Exhibit 10.1


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


This First
Amendment to Credit Agreement (this “First Amendment”) is dated as of the 7th
day of July, 2004 and is by and among Standard Parking Corporation, a Delaware
corporation (the “Borrower”), LaSalle Bank National Association (“LaSalle”), in
its capacity as Agent for the Lenders party to the Credit Agreement described
below and as a Lender, Wells Fargo Bank, N.A. (“Wells Fargo”), as a Lender and
as Syndication Agent under such Credit Agreement, U.S. Bank National
Association (“U.S. Bank”) as a Lender, and Fifth Third Bank Chicago (“Fifth
Third”), as a Lender.


 


W I T N E S S E T H:


 


WHEREAS, the
Borrower, LaSalle and Wells Fargo are all of the parties to that certain Credit
Agreement dated as of June 2, 2004 (as it may be amended, restated, modified or
supplemented and in effect from time to time, the “Credit Agreement”); and


 


WHEREAS, the
parties desire to amend the Credit Agreement to include U.S. Bank and Fifth
Third as Lenders thereunder and to concurrently reduce the Commitments of
LaSalle and Wells Fargo, and in certain respects, all as set forth herein;


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


1.             Definitions.  Capitalized terms used in this First
Amendment and not otherwise defined herein are used with the meanings given
such terms in the Credit Agreement.  In
addition, for purposes of this First Amendment the following terms shall have
the meanings indicated:


 


“First Amendment Effective Date” means the date upon which this First
Amendment to Credit Agreement is executed by the Borrower, LaSalle, Wells
Fargo, U.S. Bank and Fifth Third.


 


2.             Amendments to the Credit
Agreement.  Effective on the First
Amendment Effective Date, the Credit Agreement shall be amended as follows:


 


(A)          To include U.S. Bank and Fifth Third
as Lenders thereunder with Commitments as set forth on Amended and Restated
Annex A to the Credit Agreement in the form of Schedule A to the First
Amendment, and to concurrently reduce the Commitments of LaSalle and Wells
Fargo to the amounts set forth on such Amended and Restated Annex A to the
Credit Agreement.


 


(B)           To amend and restate in its entirety
the definition of Commitment as follows:


 


“Commitment” means, as to any Lender, such Lender’s commitment
to make Loans, and to issue or participate in Letters of Credit and Existing
Letters of Credit, under this Agreement. 
The initial amount of each Lender’s commitment to make Loans is set
forth on Annex A, as it may be amended, restated, modified or
supplemented and in effect from time to time.


 

















 


(C)           To amend and restate Section 15.18 in
its entirety as follows:


 


15.18       Nonliability of
Lenders.  The relationship between
the Company on the one hand and the Lenders and the Administrative Agent and
the Issuing Lender on the other hand shall be solely that of borrower and
lender.  Neither the Administrative
Agent , the Issuing Lender, LaSalle as the issuer of the Existing Letters of
Credit nor any Lender has any fiduciary relationship with or duty to any Loan
Party or Guarantor arising out of or in connection with this Agreement or any
of the other Loan Documents, and the relationship between the Loan Parties and
the Guarantors, on the one hand, and the Administrative Agent, the Issuing
Lender, LaSalle as the issuer of the Existing Letters of Credit and the
Lenders, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor.  Neither the
Administrative Agent, the Issuing Lender, LaSalle as the issuer of the Existing
Letters of Credit nor any Lender undertakes any responsibility to any Loan
Party or Guarantor to review or inform any Loan Party or Guarantor of any
matter in connection with any phase of any Loan Party’s or Guarantor’s business
or operations.  The Company agrees, on
behalf of itself and each other Loan Party and Guarantor, that neither the
Administrative Agent, the Issuing Lender, LaSalle as the issuer of the Existing
Letters of Credit nor any Lender shall have liability to any Loan Party or
Guarantor (whether sounding in tort, contract or otherwise) for losses suffered
by any Loan Party or Guarantor in connection with, arising out of, or in any
way related to the transactions contemplated and the relationship established
by the Loan Documents, or any act, omission or event occurring in connection
therewith, unless it is determined in a final non-appealable judgment by a
court of competent jurisdiction that such losses resulted from the gross
negligence or willful misconduct of the party from which recovery is sought.  NO LENDER
PARTY OR LOAN PARTY OR GUARANTOR SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM
THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH
INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH
THIS AGREEMENT, NOR SHALL ANY LENDER PARTY OR LOAN PARTY OR GUARANTOR HAVE ANY
LIABILITY WITH RESPECT THERETO, EXCEPT AS A RESULT OF ITS OWN GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT.  The
Company acknowledges that it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Loan Documents to which
it is a party.  No joint venture is
created hereby or by the other Loan Documents or otherwise exists by virtue of
the transactions contemplated hereby among the Lenders or among the Loan
Parties, Guarantors and the Lenders.


