4.	Credit Facilities and Other Debt

PNC Credit Facility:

January 16, 2018,

the Company repaid and replaced its existing Sterling Credit Facility with a new secured revolving credit facility in the United States and Canada (the "PNC Credit Facility") with PNC Bank, National Association ("PNC").

In order to obtain, document and govern the new PNC Credit Facility: SGRP and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc., SPAR Assembly & Installation, Inc., and SPAR Canada Company (each, a "PNC Borrower" and collectively, the "PNC Borrowers"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Group International, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a "PNC Guarantor" and collectively, the "PNC Guarantors), entered into a Loan Agreement with PNC dated as of

January 16, 2018 (

the "PNC Loan Agreement"); the PNC Borrowers issued their

million Committed Line Of Credit Note to PNC dated

January 16, 2018 (

the "PNC Note"), which evidences the PNC Borrowers' loans and other obligations to PNC; the PNC Guarantors entered into a Guaranty and Suretyship Agreement with PNC dated as of

January 16, 2018 (

the "PNC Guaranty"), which guaranties the PNC Borrowers' loans and other obligations to PNC; and the PNC Borrowers and PNC Guarantors (each, a "PNC Loan Party" and collectively, the "PNC Loan Parties") entered into a Security Agreement with PNC dated as of

January 16, 2018 (

the "PNC Security Agreement"), which secures the obligations of the PNC Loan Parties to PNC with pledges of substantially all of the assets of the PNC Loan Parties (other than SGRP's foreign subsidiaries, certain designated domestic subsidiaries, and their respective equity and assets).

The PNC Note currently requires the PNC Borrowers to pay interest on the loans thereunder equal to (A) the Daily LIBOR Rate (as defined therein) per annum, plus (B)

two hundred fifty

basis points (

2.50%

). On

March 31, 2018,

the aggregate interest rate under that formula was

4.383%

per annum, and the outstanding balance was

$6.1

million.

Revolving loans of up to

million are available to the Company under the PNC Credit Facility based upon the borrowing base formula defined in the PNC Loan Agreement (principally

85%

of "eligible" accounts receivable less certain reserves). As the PNC Credit Facility is currently scheduled to become due on

January 16, 2020,

and since there are

provisions (other than defaults) requiring the paydown of the loan until such time, the amounts are classified as long-term debt.

January 16, 2018,

the Company drew down an initial advance under the PNC Credit Facility of approximately

$7.6

million, which was used to repay the existing Sterling Credit Facility.

The PNC Credit Facility contains certain financial and other restrictive covenants and also limits certain expenditures by the PNC Loan Parties, including, but

not

limited to, capital expenditures and other investments. At

March 31, 2018,

the PNC Loan Parties were in compliance with such covenants.

Fifth Third Credit Facility:

January 9, 2018,

the Company completed its acquisition of a

51%

interest in its new subsidiaries, Resource Plus, Inc., and related companies (collectively, "Resource Plus"). See Note

to the Company's Condensed Consolidated Financial Statements -

Purchase of Interests in Subsidiaries - Resource Plus Acquisition,

below. When acquired, Resource Plus was a party to a revolving line of credit facility it secured on

May 23, 2016, (

the "Fifth Third Credit Facility") from Fifth Third Bank for

$3.5

million, which was scheduled to expire on

May 23, 2018.

Effective

April 11, 2018,

the term of the Fifth Third Credit Facility was extended and is currently scheduled to become due on

May 23, 2020.

As there are

provisions (other than defaults) requiring the paydown of the loan until

May 23, 2020,

the amounts are classified as long-term debt.

Revolving loans of up to

$3.5

million are available to Resource Plus under the Fifth Third Credit Facility based upon the borrowing base formula defined in the agreement (principally

80%

of "eligible" accounts receivable less certain reserves). As of

March 31, 2018,

the outstanding balance was

$780,000.

The Fifth Third Credit Facility is secured by substantially all assets of Resource Plus and is

not

guarantied by SGRP.

The Fifth Third Credit Facility currently requires Resource Plus to pay interest on the loans thereunder equal to [(A) the Daily LIBOR Rate (as defined in the agreement) per annum, plus (B)

two hundred fifty

basis points (

2.50%

)]. On

March 31, 2018,

the aggregate interest rate under that formula was

4.383%

per annum.

