 shares issued and outstanding as of December 31, 2020, respectively, and 24,591,127 and 22,950,360 issued and outstanding as of December 31, 2019, respectively	0.0	0.0
Treasury stock at cost, 2,034,742 and 1,640,767 shares at December 31, 2020 and 2019, respectively	(70.6)	(55.3)
Additional paid-in capital	261.4	262.6
Accumulated other comprehensive loss	(4.4)	(2.7)
(Accumulated deficit) retained earnings	(3.3)	169.5
Total SP Plus Corporation stockholders' equity	183.1	374.1
Noncontrolling interest	(1.7)	(0.2)
Total stockholders' equity	181.4	373.9
Total liabilities and stockholders' equity	$ 1,137.7	$ 1,479.6

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	25,123,128	24,591,127
Common stock, shares outstanding (in shares)	23,088,386	22,950,360
Treasury stock, shares (in shares)	2,034,742	1,640,767

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Consolidated Statements of (Loss) Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Services revenue	$ 1,086.9	$ 1,663.7	$ 1,468.4
Cost of services	1,056.5	1,435.6	1,284.4
Gross profit	30.4	228.1	184.0
General and administrative expenses	85.4	109.0	91.0
Depreciation and amortization	29.3	29.4	17.9
Impairment of goodwill and intangible assets	135.3	0.0	0.0
Operating (loss) income	(219.6)	89.7	75.1
Other expense (income)
Interest expense	21.5	18.9	9.6
Interest income	(0.5)	(0.3)	(0.4)
Other expenses	0.1	0.0	0.0
Gain on sale of other investments	(0.3)	0.0	0.0
Equity in earnings from investment in unconsolidated entity	0.0	0.0	(10.1)
Total other expenses (income)	20.8	18.6	(0.9)
(Loss) earnings before income taxes	(240.4)	71.1	76.0
Income tax (benefit) expense	(67.5)	19.4	19.6
Net (loss) income	(172.9)	51.7	56.4
Less: Net (loss) income attributable to noncontrolling interest	(0.1)	2.9	3.2
Net (loss) income attributable to SP Plus Corporation	$ (172.8)	$ 48.8	$ 53.2
Net (loss) income per common share
Basic (in dollars per share)	$ (8.21)	$ 2.21	$ 2.38
Diluted (in dollars per share)	$ (8.21)	$ 2.20	$ 2.35
Weighted average shares outstanding
Basic (in shares)	21,056,061	22,080,025	22,394,542
Diluted (in shares)	21,056,061	22,208,032	22,607,223
Lease Type Contracts
Services revenue	$ 189.4	$ 408.9	$ 413.9
Cost of services	195.0	366.9	377.6
Gross profit	(5.6)	42.0	36.3
Management Type Contracts
Services revenue	359.6	526.0	361.5
Cost of services	226.5	339.9	213.8
Gross profit	133.1	186.1	147.7
Lease and Management Type Contracts
Services revenue	549.0	934.9	775.4
Cost of services	421.5	706.8	591.4
Reimbursed Management Type Contract Revenue
Services revenue	537.9	728.8	693.0
Cost of services	537.9	728.8	693.0
Lease Impairment
Cost of services	97.1	0.0	0.0
Gross profit	$ 97.1	$ 0.0	$ 0.0

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Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Statement Of Income And Comprehensive Income [Abstract]
Net (loss) income	$ (172.9)	$ 51.7	$ 56.4
Change in fair value of interest rate collars	(1.8)	(0.4)
Foreign currency translation gain (loss)	0.1	0.1	(0.6)
Comprehensive (loss) income	(174.6)	51.4	55.8
Less: Comprehensive (loss) income attributable to noncontrolling interest	(0.1)	2.9	3.2
Comprehensive (loss) income attributable to SP Plus Corporation	$ (174.5)	$ 48.5	$ 52.6

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Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions	Total	Previously Reported	ASU No. 2018-02	Common Stock	Common Stock Previously Reported	Additional Paid-In Capital	Additional Paid-In Capital Previously Reported	Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss Previously Reported	Accumulated Other Comprehensive Loss ASU No. 2018-02	Retained Earnings (Accumulated Deficit)	Retained Earnings (Accumulated Deficit) Previously Reported	Retained Earnings (Accumulated Deficit) ASU No. 2018-02	Treasury Stock	Treasury Stock Previously Reported	Noncontrolling Interest	Noncontrolling Interest Previously Reported
Beginning balance (deficit) at Dec. 31, 2017	$ 313.1	$ 313.1	$ 0.0			$ 254.6	$ 254.6	$ (1.8)	$ (1.2)	$ (0.6)	$ 67.6	$ 67.0	$ 0.6	$ (7.5)	$ (7.5)	$ 0.2	$ 0.2
Beginning balance (deficit) (in shares) at Dec. 31, 2017				22,542,672	22,542,672
Accounting Standards Update Extensible List										us-gaap:AccountingStandardsUpdate201802Member			us-gaap:AccountingStandardsUpdate201802Member
Net (loss) income	56.4										53.2					3.2
Foreign currency translation gain (loss)	(0.6)							(0.6)
Issuance of stock grants	0.7					0.7
Issuance of stock grants (in shares)				20,757
Issuance of restricted stock units	0.0
Issuance of restricted stock units (in shares)				161,495
Issuance of performance stock units	0.0
Issuance of performance stock units (in shares)				59,052
Non-cash stock-based compensation	2.4					2.4
Distributions to noncontrolling interest	(3.3)															(3.3)
Ending balance (deficit) at Dec. 31, 2018	368.6					257.7		(2.4)			120.7			(7.5)		0.1
Ending balance (deficit) (in shares) at Dec. 31, 2018				22,783,976
Net (loss) income	51.7										48.8					2.9
Foreign currency translation gain (loss)	0.1							0.1
Change in fair value of interest rate collars	(0.4)							(0.4)
Issuance of stock grants	0.8					0.8
Issuance of stock grants (in shares)				14,076
Issuance of restricted stock units	0.0
Issuance of restricted stock units (in shares)				90,214
Issuance of performance stock units	0.0
Issuance of performance stock units (in shares)				62,094
Non-cash stock-based compensation	4.1					4.1
Repurchases of common stock	(47.8)													(47.9)
Distributions to noncontrolling interest	(3.2)															(3.2)
Ending balance (deficit) at Dec. 31, 2019	$ 373.9					262.6		(2.7)			169.5			(55.3)		(0.2)
Ending balance (deficit) (in shares) at Dec. 31, 2019	22,950,360			22,950,360
Net (loss) income	$ (172.9)										(172.8)					(0.1)
Foreign currency translation gain (loss)	0.1							0.1
Change in fair value of interest rate collars	(1.8)							(1.8)
Issuance of stock grants	0.5					0.5
Issuance of stock grants (in shares)				25,066
Issuance of restricted stock units	0.0
Issuance of restricted stock units (in shares)				66,259
Issuance of performance stock units	0.0
Issuance of performance stock units (in shares)				46,701
Noncontrolling interest buyout	(1.7)					(1.7)
Repurchases of common stock	(15.3)													(15.3)
Distributions to noncontrolling interest	(1.4)															(1.4)
Ending balance (deficit) at Dec. 31, 2020	$ 181.4					$ 261.4		$ (4.4)			$ (3.3)			$ (70.6)		$ (1.7)
Ending balance (deficit) (in shares) at Dec. 31, 2020	23,088,386			23,088,386

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Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Operating activities
Net (loss) income	$ (172.9)	$ 51.7	$ 56.4
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Impairments	234.0	0.0	0.0
Depreciation and amortization	29.3	29.3	18.8
Non-cash stock-based compensation	0.5	4.9	3.1
Provisions for credit losses on accounts receivable	6.4	1.1	1.5
Deferred income taxes	(52.5)	4.2	1.3
Gain on sale of equity method investment	0.0	0.0	(10.1)
Other	2.0	0.5	(0.3)
Changes in operating assets and liabilities
Notes and accounts receivable	44.6	(12.7)	(16.7)
Prepaid and other current assets	(2.1)	(6.9)	0.1
Accounts payable	(17.5)	5.2	0.8
Accrued liabilities and other	(31.6)	(1.3)	16.0
Net cash provided by operating activities	40.2	76.0	70.9
Investing activities
Purchase of leasehold improvements and equipment	(8.4)	(10.2)	(8.9)
Cost of contracts purchased	(2.6)	(2.6)	(1.1)
Proceeds from sale of other investments and equipment	1.2	0.3	0.2
Proceeds from sale of equity method investment	0.0	0.0	19.3
Noncontrolling interest buyout	(1.7)	0.0	0.0
Acquisition of business, net of cash acquired	0.0	0.0	(277.9)
Net cash used in investing activities	(11.5)	(12.5)	(268.4)
Financing activities
Proceeds from credit facility revolver	484.1	455.6	333.5
Payments on credit facility revolver	(488.4)	(470.6)	(186.3)
Proceeds from credit facility term loan	0.0	0.0	225.0
Payments on credit facility term loan	(11.3)	(11.3)	(150.0)
Payments of debt issuance costs	(1.7)	0.0	(3.2)
Payments on other long-term borrowings	(5.0)	(2.3)	(0.5)
Distributions to noncontrolling interest	(1.4)	(3.2)	(3.3)
Repurchases of common stock	(15.3)	(47.6)	0.0
Net cash (used in) provided by financing activities	(39.0)	(79.4)	215.2
Effect of exchange rate changes on cash and cash equivalents	0.1	0.1	(0.6)
(Decrease) increase in cash and cash equivalents	(10.2)	(15.8)	17.1
Cash and cash equivalents at beginning of year	24.1	39.9	22.8
Cash and cash equivalents at end of year	13.9	24.1	39.9
Cash paid during the period for
Interest	18.8	17.9	8.5
Income taxes	$ 2.4	$ 15.3	$ 15.3

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Significant Accounting Policies and Practices

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Significant Accounting Policies and Practices

1. Significant Accounting Policies and Practices

The Company

SP Plus Corporation (the "Company") facilitates the efficient movement of people, vehicles and personal belongings with the goal of enhancing the consumer experience while improving bottom line results for the Company’s clients. The Company provides professional parking management, ground transportation, remote baggage check-in and handling, facility maintenance, security, event logistics, and other technology-driven mobility solutions to aviation, commercial, hospitality, healthcare and government clients across North America. The Company typically enters into contractual arrangements with property owners or managers as opposed to owning facilities.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and Variable Interest Entities ("VIEs") in which the Company is the primary beneficiary. All significant intercompany profits, transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current environment.

Foreign Currency Translation

The functional currency of the Company's Canadian operations is the Canadian dollar. Accordingly, assets and liabilities of the Company's Canadian operations are translated from the Canadian dollar into U.S. dollars at the rates in effect on the balance sheet date while income and expenses are translated at the weighted-average exchange rates for the year. Adjustments resulting from the translations of Canadian dollar financial statements are accumulated and classified as a separate component of stockholders' equity.

Cash and Cash Equivalents

Cash equivalents represent funds temporarily invested in money market instruments with maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements were $0.3 million and $0.5 million as of December 31, 2020 and 2019, respectively, and are included within Cash and cash equivalents within the Consolidated Balance Sheets.

Allowance for Doubtful Accounts

Accounts receivable, net of the allowance for doubtful accounts, represents the Company's estimate of the amount that ultimately will be realized in cash. Management reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, primarily using a review of specific accounts, as well as historical collection trends and aging of receivables, and makes adjustments to the allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing receivable balances or future allowance considerations. As of December 31, 2020 and 2019, the Company's allowance for doubtful accounts was $5.1 million and $1.9 million, respectively.

Transactions affecting the allowance for doubtful accounts receivable for the years ended December 31, 2020 and 2019 were as follows:

(millions)	December 31, 2020			December 31, 2019
Beginning Balance	$	1.9		$	1.0
Provision for credit losses		6.4			1.1
Write offs and other		(3.2	)		(0.2	)
Ending Balance	$	5.1		$	1.9

Leasehold Improvements, Equipment and Construction in Progress, net

Leasehold improvements, equipment, software, vehicles, and other fixed assets are stated at cost less accumulated depreciation and amortization. Equipment is depreciated on the straight-line basis over the estimated useful lives ranging from 1 to 10 years. Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Leasehold improvements are amortized on the straight-line basis over the terms of the respective leases or the service lives of the improvements, whichever is shorter (weighted average remaining life of approximately 4.3 years).

Certain costs associated with directly obtaining, developing or upgrading internal-use software are capitalized and amortized over the estimated useful life of software.

Cost of Contracts

Cost of contracts represents the cost of obtaining contractual rights associated with a managed type or lease-type contract. Cost of parking contracts are amortized over the estimated life of the contracts, including anticipated renewals and terminations. Estimated lives are based on the contract life or anticipated life of the contract. Effective January 1, 2019, cost of contracts associated with leases within the scope of ASU No. 2016-02 Leases (Topic 842) are included in the right-of-use (“ROU”) assets balance.

Goodwill

Goodwill represents the excess of purchase price paid over the fair value of net assets acquired. In accordance with the Financial Accounting Standards Board's ("FASB") authoritative accounting guidance on goodwill, the Company evaluates goodwill for impairment on an annual basis, or more often if events or circumstances change that could cause goodwill to become impaired. The Company has elected to assess the impairment of goodwill annually on October 1 or at an interim date if there is an event or change in circumstances indicating the carrying value may not be recoverable. The goodwill impairment test is performed at the reporting unit level; the Company's reporting units represent its operating segments, consisting of Commercial and Aviation. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the use of acquired assets or its business strategy, and significant negative industry or economic trends.

The Company may perform a qualitative, rather than quantitative, assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. As of January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2017-04, which eliminated the two step approach from the current goodwill impairment test and allows impairment to be calculated based on the quantitative assessment. The determination of fair value of a reporting unit utilizes cash flow projections that assume certain future revenue and cost levels, comparable marketplace data, assumed discount rates based upon current market conditions and other valuation factors, all of which involve the use of significant judgement and estimates. The Company also assesses critical areas that may impact its business including economic conditions, market related exposures, competition, changes in service offerings and changes in key personnel.

Beginning in March 2020, the COVID-19 pandemic (“COVID-19”) and the resulting stay at home orders issued by local governments were beginning to impact certain of the Company’s businesses. These factors have significantly impacted the hospitality and travel industries, as well as overall consumer discretionary spending.

Due to the impacts of COVID-19, revenues for certain markets in which the Company operates have dropped significantly as compared to the expectations as of the October 1, 2019 annual impairment test. The Company does not know how long the COVID-19 pandemic and its effects will continue to impact the results of the Company. In addition, certain Aviation contracts were terminated in August 2020. The termination of these contracts and the ongoing impacts of COVID-19 on the Company’s expected future operating cash flows triggered the Company to complete a quantitative goodwill impairment analysis for the Aviation reporting unit as of August 31, 2020. Based on the quantitative analysis, the Company determined that estimated carrying value exceeded implied fair value for the Aviation reporting unit and goodwill was impaired. See Note 11. Goodwill for further discussion.

Other Intangible Assets, net

Other intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The Company evaluates the remaining useful life of other intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to their remaining useful lives. In addition, other intangible assets are reviewed for impairment when circumstances change that would indicate the carrying value may not be recoverable. Assumptions and estimates about future values and remaining useful lives of intangible are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, internal factors, such as changes in the Company’s business strategy and internal forecasts. Although management believes the historical assumptions and estimates are reasonable and appropriate, difference assumptions and estimates could materially impact reported financial results.

As a result of the impact of COVID-19 on the Company’s expected future operating cash flows, the Company determined certain impairment triggers had occurred related to a proprietary know how intangible assets within the Aviation segment as of June 30, 2020. Accordingly, the Company analyzed undiscounted cash flows for the proprietary know how intangible asset as of June 30, 2020. Based on the undiscounted cash flow analysis, the Company determined that the estimated net carrying value for the proprietary know how intangible asset exceeded its undiscounted future cash flows and therefore, as of June 30, 2020, the asset was impaired.

Additionally, as a result of the termination of certain contracts within the Aviation reporting unit during August 2020 and the ongoing impact of COVID-19 on the Company’s expected future operating cash flows, the Company determined certain impairment testing triggers had occurred related to the Company’s customer relationships and trade names and trademarks intangible assets. Accordingly, the Company analyzed undiscounted cash flows for certain intangible assets as of August 31, 2020. Based on the undiscounted cash flow analysis, the Company determined that estimated net carrying values exceeded undiscounted future cash flows for certain intangible assets and therefore, as of August 31, 2020, certain intangible assets were impaired.

The impairments recognized were measured by the amount by which the carrying value of the intangible assets exceed their fair value. See Note 10. Other Intangible Assets, net for further discussion.

For both goodwill and intangible assets, future events may indicate differences from management’s judgements and estimates which could, in turn, result in impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, increases in interest rates, which would impact discount rates, or other factors which could decreases revenues and profitability of existing locations and changes in the cost structure of existing facilities.

Long-Lived Assets

The Company evaluates long-lived assets, including ROU assets, leasehold improvements, equipment and construction in progress, for impairment whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Events or circumstances that would result in an impairment review include a significant change in the use of an asset, the planned sale or disposal of an asset, or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset group. If it is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds its fair value.

As a result of the impact of COVID-19 on the Company's expected future operating cash flows, the Company’s management determined impairment testing triggers had occurred for ROU assets associated with certain asset groups. Accordingly, the Company analyzed undiscounted cash flows for these ROU assets during the year ended December 31, 2020. Based on the undiscounted cash flow analysis, the Company determined that estimated net carrying values exceeded undiscounted cash flows for ROU assets associated with certain asset groups and therefore for the year ended December 31, 2020, certain ROU assets were impaired. The impairment recognized is measured by the amount by which the carrying value of the ROU asset exceeded its fair value. See Note 2. Leases for further discussion.

Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any future changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets and could result in additional impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities.

Accrued and other current liabilities

Components of accrued and other current liabilities for the years ended December 31, 2020 and 2019 were as follows:

(millions)	December 31, 2020		December 31, 2019
Accrued rent	$	17.3	$	18.1
Compensation and payroll withholdings		32.0		28.7
Property, payroll and other taxes		4.8		6.8
Accrued insurance		20.1		19.2
Accrued expenses		38.5		48.6
Accrued and other current liabilities	$	112.7	$	121.4

Financial Instruments

The carrying values of cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Book overdrafts of $23.2 million and $29.3 million are included within Accounts payable within the Consolidated Balance Sheets as of December 31, 2020, and 2019, respectively. Long-term debt has a carrying value that approximates fair value because the instruments bear interest at variable market rates.

Insurance Reserves

The Company purchases comprehensive casualty insurance covering certain claims that arise in connection with its operations. In addition, the Company purchases umbrella/excess liability coverage. Under the various liability and workers' compensation insurance policies, the Company is obligated to pay directly or reimburse the insurance carrier for the deductible / retention amount of each loss covered by its general / garage liability, automobile, workers' compensation and garage keepers legal liability policies. As a result, the Company is, in effect, self-insured for all claims within the deductible / retention amount of each loss. Any loss over the deductible / retention is the responsibility of the third-party insurer. The Company applies the provisions as defined in the guidance related to accounting for contingencies, in determining the timing and amount of expense recognition associated with claims against the Company. The expense recognition is based upon the Company's determination of an unfavorable outcome of a claim being deemed as probable and capable of being reasonably estimated, as defined in the guidance related to accounting for contingencies. This determination requires the use of judgment in both the estimation of probability and the amount to be recognized as an expense. The Company utilizes historical claims experience and exposures specific to each type of insurance, along with actuarial methods performed quarterly by a third party actuarial adviser in determining the required level of insurance reserves. As of December 31, 2020, the insurance reserve for general, garage, automobile and workers’ compensation liabilities is recorded in Accrued and other current liabilities and Other noncurrent liabilities in the Consolidated Balance Sheets for short term and long term balances, respectively. Future information regarding historical loss experience may require changes to the level of insurance reserves and could result in increased expense recognition in the future.

Legal and Other Commitments and Contingencies

The Company is subject to litigation in the normal course of its business. The Company applies the provisions as defined in the guidance related to accounting for contingencies in determining the recognition and measurement of expense recognition associated with legal claims against the Company. Management uses guidance from internal and external legal counsel on the potential outcome of litigation in determining the need to record liabilities for potential losses and the disclosure for pending legal claims. See Note 19. Legal Proceedings for further discussion.

Services Revenue

The Company's revenues are primarily derived from management type and lease type contracts; whereby the Company provides parking services, parking management, ground transportation services, baggage handling services and other ancillary services to commercial, hospitality, institutional, municipal and aviation clients. Ancillary services include on-site parking management, facility maintenance, ground transportation services, event logistics, remote airline check-in, security services, municipal meter revenue collection and enforcement services, scheduling and supervising all service personnel as well as providing customer service, marketing, and accounting and revenue control functions necessary to complete such services, payments received for exercising termination rights, consulting development fees, gains on sales of contracts, insurance (general, workers' compensation and health care) and other value-added services. In accordance with the guidance related to revenue recognition, entities are required to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company recognizes gross receipts (net of taxes collected from customers) as revenue from leased type contracts, and management fees for services, as the related services are provided. Ancillary services are earned from management contract properties and are recognized as revenue as those services are provided.

Reimbursed Management Type Contract Revenue and Expense

The Company recognizes both revenues and expenses, in equal amounts, that are directly reimbursed for operating expenses incurred under a management type contract. The Company has determined it is the principal in these transactions as the nature of our performance obligations is for the Company to provide the services on behalf of the customer. As the principal to these related transactions, the Company has control of the promised services before they are transferred to the customer.

Cost of Services

The Company recognizes costs for lease type contracts, non-reimbursed costs from management type contracts and reimbursed management type contract expenses as cost of services. Cost of services consists primarily of rent and payroll related costs.

Stock-Based Compensation

Stock-based payments to employees including grants of employee stock options, restricted stock units and performance-based share units are measured at the grant date, based on the estimated fair value of the award, and the related expense is recognized over the requisite employee service period or performance period (generally the vesting period) for awards expected to vest. The Company accounts for forfeitures of stock-based awards as they occur.

Equity Investment in Unconsolidated Entities

The Company has ownership interests in 29 active partnerships, joint ventures or similar arrangements that operate parking facilities, of which 24 are consolidated under the VIE or voting interest models and 5 are unconsolidated where the Company’s ownership interests range from 30-50 percent and for which there are no indicators of control. The Company accounts for such investments under the equity method of accounting, and its underlying share of each investee’s equity is included in Equity investments in unconsolidated entities within the Consolidated Balance Sheets. As the operations of these entities are consistent with the Company’s underlying core business operations, the equity in earnings of these investments are included in Services revenue - lease type contracts within the Consolidated Statements of (Loss) Income. The equity earnings in these related investments were $1.3 million, $3.2 million, and $2.7 million for the year ended December 31, 2020, 2019 and 2018, respectively.

In 2014, the Company entered into an agreement to establish a joint venture with Parkmobile USA, Inc. and contributed all of the assets and liabilities of its proprietary Click and Park parking prepayment business in exchange for a 30% interest in the newly formed legal entity called Parkmobile, LLC (“Parkmobile”). On January 3, 2018, the Company sold its entire 30% interest in Parkmobile to Parkmobile USA, Inc. for a gross sale price of $19.0 million and recognized a pre-tax gain of $10.1 million, net of closing costs. The pre-tax gain was included in Equity in (earnings) losses from investment in unconsolidated entity within the Consolidated Statements of (Loss) Income for the year ended December 31, 2018. The Company historically accounted for its investment in the Parkmobile joint venture using the equity method of accounting, and its underlying share of equity in Parkmobile was included in Equity investments in unconsolidated entities within the Consolidated Balance Sheets. The equity (earnings) losses in the Parkmobile joint venture were historically included in Equity in (earnings) losses from investment in unconsolidated entity within the Consolidated Statements of (Loss) Income.

Noncontrolling Interests

Noncontrolling interests represent the noncontrolling holders' percentage share of income or losses from the subsidiaries in which the Company holds a majority, but less than 100 percent, ownership interest and the results of which are consolidated and included within in our Consolidated Financial Statements.

Income Taxes

Income tax expense involves management judgment as to the ultimate resolution of any tax issues. Historically, the Company’s assessments of the ultimate resolution of tax issues have been reasonably accurate. The current open issues are not dissimilar from historical items.

Deferred income taxes are computed using the asset and liability method, such that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between US GAAP amounts and the tax basis of existing assets and liabilities based on currently enacted tax laws and tax rates in effect for the periods in which these temporary differences are expected to reverse or be settled. Income tax expense is the tax payable for the period plus the change during the period in deferred income taxes. The Company has certain state net operating loss carry forwards which expire in 2036. The Company considers a number of factors in its assessment of the recoverability of its net operating loss carryforwards including their expiration dates, the limitations imposed due to the change in ownership as well as future projections of income. Future changes in the Company's operating performance along with these considerations may significantly impact the amount of net operating losses ultimately recovered, and the Company’s assessment of their recoverability.

When evaluating the Company’s tax positions, the Company accounts for uncertainty in income taxes in its Consolidated Financial Statements. The evaluation of a tax position by the Company is a two-step process, the first step being recognition. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon tax examination, including resolution of any related appeals or litigation processes, based on only the technical merits of the position and the weight of available evidence. If a tax position does not meet the more-likely-than-not threshold, which is more than 50% likely of being realized, the benefit of that position is not recognized in the Company’s financial statements. The second step is measurement of the tax benefit. The tax position is measured as the largest amount of benefit that is more-likely-than-not of being realized, which is more than 50% likely of being realized upon ultimate resolution with a taxing authority.

On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was signed into law. The 2017 Tax Act included significant changes to the corporate income tax system in the United States, including a federal corporate rate reduction from 35% to 21% and the transition of United States international taxation from a worldwide tax system to a territorial tax system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act of 2017 (SAB 118), as issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete accounting for certain income tax effects of the 2017 Tax Act. The Company completed its analysis of the income tax effects of the 2017 Tax Act in the fourth quarter of 2018 in accordance with SAB 118.

