Exhibit 10.1.3


 


THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS THIRD
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this  “Third Amendment”) is made and entered
into as of the       day of December, 2002 and is by
and among APCOA/Standard Parking, Inc., a Delaware corporation (the “Company”)
LaSalle Bank National Association, a national banking association (“LaSalle”),,
Bank One, NA, a national banking association (“Bank One”), and LaSalle as agent
(in such capacity, the “Agent”) for the “Lenders” under the Credit Agreement
referred to below.


 


W I T N E S S E T H:


 


WHEREAS,
LaSalle, Bank One and the Company are all of the parties to that certain
Amended and Restated Credit Agreement dated as of January 11, 2002, as amended
(as such agreement has been or may be further amended, restated, modified or
supplemented and in effect from time to time, the “Credit Agreement”), and
LaSalle and Bank One are all of the “Lenders” thereunder;  and


 


WHEREAS,
LaSalle, Bank One and the Company desire to amend the Credit Agreement in
certain respects, as hereinafter described in this Third Amendment;


 


NOW
THEREFORE, in consideration of the mutual conditions
and agreements set forth in the Credit Agreement and this Third Amendment, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


Definitions.  Capitalized terms used in this Third
Amendment, unless otherwise defined herein, shall have the meaning ascribed to
such terms in the Credit Agreement.  In
addition, the following term shall have the meaning indicated:


 


“Third
Amendment Effective Date” means the date upon which this Third Amendment is
executed by the Company, LaSalle, and Bank One, and the Guarantor Consent and
Reaffirmation hereto is executed by each Guarantor, and each other condition to
effectiveness set forth in Section 3 hereof has been fulfilled to the
reasonable satisfaction of LaSalle and Bank One.


 


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


 


(A)                              The
definitions of Borrowing Base, Revolving Loan Commitment and Revolving Loan
Maturity Date in Section 1.1 of the Credit Agreement shall be amended and
restated in their respective entireties as follows:


 


“Borrowing
Base” shall mean an amount equal to (i) eighty percent (80%) of the unpaid
amount (net of such reserves and allowances as the Agent deems necessary in its
reasonable discretion) of all Eligible Accounts Receivable then existing (other
than Eligible Capital Improvement Receivables), plus (ii) fifty percent
(50%) of all Eligible Capital Improvement Receivables then existing, plus
(iii) forty percent (40%) of (A) the


 

















 


Net Book Value
of Fixed Assets of the Company, minus (B) outstanding Capital Lease
Indebtedness of the Company (determined on a consolidated basis).


 


(B)                                The
following new definitions shall be added to Section 1.1 in their proper
alphabetical places:


 


“Capital
Improvement Receivable” shall mean an Account Receivable which is payable
to the Company in respect of capital improvements made (or paid for) by the
Company to a vehicle parking facility managed by the Company pursuant to a
written agreement between the Company and a non-Affiliate third party.


 


“Capital
Lease Indebtedness” shall mean that portion of obligations under Capital
Leases of a Person which, in accordance with GAAP, would be classified as the
principal portion of Indebtedness of such Person.


 


“Eligible
Capital Improvement Receivable” shall mean a Capital Improvement Receivable
which meets the requirements of an Eligible Account Receivable hereunder except
that such Account Receivable is due more than 90 days past the original invoice
date thereof.


 


“Net Book
Value of Fixed Assets of the Company” shall mean, as of any date of
determination thereof, determined for the Company on a consolidated basis, (a)
the net book value of the Company’s fixed assets as of such date, less (b) the
net book value as of such date of the cost of contracts acquired, to the extent
that such cost of contracts acquired is reflected as fixed assets in the books
of the Company.


 


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


 


(a)                                  Unless
earlier payment is permitted or required under this Agreement, the Company
shall pay to the Agent, for the benefit of the Lenders, (i) on the Revolving
Credit Termination Date, the entire outstanding principal amount of the
Revolving Credit Advances, (ii) on or before March 1, 2003, $5,000,000.00 of
the outstanding principal balance of the Term Loan, and (iii) on the Term Loan
Termination Date, the entire outstanding principal balance of the Term
Loan.  If the Revolving Credit Advances
at any time exceed the amount allowed pursuant to Section 2.1(c), the Company
shall repay the Revolving Credit Advances by an amount equal to or, at its
option, greater than such excess.


