Common use of Exiting Lender Clause in Contracts

Exiting Lender. Each of BMO ▇▇▇▇▇▇ Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank (each, an “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement such that, after giving effect to this Agreement (a) such Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Commitment of each Lender shall be as set forth on the Commitment Schedule. The foregoing assignments, transfers and conveyances are without recourse to such Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25.

Exiting Lender. Each of BMO ▇▇▇▇▇▇ Bank, N.A., The Prudential Insurance Company of AmericaU.S. Bank, Prudential Legacy Insurance Company of New JerseyNational Association and KeyBank, KeyBank National AssociationAssociation (collectively, Sterling National Bank and Allegiance Bank (each, an the “Exiting LenderLenders”), hereby sellssell, assignsassign, transfers transfer and conveys convey to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing A&R Credit Agreement such that, after giving effect to this Agreement (a) such each Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing A&R Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing A&R Credit Agreement, (ii) cease to be a “Lender” under the Existing A&R Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing A&R Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Maximum Credit Amount and Elected Commitment of each Lender shall be as set forth on the Commitment ScheduleAnnex I hereto. The foregoing assignments, transfers and conveyances are without recourse to such each Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under the Existing A&R Credit Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 12.21 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.2512.21.

Exiting Lender. Each of BMO ▇▇▇▇▇▇ Truist Bank, N.A.The Toronto-Dominion Bank, The Prudential Insurance Company of AmericaNew York Branch, Prudential Legacy Insurance Company of New JerseyPNC Bank, KeyBank National Association, Sumitomo Mitsui Banking Corporation, Fifth Third Bank, National Association and Sterling National Bank and Allegiance Bank (eachcollectively, an the “Exiting LenderLenders”), hereby sellssell, assignsassign, transfers transfer and conveys convey to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement such that, after giving effect to this Agreement (a) such each Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Revolving Commitment of each Lender shall be as set forth on the Commitment ScheduleAnnex I hereto. The foregoing assignments, transfers and conveyances are without recourse to such each Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under the Existing Credit Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 10.13 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.2510.13.

Exiting Lender. Each of BMO ▇▇▇▇▇▇ Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank (each, an entity executing this Amendment under the heading “Exiting Lender”), hereby sellsin its capacity as an existing Lender under the Existing Credit Agreement, assigns, transfers and conveys to is signing this Amendment for the Lenders hereto, and each sole purpose of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, amending the Existing Credit Agreement such thatand assigning its Revolving Commitments and outstanding Loans to the other Lenders party hereto. On the Third Amendment Effective Date, after giving effect to this Agreement (a) the outstanding Loans and Revolving Commitments of such Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement as agreed shall be fully assigned at par to the other Lenders party hereto to the extent necessary such that after giving effect thereto, the Revolving Commitments (and calculated related Loans) shall be held by the Lenders that are not Exiting Lenders according to Schedule 2.01(a) attached to Annex II, provided that interest and fees that have accrued for the account of such Exiting Lender and prior to the Administrative Agent Third Amendment Effective Date will be paid to such Exiting Lender. Upon satisfaction of the conditions of effectiveness set forth in accordance with Section 3 of this Amendment, the Existing Credit Agreement, Exiting Lender shall no longer (iia) cease to be a “Lender” Lender under the Existing Credit Agreement and the “Loan Documents” as defined therein and or (iiib) relinquish its rights (other than have any rights, remedies or obligations with respect to being a Lender, except for those rights applicable to all Lenders which would that expressly survive a termination of the Existing Credit Agreement) and Agreement or termination of any Revolving Commitment thereunder. The assignment effected by this Section shall be released from its obligations under an assignment for all purposes of the Existing Credit Agreement and shall be deemed to have been consummated in accordance with Section 11.06 of the other “Loan Documents” Existing Credit Agreement. If any Person identified on the signature pages hereto as defined thereinan Exiting Lender does not execute this Amendment, this Amendment shall nonetheless become effective without such Lender’s execution in accordance with Section 11.01 of the Credit Agreement, and (b) the Commitment of each such Lender shall be as set forth on the Commitment Schedule. The foregoing assignments, transfers and conveyances are without recourse deemed to such Exiting be a Non-Consenting Lender and without any warranties whatsoever by is hereby replaced as provided in Section 11.13 of the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interestsCredit Agreement. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25.THIRD AMENDMENT AND COMMITMENT INCREASE TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (Commercial Metals Company) – Page 8

Exiting Lender. Each Simultaneously with the effectiveness of BMO ▇▇▇▇▇▇ Bankthis Amendment, N.A.the Exiting Lender shall be deemed to have, The Prudential Insurance Company of Americaand does hereby sell, Prudential Legacy Insurance Company of New Jerseyassign, KeyBank National Association, Sterling National Bank transfer and Allegiance Bank convey to each other Lenders hereunder that is increasing its Commitment (each, an the “Exiting LenderIncreasing Lenders”), hereby sells, assigns, transfers ) and conveys to the Lenders heretoNew Lender, and each of the Increasing Lenders hereto and the New Lender hereby purchases and accepts, so much the Commitments and Loans of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement Exiting Lender such that, after giving effect to this Agreement Amendment, (a) such the Exiting Lender shall (i) be paid in full in cash for all amounts owing to the Exiting Lender under the Existing Credit Agreement as agreed and calculated by such the Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” Lender under the Existing Credit Agreement and the “other Loan Documents” as defined therein Documents and (iii) relinquish its rights (other than those provided that it shall still be entitled to any rights applicable to all Lenders which would expressly by their express terms survive a termination the termination, repayment, satisfaction or discharge of the Existing Exiting Lender’s obligations under the Credit AgreementAgreement in respect of any circumstance or event or condition arising prior to the Amendment Effective Date) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, Documents and (b) the Commitment Commitments of each of the Increasing Lenders and the New Lender shall be as set forth on Schedule 2.01 hereto. Such purchases shall be deemed to have been effected by way of, and subject to the Commitment Scheduleterms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The foregoing assignments, transfers and conveyances are without recourse to such the Exiting Lender and without any warranties whatsoever by the Administrative Agent or such the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Increasing Lenders, the New Lender and the Administrative Agent shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement Amendment for the sole purpose of evidencing its agreement to this Section 9.25 8 only and for no other purpose purpose. For the avoidance of doubt, each Swap Agreement between the Company or any of its Restricted Subsidiaries and the Exiting Lender that is in existence on the Amendment Effective Date, shall have no continue to constitute Lender Swap Agreements and the obligations under this in respect thereof shall continue to constitute Obligations for all purposes of the Credit Agreement except as set forth in and the other Loan Documents, notwithstanding the assignment by the Exiting Lender pursuant to this Section 9.258.