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU	Topic	Method of Adoption
2016-13	Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 326)	Prospective
2017-04	Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment	Prospective
2018-13	Fair Value Measurement (Topic 820)	Prospective
2018-15	Intangibles – Goodwill and Other – Internal - Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	Prospective
20018-17	Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable Interest Entities	Prospective
2018-18	Collaborative Arrangements (Topic 808)	Prospective
2018-19	Codification Improvements to Topic 326, Financial Instruments - Credit Losses	Prospective
2019-04	Codification Improvements to Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Financial Instruments (Topic 825)	Prospective
2019-08	Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Codification Improvements - Share-Based Consideration Payable to a Customer	Prospective
2020-02	Financial Instruments-Credit Losses (Topic 326) And Leases (Topic 842)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 And Update to SEC Section On Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842)	Prospective
2019-12	Simplifying the Accounting for Income Taxes (Topic 740)	Prospective, early adopted

Accounting Pronouncements to be Adopted

Effects of Reference Rate Reform on Financial Reporting

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedient and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (IBORs) and, particularly, risks associated with the phase out of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The ASU can be adopted no later than December 1, 2022 with early adoption permitted. The Company is currently assessing the impact of adopting the standard on the Company's financial position, results of operations, cash flows and financial statement disclosures.

Investments - equity securities; Investments-Equity Method and Joint Ventures; Derivatives and Hedging

In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in this ASU clarify the interaction between the accounting for investments in equity securities, investment in equity method and certain derivatives instruments. The ASU is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. This ASU is effective for fiscal years beginning after December 15, 2021. The Company is currently assessing the impact of adopting the standard on the Company's financial position, results of operations, cash flows and financial statement disclosures.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements. This ASU addresses, a variety of topics in the Accounting Standards Codification in order to improve consistency and clarify the guidance. The FASB provided transition guidance for all of the amendments. The ASU is effective for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact of adopting the standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

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Leases

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Leases

2. Leases

The Company leases parking facilities, office space, warehouses, vehicles and equipment and determines if an arrangement is a lease at inception. The Company subleases certain real estate to third parties. The Company's sublease portfolio consists of operating leases for space within leased parking facilities.

The Company accounts for leases in accordance with Topic 842. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company's "right-of-use" over an underlying asset for the lease term, and

lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The ROU asset includes cumulative prepaid or accrued rent, as well as lease incentives, initial direct costs and acquired lease contracts. The short term lease exception has been applied to leases with an initial term of 12 months or less and these leases are not recorded on the balance sheet.

As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease expense is recognized on a straight-line basis over the lease term.

For leases that include one or more options to renew, the exercise of such renewal options is at the Company's sole discretion or mutual agreement. The Company’s lease term may include renewal options that are at the Company’s sole discretion and are reasonably certain to be exercised. Equipment and vehicle leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Variable lease components comprising of payments that are a percentage of parking services revenue based on contractual levels and rental payments adjusted periodically for inflation are not included in the lease liability. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Consistent with other long-lived assets or asset groups that are held and used, the Company tests ROU assets when impairment indicators are present as detailed in Note 1. Significant Accounting Policies and Practices.

As discussed in Note 1. Significant Accounting Policies and Practices, due to the impact of COVID-19 on the Company's expected future operating cash flows, the Company determined certain impairment testing triggers had occurred within its asset groups. Accordingly, the Company performed undiscounted cash flow analyses on certain operating lease ROU assets during the year ended December 31, 2020. Based on the undiscounted cash flow analyses as of March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020, the Company determined that certain ROU asset groups had net carrying values that exceeded their estimated undiscounted future cash flows and fair value for these asset groups was determined. The fair value of ROU assets measured on a non-recurring basis, which is classified as Level 3 in the fair value hierarchy, was determined based on estimates of future discounted cash flows. The estimated fair values were compared to the net carrying values, and, as a result, ROU assets held and used with a carrying amount of $278.9 million were determined to have a fair value of $180.2 million resulting in impairment charges of $98.7 million in the Commercial segment for the year ended December 31, 2020, of which $97.1 million is included within Lease impairment in the Consolidated Statements of (Loss) Income and $1.6 million is included within General and administrative expenses in the Consolidated Statements of (Loss) Income. No lease impairment charges were recognized during the year ended December 31, 2019.

In April 2020, the FASB staff provided accounting elections for entities that receive or provide lease-related concessions to mitigate the economic effects of COVID-19 on lessees. The Company elected not to evaluate whether certain concessions provided by lessors in response to the COVID-19 pandemic, that are within the scope of additional interpretation provided by the FASB in April 2020, were lease modifications and has also elected not to apply modification guidance under Topic 842. These concessions will be recognized as a reduction of rent expense in the month they occur and will be recorded within Cost of parking services within the Consolidated Statements of (Loss) Income. During the year ended December 31, 2020, as a result of the ongoing COVID-19 pandemic, the Company was able to negotiate lease concessions with certain landlords. These rent concessions have been recorded in accordance with the guidance noted above. As a result, the Company recorded $26.0 million related to rent concessions as a reduction to cost of services during the year ended December 31, 2020.

Costs associated with the right to use the infrastructure on service concession arrangements are recorded as a reduction of revenue in accordance with the scope of ASU No. 2017-10, Service Concession Arrangements (Topic 853): Determining the Customer of the Operation Services. See Note 5. Revenue for further discussion on service concession arrangements.

During the year ended December 31, 2020, as a result of the ongoing COVID -19 pandemic, the Company was able to negotiate cost reductions with certain entities related to service concession arrangements.  As a result, the Company recorded $31.3 million related to such cost reductions during the year ended December 31, 2020.

The components of ROU assets and lease liabilities and classification on the Consolidated Balance Sheet as of December 31, 2020 and 2019 were as follows:

(millions)	Classification	2020		2019
Assets
Operating	Right-of-use assets	$	235.1	$	431.7
Finance	Leasehold improvements, equipment and construction in progress, net		28.8		18.6
Total leased assets		$	263.9	$	450.3
Liabilities
Current
Operating	Short-term lease liabilities	$	82.1	$	115.2
Finance	Current portion of long-term obligations under Senior Credit Facility and other long-term borrowings		7.8		3.1
Noncurrent
Operating	Long-term lease liabilities		243.4		327.7
Finance	Long-term borrowings, excluding current portion		20.5		15.6
Total lease liabilities		$	353.8	$	461.6

The components of lease cost and classification on the Consolidated Statement of Income for the year ended December 31, 2020 and 2019 were as follows:

(millions)	Classification	2020		2019
Operating lease (a)(b)	Cost of services - lease type contracts	$	81.1	$	150.9
Short-term lease (a)	Cost of services - lease type contracts		22.6		33.1
Variable lease	Cost of services - lease type contracts		20.1		58.1
Operating lease cost			123.8		242.1
Finance lease cost
Amortization of leased assets	Depreciation and amortization		4.2		2.3
Interest on lease liabilities	Interest expense		1.1		0.9
Lease Impairment	Lease impairment		97.1		—
Lease Impairment	General and administrative expenses		1.6		—
Net lease cost		$	227.8	$	245.3

(a) Operating lease cost included in General and administrative expenses are related to leases for office space amounting to $5.7 million and $6.0 million for the years ended December 31, 2020 and 2019, respectively.

(b) Includes rent concessions amounting to $26.0 million for the year ended December 31, 2020. No rent concessions were recognized for the year ended December 31, 2019.

Sublease income during the years ended December 31, 2020 and 2019 was $1.6 million and $2.0 million, respectively.

The Company has entered into operating lease arrangements as of December 31, 2020 that commence in future periods. The total amount of ROU assets and lease liabilities related to these arrangements are immaterial.

Maturities, lease term, and discount rate information of lease liabilities as of December 31, 2020 were as follows:

	Operating			Finance
(millions)	Leases			Leases			Total
2021	$	94.7		$	8.8		$	103.5
2022		80.0			7.5			87.5
2023		59.1			5.3			64.4
2024		41.8			3.4			45.2
2025		29.5			1.7			31.2
After 2025		69.3			5.0			74.3
Total lease payments		374.4			31.7			406.1
Less: Imputed interest		48.9			3.4			52.3
Present value of lease liabilities	$	325.5		$	28.3		$	353.8
Weighted-average remaining lease term (years)		5.6			5.1
Weighted-average discount rate		5.0	%		4.2	%

Future sublease income for the periods shown above was excluded as the amounts are not material.

Supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019 were as follows:

(millions)	2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows related to operating leases	$	120.3	$	179.0
Operating cash outflows related to interest on finance leases		1.1		0.9
Financing cash outflows related to finance leases		5.2		2.3
Leased assets obtained in exchange for new operating liabilities		38.2		68.6
Leased assets obtained in exchange for new finance lease liabilities		16.5		6.8

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Acquisition

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Acquisition

3. Acquisition

On November 30, 2018 (the “acquisition date”), the Company acquired the outstanding shares of ZWB Holdings, Inc. and Rynn's Luggage Corporation, and their subsidiaries and affiliates (collectively, "Bags"). Bags is a leading provider of baggage delivery, remote airline check in, and other related services, primarily to airline, airport and hospitality clients. Subject to the terms and conditions of the Stock Purchase Agreement, the Company paid $283.6 million as consideration for the acquisition of Bags. The consideration was comprised of $275.0 million of cash paid by SP Plus, $8.1 million related to the net working capital and cash acquired and $0.5 million for certain individual taxes to be paid by the seller (the “Cash Consideration”). As described in Note 20. Segment Information, the Company integrated the Bags' operations into the Aviation segment, effective November 30, 2018.

The acquisition of Bags has been accounted for as a business combination, and assets acquired and liabilities assumed were recorded at their estimated fair values. Goodwill as of the acquisition date was measured as the excess of consideration transferred, which is also generally measured at fair value or the net acquisition date fair values of the assets acquired and the liabilities assumed. The results of operations are reflected in the consolidated financial statements of the Company from the acquisition date.

The Company incurred certain acquisition and integration costs associated with the acquisition of Bags that were expensed as incurred and are reflected in the Consolidated Statements of (Loss) Income. See Note 4. Acquisition, Restructuring and Integration Costs for further discussion.

The fair values of assets acquired and liabilities assumed were as follows:

				Measurement
				Period
(millions)	Initial			Adjustments			Final
Cash and cash equivalents	$	5.9					$	5.9
Notes and accounts receivable		13.2						13.2
Prepaid expenses and other current assets		2.0						2.0
Other noncurrent assets		0.2						0.2
Leasehold improvements, equipment and construction in progress		1.5						1.5
Other intangible assets, net		118.0						118.0
Goodwill		154.1			0.3			154.4
Accounts payable		(6.5	)					(6.5	)
Accrued and other current liabilities		(4.1	)		(0.3	)		(4.4	)
Other long-term liabilities		(0.7	)					(0.7	)
Net assets acquired and liabilities assumed	$	283.6		$	—		$	283.6

Goodwill of $154.4 million represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The goodwill recognized was primarily attributable to expanded revenue synergies and opportunities in the aviation and hospitality businesses, as well as other benefits that the Company believes will result from combining its operations with the operations of Bags. The goodwill acquired is deductible for tax purposes.

Acquired other Intangibles assets were as follows:

(millions)	Estimated Life	Fair Value
Trade name	5.0 Years	$	5.6
Customer relationships	12.4 - 15.8 Years		100.4
Existing technology	5.0 - 6.0 Years		10.4
Non-compete agreement	5.0 Years		1.6
Estimated fair value of identified intangibles		$	118.0

The fair value for all identifiable intangible assets is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). The fair value of trade names was determined with the relief from royalty savings method. The Company considered the return on assets and market comparable methods when estimating an appropriate royalty rate for the trade names. The fair value of acquired customer relationships was determined with the excess earnings method. This approach calculates the excess of the future cash inflows (i.e., revenue from customers generated from the relationships) over the related cash outflows (i.e., customer servicing expenses) generated over the useful life of the relationship. The fair value of developed or existing technology was determined utilizing the relief from royalty savings method with additional consideration given to asset deterioration rates.

Unaudited Pro forma financial information

The following unaudited pro forma results of operations for the year ended December 31, 2018, assumes the acquisition of Bags was completed on January 1, 2018, and as such Bags pre-acquisition results have been added to the Company’s historical results. The historical consolidated financial information of the Company and Bags have been adjusted to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable and (3) expected to have a continuing impact on the combined results. The pro forma results contained in the table below include adjustments for (i) amortization of acquired intangibles, (ii) reduced general and administrative expenses related to non-routine transaction expenses, (iii) increased interest expense related to the financing of the acquisition of Bags, and (iv) estimated income tax effect.

The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of any anticipated benefits from revenue synergies, cost savings or operating synergies that may result from the acquisition of Bags or to any disynergies and integration related costs. Also, the unaudited pro forma condensed combined financial information does not reflect possible adjustments related to potential restructuring or integration activities that have yet to be determined or transaction or other costs following the combination that are not expected to have a continuing impact on the business of the combined company. Further, one-time transaction-related expenses anticipated to be incurred prior to, or concurrent with, the closing of the transaction were not included in the unaudited pro forma condensed combined statement of income as such transaction costs were determined not to be significant. Additionally, the unaudited pro forma financial information does not reflect the costs that the company has incurred or may incur to integrate Bags.

(millions)	2018
Total services revenue	$	1,617.7
Net income attributable to SP Plus Corporation		55.1

Services revenue and net income related to Bags that are included in the Consolidated Statements of (Loss) Income were $14.2 million and $1.3 million or the year ended December 31, 2018, respectively, which were included in Services revenue - Management type contracts and Net income attributable to SP Plus Corporation, respectively.

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Acquisition, Restructuring and Integration Costs

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Acquisition, Restructuring and Integration Costs

4. Acquisition, Restructuring and Integration Costs

Acquisition, Restructuring and Integration Costs

The Company incurred certain acquisition, restructuring and integration costs that were expensed as incurred, which include:

• Costs (primarily severance and relocation costs) related to a series of Company initiated workforce reductions to increase organizational effectiveness and provide cost savings that can be reinvested in the Company's growth initiatives, during 2020, 2019 and 2018 (included within Cost of services and General and administrative expenses within the Consolidated Statements of (Loss) Income);

• Transaction costs and other acquisition related costs (primarily professional and advisory services, as well as write-offs of aged receivables incurred prior to acquisition) primarily related to the acquisition of Bags (included within General and administrative expenses within the Consolidated Statements of (Loss) Income) and;

• Consulting costs for integration-related activities related to the acquisition of Bags incurred during the year ended December 31, 2019 (included within General and administrative expenses within the Consolidated Statements of (Loss) Income).

Included in General and administrative expenses are severance related costs of $4.0 million during the year ended December 31, 2020, reflecting the actions the Company has taken to lessen the impacts of COVID-19 on the business. The acquisition, restructuring, and integration related costs for the years ended December 31, 2020, 2019 and 2018 were as follows:

	Year Ended December 31,
(millions)	2020		2019		2018
Cost of services - lease type contracts	$	0.4	$	—	$	—
Cost of services - management type contracts		0.7		—		—
General and administrative expenses		6.5		1.3		8.1

The accrual for acquisition, restructuring and integration costs of $1.2 million and $0.1 million is included in Accrued and other current liabilities within the Consolidated Balance Sheet as of December 31, 2020 and 2019, respectively.

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Revenue

12 Months Ended

Dec. 31, 2020

Revenue From Contract With Customer [Abstract]

Revenue

5. Revenue

The Company accounts for revenue in accordance with Topics 606 and 853. Topic 606 requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.

Contracts with customers and clients

The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Once a contract is identified, the Company evaluates whether the combined or single contract should be accounted for as more than one performance obligation. Substantially all of the Company's revenues come from the following two types of arrangements: Lease type and Management type contracts.

Lease type contracts

Under lease type arrangements, the Company pays the property owner a fixed base rent, percentage rent that is tied to the facility’s financial performance, or a combination of both. The Company operates the parking facility and is responsible for most operating expenses, but typically is not responsible for major maintenance, capital expenditures or real estate taxes. Performance obligations related to lease type contracts include parking for transient and monthly parkers. Revenue is recognized over time as the Company provides services. As noted in Note 1. Significant Accounting Policies and Practices and in accordance with Topic 853, certain expenses, primarily rental expense for the contractual arrangements that meet the definition of service concession arrangements, are recorded as a reduction of revenue for the year ended December 31, 2020, 2019, and 2018, respectively.

Management type contracts

Management type contract revenue consists of management fees, including both fixed and performance-based fees. In exchange for this consideration, the Company has a bundle of performance obligations that include services such as managing the facilities as well ancillary services such as accounting, equipment leasing, consulting, insurance and other value-added services. The Company believes that it can generally purchase required insurance for the facility and facility operations at lower rates than clients can obtain on their own because the Company is effectively self-insured for all liability, workers' compensation and health care claims by maintaining a large per-claim deductible. As a result, the Company generates operating income on the insurance provided under its management type contracts by focusing on risk management efforts and controlling losses. Management type contract revenues do not include gross customer collections at the managed facilities as these revenues belong to the property owners rather than to the Company. Management type contracts generally provide the Company with management fees regardless of the operating performance of the underlying facilities. Revenue is recognized over time as the Company provides services.

Service concession arrangements

Service concession agreements include both lease type and management type contracts. Revenue generated from service concession arrangements, is accounted for under the guidance of Topics 606 and 853. Certain expenses (primarily rental expense) related to service concession arrangements and depreciation and amortization, have been recorded as a reduction of Service revenue - lease type contracts.

Contract modifications and taxes

Contracts are often modified to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either changes the consideration due to the Company or creates new performance obligations or changes the existing scope of the contract and related performance obligations. Most contract modifications are for services that are not distinct from the existing contract due to the fact that the Company is providing a bundle of performance obligations that are highly inter-related in the context of the contract, and are therefore accounted for as if they were part of that existing contract. Typically, modifications are accounted for prospectively as part of the existing contract.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, which are collected by the Company from a customer, are excluded from revenue.

Reimbursed management type contract revenue and expense

The Company recognizes both revenues and expenses, in equal amounts, that are directly reimbursed from the property owner for operating expenses incurred under a management type contract. The Company has determined it is the principal in these transactions, as the nature of its performance obligations is for the Company to provide the services on behalf of the client. As the principal to these related transactions, the Company has control of the promised services before they are transferred to the client.

Disaggregation of revenue

The Company disaggregates its revenue from contracts with customers by type of arrangement for each of the reportable segments. The Company has concluded that such disaggregation of revenue best depicts the overall economic nature, timing and uncertainty of the Company's revenue and cash flows affected by the economic factors of the respective contractual arrangement. See Note 20. Segment Information for further information on disaggregation of the Company's revenue by segment.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer or client, and is the unit of account under Topic 606. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company’s contracts have a single performance obligation that is not separately identifiable from other promises in the contract and therefore not distinct, comprising the promise to provide a bundle of monthly performance obligations or parking services for transient or monthly parkers.

The contract price is generally deemed to be the transaction price. Some management type contracts include performance incentives that are based on variable performance measures. These incentives are constrained at contract inception and recognized once the customer has confirmed that the Company has met the contractually agreed upon performance measures as defined in the contract.

The Company’s performance obligations are primarily satisfied over time as the Company provides the related services. Typically, revenue is recognized over time on a straight-line basis as the Company satisfies the related performance obligation. There are certain management type contracts where revenue is recognized based on costs incurred to date plus a reasonable margin. The Company has concluded this is a faithful depiction of how control is transferred to the customer. Performance obligations satisfied at a point in time for the year ended December 31, 2020, 2019 and 2018, respectively, were not significant.

The time between completion of the performance obligation and collection of cash is typically not more than 30 - 60 days. In certain contractual arrangements, such as monthly parker contracts, cash is typically collected in advance of the Company commencing its performance obligations under the contractual arrangement.

As of December 31, 2020, the Company had $118.0 million related to performance obligations that were unsatisfied or partially unsatisfied for which the Company expects to recognize revenue. This amount excludes variable consideration primarily related to contracts where the Company and customer share the gross revenues or operating profit for the location and contracts where transaction prices include performance incentives that are constrained at contract inception. These performance incentives are based on measures that are ascertained exclusively by future performance and therefore cannot be estimated at contract inception by the Company. The Company applies the practical expedient that permits exclusion of information about the remaining performance obligations that have original expected durations of one year or less.

The Company expects to recognize the remaining performance obligations as revenue in future periods as follows:

	Remaining Performance
(millions)	Obligations
2021	$	51.3
2022		28.9
2023		19.5
2024		10.7
2025		4.4
2026 and thereafter		3.2
Total	$	118.0

Contract balances

The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets and contract liabilities. Accounts receivable represent amounts where the Company has an unconditional right to the consideration and therefore only the passage of time is required for the Company to receive consideration due from the customer. Both lease type and management type contracts have customers and clients where amounts are billed as work progresses or in advance in accordance with agreed-upon contractual terms. Billing may occur subsequent to or prior to revenue recognition, resulting in contract assets and liabilities. The Company, on occasion, receives advances or deposits from customers and clients, on both lease and management type contracts, before revenue is recognized, resulting in the recognition of contract liabilities.

Contract assets and liabilities are reported on a contract-by-contract basis and are included in Notes and accounts receivable, net and Accrued and other current liabilities, respectively, on the Consolidated Balance Sheets. See Note 1. Significant Accounting Policies and Practices for additional detail on the write-off of accounts receivable. There were no impairment charges recorded on contract assets and liabilities for the years ended December 31, 2020, 2019 and 2018. The following table provides information about accounts receivable, contract assets and contract liabilities with customers and clients as of December 31, 2020 and 2019:

(millions)	2020			2019
Accounts receivable	$	102.7		$	151.3
Contract asset		8.6			11.0
Contract liability		(12.5	)		(19.4	)

Changes in contract assets include recognition of additional consideration due from the customer are offset by reclassifications of contract asset balances to accounts receivable when the Company obtains an unconditional right to consideration, thereby establishing an accounts receivable. The following table provides information about changes to contract asset balances during the years ended December 31, 2020 and 2019:

(millions)	2020			2019
Balance, beginning of period	$	11.0		$	11.4
Additional contract assets		8.6			11.0
Reclassification to accounts receivable		(11.0	)		(11.4	)
Balance, end of period	$	8.6		$	11.0

Changes in contract liabilities primarily include additional contract liabilities and reductions of contract liabilities when revenue is recognized. The following table provides information about changes to contract liabilities balances during the years ended December 31, 2020 and 2019:

(millions)	2020			2019
Balance, beginning of period	$	(19.4	)	$	(19.1	)
Additional contract liabilities		(12.5	)		(19.4	)
Recognition of revenue from contract liabilities		19.4			19.1
Balance, end of period	$	(12.5	)	$	(19.4	)

Cost of contracts, net

Cost of contracts, net represents the cost of obtaining contractual rights associated with providing services for lease or management type contracts. Incremental costs incurred to obtain service contracts are amortized on a straight line basis over the estimated life of the contracts, including anticipated renewals and terminations. The amortization period is consistent with the timing of when the Company satisfies the related performance obligations. Estimated lives are based on the contract life.

See Note 9. Cost of Contracts, net for amortization expense related to cost of contracts. Amortization expense of cost of contracts related to service concession arrangements within the scope of Topic 853 and certain management type contracts are recorded as a reduction of revenue and were not significant for the years ended December 31, 2020, 2019 and 2018, respectively.

As of December 31, 2020 and 2019, cost of contracts net of accumulated amortization included on the Consolidated Balance Sheets within Other noncurrent assets was $4.8 million and $4.3 million, respectively. No impairment charges were recorded during the years ended December 31, 2020, 2019 and 2018, respectively.

9. Cost of Contracts, net

Cost of contracts, net, as of December 31, 2020 and 2019 was as follows:

	December 31,
(millions)	2020			2019
Cost of contracts	$	26.0		$	26.0
Accumulated amortization		(21.2	)		(21.7	)
Cost of contracts, net	$	4.8		$	4.3

The table below shows the Company's amortization expense related to costs of contracts for the years ended December 31, 2020, 2019 and 2018, which was primarily included in Depreciation and amortization within the Consolidated Statements of (Loss) Income.

	Year Ended December 31,
(millions)	2020		2019		2018
Amortization expense	$	1.6	$	1.9	$	3.0
Weighted average life (years)		7.8		10.0		9.4

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Net (Loss) Income per Common Share

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Net (Loss) Income per Common Share

6. Net (Loss) Income per Common Share

Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted daily average number of shares of common stock outstanding during the period. Diluted net (loss) income per common share is based upon the weighted daily average number of shares of common stock outstanding for the period plus dilutive potential common shares, including restricted stock units, using the treasury-stock method. Unvested performance share units are excluded from the computation of weighted average diluted common shares outstanding if the performance targets upon which the issuance of the shares is contingent have not been achieved and the respective performance period has not been completed as of the end of the period. In periods where the Company has a net loss, restricted stock units are excluded from the calculation of net (loss) earnings per common share, as their inclusion would be anti-dilutive.

Basic and diluted net (loss) income per common share and a reconciliation the weighted average basic common shares outstanding to the weighted average diluted common shares outstanding was as follows:

	Year Ended December 31,
(millions, except share and per share data)	2020			2019		2018
Net (loss) income attributable to SP Plus Corporation	$	(172.8	)	$	48.8	$	53.2
Basic weighted average common shares outstanding		21,056,061			22,080,025		22,394,542
Dilutive impact of share-based awards		—			128,007		212,681
Diluted weighted average common shares outstanding		21,056,061			22,208,032		22,607,223
Net (loss) income per common share
Basic	$	(8.21	)	$	2.21	$	2.38
Diluted	$	(8.21	)	$	2.20	$	2.35

Due to the net loss during the year ended December 31, 2020, common stock equivalents arising from 51,276 restricted stock units were excluded from the computation.

There were no additional securities that could dilute basic earnings per common share in the future that were not included in the computation of diluted earnings per common share, other than those disclosed.

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

7. Stock-Based Compensation

The Company measures stock-based compensation expense at the grant date, based on the estimated fair value of the award based on assumptions as of the grant date. The expense is recognized on a straight-line basis over the requisite employee service period or performance period (generally the vesting period) for awards expected to vest. For those awards in which there is no requisite service period, the Company immediately recognizes the compensation expense. If the award is later modified, the Company may measure the award based on the estimated fair value at the modification date and recognize expense over the remaining requisite employee service period or performance period. The Company accounts for forfeitures of stock-based awards as they occur.

The Company has an amended and restated long-term incentive plan (the "Plan") under which the Company may grant future awards. On March 7, 2018, the Company’s Board of Directors (the “Board”) approved an amendment to the Plan that increased the number of shares of common stock available under the Plan from 2,975,000 to 3,775,000. Company stockholders approved the Plan amendment on May 8, 2018. Forfeited and expired options under the Plan become generally available for reissuance. At December 31, 2020, 647,903 shares remained available for grant under the Plan.

