exh_101.htm


EXHIBIT 10.1


 



FIRST AMENDMENT TO CREDIT AGREEMENT







THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of April 29, 2015 (this “Agreement”) is entered into among SP Plus Corporation (the “Company”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an Issuing Lender.  All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).







RECITALS







WHEREAS, the Company, the Lenders, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an Issuing Lender, and Wells Fargo Bank, N.A., as an Issuing Lender, have entered into that certain Amended and Restated Credit Agreement dated as of February 20, 2015 (as amended or modified from time to time, the “Credit Agreement”);







WHEREAS, the Company has requested that the Lenders amend the Credit Agreement as set forth below;







NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:







1. Amendment.  Clause (iv) in the definition of “Change of Control” in Section 1.1 of the Credit Agreement is hereby amended to read as follows:







(iv) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company cease to be composed of individuals (a) who were members of that board or equivalent governing body on the first day of such period, (b) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (a) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (c) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (a) and (b) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.







2.           Conditions Precedent.  This Agreement shall be effective upon receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Company, the Guarantors, the Required Lenders and Bank of America, N.A., as Administrative Agent.







3.           Miscellaneous.








	 	
(a)

	
The Credit Agreement and the other Loan Documents and the obligations of the Company and the Guarantors thereunder, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.  This Agreement shall constitute a Loan Document.












(b)           Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.








	 	
(c)

	
The Company and the Guarantors hereby represent and warrant as follows:














  





  











  






(i)           The Company and each Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Agreement.







(ii)           This Agreement has been duly executed and delivered by the Company and each Guarantor and constitutes each such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).







(iii)           No consent, approval, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by the Company or any Guarantor of this Agreement.








	 	
(d)

	
The Company and each Guarantor represent and warrant to the Lenders that after giving effect to this Agreement (i) the representations and warranties of the Company and the Guarantors set forth in Article IX of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) no event has occurred and is continuing which constitutes an Unmatured Event of Default or an Event of Default.













	 	
(e)

	
This Agreement 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.  Delivery of an executed counterpart of this Agreement by telecopy or electronic mail shall be effective as an original and shall constitute a representation that an executed original shall be delivered.












(f)           THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.







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Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.







COMPANY:                                           SP PLUS CORPORATION,


a Delaware corporation












By:      /s/ Vance Johnston


Name: Vance Johnston


Title:  Executive Vice President, Chief Financial Officer and Treasurer













	
GUARANTORS:

	
STANDARD AUTO PARK, INC., an Illinois corporation







APCOA LASALLE PARKING COMPANY, LLC,


a Louisiana limited liability company







By:      /s/ Vance Johnston


Name: Vance Johnston



	
  

	
Title:

	
Treasurer of each of the foregoing












SP PLUS LOGISTICS, INC.,


a Delaware corporation







By:       /s/ Vance Johnston


Name:  Vance Johnston


Title:    Senior Vice President and Treasurer







SP PLUS PROPERTY MANAGEMENT, INC.,


a Delaware corporation







By:       /s/ Vance Johnston


Name:  Vance Johnston


Title:    Vice President and Treasurer







SP PLUS SECURITY SERVICES, INC.,


a Delaware corporation







By:       /s/ Vance Johnston


Name:  Robert N. Sacks


Title:    Executive Vice President, General Counsel and Secretary












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STANDARD PARKING CORPORATION IL,


a Delaware corporation


CENTRAL PARKING SYSTEM OF ALABAMA, INC.,


an Alabama corporation


ALLRIGHT CORPORATION,


a Delaware corporation


CPC PROPCO, LLC,


a Delaware limited liability company


CPS FINANCE, LLC,


a Delaware limited liability company


KINNEY SYSTEM, INC.,


a Delaware corporation


CENTRAL PARKING SYSTEM OF INDIANA, INC.,


an Indiana corporation


CPS AIRPORT DEVELOPMENT, L.L.C.,


a Louisiana limited liability company


11 EAST FRANKLIN STREET BUSINESS TRUST,


a trust organized under the laws of the State of Maryland


301 EAST SARATOGA STREET BUSINESS TRUST,


a trust organized under the laws of the State of Maryland


305 GUILFORD AVENUE BUSINESS TRUST,


a trust organized under the laws of the State of Maryland


NATIONAL GARAGES, INCORPORATED,


a Michigan corporation


CENTRAL PARKING CORPORATION,


a Tennessee corporation


CENTRAL PARKING SYSTEM, INC.,


a Tennessee corporation


CENTRAL PARKING SYSTEM–AIRPORT SERVICES, INC.,


a Tennessee corporation


CENTRAL PARKING SYSTEM OF CONNECTICUT, INC.,


a Tennessee corporation


CENTRAL PARKING SYSTEM OF FLORIDA, INC.,


a Tennessee corporation


CENTRAL PARKING SYSTEM OF GEORGIA, INC.,


a Tennessee corporation


CENTRAL PARKING SYSTEM OF LOUISIANA, LLC,


a Tennessee limited liability company


CENTRAL PARKING SYSTEM OF MARYLAND, INC.,


a Tennessee corporation


CENTRAL PARKING SYSTEM OF MISSISSIPPI, LLC,


a Tennessee limited liability company


CENTRAL PARKING SYSTEM OF MISSOURI, LLC,


a Tennessee limited liability company







By:       /s/ Vance Johnston


Name:  Vance Johnston



	
  