Exiting Lender. Each of BMO ▇▇▇▇▇▇ JPMorgan Chase Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank N.A. (each, an the “Exiting Lender”)) hereby sells and assigns to Bank of America, hereby sellswithout recourse and without representation or warranty except as expressly set forth in Section 4.3 below, assigns(i) the principal amount of all of Exiting Lender's outstanding Revolver Loans and participations in LC Obligations and (ii) all of Exiting Lender’s Revolving Commitment and all rights and obligations under the Original Loan Agreement and the other Loan Documents as of the date hereof, transfers including, without limitation, all obligations under Article II regarding Revolving Loans and conveys to the Lenders heretoLetters of Credit and participations therein, and each Bank of the Lenders hereto America hereby purchases and acceptsassumes from Exiting Lender, so much all of the aggregate Commitments under, and Loans outstanding under, foregoing (the Existing Credit Agreement such that“Exiting Lender Assignment”). On the Effective Date, after giving effect to this Agreement (a) such the Exiting Lender Assignment, Exiting Lender shall (i) be paid in full in cash for all amounts owing to it under the Existing Credit Original Loan Agreement as agreed from or on behalf of Bank of America (with respect to principal) and calculated by such Exiting Lender and Borrowers (in the Administrative Agent in accordance with the Existing Credit Agreementcase of all other amounts), (ii) cease to be a “Lender” under the Existing Credit Original Loan Agreement and the “other Loan Documents” as defined therein , and (iii) relinquish its rights (other than those provided, that it shall still be entitled to any rights applicable which by their express terms survive the repayment of its obligations under the Original Loan Agreement in respect of any circumstance, event or condition arising prior to all Lenders which would expressly survive a termination of the Existing Credit AgreementEffective Date) and be released from its obligations under the Existing Credit Original Loan Agreement and the other “Loan Documents” as defined therein, and (b) the Commitment of each Lender . The agreements set forth in this Section 4.1 shall be as set forth on deemed to be an "Assignment and Acceptance" for all purposes under the Commitment Schedule. The foregoing assignmentsOriginal Loan Agreement and, transfers and conveyances are without recourse to such notwithstanding the terms of the Original Loan Agreement, the Exiting Lender Assignment shall be deemed to have been effected by an Assignment and Acceptance without the payment of any warranties whatsoever by the Administrative Agent related assignment fee and no other documents or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, instruments (other than the warranty this Agreement) shall be required to be executed in connection therewith (all of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interestswhich are hereby waived). The Exiting Lender is executing this Agreement solely for the sole purpose purposes of evidencing its agreement agreeing to and being bound by this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.254.1.

Exiting Lender. Each Effective as of BMO December 12, ▇▇▇▇ (▇▇▇ "▇▇▇▇ ▇▇▇▇▇▇ BankDate"), N.A., The Prudential Insurance Company the Commitment Amount of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling First Union National Bank and Allegiance Bank (each, an “Exiting Lender”), hereby sells, assigns, transfers and conveys to "First Union") shall terminate. If the Lenders hereto, and each outstanding principal balance of all Loans on the Exit Payoff Date exceeds the sum of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement such thatCommitment Amounts, after giving effect to this such termination, the Company shall repay the Loans in the amount of such excess, together with all interest, fees and other amounts payable to First Union, if any, under the Credit Agreement as of the Exit Date. Provided there is no Default or Event of Default or any other failure to satisfy the conditions pursuant to Loans under the Credit Agreement on the Exit Date, the Agent shall request that each of the Lenders (other than First Union) make Loans on the Exit Date in the amount, if any, required to increase its outstanding Loans to its Percentage Share of all outstanding Loans, and shall deliver the proceeds of such Loans to the Agent; provided, however, that should any Lender fail to make such Loans on the Exit Date, the Company shall repay the Loans in the amount that such Lender failed to deliver to the Agent. The aggregate unpaid principal amount of the Loans made by First Union under the Credit Agreement, together with all interest, fees and other amounts, if any, payable to First Union under the Credit Agreement as of the Exit Date (the "Payoff Amount"), shall be repaid in full from the funds provided by the Company and the proceeds of Loans made by the other Lenders. The Agent shall distribute to First Union by not later than 3:00 P.M. (Minneapolis time) on the Exit Date out of the proceeds of the funds provided by the Company and the Loans made by the other Lenders for such purpose, the amount required to pay First Union's Payoff Amount in full, whereupon: (a) such Exiting Lender First Union shall (i) no longer be paid in full in cash for all amounts owing under a party to the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, ; and (b) First Union shall not be deemed to be a "Lender" for any purpose under the Commitment of each Lender shall be as set forth on the Commitment Schedule. The foregoing assignments, transfers and conveyances are without recourse to such Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25Credit Agreement.

Exiting Lender. Each Simultaneously with the effectiveness of BMO ▇▇▇▇▇▇ Bankthis Agreement, N.A.Deutsche Bank Trust Company Americas, The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank who has been a Lender under the Credit Agreement and Allegiance Bank who executes this Agreement below as an Exiting Lender (each, an the “Exiting Lender”), hereby sells, assigns, transfers and conveys shall be deemed to the Lenders heretohave, and each of does hereby sell, assign, transfer and convey to Deutsche Bank AG New York Branch (the Lenders hereto “New DB Lender”), and the New DB Lender hereby purchases and accepts, so much accepts the Revolving Credit Commitments and Loans of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement Exiting Lender such that, after giving effect to this Agreement Agreement, (a) such the Exiting Lender shall (i) be paid in full in cash for all amounts owing to the Exiting Lender under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” Lender under the Existing Credit Agreement and the “Loan Documents” as defined therein , and (iii) relinquish its rights (other than those provided that it shall still be entitled to any rights applicable of indemnification in respect of any circumstance, event or condition arising prior to all Lenders which would expressly survive a termination of the Existing Credit AgreementAmendment Effective Date) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, Documents and (b) the Revolving Credit Commitment of each the New DB Lender shall be as set forth on its signature page to this Agreement, and the Commitment ScheduleNew DB Lender shall hereafter have, and does hereby assume, all of the rights and obligations of a Lender under the Credit Agreement and the Loan Documents. Without limiting the foregoing, the New DB Lender, by its execution of this Agreement, shall be deemed to have accepted and agreed to the provisions set forth in the form of Assignment and Assumption attached as Exhibit D to the Credit Agreement, as if such provisions were set forth herein, all of which are incorporated herein by this reference. The foregoing assignmentsassignment, transfers transfer and conveyances are conveyance is without recourse to such the Exiting Lender and without any warranties whatsoever by the Administrative Agent Agent, the Issuing Banks or such the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. No fees shall be due by or to any Person in connection with this assignment, all of which are hereby waived by any party entitled to same. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only 11 and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25purpose.