 


(D)                               Section
5.2(l)(2) shall be amended and restated in its entirety as follows:


 


(2)  the Company or any Subsidiary may pay or
issue to Parent or Affiliates such amounts or dividends which in the aggregate
do not exceed in any fiscal quarter an amount equal to the lesser of $750,000
or an amount equal to 50% of the amount of the Company’s Excess Cash Flow for
the four fiscal quarters most recently ended times one-fourth (collectively,
the “Affiliate Amount”); provided, that (i) such payments do not violate
any other terms or provisions of this Agreement, (ii) no Unmatured Event or
Event of Default exists or would be caused by any such payment, (iii) the
calculation of Excess Cash Flow and the Affiliate Amount shall be delivered to
the Agent concurrently with the financial


 


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statements
required pursuant to Section 5.1(d)(iii) of this Agreement and the Agent shall
have five (5) Business Days in which to review and approve or disapprove such
calculation, and the Affiliate Amount shall be paid upon approval of such
calculation, and (iv) the payment of the Affiliate Amount shall begin for the
fiscal quarter ending March 31, 2002 and fiscal quarters ending thereafter; provided
further that notwithstanding the foregoing, the maximum aggregate total
amount of all Affiliate Amounts paid after December 12, 2002 shall not exceed
$100,000 without the prior approval of the Agent;


 


(E)                                 The
Term Note shall be amended and restated in its entirety in the form attached to
this Third Amendment.


 


(F)                                 Exhibit
K shall be amended and restated in its entirety in the form attached to this
Third Amendment.


 


3.                                       Conditions
to Third Amendment Effective Date. 
This Third Amendment shall become effective and the Third Amendment
Effective Date shall occur upon completion of each of the following conditions
to the reasonable satisfaction of each of LaSalle and Bank One:


 


(A)                              Execution
and Delivery of This Third Amendment. 
This Third Amendment shall have been duly executed and delivered by the
parties hereto.


 


(B)                                Restated
Term Note.  The Company shall have
executed and delivered to Bank One an amended and restated Term Note in the
form attached to this Third Amendment.


 


(C)                                Guarantor
Reaffirmations.  Each of the Guarantors
shall have executed and delivered to the Agent a reaffirmation, in form and
substance acceptable to the Agent, of such Guarantor’s obligations under the
Guaranty.


 


(D)                               Secretary’s
Certificates; Resolutions; Incumbency. 
The Company shall have delivered to the Agent, for the Company and for
each Guarantor, a certificate of the Secretary or Assistant Secretary of the
Company or such Guarantor certifying:


 


(i)                                     the
names, offices and true signatures of the officers of the Company or such
Guarantor authorized to execute, deliver and perform, as applicable, this Third
Amendment and/or any other instruments, documents or agreements to be entered
into by the Company or such Guarantor in connection herewith; and


 


(ii)                                  true
and correct copies of the certificate of incorporation and the by-laws of the
Company or such Guarantor, in each case as amended and then in effect, or a
statement that the certificate of incorporation and/or by-laws of the Company
or such Guarantor have not been amended or modified since the most recent date
of delivery of true, correct and complete copies thereof to the Agent and such
copies remain true, correct and complete; and


 


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(iii)                               true
and correct copies of resolutions of the board of directors of the Company or
such Guarantor approving and authorizing the execution, delivery and
performance by the Company or such Guarantor of this Third Amendment and/or any
other instruments, documents or agreements to be entered into by the Company or
such Guarantor in connection herewith.


 


(E)                                 No
Defaults.  No Default or Event of
Default shall have occurred and be continuing under the Credit Agreement, taking
into account the changes to the Credit Agreement contemplated by this Third
Amendment.


 


(F)                                 Fees.  In consideration of the Lenders’ entering
into this Third Amendment, the Company shall have paid to Bank One a fee of
$37,500 and to LaSalle a fee of $62,500, which fees shall be fully earned and
non-refundable.