	
Title:

	
Executive Vice President, Chief Financial Officer and Treasurer of each of the foregoing












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CENTRAL PARKING SYSTEM OF NEW JERSEY, LLC,


a Tennessee limited liability company


CENTRAL PARKING SYSTEM OF NEW YORK, INC.,


a Tennessee corporation


CENTRAL PARKING SYSTEM OF NORTH CAROLINA, INC.,


a Tennessee corporation


CENTRAL PARKING SYSTEM OF PUERTO RICO,


a Tennessee corporation


CENTRAL PARKING SYSTEM OF WASHINGTON, INC.,


a Tennessee corporation


CENTRAL PARKING SYSTEM REALTY OF NEW YORK, INC.,


a Tennessee corporation


CPS OF THE NORTHEAST, INC.,


a Tennessee corporation


CENTRAL PARKING SYSTEM OF VIRGINIA, INC.,


a Washington District of Columbia corporation


UNIVERSAL PARKING, INC.,


an Arizona corporation


KCPC HOLDINGS, INC.,


a Delaware corporation


KCPC INTERMEDIATE HOLDINGS, INC.,


a Delaware corporation







By:      /s/ Vance Johnston


Name: Vance Johnston



	
  

	
Title:

	
Executive Vice President, Chief Financial Officer and Treasurer of each of the foregoing













	
  

	
USA PARKING SYSTEM, INC.,








	
  

	
a Tennessee corporation












By:      /s/ Vance Johnston                                                      


Name: Vance Johnston



	
  

	
Title:

	
Executive Vice President and Chief Financial Officer







 




  





  











  






ADMINISTRATIVE


AGENT:                                                 BANK OF AMERICA, N.A.,


as Administrative Agent







By:           /s/ Roberto Salazar


Name:           Roberto Salazar


Title:           Vice President


 


 


 




 




  





  











  






LENDERS:                                             BANK OF AMERICA, N.A.,


as a Lender







By:           /s/ Brian Halbane


Name:      Brian Halbane


Title:        Vice President


 


 




 




  





  











  






WELLS FARGO BANK, N.A.,


as a Lender







By:           /s/ Peg Laughli


Name:      Peg Laughli


Title:        SVP


 


 


 


 


 




 




  





  











  






U.S. BANK NATIONAL ASSOCIATION,


as a Lender







By:           /s/ Mark Utlaut


Name:      Mark Utlaut


Title:        Senior Vice President


 


 


 


 




 




  





  











  






FIRST HAWAIIAN BANK,


as a Lender







By:           /s/ Derek Chang


Name:      Derek Chang


Title:        Vice President


 


 


 


 


 




 




  





  











  






BMO HARRIS BANK N.A.,


as a Lender







By:           /s/ Philip McCaulay


Name:      Philip McCaulay


Title:        Vice President


 


 


 


 




 




  





  











  






JPMORGAN CHASE BANK, N.A.,


as a Lender







By:           /s/ Allan DeRozen


Name:      Allan DeRozen


Title:        Authorized Signor


 


 


 


 




 




  





  











  






KEYBANK NATIONAL ASSOCIATION,


as a Lender







By:           /s/ Meghan Starr


Name:      Meghan Starr


Title:        Vice President




 


 


 




  





  











  






THE PRIVATEBANK AND TRUST COMPANY,


as a Lender







By:           /s/ Chris O’Hara


Name:      Chris O’Hara


Title:        Managing Director


 


 


 




 




  





  











  






PNC BANK, NATIONAL ASSOCIATION,


as a Lender







By:           /s/ Patrick Flaherty


Name:      Patrick Flaherty


Title:        Vice President


 


 


 


 




 




  





  











  






ASSOCIATED BANK, NATIONAL ASSOCIATION,


as a Lender







By:           /s/ Craig Thessin


Name:      Craig Thessin


Title:        Senior Vice President


 


 


 


 


 




 




  





  











  






THE NORTHERN TRUST COMPANY,


as a Lender







By:           /s/ Brittany Mondane


Name:      Brittany Mondane


Title:        Second Vice President