Exiting Lender. Each of BMO ▇▇▇▇▇▇ Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank parties hereto acknowledge and Allegiance Bank agree that simultaneously with the Amendment Effective Date (each, an “Exiting Lender”as defined below), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement such that, after giving effect to this Agreement (a) such Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Revolving Commitment of each Revolving Lender shall be as set forth in Schedule 1.01(b) of the Credit Agreement (as amended hereby), and the outstanding amount of the Revolving Loans (the “Outstanding Loans”) (without giving effect to any advances of Revolving Loans under the Credit Agreement on the Commitment Schedule. The foregoing assignmentsAmendment Effective Date, transfers but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Revolving Commitments (and conveyances are without recourse to such the principal amount of Revolving Loans held by the Exiting Lender shall be $0.00), and the requisite assignments shall be deemed to be made in such amounts among the Lenders (including the Exiting Lender) with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumptions. Notwithstanding anything to the contrary in Section 11.06 of the Credit Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption under the Credit Agreement but without the payment of any warranties whatsoever by related assignment fee or pro rata assignment requirement in Section 11.06(b) of the Credit Agreement, and no other documents or instruments, shall be, or shall be required to be, executed in connection with such assignments (all of which requirements are hereby waived). On the Amendment Effective Date (as defined below), the Lenders (including the Exiting Lender) shall make full cash settlement with one another with respect to the Outstanding Loans, Commitments and Total Credit Exposure, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments and Total Credit Exposure, such Exiting that after giving effect to such settlements the Commitments of each Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than of the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only and for no other purpose and Amendment Effective Date (as defined below) shall have no obligations under this Agreement except be as set forth on Schedule 1.01(b) of the Credit Agreement (as amended hereby) (and in this Section 9.25the case of the Exiting Lender, the Exiting Lender’s principal, interest and other Obligations shall be paid in full).

Exiting Lender. Each of BMO ▇▇▇▇▇▇ BankDeutsche Bank AG, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank York Branch (each, an the “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing A&R Credit Agreement such that, after giving effect to this Agreement (a) such Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing A&R Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing A&R Credit Agreement, (ii) cease to be a “Lender” under the Existing A&R Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing A&R Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Maximum Credit Amount and Elected Commitment of each Lender shall be as set forth on the Commitment ScheduleAnnex I hereto. The foregoing assignments, transfers and conveyances are without recourse to such Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under the Existing Credit Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 12.21 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.2512.21.

Exiting Lender. Each of BMO ▇▇▇▇▇▇ Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank (each, an “Exiting Lender”), Lender hereby made pursuant to Section 2.01 sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement such that, after giving effect to this Agreement (a) such Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement Agreement, as of the Effective Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Commitment ​ ​ ​ ​ of each Lender shall be as set forth on the Commitment ScheduleSchedule 2.01 hereto. The foregoing assignments, transfers and conveyances are without recourse to such Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under this Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 9.19 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.259.19. [Signature Pages Follow] ​ ​ ​ ​ Exhibit E-1 ​ ​ ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ With a copy to: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION ▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇ Blvd., MAC: D1109-019, Charlotte, NC 28262 Attention: Agency Services The undersigned hereby certifies that he or she is the [ _______ ] of SOLARIS MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), and that as such he or she is authorized to execute this Borrowing Request (the “Request”) in such capacity on behalf of the Borrower pursuant to that certain Second Amended and Restated Credit Agreement (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of April 1, 2021, by and among the Borrower, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Lenders from time to time a party thereto. Terms that are defined in the Credit Agreement are used herein with the meanings given them in the Credit Agreement. ​ The (check one) [___] Loan [___] Letter of Credit being requested hereby is to be in the amount set forth in item (b) below, as applicable, and is requested to be made on __________________, which is a Business Day. ​ The Loan requested hereby is to be an (check one) [___] Base Rate Borrowing [___] SOFR Borrowing, with an initial Interest Period of (check one) one [___] three [___] months or six [___] months (if a SOFR Borrowing). ​ To induce Lenders to make such Loans or Letter of Credit, as applicable, Borrower hereby represents, warrants, acknowledges, and agrees to and with the Administrative Agent and each Lender that: ​ (a) As of the date hereof: (1) The aggregate outstanding amount of Revolving Exposure, before giving effect to the Borrowing requested hereunder, is: $__________ (2) The LC Exposure as of the date hereof, before giving effect to the Letter of Credit, if any, requested hereby, is:$__________ (3) The aggregate available unused Revolving Commitments of all Lenders [$200,000,000.00, minus the amount in (a)(1) above], if positive, is:$__________ ​ ​ ​ (4) [The Consolidated Cash Balance of the Borrower and its Subsidiaries, immediately after giving effect to such Borrowing (including the application of the proceeds thereof on the date of such Borrowing) is]:1 $__________ (b) If and only if the aggregate unused Revolving Commitments of all Lenders is positive, the Borrower hereby requests under this Request a Loan or Letter of Credit (as indicated above) in the amount of $____________ (which is no more than the aggregate unused Revolving Commitments of all Lenders).

