Exhibit 10.2


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


This
Third Amendment to Credit Agreement (this “Third Amendment”) is dated as of the
16th day of March, 2005 and is by and among Standard Parking Corporation, a
Delaware corporation (the “Company”), LaSalle Bank National Association (“LaSalle”),
in its capacity as Agent for the Lenders party to the Credit Agreement
described below and as a Lender, Wells Fargo Bank, N.A. (“Wells Fargo”), as a
Lender and as Syndication Agent under such Credit Agreement, U.S. Bank National
Association (“U.S. Bank”) as a Lender, and Fifth Third Bank Chicago (“Fifth
Third”), as a Lender.


 


W I T N E S S E T H:


 


WHEREAS,
the Company, LaSalle, Wells Fargo, U.S. Bank and Fifth Third are all of the
parties to that certain Credit Agreement dated as of June 2, 2004, as
amended by that certain First Amendment thereto dated as of July 7, 2004
and that certain Second Amendment thereto dated as of March     ,
2005 (as amended, restated, modified or supplemented and in effect from time to
time, the “Credit Agreement”); and


 


WHEREAS,
the parties desire to amend the Credit Agreement in certain respects, all as
set forth herein;


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


1.                                       Definitions.  Capitalized terms used in this
Third Amendment and not otherwise defined herein are used with the meanings
given such terms in the Credit Agreement. 
In addition, for purposes of this Third Amendment the following terms
shall have the meanings indicated:


 


“Third Amendment Effective Date” means the date upon which this Third
Amendment to Credit Agreement is executed by the Company, LaSalle, Wells Fargo,
U.S. Bank and Fifth Third.


 


2.                                       Amendments to the Credit Agreement. 
Effective on the Third Amendment Effective Date, the Credit Agreement
shall be amended as follows:


 


(A)                              The definition of Applicable Margin in Section 1.1
shall be amended and restated in its entirety as follows:


 


Applicable Margin means, for any
day, the rate per annum set forth below opposite the level (the “Level”)
then in effect, it being understood that the Applicable Margin for (i) LIBOR
Loans shall be the percentage set forth under the column “LIBOR Margin”, (ii) Base
Rate Loans shall be the percentage set forth under the column “Base Rate Margin”,
(iii) the Non-Use Fee Rate shall be the percentage set forth under the
column “Non-Use Fee Rate” and (iv) the L/C Fee shall be the percentage set
forth under the column “L/C Fee Rate”:


 





















 


	
  Level

  	
   

  	
  Total Debt

  to EBITDA Ratio

  	
   

  	
  LIBOR

  Margin

  	
   

  	
  Base Rate

  Margin

  	
   

  	
  Non-Use

  Fee Rate

  	
   

  	
  L/C Fee

  Rate

  	
   

  
	
  I

  	
   

  	
  Greater than or equal
  to 4.5:1

  	
   

  	
  3.00

  	
  %

  	
  1.50

  	
  %

  	
  .375

  	
  %

  	
  3.00

  	
  %

  
	
  II

  	
   

  	
  Greater than or equal
  to 4.0:1 but less than 4.5:1

  	
   

  	
  2.75

  	
  %

  	
  1.25

  	
  %

  	
  .375

  	
  %

  	
  2.75

  	
  %

  
	
  III

  	
   

  	
  Greater than or equal
  to 3.5:1 but less than 4.0:1

  	
   

  	
  2.50

  	
  %

  	
  1.00

  	
  %

  	
  .375

  	
  %

  	
  2.50

  	
  %

  
	
  IV

  	
   

  	
  Less than 3.5:1

  	
   

  	
  2.25

  	
  %

  	
  0.75

  	
  %

  	
  .375

  	
  %

  	
  2.25

  	
  %

  



 


The LIBOR Margin, the Base
Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall be adjusted, to
the extent applicable, on the fifth (5th) Business Day after the Company
provides or is required to provide the annual and quarterly financial
statements and other information pursuant Section 10.1.1 or 10.1.2,
as applicable, and the related Compliance Certificate, pursuant to Section 10.1.3.  Notwithstanding anything contained in this
paragraph to the contrary, (a) if the Company fails to deliver such
financial statements and Compliance Certificate in accordance with the
provisions of Section 10.1.1, 10.1.2 and 10.1.3, the
LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate
shall be based upon Level I above beginning on the date such financial
statements and Compliance Certificate were required to be delivered until the
fifth (5th) Business Day after such financial statements and Compliance
Certificate are actually delivered, whereupon the Applicable Margin shall be
determined by the then current Level; and (b)  no reduction to any
Applicable Margin shall become effective at any time when an Event of Default
has occurred and is continuing.