Stock Grants

Stock-based compensation expense related to vested stock grants are included in General and administrative expenses within the Consolidated Statements of (Loss) Income. The Company’s authorized vested stock grants to certain directors and related expense for the years ended December 31, 2020, 2019 and 2018, was as follows:

	Year Ended December 31,
(millions, except stock grants)	2020		2019		2018
Vested stock grants		25,066		14,076		12,736
Stock-based compensation expense	$	0.5	$	0.5	$	0.5

Restricted Stock Units

No restricted stock units were granted during the year ended December 31, 2020.

During the year ended December 31, 2019, the Company granted of 37,235 restricted stock units to certain executives that vest over three years from the grant date.

During the year ended December 31, 2018, the Company granted of 48,663 and 8,426 restricted stock units to certain executives that vest over three years and five years from the grant date, respectively.

Nonvested restricted stock units as of December 31, 2020, and changes during the year ended December 31, 2020 were as follows:

	Shares			Weighted Average Grant-Date Fair Value
Nonvested as of December 31, 2019		153,442		$	27.46
Granted		—			—
Vested		(102,166	)		24.56
Forfeited		—			—
Nonvested as of December 31, 2020		51,276		$	33.24

The Company's stock-based compensation expense related to the restricted stock units for the years ended December 31, 2020, 2019 and 2018, which is included in General and administrative expenses within the Consolidated Statements of (Loss) Income, was as follows:

	Year Ended December 31,
(millions)	2020		2019		2018
Stock-based compensation expense	$	1.1	$	1.1	$	0.9

Unrecognized stock-based compensation expense related to restricted stock units and the respective weighted average periods in which the expense will be recognized as of December 31, 2020 was as follows:

	Year Ended December 31,
(millions)	2020
Unrecognized stock-based compensation	$	0.6
Weighted average (years)	1.2 years

Performance Share Units (“PSU’s”)

In September 2014, the Board authorized a performance-based incentive program under the Plan (“Performance-based Incentive Program”), whereby the Company may issue PSU’s to certain individuals that represent shares potentially issuable in the future. The objective of the Performance-Based Incentive Program is to link compensation to business performance, encourage the ownership of the Company’s common stock, retain key employees and reward management’s performance. The Performance-Based Incentive Program provides participants with the opportunity to earn vested common stock if certain performance targets for pre-tax cash flow are achieved over the cumulative three-year period starting in the year of grant and the participants satisfy service-based vesting requirements. The stock-based compensation expense associated with nonvested PSU’s is recognized on a straight-line basis over the shorter of the vesting period or minimum service period and dependent upon the probable outcome of the number of shares that will ultimately be issued based on the achievement of pre-tax cash flow over the cumulative three-year period.  

The Company granted awards during the years ended December 31, 2020, 2019 and 2018 of 96,056, 125,232 and 100,715, respectively, under the Performance-Based Incentive Program. The performance target is based on the achievement of free cash flow before cash taxes and interest payments over the cumulative three-year period starting in the year of grant, subject to certain discretionary adjustments by the Board. The ultimate number of shares issued could change depending on the Company’s results over the performance period. The maximum amount of shares that could be issued for the awards granted in 2020 (“2020 PSU’s) and 2019 (“2019 PSU’s), are 181,504 and 227,478, respectively.

Due to the impact of COVID-19 on the Company’s operations, during the year ended December 31, 2020, the Compensation Committee of the Board modified the performance target for the awards granted in 2018 (“2018 PSU’s”), as well as evaluated qualitative performance factors for the Company during 2020, which resulted in achievement of 95% of the target for the 2018 PSU’s. The 2018 PSU’s vested as of December 31, 2020. The Company concluded this determination was a Type III modification and compensation expense was recorded based on the fair value of the awards at the date of modification. Had the Compensation Committee not made this determination, the Company would have recorded no compensation expense related to the 2018 PSU’s. The performance targets for the 2019 and 2020 PSU’s have not been amended. As such, during the year ended December 31, 2020, $1.4 million of compensation expense related to the

2019 PSU’s was reversed, since the Company no longer expected the required performance targets to be achieved. In addition, the Company has not recorded compensation expense related to the 2020 PSU’s.

Nonvested PSU’s as of December 31, 2020, and changes during the year ended December 31, 2020 was as follows:

	Shares			Weighted Average Grant-Date Fair Value
Nonvested as of December 31, 2019		212,096		$	35.01
Granted		96,056			37.89
Vested		(81,115	)		30.01
Forfeited		(23,173	)		36.27
Expired		(3,646	)		37.59
Nonvested as of December 31, 2020		200,218		$	35.27

The Company's stock-based compensation expense (net reduction of expense) related to PSU’s during the years ended December 31, 2020, 2019 and 2018, which is included in General and administrative expenses within the Consolidated Statements of (Loss) Income, was as follows:

	Year Ended December 31,
(millions)	2020			2019		2018
Stock-based compensation expense	$	(1.0	)	$	3.3	$	1.4

Since the Company no longer expects the required performance targets to be achieved for the 2019 and 2020 PSU’s, no future compensation expense is expected to be recognized; however, future compensation expense for the 2019 and 2020 PSU’s could reach a maximum of $14.1 million if certain performance targets are achieved.

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Leasehold Improvements, Equipment and Construction in Progress, net

12 Months Ended

Dec. 31, 2020

Property Plant And Equipment [Abstract]

Leasehold Improvements, Equipment and Construction in Progress, net

8. Leasehold Improvements, Equipment and Construction in Progress, net

Leasehold improvements, equipment, and construction in progress and related accumulated depreciation and amortization for the years ended December 31, 2020 and 2019, were as follows:

		December 31
(millions)	Estimated Useful Life	2020			2019
Equipment	1 - 10 Years	$	50.1		$	45.2
Software	2 - 5 Years		42.3			39.7
Vehicles	1 - 10 Years		37.3			30.0
Other	3 Years		0.8			0.6
	Shorter of lease term or economic life up to
Leasehold improvements	10 years		18.0			18.8
Construction in progress			6.8			6.3
			155.3			140.6
Accumulated depreciation and amortization			(102.0	)		(92.7	)
Leasehold improvements, equipment and construction in
progress, net		$	53.3		$	47.9

Asset additions are recorded at cost, which includes interest on significant projects. Depreciation is recorded on a straight-line basis over their estimated useful lives or the terms of the respective leases, whichever is shorter. Leasehold improvements, equipment and construction in progress are reviewed for impairment when conditions indicate an impairment. If the assets are determined to be impaired, they are either written down or the useful life is adjusted to the remaining period of estimated useful life.

The Company's depreciation and amortization expense related to leasehold improvements and equipment for the years ended December 31, 2020, 2019 and 2018, which was included in Depreciation and amortization expense within the Consolidated Statements of (Loss) Income, was as follows:

	Year Ended December 31,
(millions)	2020		2019		2018
Depreciation expense and amortization	$	15.3	$	12.8	$	9.6

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Cost of Contracts, net

12 Months Ended

Dec. 31, 2020

Revenue From Contract With Customer [Abstract]

Revenue

5. Revenue

The Company accounts for revenue in accordance with Topics 606 and 853. Topic 606 requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.

Contracts with customers and clients

The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Once a contract is identified, the Company evaluates whether the combined or single contract should be accounted for as more than one performance obligation. Substantially all of the Company's revenues come from the following two types of arrangements: Lease type and Management type contracts.

Lease type contracts

Under lease type arrangements, the Company pays the property owner a fixed base rent, percentage rent that is tied to the facility’s financial performance, or a combination of both. The Company operates the parking facility and is responsible for most operating expenses, but typically is not responsible for major maintenance, capital expenditures or real estate taxes. Performance obligations related to lease type contracts include parking for transient and monthly parkers. Revenue is recognized over time as the Company provides services. As noted in Note 1. Significant Accounting Policies and Practices and in accordance with Topic 853, certain expenses, primarily rental expense for the contractual arrangements that meet the definition of service concession arrangements, are recorded as a reduction of revenue for the year ended December 31, 2020, 2019, and 2018, respectively.

Management type contracts

Management type contract revenue consists of management fees, including both fixed and performance-based fees. In exchange for this consideration, the Company has a bundle of performance obligations that include services such as managing the facilities as well ancillary services such as accounting, equipment leasing, consulting, insurance and other value-added services. The Company believes that it can generally purchase required insurance for the facility and facility operations at lower rates than clients can obtain on their own because the Company is effectively self-insured for all liability, workers' compensation and health care claims by maintaining a large per-claim deductible. As a result, the Company generates operating income on the insurance provided under its management type contracts by focusing on risk management efforts and controlling losses. Management type contract revenues do not include gross customer collections at the managed facilities as these revenues belong to the property owners rather than to the Company. Management type contracts generally provide the Company with management fees regardless of the operating performance of the underlying facilities. Revenue is recognized over time as the Company provides services.

Service concession arrangements

Service concession agreements include both lease type and management type contracts. Revenue generated from service concession arrangements, is accounted for under the guidance of Topics 606 and 853. Certain expenses (primarily rental expense) related to service concession arrangements and depreciation and amortization, have been recorded as a reduction of Service revenue - lease type contracts.

Contract modifications and taxes

Contracts are often modified to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either changes the consideration due to the Company or creates new performance obligations or changes the existing scope of the contract and related performance obligations. Most contract modifications are for services that are not distinct from the existing contract due to the fact that the Company is providing a bundle of performance obligations that are highly inter-related in the context of the contract, and are therefore accounted for as if they were part of that existing contract. Typically, modifications are accounted for prospectively as part of the existing contract.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, which are collected by the Company from a customer, are excluded from revenue.

Reimbursed management type contract revenue and expense

The Company recognizes both revenues and expenses, in equal amounts, that are directly reimbursed from the property owner for operating expenses incurred under a management type contract. The Company has determined it is the principal in these transactions, as the nature of its performance obligations is for the Company to provide the services on behalf of the client. As the principal to these related transactions, the Company has control of the promised services before they are transferred to the client.

Disaggregation of revenue

The Company disaggregates its revenue from contracts with customers by type of arrangement for each of the reportable segments. The Company has concluded that such disaggregation of revenue best depicts the overall economic nature, timing and uncertainty of the Company's revenue and cash flows affected by the economic factors of the respective contractual arrangement. See Note 20. Segment Information for further information on disaggregation of the Company's revenue by segment.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer or client, and is the unit of account under Topic 606. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company’s contracts have a single performance obligation that is not separately identifiable from other promises in the contract and therefore not distinct, comprising the promise to provide a bundle of monthly performance obligations or parking services for transient or monthly parkers.

The contract price is generally deemed to be the transaction price. Some management type contracts include performance incentives that are based on variable performance measures. These incentives are constrained at contract inception and recognized once the customer has confirmed that the Company has met the contractually agreed upon performance measures as defined in the contract.

The Company’s performance obligations are primarily satisfied over time as the Company provides the related services. Typically, revenue is recognized over time on a straight-line basis as the Company satisfies the related performance obligation. There are certain management type contracts where revenue is recognized based on costs incurred to date plus a reasonable margin. The Company has concluded this is a faithful depiction of how control is transferred to the customer. Performance obligations satisfied at a point in time for the year ended December 31, 2020, 2019 and 2018, respectively, were not significant.

The time between completion of the performance obligation and collection of cash is typically not more than 30 - 60 days. In certain contractual arrangements, such as monthly parker contracts, cash is typically collected in advance of the Company commencing its performance obligations under the contractual arrangement.

As of December 31, 2020, the Company had $118.0 million related to performance obligations that were unsatisfied or partially unsatisfied for which the Company expects to recognize revenue. This amount excludes variable consideration primarily related to contracts where the Company and customer share the gross revenues or operating profit for the location and contracts where transaction prices include performance incentives that are constrained at contract inception. These performance incentives are based on measures that are ascertained exclusively by future performance and therefore cannot be estimated at contract inception by the Company. The Company applies the practical expedient that permits exclusion of information about the remaining performance obligations that have original expected durations of one year or less.

The Company expects to recognize the remaining performance obligations as revenue in future periods as follows:

	Remaining Performance
(millions)	Obligations
2021	$	51.3
2022		28.9
2023		19.5
2024		10.7
2025		4.4
2026 and thereafter		3.2
Total	$	118.0

Contract balances

The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets and contract liabilities. Accounts receivable represent amounts where the Company has an unconditional right to the consideration and therefore only the passage of time is required for the Company to receive consideration due from the customer. Both lease type and management type contracts have customers and clients where amounts are billed as work progresses or in advance in accordance with agreed-upon contractual terms. Billing may occur subsequent to or prior to revenue recognition, resulting in contract assets and liabilities. The Company, on occasion, receives advances or deposits from customers and clients, on both lease and management type contracts, before revenue is recognized, resulting in the recognition of contract liabilities.

Contract assets and liabilities are reported on a contract-by-contract basis and are included in Notes and accounts receivable, net and Accrued and other current liabilities, respectively, on the Consolidated Balance Sheets. See Note 1. Significant Accounting Policies and Practices for additional detail on the write-off of accounts receivable. There were no impairment charges recorded on contract assets and liabilities for the years ended December 31, 2020, 2019 and 2018. The following table provides information about accounts receivable, contract assets and contract liabilities with customers and clients as of December 31, 2020 and 2019:

(millions)	2020			2019
Accounts receivable	$	102.7		$	151.3
Contract asset		8.6			11.0
Contract liability		(12.5	)		(19.4	)

Changes in contract assets include recognition of additional consideration due from the customer are offset by reclassifications of contract asset balances to accounts receivable when the Company obtains an unconditional right to consideration, thereby establishing an accounts receivable. The following table provides information about changes to contract asset balances during the years ended December 31, 2020 and 2019:

(millions)	2020			2019
Balance, beginning of period	$	11.0		$	11.4
Additional contract assets		8.6			11.0
Reclassification to accounts receivable		(11.0	)		(11.4	)
Balance, end of period	$	8.6		$	11.0

Changes in contract liabilities primarily include additional contract liabilities and reductions of contract liabilities when revenue is recognized. The following table provides information about changes to contract liabilities balances during the years ended December 31, 2020 and 2019:

(millions)	2020			2019
Balance, beginning of period	$	(19.4	)	$	(19.1	)
Additional contract liabilities		(12.5	)		(19.4	)
Recognition of revenue from contract liabilities		19.4			19.1
Balance, end of period	$	(12.5	)	$	(19.4	)

Cost of contracts, net

Cost of contracts, net represents the cost of obtaining contractual rights associated with providing services for lease or management type contracts. Incremental costs incurred to obtain service contracts are amortized on a straight line basis over the estimated life of the contracts, including anticipated renewals and terminations. The amortization period is consistent with the timing of when the Company satisfies the related performance obligations. Estimated lives are based on the contract life.

See Note 9. Cost of Contracts, net for amortization expense related to cost of contracts. Amortization expense of cost of contracts related to service concession arrangements within the scope of Topic 853 and certain management type contracts are recorded as a reduction of revenue and were not significant for the years ended December 31, 2020, 2019 and 2018, respectively.

As of December 31, 2020 and 2019, cost of contracts net of accumulated amortization included on the Consolidated Balance Sheets within Other noncurrent assets was $4.8 million and $4.3 million, respectively. No impairment charges were recorded during the years ended December 31, 2020, 2019 and 2018, respectively.

9. Cost of Contracts, net

Cost of contracts, net, as of December 31, 2020 and 2019 was as follows:

	December 31,
(millions)	2020			2019
Cost of contracts	$	26.0		$	26.0
Accumulated amortization		(21.2	)		(21.7	)
Cost of contracts, net	$	4.8		$	4.3

The table below shows the Company's amortization expense related to costs of contracts for the years ended December 31, 2020, 2019 and 2018, which was primarily included in Depreciation and amortization within the Consolidated Statements of (Loss) Income.

	Year Ended December 31,
(millions)	2020		2019		2018
Amortization expense	$	1.6	$	1.9	$	3.0
Weighted average life (years)		7.8		10.0		9.4

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Other Intangible Assets, net

12 Months Ended

Dec. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Other Intangible Assets, net

10. Other Intangible Assets, net

The components of other intangible assets, net, for the years ended December 31, 2020 and 2019 were as follows:

			December 31,
			2020							2019
	Weighted		Acquired					Acquired		Acquired					Acquired
	Average		Intangible					Intangible		Intangible					Intangible
	Life		Assets,		Accumulated			Assets,		Assets,		Accumulated			Assets,
(millions)	(Years)		Gross		Amortization			Net		Gross		Amortization			Net
Covenant not to compete		2.1	$	2.9	$	(1.3	)	$	1.6	$	2.9	$	(0.3	)	$	2.6
Trade names and trademarks		2.9		0.9		(0.2	)		0.7		5.6		(1.2	)		4.4
Proprietary know how		3.7		3.8		(0.4	)	$	3.4		10.4		(2.0	)		8.4
Management contract rights		8.1		81.0		(42.6	)		38.4		81.0		(37.4	)		43.6
Customer relationships		12.9		21.5		(2.5	)	$	19.0		100.4		(7.2	)		93.2
Acquired intangible assets, net		9.1	$	110.1	$	(47.0	)	$	63.1	$	200.3	$	(48.1	)	$	152.2

The table below shows the amortization expense related to intangible assets for the years ended December 31, 2020, 2019 and 2018, which was included in Depreciation and amortization within the Consolidated Statements of (Loss) Income.

	Year Ended December 31,
(millions)	2020		2019		2018
Amortization expense	$	13.2	$	15.1	$	6.1

The expected future amortization of intangible assets as of December 31, 2020 was as follows:

(millions)	Intangible asset amortization
2021	$	8.7
2022		8.1
2023		8.0
2024		7.3
2025		6.6
2026 and thereafter		24.4
Total	$	63.1

As discussed in Note 1. Significant Accounting Policies and Practices, the Company determined impairment testing triggers had occurred for certain intangible assets. The fair value of these intangible assets were classified as Level 3 in the fair value hierarchy.

Due to the impact of COVID-19 on the Company's expected future operating cash flows, the Company analyzed undiscounted cash flows as of June 30, 2020 and determined the carrying value for a proprietary know how asset was higher than its projected undiscounted cash flows. As a result, the Company recorded $3.7 million of impairment charges within the Aviation segment during the year ended December 31, 2020 which was recognized in Impairment of goodwill and intangible assets in the Consolidated Statements of (Loss) Income.

Additionally, due to the termination of certain contracts within the Aviation segment during August 2020 and the impact of COVID-19 on the Company's expected future operating cash flows, the Company analyzed undiscounted cash flows as of August 31, 2020 and determined the carrying values for the customer relationships and trade names and trademarks were higher than their projected undiscounted cash flows. As a result, the Company recorded $72.1 million of impairment charges within the Aviation segment during the year ended December 31, 2020 which was recognized in Impairment of goodwill and intangible assets in the Consolidated Statements of (Loss) Income. See Note 12. Fair Value Measurement for further discussion.

No impairment charges were recorded during the years ended December 31, 2019 and 2018.

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Goodwill

12 Months Ended

Dec. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

11. Goodwill

The changes in the carrying amounts of goodwill for the years ended December 31, 2020 and 2019 were as follows:

(millions)	Commercial		Aviation			Total
Net book values as of January 1, 2019
Goodwill	$	376.8	$	208.7		$	585.5
Accumulated impairment losses		—		—			—
Total	$	376.8	$	208.7		$	585.5
Purchase price adjustments		—		0.3			0.3
Foreign currency translation		0.2		—			0.2
Net book value as of December 31, 2019
Goodwill	$	377.0	$	209.0		$	586.0
Accumulated impairment losses		—		—			—
Total	$	377.0	$	209.0		$	586.0
Impairment		—		(59.5	)		(59.5	)
Foreign Currency translation		0.1		—			0.1
Net book value as of December 31, 2020
Goodwill	$	377.1	$	209.0		$	586.1
Accumulated impairment losses		—		(59.5	)		(59.5	)
Total	$	377.1	$	149.5		$	526.6

In July 2020, the Company changed its internal reporting structure. All prior periods presented have been reclassified to reflect the new internal reporting structure. See Note 20. Segment Information for further discussion.

As discussed in Note 1. Significant Accounting Policies and Practices, due to the impacts of COVID-19, revenues for certain markets in which the Company operates have dropped significantly as compared to the expectations as of the October 1, 2019 annual impairment test. The Company does not know how long COVID-19 and its effects will continue to impact results of the Company. In addition, certain Aviation contracts were terminated in August 2020. The termination of these contracts and the ongoing impacts of COVID-19 on the Company’s expected future operating cash flows triggered the Company to complete a quantitative goodwill impairment analysis as of August 31, 2020 for the Aviation reporting unit. Accordingly, the Company determined the carrying value for the Aviation reporting unit was higher than its implied fair value. The implied fair value was determined based on cash flow projections that assume certain future revenue and cost levels, comparable marketplace data, assumed discount rates based upon current market conditions and other valuation factors. As a result, the Company recorded $59.5 million of impairment charges during the year ended December 31, 2020, which was recognized in Impairment of goodwill and intangible assets in the Consolidated Statements of (Loss) Income. The fair value of goodwill was classified as Level 3 in the fair value hierarchy. See Note 12 Fair Value Measurement for further discussion.

As of December 31, 2020 the Company performed a qualitative, rather than a quantitative, assessment to determine whether it is more likely than not that the fair value of a reporting unit was less than its carrying amount.  Generally, the more-likely-than-not-threshold is a greater than 50% likelihood that the fair value of a reporting unit is greater than the carrying value. In performing the qualitative analysis, the Company considered various factors, including the Company’s stock price as of December 31, 2020 and the reporting units’ actual results compared to projections used in the August 31, 2020 goodwill impairment analysis. Based on this qualitative analysis, the Company concluded there was no further impairment testing required. If the impacts from COVID-19 exceed the Company’s current expectations, additional impairment charges could be recorded in future periods.

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Fair Value Measurement

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurement

12. Fair Value Measurement

Fair Value Measurements-Recurring Basis

In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. Applicable accounting literature establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The fair value hierarchy is based on observable or unobservable inputs to valuation techniques that are used to measure fair value. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon its own market assumptions. Applicable accounting literature defines levels within the hierarchy based on the reliability of inputs as follows:

• Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.

• Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data.

• Level 3: Inputs that are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

Cash and cash equivalents are financial assets measured at fair value on a recurring basis. See Note 1. Significant Accounting Policies and Practices for further discussion. Interest rate collars are financial liabilities measured at fair value on a recurring basis. See Note 13. Borrowing Arrangements for further discussion.

Nonrecurring Fair Value Measurements

Certain assets are measured at fair value on a nonrecurring basis, generally as a result of acquisitions or the remeasurement of assets resulting in impairment charges. The purchase price of business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the excess recorded as goodwill. The Company utilizes Level 3 inputs in the determination of the initial fair value using certain assumptions. See Note 3. Acquisition for further discussion.

Non-financial assets, such as goodwill, intangible assets, and leasehold improvements, equipment and construction in progress are subsequently measured at fair value when there is an indicator of impairment and recorded at fair value when impairment is recognized. The Company assesses the impairment of intangible assets annually or whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. The fair value of the Company’s goodwill and intangible assets are not estimated if there is no change in events or circumstances that indicate the carrying amount of the goodwill and intangible assets may not be recoverable.

For those assets and asset groups for which impairment was recorded, the fair value as of the measurement date, net book value as of December 31, 2020 and related impairment charges during the year ended December 31, 2020 were as follows:

		As of Measurement Date				As of December 31, 2020
(millions)	Measurement Date	Impairment Charge		Fair Value Measurement (Level 3)		Net Book Value of Assets Assessed for Impairment
ROU assets	March 31, 2020	$	77.5	$	147.4
ROU assets	June 30, 2020		16.7		26.2
ROU assets	September 30, 2020		1.6		1.6
ROU assets	December 31, 2020		2.9		5.0
Total of ROU assets impaired			98.7		180.2		121.4
Goodwill - Aviation reporting unit	August 31, 2020		59.5		149.5		149.5
Proprietary know how	June 30, 2020		3.7		3.9
Customer relationships	August 31, 2020		69.2		4.6
Trade names and trademarks	August 31, 2020		2.9		0.5
Total Other intangible assets, net			75.8		9.0		8.3

There were no impairment charges during the years ended December 31, 2019 and 2018.

Financial Instruments Not Measured at Fair Value

The fair value of the Senior Credit Facility and other obligations approximates the carrying amount due to variable interest rates and would be classified as Level 2. See Note 13. Borrowing Arrangements for further information.

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Borrowing Arrangements

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Borrowing Arrangements

13. Borrowing Arrangements

Long-term borrowings, as of December 31, 2020 and 2019, were as follows:

		Amount Outstanding
		December 31,
(millions)	Maturity Date	2020			2019
Senior Credit Facility, net of original discount on borrowings (1)	November 30, 2023	$	332.3		$	347.5
Other borrowings	Various		31.5			23.1
Deferred financing costs			(1.7	)		(1.6	)
Total obligations under Senior Credit Facility and other borrowings			362.1			369.0
Less: Current portion of obligations under Senior Credit Facility and other borrowings			25.0			17.9
Total long-term obligations under Senior Credit Facility and other borrowings		$	337.1		$	351.1

(1) Includes discount on borrowings of $0.9 million and $1.2 million for the years ended December 31, 2020 and 2019, respectively.

At December 31, 2020, the future maturities of debt, including capitalized leases, were as follows:

(millions)
2021	$	26.3
2022		23.6
2023		305.7
2024		3.1
2025		1.4
Thereafter		4.6
Total	$	364.7

Senior Credit Facility

On February 16, 2021 (the “Fourth Amendment Effective Date”), the Company entered into a fourth amendment (the “Fourth Amendment”) to the Company’s credit agreement (as amended prior to the Fourth Amendment Effective Date (as defined below), the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as Administrative Agent, swing-line lender and a letter of credit issuer; Wells Fargo Bank, N.A., as syndication agent; BMO Harris Bank N.A.,

JPMorgan Chase Bank, N.A., KeyBank National Association and U.S. Bank National Association, as co-documentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners; and the lenders party thereto (the “Lenders”), pursuant to which the Lenders have made available to the Company a senior secured credit facility (the “Senior Credit Facility”). Prior to the Fourth Amendment Effective Date and pursuant to the third amendment (the “Third Amendment”) to our credit agreement, which was entered into on May 6, 2020, the Senior Credit Facility permitted aggregate borrowings of $595.0 million consisting of (i) a revolving credit facility of up to $370.0 million at any time outstanding, which includes a letter of credit facility that is limited to $100.0 million at any time outstanding, and (ii) a term loan facility of $225.0 million (the entire principal amount of which the Company drew on November 30, 2018). Pursuant to the Credit Agreement as amended by the Fourth Amendment (the “Amended Credit Agreement”), the aggregate commitments under the revolving credit facility decreased by $45.0 million to $325.0 million.