Exiting Lender. Each Section 4.1 The Exiting Lender hereby (a) agrees that upon receipt of BMO ▇▇▇▇▇▇ Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank an amount equal to all outstanding Loans and Allegiance Bank (each, an “Exiting Lender”), hereby sells, assigns, transfers and conveys other Obligations owing to the Exiting Lender under the Loan Agreement and the other Loan Documents on the Effective Date, the Exiting Lender shall cease with immediate effect to be a Lender under the Loan Agreement and the other Loan Documents, (b) assigns all of its respective rights and obligations under the Loan Agreement as a “Lender” (the “Assigned Interest”) to any other Person that is remaining as a Lender thereunder or the New Lender and (c) in connection with such assignment, represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest and (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim. Section 4.2 Without limiting the foregoing, the Agent and the Lenders hereto, agree that the Tranche A Revolver Commitment and the Tranche B Revolver Commitment of each of the Lenders hereto hereby purchases and accepts, so much immediately prior to the effectiveness of this Agreement on the aggregate Commitments under, and Loans outstanding under, Effective Date shall be reallocated among the Existing Credit Agreement Lenders such that, immediately after giving effect to the effectiveness of this Agreement (a) such Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with its terms on the Existing Credit AgreementEffective Date, (ii) cease to be a “Lender” under the Existing Credit Agreement Tranche A Revolver Commitment, the Tranche B Revolver Commitment and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Total Commitment of each Lender shall be as set forth on Schedule 1.1 in Annex II attached hereto. In order to effect such reallocations, assignments shall be deemed to be made among the Commitment ScheduleLenders at par in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by an Assignment and Acceptance (but without the payment of any related assignment fee or any other fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived by each party hereto, as applicable). The foregoing assignments, transfers parties hereto (including Borrowers) agree that all of the assignments by and conveyances are without recourse to such among Lenders hereunder (including among Exiting Lender and without New Lender or other Lenders) shall be deemed made in accordance with Section 13.3 of the Credit Agreement. Section 4.3 Further, to effect the foregoing, each Lender immediately after the effectiveness of this Agreement on the Effective Date agrees to make cash settlements in respect of any warranties whatsoever outstanding Revolver Loans (regardless of whether such outstanding Revolver Loans were held by such Lender immediately prior to the Administrative effectiveness of this Agreement on the Effective Date), either directly or through the Agent, as the Agent may direct or approve, such Exiting that after giving effect to this Agreement each Lender holds Tranche A Revolver Loans and Tranche B Revolver Loans, as applicable, on a Pro Rata basis (based on the Tranche A Revolver Commitment and Tranche B Commitment, as applicable, of each Lender as set forth on Schedule 1.1 in Annex II attached hereto). To the extent the reallocation permitted pursuant to title, enforceability, collectability, documentation or freedom from liens or encumbrances, this Article 4 results in the prepayment of a Term SOFR Loan in whole or in part, other than the warranty Lenders immediately after the effectiveness of such this Agreement on the Effective Date hereby agree to waive any reimbursement obligations of the Borrowers arising under the Loan Agreement in connection therewith (it being understood and agreed, however, that should the Exiting Lender that it has not previously soldrequire payment of any such reimbursement obligations, transferred, conveyed or encumbered such interests. The Exiting Lender is executing this Agreement for the sole purpose Borrowers shall be liable therefor in accordance with the terms of evidencing its agreement to this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25the Loan Agreement).

Exiting Lender. Each On the Effective Date, The Huntington National Bank, (“Exiting Lender”) shall cease to be a Lender under, or a party to, the Loan Agreement and the other Loan Documents. As a condition to the effectiveness of BMO this Amendment, Borrower shall pay to the Agent for the account of Exiting Lender all outstanding interest, fees and other amounts due or accrued and unpaid to Exiting Lender under the Existing Loan Agreement and the other Loan Documents (it being understood that the outstanding principal balance of the Term Loans payable to Exiting Lender on the Effective Date shall be paid by the Advances made by certain of the Lenders pursuant to Section 3(a) of this Amendment as a part of the reallocation of Term Loans contemplated thereby), and the Agent shall remit such amounts to Exiting Lender on the Effective Date. B▇▇▇▇▇▇ Bank▇▇, N.A.Guarantor, The Prudential Insurance Company Agent and Lenders hereby consent to the making of America, Prudential Legacy Insurance Company all such payments to Exiting Lender as contemplated in Section 3(a) above and this Section 3(c). Upon the making of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank (each, an “such payments to Exiting Lender”, except for those terms, conditions, and provisions, which by their express terms survive the termination of any Lender’s obligations under the Loan Documents (including, without limitation, any applicable indemnification or reimbursement provisions), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement such that, after giving effect to this Agreement (a) such Exiting Lender shall (i) be paid in full in cash for all amounts owing have no further rights, duties or obligations with respect to or under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Commitment of each Lender shall be as set forth on the Commitment Schedule. The foregoing assignments, transfers and conveyances are without recourse to such Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously soldbeen issued a Note pursuant to the Existing Loan Agreement will, transferredpromptly after the Effective Date, conveyed or encumbered return to Borrower such interests. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25Note, marked “Cancelled”.

Exiting Lender. Each of BMO ▇▇▇▇▇▇ Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank lender executing below (each, an the “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement such that, after giving effect to this Agreement (a) such Exiting Lender shall (i) be paid in full in cash for all amounts owing is a “Lender” under the Existing Credit Agreement that is not continuing as agreed a lender under the First Amended and calculated by such Exiting Lender and Restated Senior Secured Credit Agreement to which this signature page is attached (the Administrative Agent in accordance “Amended Credit Agreement”). Simultaneously with the Existing Closing Date of the Amended Credit Agreement, (ii) the Exiting Lender shall cease to be a “Lender” under the Existing Credit Agreement, and shall have no further liabilities or obligations thereunder; provided that, notwithstanding anything else First Amended and Restated Senior Secured Credit Agreement provided herein or otherwise, any rights of the Exiting Lender under the Loan Documents (as defined in the Existing Credit Agreement) that are intended by their express terms to survive termination of the Commitments (as defined in the Existing Credit Agreement) and/or the repayment, satisfaction or discharge of obligations under any such Loan Document shall survive for the Exiting Lender. Furthermore, the Exiting Lender shall not be a “Lender” under the Amended Credit Agreement and shall not have any liabilities or obligations under the Amended Credit Agreement. To the extent required under the Existing Credit Agreement, the Exiting Lender consents to the amendment of the Existing Credit Agreement and the “Loan Documents” (as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of in the Existing Credit Agreement) ). Upon the Closing Date, the Borrower shall pay all outstanding amounts due or accrued and be released from its obligations unpaid to the Exiting Lender under the Existing Credit Agreement and the other “Loan Documents” (as defined thereinin the Existing Credit Agreement), including all principal, accrued and (b) the Commitment of each Lender shall be as set forth on the Commitment Scheduleunpaid interest and fees. The foregoing assignments, transfers and conveyances are without recourse to such undersigned Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Exiting Lender is executing duly executed this Agreement for the sole limited purpose of evidencing its agreement acknowledging and agreeing to this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as the terms set forth in this Section 9.25.above under “Exiting Lender”:

Exiting Lender. Each of BMO ▇▇▇▇▇▇ Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank (each, an “Exiting Lender”), Lender hereby made pursuant to Section 2.01 sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement such that, after giving effect to this Agreement (a) such Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement Agreement, as of the Effective Date as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Commitment of each Lender shall be as set forth on the Commitment ScheduleSchedule 2.01 hereto. The foregoing assignments, transfers and conveyances are without recourse to such Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under this Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 9.19 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.259.19.

