Exhibit 10.1

 

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 31, 2012 (the “Amendment”) is entered into among STANDARD PARKING CORPORATION, a Delaware corporation (the “Company”), the Lenders, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Lender and WELLS FARGO BANK, N.A., as Issuing Lender and Syndication Agent.  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, the Administrative Agent and the Syndication Agent entered into that certain Amended and Restated Credit Agreement dated as of July 15, 2008 (as modified, the “Credit Agreement”); and

 

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.  The definition of Termination Date in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

 

Termination Date means the earlier to occur of (a) October 1, 2013 or (b) such other date on which the Commitments terminate pursuant to Section 6 or 13.

 

2.             Conditions Precedent.  This Amendment shall be effective immediately upon satisfaction of the following conditions precedent:

 

(a)              receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Company, the Administrative Agent, each Issuing Lender, the Swing Line Lender and the Lenders; and

 

(b)             receipt by the Administrative Agent of a fully executed Consent in the form attached as Exhibit A to this Amendment, duly signed and delivered by each Guarantor.

 

3.             Miscellaneous.

 

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

 

(b)           The Company hereby represents and warrants as follows:

 

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

 











 

(ii)           This Amendment has been duly executed and delivered by the Company and constitutes the Company’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

 

(iii)          No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by the Company of this Amendment.

 

(c)          The Company represents and warrants to the Lenders that (i) the representations and warranties set forth in Section 9 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 and (ii) no Unmatured Event of Default or Event of Default has occurred or is continuing.

 

(d)           This 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.  Delivery of an executed counterpart of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

 

(e)           THIS AMENDMENT 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.

 

[remainder of page intentionally left blank]

 

2











 

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

 

	
 
    	
STANDARD   PARKING CORPORATION, a Delaware corporation
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ G.   Marc Baumann
    
	
 
    	
Name:
    	
G. Marc   Baumann
    
	
 
    	
Title:
    	
Executive   Vice President & Chief Financial Officer
    


 

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

STANDARD PARKING CORPORATION

 












 

	
 
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent and Collateral Agent
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Christine Trotter
    
	
 
    	
Name:
    	
Christine   Trotter
    
	
 
    	
Title:
    	
Assistant   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Swing Line Lender, Issuing Lender and a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jason Guerra
    
	
 
    	
Name:
    	
Jason   Guerra
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
WELLS   FARGO BANK N.A.,
    
	
 
    	
as   Syndication Agent, Issuing Lender and a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Gail Bernstein
    
	
 
    	
Name:
    	
Gail   Bernstein
    
	
 
    	
Title:
    	
Banking   Officer
    
	
 
    	
 
    
	
 
    	
FIFTH   THIRD BANK,
    
	
 
    	
as a   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Stephen C. Watts
    
	
 
    	
Name:
    	
Stephen   C. Watts
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
JPMORGAN   CHASE BANK, N.A.,
    
	
 
    	
as a   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael A. Berent
    
	
 
    	
Name:
    	
Michael   A. Berent
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
U.S.   BANK NATIONAL ASSOCIATION,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Clifford S. Chaitman
    
	
 
    	
Name:
    	
Clifford   S. Chaitman
    
	
 
    	
Title:
    	
Assistant   Vice President
    
	
 
    	
 
    
	
 
    	
FIRST   HAWAIIAN BANK,
    
	
 
    	
as a   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Dawn Hofmann
    
	
 
    	
Name:
    	
Dawn   Hofmann
    
	
 
    	
Title:
    	
Vice   President
    


 

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

STANDARD PARKING CORPORATION

 











 

Exhibit A

 

CONSENT

 

This Consent (this “Consent”), dated as of May [    ], 2012, is delivered in connection with the First Amendment to Amended and Restated Credit Agreement, dated as of the date hereof (the “Amendment”), by and among Standard Parking Corporation, a Delaware corporation (the “Company”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Lender and Wells Fargo Bank, N.A., as Issuing Lender and Syndication Agent.  Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement (as defined in the Amendment) as amended by the Amendment (such agreement, as so amended, being the “Amended Credit Agreement”).

 

Each of the undersigned, as a party to the Guaranty and Collateral Agreement, hereby acknowledges and consents to the execution and delivery of the Amendment, and hereby confirms and agrees that the Guaranty and Collateral Agreement is and shall continue to be, in full force and effect, and hereby ratifies and confirms in all respects its obligations thereunder, except that, upon the effectiveness of, and on and after the date of, the Amendment, all references in the Guaranty and Collateral Agreement to the “Credit Agreement,” “thereunder,” “thereof” or words of like import shall mean the Amended Credit Agreement.

 

This Consent may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same instrument.

 

[Signature Pages Follow]

 











 

	
GUARANTORS:
    	
STANDARD   AUTO PARK, INC.,
    
	
 
    	
an   Illinois corporation
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    
	
 
    	
STANDARD   PARKING CORPORATION IL,
    
	
 
    	
a   Delaware corporation
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    
	
 
    	
APCOA   LASALLE PARKING COMPANY, LLC,
    
	
 
    	
a   Louisiana limited liability company
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    
	
 
    	
APCOA   BRADLEY PARKING
    
	
 
    	
COMPANY,   LLC,
    
	
 
    	
a   Connecticut limited liability company
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    
	
 
    	
PREFERRED   RESPONSE SECURITY
    
	
 
    	
SERVICES, INC.,
    
	
 
    	
a   Delaware corporation
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    
	
 
    	
VIRGINIA   PARKING SERVICE, INC.,
    
	
 
    	
a   Delaware corporation
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    


 

CONSENT TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

STANDARD PARKING CORPORATION