WAIVER AND AMENDMENT NO. 11
TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS WAIVER AND AMENDMENT NO. 11 (this “Agreement”) is entered into as of November 16,
2007, by and among SPAR MARKETING FORCE, INC. (“SMF”), SPAR, INC. (“SPAR”),
SPAR/BURGOYNE RETAIL SERVICES, INC (“SBRS”), SPAR GROUP, INC. (“SGI”), SPAR
INCENTIVE MARKETING, INC. (“SIM”), SPAR TRADEMARKS, INC. (“STM”), SPAR MARKETING,
INC. (DE) (“SMIDE”), SPAR MARKETING, INC. (NV) (“SMINV”), SPAR ACQUISITION, INC.
(“SAI”), SPAR TECHNOLOGY GROUP, INC. (“STG”), SPAR/PIA RETAIL SERVICES, INC. (“Pia
Retail”), RETAIL RESOURCES, INC. (“Retail”), PIVOTAL FIELD SERVICES, INC. (“Pivotal Field”), PIA
MERCHANDISING CO., INC. (“PIA”), PACIFIC INDOOR DISPLAY CO. (“Pacific”), PIVOTAL SALES
COMPANY (“Pivotal”), SPAR ALL STORE MARKETING SERVICES, INC., (“SAS”) and SPAR BERT
FIFE, INC. (“SBFI”) (each a “Borrower” and collectively “Borrowers”) and WEBSTER BUSINESS CREDIT
CORPORATION (formerly known as Whitehall Business Credit Corporation) (“Lender”).
The Borrowers and Lender are parties to that certain Third Amended and Restated Revolving Credit and
Security Agreement dated January 24, 2003 (as amended, restated, supplemented or otherwise modified from
time to time, the “Loan Agreement”) pursuant to which Lender provides the Borrowers with certain financial
The Borrowers have violated certain covenants and have requested Lender waive the resulting Events of
Default and Lender is willing to do so in connection with making certain amendments to the Loan Agreement.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter
made to or for the account of Borrowers by Lender, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions . All capitalized terms not otherwise defined or amended herein shall have the meanings