Exiting Lender. Each of BMO ▇▇▇▇▇▇ BankDeutsche Bank AG, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank York Branch (each, an the “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing A&R Credit Agreement such that, after giving effect to this Agreement (a) such Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing A&R Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing A&R Credit Agreement, (ii) cease to be a “Lender” under the Existing A&R Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing A&R Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Maximum Credit Amount and Elected Commitment of each Lender shall be as set forth on the Commitment ScheduleAnnex I hereto. The foregoing assignments, transfers and conveyances are without recourse to such Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under the Existing Credit Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 12.21 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25.12.21. [SIGNATURES BEGIN NEXT PAGE] 130

Exiting Lender. (a) Each of BMO ▇▇▇▇▇▇ BankPerson executing this Agreement under the heading “Exiting Lender” on the signature pages hereto, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank in its capacity as a lender under the Credit Agreement (each, an “Exiting Lender”), hereby sells, assigns, transfers and conveys to is signing this Agreement for the Lenders hereto, and each purposes of amending the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement such that, after as contemplated by Section 3 and assigning its loans and commitments under the Credit Agreement on the Effective Date to one or more Lenders under the Amended Credit Agreement as set forth in Sections 1 and 2. Upon giving effect to this Amendment, no Exiting Lender shall have any rights, obligations or duties as a Lender under the Amended Credit Agreement or any other Loan Document, except for any right, obligation or duty which by the express terms of the Credit Agreement or any other Loan Document would survive termination of the Credit Agreement or such other Loan Document and the Borrower shall have no obligations or liabilities to any Exiting Lender under the Amended Credit Agreement or any other Loan Document, except for obligations or liabilities which by the express terms of the Credit Agreement or any other Loan Document would survive termination of the Credit Agreement or such other Loan Document. (ab) The Borrower shall pay to each Exiting Lender all outstanding obligations with respect to the Loans and Commitments owing to such Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance connection with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined thereinDocuments substantially contemporaneously with the Effective Date. At the expense of the Borrower, and (b) the Commitment of each Exiting Lender shall take such further action and execute such other documents as may be necessary to effectuate the purposes of this Section 7; provided that the Borrower shall not be responsible for paying any fee incurred under Section 11.06(b)(iv) of the Credit Agreement on behalf of any Existing Lender. CHAR1\1886785v7 Each of the parties hereto has caused a counterpart of this Fifth Amendment to be duly executed and delivered as set forth on of the Commitment Scheduledate first above written. The foregoing assignmentsBORROWER: SP PLUS CORPORATION, transfers a Delaware corporation By: /s/ K▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Name: K▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Chief Financial Officer and conveyances are without recourse to such Exiting Lender Treasurer GUARANTORS: ATLANTA PROVISIONS, LLC, a Florida limited liability company A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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/ K▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Name: K▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Vice President, Chief Financial Officer and without any warranties whatsoever by the Treasurer [Signature Pages Continue] CHAR1\1886785v7 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 E▇▇▇▇▇ 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/ K▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Name: K▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Vice President, Chief Financial Officer and Treasurer [Signature Pages Continue] CHAR1\1886785v7 KCPC HOLDINGS, INC., a Delaware corporation K▇▇▇▇▇ 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 M▇▇▇▇▇▇ LEASING, LLC, a Florida limited liability company M▇▇▇▇▇▇ TRUCKING LLC, a Delaware limited liability company MIAMI DADE CONVEYANCE, LLC, a Florida limited liability company MINNEAPOLIS TRANSFER, LLC, a Florida limited liability company N▇▇▇▇▇▇.▇▇▇, 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 REMOTE CHECK-IN, LLC, a Delaware limited liability company RSF SECURE, LLC, a Delaware limited liability company By: /s/ K▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Name: K▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Vice President, Chief Financial Officer and Treasurer [Signature Pages Continue] CHAR1\1886785v7 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/ K▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Name: K▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Vice President, 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/ K▇▇▇▇▇▇▇▇▇ ▇. ROY___________ Name: K▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: Chief Financial Officer and Treasurer CHAR1\1886785v7 ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent or such Exiting By: /s/ K▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: K▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President CHAR1\1886785v7 LENDERS: BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swingline Lender as to titleBy: /s/ D▇▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President CHAR1\1886785v7 W▇▇▇▇ FARGO BANK, enforceabilityNATIONAL ASSOCIATION By: /s/ P▇▇ ▇▇▇▇▇▇▇▇ Name: P▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President CHAR1\1886785v7 BMO H▇▇▇▇▇ BANK N.A. By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director CHAR1\1886785v7 JPMORGAN CHASE BANK, collectabilityN.A. By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Director CHAR1\1886785v7 KEYBANK NATIONAL ASSOCIATION By: /s/ A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President CHAR1\1886785v7 U.S. BANK NATIONAL ASSOCIATION By: /s/ K▇▇▇▇ ▇. ▇▇▇▇▇ Name: K▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President [Signature Pages Continue] CHAR1\1886785v7 ASSOCIATED BANK, documentation or freedom from liens or encumbrancesN.A. By: /s/ C▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: C▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President CHAR1\1886785v7 PNC BANK, in whole or in partNATIONAL ASSOCIATION By: /s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Assistant Vice President CHAR1\1886785v7 FIRST HAWAIIAN BANK By: /s/ D▇▇▇▇ ▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President CHAR1\1886785v7 EXITING LENDER: CIBC BANK USA By: /s/ L▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: L▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Officer CHAR1\1886785v7 CHAR1\1886785v7 SP Plus Corporation 2▇▇ ▇. ▇▇▇▇▇▇▇▇ Street Suite 7700 Chicago, other than the warranty of such Exiting Lender that it has not previously soldIL 60601 Attention: K▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇, transferred, conveyed or encumbered such interests. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only Chief Financial Officer and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25Treasurer Telephone: 3▇▇-▇▇▇-▇▇▇▇ Electronic Mail: k▇▇▇@▇▇▇▇▇▇.▇▇▇