Borrowings under the Senior Credit Facility bear interest, at the Company’s option, at a rate per annum based on the Company’s consolidated total debt to EBITDA ratio for the 12-month period ending as of the last day of the immediately preceding fiscal quarter, determined in accordance with (i) the applicable pricing levels set forth in the Credit Agreement (the “Applicable Margin”) for London Interbank Offered Rate (“LIBOR”) loans, subject to a “floor” on LIBOR of 1.00%, or a comparable or successor rate to LIBOR approved by Bank of America, plus the applicable LIBOR rate, or (ii) the Applicable Margin for base rate loans plus the highest of (x) the federal funds rate plus 0.5%, (y) the Bank of America prime rate and (z) a daily rate equal to the applicable LIBOR rate plus 1.0%, except that the Third Amendment provided that, for the period from May 6, 2020 until the date on which the Company delivers a compliance certificate for the fiscal quarter ending June 30, 2021, (i) the interest rate applicable to both the term loan and revolving credit facilities was fixed at LIBOR plus 2.75% per annum and (ii) the per annum rate applicable to unused revolving credit facility commitments was fixed at 0.375% (the “Fixed Margin Rates”). Pursuant to the Fourth Amendment, the application of the Fixed Margin Rates was extended until the date on which the Company delivers a compliance certificate for the fiscal quarter ending June 30, 2022.

Also pursuant to the Fourth Amendment, (a) the Company is subject to a liquidity test that requires the Company to have liquidity of at least $40.0 million at each of March 31, 2021 and June 30, 2021, (b) the Company is subject to a requirement that, at any time cash on hand exceeds $40.0 million for a period of three consecutive business days, the Company must repay revolving loans in an amount equal to such excess. Certain other negative and financial covenants were amended, which included restrictions on certain Investments, Permitted Acquisitions, Restricted Payments and Prepayments of Subordinated Debt (each as defined in the Amended Credit Agreement and described in the Fourth Amendment), through the delivery of the compliance certificate for the fiscal quarters ending March 31, 2022 or June 30, 2022, as applicable.

Prior to the Fourth Amendment Effective Date, the Company was required to maintain a maximum consolidated total debt to EBITDA ratio of between 5.50:1.0 and 3.50:1.0 (with such ratio being waived for the fiscal quarter ended June 30, 2020 and with certain step-ups and step-downs described in, and as calculated in accordance with, the Credit Agreement that were amended under the Fourth Amendment). In addition, the Company was required to maintain a minimum consolidated fixed charge coverage ratio of not less than 3.50:1.0 (with certain step-ups and step-downs described in the Credit Agreement that were amended under the Fourth Amendment). Under the terms of the Fourth Amendment, the maximum consolidated debt to EBITDA ratio will be waived for the quarters ending March 31, 2021 and June 30, 2021. As of December 31, 2020, the maximum total debt to EBITDA ratio (as calculated in accordance with the Amended Credit Agreement) required the Company to maintain a maximum ratio of not greater than 4.75:1.0. Starting with the quarter ending September 30, 2021, the Company will be required to maintain a maximum consolidated total debt to EBITDA ratio (as calculated in accordance with the Fourth Amendment) of not greater than 5.25:1.0 (with certain step-downs described in the Amended Credit Agreement). As of December 31, 2020, the Company was required to maintain a minimum consolidated fixed coverage ratio of not less than 2.50:1.0 (as calculated in accordance with the Amended Credit Agreement). Beginning with the quarter ending March 31, 2021, the Company will be required to maintain a minimum consolidated fixed coverage ratio of not less than 1.60:1:0 (with certain step-ups and step-downs described in the Amended Credit Agreement). On March 31, 2021 and June 30, 2021 only, the Company must maintain $40.0 million of Minimum Liquidity (as described in the Amended Credit Agreement).

The Company incurred approximately $1.2 million for fees and other customary closing costs in connection with the Amended Credit Agreement.

Under the terms of the Amended Credit Agreement, term loans under the Senior Credit Facility are subject to scheduled quarterly payments of principal in installments equal to 1.25% of initial aggregate principal amount of such term loan through the first quarter of 2021 and will increase to 1.875% thereafter.

Events of default under the Credit Agreement include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, the occurrence of any cross default event, non-compliance with other loan documents, the occurrence of a change of control event, and bankruptcy and other insolvency events. If an event of default occurs and is continuing, the Administrative Agent can, with the consent of the required Lenders, among others (i) terminate the commitments under the Credit Agreement, (ii) accelerate and require the Company to repay all the outstanding amounts owed under the Credit Agreement, and (iii) require the Company to cash collateralize any outstanding letters of credit.

Each wholly owned domestic subsidiary of the Company (subject to certain exceptions set forth in the Credit Agreement) has guaranteed all existing and future indebtedness and liabilities of the other guarantors and the Company arising under the Credit Agreement. The Company’s obligations under the Credit Agreement and such domestic subsidiaries’ guaranty obligations are secured by substantially all of their respective assets. The Senior Credit Facility matures on November 30, 2023. The proceeds from the Senior Credit Facility may be used to finance working capital, capital expenditures and acquisitions, as well as for other general corporate purposes. The Amended Credit Agreement did not change the guarantors, collateral, maturity date or permitted uses of proceeds, except as otherwise described above. million for fees and other customary closing costs in connection with the Amended Credit Agreement.

The Company incurred approximately $1.7 million for fees and other customer closing costs in connection with the Third Amendment, which the Company entered into on May 6, 2020.

As of December 31, 2020, the Company was in compliance with its debt covenants under the Amended Credit Agreement.

At December 31, 2020, the Company had $49.0 million of letters of credit outstanding under the Senior Credit Facility and borrowings against the Senior Credit Facility aggregated to $333.2 million.

The weighted average interest rate on the Company's Senior Credit Facility and Former Restated Credit Facility was 3.6% and 3.4% for the years ended December 31, 2020 and 2019, respectively. The rate included all outstanding LIBOR contracts and letters of credit. The weighted average interest rate on outstanding borrowings, not including letters of credit, was 3.8% and 3.6% at December 31, 2020 and 2019, respectively.

In connection with and effective upon the execution and delivery of the Credit Agreement on November 30, 2018, the Company recognized losses on extinguishment of debt relating to debt discount and debt issuance costs on the former credit facility. These losses were not significant.

Interest Rate Collars

The Company seeks to minimize risks from interest rate fluctuations in the ordinary course of business through the use of interest rate collar contracts. Interest rate collars, which are considered derivative instruments, are used to manage interest rate risk associated with the Company’s floating rate debt. The Company accounts for its derivative instruments at fair value. Derivatives held by the Company are usually designated as hedges of specific exposures at inception, with an expectation that changes in the fair value will essentially offset the change in the underlying exposure. Discontinuance of hedge accounting is required whenever it is subsequently determined that an underlying transaction is not going to occur, with any gains or losses recognized in the Consolidated Statements of (Loss) Income on a straight-line basis over the life of the original designation period, with any subsequent changes in fair value recognized in earnings. In May 2019, the Company entered into three-year interest rate collar contracts with an aggregate notional amount of $222.3 million and maturity dates of April 2022. The interest rate collars were used to manage interest rate risk associated with variable interest rate borrowings under the Credit Agreement. The interest rate collars establish a range where the Company will pay the counterparties if the one-month LIBOR rate falls below the established floor rate, and the counterparties will pay the Company if the one-month LIBOR rate exceeds the established ceiling rate of 2.5%. The interest collars settle monthly through the termination date of April 2022. No payments or receipts are exchanged on the interest rate collar contracts unless interest rates rise above or fall below the pre-determined ceiling or floor rates. The notional amount amortized consistently with the term loan portion of the Senior Credit Facility under the Credit Agreement prior to the Third Amendment. The fair value of interest rate collars is a Level 2 fair value measurement, as the fair value was determined based on quoted prices of similar items in active markets. For the year ended December 31, 2020, a liability for Interest rate collars of $3.1 million was included in Other noncurrent liabilities in the Consolidated Balance Sheets and for the year ended December 31, 2019, a liability for Interest rate collars of $0.6 million was included in Accrued and other current liabilities in the Consolidated Balance Sheets. The interest rate collars were classified as cash flow hedges through May 5, 2020.

On May 6, 2020, concurrent with entering into the Third Amendment, the Company de-designated the three-year interest rate collars. Prior to de-designation, the effective portion of the change in the fair value of the interest rate collars was reported in Accumulated other comprehensive loss. Upon de-designation, the balance in Accumulated other comprehensive loss is being reclassified to Other income (expense) in the Consolidated Statements of (Loss) Income on a straight-line basis through April 2022, which is over the remaining life for which the interest rate collars had previously been designated as cash flow hedges. Changes in the fair value of the interest rate collars after de-designation are included within Other income (expense) in the Consolidated Statements of (Loss) Income. For the year ended December 31, 2020, $1.6 million of interest was paid for the interest rate collars.

See Note 18. Comprehensive (Loss) Income for the amount of (loss) gain recognized in Other Comprehensive (loss) income on the interest rate collars and the loss reclassified from Accumulated other comprehensive loss to the Consolidated Statements of (Loss) Income for the years ended December 31, 2020 and 2019.

Summarized information about the Company’s interest rate collars was as follows:

Interest Rate Collars
December 31, 2020
		Interest Rate Parameters
(millions)	Maturity Date	Notional Amount		LIBOR Ceiling			LIBOR Floor
Collar 1	April 2022	$	74.1		2.5	%		1.2	%
Collar 2	April 2022		74.1		2.5	%		1.3	%
Collar 3	April 2022		74.1		2.5	%		1.4	%
Total		$	222.3

Subordinated Convertible Debentures

The Company acquired Subordinated Convertible Debentures ("Convertible Debentures") as a result of the October 2, 2012 acquisition of Central Parking Corporation. The subordinated debenture holders have the right to redeem the Convertible Debentures for $19.18 per share before their stated maturity (April 1, 2028) or upon acceleration or earlier repayment of the Convertible Debentures. There were no redemptions of Convertible Debentures during the years ended December 31, 2020 and 2019, respectively. The approximate redemption value of the Convertible Debentures outstanding at each of December 31, 2020 and December 31, 2019 was $1.1 million.

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Stock Repurchase Program

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Stock Repurchase Program

14. Stock Repurchase Program

In May 2016, the Board authorized the Company to repurchase, on the open market, shares of the Company's outstanding common stock in an amount not to exceed $30.0 million. Under this program, the entire authorized amount was applied to repurchase 988,767 shares of common stock at an average price of $30.30 resulting in completion of the program in August 2019.

In July 2019, the Board authorized the Company to repurchase, on the open market, shares of the Company's outstanding common stock in an amount not to exceed $50.0 million in aggregate. Under this program, the Company repurchased 393,975 shares of common stock through December 31, 2020, at an average price of $38.78.

In March 2020, the Board authorized the Company to repurchase, on the open market, shares of the Company’s outstanding common stock in an amount not to exceed $50.0 million in aggregate. During the year ended December 31, 2020, no shares had been repurchased under this program.

As of December 31, 2020, $50.0 million and $9.4 million remained available for repurchase under the March 2020 and July 2019 stock repurchase programs, respectively. Under the programs, repurchases of the Company's common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades or by other means in accordance with Rules 10b-18, to the extent relied upon, and 10b5-1 under the Exchange Act at times and prices considered to be appropriate at the Company's discretion. The stock repurchase programs do not obligate the Company to repurchase any particular amount of common stock, have no fixed termination date, and may be suspended at any time at the Company's discretion. On March 10, 2020 and continuing through December 31, 2020, in order to improve the Company's liquidity during the COVID-19 pandemic, the Company suspended repurchases under the stock repurchase programs.

Share repurchase activity under the stock repurchase programs for the years ended December 31, 2020 and 2019 was as follows:

(millions, except for share and per share data)	December 31, 2020		December 31, 2019
Total number of shares repurchased		393,975		1,335,584
Average price paid per share	$	38.78	$	35.83
Total value of stock repurchased	$	15.3	$	47.9

The remaining authorized repurchase amounts in the aggregate under the July 2019 and March 2020 repurchase programs as of December 31, 2020 was as follows:

(millions)	December 31, 2020
Total authorized repurchase amount	$	100.00
Total value of shares repurchased		40.6
Total remaining authorized repurchase amount	$	59.4

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Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

15. Income Taxes

(Loss) earnings before income taxes during the years ended December 31, 2020, 2019 and 2018 was as follows:

	Year Ended December 31,
(millions)	2020			2019		2018
United States	$	(240.1	)	$	69.7	$	74.9
Foreign		(0.3	)		1.4		1.1
Total	$	(240.4	)	$	71.1	$	76.0

The components of income tax (benefit) expense during the years ended December 31, 2020, 2019 and 2018 were as follows:

	Year Ended December 31,
(millions)	2020			2019			2018
Current provision
U.S. federal	$	(15.3	)	$	9.6		$	9.9
Foreign		0.2			0.9			1.0
State		0.1			4.7			7.4
Total current		(15.0	)		15.2			18.3
Deferred provision
U.S. federal		(40.7	)		2.9			1.3
Foreign		—			(0.1	)		(0.3	)
State		(11.8	)		1.4			0.3
Total deferred		(52.5	)		4.2			1.3
Income tax (benefit) expense	$	(67.5	)	$	19.4		$	19.6

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for U.S. GAAP purposes and the amount used for income tax purposes.

Components of the Company's deferred tax assets and liabilities as of December 31, 2020 and 2019 were as follows:

	December 31,
(millions)	2020			2019
Deferred tax assets
Net operating loss carry forwards and tax credits	$	23.5		$	20.8
Lease liability		87.9			119.5
Accrued expenses		15.2			15.0
Accrued compensation		8.4			9.2
Depreciation		17.2			—
Other		3.4			1.4
Total gross deferred tax assets		155.6			165.9
Valuation allowances		(10.7	)		(8.3	)
Total deferred tax assets		144.9			157.6
Deferred tax liabilities
Prepaid expenses		(0.2	)		(0.1	)
Right of use asset		(62.8	)		(114.9	)
Undistributed foreign earnings		(0.2	)		—
Depreciation and amortization		—			(0.7	)
Goodwill amortization		(13.0	)		(26.2	)
Equity investments in unconsolidated entities		(4.9	)		(5.1	)
Total deferred tax liabilities		(81.1	)		(147.0	)
Net deferred tax asset	$	63.8		$	10.6

Changes affecting the valuation allowances on deferred tax assets during the years ended December 2020, 2019, and 2018 were as follows:

	December 31,
(millions)	2020		2019		2018
Beginning Balance	$	8.3	$	8.1	$	7.1
Current year expense		2.4		0.2		1.0
Ending Balance	$	10.7	$	8.3	$	8.1

The accounting guidance for accounting for income taxes requires that the Company assess the realizability of deferred tax assets at each reporting period. These assessments generally consider several factors including the reversal of existing temporary differences, projected future taxable income and potential tax planning strategies. The Company has valuation allowances of $10.7 million and $8.3 million as of December 31, 2020 and 2019, respectively, primarily related to our state Net Operating Loss carryforwards ("NOLs"), foreign tax credits and state tax credits that the Company believes are not likely to be realized based on its estimates of future state taxable income, limitations on the uses of its state NOLs and the carryforward life over which the state tax benefit is realized.

The Company recognized excess tax benefits of $0.1 million and $0.5 million during the years ended December 31, 2020 and 2019, respectively, and as a result of the required adoption of ASU 2016-09 – Improvements to Employee Share-based Payment Accounting, the Company's effective tax rate may have increased volatility.

The Company has $20.5 million of tax effected state NOLs as of December 31, 2020, which will expire in the years 2021 through 2040. As noted above, the utilization of NOLs of the Company are limited.

A reconciliation of the Company's reported income tax provision to the amount computed by multiplying earnings before income taxes by statutory United States federal income tax rate during the years ended December 31, 2020, 2019 and 2018 was as follows:

	Year Ended December 31,
(millions)	2020			2019			2018
Tax at statutory rate	$	(50.5	)	$	14.9		$	16.0
Permanent differences		0.7			0.8			0.2
State taxes, net of federal benefit		(13.9	)		4.5			6.3
Effect of foreign tax rates		0.4			0.6			0.6
Federal net operating loss carryback rate differential		(6.1	)		—			—
Effect of 2017 Tax Act		—			—			(1.5	)
Noncontrolling interest		—			(0.6	)		(0.7	)
Current year adjustment to deferred taxes		—			0.8			0.4
Recognition of tax credits		(0.5	)		(1.8	)		(2.7	)
		(69.9	)		19.2			18.6
Change in valuation allowance		2.4			0.2			1.0
Income tax (benefit) expense	$	(67.5	)	$	19.4		$	19.6
Effective tax rate		28.1	%		27.3	%		25.8	%

Due to the Coronavirus Aid, Relief, and Economic Security Act in 2020, the Company will be able to carry back its current year taxable loss to the 2015 and 2016 tax years, which had a higher corporate tax rate. As a result, the Company recorded an income tax refund receivable of $15.4 as of December 31, 2020, which is included in Prepaid and other current assets within the Consolidated Balance Sheets.

Taxes paid were $2.4 million, $15.3 million and $15.3 million in the years ended December 31, 2020, 2019 and 2018, respectively.

The Company finalized its accounting for the income tax effects of the 2017 Tax Act during the year ended December 31, 2018 and recorded a tax benefit of $1.5 million for the transition tax on the mandatory deemed repatriation of foreign earnings.

The 2017 Tax Act also included a provision designed to tax Global Intangible Low Taxed Income (“GILTI”). The Company has elected the period cost method to account for any tax liability subject to GILTI. The GILTI amount recognized during the years ended December 31, 2020 and 2019 was not significant.

As of December 31, 2020 the Company had not identified any uncertain tax positions that would have a material impact on the Company's financial position.

The Company would recognize potential interest and penalties related to uncertain tax positions, if any, in income tax expense. The tax years that remain subject to examination for the Company's major tax jurisdictions as of December 31, 2020 were as follows:

2017 - 2020	United States - federal income tax
2016 - 2020	United States - state and local income tax
2016 - 2020	Foreign - Canada and Puerto Rico

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Benefit Plans

12 Months Ended

Dec. 31, 2020

Compensation And Retirement Disclosure [Abstract]

Benefit Plans

16. Benefit Plans

Deferred Compensation Arrangements

The Company offers deferred compensation arrangements for certain key executives. Certain employees are offered supplemental pension arrangements, subject to their continued employment by the Company, in which the employees will receive a defined monthly benefit upon attaining age 65. At December 31, 2020 and 2019, the Company had $3.4 million and $3.6 million, respectively, recorded as Other noncurrent liabilities within the Consolidated Balance Sheets, representing the present value of the future benefit payments. Expenses related to these plans amounted to $0.2 million for both the years ended December 31, 2020 and 2019, and $0.4 for the year ended December 31, 2018.

The Company also has agreements with certain former key executives that provide for aggregate annual payments over periods ranging from 10 years to life, beginning when the executive retires or upon death or disability. Under certain conditions, the amount of deferred benefits can be reduced. Compensation cost was $0.3 million for both the years ended December 31, 2020 and 2019, and $0.2 million for the year ended December 31, 2020, 2018. As of December 31, 2020 and 2019, the Company had $2.2 million and $2.3 million, respectively, recorded as Other noncurrent liabilities within the Consolidated Balance Sheets, associated with these agreements.

Life insurance contracts with a face value of approximately $4.8 million and $5.4 million as of December 31, 2020 and 2019 have been purchased to fund, as necessary, the benefits under the Company's deferred compensation agreements. The cash surrender value of the life insurance contracts was approximately $3.4 million and $3.8 million as of December 31, 2020 and 2019, respectively, and classified as Other noncurrent assets, net, within the Consolidated Balance Sheets. The plan is a non-qualified plan and not subject to ERISA funding requirements.

Defined Contribution Plans

The Company sponsors savings and retirement plans whereby the participants may elect to contribute a portion of their compensation to the plans. The plan is a qualified defined contribution plan 401(k). The Company historically had contributed an amount in cash or other property as a Company match equal to 50% of the first 6% of contributions as they occur. As a result of COVID-19, during the second quarter of 2020, the Company suspended the Company match under the plan. The Company plans to reinstitute the Company match once the impacts of COVID-19 have subsided. Expenses related to the Company's 401(k) match amounted to $0.9 million, $2.0 million, and $2.1 million during the years ended December 31, 2020, 2019 and 2018, respectively.

The Company also offers a non-qualified deferred compensation plan to those employees whose participation in the 401(k) plan is limited by statute or regulation. This plan allows certain employees to defer a portion of their compensation, limited to a maximum of $0.1 million per year, to be paid to the participants upon separation of employment or distribution date selected by employee. To support the non-qualified deferred compensation plan, the Company has elected to purchase Company Owned Life Insurance ("COLI") policies on certain plan participants. The cash surrender value of the COLI policies is designed to provide a source for funding the non-qualified deferred compensation liability. As of December 31, 2020 and 2019, the cash surrender value of the COLI policies was $20.3 million and $17.3 million, respectively, and classified as Other noncurrent assets, net, within the Consolidated Balance Sheets. The liability for the non-qualified deferred compensation plan is included in Other noncurrent liabilities within the Consolidated Balance Sheets and was $20.3 million and $20.4 million as of December 31, 2020 and 2019, respectively. As a result of COVID-19, during the second quarter of 2020, the Company suspended participation in the non-qualified deferred compensation plan. The Company reinstituted the participation for employees in the non-qualified deferred compensation plan as of January 1, 2021.

Multi-Employer Defined Benefit and Contribution Plans

The Company contributes to a number of multiemployer defined benefit plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

• Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

• If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

• If the Company chooses to stop participating in one of its multiemployer plans, it may be required to pay the plan an amount based on the underfunded status of the plan, referred to as withdrawal liability.

The Company's contributions represented more than 5% of total contributions to the Teamsters Local Union No. 727 and Local 272 Labor Management Benefit Funds for the plan years ending February 28, 2020 and November 30, 2020, respectively. The Company does not represent more than five percent to any other fund. The Company's participation in these plans for the annual periods ended December 31, 2020, 2019 and 2018, is discussed in the table below. The "EIN/Pension Plan Number" column provides the Employee Identification Number ("EIN") and the three-digit plan number, if applicable. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The "FIP/RP Status Pending/Implementation" column indicates plans for which a Financial Improvement Plan ("FIP") or a Rehabilitation Plan ("RP") is either pending or has been implemented. Finally, the "Expiration Date of Collective Bargaining Agreement" column lists the expiration dates of the agreements to which the plans are subject.

Zone

Status

Pension Protection

as of the

Expiration

EIN/

Zone Status

Contributions (millions)

Most

Date of

Pension

FIP/FR

Recent

Collective

Plan

Pending

Surcharge

Annual

Bargaining

Pension

Number

2020

2019

2018

Implementation

2020

2019

2018

Imposed

Report

Agreement

Teamsters Local Union 727

36-61023973

Green

Green

Green

N/A

$

0.3

$

3.1

$

3.2

No

2020

10/31/2021

Local 272 Labor Management

13-5673836

Green

Green

Green

N/A

$

1.1

$

1.3

$

1.5

No

2020

3/5/2021

Net expenses for contributions not reimbursed by clients and related to multiemployer defined benefit and defined contribution benefit plans were $1.2 million, $2.0 million and $2.1 million for the years ended December 31, 2020, 2019 and 2018, respectively.

The Company currently does not have any intentions to cease participating in these multiemployer pension plans.

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Bradley Agreement

12 Months Ended

Dec. 31, 2020

Contractors [Abstract]

Bradley Agreement

17. Bradley Agreement

In February 2000, the Company, through a partnership agreement with a minority partner (the “Partnership”), entered into a 25-year agreement (the "Bradley Agreement") with the State of Connecticut (the “State”) that was due to expire on April 6, 2025, under which the Company would operate garage and surface parking spaces at Bradley International Airport (“Bradley”) located in the Hartford, Connecticut metropolitan area.

Under the terms of the Bradley Agreement, the parking garage was financed through the issuance of State of Connecticut special facility revenue bonds and provided that the Company deposited, with the trustee for the bondholders, all gross revenues collected from operations of the garage and surface parking. From those gross revenues, the trustee paid debt service on the special facility revenue bonds outstanding, operating and capital maintenance expenses of the garage and surface parking facilities, and specific annual guaranteed minimum payments to the State. All of the cash flows from the parking facilities were pledged to the security of the special facility revenue bonds and were collected and deposited with the bond trustee. Each month the bond trustee made certain required monthly distributions, which were characterized as “Guaranteed Payments.” To the extent the monthly gross receipts generated by the parking facilities were not sufficient for the bond trustee to make the required Guaranteed Payments, the Company was obligated to deliver the deficiency amount to the bond trustee, with such deficiency payments representing interest bearing advances to the bond trustee. 

On June 30, 2020, the Company and the State agreed to terminate the Bradley Agreement, with an effective date of May 31, 2020 (the “Termination Agreement”). The Company then entered into a management type contract with the Connecticut Airport Authority, effective June 1, 2020 (“Bradley Management Agreement”), under which the Company will provide the same parking services for Bradley.  

Under the terms of the Bradley Management Agreement, the Company is no longer required to make deficiency payments. In addition, other than the contingent consideration discussed below, the Company has no other ongoing obligations under the Bradley Agreement.

The total deficiency repayments (net of payments made), interest and premium received and recognized under the Bradley Agreement for the years ended December 31, 2020, 2019 and 2018 were as follows:

	Year Ended December 31
(millions)	2020		2019		2018
Deficiency repayments	$	0.1	$	3.8	$	3.9
Interest		0.1		1.0		0.9
Premium		—		0.4		0.3

Deficiency payments made under the Bradley Agreement were recorded as an increase in Cost of services - management type contracts and deficiency repayments, interest and premium received under the Bradley Agreement were recorded as reductions to Cost of services - management type contracts. The reimbursement of principal, interest and premium was recognized when received.