 


3.                                       Representations and Warranties.  To
induce LaSalle, Wells Fargo, U.S. Bank and Fifth Third to enter into this Third
Amendment, the Company represents and warrants that:


 


(A)                              the execution, delivery and performance by
the Company of this Third Amendment have been duly authorized by all requisite
corporate action on the part of the Company;


 


(B)                                this Third Amendment has been duly executed
and delivered by the Company and constitutes a valid and binding obligation of
the Company, enforceable in accordance with its terms except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally or by
general principals of equity;


 


(C)                                no Event of Default or Unmatured Event of
Default exists as of the date of this Third Amendment.


 


4.                                       Miscellaneous.


 


(A)                              Counterparts.  This
Third Amendment may be executed in any number of


 


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counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument.  It shall not be necessary in making proof of
this Third Amendment to produce or account for more than one such counterpart
for each of the parties hereto.  Delivery
by facsimile by any of the parties hereto of an executed counterpart of this
Thir Amendment shall be effective as an original executed counterpart hereof
and shall be deemed a representation that an original executed counterpart
hereof will be delivered.


 


(B)                                Headings.  The headings of the sections
and subsections hereof are provided for convenience only and shall not in any
way affect the meaning or construction of any provision of this Third
Amendment.


 


(C)                                Governing Law.  This
Third Amendment and the rights and obligations of the parties shall be construed
and interpreted in accordance with the laws of the State of Illinois.


 


(D)                               Severability.  If
any provision of any of this Third Amendment is determined to be illegal,
invalid or enforceable, such provision shall be fully severable and the
remaining provisions shall remain full force and effect and shall be construed
without giving effect to the illegal, invalid or enforceable provisions.


 


(E)                                 Successors and Assigns.  This
Third Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.


 


(F)                                 References.  From and after the date of
execution of this Third Amendment, any reference to the Credit Agreement
contained in any notice, request, certificate or other instrument, document or
agreement executed concurrently with or after the execution and delivery of
this Third Amendment shall be deemed to include this Third Amendment unless the
context shall otherwise require.


 


(G)                                Continued Effectiveness. 
Notwithstanding anything contained herein, the terms of this Third
Amendment are not intended to and do not serve to effect a novation as to the
Credit Agreement.  The parties hereto
expressly do not intend to extinguish the Credit Agreement in any respect.  Instead, it is the express intention of the
parties hereto to reaffirm the indebtedness created under the Credit Agreement
and to confirm that the Credit Agreement, as amended hereby, remains in full
force and effect and is hereby reaffirmed in all respects.


 


[Balance
of page left intentionally blank; signature page follows.]


 


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IN
WITNESS WHEREOF, the parties have executed this Third Amendment to Credit
Agreement as of the date first set forth above.


 


	
   

  	
  STANDARD
  PARKING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name:

  	
    G. Marc
  Baumann

  	
   

  
	
   

  	
  Title:

  	
    Chief
  Financial Officer

  	
   

  
						



 


 


	
   

  	
  LASALLE
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Sean
  Silver

  	
   

  
	
   

  	
  Name:

  	
    Sean Silver

  	
   

  
	
   

  	
  Title:

  	
    First Vice
  President

  	
   

  
						



 


 


	
   

  	
  WELLS
  FARGO BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Steven
  Nickas

  	
   

  
	
   

  	
  Name:

  	
    Steven
  Nickas

  	
   

  
	
   

  	
  Title:

  	
    Assistant
  Vice President

  	
   

  
						



 


 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Monika
  Kump

  	
   

  
	
   

  	
  Name:

  	
    Monika Kump

  	
   

  
	
   

  	
  Title:

  	
    Assistant
  Vice President

  	
   

  
						



 


 


	
   

  	
  FIFTH
  THIRD BANK CHICAGO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Stephen
  Watts

  	
   

  
	
   

  	
  Name:

  	
    Stephen
  Watts

  	
   

  
	
   

  	
  Title:

  	
    Vice
  President

  	
   

  
						



 


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