Other Debt:

Effective with the closing of the Resource Plus acquisition, the Company entered into promissory notes with the sellers totaling

$2.7

million. The notes are payable in annual installments at various amounts due on

Dec.

31st

of each year starting with

December 31, 2018

and continuing through

December 31, 2023,

accruing interest annually at

1.85%.

As such these notes are classified as both short term and long term for the appropriate amounts. (See Note

to the Company’s Condensed Consolidated Financial Statements –

Purchase of Interests in Subsidiaries,

below)

International Credit Facilities:

SPARFACTS Australia Pty. Ltd. has a secured line of credit facility with National Australia Bank, effective

October 31, 2017,

for

$800,000

(Australian) or approximately

$615,000

USD (based upon the exchange rate at

March 31, 2018).

The facility provides for borrowing based upon a formula, as defined in the agreement (principally

80%

of eligible accounts receivable less certain deductions). The outstanding balance with National Australia Bank as of

March 31, 2018

was

$443,000

USD and is due on demand.

November 29, 2016,

SPAR Brazil established a line of credit facility with Itau Bank for

4.0

million Brazilian Real or approximately

$1.2

million USD (based upon the exchange rate at

March 31, 2018).

The facility provides for borrowing based upon a formula, as defined in the agreement (principally

80%

of eligible accounts receivable less certain deductions). The agreement is from month to month at the Company's request.

amounts were outstanding on the line of credit as of

March 31, 2018.

December 26, 2016,

SPAR Brazil secured a line of credit facility with Daycoval Bank for

5.0

million Brazilian Real or approximately

$1.6

million USD (based upon the exchange rate at

March 31, 2018).

The facility provides for borrowing based upon a formula, as defined in the agreement (principally

80%

of eligible accounts receivable less certain deductions). The agreement is from month to month at the Company's request. As of

March 31, 2018,

5.3

million Brazilian Real or

$1.6

million USD was outstanding (based upon the exchange rate at

March 31, 2018).

SPAR Todopromo has secured a line of credit facility with BBVA Bancomer Bank for

5.0

million Mexican Pesos or approximately

$275,000

USD (based upon the exchange rate at

March 31, 2018).

The revolving line of credit was secured on

March 15, 2016,

and originally expired

March 2018.

The facility has been amended to extend the terms to

March 2020.

The variable interest rate is TIIE (Interbank Interest Rate) +

4%,

which resulted in an annual interest rate of

at the endas of

March 31, 2018.

The outstanding balance at

March 31, 2018

was zero.

The Company had scheduled contractual future maturities of loans as of

March 31, 2018,

approximately as follows (dollars in thousands). The amounts in the table below differ from the condensed consolidated balance sheet due to the fair value adjustment in connection with the Resource Plus Seller Notes (see Note

to the Company’s Condensed Consolidated Financial Statements – Purchase of Interests in Subsidiaries -

Resource Plus Acquisition

and Note

– Capital Lease Obligations, below):

	Interest Rate as of March 31, 2018	2018		2019		2020		2021		2022		2023
USA - PNC Bank	4.383%	$	–	$	–	$	6,137	$	–	$	–	$	–
USA – Fifth Third Bank	4.383%		–		–		780		–		–		–
USA – Resource Plus Seller Notes	1.85%		333		333		334		300		300		1,100
Australia - National Australia Bank	6.3%		443		–		–		–		–		–
Brazil – Daycoval Bank	1.28%		1,597		–		–		–		–		–
Total		$	2,373	$	333	$	7,251	$	300	$	300	$	1,100

Summary of Unused Company Credit and Other Debt Facilities (in thousands):

	March 31, 2018		December 31, 2017
Unused Availability:
United States	$	5,583	$	3,530
Australia		172		731
Mexico		275		254
Brazil		1,129		1,554
Total Unused Availability	$	7,159	$	6,069

Management believes that based upon the continuation of the Company's existing credit facilities, projected results of operations, vendor payment requirements and other financing available to the Company (including amounts due to affiliates), sources of cash availability should be manageable and sufficient to support ongoing operations over the next year. However, delays in collection of receivables due from any of the Company's major clients, or a significant reduction in business from such clients, and possible litigation expenses could have a material adverse effect on the Company's cash resources and its ongoing ability to fund operations. See Note

to the Company's Condensed Consolidated Financial Statements - Commitments and Contingencies:

Legal Matters

and

SBS and SGRP Litigation Generally

below