REVOLVING CREDIT, GUARANTY AND SECURITY AGREEMENT
SPAR PERFORMANCE GROUP, INC.
PERFORMANCE HOLDINGS, INC.
SPAR INCENTIVE MARKETING, INC.
DATED AS OF: June 30, 2002
SPAR ESOP Revolving Credit Agreement
Table of Contents
Provision Heading Page
SPAR ESOP Revolving Credit Agreement -i- NYC Doc. No. 808896
SPAR ESOP Revolving Credit Agreement -i-
Exhibit A Form of Revolving Promissory Note
Exhibit B [INTENTIONALLY OMITTED]
Exhibit C Addresses for Notices and Service
Exhibit D Schedule of Targeted Adjusted Cash Flows
Exhibit E Form of Financial Covenants Compliance Certificate
Schedule 1.01 Material Adverse Effect
Schedule 3.03 Certain Required Consents, Etc.
Schedule 3.05 Certain Conflicts, Etc.
Schedule 3.06 Litigation
Schedule 3.08(b) Certain Existing Defaults and Adverse Agreements
Schedule 3.10(a) Existing Indebtedness
Schedule 3.10(b) Existing Guaranties and other Credit Support
Schedule 3.10(c) Existing ERISA Plans
Schedule 3.11 Existing Subsidiaries, Partnerships, Ventures and Other
Schedule 3.12(b) Existing Liens and Encumbrances
Schedule 3.12(d) Insurance Policies
Schedule 3.12(e) Other Locations of Collateral
Schedule 3.12(f) Existing Employee Contracts and Arrangements
Schedule 3.12(g) Certain General Intangibles
Schedule 3.14(a) Machinery, Equipment and other Fixed Assets
Schedule 3.14(b) Real Estate Leases
Schedule 3.14(c) Real Estate Owned
Schedule 3.14(d) Equipment and other Personal Property Leases
Schedule 3.15 Intellectual Properties
Schedule 3.17 Pledged Securities
Schedule 3.19 Loan Party Securities
Schedule 6.11(b) Permitted Bonuses
THIS REVOLVING CREDIT, GUARANTY AND SECURITY AGREEMENT, dated as of June 30, 2002, is
by and among SPAR PERFORMANCE GROUP, INC., a Delaware corporation currently having an address at
2245 Keller Way, Carro