On June 30, 2020, concurrent with the termination of the Bradley Agreement and effective as of May 31, 2020, the Company entered into an agreement to purchase the minority partners’ share in the Partnership previously established to execute the Bradley Agreement for a total cash consideration of $1.7 million. The consideration was paid in cash during the year ended December 31, 2020. Under the terms of the Termination Agreement, the Company may be required to pay additional consideration (“contingent consideration”) to the minority partner, that is contingent on the performance of the operations of Bradley. The contingent consideration is not capped and if any, would be payable to the minority partner in April 2025. Based on a probability weighting of potential payouts, the criteria to accrue for such potential payments had not been met and the contingent consideration was estimated to have no fair value as of December 31, 2020. The Company will continue to evaluate the criteria for making these payments in the future and accrue for such potential payments if deemed necessary.

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Comprehensive (Loss) Income

12 Months Ended

Dec. 31, 2020

Comprehensive Income Net Of Tax [Abstract]

Comprehensive (Loss) Income

18. Comprehensive (Loss) Income

The components of accumulated other comprehensive (loss) income and income tax benefit allocated to each component for the years ended December 31, 2020, 2019, and 2018 were as follows:

	2020									2019									2018
(millions)	Before Tax Amount			Income Tax			Net of Tax Amount			Before Tax Amount			Income Tax			Net of Tax Amount			Before Tax Amount			Income Tax		Net of Tax Amount
Translation adjustments	$	0.1		$	—		$	0.1		$	0.1		$	—		$	0.1		$	(0.6	)	$	—	$	(0.6	)
Change in fair value of interest rate collars		(2.5	)		(0.7	)		(1.8	)		(0.6	)		(0.2	)		(0.4	)		—			—		—
Other Comprehensive (loss) income	$	(2.4	)	$	(0.7	)	$	(1.7	)	$	(0.5	)	$	(0.2	)	$	(0.3	)	$	(0.6	)	$	—	$	(0.6	)

The changes to accumulated other comprehensive loss by component for the years ended December 31, 2020, 2019, and 2018, were as follows:

							Total
	Foreign			Change in Fair			Accumulated
	Currency			Value			Other
	Translation			of Interest Rate			Comprehensive
(millions)	Adjustments			Collars			Loss
Balance as of January 1, 2018	$	(1.2	)	$	—		$	(1.2	)
Other comprehensive loss before reclassification		(0.6	)		—			(0.6	)
Cumulative effect of change in accounting principle (1)		(0.6	)		—			(0.6	)
Balance as of December 31, 2018		(2.4	)		—			(2.4	)
Other comprehensive (loss) income before reclassification		0.1			(0.4	)		(0.3	)
Balance as of December 31, 2019		(2.3	)		(0.4	)		(2.7	)
Other comprehensive (loss) income before reclassification		0.1			(2.9	)		(2.8	)
Amounts reclassified from accumulated other comprehensive loss		—			1.1			1.1
Balance as of December 31, 2020	$	(2.2	)	$	(2.2	)	$	(4.4	)

(1) Refer to Note 1, Significant Accounting Policies and Practices for additional information on the Company's adoption of ASU 2018-02.

Reclassifications from accumulated other comprehensive loss for the years ended December 31, 2020, 2019, and 2018 were as follows:

(millions)	2020		2019		2018		Classification in the Consolidated Statements of (Loss) Income
Interest Rate Collars:
Net realized loss	$	1.5	$	—	$	—	Other expenses
Reclassifications before tax		1.5		—		—
Income tax benefit		0.4		—		—
Reclassifications, net of tax	$	1.1	$	—	$	—

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Legal Proceedings

12 Months Ended

Dec. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Legal Proceedings

19. Legal Proceedings

The Company is subject to litigation in the normal course of its business. The outcomes of legal proceedings and claims brought against the Company and other loss contingencies are subject to significant uncertainty. The Company accrues a charge against income when its management determines that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, the Company accrues for the authoritative judgments or assertions made against the Company by government agencies at the time of their rendering regardless of its intent to appeal. In addition, the Company is from time-to-time party to litigation, administrative proceedings and union grievances that arise in the normal course of business, and occasionally pays amounts to resolve claims or alleged violations of regulatory requirements. There are no "normal course" matters that separately or in the aggregate, would, in the opinion of management, have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

In determining the appropriate accounting for loss contingencies, the Company considers the likelihood of loss or the incurrence of a liability, as well as the Company’s ability to reasonably estimate the amount of potential loss. The Company regularly evaluates current information available to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a potential loss or a range of potential loss involves significant estimation and judgment.  During the year ended December 31, 2020, the Company recorded $6.0 million in reserves related to legal matters.

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Domestic and Foreign Operations

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Domestic and Foreign Operations

20. Segment Information

Segment information is presented in accordance with a “management approach,” which designates the internal reporting used by the Company's Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as the source of the Company’s reportable segments. The Company’s segments are organized in a manner consistent with which discrete financial information is available and evaluated regularly by the CODM in deciding how to allocate resources and assess performance.

An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur expenses, and about which separate financial information is regularly evaluated by the CODM. The CODM is the Company’s chief executive officer.

Each of the operating segments are directly responsible for revenue and expenses related to their operations including direct segment administrative costs. Finance, information technology, human resources and legal are shared functions that are not allocated back to the two operating segments. The CODM assesses the performance of each operating segment using information about its revenue and gross profit as its primary measure of performance, but does not evaluate segments using discrete asset information. There are no inter-segment transactions and the Company does not allocate other income, interest expense, depreciation and amortization or income taxes to the operating segments. The accounting policies for segment reporting are the same as for the Company as a whole.

In July 2020, the Company changed its internal reporting segment information reported to the CODM. Certain hospitality locations previously reported under Aviation are now included in Commercial. All prior year amounts have been reclassified to conform to the Company’s current reporting structure.

• Commercial encompasses the Company's services in healthcare facilities, municipalities, including meter revenue collection and enforcement services, government facilities, hotels, commercial real estate, residential communities, retail, colleges and universities, as well as ancillary services such as shuttle and ground transportation services, valet services, taxi and livery dispatch services and event planning, including shuttle and transportation services.

• Aviation encompasses the Company's services in aviation (i.e., airports, airline and certain hospitality clients with baggage and parking services) as well as ancillary services, which includes shuttle and ground transportation services, valet services, baggage handling, baggage repair and replacement, remote air check-in services, wheelchair assist services and other services.

• "Other" consists of ancillary revenue that is not specifically identifiable to Commercial or Aviation and certain unallocated items, such as and including prior year insurance reserve adjustments and other corporate items.

Revenues and gross profit by operating segment for the years ended December 31, 2020, 2019 and 2018 were as follows:

	Year Ended December 31,
(millions)	2020			Gross Margin Percentage			2019		Gross Margin Percentage			2018 (1)		Gross Margin Percentage
Services revenue
Commercial
Lease type contracts	$	180.2					$	377.3				$	386.2
Management type contracts		212.1						264.6					249.4
Total Commercial		392.3						641.9					635.6
Aviation
Lease type contracts		8.6						30.7					27.0
Management type contracts		140.5						251.8					101.2
Total Aviation		149.1						282.5					128.2
Other
Lease type contracts		0.6						0.9					0.7
Management type contracts		7.0						9.6					10.9
Total Other		7.6						10.5					11.6
Reimbursed management type contract revenue		537.9						728.8					693.0
Total services revenue	$	1,086.9					$	1,663.7				$	1,468.4
Gross profit
Commercial
Lease type contracts		(10.4	)		(5.8	)%		29.5		7.8	%		25.8		6.7	%
Management type contracts		80.1			37.8	%		104.1		39.3	%		98.3		39.4	%
Lease impairment		(97.1	)	N/M				—	N/M				—	N/M
Total Commercial		(27.4	)					133.6					124.1
Aviation
Lease type contracts		0.7			8.1	%		8.2		26.7	%		7.3		27.0	%
Management type contracts		39.9			28.4	%		66.2		26.3	%		31.9		31.5	%
Total Aviation		40.6						74.4					39.2
Other
Lease type contracts		4.1		N/M				4.3	N/M				3.2	N/M
Management type contracts		13.1		N/M				15.8	N/M				17.5	N/M
Total Other		17.2						20.1					20.7
Total gross profit	$	30.4					$	228.1				$	184.0

(1) The consolidated results of operations for the year ended December 31, 2018 includes Bags operating results for the period of November 30, 2018 through December 31, 2018.

N/M - Not Meaningful

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Significant Accounting Policies and Practices (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and Variable Interest Entities ("VIEs") in which the Company is the primary beneficiary. All significant intercompany profits, transactions and balances have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current environment.

Foreign Currency Translation

Foreign Currency Translation

The functional currency of the Company's Canadian operations is the Canadian dollar. Accordingly, assets and liabilities of the Company's Canadian operations are translated from the Canadian dollar into U.S. dollars at the rates in effect on the balance sheet date while income and expenses are translated at the weighted-average exchange rates for the year. Adjustments resulting from the translations of Canadian dollar financial statements are accumulated and classified as a separate component of stockholders' equity.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash equivalents represent funds temporarily invested in money market instruments with maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements were $0.3 million and $0.5 million as of December 31, 2020 and 2019, respectively, and are included within Cash and cash equivalents within the Consolidated Balance Sheets.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

Accounts receivable, net of the allowance for doubtful accounts, represents the Company's estimate of the amount that ultimately will be realized in cash. Management reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, primarily using a review of specific accounts, as well as historical collection trends and aging of receivables, and makes adjustments to the allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing receivable balances or future allowance considerations. As of December 31, 2020 and 2019, the Company's allowance for doubtful accounts was $5.1 million and $1.9 million, respectively.

Transactions affecting the allowance for doubtful accounts receivable for the years ended December 31, 2020 and 2019 were as follows:

(millions)	December 31, 2020			December 31, 2019
Beginning Balance	$	1.9		$	1.0
Provision for credit losses		6.4			1.1
Write offs and other		(3.2	)		(0.2	)
Ending Balance	$	5.1		$	1.9

Leasehold Improvements, Equipment and Construction in Progress, net

Leasehold Improvements, Equipment and Construction in Progress, net

Leasehold improvements, equipment, software, vehicles, and other fixed assets are stated at cost less accumulated depreciation and amortization. Equipment is depreciated on the straight-line basis over the estimated useful lives ranging from 1 to 10 years. Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Leasehold improvements are amortized on the straight-line basis over the terms of the respective leases or the service lives of the improvements, whichever is shorter (weighted average remaining life of approximately 4.3 years).

Certain costs associated with directly obtaining, developing or upgrading internal-use software are capitalized and amortized over the estimated useful life of software.

Cost of Contracts

Cost of Contracts

Cost of contracts represents the cost of obtaining contractual rights associated with a managed type or lease-type contract. Cost of parking contracts are amortized over the estimated life of the contracts, including anticipated renewals and terminations. Estimated lives are based on the contract life or anticipated life of the contract. Effective January 1, 2019, cost of contracts associated with leases within the scope of ASU No. 2016-02 Leases (Topic 842) are included in the right-of-use (“ROU”) assets balance.

Goodwill

Goodwill

Goodwill represents the excess of purchase price paid over the fair value of net assets acquired. In accordance with the Financial Accounting Standards Board's ("FASB") authoritative accounting guidance on goodwill, the Company evaluates goodwill for impairment on an annual basis, or more often if events or circumstances change that could cause goodwill to become impaired. The Company has elected to assess the impairment of goodwill annually on October 1 or at an interim date if there is an event or change in circumstances indicating the carrying value may not be recoverable. The goodwill impairment test is performed at the reporting unit level; the Company's reporting units represent its operating segments, consisting of Commercial and Aviation. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the use of acquired assets or its business strategy, and significant negative industry or economic trends.

The Company may perform a qualitative, rather than quantitative, assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. As of January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2017-04, which eliminated the two step approach from the current goodwill impairment test and allows impairment to be calculated based on the quantitative assessment. The determination of fair value of a reporting unit utilizes cash flow projections that assume certain future revenue and cost levels, comparable marketplace data, assumed discount rates based upon current market conditions and other valuation factors, all of which involve the use of significant judgement and estimates. The Company also assesses critical areas that may impact its business including economic conditions, market related exposures, competition, changes in service offerings and changes in key personnel.

Beginning in March 2020, the COVID-19 pandemic (“COVID-19”) and the resulting stay at home orders issued by local governments were beginning to impact certain of the Company’s businesses. These factors have significantly impacted the hospitality and travel industries, as well as overall consumer discretionary spending.

Due to the impacts of COVID-19, revenues for certain markets in which the Company operates have dropped significantly as compared to the expectations as of the October 1, 2019 annual impairment test. The Company does not know how long the COVID-19 pandemic and its effects will continue to impact the results of the Company. In addition, certain Aviation contracts were terminated in August 2020. The termination of these contracts and the ongoing impacts of COVID-19 on the Company’s expected future operating cash flows triggered the Company to complete a quantitative goodwill impairment analysis for the Aviation reporting unit as of August 31, 2020. Based on the quantitative analysis, the Company determined that estimated carrying value exceeded implied fair value for the Aviation reporting unit and goodwill was impaired. See Note 11. Goodwill for further discussion.

Other Intangible Assets, net

Other Intangible Assets, net

Other intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The Company evaluates the remaining useful life of other intangible assets on a periodic basis to determine whether events or circumstances warrant a revision to their remaining useful lives. In addition, other intangible assets are reviewed for impairment when circumstances change that would indicate the carrying value may not be recoverable. Assumptions and estimates about future values and remaining useful lives of intangible are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, internal factors, such as changes in the Company’s business strategy and internal forecasts. Although management believes the historical assumptions and estimates are reasonable and appropriate, difference assumptions and estimates could materially impact reported financial results.

As a result of the impact of COVID-19 on the Company’s expected future operating cash flows, the Company determined certain impairment triggers had occurred related to a proprietary know how intangible assets within the Aviation segment as of June 30, 2020. Accordingly, the Company analyzed undiscounted cash flows for the proprietary know how intangible asset as of June 30, 2020. Based on the undiscounted cash flow analysis, the Company determined that the estimated net carrying value for the proprietary know how intangible asset exceeded its undiscounted future cash flows and therefore, as of June 30, 2020, the asset was impaired.

Additionally, as a result of the termination of certain contracts within the Aviation reporting unit during August 2020 and the ongoing impact of COVID-19 on the Company’s expected future operating cash flows, the Company determined certain impairment testing triggers had occurred related to the Company’s customer relationships and trade names and trademarks intangible assets. Accordingly, the Company analyzed undiscounted cash flows for certain intangible assets as of August 31, 2020. Based on the undiscounted cash flow analysis, the Company determined that estimated net carrying values exceeded undiscounted future cash flows for certain intangible assets and therefore, as of August 31, 2020, certain intangible assets were impaired.

The impairments recognized were measured by the amount by which the carrying value of the intangible assets exceed their fair value. See Note 10. Other Intangible Assets, net for further discussion.

For both goodwill and intangible assets, future events may indicate differences from management’s judgements and estimates which could, in turn, result in impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, increases in interest rates, which would impact discount rates, or other factors which could decreases revenues and profitability of existing locations and changes in the cost structure of existing facilities.

Long-Lived Assets

Long-Lived Assets

The Company evaluates long-lived assets, including ROU assets, leasehold improvements, equipment and construction in progress, for impairment whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Events or circumstances that would result in an impairment review include a significant change in the use of an asset, the planned sale or disposal of an asset, or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset group. If it is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds its fair value.

As a result of the impact of COVID-19 on the Company's expected future operating cash flows, the Company’s management determined impairment testing triggers had occurred for ROU assets associated with certain asset groups. Accordingly, the Company analyzed undiscounted cash flows for these ROU assets during the year ended December 31, 2020. Based on the undiscounted cash flow analysis, the Company determined that estimated net carrying values exceeded undiscounted cash flows for ROU assets associated with certain asset groups and therefore for the year ended December 31, 2020, certain ROU assets were impaired. The impairment recognized is measured by the amount by which the carrying value of the ROU asset exceeded its fair value. See Note 2. Leases for further discussion.

Assumptions and estimates used to determine cash flows in the evaluation of impairment and the fair values used to determine the impairment are subject to a degree of judgment and complexity. Any future changes to the assumptions and estimates resulting from changes in actual results or market conditions from those anticipated may affect the carrying value of long-lived assets and could result in additional impairment charges. Future events that may result in impairment charges include extended unfavorable economic impacts of COVID-19, or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities.

Accrued and Other Current Liabilities

Accrued and other current liabilities

Components of accrued and other current liabilities for the years ended December 31, 2020 and 2019 were as follows:

(millions)	December 31, 2020		December 31, 2019
Accrued rent	$	17.3	$	18.1
Compensation and payroll withholdings		32.0		28.7
Property, payroll and other taxes		4.8		6.8
Accrued insurance		20.1		19.2
Accrued expenses		38.5		48.6
Accrued and other current liabilities	$	112.7	$	121.4

Financial Instruments

Financial Instruments

The carrying values of cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Book overdrafts of $23.2 million and $29.3 million are included within Accounts payable within the Consolidated Balance Sheets as of December 31, 2020, and 2019, respectively. Long-term debt has a carrying value that approximates fair value because the instruments bear interest at variable market rates.

Insurance Reserves

Insurance Reserves

The Company purchases comprehensive casualty insurance covering certain claims that arise in connection with its operations. In addition, the Company purchases umbrella/excess liability coverage. Under the various liability and workers' compensation insurance policies, the Company is obligated to pay directly or reimburse the insurance carrier for the deductible / retention amount of each loss covered by its general / garage liability, automobile, workers' compensation and garage keepers legal liability policies. As a result, the Company is, in effect, self-insured for all claims within the deductible / retention amount of each loss. Any loss over the deductible / retention is the responsibility of the third-party insurer. The Company applies the provisions as defined in the guidance related to accounting for contingencies, in determining the timing and amount of expense recognition associated with claims against the Company. The expense recognition is based upon the Company's determination of an unfavorable outcome of a claim being deemed as probable and capable of being reasonably estimated, as defined in the guidance related to accounting for contingencies. This determination requires the use of judgment in both the estimation of probability and the amount to be recognized as an expense. The Company utilizes historical claims experience and exposures specific to each type of insurance, along with actuarial methods performed quarterly by a third party actuarial adviser in determining the required level of insurance reserves. As of December 31, 2020, the insurance reserve for general, garage, automobile and workers’ compensation liabilities is recorded in Accrued and other current liabilities and Other noncurrent liabilities in the Consolidated Balance Sheets for short term and long term balances, respectively. Future information regarding historical loss experience may require changes to the level of insurance reserves and could result in increased expense recognition in the future.

Legal and Other Commitments and Contingencies

Legal and Other Commitments and Contingencies

The Company is subject to litigation in the normal course of its business. The Company applies the provisions as defined in the guidance related to accounting for contingencies in determining the recognition and measurement of expense recognition associated with legal claims against the Company. Management uses guidance from internal and external legal counsel on the potential outcome of litigation in determining the need to record liabilities for potential losses and the disclosure for pending legal claims. See Note 19. Legal Proceedings for further discussion.

Revenue From Contract With Customer

Services Revenue

The Company's revenues are primarily derived from management type and lease type contracts; whereby the Company provides parking services, parking management, ground transportation services, baggage handling services and other ancillary services to commercial, hospitality, institutional, municipal and aviation clients. Ancillary services include on-site parking management, facility maintenance, ground transportation services, event logistics, remote airline check-in, security services, municipal meter revenue collection and enforcement services, scheduling and supervising all service personnel as well as providing customer service, marketing, and accounting and revenue control functions necessary to complete such services, payments received for exercising termination rights, consulting development fees, gains on sales of contracts, insurance (general, workers' compensation and health care) and other value-added services. In accordance with the guidance related to revenue recognition, entities are required to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company recognizes gross receipts (net of taxes collected from customers) as revenue from leased type contracts, and management fees for services, as the related services are provided. Ancillary services are earned from management contract properties and are recognized as revenue as those services are provided.

Reimbursed Management Type Contract Revenue and Expense

The Company recognizes both revenues and expenses, in equal amounts, that are directly reimbursed for operating expenses incurred under a management type contract. The Company has determined it is the principal in these transactions as the nature of our performance obligations is for the Company to provide the services on behalf of the customer. As the principal to these related transactions, the Company has control of the promised services before they are transferred to the customer.

Cost of Services

The Company recognizes costs for lease type contracts, non-reimbursed costs from management type contracts and reimbursed management type contract expenses as cost of services. Cost of services consists primarily of rent and payroll related costs.

Stock-Based Compensation

Stock-Based Compensation

Stock-based payments to employees including grants of employee stock options, restricted stock units and performance-based share units are measured at the grant date, based on the estimated fair value of the award, and the related expense is recognized over the requisite employee service period or performance period (generally the vesting period) for awards expected to vest. The Company accounts for forfeitures of stock-based awards as they occur.

Equity Investments in Unconsolidated Entities

Equity Investment in Unconsolidated Entities

The Company has ownership interests in 29 active partnerships, joint ventures or similar arrangements that operate parking facilities, of which 24 are consolidated under the VIE or voting interest models and 5 are unconsolidated where the Company’s ownership interests range from 30-50 percent and for which there are no indicators of control. The Company accounts for such investments under the equity method of accounting, and its underlying share of each investee’s equity is included in Equity investments in unconsolidated entities within the Consolidated Balance Sheets. As the operations of these entities are consistent with the Company’s underlying core business operations, the equity in earnings of these investments are included in Services revenue - lease type contracts within the Consolidated Statements of (Loss) Income. The equity earnings in these related investments were $1.3 million, $3.2 million, and $2.7 million for the year ended December 31, 2020, 2019 and 2018, respectively.

In 2014, the Company entered into an agreement to establish a joint venture with Parkmobile USA, Inc. and contributed all of the assets and liabilities of its proprietary Click and Park parking prepayment business in exchange for a 30% interest in the newly formed legal entity called Parkmobile, LLC (“Parkmobile”). On January 3, 2018, the Company sold its entire 30% interest in Parkmobile to Parkmobile USA, Inc. for a gross sale price of $19.0 million and recognized a pre-tax gain of $10.1 million, net of closing costs. The pre-tax gain was included in Equity in (earnings) losses from investment in unconsolidated entity within the Consolidated Statements of (Loss) Income for the year ended December 31, 2018. The Company historically accounted for its investment in the Parkmobile joint venture using the equity method of accounting, and its underlying share of equity in Parkmobile was included in Equity investments in unconsolidated entities within the Consolidated Balance Sheets. The equity (earnings) losses in the Parkmobile joint venture were historically included in Equity in (earnings) losses from investment in unconsolidated entity within the Consolidated Statements of (Loss) Income.

Noncontrolling Interests

Noncontrolling Interests

Noncontrolling interests represent the noncontrolling holders' percentage share of income or losses from the subsidiaries in which the Company holds a majority, but less than 100 percent, ownership interest and the results of which are consolidated and included within in our Consolidated Financial Statements.

Income Taxes

Income Taxes

Income tax expense involves management judgment as to the ultimate resolution of any tax issues. Historically, the Company’s assessments of the ultimate resolution of tax issues have been reasonably accurate. The current open issues are not dissimilar from historical items.

Deferred income taxes are computed using the asset and liability method, such that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between US GAAP amounts and the tax basis of existing assets and liabilities based on currently enacted tax laws and tax rates in effect for the periods in which these temporary differences are expected to reverse or be settled. Income tax expense is the tax payable for the period plus the change during the period in deferred income taxes. The Company has certain state net operating loss carry forwards which expire in 2036. The Company considers a number of factors in its assessment of the recoverability of its net operating loss carryforwards including their expiration dates, the limitations imposed due to the change in ownership as well as future projections of income. Future changes in the Company's operating performance along with these considerations may significantly impact the amount of net operating losses ultimately recovered, and the Company’s assessment of their recoverability.

When evaluating the Company’s tax positions, the Company accounts for uncertainty in income taxes in its Consolidated Financial Statements. The evaluation of a tax position by the Company is a two-step process, the first step being recognition. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon tax examination, including resolution of any related appeals or litigation processes, based on only the technical merits of the position and the weight of available evidence. If a tax position does not meet the more-likely-than-not threshold, which is more than 50% likely of being realized, the benefit of that position is not recognized in the Company’s financial statements. The second step is measurement of the tax benefit. The tax position is measured as the largest amount of benefit that is more-likely-than-not of being realized, which is more than 50% likely of being realized upon ultimate resolution with a taxing authority.

On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was signed into law. The 2017 Tax Act included significant changes to the corporate income tax system in the United States, including a federal corporate rate reduction from 35% to 21% and the transition of United States international taxation from a worldwide tax system to a territorial tax system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act of 2017 (SAB 118), as issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete accounting for certain income tax effects of the 2017 Tax Act. The Company completed its analysis of the income tax effects of the 2017 Tax Act in the fourth quarter of 2018 in accordance with SAB 118.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASU	Topic	Method of Adoption
2016-13	Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 326)	Prospective
2017-04	Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment	Prospective
2018-13	Fair Value Measurement (Topic 820)	Prospective
2018-15	Intangibles – Goodwill and Other – Internal - Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	Prospective
20018-17	Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable Interest Entities	Prospective
2018-18	Collaborative Arrangements (Topic 808)	Prospective
2018-19	Codification Improvements to Topic 326, Financial Instruments - Credit Losses	Prospective
2019-04	Codification Improvements to Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Financial Instruments (Topic 825)	Prospective
2019-08	Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Codification Improvements - Share-Based Consideration Payable to a Customer	Prospective
2020-02	Financial Instruments-Credit Losses (Topic 326) And Leases (Topic 842)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 And Update to SEC Section On Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842)	Prospective
2019-12	Simplifying the Accounting for Income Taxes (Topic 740)	Prospective, early adopted

Accounting Pronouncements to be Adopted

Effects of Reference Rate Reform on Financial Reporting

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedient and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (IBORs) and, particularly, risks associated with the phase out of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The ASU can be adopted no later than December 1, 2022 with early adoption permitted. The Company is currently assessing the impact of adopting the standard on the Company's financial position, results of operations, cash flows and financial statement disclosures.