 


(D)          To amend and restate Annex A and Annex
B to the Credit Agreement in their respective entireties in the forms of
Schedule A and Schedule B to this First Amendment.


 


3.             Assignments.  Each of LaSalle and Wells Fargo hereby
severally assigns to U.S. Bank $10,000,000 of its Commitment and a Pro Rata
Share of outstanding Loans and Letter of Credit Obligations, and U.S. Bank
hereby purchases from each of LaSalle and Wells Fargo such interest in and to
the assignor’s rights and obligations under the Credit Agreement in respect of
the interests assigned hereby, effective on the date hereof.  Each of LaSalle and Wells Fargo hereby
assigns to Fifth Third $5,000,000 of its Commitment and a Pro Rata Share of
outstanding Loans and Letter of Credit Obligations and Fifth Third hereby
purchases from each of LaSalle and Wells Fargo such


 


2

















 


interest in and to the
assignor’s rights and obligations under the Credit Agreement in respect of the
interests assigned hereby, effective on the date hereof.  Each such assignment is made without
recourse except that each of LaSalle and Wells Fargo severally and not jointly
represents and warrants that it is the legal and beneficial owner of the
interests being assigned by it to U.S. Bank and Fifth Third hereunder and that
each such interests is free and clear of any adverse claim.


 


4.             Miscellaneous.


 


(A)          Counterparts.  This First 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.  It shall not be necessary
in making proof of this First Amendment to produce or account for more than one
such counterpart for each of the parties hereto.  Delivery by facsimile by any of the parties hereto of an executed
counterpart of this First Amendment shall be effective as an original executed
counterpart hereof and shall be deemed a representation that an original
executed counterpart hereof will be delivered.


 


(B)           Headings.  The headings of the sections and subsections
hereof are provided for convenience only and shall not in any way affect the
meaning or construction of any provision of this First Amendment.


 


(C)           Governing Law.  This First Amendment and the rights and
obligations of the parties shall be construed and interpreted in accordance
with the laws of the State of Illinois.


 


(D)          Severability.  If any provision of any of this First
Amendment is determined to be illegal, invalid or enforceable, such provision
shall be fully severable and the remaining provisions shall remain full force
and effect and shall be construed without giving effect to the illegal, invalid
or enforceable provisions.


 


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


 


(F)           References.  From and after the date of execution of this
First Amendment, any reference to the Credit Agreement contained in any notice,
request, certificate or other instrument, document or agreement executed
concurrently with or after the execution and delivery of this First Amendment
shall be deemed to include this First Amendment unless the context shall
otherwise require.


 


(G)           Continued Effectiveness.  Notwithstanding anything contained herein,
the terms of this First Amendment are not intended to and do not serve to
effect a novation as to the Credit Agreement. 
The parties hereto expressly do not intend to extinguish the Credit Agreement.  Instead, it is the express intention of the
parties hereto to reaffirm the indebtedness created under the Credit Agreement
and to confirm that the Credit Agreement, as amended hereby, remains in full
force and effect and is hereby reaffirmed in all respects.


 


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


 


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IN WITNESS WHEREOF, the parties have executed this First Amendment to
Credit Agreement as of the date first set forth above.


 


 


	
   

  	
  STANDARD
  PARKING CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


	
   

  	
  LASALLE BANK
  NATIONAL BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


	
   

  	
  WELLS FARGO
  BANK, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


	
   

  	
  FIFTH THIRD
  BANK CHICAGO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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SCHEDULE A TO FIRST AMENDMENT


 


ANNEX A


 


LENDERS AND PRO RATA SHARES


 


	
  Lender

  	
   

  	
  Revolving

  Commitment Amount

  	
   

  	
  Pro Rata
  Share*/

  	
   

  
	
  LaSalle Bank National Association

  	
   

  	
  $

  	
  30,000,000

  	
  **/ 

  	
  33.333333333

  	
  %

  
	
  Wells Fargo Bank, N.A.

