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EXHIBIT 10.14
AMENDMENT AND WAIVER TO CREDIT AGREEMENT
THIS AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment, dated
as of December 28, 1999, is by and among Central Parking Corporation, Central
Parking System, Inc., Central Parking System Realty, Inc., Central Parking
System of Massachusetts, Inc., CPC Finance of Tennessee, Inc., Xxxxxx System of
Sudbury St., Inc., and Allright Holdings, Inc. (the "Borrowers"), the Guarantors
from time to time party thereto, the Lenders from time to time party thereto and
Bank of America, N.A. (formerly known as NationsBank, N.A), as Agent, as amended
(the "Credit Agreement").
WITNESSETH
WHEREAS, the Borrowers, the Guarantors, the Lenders, and the Agent have
entered into that certain Credit Agreement dated March 19, 1999, as amended by
that certain Letter Amendment to Credit Agreement dated as of June 25, 1999, as
amended by that certain Letter Amendment to Credit Agreement dated as of October
27, 1999 (the "Existing Credit Agreement"); and
WHEREAS, the Borrowers have requested, and the Lenders have agreed, to
waive and amend certain provisions of the Existing Credit Agreement as more
fully set forth below.
NOW, THEREFORE, in consideration of the agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
PART 1
DEFINITIONS
SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement
as amended hereby.
"Amendment Effective Date" is defined in Subpart 4.1.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings provided in the Amended Credit Agreement.
PART 2
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment Effective
Date, the Existing Credit Agreement is hereby amended in accordance with this
Part 2.
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SUBPART 2.1 Name Change. All references in the Credit Documents to
NationsBank Xxxxxxxxxx Securities LLC and to "NMS" shall hereafter refer to Banc
of America Securities LLC and "BAS", respectively.
SUBPART 2.2 Amendment to definition of "EBITDA" in Section 1.1. The
definition of "EBITDA" is hereby amended in its entirety to read as follows:
"EBITDA" means for any period with respect to the Parent and
its Subsidiaries on a consolidated basis the sum of Net Income plus
Interest Expense plus all provisions for any Federal, state, local and
other domestic and foreign income taxes paid during the applicable
period plus depreciation, amortization and other non-cash charges plus
non-recurring charges and costs of up to $38,000,000 (net of tax) for
the first twelve month period following the Closing Date arising in
connection with the Allright Merger as set forth on Schedule 1.1(b),
in each case determined in accordance with GAAP applied on a consistent
basis. Except as expressly provided otherwise, the applicable period
shall be for the four consecutive quarters ending as of the date of
determination.
SUBPART 2.3 Amendments to Section 7.1(b)(ii). Section 7.1(b)(ii) of
the Existing Credit Agreement is hereby amended in its entirety to read as
follows:
(ii) within 60 days after the end of each fiscal year, an
annual business plan and budget for the Parent and its Subsidiaries,
containing, among other things, pro forma financial statements for such
fiscal year; provided, however, that the annual business plan and
budget for the Parent and its Subsidiaries for the fiscal year ending
September 30, 2000, shall be due on or before January 10, 2000.
SUBPART 2.4 Amendments to Section 7.9(a). Section 7.9(a) of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:
7.9 FINANCIAL COVENANTS.
(a) Leverage Ratio. There shall be maintained with respect to
the Parent and its Subsidiaries as of the end of each fiscal quarter to
occur during the periods shown, Leverage Ratio of not greater than:
September 30, 1999 through June 29, 2000 3.75 to 1.0
June 30, 2000 through December 30, 2000 3.50 to 1.0
December 31, 2000 through June 29, 2001 3.25 to 1.0
June 30, 2001 and thereafter 3.00 to 1.0
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SUBPART 2.5 REPLACEMENT of Schedule 1.1(b). Schedule 1.1(b) of the
Existing Credit Agreement is hereby deleted in its entirety and a new schedule
in the form of Schedule 1.1(b) attached hereto is substituted therefor.
PART 3
WAIVER
SUBPART 3.1 Annual Budget. The Lenders hereby waive the requirement of
Section 7.1(b)(ii) of the Credit Agreement that the Agent be furnished "within
30 days after the end of each fiscal year, an annual business plan and budget
for the Parent and its Subsidiaries" with respect to the fiscal year ending
September 30, 1999. Subject to Subpart 2.3 hereof, the Lenders further agree
that the failure to observe Section 7.1(b)(ii) of the Credit Agreement with
respect to the fiscal year ending September 30, 1999, shall not constitute an
Event of Default under the terms of the Credit Agreement. This waiver is a one
time waiver and shall be effective only in the specific circumstances provided
for above and only for the purpose for which given. Except as waived or modified
hereby, all of the terms and provisions of the Credit Agreement shall remain in
full force and effect.
SUBPART 3.2 Leverage Ratio. The Lenders hereby waive the requirement of
Section 7.9(a) of the Credit Agreement for the fiscal quarter ending September
30, 1999. The Lenders further agree that the failure to observe Section 7.9(a)
of the Credit Agreement for fiscal quarter ending September 30, 1999, shall not
constitute an Event of Default under the terms of the Credit Agreement. This
waiver is a one time waiver and shall be effective only in the specific
circumstances provided for above and only for the purpose for which given.
Except as waived or modified hereby, all of the terms and provisions of the
Credit Agreement shall remain in full force and effect.
