Exhibit 10.1


 


SECOND AMENDMENT TO CREDIT AGREEMENT


 


This
Second Amendment to Credit Agreement (this “Second Amendment”) is dated as of
the 14th 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 thereunder, and the other Lenders party hereto.


 


W I T N E S S E T H:


 


WHEREAS,
the Company, LaSalle, Wells Fargo Bank, N.A., U.S. Bank National Association,
and Fifth Third Bank Chicago 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 (as amended, restated, modified
or supplemented and in effect from time to time, the “Credit Agreement”); and


 


WHEREAS,
the Company, LaSalle and the Lenders parties hereto 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
Second Amendment and not otherwise defined herein are used with the meanings
given such terms in the Credit Agreement. 
In addition, for purposes of this Second Amendment the following terms
shall have the meanings indicated:


 


“Second Amendment Effective Date” means the date upon which this Second
Amendment to Credit Agreement is executed by the Company, LaSalle as Agent and
Required Lenders.


 


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


 


(A)          The definition of Fixed Charge Coverage Ratio
in Section 1.1 shall be amended and restated in its entirety as follows:


 


Fixed Charge Coverage Ratio means, for any
Computation Period, the ratio of (a) the total for such period of EBITDA minus
the sum of income taxes paid or payable in cash by the Loan Parties and all
Unfinanced Capital Expenditures to (b) the sum for such Computation
Period of (i) cash Interest Expense net of any cash interest income plus
(ii) required payments of principal of Funded Debt (excluding the
Revolving Loans) plus (iii) any dividends (other than Special
Payments) paid by any Loan Party in cash to anyone other than the Company or
one of its Wholly-Owned Subsidiaries. 
Notwithstanding the foregoing, for purposes of this definition, (x) cash
Interest Expense for the Computation Period ending September 30, 2004
shall be equal to actual cash Interest Expense for the Fiscal Quarter then end
multiplied by four, and (y) cash Interest Expense for the Computation Period
ending December 31, 2004 shall be equal to actual cash Interest Expense
for the two Fiscal Quarters period then ended


 





















 


multiplied
by two, and (z) cash Interest Expense for the Computation Period ending March 31,
2005 shall be equal to actual cash Interest Expense for the three Fiscal
Quarters period then ended multiplied by four-thirds (4/3).


 


(B)           The following additional definitions are
added to Section 1.1:


 


Adjusted Fixed Charge
Coverage Ratio means, for any Computation Period, the ratio of (a) the
total for such period of EBITDA minus the sum of income taxes paid or
payable in cash by the Loan Parties and all Unfinanced Capital Expenditures and
the amount of any Special Payments which have been or are proposed to be made
(as set forth in a written calculation delivered to the Agent as required by
the definition of Special Payment) to (b) the sum for such
Computation Period of (i) cash Interest Expense net of any cash interest
income plus (ii) required payments of principal of Funded Debt
(excluding the Revolving Loans) plus (iii) any dividends (other
than Special Payments) paid by any Loan Party in cash to anyone other than the
Company or one of its Wholly-Owned Subsidiaries.  Notwithstanding the foregoing, for purposes
of this definition, (x) cash Interest Expense for the Computation Period ending
September 30, 2004 shall be equal to actual cash Interest Expense for the
Fiscal Quarter then end multiplied by four, and (y) cash Interest Expense for
the Computation Period ending December 31, 2004 shall be equal to actual
cash Interest Expense for the two Fiscal Quarters period then ended multiplied
by two, and (z) cash Interest Expense for the Computation Period ending March 31,
2005 shall be equal to actual cash Interest Expense for the three Fiscal
Quarters period then ended multiplied by four-thirds (4/3).


 


“Special Payment” means any dividend, payment or other
distribution in respect of any class of the Company’s Capital Securities or any
dividend, payment or distribution in connection with the redemption, purchase,
retirement or other acquisition, directly or indirectly, of any shares of the
Company’s Capital Securities which is in compliance with all of the following
requirements:


 


(i)                                               such dividend, payment or distribution is
made during calendar year 2005; and


 


(ii)                                            the aggregate of all such dividends, payments
and distributions shall not exceed the lesser of (x) $6,000,000 or (y) an
amount equal to fifty percent (50%) of the Company’s consolidated pre-tax
income less all cash taxes paid for the most recently ended “Applicable Period”
(meaning a period of four Fiscal Quarters, except that the Applicable Period
ended on December 31, 2004 shall mean the two Fiscal Quarters then ended,
and the Applicable Period ended on March 31, 2005 shall mean the three
Fiscal Quarters then ended) for which internal financial statements in
accordance with GAAP (subject to the absence of footnotes and year-end audit
adjustments) are available and have been provided to the Lenders; and