Exiting Lender. Each Simultaneously with the effectiveness of BMO ▇▇▇▇▇▇ Bankthis Agreement, N.A.Deutsche Bank Trust Company Americas, The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank who has been a Lender under the Original Credit Agreement and Allegiance Bank who executes this Agreement below as an Exiting Lenders (each, an the “Exiting Lender”), hereby sells, assigns, transfers and conveys shall be deemed to the Lenders heretohave, and each of does hereby sell, assign, transfer and convey to Deutsche Bank AG New York Branch (the Lenders hereto “New DB Lender”), and the New DB Lender hereby purchases and accepts, so much accepts the Commitments and Loans of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement Exiting Lender such that, after giving effect to this Agreement Agreement, (a) such the Exiting Lender shall (i) be paid in full in cash for all amounts owing to the Exiting Lender under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Original Credit Agreement, (ii) cease to be a “Lender” Lender under the Existing Original Credit Agreement or this Agreement and the “Loan Documents” as defined therein , and (iii) relinquish its rights (other than those provided that it shall still be entitled to any rights applicable of indemnification in respect of any circumstance, event or condition arising prior to all Lenders which would expressly survive a termination of the Existing Credit AgreementClosing Date) and be released from its obligations under the Existing Original Credit Agreement, this Agreement and the other “Loan Documents” as defined therein, Documents and (b) the Commitment of each the New DB Lender shall be as set forth on Schedule 1.1A to this Agreement, and the Commitment ScheduleNew DB Lender shall hereafter have, and does hereby assume, all of the rights and obligations of a Lender under this Agreement and the Loan Documents. Without limiting the foregoing, the New DB Lender, by its execution of this Agreement, shall be deemed to have accepted and agree to the provisions set forth in the form of Assignment and Assumption attached hereto as Exhibit D and in the Annex 1 attached thereto applicable to the New DB Lender, as if such provisions were set forth herein, all of which are incorporated herein by this reference. The foregoing assignmentsassignment, transfers transfer and conveyances are conveyance is without recourse to such the Exiting Lender and without any warranties whatsoever by the Administrative Agent Agent, the Issuing Lender or such the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. No fees shall be due by or to any Person in connection with this assignment, all of which are hereby waived by any party entitled to same. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only 10.18 and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25purpose.

Exiting Lender. Each Simultaneously with the amendment and restatement of BMO the Existing ▇▇▇▇▇▇▇ Credit Agreement on the Closing Date under Section 2.01(c), RB International Finance (USA) LLC (formerly known as RZB Finance LLC) (the “Exiting Lender”) shall be deemed to have irrevocably sold and assigned ratably to the Revolving Lenders (the “Assignees”), and the Assignees shall be deemed to have irrevocably purchased and assumed from the Exiting Lender, all of the Exiting Lender’s rights and obligations in its capacity as a lender under the Existing ▇▇▇▇▇▇▇ Credit Agreement and any other documents or instruments delivered pursuant thereto with respect to the Exiting Lender’s Maximum Revolving Credit Amount, Revolving Commitment, Revolving Loans and LC Disbursements owing to such Exiting Lender. Such sales, assignments, purchases and assumptions shall be deemed to have been effected by way of, and subject to the terms and conditions of, an Assignment and Assumption attached as Exhibit F to this Agreement without the payment of any related assignment fee, and, except for replacement Notes to be provided to the Assignees in the appropriate principal amounts (to the extent the Assignees request to receive such Notes), no other documents or instruments shall be, or shall be required to be, executed in connection with such sales, assignments, purchases and assumptions (all of which are hereby waived). The Exiting Lender and the Assignees shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such sales, assignments, purchases and assumptions. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President and Chief Financial Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President and Chief Financial Officer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Associate By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President By: /s/ Puiki Lok Name: Puiki Lok Title: Vice President By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Relationship Manager By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director, Co-Head By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Authorized Signatory Acknowledged and agreed, solely for the purposes of the undersigned being an Exiting Lender under Section 12.18 of this Agreement, by: RB INTERNATIONAL FINANCE (USA) LLC (formerly known as RZB Finance LLC) By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: First Vice President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Vice President JPMorgan Chase Bank, N.A. 5.80% $ 145,000,000.00 $ 58,000,000.00 ▇▇▇▇▇ Fargo Bank, N.A. 5.80% $ 145,000,000.00 $ 58,000,000.00 Bank of America, N.A. 5.80% $ 145,000,000.00 $ 58,000,000.00 Compass Bank 5.40% $ 135,000,000.00 $ 54,000,000.00 U.S. Bank National Association 5.40% $ 135,000,000.00 $ 54,000,000.00 Capital One, National Association 5.40% $ 135,000,000.00 $ 54,000,000.00 SunTrust Bank 5.40% $ 135,000,000.00 $ 54,000,000.00 Royal Bank of Canada 4.20% $ 105,000,000.00 $ 42,000,000.00 Canadian Imperial Bank of Commerce, New York Branch 4.20% $ 105,000,000.00 $ 42,000,000.00 MUFG Union Bank, N.A. 4.20% $ 105,000,000.00 $ 42,000,000.00 KeyBank National Association 4.20% $ 105,000,000.00 $ 42,000,000.00 The Bank of Nova Scotia 4.20% $ 105,000,000.00 $ 42,000,000.00 Santander Bank, N.A. 4.20% $ 105,000,000.00 $ 42,000,000.00 ABN Amro Capital USA LLC 4.20% $ 105,000,000.00 $ 42,000,000.00 ING Capital LLC 4.20% $ 105,000,000.00 $ 42,000,000.00 Comerica Bank 2.80% $ 70,000,000.00 $ 28,000,000.00 BOKF, N.A., d/b/a Bank of Oklahoma 2.80% $ 70,000,000.00 $ 28,000,000.00 Fifth Third Bank 2.80% $ 70,000,000.00 $ 28,000,000.00 Branch Banking and Trust Company 2.80% $ 70,000,000.00 $ 28,000,000.00 BNP Paribas 2.80% $ 70,000,000.00 $ 28,000,000.00 Sumitomo Mitsui Banking Corporation 2.80% $ 70,000,000.00 $ 28,000,000.00 HSBC Bank USA, National Association 2.80% $ 70,000,000.00 $ 28,000,000.00 Natixis 2.80% $ 70,000,000.00 $ 28,000,000.00 Regions Bank 2.80% $ 70,000,000.00 $ 28,000,000.00 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. 1.40% $ 35,000,000.00 $ 14,000,000.00 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. 0.80% N/A $ 8,000,000.00 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.N.A. 0.80% $ 20,000,000.00 N/A $[ ] [ ], The Prudential Insurance Company of America201[ ] FOR VALUE RECEIVED, Prudential Legacy Insurance Company of New Jersey▇▇▇▇▇▇▇ Oil and Gas Corporation, KeyBank National Associationa Delaware corporation (the “Borrower”), Sterling National Bank and Allegiance Bank hereby promises to pay to [ ] (each, an the “Exiting Lender”), hereby sellsat the principal office of JPMorgan Chase Bank, assignsN.A., transfers and conveys as administrative agent (the “Administrative Agent”), at [ ], the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Lenders heretoBorrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the Lenders principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto hereby purchases and accepts, so much or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the aggregate Commitments underNotes referred to in the Sixth Amended and Restated Credit Agreement dated as of August 27, 2014 among ▇▇▇▇▇▇▇ Petroleum Corporation, a Delaware corporation (the “Parent Guarantor”), the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans outstanding under, made by the Existing Credit Agreement Lender thereunder (such that, after giving effect to this Agreement (a) such Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with same may be amended, supplemented or restated from time to time, the Existing “Credit Agreement”). Capitalized definitional terms used in this Note but not defined in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, (ii) cease and is subject to be a “Lender” under the Existing terms and conditions set forth in, the Credit Agreement and is entitled to the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of benefits provided for in the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. By: Name: Title: ▇▇▇▇▇▇▇ Oil and Gas Corporation, a Delaware corporation (the “Borrower”), and ▇▇▇▇▇▇▇ Petroleum Corporation, a Delaware corporation (bthe “Parent Guarantor”), pursuant to Section 2.03 of the Sixth Amended and Restated Credit Agreement dated as of August 27, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Commitment of Borrower, the Parent Guarantor, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each Lender shall be as set forth on capitalized definitional term used herein has the Commitment Schedule. The foregoing assignments, transfers and conveyances are without recourse to such Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as meaning set forth in this Section 9.25.the Credit Agreement), hereby requests a Borrowing as follows: (i) Aggregate amount of the requested Borrowing is $[ ]; (ii) Date of such Borrowing is [ ], 201[ ]; (iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing]; (iv) Requested Borrowing is to be [a Revolving Borrowing] [a Term Loan Borrowing]; (v) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ]; (vi) The amount of Borrowing Base in effect on the date hereof is $[ ];1