PART 4
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1 Amendment Effective Date. This Amendment shall be and
become effective as of the date on which all of the conditions set forth in this
Part 4 shall have been satisfied or waived by the Required Lenders (the
"Amendment Effective Date") and thereafter this Amendment shall be known, and
may be referred to, as the "Amendment."
(a) Execution of Counterparts of Amendment. The Agent shall
have received counterparts of this Amendment, which collectively shall
have been duly executed on behalf of (i) each of the Borrowers, (ii)
each of the Guarantors and (iii) the Required Lenders (as determined
prior to giving effect to this Amendment).
(b) Payment of Amendment Fees. The Agent shall have received,
for the account of each Lender approving this Amendment on or before
December 28, 1999, an amendment fee equal to 0.125% the Commitment of
each such Lender under the Existing Credit Agreement.
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PART 5
MISCELLANEOUS
SUBPART 5.1 Representations and Warranties. Each of the Borrowers
hereby represents and warrants to the Agent and the Lenders that, after giving
effect to this Amendment, (a) no Default or Event of Default exists under the
Credit Agreement or any of the other Credit Documents and (b) the
representations and warranties set forth in Section 6 of the Existing Credit
Agreement are, subject to the limitations set forth therein, true and correct in
all material respects as of the date hereof (except for those which expressly
relate to an earlier date).
SUBPART 5.2 Reaffirmation of Credit Party Obligations. Each Credit
Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a)
that it is bound by all terms of the Credit Agreement applicable to it and (b)
that it is responsible for the observance and full performance of its respective
Credit Party Obligations.
SUBPART 5.3 Cross-References. References in this Amendment to any Part
or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 5.4 Instrument Pursuant to Existing Credit Agreement. This
Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with the terms and provisions of the
Existing Credit Agreement.
SUBPART 5.5 References in Other Credit Documents. At such time as this
Amendment shall become effective pursuant to the terms of Subpart 4.1, all
references in the Credit Documents to the "Credit Agreement" shall be deemed to
refer to the Credit Agreement as amended by this Amendment.
SUBPART 5.6 Counterparts/Telecopy. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement. Delivery of executed counterparts of the Amendment by telecopy shall
be effective as an original and shall constitute a representation that an
original shall be delivered.
SUBPART 5.7 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NORTH
CAROLINA.
SUBPART 5.8 Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 5.9 General. Except as amended hereby, the Existing Credit
Agreement and all other Credit Documents shall continue in full force and
effect.
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IN WITNESS WHEREOF the Borrowers, the Guarantors and the Lenders have
caused this Amendment to be duly executed on the date first above written.
BORROWERS: CENTRAL PARKING CORPORATION
By:
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Name:
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Title:
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SUBSIDIARY
GUARANTORS: CENTRAL PARKING SYSTEMS, INC.
By:
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Name:
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Title:
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CENTRAL PARKING SYSTEM REALTY, INC.
By:
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Name:
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Title:
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CENTRAL PARKING SYSTEMS OF MASSACHUSETTS, INC.
By:
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Name:
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Title:
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CPC FINANCE OF TENNESSEE, INC.
By:
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Name:
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Title:
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XXXXXX SYSTEM OF SUDBURY ST, INC.
By:
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Name:
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Title:
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(Signatures Continued)
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ALLRIGHT HOLDINGS, INC.
By:
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Name:
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Title:
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AGENT: BANK OF AMERICA, N.A.
By:
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Name:
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Title:
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LENDERS: SUNTRUST BANK
By:
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Name:
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Title:
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KBC BANK N.V.
By:
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Name:
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Title:
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FIRST AMERICAN NATIONAL BANK
By:
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Name:
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Title:
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MERCANTILE BANK, N.A.
By:
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Name:
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Title:
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NBD BANK, N.A.
By:
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Name:
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Title:
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XXX XXXX XX XXXX XXXXXX
By:
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Name:
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Title:
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THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
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Name:
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Title:
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FIRST UNION NATIONAL BANK
By:
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Name:
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Title:
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WACHOVIA BANK, N.A.
By:
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Name:
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Title:
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GENERAL ELECTRIC CAPITAL CORP.
By:
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Name:
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Title:
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00
XXX XXXX XX XXX XXXX
By:
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Name:
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Title:
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SOUTHTRUST BANK, N.A.
By:
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Name:
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Title:
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BARCLAYS BANK PLC
By:
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Name:
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Title:
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FLEET BANK, N.A.
By:
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Name:
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Title:
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XXXXX XXXX XX XXXXX, NATIONAL
ASSOCIATION
By:
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Name:
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Title:
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Schedule 1.1(b)
EBITDA SPECIAL ADJUSTMENTS
CENTRAL PARKING CORPORATION
SUMMARY OF TRANSACTION EXPENSES FOR ALLRIGHT MERGER
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Merger & integration expense Actual Forecast Variance
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Edison Transaction 7.0 -- 7.0
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Legal 5.6 4.7 0.9
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Accounting 1.9 1.9 --
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Investment Banking 10.8 10.3 0.5
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Printing .5 .5 --
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Severance 18.3 17.3 1.0
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Other 1.2 .7 0.5
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Contingency 1.6
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System Integration
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Travel .5
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Supplies & out of pocket 1.0
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Other professional .5
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SUBTOTAL 3.6 3.5 0.1
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1st Quarter 2000 5.0 5.0
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Total Pre-Tax 52.9 38.9 14.0
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Tax Benefit (15.1) (8.9) (6.2)
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TOTAL NET OF TAX 37.8 30.0 7.8
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