THIRD AMENDMENT TO CREDIT AGREEMENT
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THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of May 12, 2000 (this
"Amendment"), is among APCOA/STANDARD PARKING, INC., a Delaware corporation (the
"Company"), the Lenders set forth on the signature pages hereof (collectively,
the "Lenders") and BANK ONE, NA, as agent for the Lenders (in such capacity, the
"Agent").
RECITALS
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A. The Company, the Guarantors, the Agent and the Lenders are
parties to a Credit Agreement dated as of March 30, 1998 (as clarified by letter
agreement dated March 30, 1999, amended by a First Amendment to Credit Agreement
dated as of November 12, 1999, the "Credit Agreement") and further amended by a
Second Amendment to Credit Agreement dated as of March 30, 2000.
B. The Company desires to amend the Credit Agreement, and the Agent
and the Lenders are willing to do so in accordance with the terms hereof.
TERMS
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In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in
Article III hereof, the Credit Agreement shall be amended as follows:
1.1 The definition of "Change of Control" in Section 1. 1 shall be
amended by adding after the words "free and clear of any Lien" in subclause (B)
of clause (vi) the words: "other than any Lien in favor of Christiania Bank og
Kreditkasse ASA, New York Branch or any successor thereto or assignee thereof".
1.2 The following definitions are hereby added to Section 1.1 in
appropriate alphabetical order:
"Third Amendment" shall mean the Third Amendment to this
Agreement dated as of May 12, 2000.
"Third Amendment Effective Date" shall mean the date of the
Third Amendment.
ARTICLE II. REPRESENTATIONS AND AGREEMENTS. The Company represents and
warrants to, and agrees with, the Agent and the Lenders that:
2.1 The execution, delivery and performance of this Amendment are
within its powers, have been duly authorized and are not in contravention of any
statute, law or regulation known to it or of any terms of its Articles of
Incorporation or By-laws, or of any material agreement or undertaking to which
it is a party or by which it is bound.
2.2 This Amendment is the legal, valid and binding obligations of the
Company and each Guarantor enforceable against each in accordance with the
respective terms thereof.
2.3 After giving effect to the amendments contained herein, the
representations and warranties contained in Article IV of the Credit Agreement
are true in all material respects on and as of the date hereof with the same
force and effect as if made on and as of the date hereof.
2.4 After giving effect to the amendments contained herein, no Event
of Default or Unmatured Default exists or has occurred and is continuing on the
date hereof.
ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of the date hereof when each of the following conditions is
satisfied or waived by the Lenders:
3.1 The Company, the Guarantors and the Required Lenders shall have
signed this Amendment.
3.2 The Company and the Guarantors shall have delivered such
resolutions, officer's certificates and legal opinions as the Agent may request.
3.3 The Company and the Guarantors and Firstar Bank shall have
executed such agreements satisfactory to the Agent pursuant to which the Agent
is granted a first priority security interest in all bank accounts of the
Company and the Guarantors and such other rights with respect thereto as
required by the Agent.
3.4 The Company shall have delivered to the Agent such other
documents and satisfied such other conditions, if any, as requested by the
Agent.
ARTICLE IV. MISCELLANEOUS.
4.1 References in the Credit Agreement or in any other Loan Document
to the Credit Agreement shall be deemed to be references to the Credit Agreement
as amended hereby and as further amended from time to time.
4.2 The Company agrees to pay and to save the Agent harmless for the
payment of all reasonable documented costs and expenses arising in connection
with this Amendment, including the reasonable documented fees of counsel to the
Agent in connection with preparing this Amendment and the related documents.
4.3 The Company and each Guarantor acknowledge and agree that, to the
best of their knowledge, the Agent and the Lenders have fully performed all of
their obligations under all documents executed in connection with the Credit
Agreement. The Company and each Guarantor represent and warrant that they are
not aware of any claims or causes of action against the Agent or any Lender.
4.4 The Lenders and the Agent waive any Event of Default caused by
the occurrence of a Change of Control resulting from the existence prior to the
Third Amendment Effective Date of the Lien in favor of Christiania Bank og
Kreditkasse ASA, New York Branch referred to in Section 1.1.
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4.5 Except as expressly amended hereby, the Company and each
Guarantor agree that the Credit Agreement, the Notes, the Security Documents and
all other documents and agreements executed by the Company in connection with
the Credit Agreement in favor of the Agent or any Lender are ratified and
confirmed, as amended hereby, and shall remain in full force and effect in
accordance with their terms and that they are not aware of any set off,
counterclaim, defense or other claim or dispute with respect to any of the
foregoing. Terms used but not defined herein shall have the respective meanings
ascribed thereto in the Credit Agreement. This Amendment may be signed upon any
number of counterparts with the same effect as if the signatures thereto and
hereto were upon the same instrument, and telecopied signatures shall be
effective as originals.
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IN WITNESS WHEREOF, the parties signing this Amendment have caused
this Amendment to be executed and delivered as of the day and year first above
written.
APCOA/STANDARD PARKING, INC.
By:
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Its:
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BANK ONE, NA, as a Lender and as Agent, formerly
known as The First National Bank of Chicago
By:
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Its:
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LASALLE BANK NATIONAL ASSOCIATION
By:
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Its:
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CONSENT AND AGREEMENT
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As of the date and year first above written, each of the undersigned
hereby:
(a) fully consents to the terms and provisions of the above Amendment and
the consummation of the transactions contemplated hereby and agrees to all terms
and provisions of the above Amendment applicable to it;
(b) agrees that each Guaranty and all other agreements executed by any of
the undersigned in connection with the Credit Agreement or otherwise in favor of
the Agent or the Lenders (collectively, the "Security Documents") are hereby
ratified and confirmed and shall remain in full force and effect, and each of
the undersigned acknowledges that it has no setoff, counterclaim or defense with
respect to any Security Document;
(c) acknowledges that its consent and agreement hereto is a condition to
the Banks' obligation under this Amendment and it is in its interest and to its
financial benefit to execute this consent and agreement.
A-1 AUTO PARK, INC.
By:
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Name:
Title:
AP HOLDINGS, INC.
By:
--------------------------------
Name:
Title:
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APCOA CAPITAL CORPORATION
By:
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Name:
Title:
APCOA-HAWAII, INC.
By:
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Name:
Title:
EVENTS PARKING CO., INC.
By:
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Name:
Title:
HAWAII PARKING MAINTENANCE, INC.
By:
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Name:
Title:
METROPOLITAN PARKING SYSTEM, INC.
By:
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Name:
Title:
SENTINEL PARKING CO. OF OHIO, INC.
By:
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Name:
Title:
TOWER PARKING, INC.
By:
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Name:
Title:
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STANDARD AUTO PARK, INC.
By:
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Name:
Title:
STANDARD PARKING CORPORATION
By:
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Name:
Title:
APCOA LASALLE PARKING, LLC
By: APCOA/Standard Parking Inc.
as Manager
By:
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Name:
Title:
S & S PARKING, INC.
By:
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Name:
Title:
STANDARD PARKING CORPORATION, IL
By:
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Name:
Title:
CENTURY PARKING, INC.
By:
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Name:
Title:
SENTRY PARKING CORPORATION
By:
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Name:
Title:
VIRGINIA PARKING SERVICES, INC.
By:
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Name:
Title:
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