 


4.                                       Reaffirmation
and Confirmation of Security Interest. 
The Company hereby confirms to LaSalle and Bank One that the Company has
granted to the Agent, for the benefit of the Lenders, a security interest in or
lien upon substantially all of its property in order to secure the obligations
of the Company to the Agent and the Lenders pursuant to the Credit
Agreement.  The Company hereby reaffirms
such grant of such security interest and lien to the Agent, for the benefit of
the Lenders, for such purpose in all respects.


 


5.                                       Representation
and Warranties.  To induce LaSalle
and Bank One to enter into this Third Amendment, the Company hereby represents
and warrants to LaSalle and Bank One that:


 


(a)                                  Since
September 30, 2002, there has been no development or event, which has had or
could reasonably be expected to have a material adverse effect on the Company’s
business or financial condition.  No
Event of Default or Unmatured Event will occur after giving effect to this
Third Amendment.


 


(b)                                 The
Company has the corporate power and authority, and the legal right, to make and
deliver this Third Amendment and each other instrument, document or agreement
to be executed and delivered by it pursuant hereto, and to perform all of its
obligations hereunder and thereunder, and under the Credit Agreement as amended
by this Third Amendment, and the Company has taken all necessary corporate
action to authorize the execution and delivery of this Third Amendment and each
other instrument, document or agreement to be executed and delivered by it
pursuant hereto.


 


(c)                                  When
executed and delivered, this Third Amendment and each other instrument,
document or agreement to be executed and delivered by the Company pursuant
hereto, and the Credit Agreement as amended by this Third Amendment, will
constitute legal, valid and binding obligations of the Company, enforceable in
accordance with their respective terms, except as enforceability may be
affected by bankruptcy, insolvency, reorganization, moratorium and other
similar laws relating to or affecting the enforcement of creditors’ rights
generally, and by general equitable principles.


 


(d)                                 No
Unmatured Event or Event of Default exists and the representations and
warranties made by the Company and the Continuing Guarantors in the Loan


 


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Documents to
which each is a party are true and correct in all material respects on and as
of the date hereof, before and after giving effect to the effectiveness of this
Third Amendment and each other instrument, document or agreement to be executed
and delivered by any of them pursuant thereto, as if made on and as of this
date, other than those that relate to an earlier or specific date.


 


6.                                       Miscellaneous.


 


(a)                                  Captions.  Section captions and headings used in this
Third Amendment are for convenience only and are not part of and shall not
affect the construction of this Third Amendment.


 


(b)                                 Governing
Law.  This Third Amendment shall be
a contract made under and governed by the laws of the State of Illinois,
without regard to conflict of laws principles. 
Whenever possible, each provision of this Third Amendment shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Third Amendment shall be prohibited by or invalid
under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Third Amendment.


 


(c)                                  Severability.  Any provision of this Third Amendment held
by a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Third Amendment and the effect
thereof shall be confined to the provision so held to be invalid or
unenforceable.


 


(d)                                 Counterparts;
Facsimile Signature.  This Third
Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which shall together constitute but one
and the same document.  This Third
Amendment may be executed by facsimile signature, and any such facsimile
signature by any party hereto shall be deemed to be an original signature and
shall be binding on such party to the same extent as if such facsimile
signature were an original signature.


 


(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 permitted assigns.


 


(f)                                    References.  From and after the date of execution of this
Third Amendment, any reference to any of the Loan Documents 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 Notes
or any other Loan Document.  The parties
hereto expressly do not intend to extinguish the Credit Agreement or any other
Loan Document.  Instead, it is the
express intention of the parties hereto to reaffirm the indebtedness created
under the Credit Agreement, as evidenced by the Notes (including the amended
and restated Term Note to be executed and delivered pursuant to this Third
Amendment), and as secured by the collateral described in the


 


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Security Documents.  The Loan Documents, except as modified hereby, remain in full
force and effect and are hereby reaffirmed in all respects.


 


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


 


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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to Amended and Restated Credit Agreement to be duly executed under seal and
delivered by their respective duly authorized officers on the date first above
written.


 


 


	
   

  	
  APCOA/STANDARD PARKING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  as Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK ONE, NA, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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