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  33.333333333

  	
  %

  
	
  U.S. Bank National Association  

  	
   

  	
  $

  	
  20,000,000  

  	
   

  	
  22.222222223  

  	
  %

  
	
  Fifth Third Bank Chicago

  	
   

  	
   

  	
  $10,000,000

  	
   

  	
  11.111111111

  	
  %

  
	
  TOTALS

  	
   

  	
  $

  	
  90,000,000

  	
   

  	
  100

  	
  %

  



 












*/            Carry
out to nine decimal places.


 


**/          Includes
Swing Line Commitment Amount of $5,000,000.


 


5

















 


SCHEDULE B TO FIRST
AMENDMENT


 


ANNEX B


 


ADDRESSES FOR NOTICES


 


STANDARD PARKING CORPORATION


900 North Michigan Avenue


Suite 1600


Chicago, Illinois 60611


Attention:   Marc Baumann


Telephone:  (312) 274-2199


Facsimile:    (312) 646-6165


 


LASALLE BANK NATIONAL
ASSOCIATION, as
Administrative Agent, and a Lender


 


Notices of Borrowing , Conversion, Continuation and Letter
of Credit Issuance


 


135 South LaSalle Street


Chicago, Illinois 60603


Attention:  Denise Christy, Commercial Loan Services


Telephone:  (312) 904-8210


Facsimile:  (312) 904-4448


 


All Other Notices


 


135 South LaSalle Street


Chicago, Illinois 60603


Attention: Sean P. Silver


Telephone: (312) 904-9028


Facsimile:  (312) 904-0432


 


WELLS FARGO BANK, N.A., as Issuing Lender, Syndication Agent,
and a Lender


 


Notices of Borrowing , Conversion, Continuation and Letter
of Credit Issuance


 


1700 Lincoln, 3rd Floor


Denver, Colorado 80203


Attention:  Patricia Flores Del Real


Telephone:  (303) 863-5183


Facsimile:  (303) 863-2729


 


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All Other Notices


 


230 West Monroe


Suite 2900


Chicago, Illinois 60606


Attention: Steven Nickas


Telephone: (312) 762-9009


Facsimile:  (312) 795-9388


 


U.S. BANK NATIONAL
ASSOCIATION, as a
Lender


 


Notices of Borrowing, Conversion and Continuation


 


U.S. Bank National
Association


400 City Center


Oshkosh, Wisconsin  54901


Attention:  Connie Sweeney – Commercial Loan Services


Telephone:  (920) 237-7604


Facsimile:  (920) 237-7993


 


	
  Payment Instructions:

  	
   

  	
  U.S. Bank National
  Association

  
	
   

  	
   

  	
  ABA#: 081000210

  
	
   

  	
   

  	
  ACCT#: 00018642160600

  
	
   

  	
   

  	
  REF: Complex Credit
  Department(Standard Parking)

  



 


All Other Notices


 


U.S. Bank National
Association


One U.S. Bank Plaza
(SL-MO-T12M)


7th &
Washington Avenue


St. Louis, MO  63101


Attn:  Monika Kump, Leverage Finance Division


Telephone:  (314) 418-1325


Facsimile:  (314) 418-1963


 


FIFTH THIRD BANK CHICAGO, as a Lender


 


Notices of Borrowing, Conversion and Continuation


 


Fifth Third Bank Chicago


5050 Kingsley Drive


Mail Drop 1MOC2B


Cincinnati, Ohio  45263


 


7

















 


Attention:  Brenda Ferguson


Telephone:  (513) 358-1060


Facsimile:  (513) 358-0221


 


	
  Payment Instructions:

  	
   

  	
  COMMERCIAL
  LOAN WIRES

  
	
   

  	
   

  	
  Fifth Third
  Bank

  
	
   

  	
   

  	
  ABA#: 042000314

  
	
   

  	
   

  	
  ACCT#: 89922553

  
	
   

  	
   

  	
  REF: Standard Parking

  



 


All Other Notices


 


Fifth Third Bank Chicago


1500 N. Main Street


Wheaton, IL  60187


Attention:  Steve Watts


Telephone:  (630) 690-7204


Facsimile:  (630) 690-7125


 


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