Investments - equity securities; Investments-Equity Method and Joint Ventures; Derivatives and Hedging

In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in this ASU clarify the interaction between the accounting for investments in equity securities, investment in equity method and certain derivatives instruments. The ASU is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. This ASU is effective for fiscal years beginning after December 15, 2021. The Company is currently assessing the impact of adopting the standard on the Company's financial position, results of operations, cash flows and financial statement disclosures.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements. This ASU addresses, a variety of topics in the Accounting Standards Codification in order to improve consistency and clarify the guidance. The FASB provided transition guidance for all of the amendments. The ASU is effective for fiscal years beginning after December 15, 2020. The Company is currently assessing the impact of adopting the standard on the Company’s financial position, results of operations, cash flows and financial statement disclosures.

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Significant Accounting Policies and Practices (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of Transactions Affecting Allowance for Doubtful Accounts Receivable

Transactions affecting the allowance for doubtful accounts receivable for the years ended December 31, 2020 and 2019 were as follows:

(millions)	December 31, 2020			December 31, 2019
Beginning Balance	$	1.9		$	1.0
Provision for credit losses		6.4			1.1
Write offs and other		(3.2	)		(0.2	)
Ending Balance	$	5.1		$	1.9

Components of Accrued and Other Current Liabilities

Components of accrued and other current liabilities for the years ended December 31, 2020 and 2019 were as follows:

(millions)	December 31, 2020		December 31, 2019
Accrued rent	$	17.3	$	18.1
Compensation and payroll withholdings		32.0		28.7
Property, payroll and other taxes		4.8		6.8
Accrued insurance		20.1		19.2
Accrued expenses		38.5		48.6
Accrued and other current liabilities	$	112.7	$	121.4

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

Recently Adopted Accounting Pronouncements

ASU	Topic	Method of Adoption
2016-13	Credit Losses - Measurement of Credit Losses on Financial Instruments (Topic 326)	Prospective
2017-04	Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment	Prospective
2018-13	Fair Value Measurement (Topic 820)	Prospective
2018-15	Intangibles – Goodwill and Other – Internal - Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	Prospective
20018-17	Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable Interest Entities	Prospective
2018-18	Collaborative Arrangements (Topic 808)	Prospective
2018-19	Codification Improvements to Topic 326, Financial Instruments - Credit Losses	Prospective
2019-04	Codification Improvements to Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Financial Instruments (Topic 825)	Prospective
2019-08	Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Codification Improvements - Share-Based Consideration Payable to a Customer	Prospective
2020-02	Financial Instruments-Credit Losses (Topic 326) And Leases (Topic 842)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 And Update to SEC Section On Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842)	Prospective
2019-12	Simplifying the Accounting for Income Taxes (Topic 740)	Prospective, early adopted

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Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Schedule of Components of ROU Assets and Lease Liabilities

The components of ROU assets and lease liabilities and classification on the Consolidated Balance Sheet as of December 31, 2020 and 2019 were as follows:

(millions)	Classification	2020		2019
Assets
Operating	Right-of-use assets	$	235.1	$	431.7
Finance	Leasehold improvements, equipment and construction in progress, net		28.8		18.6
Total leased assets		$	263.9	$	450.3
Liabilities
Current
Operating	Short-term lease liabilities	$	82.1	$	115.2
Finance	Current portion of long-term obligations under Senior Credit Facility and other long-term borrowings		7.8		3.1
Noncurrent
Operating	Long-term lease liabilities		243.4		327.7
Finance	Long-term borrowings, excluding current portion		20.5		15.6
Total lease liabilities		$	353.8	$	461.6

Schedule of Components of Lease Cost

The components of lease cost and classification on the Consolidated Statement of Income for the year ended December 31, 2020 and 2019 were as follows:

(millions)	Classification	2020		2019
Operating lease (a)(b)	Cost of services - lease type contracts	$	81.1	$	150.9
Short-term lease (a)	Cost of services - lease type contracts		22.6		33.1
Variable lease	Cost of services - lease type contracts		20.1		58.1
Operating lease cost			123.8		242.1
Finance lease cost
Amortization of leased assets	Depreciation and amortization		4.2		2.3
Interest on lease liabilities	Interest expense		1.1		0.9
Lease Impairment	Lease impairment		97.1		—
Lease Impairment	General and administrative expenses		1.6		—
Net lease cost		$	227.8	$	245.3

(a) Operating lease cost included in General and administrative expenses are related to leases for office space amounting to $5.7 million and $6.0 million for the years ended December 31, 2020 and 2019, respectively.

(b) Includes rent concessions amounting to $26.0 million for the year ended December 31, 2020. No rent concessions were recognized for the year ended December 31, 2019.

Schedule of Maturities of Lease Liabilities

Maturities, lease term, and discount rate information of lease liabilities as of December 31, 2020 were as follows:

	Operating			Finance
(millions)	Leases			Leases			Total
2021	$	94.7		$	8.8		$	103.5
2022		80.0			7.5			87.5
2023		59.1			5.3			64.4
2024		41.8			3.4			45.2
2025		29.5			1.7			31.2
After 2025		69.3			5.0			74.3
Total lease payments		374.4			31.7			406.1
Less: Imputed interest		48.9			3.4			52.3
Present value of lease liabilities	$	325.5		$	28.3		$	353.8
Weighted-average remaining lease term (years)		5.6			5.1
Weighted-average discount rate		5.0	%		4.2	%

Schedule of Supplemental Cash Flow Information Related to Leases

Supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019 were as follows:

(millions)	2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows related to operating leases	$	120.3	$	179.0
Operating cash outflows related to interest on finance leases		1.1		0.9
Financing cash outflows related to finance leases		5.2		2.3
Leased assets obtained in exchange for new operating liabilities		38.2		68.6
Leased assets obtained in exchange for new finance lease liabilities		16.5		6.8

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Acquisition (Tables)

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Schedule of Fair Value of Assets Acquired and Liabilities Assumed

The fair values of assets acquired and liabilities assumed were as follows:

				Measurement
				Period
(millions)	Initial			Adjustments			Final
Cash and cash equivalents	$	5.9					$	5.9
Notes and accounts receivable		13.2						13.2
Prepaid expenses and other current assets		2.0						2.0
Other noncurrent assets		0.2						0.2
Leasehold improvements, equipment and construction in progress		1.5						1.5
Other intangible assets, net		118.0						118.0
Goodwill		154.1			0.3			154.4
Accounts payable		(6.5	)					(6.5	)
Accrued and other current liabilities		(4.1	)		(0.3	)		(4.4	)
Other long-term liabilities		(0.7	)					(0.7	)
Net assets acquired and liabilities assumed	$	283.6		$	—		$	283.6

Schedule of Acquired Other Intangible Assets

Acquired other Intangibles assets were as follows:

(millions)	Estimated Life	Fair Value
Trade name	5.0 Years	$	5.6
Customer relationships	12.4 - 15.8 Years		100.4
Existing technology	5.0 - 6.0 Years		10.4
Non-compete agreement	5.0 Years		1.6
Estimated fair value of identified intangibles		$	118.0

Schedule of Pro Forma Information

Additionally, the unaudited pro forma financial information does not reflect the costs that the company has incurred or may incur to integrate Bags.

(millions)	2018
Total services revenue	$	1,617.7
Net income attributable to SP Plus Corporation		55.1

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Acquisition, Restructuring and Integration Costs (Tables)

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Schedule of Acquisition, Restructuring and Integration Related Costs

The acquisition, restructuring, and integration related costs for the years ended December 31, 2020, 2019 and 2018 were as follows:

	Year Ended December 31,
(millions)	2020		2019		2018
Cost of services - lease type contracts	$	0.4	$	—	$	—
Cost of services - management type contracts		0.7		—		—
General and administrative expenses		6.5		1.3		8.1

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Revenue (Tables)

12 Months Ended

Dec. 31, 2020

Revenue From Contract With Customer [Abstract]

Schedule of Remaining Performance Obligations

The Company expects to recognize the remaining performance obligations as revenue in future periods as follows:

	Remaining Performance
(millions)	Obligations
2021	$	51.3
2022		28.9
2023		19.5
2024		10.7
2025		4.4
2026 and thereafter		3.2
Total	$	118.0

Schedule of Contract with Customer, Asset and Liabilities

The following table provides information about accounts receivable, contract assets and contract liabilities with customers and clients as of December 31, 2020 and 2019:

(millions)	2020			2019
Accounts receivable	$	102.7		$	151.3
Contract asset		8.6			11.0
Contract liability		(12.5	)		(19.4	)

The following table provides information about changes to contract asset balances during the years ended December 31, 2020 and 2019:

(millions)	2020			2019
Balance, beginning of period	$	11.0		$	11.4
Additional contract assets		8.6			11.0
Reclassification to accounts receivable		(11.0	)		(11.4	)
Balance, end of period	$	8.6		$	11.0

The following table provides information about changes to contract liabilities balances during the years ended December 31, 2020 and 2019:

(millions)	2020			2019
Balance, beginning of period	$	(19.4	)	$	(19.1	)
Additional contract liabilities		(12.5	)		(19.4	)
Recognition of revenue from contract liabilities		19.4			19.1
Balance, end of period	$	(12.5	)	$	(19.4	)

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Net (Loss) Income per Common Share (Tables)

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net (Loss) Income per Common Share and Reconciliation of Weighted Average Shares

Basic and diluted net (loss) income per common share and a reconciliation the weighted average basic common shares outstanding to the weighted average diluted common shares outstanding was as follows:

	Year Ended December 31,
(millions, except share and per share data)	2020			2019		2018
Net (loss) income attributable to SP Plus Corporation	$	(172.8	)	$	48.8	$	53.2
Basic weighted average common shares outstanding		21,056,061			22,080,025		22,394,542
Dilutive impact of share-based awards		—			128,007		212,681
Diluted weighted average common shares outstanding		21,056,061			22,208,032		22,607,223
Net (loss) income per common share
Basic	$	(8.21	)	$	2.21	$	2.38
Diluted	$	(8.21	)	$	2.20	$	2.35

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share-Based Compensation Arrangements, Vested Stock Grants

Stock-based compensation expense related to vested stock grants are included in General and administrative expenses within the Consolidated Statements of (Loss) Income. The Company’s authorized vested stock grants to certain directors and related expense for the years ended December 31, 2020, 2019 and 2018, was as follows:

	Year Ended December 31,
(millions, except stock grants)	2020		2019		2018
Vested stock grants		25,066		14,076		12,736
Stock-based compensation expense	$	0.5	$	0.5	$	0.5

Summary of Nonvested Restricted Stock Units and Changes During the Period

Nonvested restricted stock units as of December 31, 2020, and changes during the year ended December 31, 2020 were as follows:

	Shares			Weighted Average Grant-Date Fair Value
Nonvested as of December 31, 2019		153,442		$	27.46
Granted		—			—
Vested		(102,166	)		24.56
Forfeited		—			—
Nonvested as of December 31, 2020		51,276		$	33.24

Summary of Compensation Expense Related to Restricted Stock Units

The Company's stock-based compensation expense related to the restricted stock units for the years ended December 31, 2020, 2019 and 2018, which is included in General and administrative expenses within the Consolidated Statements of (Loss) Income, was as follows:

	Year Ended December 31,
(millions)	2020		2019		2018
Stock-based compensation expense	$	1.1	$	1.1	$	0.9

The Company's stock-based compensation expense (net reduction of expense) related to PSU’s during the years ended December 31, 2020, 2019 and 2018, which is included in General and administrative expenses within the Consolidated Statements of (Loss) Income, was as follows:

	Year Ended December 31,
(millions)	2020			2019		2018
Stock-based compensation expense	$	(1.0	)	$	3.3	$	1.4

Summary of Unrecognized Compensation Expense Related to Share Based Payment

Unrecognized stock-based compensation expense related to restricted stock units and the respective weighted average periods in which the expense will be recognized as of December 31, 2020 was as follows:

	Year Ended December 31,
(millions)	2020
Unrecognized stock-based compensation	$	0.6
Weighted average (years)	1.2 years

Summary of Nonvested PSU's and Changes During the Period

Nonvested PSU’s as of December 31, 2020, and changes during the year ended December 31, 2020 was as follows:

	Shares			Weighted Average Grant-Date Fair Value
Nonvested as of December 31, 2019		212,096		$	35.01
Granted		96,056			37.89
Vested		(81,115	)		30.01
Forfeited		(23,173	)		36.27
Expired		(3,646	)		37.59
Nonvested as of December 31, 2020		200,218		$	35.27

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Leasehold Improvements, Equipment and Construction in Progress, net (Tables)

12 Months Ended

Dec. 31, 2020

Property Plant And Equipment [Abstract]

Summary of leasehold improvements, equipment, and construction in progress and related accumulated depreciation and amortization

Leasehold improvements, equipment, and construction in progress and related accumulated depreciation and amortization for the years ended December 31, 2020 and 2019, were as follows:

		December 31
(millions)	Estimated Useful Life	2020			2019
Equipment	1 - 10 Years	$	50.1		$	45.2
Software	2 - 5 Years		42.3			39.7
Vehicles	1 - 10 Years		37.3			30.0
Other	3 Years		0.8			0.6
	Shorter of lease term or economic life up to
Leasehold improvements	10 years		18.0			18.8
Construction in progress			6.8			6.3
			155.3			140.6
Accumulated depreciation and amortization			(102.0	)		(92.7	)
Leasehold improvements, equipment and construction in
progress, net		$	53.3		$	47.9

The Company's depreciation and amortization expense related to leasehold improvements and equipment for the years ended December 31, 2020, 2019 and 2018, which was included in Depreciation and amortization expense within the Consolidated Statements of (Loss) Income, was as follows:

	Year Ended December 31,
(millions)	2020		2019		2018
Depreciation expense and amortization	$	15.3	$	12.8	$	9.6

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Cost of Contracts, net (Tables)

12 Months Ended

Dec. 31, 2020

Revenue From Contract With Customer [Abstract]

Schedule of Contract Cost

Cost of contracts, net, as of December 31, 2020 and 2019 was as follows:

	December 31,
(millions)	2020			2019
Cost of contracts	$	26.0		$	26.0
Accumulated amortization		(21.2	)		(21.7	)
Cost of contracts, net	$	4.8		$	4.3

Schedule of Amortization Expense Related to Cost of Contracts

The table below shows the Company's amortization expense related to costs of contracts for the years ended December 31, 2020, 2019 and 2018, which was primarily included in Depreciation and amortization within the Consolidated Statements of (Loss) Income.

	Year Ended December 31,
(millions)	2020		2019		2018
Amortization expense	$	1.6	$	1.9	$	3.0
Weighted average life (years)		7.8		10.0		9.4

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Other Intangible Assets, net (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Components of Intangible Assets, Net

The components of other intangible assets, net, for the years ended December 31, 2020 and 2019 were as follows:

			December 31,
			2020							2019
	Weighted		Acquired					Acquired		Acquired					Acquired
	Average		Intangible					Intangible		Intangible					Intangible
	Life		Assets,		Accumulated			Assets,		Assets,		Accumulated			Assets,
(millions)	(Years)		Gross		Amortization			Net		Gross		Amortization			Net
Covenant not to compete		2.1	$	2.9	$	(1.3	)	$	1.6	$	2.9	$	(0.3	)	$	2.6
Trade names and trademarks		2.9		0.9		(0.2	)		0.7		5.6		(1.2	)		4.4
Proprietary know how		3.7		3.8		(0.4	)	$	3.4		10.4		(2.0	)		8.4
Management contract rights		8.1		81.0		(42.6	)		38.4		81.0		(37.4	)		43.6
Customer relationships		12.9		21.5		(2.5	)	$	19.0		100.4		(7.2	)		93.2
Acquired intangible assets, net		9.1	$	110.1	$	(47.0	)	$	63.1	$	200.3	$	(48.1	)	$	152.2

Summary of Amortization of Intangible Assets

The table below shows the amortization expense related to intangible assets for the years ended December 31, 2020, 2019 and 2018, which was included in Depreciation and amortization within the Consolidated Statements of (Loss) Income.

	Year Ended December 31,
(millions)	2020		2019		2018
Amortization expense	$	13.2	$	15.1	$	6.1

Schedule of Expected Future Amortization of Intangible Assets

The expected future amortization of intangible assets as of December 31, 2020 was as follows:

(millions)	Intangible asset amortization
2021	$	8.7
2022		8.1
2023		8.0
2024		7.3
2025		6.6
2026 and thereafter		24.4
Total	$	63.1

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amounts of Goodwill

The changes in the carrying amounts of goodwill for the years ended December 31, 2020 and 2019 were as follows:

(millions)	Commercial		Aviation			Total
Net book values as of January 1, 2019
Goodwill	$	376.8	$	208.7		$	585.5
Accumulated impairment losses		—		—			—
Total	$	376.8	$	208.7		$	585.5
Purchase price adjustments		—		0.3			0.3
Foreign currency translation		0.2		—			0.2
Net book value as of December 31, 2019
Goodwill	$	377.0	$	209.0		$	586.0
Accumulated impairment losses		—		—			—
Total	$	377.0	$	209.0		$	586.0
Impairment		—		(59.5	)		(59.5	)
Foreign Currency translation		0.1		—			0.1
Net book value as of December 31, 2020
Goodwill	$	377.1	$	209.0		$	586.1
Accumulated impairment losses		—		(59.5	)		(59.5	)
Total	$	377.1	$	149.5		$	526.6

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Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of Measurement Date, Net Book Value and Related Impairment Charges for Assets

For those assets and asset groups for which impairment was recorded, the fair value as of the measurement date, net book value as of December 31, 2020 and related impairment charges during the year ended December 31, 2020 were as follows:

		As of Measurement Date				As of December 31, 2020
(millions)	Measurement Date	Impairment Charge		Fair Value Measurement (Level 3)		Net Book Value of Assets Assessed for Impairment
ROU assets	March 31, 2020	$	77.5	$	147.4
ROU assets	June 30, 2020		16.7		26.2
ROU assets	September 30, 2020		1.6		1.6
ROU assets	December 31, 2020		2.9		5.0
Total of ROU assets impaired			98.7		180.2		121.4
Goodwill - Aviation reporting unit	August 31, 2020		59.5		149.5		149.5
Proprietary know how	June 30, 2020		3.7		3.9
Customer relationships	August 31, 2020		69.2		4.6
Trade names and trademarks	August 31, 2020		2.9		0.5
Total Other intangible assets, net			75.8		9.0		8.3

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Borrowing Arrangements (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Schedule of Long-Term Borrowings

Long-term borrowings, as of December 31, 2020 and 2019, were as follows:

		Amount Outstanding
		December 31,
(millions)	Maturity Date	2020			2019
Senior Credit Facility, net of original discount on borrowings (1)	November 30, 2023	$	332.3		$	347.5
Other borrowings	Various		31.5			23.1
Deferred financing costs			(1.7	)		(1.6	)
Total obligations under Senior Credit Facility and other borrowings			362.1			369.0
Less: Current portion of obligations under Senior Credit Facility and other borrowings			25.0			17.9
Total long-term obligations under Senior Credit Facility and other borrowings		$	337.1		$	351.1

(1) Includes discount on borrowings of $0.9 million and $1.2 million for the years ended December 31, 2020 and 2019, respectively.

Schedule of Future Maturities of Debt Including Capitalized Leases

At December 31, 2020, the future maturities of debt, including capitalized leases, were as follows:

(millions)
2021	$	26.3
2022		23.6
2023		305.7
2024		3.1
2025		1.4
Thereafter		4.6
Total	$	364.7

Schedule of Interest Rate Collars

Summarized information about the Company’s interest rate collars was as follows:

Interest Rate Collars
December 31, 2020
		Interest Rate Parameters
(millions)	Maturity Date	Notional Amount		LIBOR Ceiling			LIBOR Floor
Collar 1	April 2022	$	74.1		2.5	%		1.2	%
Collar 2	April 2022		74.1		2.5	%		1.3	%
Collar 3	April 2022		74.1		2.5	%		1.4	%
Total		$	222.3

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Stock Repurchase Program (Tables)

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Summary of Share Repurchase Activity and Remaining Authorized Repurchase Amounts

Share repurchase activity under the stock repurchase programs for the years ended December 31, 2020 and 2019 was as follows:

(millions, except for share and per share data)	December 31, 2020		December 31, 2019
Total number of shares repurchased		393,975		1,335,584
Average price paid per share	$	38.78	$	35.83
Total value of stock repurchased	$	15.3	$	47.9

The remaining authorized repurchase amounts in the aggregate under the July 2019 and March 2020 repurchase programs as of December 31, 2020 was as follows:

(millions)	December 31, 2020
Total authorized repurchase amount	$	100.00
Total value of shares repurchased		40.6
Total remaining authorized repurchase amount	$	59.4

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Components of (Loss) Earnings Before Income Taxes

(Loss) earnings before income taxes during the years ended December 31, 2020, 2019 and 2018 was as follows:

	Year Ended December 31,
(millions)	2020			2019		2018
United States	$	(240.1	)	$	69.7	$	74.9
Foreign		(0.3	)		1.4		1.1
Total	$	(240.4	)	$	71.1	$	76.0

Schedule of Components of Income Tax (Benefit) Expense

The components of income tax (benefit) expense during the years ended December 31, 2020, 2019 and 2018 were as follows:

	Year Ended December 31,
(millions)	2020			2019			2018
Current provision
U.S. federal	$	(15.3	)	$	9.6		$	9.9
Foreign		0.2			0.9			1.0
State		0.1			4.7			7.4
Total current		(15.0	)		15.2			18.3
Deferred provision
U.S. federal		(40.7	)		2.9			1.3
Foreign		—			(0.1	)		(0.3	)
State		(11.8	)		1.4			0.3
Total deferred		(52.5	)		4.2			1.3
Income tax (benefit) expense	$	(67.5	)	$	19.4		$	19.6

Schedule of Components of Company's Deferred Tax Assets and Liabilities

Components of the Company's deferred tax assets and liabilities as of December 31, 2020 and 2019 were as follows:

	December 31,
(millions)	2020			2019
Deferred tax assets
Net operating loss carry forwards and tax credits	$	23.5		$	20.8
Lease liability		87.9			119.5
Accrued expenses		15.2			15.0
Accrued compensation		8.4			9.2
Depreciation		17.2			—
Other		3.4			1.4
Total gross deferred tax assets		155.6			165.9
Valuation allowances		(10.7	)		(8.3	)
Total deferred tax assets		144.9			157.6
Deferred tax liabilities
Prepaid expenses		(0.2	)		(0.1	)
Right of use asset		(62.8	)		(114.9	)
Undistributed foreign earnings		(0.2	)		—
Depreciation and amortization		—			(0.7	)
Goodwill amortization		(13.0	)		(26.2	)
Equity investments in unconsolidated entities		(4.9	)		(5.1	)
Total deferred tax liabilities		(81.1	)		(147.0	)
Net deferred tax asset	$	63.8		$	10.6

Schedule of Changes Affecting the Valuation Allowances on Deferred Tax Assets

Changes affecting the valuation allowances on deferred tax assets during the years ended December 2020, 2019, and 2018 were as follows:

	December 31,
(millions)	2020		2019		2018
Beginning Balance	$	8.3	$	8.1	$	7.1
Current year expense		2.4		0.2		1.0
Ending Balance	$	10.7	$	8.3	$	8.1

Schedule of Reconciliation of the Reported Income Tax Provision

A reconciliation of the Company's reported income tax provision to the amount computed by multiplying earnings before income taxes by statutory United States federal income tax rate during the years ended December 31, 2020, 2019 and 2018 was as follows:

	Year Ended December 31,
(millions)	2020			2019			2018
Tax at statutory rate	$	(50.5	)	$	14.9		$	16.0
Permanent differences		0.7			0.8			0.2
State taxes, net of federal benefit		(13.9	)		4.5			6.3
Effect of foreign tax rates		0.4			0.6			0.6
Federal net operating loss carryback rate differential		(6.1	)		—			—
Effect of 2017 Tax Act		—			—			(1.5	)
Noncontrolling interest		—			(0.6	)		(0.7	)
Current year adjustment to deferred taxes		—			0.8			0.4
Recognition of tax credits		(0.5	)		(1.8	)		(2.7	)
		(69.9	)		19.2			18.6
Change in valuation allowance		2.4			0.2			1.0
Income tax (benefit) expense	$	(67.5	)	$	19.4		$	19.6
Effective tax rate		28.1	%		27.3	%		25.8	%

Schedule of Tax Years that Remain Subject to Examination for the Company's Major Tax Jurisdictions

The tax years that remain subject to examination for the Company's major tax jurisdictions as of December 31, 2020 were as follows:

2017 - 2020	United States - federal income tax
2016 - 2020	United States - state and local income tax
2016 - 2020	Foreign - Canada and Puerto Rico

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Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2020

Compensation And Retirement Disclosure [Abstract]

Schedule of Participation in Multiemployer Defined Benefit Pension Plans

Zone

Status

Pension Protection

as of the

Expiration

EIN/

Zone Status

Contributions (millions)

Most

Date of

Pension

FIP/FR

Recent

Collective

Plan

Pending

Surcharge

Annual

Bargaining

Pension

Number

2020

2019

2018

Implementation

2020

2019

2018

Imposed

Report

Agreement

Teamsters Local Union 727

36-61023973

Green

Green

Green

N/A

$

0.3

$

3.1

$

3.2

No

2020

10/31/2021

Local 272 Labor Management

13-5673836

Green

Green

Green

N/A

$

1.1

$

1.3

$

1.5

No

2020

3/5/2021

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Bradley Agreement (Tables)

12 Months Ended

Dec. 31, 2020

Contractors [Abstract]

Schedule of Deficiency Payments made, Net of Reimbursements

The total deficiency repayments (net of payments made), interest and premium received and recognized under the Bradley Agreement for the years ended December 31, 2020, 2019 and 2018 were as follows:

	Year Ended December 31
(millions)	2020		2019		2018
Deficiency repayments	$	0.1	$	3.8	$	3.9
Interest		0.1		1.0		0.9
Premium		—		0.4		0.3

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Comprehensive (Loss) Income (Tables)

12 Months Ended

Dec. 31, 2020

Stockholders Equity Note [Abstract]

Components of Other Comprehensive (Loss) Income and Income Tax Benefit Allocated

The components of accumulated other comprehensive (loss) income and income tax benefit allocated to each component for the years ended December 31, 2020, 2019, and 2018 were as follows:

	2020									2019									2018
(millions)	Before Tax Amount			Income Tax			Net of Tax Amount			Before Tax Amount			Income Tax			Net of Tax Amount			Before Tax Amount			Income Tax		Net of Tax Amount
Translation adjustments	$	0.1		$	—		$	0.1		$	0.1		$	—		$	0.1		$	(0.6	)	$	—	$	(0.6	)
Change in fair value of interest rate collars		(2.5	)		(0.7	)		(1.8	)		(0.6	)		(0.2	)		(0.4	)		—			—		—
Other Comprehensive (loss) income	$	(2.4	)	$	(0.7	)	$	(1.7	)	$	(0.5	)	$	(0.2	)	$	(0.3	)	$	(0.6	)	$	—	$	(0.6	)

Components of Accumulated Other Comprehensive Loss

The changes to accumulated other comprehensive loss by component for the years ended December 31, 2020, 2019, and 2018, were as follows:

							Total
	Foreign			Change in Fair			Accumulated
	Currency			Value			Other
	Translation			of Interest Rate			Comprehensive
(millions)	Adjustments			Collars			Loss
Balance as of January 1, 2018	$	(1.2	)	$	—		$	(1.2	)
Other comprehensive loss before reclassification		(0.6	)		—			(0.6	)
Cumulative effect of change in accounting principle (1)		(0.6	)		—			(0.6	)
Balance as of December 31, 2018		(2.4	)		—			(2.4	)
Other comprehensive (loss) income before reclassification		0.1			(0.4	)		(0.3	)
Balance as of December 31, 2019		(2.3	)		(0.4	)		(2.7	)
Other comprehensive (loss) income before reclassification		0.1			(2.9	)		(2.8	)
Amounts reclassified from accumulated other comprehensive loss		—			1.1			1.1
Balance as of December 31, 2020	$	(2.2	)	$	(2.2	)	$	(4.4	)

(1) Refer to Note 1, Significant Accounting Policies and Practices for additional information on the Company's adoption of ASU 2018-02.