Exiting Lender. Each of BMO ▇▇▇▇▇▇ Truist Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank U.S. Bank National Association, Sterling Zions Bancorporation, N.A. dba Amegy Bank, HSBC Bank USA, National Bank Association, Regions Bank, The Northern Trust Company and Allegiance Bank The Huntington National Bank, as a “Lender” under the Existing Credit Agreement (each, an “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments commitments under, and Loans loans outstanding under, the Existing Credit Agreement such that, after giving effect to this Agreement (a) such each Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those provided that it shall still be entitled to any rights applicable to all Lenders of indemnification which would expressly by their express terms survive a termination the termination, repayment, satisfaction or discharge of such Exiting Lender’s obligations under the Existing Credit AgreementAgreement in respect of any circumstance or event or condition arising prior to the Effective Date) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, therein and (b) the Commitment Commitments of each Lender shall be as set forth on Schedule 2.01 hereto. Such purchases shall be deemed to have been effected by way of, and subject to the Commitment Scheduleterms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The foregoing assignments, transfers and conveyances are without recourse to such any Exiting Lender and without any warranties whatsoever by the Administrative Agent or such any Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such each Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The assignee Lenders and the Administrative Agent shall make all appropriate adjustments in payments under the Existing Credit Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves. Each Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 9.19 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25purpose.

Exiting Lender. Each (a) The Exiting Lender is signing this Amendment for the sole purposes of BMO ▇▇▇▇▇▇ Bankassigning its Commitments and outstanding Revolving Credit Loans to the Assignees as provided under Section 12.8 of the Credit Agreement and as described in this Section 4. Prior to giving effect to this Amendment, N.A., The Prudential Insurance Company the outstanding Commitment of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank the Exiting Lender is $165,000,000 (each, an the “Exiting LenderLender Commitment”). Upon giving effect to this Amendment, hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders parties hereto hereby purchases agrees and accepts, so much confirms that (i) the Exiting Lender Commitment and outstanding Revolving Credit Loans of the aggregate Commitments under, and Loans outstanding under, Exiting Lender under the Existing Credit Agreement such shall be assigned to the Assignees (with respect to any outstanding Revolving Credit Loans, at par) so that, after giving effect to this Agreement (a) such Exiting assignments, each Lender shall (ihold Commitments and a Ratable Share of the Revolving Credit Loans and other Obligations in the amounts and percentages set forth on Part 1 of Schedule 1.1(B) be paid in full in cash for all amounts owing under of the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, attached hereto as Exhibit C, (ii) the Exiting Lender’s Commitment has been terminated and reduced to $0, (iii) all other obligations of the Exiting Lender under the Credit Agreement shall be terminated (except for those obligations and other provisions that expressly survive a termination of such commitments), and (iv) the Exiting Lender shall cease to be a “Lender” for all purposes under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” Documents and shall not be a Lender under the Amended Credit Agreement. Such assignment shall be without recourse to the Exiting Lender and, except as defined thereinexpressly provided in this Section 4, and without representation or warranty by any Exiting Lender. (b) Upon giving effect to this Amendment, the Commitment of each Administrative Agent shall (i) remit to the Exiting Lender shall be as set forth on the Commitment Schedule. The foregoing assignments, transfers accrued and conveyances are without recourse unpaid interest and fees owing to such Exiting Lender under the Credit Agreement and without any warranties whatsoever received by the Administrative Agent or from the Borrowers (the “Fronted Interest and Fees”) and (ii) effect a settlement so that the Revolving Credit Loans and other Obligations are held by the Lenders in accordance with their respective Ratable Shares as shown on Part 1 of Schedule 1.1(B) of the Credit Agreement, attached hereto as Exhibit C. If the amount of the Revolving Credit Loans made by a Lender exceeds such Exiting Lender Person’s Ratable Share of the Revolving Credit Loans as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than of the warranty date of such Exiting settlement, then the Administrative Agent shall promptly transfer in immediately available funds to a deposit account of such Person, an amount such that each such Person shall, upon receipt of such amount, have as of the date of such settlement, its Ratable Share of outstanding Revolving Credit Loans. If the amount of the Revolving Credit Loans made by a Lender is less than such Lender’s Ratable Share of the Revolving Credit Loans as of the date of such settlement, such Lender shall no later than 2:00 p.m. on the date of such settlement transfer to the Administrative Agent in immediately available funds in accordance with the Credit Agreement, an amount such that it has not previously soldeach such Lender shall, transferredupon transfer of such amount, conveyed or encumbered have as of the date of such interestssettlement, its Ratable Share of outstanding Revolving Credit Loans. (c) This Amendment shall be deemed to be an “Assignment and Assumption Agreement” for purposes of Section 12.8.2 of the Credit Agreement. By executing this Amendment, Borrowers consent to the assignments provided for herein. All processing and recording fees in connection with such assignments have been waived by Administrative Agent in accordance with Section 12.8.2(iv) of the Credit Agreement. The Exiting parties hereto agree that all other conditions to an assignment by a Lender is executing this contained in the Credit Agreement have been satisfied or are waived for purposes of the sole purpose of evidencing its agreement to this Section 9.25 only and assignments provided for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25herein.

