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Exhibit 10.2.1    
  


 
 

FIRST AMENDMENT TO
  AMENDED AND RESTATED CREDIT AGREEMENT    
  


        THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is made and entered into as of the 17th day of June, 2002 by and
among APCOA/Standard Parking, Inc., a Delaware corporation (the "Company"), Bank One, NA in its capacity as a "Lender" (as hereinafter defined), and LaSalle Bank National Association
("LaSalle"), a national banking association, as agent for the Lenders (in such capacity, the "Agent"). 


W I T N E S S E T H:  


        WHEREAS, the Agent and the Company are party to that certain Amended and Restated Credit Agreement dated as of
January 11, 2002 (as such agreement may be further amended, restated, modified or supplemented and in effect from time to time, the "Credit Agreement"), along with the lenders party thereto
from time to time (including without limitation, Bank One, NA) (collectively, the "Lenders" and individually, a "Lender"); and 



        WHEREAS, Bank One and LaSalle are the only Lenders to the Credit Agreement as of the date hereof; and 


        WHEREAS, in connection with the Credit Agreement, AP Holdings, Inc., a Delaware corporation (the "Parent"), the owner of 100% of
the issued and outstanding common stock of the Company, and certain domestic subsidiaries of the Company (the "Guarantors") executed and delivered to Agent, for the benefit of the Lenders, that
certain Amended and Restated Guaranty dated as of January 11, 2002 (as it may be further amended, restated, modified or supplemented and in effect from time to time, the "Guaranty"); and 



        WHEREAS, certain of the Guarantors will be consolidated or otherwise reorganized as of June 30, 2002, such that (i) new
entities will be created and will become guarantors of the Company's obligations pursuant to the Credit Agreement as of that date, (ii) certain of the Guarantors will cease to exist as of that
date, and (iii) only APCOA Bradley Parking Company, LLC, a Connecticut limited liability company, APCOA LaSalle Parking Company, LLC, a Louisiana limited liability company, Hawaii Parking
Maintenance, Inc., a Hawaii corporation, and Standard Auto Park, Inc., an Illinois corporation currently exist as Guarantors and will continue to exist as Guarantors as of that date
(collectively, such Guarantors together with Parent are referred to herein as "Continuing Guarantors"); and 



        WHEREAS, the Agent, the Lenders and the Company desire to amend the Credit Agreement in certain respects, as hereinafter described in this
Amendment; 


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



        1.    Definitions.    Capitalized terms used in this Amendment, unless otherwise defined herein, shall have the
meaning ascribed to such terms in the Credit Agreement. 


        2.    Amendments.    The Loan Documents are hereby amended as follows: 



        (a)  Subsection
5.2(l)(2) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 




(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 Excess Cash Flow 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 such payment, and (iii) the calculation of Excess Cash Flow and the Affiliate Amount shall be delivered to the Agent concurrently with the
financial statements required pursuant to Section 5.1(d)(iii) of this Agreement, and the Agent shall have five (5) Business Days from the date the Company's
Form 10-Q is filed with the SEC 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 shall continue for each fiscal quarter thereafter; 





        (b)  Subsection
5.2(l)(5) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 




(5)
the Company may use a maximum of $1,000,000 out of the payment received by the Company pursuant to the cancellation of certain Facility Management Agreements to redeem shares of Series C
Preferred Stock owned by the Parent; provided, however, that the Parent must use, or return to the
Company, 100% of such redemption payment by July 1, 2002, to repurchase (directly, or indirectly in accordance with the transactions disclosed to the Lenders as of the date hereof) and retire a
portion of the Parent's Senior Discount Notes; provided, further, that the Company shall immediately provide copies to the Agent of all documents,
certificates, instruments and agreements executed in connection with the Parent's direct or indirect repurchase and retirement of the Parent's Senior Discount Notes; 





        (c)  The
other Loan Documents are hereby amended in accordance with the foregoing amendments to the Credit Agreement, to the extent such amendments are applicable to each
other Loan Document. 




        3.    Reaffirmation and Confirmation of Security Interest.    The Company and the Guarantors hereby confirm to the
Agent that each have granted to the Agent, for the benefit of the Lenders, a security interest in or lien upon substantially all of their respective property, including, without limitation, all the
property described in the Security Documents, in order to secure the obligations of the Company to the Agent and the Lenders pursuant to the Credit Agreement. The Company and each Guarantor hereby
reaffirms its respective grant of such security interest and lien to the Agent, for the benefit of the Lenders, for such purpose in all respects. 