Reclassification from Accumulated Other Comprehensive Loss

Reclassifications from accumulated other comprehensive loss for the years ended December 31, 2020, 2019, and 2018 were as follows:

(millions)	2020		2019		2018		Classification in the Consolidated Statements of (Loss) Income
Interest Rate Collars:
Net realized loss	$	1.5	$	—	$	—	Other expenses
Reclassifications before tax		1.5		—		—
Income tax benefit		0.4		—		—
Reclassifications, net of tax	$	1.1	$	—	$	—

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Domestic and Foreign Operations (Tables)

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Schedule of Revenues and Gross Profit by Regions

Revenues and gross profit by operating segment for the years ended December 31, 2020, 2019 and 2018 were as follows:

	Year Ended December 31,
(millions)	2020			Gross Margin Percentage			2019		Gross Margin Percentage			2018 (1)		Gross Margin Percentage
Services revenue
Commercial
Lease type contracts	$	180.2					$	377.3				$	386.2
Management type contracts		212.1						264.6					249.4
Total Commercial		392.3						641.9					635.6
Aviation
Lease type contracts		8.6						30.7					27.0
Management type contracts		140.5						251.8					101.2
Total Aviation		149.1						282.5					128.2
Other
Lease type contracts		0.6						0.9					0.7
Management type contracts		7.0						9.6					10.9
Total Other		7.6						10.5					11.6
Reimbursed management type contract revenue		537.9						728.8					693.0
Total services revenue	$	1,086.9					$	1,663.7				$	1,468.4
Gross profit
Commercial
Lease type contracts		(10.4	)		(5.8	)%		29.5		7.8	%		25.8		6.7	%
Management type contracts		80.1			37.8	%		104.1		39.3	%		98.3		39.4	%
Lease impairment		(97.1	)	N/M				—	N/M				—	N/M
Total Commercial		(27.4	)					133.6					124.1
Aviation
Lease type contracts		0.7			8.1	%		8.2		26.7	%		7.3		27.0	%
Management type contracts		39.9			28.4	%		66.2		26.3	%		31.9		31.5	%
Total Aviation		40.6						74.4					39.2
Other
Lease type contracts		4.1		N/M				4.3	N/M				3.2	N/M
Management type contracts		13.1		N/M				15.8	N/M				17.5	N/M
Total Other		17.2						20.1					20.7
Total gross profit	$	30.4					$	228.1				$	184.0

(1) The consolidated results of operations for the year ended December 31, 2018 includes Bags operating results for the period of November 30, 2018 through December 31, 2018.

N/M - Not Meaningful

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Significant Accounting Policies and Practices - Narrative (Details) $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended
	Oct. 31, 2014	Mar. 31, 2018 USD ($)	Dec. 31, 2020 USD ($) partnership variable_interest_entity voting_interest_model_entity	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Jan. 03, 2018 USD ($)
Significant Accounting Policies and Practices
Restricted cash and cash equivalents			$ 0.3	$ 0.5
Allowance for doubtful accounts			5.1	1.9	$ 1.0
Book overdrafts			$ 23.2	29.3
Number of ownership interest entities | partnership			29
Equity earnings in related investments			$ 1.3	$ 3.2	$ 2.7
ASU 2016-13
Significant Accounting Policies and Practices
Change in accounting principle, accounting standards update, adopted [true false]			true
Change in accounting principle, accounting standards update, immaterial effect			true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2020
ASU 2017-04
Significant Accounting Policies and Practices
Change in accounting principle, accounting standards update, adopted [true false]			true
Change in accounting principle, accounting standards update, immaterial effect			true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2020
ASU 2018-13
Significant Accounting Policies and Practices
Change in accounting principle, accounting standards update, adopted [true false]			true
Change in accounting principle, accounting standards update, immaterial effect			true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2020
ASU 2018-15
Significant Accounting Policies and Practices
Change in accounting principle, accounting standards update, adopted [true false]			true
Change in accounting principle, accounting standards update, immaterial effect			true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2020
ASU 2018-17
Significant Accounting Policies and Practices
Change in accounting principle, accounting standards update, adopted [true false]			true
Change in accounting principle, accounting standards update, immaterial effect			true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2020
ASU 2018-18
Significant Accounting Policies and Practices
Change in accounting principle, accounting standards update, adopted [true false]			true
Change in accounting principle, accounting standards update, immaterial effect			true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2020
ASU 2018-19
Significant Accounting Policies and Practices
Change in accounting principle, accounting standards update, adopted [true false]			true
Change in accounting principle, accounting standards update, immaterial effect			true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2020
ASU 2019-04
Significant Accounting Policies and Practices
Change in accounting principle, accounting standards update, adopted [true false]			true
Change in accounting principle, accounting standards update, immaterial effect			true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2020
ASU 2019-08
Significant Accounting Policies and Practices
Change in accounting principle, accounting standards update, adopted [true false]			true
Change in accounting principle, accounting standards update, immaterial effect			true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2020
ASU 2020-02
Significant Accounting Policies and Practices
Change in accounting principle, accounting standards update, adopted [true false]			true
Change in accounting principle, accounting standards update, immaterial effect			true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2020
ASU 2019-12
Significant Accounting Policies and Practices
Change in accounting principle, accounting standards update, adopted [true false]			true
Change in accounting principle, accounting standards update, immaterial effect			true
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2020
Discontinued Operations, Disposed of by Sale | Parkmobile
Significant Accounting Policies and Practices
Sale price of business						$ 19.0
Gain on sale of business		$ 10.1
Parkmobile, LLC
Significant Accounting Policies and Practices
Ownership percentage (in percentage)	30.00%
Primary Beneficiary
Significant Accounting Policies and Practices
Number of ownership interest entities | variable_interest_entity			24
Not Primary Beneficiary
Significant Accounting Policies and Practices
Number of ownership interest entities | voting_interest_model_entity			5
Minimum
Significant Accounting Policies and Practices
Ownership interests percentage			30.00%
Maximum
Significant Accounting Policies and Practices
Ownership interests percentage			50.00%
Equipment | Minimum
Significant Accounting Policies and Practices
Ranges of estimated useful life			1 year
Equipment | Maximum
Significant Accounting Policies and Practices
Ranges of estimated useful life			10 years
Leasehold improvements | Maximum
Significant Accounting Policies and Practices
Ranges of estimated useful life			10 years
Leasehold improvements | Average
Significant Accounting Policies and Practices
Ranges of estimated useful life			4 years 3 months 18 days

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Significant Accounting Policies and Practices - Schedule of Transactions Affecting Allowance for Doubtful Accounts Receivable (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Beginning Balance	$ 1.9	$ 1.0
Provision for credit losses	6.4	1.1	$ 1.5
Write offs and other	(3.2)	(0.2)
Ending Balance	$ 5.1	$ 1.9	$ 1.0

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Significant Accounting Policies and Practices - Components of Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Accrued And Other Current Liabilities [Abstract]
Accrued rent	$ 17.3	$ 18.1
Compensation and payroll withholdings	32.0	28.7
Property, payroll and other taxes	4.8	6.8
Accrued insurance	20.1	19.2
Accrued expenses	38.5	48.6
Accrued and other current liabilities	$ 112.7	$ 121.4

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Leases - Schedule of Components of Lease Cost (Parenthetical) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Lessor, Lease, Description [Line Items]
Operating lease cost	$ 81.1	$ 150.9
Rent concessions cares act	26.0	0.0
Office Space
Lessor, Lease, Description [Line Items]
Operating lease cost	$ 5.7	$ 6.0

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Leases - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Lessor, Lease, Description [Line Items]
Right-of-use assets	$ 235.1	$ 431.7
Lease impairment	97.1	0.0
Rent concessions cares act	26.0	0.0
Negotiable cost reductions cares act	31.3
Sublease income	1.6	$ 2.0
General and Administrative Expense
Lessor, Lease, Description [Line Items]
Lease impairment	1.6
Commercial
Lessor, Lease, Description [Line Items]
Lease impairment	98.7
Level 3
Lessor, Lease, Description [Line Items]
Right-of-use assets	278.9
Right-of-use asset, fair value	$ 180.2

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Leases - Schedule of Components of ROU Assets and Lease Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Assets
Right-of-use assets	$ 235.1	$ 431.7
Leasehold improvements, equipment and construction in progress, net	28.8	18.6
Total leased assets	263.9	450.3
Current
Short-term lease liabilities	82.1	115.2
Current portion of long-term obligations under Senior Credit Facility and other long-term borrowings	7.8	3.1
Noncurrent
Long-term lease liabilities	243.4	327.7
Long-term borrowings, excluding current portion	20.5	15.6
Total lease liabilities	$ 353.8	$ 461.6

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Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Lessor, Lease, Description [Line Items]
Operating lease cost	$ 81.1	$ 150.9
Short-term lease	22.6	33.1
Variable lease	20.1	58.1
Operating lease cost	123.8	242.1
Amortization of leased assets	4.2	2.3
Interest on lease liabilities	1.1	0.9
Lease impairment	97.1	0.0
Net lease cost	227.8	$ 245.3
General and Administrative Expense
Lessor, Lease, Description [Line Items]
Lease impairment	$ 1.6

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Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Millions	Dec. 31, 2020 USD ($)
Operating Leases
2021	$ 94.7
2022	80.0
2023	59.1
2024	41.8
2025	29.5
After 2025	69.3
Total lease payments	374.4
Less: Imputed interest	48.9
Present value of lease liabilities	$ 325.5
Weighted-average remaining lease term (years)	5 years 7 months 6 days
Weighted-average discount rate	5.00%
Finance Leases
2021	$ 8.8
2022	7.5
2023	5.3
2024	3.4
2025	1.7
After 2025	5.0
Total lease payments	31.7
Less: Imputed interest	3.4
Present value of lease liabilities	$ 28.3
Weighted-average remaining lease term (years)	5 years 1 month 6 days
Weighted-average discount rate	4.20%
Total
2021	$ 103.5
2022	87.5
2023	64.4
2024	45.2
2025	31.2
After 2025	74.3
Total lease payments	406.1
Less: Imputed interest	52.3
Present value of lease liabilities	$ 353.8

XML

Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows related to operating leases	$ 120.3	$ 179.0
Operating cash outflows related to interest on finance leases	1.1	0.9
Financing cash outflows related to finance leases	5.2	2.3
Leased assets obtained in exchange for new operating liabilities	38.2	68.6
Leased assets obtained in exchange for new finance lease liabilities	$ 16.5	$ 6.8

XML

Acquisition - Narrative (Details) - USD ($) $ in Millions		12 Months Ended
	Nov. 30, 2018	Dec. 31, 2018	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill		$ 585.5	$ 526.6	$ 586.0
Bags
Business Acquisition [Line Items]
Consideration transferred	$ 283.6
Cash purchase price	275.0
Amount paid at close to preliminary net working capital	8.1
Amount of individual taxes to be paid by seller	0.5
Goodwill	$ 154.4
Revenue since acquisition		14.2
Net income since acquisition		$ 1.3

XML

Acquisition - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Nov. 30, 2018
Business Acquisition [Line Items]
Goodwill	$ 526.6	$ 586.0	$ 585.5
Bags
Business Acquisition [Line Items]
Cash and cash equivalents				$ 5.9
Notes and accounts receivable				13.2
Prepaid expenses and other current assets				2.0
Other noncurrent assets				0.2
Leasehold improvements, equipment and construction in progress				1.5
Other intangible assets, net				118.0
Goodwill				154.4
Accounts payable				(6.5)
Accrued and other current liabilities				(4.4)
Other long-term liabilities				(0.7)
Net assets acquired and liabilities assumed				283.6
Bags | Initial
Business Acquisition [Line Items]
Cash and cash equivalents				5.9
Notes and accounts receivable				13.2
Prepaid expenses and other current assets				2.0
Other noncurrent assets				0.2
Leasehold improvements, equipment and construction in progress				1.5
Other intangible assets, net				118.0
Goodwill				154.1
Accounts payable				(6.5)
Accrued and other current liabilities				(4.1)
Other long-term liabilities				(0.7)
Net assets acquired and liabilities assumed				283.6
Bags | Measurement Period Adjustments
Business Acquisition [Line Items]
Goodwill				0.3
Accrued and other current liabilities				(0.3)
Net assets acquired and liabilities assumed				$ 0.0

XML

Acquisition - Schedule of Acquired Other Intangible Assets (Details) - Bags $ in Millions	Nov. 30, 2018 USD ($)
Business Acquisition [Line Items]
Fair Value	$ 118.0
Trade Name
Business Acquisition [Line Items]
Estimated Life	5 years
Fair Value	$ 5.6
Customer Relationships
Business Acquisition [Line Items]
Fair Value	$ 100.4
Customer Relationships | Minimum
Business Acquisition [Line Items]
Estimated Life	12 years 4 months 24 days
Customer Relationships | Maximum
Business Acquisition [Line Items]
Estimated Life	15 years 9 months 18 days
Existing Technology
Business Acquisition [Line Items]
Fair Value	$ 10.4
Existing Technology | Minimum
Business Acquisition [Line Items]
Estimated Life	5 years
Existing Technology | Maximum
Business Acquisition [Line Items]
Estimated Life	6 years
Non-compete Agreement
Business Acquisition [Line Items]
Estimated Life	5 years
Fair Value	$ 1.6

XML

Acquisition - Schedule of Pro Forma Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($)
Business Combinations [Abstract]
Total services revenue	$ 1,617.7
Net income attributable to SP Plus Corporation	$ 55.1

XML

Acquisition, Restructuring and Integration Costs - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Accrued and Other Current Liabilities
Business Acquisition [Line Items]
Accrual for acquisition, restructuring and integration costs	$ 1.2	$ 0.1
General and Administrative Expenses
Business Acquisition [Line Items]
Severance related costs	$ 4.0

XML

Acquisition, Restructuring and Integration Costs - Schedule of Acquisition, Restructuring and Integration Related Costs (Details) - Central Merger - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Cost of Services - Lease Type Contracts
Business Acquisition [Line Items]
Acquisition, restructuring, and integration related costs	$ 0.4
Cost of Services - Management Type Contracts
Business Acquisition [Line Items]
Acquisition, restructuring, and integration related costs	0.7
General and Administrative Expenses
Business Acquisition [Line Items]
Acquisition, restructuring, and integration related costs	$ 6.5	$ 1.3	$ 8.1

XML

Revenue - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenue From Contract With Customer [Abstract]
Performance obligation unsatisfied or partially satisfied	$ 118,000,000.0
Impairment charges	0	$ 0	$ 0
Cost of contracts net of accumulated amortization	4,800,000	4,300,000
Contract cost, accumulated impairment	$ 0	$ 0	$ 0

XML

Revenue - Schedule of Performance Obligations (Details) $ in Millions	Dec. 31, 2020 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining Performance Obligations	$ 118.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining Performance Obligations	$ 51.3
Revenue, remaining performance obligation, expected timing of satisfaction, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining Performance Obligations	$ 28.9
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining Performance Obligations	$ 19.5
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining Performance Obligations	$ 10.7
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining Performance Obligations	$ 4.4
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining Performance Obligations	$ 3.2
Revenue, remaining performance obligation, expected timing of satisfaction, period

XML

Revenue - Schedule of Performance Obligations (Details 1) $ in Millions	Dec. 31, 2020 USD ($)
Revenue From Contract With Customer [Abstract]
Remaining Performance Obligations	$ 118.0

XML

Revenue - Schedule of Contract Asset and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenue From Contract With Customer [Abstract]
Accounts receivable	$ 102.7	$ 151.3
Contract asset	8.6	11.0	$ 11.4
Contract liability	$ (12.5)	$ (19.4)	$ (19.1)

XML

Revenue - Schedule of Contract Asset Balances (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Contract Asset Balances with Customer
Balance, beginning of period	$ 11.0	$ 11.4
Additional contract assets	8.6	11.0
Reclassification to accounts receivable	(11.0)	(11.4)
Balance, end of period	$ 8.6	$ 11.0

XML

Revenue - Schedule of Contract Liabilities Balances (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Contract Liability Balances with Customer
Balance, beginning of period	$ (19.4)	$ (19.1)
Additional contract liabilities	(12.5)	(19.4)
Recognition of revenue from contract liabilities	19.4	19.1
Balance, end of period	$ (12.5)	$ (19.4)

XML

Net (Loss) Income per Common Share - Basic and Diluted Net (Loss) Income per Common Share and Weighted Average Common Shares Outstanding (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Earnings Per Share [Abstract]
Net (loss) income attributable to SP Plus Corporation	$ (172.8)	$ 48.8	$ 53.2
Basic weighted average common shares outstanding	21,056,061	22,080,025	22,394,542
Dilutive impact of share-based awards		128,007	212,681
Diluted weighted average common shares outstanding	21,056,061	22,208,032	22,607,223
Net (loss) income per common share
Basic (in dollars per share)	$ (8.21)	$ 2.21	$ 2.38
Diluted (in dollars per share)	$ (8.21)	$ 2.20	$ 2.35

XML

Net (Loss) Income per Common Share - Narrative (Details)	12 Months Ended
	Dec. 31, 2020 shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potential shares of common stock attributable to stock options excluded from net income per common share calculation (in shares)	0
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potential shares of common stock attributable to stock options excluded from net income per common share calculation (in shares)	51,276

XML

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Mar. 07, 2018	Mar. 06, 2018
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted awards (in shares)	0	37,235
Unrecognized compensation costs related to unvested options	$ 0.6
Restricted Stock Units | Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years
Restricted Stock Units | Executive Officer | Tranche 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted awards (in shares)			48,663
Restricted Stock Units | Executive Officer | Tranche 1 | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
Restricted Stock Units | Executive Officer | Tranche 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted awards (in shares)			8,426
Restricted Stock Units | Executive Officer | Tranche 2 | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			5 years
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares of common stock available for awards (in shares)	181,504	227,478
Granted awards (in shares)	96,056	125,232	100,715
Share-based compensation arrangement by share-based payment award percentage of target achieved	95.00%
Reversed of expense related to 2019 PSU’s	$ 1.4
Performance Shares | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs related to unvested options	$ 14.1	$ 14.1
Long-term incentive plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares of common stock available for awards (in shares)				3,775,000	2,975,000
Shares remaining available for grant (in shares)	647,903

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Stock-Based Compensation - Schedule of Vested Stock Grants (Details) - Directors - Stock Options - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested stock grants	25,066	14,076	12,736
Stock-based compensation expense	$ 0.5	$ 0.5	$ 0.5

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Stock-Based Compensation - Restricted and Performance Stock Units Rollforward (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Restricted Stock Units
Shares
Nonvested at the beginning of the period (in shares)	153,442
Granted (in shares)	0	37,235
Vested (in shares)	(102,166)
Nonvested at the end of the period (in shares)	51,276	153,442
Weighted Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 27.46
Vested (in dollars per share)	24.56
Nonvested at the end of the period (in dollars per share)	$ 33.24	$ 27.46
Performance Shares
Shares
Nonvested at the beginning of the period (in shares)	212,096
Granted (in shares)	96,056	125,232	100,715
Vested (in shares)	(81,115)
Forfeited (in shares)	(23,173)
Expired (in shares)	(3,646)
Nonvested at the end of the period (in shares)	200,218	212,096
Weighted Average Grant-Date Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 35.01
Granted (in dollars per share)	37.89
Vested (in dollars per share)	30.01
Forfeited (in dollars per share)	36.27
Expired (in dollars per share)	37.59
Nonvested at the end of the period (in dollars per share)	$ 35.27	$ 35.01

XML

Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1.1	$ 1.1	$ 0.9
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ (1.0)	$ 3.3	$ 1.4

XML

Stock-Based Compensation - Schedule of Unrecognized Compensation Expense (Details) - Restricted Stock Units $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation	$ 0.6
Weighted average (years)	1 year 2 months 12 days

XML

Leasehold Improvements, Equipment and Construction in Progress, net - Schedule of Leasehold Improvements (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Leasehold improvements, equipment and construction in progress, gross	$ 155.3	$ 140.6
Accumulated depreciation and amortization	(102.0)	(92.7)
Leasehold improvements, equipment and construction in progress, net	53.3	47.9
Equipment
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Leasehold improvements, equipment and construction in progress, gross	$ 50.1	45.2
Equipment | Minimum
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Ranges of estimated useful life	1 year
Equipment | Maximum
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Ranges of estimated useful life	10 years
Software
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Leasehold improvements, equipment and construction in progress, gross	$ 42.3	39.7
Software | Minimum
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Ranges of estimated useful life	2 years
Software | Maximum
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Ranges of estimated useful life	5 years
Vehicles
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Leasehold improvements, equipment and construction in progress, gross	$ 37.3	30.0
Vehicles | Minimum
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Ranges of estimated useful life	1 year
Vehicles | Maximum
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Ranges of estimated useful life	10 years
Other
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Leasehold improvements, equipment and construction in progress, gross	$ 0.8	0.6
Ranges of estimated useful life	3 years
Leasehold improvements
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Leasehold improvements, equipment and construction in progress, gross	$ 18.0	18.8
Leasehold improvements | Maximum
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Ranges of estimated useful life	10 years
Construction in progress
Leasehold Improvements, Equipment, Land and Construction in Progress, Net
Leasehold improvements, equipment and construction in progress, gross	$ 6.8	$ 6.3

XML

Leasehold Improvements, Equipment and Construction in Progress, net - Schedule of Depreciation and Amortization (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Property Plant And Equipment [Line Items]
Depreciation expense and amortization	$ 29.3	$ 29.4	$ 17.9
Leasehold improvements and equipment
Property Plant And Equipment [Line Items]
Depreciation expense and amortization	$ 15.3	$ 12.8	$ 9.6

XML

Cost of Contracts, net - Summary of Cost of Contracts (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Revenue From Contract With Customer [Abstract]
Cost of contracts	$ 26.0	$ 26.0
Accumulated amortization	(21.2)	(21.7)
Cost of contracts, net	$ 4.8	$ 4.3

XML

Cost of Contracts, net - Schedule of Amortization Expense Related to Cost of Contracts (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenue From Contract With Customer [Abstract]
Amortization expense	$ 1.6	$ 1.9	$ 3.0
Weighted average life (years)	7 years 9 months 18 days	10 years	9 years 4 months 24 days

XML

Other Intangible Assets, net - Components of Intangible Assets, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Finite Lived Intangible Assets [Line Items]
Weighted Average Life (Years)	9 years 1 month 6 days
Acquired Intangible Assets, Gross	$ 110.1	$ 200.3
Accumulated Amortization	(47.0)	(48.1)
Acquired Intangible Assets, Net	$ 63.1	152.2
Covenant Not to Compete
Finite Lived Intangible Assets [Line Items]
Weighted Average Life (Years)	2 years 1 month 6 days
Acquired Intangible Assets, Gross	$ 2.9	2.9
Accumulated Amortization	(1.3)	(0.3)
Acquired Intangible Assets, Net	$ 1.6	2.6
Trade Names and Trademarks
Finite Lived Intangible Assets [Line Items]
Weighted Average Life (Years)	2 years 10 months 24 days
Acquired Intangible Assets, Gross	$ 0.9	5.6
Accumulated Amortization	(0.2)	(1.2)
Acquired Intangible Assets, Net	$ 0.7	4.4
Proprietary Know How
Finite Lived Intangible Assets [Line Items]
Weighted Average Life (Years)	3 years 8 months 12 days
Acquired Intangible Assets, Gross	$ 3.8	10.4
Accumulated Amortization	(0.4)	(2.0)
Acquired Intangible Assets, Net	$ 3.4	8.4
Management Contract Rights
Finite Lived Intangible Assets [Line Items]
Weighted Average Life (Years)	8 years 1 month 6 days
Acquired Intangible Assets, Gross	$ 81.0	81.0
Accumulated Amortization	(42.6)	(37.4)
Acquired Intangible Assets, Net	$ 38.4	43.6
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Weighted Average Life (Years)	12 years 10 months 24 days
Acquired Intangible Assets, Gross	$ 21.5	100.4
Accumulated Amortization	(2.5)	(7.2)
Acquired Intangible Assets, Net	$ 19.0	$ 93.2

XML

Other Intangible Assets, net - Summary of Amortization of Intangible Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization expense	$ 13.2	$ 15.1	$ 6.1

XML

Other Intangible Assets, net - Schedule of Future Amortization (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Expected future amortization of intangible assets
2021	$ 8.7
2022	8.1
2023	8.0
2024	7.3
2025	6.6
2026 and thereafter	24.4
Acquired Intangible Assets, Net	$ 63.1	$ 152.2