 


(iii)              on a pro forma basis for any Computation
Period for which internal financial statements in accordance with GAAP (subject
to the absence of footnotes and year-end audit adjustments) are available and
have been provided to the Lenders, taking into account (x) the amount of the
dividend, payment or distribution to be made as if


 


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made
on the last day of the applicable Computation Period and (y) all prior such
dividends, payments and distributions made during the applicable Computation
Period,


 


(x)                                             the Total Debt to EBITDA Ratio shall not
exceed 4.75 to 1.00; and


 


(y)                                           the Company’s consolidated net worth shall be
not less than $12,000,000 plus an amount equal to fifty percent (50%) of the
Company’s cumulative positive net income (disregarding, for any month in which
a loss occurs, any such loss) for the period from and including January 1,
2005 through the end of the Fiscal Quarter most recently ended for which
internal financial statements in accordance with GAAP (subject to the absence
of footnotes and year-end audit adjustments) are available and have been
provided to the Lenders at the time of the proposed payment; and


 


(z)                                             the Adjusted Fixed Charge Coverage Ratio
shall be not less than 1.40 to 1.00.


 


Prior
to making any Special Payment, the Company shall deliver to the Agent a written
pro forma calculation, signed by a Senior Officer of the Company, prepared in
accordance with this definition and setting forth the relevant information in
reasonable detail (including a statement of the amount of the Special Payment
with respect to which the calculation is being made) demonstrating that such
Special Payment is permitted hereby.


 


(C)           Section 11.3 shall be amended and
restated in its entirety as follows:


 


11.3            Restricted Payments. 
Make, pay, declare, or authorize any dividend, payment or other
distribution in respect of any class of its Capital Securities or any dividend,
payment or distribution in connection with the redemption, purchase, retirement
or other acquisition, directly or indirectly, of any shares of its Capital
Securities, other than such dividends, payments or other distributions made (i) to
the extent payable solely in shares of Capital Securities (other than
Disqualified Stock) of the Company, (ii) as permitted pursuant to Section 11.6,
or (iii) to the extent that the same constitute Special Payments made in
compliance with the definition of such term. 
The Company will not issue Disqualified Stock.


 


(D)          Section 11.15 shall be amended and
restated in its entirety as follows:


 


11.15          Affiliate Amounts. 
Except as set forth on Schedule 11.15, the Company will not
pay, or permit any Subsidiary to pay, directly or indirectly, any management,
consulting, investment banking, advisory or other fees or payments, fees or
payments under any leases, any expense reimbursement or similar payments, or
any other payments of any kind (including, without limitation, any amounts paid
or payable by the Company or any of its Subsidiaries to the Principals and/or
to any other Affiliates of the Company, in respect of overhead expense
allocations among members of the Affiliate corporate group) to the Principals
and/or to any other Affiliates of the Company, other than the Company or any
Guarantor.  The foregoing sentence shall
not restrict the Company from (i) paying salaries, bonuses or other
compensation to, or reimbursing travel or other business expenses of, officers
or employees


 


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(other
than any such Person who is also a Principal) in the ordinary course of
business, or (ii) reimbursing travel or other business expenses of any
officer or director of the Company who is also a Principal, to the extent such
reimbursements or such expenses are customarily paid or reimbursed for all
officers and/or directors (as applicable) of the Company in the ordinary course
of the Company’s business, consistent with past practices, or (iii) making
Special Payments in compliance with the definition of such term.


 


3.             Representations and Warranties; Covenant to
Pay Amendment Fees.  To induce the Agent and Required Lenders to
enter into this Second Amendment, the Company represents and warrants and
covenants that:


 


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


 


(B)           this Second 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 Second Amendment; and


 


(D)          the Company will pay to each Lender which executes this Amendment an
amendment fee equal to 7.5 basis points of such Lender’s Revolving Commitment,
all such fees to be fully earned and non-refundable and payable upon execution
by the Company, the Agent and all Lenders parties to this Second Amendment.


 


4.             Miscellaneous.


 


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


 


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


 


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(D)          Severability.  If
any provision of any of this Second 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
Second 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 Second 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 Second Amendment shall be deemed to include this Second Amendment unless
the context shall otherwise require.


 


(G)           Continued Effectiveness. 
Notwithstanding anything contained herein, the terms of this Second
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.


 


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of page left intentionally blank; signature page follows.]


 


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IN WITNESS WHEREOF, the
parties have executed this Second 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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