Exhibit








Exhibit 10.1


SECOND AMENDMENT


THIS SECOND AMENDMENT dated as of October 30, 2019 (this “Amendment”) is entered into among SP Plus Corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.  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 Borrower, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, have entered into that certain Credit Agreement dated as of November 30, 2018 (as amended, modified, extended, restated or supplemented from time to time on or prior to the date hereof, the “Credit Agreement”); and


WHEREAS, the Borrower has requested that the Required Lenders agree to certain amendments to the Credit Agreement, and the Required Lenders have agreed to such amendments 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.Amendments.  


1.1    The definition of “Limited Condition Transaction” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


““Limited Condition Transaction” means, in each case solely if the Borrower has exercised its option pursuant to Section 1.09 in connection therewith, (a) any Permitted Acquisition, the acquisition of Equity Interests in any Joint Venture or similar Investment permitted by Section 7.03, in each case, the consummation of which is not conditioned on the availability of, or on obtaining, any third-party financing, (b) the declaration or public announcement of any Restricted Payment permitted by Section 7.06; provided that such Restricted Payment is made within sixty (60) days of being declared, (c) any agreement to consummate any Disposition permitted by Section 7.05 and/or (d) the submission or delivery of an irrevocable notice of Prepayment of Subordinated Debt to the extent permitted by Section 7.14; provided that such Prepayment of Subordinated Debt is made within sixty (60) days of the date of such notice.”


1.2    Section 7.06(c) of the Credit Agreement is amended to read as follows: 


“the Borrower may declare and make any other Restricted Payment, so long as: (i) no Default shall exist or would exist after giving effect thereto; (ii) after giving effect to such Restricted Payment on a Pro Forma Basis, the Loan Parties are in Pro Forma Compliance with the financial covenants set forth in Section 7.11 (which, for the avoidance of doubt, may, at the sole option of the Borrower, be tested on the LCT Test Date in accordance with Section 1.09); and (iii) after giving effect to such Restricted Payment and any Credit Extensions made in connection therewith, Availability shall be at least $20,000,000; and”











2.    Conditions Precedent.  This Amendment shall be effective upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, 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 Loan Parties thereunder, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.  This Amendment shall constitute a Loan Document.


(b)    Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Amendment 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 Loan Parties hereby represent and warrant on the date hereof as follows:


(i)    The Loan Parties have taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment.


(ii)    This Amendment has been duly executed and delivered by each Loan Party and constitutes each such Loan Party’s legal, valid and binding obligations, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium or other laws affecting the enforceability of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).


(iii)    No approval, consent, 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 Borrower or any Guarantor of this Amendment, other than, in each case, (A) those approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, and (B) those approvals, consents, exemptions, authorizations, actions, notices and filings the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.


(d)    The Loan Parties represent and warrant to the Lenders that, on the date hereof after giving effect to this Amendment, (i) the representations and warranties of each Loan Party set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by Material Adverse Effect or other materiality, in which case, it is true and correct in all respects) with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case, such representations and warranties was true and correct in all material respects (except to the extent any such representation and warranty is qualified by Material Adverse Effect or other materiality, in which case, it was true and correct in all respects) as of such earlier date) and (ii) no Event of Default exists, or would immediately result from this Amendment.


(e)    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 fax or e-mail shall be effective as an original and shall constitute a representation that an executed original shall be delivered.


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(f)    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.


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


BORROWER:                SP PLUS CORPORATION,
a Delaware corporation


By:    /s/ Kristopher Roy        
Name:    Kristopher Roy
Title:    Chief Financial Officer


GUARANTORS:            ATLANTA PROVISIONS, LLC,
a Florida limited liability company
AUSTIN BERGSTROM TRANSFER, LLC,
a Florida limited liability company 
BAGGAGE AIRLINE GUEST SERVICES, INC., 
a Florida corporation
BAGS FOR CRUISES, LLC,
a Florida limited liability company 
BAGS OF FLORIDA, LLC,
a Florida limited liability company 
BAGS OF GEORGIA, LLC,
a Florida limited liability company 
BAGS OF NEVADA, LLC,
a Nevada limited liability company 
BAGS PARKING SERVICES LLC,
a Florida limited liability company
BALTIMORE DISTRIBUTION, LLC,
a Florida limited liability company 
CCM INVESTMENTS GROUP, LLC,
a Delaware limited liability company 
CENTRAL PARKING CORPORATION,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF CONNECTICUT, INC., 
a Tennessee corporation
CENTRAL PARKING SYSTEM OF GEORGIA, INC., 
a Tennessee corporation
CENTRAL PARKING SYSTEM OF MARYLAND, INC., 
a Tennessee corporation




By:    /s/ Robert N. Sacks        
Name:    Robert N. Sacks
Title:    Executive Vice President, Secretary
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SP PLUS CORPORATION
SECOND AMENDMENT







CENTRAL PARKING SYSTEM OF NEW YORK, INC., 
a Tennessee corporation
CENTRAL PARKING SYSTEM OF PUERTO RICO, INC., 
a Tennessee corporation 
CENTRAL PARKING SYSTEM OF WASHINGTON, INC., 
a Tennessee corporation
CENTRAL PARKING SYSTEM REALTY OF NEW YORK, INC., a Tennessee corporation
CERTIFIED AUTO RETRIEVAL SERVICE, INC.,
a Florida corporation 
CITY NIGHTS VALET, INC.,
a Florida corporation
CITY SIDE SERVICES, LLC,
a Delaware limited liability company
COLORADO SPRINGS SERVICES, LLC,
a Florida limited liability company 
CPC PROPCO, LLC,
a Delaware limited liability company
DALLAS LOVE SUPPLIES, LLC,
a Florida limited liability company 
DC PROVISIONS, LLC,
a Florida limited liability company 
DENVER SERVICES, LLC,
a Florida limited liability company 
DULLES SERVICES, LLC,
a Florida limited liability company 
EUGENE PROVISIONS, LLC,
a Florida limited liability company 
HOME SERV DELIVERY, LLC,
a Florida limited liability company 
HOSPITALITY CCGS HOLDINGS, LLC,
a Delaware limited liability company