Exiting Lender. Each of BMO ▇▇▇▇▇▇ BankUBS Loan Finance LLC, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank as a “Lender” under the Prior Agreement (each, an the “Exiting Lender”), hereby sells, assigns, transfers and conveys to UBS AG, Stamford Branch (the Lenders hereto“New Lender”), and each of the Lenders hereto New Lender hereby purchases and accepts, so much all of the aggregate Commitments under, commitments and Loans outstanding under, loans of the Existing Credit Exiting Lender under the Prior Agreement such that, after giving effect to this Agreement Agreement, (a) such the Exiting Lender shall (i) be paid in full in cash for all amounts owing to the Exiting Lender under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Prior Agreement, (ii) cease to be a “Lender” under the Existing Credit Prior Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those provided that it shall still be entitled to any rights applicable of indemnification in respect of any circumstance, event or condition arising prior to all Lenders which would expressly survive a termination of the Existing Credit AgreementEffective Date) and be released from its obligations under the Existing Credit Prior Agreement and the other “Loan Documents” as defined therein, therein and (b) the Commitment Maximum Credit Amount of each the New Lender shall be as set forth on the Commitment ScheduleAnnex I hereto. The foregoing assignmentsassignment, transfers transfer and conveyances conveyance are without recourse to such the Exiting Lender and without any warranties whatsoever by the Administrative Agent Agent, the Issuing Bank or such the Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such the Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The New Lender and the Administrative Agent shall make all appropriate adjustments in payments under the Prior Agreement for periods prior to the adjustment date among themselves. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 12.18 only and for no other purpose and shall purpose. The parties hereto have no obligations under caused this Agreement except to be duly executed as of the day and year first above written. MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation By: /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Chief Financial Officer BANK OF MONTREAL By: /s/ G▇▇▇▇▇ ▇▇▇▇▇▇▇▇ G▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Director CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ K▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: K▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President CITIBANK, N.A. By: /s/ E▇▇▇▇ ▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇ Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ M▇▇▇▇▇▇ ▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President By: /s/ D▇▇▇▇ ▇▇▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director ROYAL BANK OF CANADA By: /s/ K▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: K▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory UBS AG, STAMFORD BRANCH By: /s/ L▇▇▇ ▇▇▇▇▇ Name: L▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Associate Director ABN AMRO CAPITAL USA LLC By: /s/ D▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: D▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ C▇▇▇▇ ▇▇▇▇▇▇ Name: C▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director BANK OF AMERICA, N.A. By: /s/ A▇▇▇ ▇. ▇▇▇ Name: A▇▇▇ ▇. ▇▇▇ Title: Director KEYBANK NATIONAL ASSOCIATION By: /s/ S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President SUNTRUST BANK By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President AMEGY BANK NATIONAL ASSOCIATION By: /s/ M▇▇▇ ▇. ▇▇▇▇▇▇ Name: M▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President CREDIT SUISSE AG, Cayman Islands Branch By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Title: Authorized Signatory By: /s/ J▇▇▇-▇▇▇▇ Vauclair Name: J▇▇▇-▇▇▇▇ Vauclair Title: Authorized Signatory G▇▇▇▇▇▇ S▇▇▇▇ BANK USA By: /s/ A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory UBS LOAN FINANCE LLC By: /s/ L▇▇▇ ▇▇▇▇▇ Name: L▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Associate Director Bank of Montreal 11.500% $86,250,000 Capital One, N.A. 10.000% $75,000,000 Citibank, N.A. 8.250% $61,875,000 Deutsche Bank Trust Company Americas 8.250% $61,875,000 G▇▇▇▇▇▇ Sachs Bank USA 8.250% $61,875,000 Royal Bank of Canada 8.250% $61,875,000 UBS AG, Stamford Branch 8.250% $61,875,000 ABN AMRO Capital USA LLC 7.250% $54,375,000 Bank of America, N.A. 7.250% $54,375,000 KeyBank National Association 7.250% $54,375,000 SunTrust Bank 7.250% $54,375,000 Credit Suisse AG 5.500% $41,250,000 Amegy Bank National Association 2.750% $20,625,000 $[_________] _____________, 201_ FOR VALUE RECEIVED, MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), hereby promises to pay [_________________] (the “Lender”), the lesser of (i) [_______________] DOLLARS ($[____________]) and (ii) the aggregate unpaid Loans made by the Lender pursuant to the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement referred to below, on the dates and in the amounts set forth in the Credit Agreement. All capitalized terms used herein and not otherwise defined that are defined in the Credit Agreement have the meanings as defined in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of this Note outstanding from time to time from the date hereof until such principal amount is paid in full, at the place and at such interest rates as are specified in the Credit Agreement. This Note is one of the Notes referred to in, and the Note and all provisions herein are entitled to the benefits and are subject to the terms of, the Third Amended and Restated Credit Agreement, dated as of December 13, 2013, among the Borrower, Bank of Montreal, as Administrative Agent, and the lenders signatory thereto (including the Lender) (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). This Note amends and restates in their entirety those certain promissory notes executed in connection with the Prior Agreement and payable to the Lender. The obligations of the Borrower hereunder are secured by the Security Instruments (subject to the limitations contained in the Security Instruments and the Credit Agreement). The Credit Agreement, among other things, (a) provides for the making of advances by the Lender and other Lenders to the Borrower from time to time, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified, and for limitations on the amount of interest paid such that no provision of the Credit Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. The Borrower waives grace, demand, presentment for payment, notice of dishonor or default, notice of intent to accelerate or acceleration, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto. This Note shall be governed by and construed under the laws of the State of New York and the applicable laws of the United States of America. MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation By: Name: Title: EXHIBIT B [______________], 201[_] Magnum Hunter Resources Corporation, a Delaware corporation (the “Borrower”), pursuant to Section 9.25.2.03 of the Third Amended and Restated Credit Agreement dated as of December 13, 2013 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), among the Borrower, Bank of Montreal, as Administrative Agent and the lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows: (i) Aggregate amount of the requested Borrowing is $[____________]; (ii) Date of such Borrowing is [____________], 201[_]; (iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing]; (iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [____________]; (v) Amount of Borrowing Base in effect on the date hereof is $[____________]; (vi) Total Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is $[____________];