XML

Other Intangible Assets, net - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Finite Lived Intangible Assets [Line Items]
Impairment charges		$ 0	$ 0
Aviation | Proprietary Know How
Finite Lived Intangible Assets [Line Items]
Impairment charges	$ 3,700,000
Aviation | Customer Relationships and Tradenames and Trademarks
Finite Lived Intangible Assets [Line Items]
Impairment charges	$ 72,100,000

XML

Goodwill - Schedule of Changes in Carrying Amounts of Goodwill (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Goodwill [Line Items]
Goodwill	$ 586,100,000	$ 586,000,000.0	$ 585,500,000
Accumulated impairment losses	(59,500,000)
Total	526,600,000	586,000,000.0	585,500,000
Purchase price adjustments		300,000
Impairment	(59,500,000)	0	0
Foreign currency translation	100,000	200,000
Commercial
Goodwill [Line Items]
Goodwill	377,100,000	377,000,000.0	376,800,000
Total	377,100,000	377,000,000.0	376,800,000
Purchase price adjustments		0
Foreign currency translation	100,000	200,000
Aviation
Goodwill [Line Items]
Goodwill	209,000,000.0	209,000,000.0	208,700,000
Accumulated impairment losses	(59,500,000)
Total	149,500,000	209,000,000.0	$ 208,700,000
Purchase price adjustments		300,000
Impairment	(59,500,000)
Foreign currency translation	$ 0	$ 0

XML

Goodwill - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Goodwill [Line Items]
Impairment loss as a result of goodwill	$ 59,500,000	$ 0	$ 0
Minimum
Goodwill [Line Items]
Percentage of fair value of reporting unit greater than the carrying value	50.00%
Aviation
Goodwill [Line Items]
Impairment loss as a result of goodwill	$ 59,500,000

XML

Fair Value Measurement - Schedule of Measurement Date, Net Book Value and Related Impairment Charges for Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total of ROU assets impaired	$ 97,100,000	$ 0
Goodwill, impairment charge	59,500,000	0	$ 0
Total ROU assets, net book value assets assessed for impairment	235,100,000	431,700,000
Goodwill, net book value assets assessed for impairment	526,600,000	586,000,000.0	585,500,000
Other intangible assets, net book value	63,100,000	152,200,000
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total ROU assets, net book value assets assessed for impairment	278,900,000
Aviation
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Goodwill, impairment charge	59,500,000
Goodwill, net book value assets assessed for impairment	149,500,000	$ 209,000,000.0	$ 208,700,000
Fair Value, Nonrecurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total of ROU assets impaired	98,700,000
Other intangible assets, net, impairment charge	75,800,000
Total ROU assets, net book value assets assessed for impairment	121,400,000
Goodwill, net book value assets assessed for impairment	149,500,000
Other intangible assets, net book value	8,300,000
Fair Value, Nonrecurring | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total of ROU assets impaired	180,200,000
Other intangible assets, net, fair value	9,000,000.0
Fair Value, Nonrecurring | Aviation
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Goodwill, impairment charge	59,500,000
Fair Value, Nonrecurring | Aviation | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Goodwill, fair value	$ 149,500,000
Fair Value, Nonrecurring | ROU Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement Date	Mar. 31, 2020
Total of ROU assets impaired	$ 77,500,000
Fair Value, Nonrecurring | ROU Assets | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total of ROU assets impaired	$ 147,400,000
Fair Value, Nonrecurring | ROU Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement Date	Jun. 30, 2020
Total of ROU assets impaired	$ 16,700,000
Fair Value, Nonrecurring | ROU Assets | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total of ROU assets impaired	$ 26,200,000
Fair Value, Nonrecurring | ROU Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement Date	Sep. 30, 2020
Total of ROU assets impaired	$ 1,600,000
Fair Value, Nonrecurring | ROU Assets | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total of ROU assets impaired	$ 1,600,000
Fair Value, Nonrecurring | ROU Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement Date	Dec. 31, 2020
Total of ROU assets impaired	$ 2,900,000
Fair Value, Nonrecurring | ROU Assets | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total of ROU assets impaired	$ 5,000,000.0
Fair Value, Nonrecurring | Goodwill | Aviation
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement Date	Aug. 31, 2020
Fair Value, Nonrecurring | Proprietary Know How
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement Date	Jun. 30, 2020
Other intangible assets, net, impairment charge	$ 3,700,000
Fair Value, Nonrecurring | Proprietary Know How | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Other intangible assets, net, fair value	$ 3,900,000
Fair Value, Nonrecurring | Customer Relationships
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement Date	Aug. 31, 2020
Other intangible assets, net, impairment charge	$ 69,200,000
Fair Value, Nonrecurring | Customer Relationships | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Other intangible assets, net, fair value	$ 4,600,000
Fair Value, Nonrecurring | Trade Names and Trademarks
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement Date	Aug. 31, 2020
Other intangible assets, net, impairment charge	$ 2,900,000
Fair Value, Nonrecurring | Trade Names and Trademarks | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Other intangible assets, net, fair value	$ 500,000

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Fair Value Measurement - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Impairment loss as a result of goodwill	$ 59,500,000	$ 0	$ 0

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Borrowing Arrangements - Schedule of Long-Term Borrowing (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Other borrowings	$ 31.5	$ 23.1
Deferred financing costs	$ (1.7)	(1.6)
Other borrowings, Maturity Date	Various
Total obligations under Senior Credit Facility and other borrowings	$ 362.1	369.0
Less: Current portion of obligations under Senior Credit Facility and other borrowings	25.0	17.9
Total long-term obligations under Senior Credit Facility and other borrowings	337.1	351.1
Senior Credit Facility, Net of Original Discount on Borrowings
Debt Instrument [Line Items]
Total obligations under Senior Credit Facility and other borrowings	$ 332.3	$ 347.5
Maturity Date	Nov. 30, 2023

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Borrowing Arrangements - Schedule of Long-Term Borrowing (Parenthetical) (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Discount on borrowings	$ 0.9	$ 1.2

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Borrowing Arrangements - Schedule of Future Maturities of Debt, Including Capitalized Leases (Details) $ in Millions	Dec. 31, 2020 USD ($)
Debt Disclosure [Abstract]
2021	$ 26.3
2022	23.6
2023	305.7
2024	3.1
2025	1.4
Thereafter	4.6
Total	$ 364.7

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Borrowing Arrangements - Narrative (Details)			1 Months Ended	3 Months Ended			12 Months Ended
	Mar. 31, 2021 USD ($)	May 06, 2020 USD ($)	May 31, 2019 USD ($)	Sep. 30, 2021	Jun. 30, 2021 USD ($)	Jun. 30, 2020	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($)	Feb. 16, 2021 USD ($)
Debt Instrument [Line Items]
Debt instrument, covenant compliance							As of December 31, 2020, the Company was in compliance with its debt covenants under the Amended Credit Agreement.
Long-term borrowings							$ 362,100,000	$ 369,000,000.0
Notional amount							222,300,000
Redemptions of convertible debentures							0	0
Approximate redemption value of convertible debentures							1,100,000	$ 1,100,000
Interest Rate Contract
Debt Instrument [Line Items]
Interest rate collar, term			3 years
Notional amount			$ 222,300,000
Derivative, cap interest rate								2.50%
Liability							3,100,000	$ 600,000
Interest paid							$ 1,600,000
Senior Credit Facility, Net of Discount
Debt Instrument [Line Items]
Maturity Date							Nov. 30, 2023
Long-term borrowings							$ 332,300,000	$ 347,500,000
Weighted average interest rate							3.60%	3.40%
Convertible Subordinated Debt
Debt Instrument [Line Items]
Redemption price upon stated maturity (in dollars per share) | $ / shares							$ 19.18
Redemptions stated maturity date							Apr. 01, 2028
Amended Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 595,000,000.0
Percentage principal installments							1.25%
Amended Credit Agreement | Forecast
Debt Instrument [Line Items]
Percentage principal installments					1.875%
Amended Credit Agreement | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		370,000,000.0
Amended Credit Agreement | Revolving Credit Facility | Forecast
Debt Instrument [Line Items]
Liquidity test minimum	$ 40,000,000.0				$ 40,000,000.0
Amended Credit Agreement | Revolving Credit Facility | Subsequent Event
Debt Instrument [Line Items]
Maximum borrowing capacity									$ 325,000,000.0
Decrease to borrowing capacity									45,000,000.0
Additional liquidity test minimum									$ 40,000,000.0
Amended Credit Agreement | Letter of Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		100,000,000.0
Amended Credit Agreement | Term Loan Facility
Debt Instrument [Line Items]
Maximum borrowing capacity		225,000,000.0
Amended Credit Agreement | Senior Credit Facility, Net of Discount
Debt Instrument [Line Items]
Fees and other closing cost		$ 1,700,000					$ 1,200,000
Letters Of Credit Outstanding Amount							49,000,000.0
Long-term borrowings							$ 333,200,000
Amended Credit Agreement | Senior Credit Facility, Net of Discount | Maximum
Debt Instrument [Line Items]
Total debt to EBITDA ratio that is required to be maintained						5.50
Credit agreement total debt to EBITDA ratio that is required to be maintained step down							4.75
Amended Credit Agreement | Senior Credit Facility, Net of Discount | Minimum
Debt Instrument [Line Items]
Total debt to EBITDA ratio that is required to be maintained						3.50
Fixed charge coverage ratio that is required to be maintained						3.50
Total debt to EBITDA ratio that is required to be maintained							2.50
Amended Credit Agreement | Senior Credit Facility, Net of Discount | Forecast | Maximum
Debt Instrument [Line Items]
Total debt to EBITDA ratio that is required to be maintained				5.25
Amended Credit Agreement | Senior Credit Facility, Net of Discount | Forecast | Minimum
Debt Instrument [Line Items]
Fixed coverage ratio that is required to be maintained	1.60
Amended Credit Agreement | Senior Credit Facility, Net of Discount | Revolving Credit Facility
Debt Instrument [Line Items]
Interest rate							0.375%
Amended Credit Agreement | Senior Credit Facility, Net of Discount | L I B O R Loans
Debt Instrument [Line Items]
Period of total debt to EBITDA ratio							12 months
Amended Credit Agreement | Senior Credit Facility, Net of Discount | Base Rate Loans | Federal Funds
Debt Instrument [Line Items]
Interest rate margin on variable rate basis							0.50%
Amended Credit Agreement | Senior Credit Facility, Net of Discount | Base Rate Loans | LIBOR
Debt Instrument [Line Items]
Interest rate margin on variable rate basis							2.75%
Floor interest rate							1.00%
Senior Credit Facility | Senior Credit Facility, Net of Discount
Debt Instrument [Line Items]
Weighted average interest rate							3.80%	3.60%

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Borrowing Arrangements - Schedule of Interest Rate Collars (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Notional amount	$ 222.3
Collar 1
Debt Instrument [Line Items]
Maturity Date	2022-04
Notional amount	$ 74.1
LIBOR Ceiling	2.50%
LIBOR Floor	1.20%
Collar 2
Debt Instrument [Line Items]
Maturity Date	2022-04
Notional amount	$ 74.1
LIBOR Ceiling	2.50%
LIBOR Floor	1.30%
Collar 3
Debt Instrument [Line Items]
Maturity Date	2022-04
Notional amount	$ 74.1
LIBOR Ceiling	2.50%
LIBOR Floor	1.40%

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Stock Repurchase Program - Narrative (Details) - USD ($)	1 Months Ended	12 Months Ended
	Aug. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Mar. 31, 2020	Jul. 31, 2019	May 31, 2016
Equity, Class of Treasury Stock [Line Items]
Amount authorized by the company's Board of Directors (not to exceed)		$ 100,000,000.00
Number of shares repurchased		393,975	1,335,584
Average price paid per share (in dollars per share)		$ 38.78	$ 35.83
Remaining authorized repurchase amount		$ 59,400,000
May 2016 Stock Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Amount authorized by the company's Board of Directors (not to exceed)						$ 30,000,000.0
Number of shares repurchased	988,767
Average price paid per share (in dollars per share)	$ 30.30
July 2019 Stock Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Amount authorized by the company's Board of Directors (not to exceed)					$ 50,000,000.0
Number of shares repurchased		393,975
Average price paid per share (in dollars per share)		$ 38.78
Remaining authorized repurchase amount		$ 9,400,000
March 2020 Stock Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Amount authorized by the company's Board of Directors (not to exceed)				$ 50,000,000.0
Number of shares repurchased		0
Remaining authorized repurchase amount		$ 50,000,000.0

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Stock Repurchase Program - Summary of Share Repurchase Activity (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Total number of shares repurchased	393,975	1,335,584
Average price paid per share (in dollars per share)	$ 38.78	$ 35.83
Total value of stock repurchased	$ 15.3	$ 47.9

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Stock Repurchase Program - Summary of Remaining Authorized Repurchase Amounts (Details)	Dec. 31, 2020 USD ($)
Equity [Abstract]
Total authorized repurchase amount	$ 100,000,000.00
Total value of shares repurchased	40,600,000
Total remaining authorized repurchase amount	$ 59,400,000

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Income Taxes - Schedule of Components of (Loss) Earnings Before Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Components of income before taxes
United States	$ (240.1)	$ 69.7	$ 74.9
Foreign	(0.3)	1.4	1.1
(Loss) earnings before income taxes	$ (240.4)	$ 71.1	$ 76.0

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Income Taxes - Schedule of Components of Income Tax (Benefit) Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Current provision
U.S. federal	$ (15.3)	$ 9.6	$ 9.9
Foreign	0.2	0.9	1.0
State	0.1	4.7	7.4
Total current	(15.0)	15.2	18.3
Deferred provision
U.S. federal	(40.7)	2.9	1.3
Foreign		(0.1)	(0.3)
State	(11.8)	1.4	0.3
Total deferred	(52.5)	4.2	1.3
Income tax (benefit) expense	$ (67.5)	$ 19.4	$ 19.6

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Income Taxes - Schedule of Components of Company's Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets
Net operating loss carry forwards and tax credits	$ 23.5	$ 20.8
Lease liability	87.9	119.5
Accrued expenses	15.2	15.0
Accrued compensation	8.4	9.2
Depreciation	17.2
Other	3.4	1.4
Total gross deferred tax assets	155.6	165.9
Valuation allowances	(10.7)	(8.3)
Total deferred tax assets	144.9	157.6
Deferred tax liabilities
Prepaid expenses	(0.2)	(0.1)
Right of use asset	(62.8)	(114.9)
Undistributed foreign earnings	(0.2)	0.0
Depreciation and amortization		(0.7)
Goodwill amortization	(13.0)	(26.2)
Equity investments in unconsolidated entities	(4.9)	(5.1)
Total deferred tax liabilities	(81.1)	(147.0)
Net deferred tax asset	$ 63.8	$ 10.6

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Income Taxes - Schedule of Changes Affecting the Valuation Allowances on Deferred Tax Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Valuation Allowance [Line Items]
Beginning Balance	$ 8.3
Ending Balance	10.7	$ 8.3
Valuation Allowance Deferred Tax Assets
Valuation Allowance [Line Items]
Beginning Balance	8.3	8.1	$ 7.1
Current year expense	2.4	0.2	1.0
Ending Balance	$ 10.7	$ 8.3	$ 8.1

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Income Taxes - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Taxes
Valuation allowance	$ 10.7	$ 8.3
Excess tax benefit from tax cuts and jobs act	67.5	(19.4)	$ (19.6)
Income tax refund receivable related to CARES Act	15.4
Income taxes	2.4	15.3	$ 15.3
Current tax benefit for transition tax	1.5
State
Income Taxes
Operating loss carryforwards, amount	$ 20.5
State | Minimum
Income Taxes
Operating loss carryforwards, expiration year	2021
State | Maximum
Income Taxes
Operating loss carryforwards, expiration year	2040
Accounting Standards Update 2016-09
Income Taxes
Excess tax benefit from tax cuts and jobs act	$ 0.1	$ 0.5

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Income Taxes - Schedule of Reconciliation of the Reported Income Tax Provision (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Reconciliation of income tax provision (benefit) to the amount computed by multiplying book income/(loss) before income taxes by federal income tax rate
Tax at statutory rate	$ (50.5)	$ 14.9	$ 16.0
Permanent differences	0.7	0.8	0.2
State taxes, net of federal benefit	(13.9)	4.5	6.3
Effect of foreign tax rates	0.4	0.6	0.6
Federal net operating loss carryback rate differential	(6.1)	0.0	0.0
Effect of 2017 Tax Act	0.0	0.0	(1.5)
Noncontrolling interest	0.0	(0.6)	(0.7)
Current year adjustment to deferred taxes	0.0	0.8	0.4
Recognition of tax credits	(0.5)	(1.8)	(2.7)
Income tax expense before change in valuation allowance	(69.9)	19.2	18.6
Change in valuation allowance	2.4	0.2	1.0
Income tax (benefit) expense	$ (67.5)	$ 19.4	$ 19.6
Effective tax rate	28.10%	27.30%	25.80%

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Income Taxes - Schedule of Tax Years that Remain Subject to Examination for the Company's Major Tax Jurisdictions (Details)	12 Months Ended
	Dec. 31, 2020
United States - federal income tax | Minimum
Income Taxes
Tax years subject to examination	2017
United States - federal income tax | Maximum
Income Taxes
Tax years subject to examination	2020
United States - state and local income tax | Minimum
Income Taxes
Tax years subject to examination	2016
United States - state and local income tax | Maximum
Income Taxes
Tax years subject to examination	2020
Foreign - Canada and Puerto Rico | Minimum
Income Taxes
Tax years subject to examination	2016
Foreign - Canada and Puerto Rico | Maximum
Income Taxes
Tax years subject to examination	2020

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Benefit Plans - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Benefit Plans
Employee's eligibility age to receive a defined monthly benefit	65 years
Accrual for present value of future benefit payments	$ 3.4	$ 3.6
Expenses related to the plan	0.2	0.2	$ 0.4
Expenses related to the savings and retirement plan	0.9	2.0	2.1
Expenses for contributions not reimbursed by clients and related to multiemployer defined benefit and defined contribution plans	1.2	2.0	2.1
Non-qualified deferred compensation plan
Benefit Plans
Cash surrender value of life insurance contracts	20.3	17.3
Maximum annual contribution an employee is permitted to defer	0.1
Deferred compensation liability	20.3	20.4
Deferred benefits for certain former key executives | Central
Benefit Plans
Accrual for present value of future benefit payments	2.2	2.3
Expenses related to the plan	$ 0.3	0.3	$ 0.2
Minimum period over which the annual payments will be made when the executives retire or upon death or disability	10 years
Face value of life insurance contracts	$ 4.8	5.4
Cash surrender value of life insurance contracts	$ 3.4	$ 3.8
Savings and Retirement 401K Plan
Benefit Plans
Employer match of first tier of employee contributions (in percentage)	50.00%
First tier percentage of compensation eligible for match by employer	6.00%

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Benefit Plans - Multiemployer Defined Benefit Pension Plans (Details) - Multiemployer Defined Benefit Pension Plans - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Teamsters Local Union 727
Multiemployer plans
Pension Protection Zone Status	Green	Green	Green
Contributions	$ 0.3	$ 3.1	$ 3.2
Local 272 Labor Management
Multiemployer plans
Pension Protection Zone Status	Green	Green	Green
Contributions	$ 1.1	$ 1.3	$ 1.5

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Bradley Agreement - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Feb. 29, 2000	Dec. 31, 2020
Bradley International Airport Parking Facilities Operating Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Agreement period for operation of parking spaces	25 years
Effective date of agreement termination		May 31, 2020
Cash consideration to minority partners		$ 1.7
Connecticut Airport Authority
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Agreement effective date		Jun. 01, 2020

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Bradley Agreement - Schedule of Interest and Premium Received and Deficiency Payments (Details) - Bradley International Airport Parking Facilities Operating Agreement - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Loss Contingencies [Line Items]
Deficiency repayments	$ 0.1	$ 3.8	$ 3.9
Interest	$ 0.1	1.0	0.9
Premium		$ 0.4	$ 0.3

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Comprehensive (Loss) Income - Components of Other Comprehensive (Loss) Income and Income Tax Benefit Allocated (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accumulated Other Comprehensive Income Loss [Line Items]
Accumulated other comprehensive income (loss) before tax amount	$ (2.4)	$ (0.5)	$ (0.6)
Accumulated other comprehensive income (loss) tax amount	(0.7)	(0.2)
Accumulated other comprehensive income (loss) net of tax amount	(1.7)	(0.3)	(0.6)
Translation Adjustments
Accumulated Other Comprehensive Income Loss [Line Items]
Accumulated other comprehensive income (loss) before tax amount	0.1	0.1	(0.6)
Accumulated other comprehensive income (loss) net of tax amount	0.1	0.1	$ (0.6)
Change in Fair Value of Interest Rate Collars
Accumulated Other Comprehensive Income Loss [Line Items]
Accumulated other comprehensive income (loss) before tax amount	(2.5)	(0.6)
Accumulated other comprehensive income (loss) tax amount	(0.7)	(0.2)
Accumulated other comprehensive income (loss) net of tax amount	$ (1.8)	$ (0.4)

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Comprehensive (Loss) Income - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
AOCI Attributable to Parent, Net of Tax
Beginning Balance	$ 374.1
Other comprehensive (loss) income before reclassification	(2.8)	$ (0.3)	$ (0.6)
Amounts reclassified from accumulated other comprehensive loss	1.1
Ending Balance	183.1	374.1
Foreign Currency Translation Adjustments
AOCI Attributable to Parent, Net of Tax
Beginning Balance	(2.3)	(2.4)	(1.2)
Other comprehensive (loss) income before reclassification	0.1	0.1	(0.6)
Ending Balance	(2.2)	(2.3)	(2.4)
Foreign Currency Translation Adjustments | Cumulative Effect, Period of Adoption, Adjustment
AOCI Attributable to Parent, Net of Tax
Beginning Balance		(0.6)
Ending Balance			$ (0.6)
Accounting Standards Update Extensible List			us-gaap:AccountingStandardsUpdate201802Member
Change in Fair Value of Interest Rate Collars
AOCI Attributable to Parent, Net of Tax
Beginning Balance	(0.4)
Other comprehensive (loss) income before reclassification	(2.9)	(0.4)
Amounts reclassified from accumulated other comprehensive loss	1.1
Ending Balance	(2.2)	(0.4)
Accumulated Other Comprehensive Loss
AOCI Attributable to Parent, Net of Tax
Beginning Balance	(2.7)	(2.4)	$ (1.2)
Ending Balance	$ (4.4)	(2.7)	(2.4)
Accumulated Other Comprehensive Loss | Cumulative Effect, Period of Adoption, Adjustment
AOCI Attributable to Parent, Net of Tax
Beginning Balance		$ (0.6)
Ending Balance			$ (0.6)
Accounting Standards Update Extensible List			us-gaap:AccountingStandardsUpdate201802Member

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Comprehensive (Loss) Income - Reclassifications from Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accumulated Other Comprehensive Income Loss [Line Items]
Net realized loss	$ (20.8)	$ (18.6)	$ 0.9
Reclassifications from Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income Loss [Line Items]
Reclassifications before tax	1.5
Income tax benefit	0.4
Reclassifications, net of tax	1.1
Reclassifications from Accumulated Other Comprehensive Loss | Interest Rate Collars: Net Realized Loss
Accumulated Other Comprehensive Income Loss [Line Items]
Net realized loss	$ 1.5

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Legal Proceedings - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Reserves related to legal matters	$ 6.0

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Domestic and Foreign Operations - Narrative (Details)	12 Months Ended
	Dec. 31, 2020 segment
Segment Reporting [Abstract]
Number of operating segments	2

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Domestic and Foreign Operations - Schedule of Revenues and Gross Profit by Regions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Services revenue
Services revenue	$ 1,086.9	$ 1,663.7	$ 1,468.4
Gross profit
Gross profit	30.4	228.1	184.0
Lease Type Contracts
Services revenue
Services revenue	189.4	408.9	413.9
Gross profit
Gross profit	(5.6)	42.0	36.3
Management Type Contracts
Services revenue
Services revenue	359.6	526.0	361.5
Gross profit
Gross profit	133.1	186.1	147.7
Reimbursed Management Type Contract Revenue
Services revenue
Services revenue	537.9	728.8	693.0
Lease Impairment
Gross profit
Gross profit	97.1	0.0	0.0
Operating Segments | Lease Impairment
Gross profit
Gross profit	(97.1)
Operating Segments | Commercial
Services revenue
Services revenue	392.3	641.9	635.6
Gross profit
Gross profit	(27.4)	133.6	124.1
Operating Segments | Commercial | Lease Type Contracts
Services revenue
Services revenue	180.2	377.3	386.2
Gross profit
Gross profit	$ (10.4)	$ 29.5	$ 25.8
Gross margin percentage	(5.80%)	7.80%	6.70%
Operating Segments | Commercial | Management Type Contracts
Services revenue
Services revenue	$ 212.1	$ 264.6	$ 249.4
Gross profit
Gross profit	$ 80.1	$ 104.1	$ 98.3
Gross margin percentage	37.80%	39.30%	39.40%
Operating Segments | Aviation
Services revenue
Services revenue	$ 149.1	$ 282.5	$ 128.2
Gross profit
Gross profit	40.6	74.4	39.2
Operating Segments | Aviation | Lease Type Contracts
Services revenue
Services revenue	8.6	30.7	27.0
Gross profit
Gross profit	$ 0.7	$ 8.2	$ 7.3
Gross margin percentage	8.10%	26.70%	27.00%
Operating Segments | Aviation | Management Type Contracts
Services revenue
Services revenue	$ 140.5	$ 251.8	$ 101.2
Gross profit
Gross profit	$ 39.9	$ 66.2	$ 31.9
Gross margin percentage	28.40%	26.30%	31.50%
Segment Reconciling Items
Services revenue
Services revenue	$ 7.6	$ 10.5	$ 11.6
Gross profit
Gross profit	17.2	20.1	20.7
Segment Reconciling Items | Lease Type Contracts
Services revenue
Services revenue	0.6	0.9	0.7
Gross profit
Gross profit	4.1	4.3	3.2
Segment Reconciling Items | Management Type Contracts
Services revenue
Services revenue	7.0	9.6	10.9
Gross profit
Gross profit	$ 13.1	$ 15.8	$ 17.5