By:    /s/ Robert N. Sacks         
Name:    Robert N. Sacks 
Title:    Executive Vice President, Secretary
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SP PLUS CORPORATION
SECOND AMENDMENT







JAMAICA LOGISTICS, LLC,
a Florida limited liability company
KCPC HOLDINGS, INC.,
a Delaware corporation
KINNEY SYSTEM, INC.,
a Delaware corporation
LUGGAGE LOGISTICS & PROCUREMENT, LLC, a Florida limited liability company
LUGGAGE SERVICES AND LOGISTICS, LLC,
a Delaware limited liability company
MAPLE LEAF LOGISTICS, LLC,
a Florida limited liability company 
MERRITT LEASING, LLC,
a Florida limited liability company 
MERRITT TRUCKING LLC,
a Delaware limited liability company 
MIAMI DADE CONVEYANCE, LLC,
a Florida limited liability company 
MINNEAPOLIS TRANSFER, LLC,
a Florida limited liability company 
NETBAGS.COM, LLC, 
a Pennsylvania limited liability company 
NEWARK DISTRIBUTIONS, LLC,
a Florida limited liability company 
ORLANDO DTTS, LLC,
a Florida limited liability company 
PACIFIC BAGS, LLC,
a Florida limited liability company 
PORTLAND PROVISIONS, LLC,
a Florida limited liability company 
QUEENS CONVEYANCE, LLC,
a Florida limited liability company 
REMOTE CHECK-IN, LLC,
a Delaware limited liability company
RSF SECURE, LLC,
a Delaware limited liability company
By:    /s/ Robert N. Sacks         
Name:    Robert N. Sacks 
Title:    Executive Vice President, Secretary
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SP PLUS CORPORATION
SECOND AMENDMENT









RSF STAFF, LLC,
a Delaware limited liability company
RYNN’S LUGGAGE OF TEXAS, INC.,
a Texas corporation
RYNN'S LUGGAGE CORPORATION,
a Pennsylvania corporation
SALT LAKE CITY TRANSFER, LLC,
a Florida limited liability company
SORT, LLC,
a Florida limited liability company
STANDARD AUTO PARK, INC.,
an Illinois corporation
STANDARD PARKING CORPORATION IL,
a Delaware corporation
TAMPA CONVEYANCE, LLC,
a Florida limited liability company 
TROS DTTS, LLC,
a Florida limited liability company 
TRUK, LLC,
a Delaware limited liability company,
TUCSON PROVISIONS, LLC
a Florida limited liability company, 
TUGS, LLC
a Florida limited liability company, 
USA PARKING SYSTEM, INC.,
a Tennessee corporation
VOYAGER MERCHANDISING, LLC,
a Delaware limited liability company 
ZWB HOLDINGS, INC.,
a Florida corporation
By:    /s/ Robert N. Sacks         
Name:    Robert N. Sacks 
Title:    Executive Vice President, Secretary
APCOA LASALLE PARKING COMPANY, LLC,
a Louisiana limited liability company
By:    SP Plus Corporation
Its:    Manager and Member
By:     /s/ Robert N. Sacks        
Name:    Robert N. Sacks 
Title:    Executive Vice President, Secretary


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SP PLUS CORPORATION
SECOND AMENDMENT






CENTRAL PARKING SYSTEM, INC.,
a Tennessee corporation


By:    /s/ Robert N. Sacks         
Name:    Robert N. Sacks 
Title:    Executive Vice President, Assistant Secretary


ADMINISTRATIVE AGENT:        BANK OF AMERICA, N.A.,
as Administrative Agent


By:    /s/ Kyle D Harding        
Name:    Kyle D Harding
Title:    AVP    


LENDERS:                BANK OF AMERICA, N.A., 
as a Lender, L/C Issuer and Swingline Lender


By:      /s/ Daniel K. Phelan                    
Name:    Daniel K. Phelan
Title:    Assistant Vice President
 
                 WELLS FARGO BANK, NATIONAL ASSOCIATION


By:      /s/ Peg Laughlin                        
Name:    Peg Laughlin
Title:    SVP
 
BMO HARRIS BANK N.A.


By:      /s/ Kendal B. Cross            
Name:    Kendal B. Cross
Title:    Vice President
 
JPMORGAN CHASE BANK, N.A.


By:     /s/ Erik Barragan            
Name:    Erik Barragan
Title:    Authorized Officer


KEYBANK NATIONAL ASSOCIATION


By:      /s/ David A. Wild         
Name:    David A. Wild
Title:    Senior Vice President
 








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SP PLUS CORPORATION
SECOND AMENDMENT






U.S. BANK NATIONAL ASSOCIATION
By:      /s/ Brian R Denk            
Name:    Brian R Denk
Title:    Assistant Vice President


ASSOCIATED BANK, N.A.


By:      /s/ Craig Thessin                 
Name:    Craig Thessin
Title:    Senior Vice President


PNC BANK, NATIONAL ASSOCIATION


By:     /s/ Edward Han                
Name:    Edward Han
Title:    Vice President


FIRST HAWAIIAN BANK


By:      /s/ Derek Chang                
Name:    Derek Chang
Title:    SVP


CIBC BANK USA


By:     /s/ Josh Udelhofen                
Name:    Josh Udelhofen
Title:    Commercial RM




SP PLUS CORPORATION
SECOND AMENDMENT