        4.    Reaffirmation and Confirmation of Guaranties.    The Guaranty, as amended, is hereby reaffirmed as of the date
hereof in all respects by each of the Continuing Guarantors and shall continue from and after the date hereof and shall remain in full force and effect, as amended, from and after the date hereof, and
the obligations guaranteed under the Guaranty shall include the Company's obligations under the Credit Agreement and the other Loan Documents, as amended. 


        5.    Representation and Warranties.    To induce the Agent and the Lenders to enter into this Amendment, the Company
and the Continuing Guarantors hereby represent and warrant to the Agent and the Lenders that: 



        (a)  Since
December 31, 2001, 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
or the Continuing
Guarantors' respective businesses or financial condition. No Event of Default or Unmatured Event has occurred or would occur after giving effect to this Amendment. 


        (b)  The
Company and the Continuing Guarantors each have the corporate power and authority, and the legal right, to make and deliver this Amendment and to perform all of
their respective obligations under the Loan Documents, as amended by this Amendment, and each has taken all necessary corporate action to authorize the execution and delivery of this Amendment. 



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        (c)  When
executed and delivered, this Amendment and each Loan Document, as amended by this Amendment, will constitute legal, valid and binding obligations of the Company or
the Continuing Guarantors, as applicable, enforceable against each signatory thereto, in accordance with their respective terms, except as affected by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). 


        (d)  The
representations and warranties made by the Company and the Continuing Guarantors in the Loan 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 Amendment, 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 Amendment are for convenience only and are not part of
and shall not affect the construction of this Amendment. 



        (b)    Governing Law.    This 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 Amendment shall be interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this 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 Amendment. 



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


        (d)    Counterparts; Facsimile Signature.    This 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 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 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 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 Amendment shall be deemed to
include this Amendment unless the context shall otherwise require. 


        (g)    Continued Effectiveness.    Notwithstanding anything contained herein, the terms of this 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, and as secured by the
collateral described in the Security Documents. The Loan Documents, except as modified hereby, remain in full force and effect and are hereby reaffirmed in all respects. 


        (h)    Successors and Assigns.    This Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. 



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


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        IN WITNESS WHEREOF, the parties hereto have caused this First 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:	

/s/  JAMES A. WILHELM      
 James A. Wilhelm
 President and Chief Executive Officer
	

 	
 	

LASALLE BANK NATIONAL ASSOCIATION,

as Agent and a Lender
	

 	
 	

By:	

/s/  SEAN P. SILVER      
	 	 	Name:	Sean P. Silver
	 	 	Title:	Vice President
	

 	
 	

BANK ONE, NA, as a Lender
	

 	
 	

By:	

/s/  THOMAS T. BOWER      
	 	 	Name:	Thomas T. Bower
	 	 	Title:	Senior Vice President







[Continuing
Guarantor Signature Page to First Amendment to Amended and Restated Credit Agreement] 


ACKNOWLEDGED
AND AGREED, this

17th day of June, 2002: 



	AP Holdings, Inc.	 	 	 
	

By:	
 	

/s/  G. MARC BAUMANN      
 G. Marc Baumann
 Treasurer	

 	

 
	

APCOA Bradley Parking Company, LLC	

 	

 
	 	 	By:	 	APCOA/Standard Parking, Inc., its sole member and manager
	

 	
 	

 	
 	

By:	
 	

/s/  JAMES A. WILHELM      
 James A. Wilhelm
 President and Chief Executive Officer	

 
	

APCOA LaSalle Parking Company, LLC	

 	

 
	 	 	By:	 	APCOA/Standard Parking, Inc., its sole member and manager
	

 	
 	

 	
 	

By:	
 	

/s/  JAMES A. WILHELM      
 James A. Wilhelm
 President and Chief Executive Officer	

 
	

Hawaii Parking Maintenance, Inc.	

 	

 
	

By:	
 	

/s/  JAMES A. WILHELM      
 James A. Wilhelm
 President	

 	

 
	

Standard Auto Park, Inc.	

 	

 
	

By:	
 	

/s/  JAMES A. WILHELM      
 James A. Wilhelm
 President	

 	

 











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Exhibit 10.2.1


FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT