EXHIBIT 10.1
[EXECUTION COPY]
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of January 25, 2005, is entered into by and among CENTRAL PARKING CORPORATION, a
Tennessee corporation ("CPC" or the "Parent"), CENTRAL PARKING SYSTEM, INC., a
Tennessee corporation ("CPS"), ALLRIGHT CORPORATION, a Delaware corporation
("Allright"), XXXXXX SYSTEM, INC., a Delaware corporation ("Xxxxxx"), CPS
FINANCE, INC., a Delaware corporation ("CPSF"), CENTRAL PARKING SYSTEM OF
TENNESSEE, INC., a Tennessee corporation ("CPST"), (CPC, CPS, Allright, Xxxxxx,
CPSF and CPST are hereinafter referred to individually as a "Borrower" and
collectively as the "Borrowers"), the Subsidiary Guarantors, the Lenders
identified on the signature pages hereto as the existing lenders (the "Existing
Lenders"), the Lenders identified on the signature pages hereto as the new
Lenders (the "New Lenders") and BANK OF AMERICA, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer (each, as defined herein).
W I T N E S S E T H
WHEREAS, the Borrowers, the Subsidiary Guarantors, the Lenders party
thereto, the Administrative Agent, the Syndication Agent and the
Co-Documentation Agents entered into that certain Credit Agreement, dated as of
February 28, 2003, as amended by that certain First Amendment to Credit
Agreement, dated as of August 12, 2003, as amended by that certain Second
Amendment to Credit Agreement, dated as of June 4, 2004 (as further amended,
modified, extended, renewed, restated, replaced or increased from time to time,
the "Existing Credit Agreement");
WHEREAS, the Parent has requested, and the Lenders have agreed, to
amend the Existing Credit Agreement as provided herein;
WHEREAS, certain of the Lenders have requested to be replaced under the
Existing Credit Agreement simultaneously with this Amendment (each a "Replaced
Lender" and collectively, the "Replaced Lenders");
WHEREAS, immediately prior to the Third Amendment Effective Date, each
Replaced Lender shall assign to the Administrative Agent its respective
Revolving Commitment and Revolving Obligations and/or Tranche B Term Loans under
the Existing Credit Agreement, and immediately following the Third Amendment
Effective Date, the Revolving Commitments, outstanding Revolving Obligations and
outstanding Tranche B Term Loans shall be reallocated by the Administrative
Agent to the Existing Lenders and to the New Lenders as shall be necessary in
order to give effect to the reallocations of the Revolving Commitments,
Revolving Obligations and Tranche B Term Loans effected by the amendment to
Schedule 2.01 to the Existing Credit Agreement pursuant to Subpart 2.12 hereof;
and
WHEREAS, the Parent, the Borrowers, the Guarantors, the Existing
Lenders and the New Lenders have agreed that the New Lenders shall become
parties to the Existing Credit Agreement (as amended hereby).
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 I
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.
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 II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Third Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II.
SUBPART 2.1 Amendments to Section 1.01. Section 1.01 of the Existing
Credit Agreement is hereby amended in the following respects:
(a) The definition of "Aggregate Revolving Commitments" is hereby
amended in its entirety to read as follows:
"Aggregate Revolving Commitments" means the Revolving
Commitments of all the Lenders. The initial amount of the Aggregate
Revolving Commitments in effect on the Third Amendment Effective Date
is TWO HUNDRED TWENTY-FIVE MILLION DOLLARS ($225,000,000).
(b) The definition of "Applicable Rate" is hereby amended in its
entirety to read as follows:
"Applicable Rate" means each of the following percentages per
annum, as applicable, based upon the Consolidated Leverage Ratio as set
forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 7.02(b):
APPLICABLE RATES
TRANCHE B TRANCHE B
REVOLVING REVOLVING TERM LOAN TERM LOAN
PRICING CONSOLIDATED EURODOLLAR BASE RATE EURODOLLAR BASE RATE LETTER OF
LEVEL LEVERAGE RATIO RATE LOANS LOANS RATE LOANS LOANS CREDIT FEES COMMITMENT FEE
=============================================================================================================================
1 < 2.25 to 1.0 1.00% 0.0% 2.00% 0.50% 1.00% 0.25%
-
-----------------------------------------------------------------------------------------------------------------------------
2 > 2.25 to 1.0 1.25% 0.0% 2.00% 0.50% 1.25% 0.25%
but < 2.75 to
-
1.0
-----------------------------------------------------------------------------------------------------------------------------
3 > 2.75 to 1.0 1.50% 0.0% 2.00% 0.50% 1.50% 0.375%
but < 3.25 to
-
1.0
-----------------------------------------------------------------------------------------------------------------------------
4 > 3.25 to 1.0 1.75% 0.25% 2.00% 0.50% 1.75% 0.375%
but < 3.50 to
-
1.0
-----------------------------------------------------------------------------------------------------------------------------
5 > 3.50 to 1.0 2.00% 0.50% 2.00% 0.50% 2.00% 0.45%
=============================================================================================================================
Any increase or decrease in the Applicable Rates resulting from a
change in the Consolidated Leverage Ratio shall become effective as of
the first Business Day immediately following the date a Compliance
Certificate is delivered pursuant to Section 7.02(b); provided,
however, that if a Compliance Certificate is not delivered when due in
accordance with such Section, then Pricing Level 5 shall apply as of
the first Business Day after the date on which such Compliance
Certificate was required to have been delivered until the first
Business Day after the date on which such Compliance Certificate is
delivered. The Applicable Rate in effect from the Third Amendment
Effective Date through the date that the Parent delivers the Compliance
Certificate for the fiscal quarter ending March 31, 2005 shall be
determined based upon Pricing Level 4.
(c) Clause (k) of the definition of "Consolidated Funded
Indebtedness" is hereby amended in its entirety to read as follows:
"Consolidated Funded Indebtedness" means, ... (k) the
Indebtedness of the types described in the preceding clauses (a)
through (h) that is owed by any partnership or unincorporated joint
venture in which a Consolidated Party is a general partner or a joint
venturer to the extent such Indebtedness is recourse to a Consolidated
Party; provided, however, to the extent that the Mexican Joint Venture
is required to be consolidated pursuant to GAAP, "Consolidated Funded
Indebtedness" shall not include up to $13,500,000 of Indebtedness of
the Mexican Joint Venture, but shall include all Indebtedness of the
Mexican Joint Venture (including any Guarantee of any Indebtedness of
the Mexican Joint Venture) that is recourse to any other Consolidated
Party.
(d) The definition of "Consolidated Funded Indebtedness" is hereby
further amended by adding at the end thereof the following proviso:
provided, however, that Consolidated Funded Indebtedness shall not
include (i) while the Edison Note Payable is outstanding, the aggregate
amount of the Edison Note Payable up to the amount of the Park Fast
Note Receivable and (ii) to the extent the Edison Note Payable has been
paid by Allright Corporation, the aggregate amount of the Park Fast
Note Receivable (to the extent that the proceeds of the Edison Note
Payable received by Edison Parking Management L.P. are deposited in an
account in which Aparkco Finance, Inc. has a security interest to
secure the payment of the obligations under the Park Fast Note pursuant
to the Edison Collateral Agreement).
(e) The following new definitions are hereby added to the Existing
Credit Agreement in its appropriate alphabetical order:
"Allright Note" means that certain Promissory Note dated July
1, 2004, of Allright Corporation in favor of Edison Parking Management
L.P. in the principal amount of $28,650,333.
"Edison Collateral Agreement" means that certain Collateral
Agreement dated as of July 1, 2004 by and among Edison Parking
Management L.P., a Delaware limited partnership, Park Fast Parking
Management L.P., a Delaware limited partnership, BSS Properties, LLC, a
New York limited liability company, Aparkco Inc., a Delaware
corporation, and Aparkco Finance, Inc., a Delaware corporation.
"Edison Note Payable" means the Indebtedness of Allright
Corporation to Edison Parking Management, LP pursuant to the Allright
Note.
"Park Fast Note" means that certain Amended and Restated
Limited Recourse Promissory Note dated March 19, 1999, of Park Fast
Parking Management L.P. in favor of Aparkco Finance, Inc. in the
original principal amount of $26,400,000.
"Park Fast Note Receivable" means the Indebtedness of Park
Fast Parking Management L.P. to Aparkco Finance, Inc. pursuant to the
Park Fast Note.
"Mexican Joint Venture" means Central Parking System of Mexico
SA de CV.
"Third Amendment Effective Date" means January 26, 2005.
SUBPART 2.2 Amendment to Section 2.05(b)(iii). Subclause (iii) of
Section 2.05(b) of the Existing Credit Agreement is hereby amended and restated
in its entirety as follows:
(iii) Dispositions and Involuntary Dispositions. The Borrowers
shall prepay the Loans and Cash Collateralize the L/C Obligations as
hereinafter provided in an aggregate amount equal to 100% of the Net
Cash Proceeds of all Dispositions and Involuntary Dispositions
aggregating in excess of $2,500,000 in any one fiscal year to the
extent that within 365 days of the date of the applicable Disposition,
the excess is not either (x) used to purchase, repurchase or redeem
Capital Stock of the Parent to the extent permitted by Section 8.02(l)
or to pay or make additional dividends or other distributions to the
extent permitted by Section 8.06(d)(ii)(B) hereof or (y) reinvested in
Property useful in the Businesses. Such prepayment shall be due
immediately upon the expiration of the 365 day period to the extent the
$2,500,000 threshold has been exceeded, and shall be applied as set
forth in clause (vi) below).
SUBPART 2.3 Amendment to Section 2.05(b)(vi). Subclause (vi)(B) of
Section 2.05(b) of the Existing Credit Agreement is hereby amended to delete the
following proviso in its entirety:
"provided, however, that if the Aggregate Revolving
Commitments are greater than $150,000,000 at the time of such
prepayment, amounts prepaid pursuant to Section 2.05(b)(ii), (iii),
(iv) and (v), shall reduce the Aggregate Revolving Commitments to the
extent of such excess"
SUBPART 2.4 Amendment to Section 2.07(c). Section 2.07(c) of the
Existing Credit Agreement is hereby amended and restated in its entirely as
follows:
(c) Tranche B Term Loan. The Borrowers shall repay the
outstanding principal amount of the Tranche B Term Loan in installments
on the dates and in the amounts set forth in the table below (as such
installments may hereafter be adjusted as a
result of prepayments made pursuant to Section 2.05), unless
accelerated sooner pursuant to Section 9.02:
Principal Amortization
Payment Dates Payment
---------------------------------------------------------------
March 31, 2005 $187,500.00
---------------------------------------------------------------
June 30, 2005 $187,500.00
---------------------------------------------------------------
September 30, 2005 $187,500.00
---------------------------------------------------------------
December 31, 2005 $187,500.00
---------------------------------------------------------------
March 31, 2006 $187,500.00
---------------------------------------------------------------
June 30, 2006 $187,500.00
---------------------------------------------------------------
September 30, 2006 $187,500.00
---------------------------------------------------------------
December 31, 2006 $187,500.00
---------------------------------------------------------------
March 31, 2007 $187,500.00
---------------------------------------------------------------
June 30, 2007 $187,500.00
---------------------------------------------------------------
September 30, 2007 $187,500.00
---------------------------------------------------------------
December 31, 2007 $187,500.00
---------------------------------------------------------------
March 31, 2008 $187,500.00
---------------------------------------------------------------
June 30, 2008 $9,070,312.00
---------------------------------------------------------------
September 30, 2008 $9,070,312.00
---------------------------------------------------------------
December 31, 2008 $9,070,312.00
---------------------------------------------------------------
March 31, 2009 $9,070,312.00
---------------------------------------------------------------
June 30, 2009 $9,070,312.00
---------------------------------------------------------------
September 30, 2009 $9,070,312.00
---------------------------------------------------------------
December 31, 2009 $9,070,312.00
---------------------------------------------------------------
March 31, 2010 $9,070,316.00
===============================================================
SUBPART 2.5 Amendment to Section 8.01. A new subsection (p) is hereby
added to Section 8.01 of the Existing Credit Agreement immediately following
subsection (o), which shall be as follows:
(p) Liens securing Indebtedness permitted under Section
8.03(b)(ii).
SUBPART 2.6 Amendment to Section 8.02(i). Subclause (vii) of Section
8.02(i) of the Existing Credit Agreement is hereby amended and restated in its
entirety as follows:
(vii) the Aggregate Acquisition Consideration paid by the
Consolidated Parties for all such Acquisitions occurring after
the Closing Date shall not exceed $35,000,000 during any
fiscal year.
SUBPART 2.7 Amendment to Section 8.02(l). Section 8.02(l) of the
Existing Credit Agreement is hereby amended and restated in its entirely as
follows:
(l) Investments consisting of advances in respect of the
purchase, repurchase or redemption of the Capital Stock of the Parent
so long as (i) the Consolidated Leverage Ratio as of the end of the
fiscal quarter most recently ended prior to the date of the proposed
purchase, repurchase or redemption is less than 3.75 to 1.0 and (ii)
the aggregate amount of
all such purchases, repurchases or redemptions and all dividends or
other distributions made pursuant to by Section 8.06(d)(ii) following
the Third Amendment Effective Date shall not exceed the sum of (A)
$35,000,000 plus (B) an amount equal to the lesser of (x) $15,000,000
and (y) 50% of the Net Cash Proceeds from Dispositions not required to
prepay the Loans or Cash collateralize the L/C Obligations pursuant to
Section 2.05(b)(iii) and not otherwise reinvested by the Borrower
during the applicable 365 day period following each such Disposition as
permitted by Section 2.05(b)(iii); and
SUBPART 2.8 Amendment to Section 8.03. Subsections (b), (e) and (h) of
Section 8.03 of the Existing Credit Agreement are hereby amended and restated in
their entireties to read as follows:
(b) Indebtedness of the Parent and its Subsidiaries (i) set
forth in Schedule 8.03 (and renewals, refinancings and extensions
thereof on terms and conditions no less favorable to such Person than
such existing Indebtedness) and (ii) with respect to the Barclays Bank
Sterling Overdraft Facility (11,000,000 pounds sterling), the
Guarantees, Bonds and Indemnities Facility (7,500,000 pounds sterling)
and the letters of credit issued by Barclays Bank, set forth on
Schedule 8.03 (collectively, the "Barclays Facilities"), as such
Barclays Facilities may be increased, renewed, refinanced, extended or
otherwise modified from time to time; provided, however, that the
aggregate principal amount of the Barclays Facilities will not at any
time exceed 15,000,000 pounds sterling;
(e) purchase money Indebtedness (including obligations in
respect of Capital Leases, but not including Synthetic Lease
Obligations) hereafter incurred by any Consolidated Party to finance
the purchase of fixed assets, and renewals, refinancings and extensions
thereof; provided that (i) such Indebtedness when incurred shall not
exceed the purchase price of the asset(s) financed; (ii) no such
Indebtedness shall be refinanced for a principal amount in excess of
the principal balance outstanding thereon at the time of such
refinancing and (iii) the sum of all such Indebtedness for all such
Persons incurred under this clause (e) plus the aggregate amount of
Indebtedness incurred under clause (h) below will not exceed
$50,000,000 at any one time outstanding;
(h) other unsecured Indebtedness; provided, that, the sum of
all such Indebtedness for all such Persons incurred under this clause
(h) plus the aggregate amount of Indebtedness incurred under clause (e)
above will not exceed $50,000,000 at any one time outstanding.
SUBPART 2.9 Amendment to Section 8.06(d). Section 8.06(d) of the
Existing Credit Agreement is hereby amended and restated in its entirely as
follows:
(d) provided that no Event of Default has occurred and is
continuing or would occur as a result, the Parent may declare, make and
pay (i) annual cash dividends and other cash distributions in an amount
not to exceed the lesser of (A) $10,000,000 and (B) fifty percent (50%)
of Consolidated Net Income during the preceding fiscal year, (ii)
additional cash dividends and other cash distributions; provided,
however, the aggregate amount of all such dividends and other cash
distributions pursuant to this clause (ii) plus the aggregate amount of
all purchases, repurchases or redemptions made pursuant to Section
8.02(l) shall not exceed the sum of (A) $35,000,000 plus (B) an amount
equal to the lesser of (x) $15,000,000 and (y) 50% of the Net Cash
Proceeds from Dispositions not required to prepay the Loans or Cash
collateralize the L/C Obligations pursuant to Section 2.05(b)(iii)
and not otherwise reinvested by the Borrower during the applicable 365
day period following each such Disposition as permitted by Section
2.05(b)(iii) and (iii) dividends on the Preferred Stock on the dates
and at the rate set forth in the description of the Preferred Stock
contained in Schedule 1.02; and
SUBPART 2.10 Amendment to Section 8.11(d). Section 8.11(d) of the
Existing Credit Agreement is hereby amended and restated in its entirely as
follows:
(d) Consolidated Net Worth. Permit Consolidated Net Worth at
any time to be less than the sum of $390,000,000, increased on a
cumulative basis as of the end of each fiscal quarter of the Parent, by
an amount equal to the sum of (i) 50% of cumulative Consolidated Net
Income (to the extent positive) for each fiscal quarter ended
subsequent to September 30, 2004 and (ii) 100% of the Net Cash Proceeds
from Equity Issuances occurring subsequent to September 30, 2004.
SUBPART 2.11 Amendment to Section 11.19. A new Section 11.19 is hereby
added to the Existing Credit Agreement to read as follows:
11.19 USA PATRIOT ACT NOTICE. Each Lender that is subject to
the Act (as hereinafter defined) and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrowers
that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is
required to obtain, verify and record information that identifies the
Borrowers, which information includes the names and addresses of the
Borrowers and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrowers in
accordance with the Act.
SUBPART 2.12 Amendments to Schedules. Schedule 1.01(b) Sale Properties
and Schedule 2.01 Commitments and Pro Rata Shares to the Existing Credit
Agreement are hereby replaced in their entirety with a new Schedule 1.01(b) and
a new Schedule 2.01 attached hereto as Exhibit A and Exhibit B.
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 Third Amendment Effective Date. This Amendment shall be and
become effective as of the Third Amendment Effective Date when all of the
conditions set forth in this Part III shall have been satisfied, and thereafter
this Amendment shall be known, and may be referred to, as the "Amendment".
SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative
Agent shall have received counterparts of this Amendment, which collectively
shall have been duly executed on behalf of each of the Borrowers, the
Guarantors, the Existing Lenders (other than the Replaced Lenders), the New
Lenders and the Administrative Agent.
SUBPART 3.3 Receipt of Counterparts of Assignment and Assumption
Documentation. The Administrative Agent shall have received counterparts of (i)
an Assignment and Assumption with respect to the assignment by each Replaced
Lender to Bank of America, N.A. of their respective Revolving Commitments,
outstanding Revolving Loans and/or outstanding Tranche B Term Loans under the
Existing Credit Agreement, duly executed on behalf of each such Replaced Lender,
Bank of America, N.A., the Administrative Agent and the Borrowers.
SUBPART 3.4 Organization Documents, Etc. The Administrative Agent shall
have received the following, each of which shall be originals or facsimiles
(followed promptly by originals) unless otherwise specified, each properly
executed by a Responsible Officer of the signing Loan Party, each dated the
Third Amendment Effective Date (or, in the case of certificates of governmental
officials, a recent date before the Third Amendment Effective Date) and each in
form and substance satisfactory to the Administrative Agent and its legal
counsel:
(i) a Note executed by the Borrowers in favor of each
Lender (including each New Lender) requesting a Note;
(ii) copies of the Organization Documents of each
Loan Party certified to be true and complete as of a recent
date by the appropriate Governmental Authority of the state or
other jurisdiction of its incorporation or organization, where
applicable, and certified by a secretary or assistant
secretary of such Loan Party to be true and correct as of the
Third Amendment Effective Date;
(iii) such certificates of resolutions or other
action, incumbency certificates and/or other certificates of
Responsible Officers of each Loan Party as the Administrative
Agent may require evidencing the identity, authority and
capacity of each Responsible Officer thereof authorized to act
as a Responsible Officer in connection with this Agreement and
the other Loan Documents to which such Loan Party is a party;
and
(iv) such documents and certifications as the
Administrative Agent may reasonably require to evidence that
each Loan Party is duly organized or formed, and is validly
existing, in good standing and qualified to engage in business
in (A) the jurisdiction of its incorporation or organization
and (B) each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business
requires such qualification, except to the extent that failure
to do so could not reasonably be expected to have a Material
Adverse Effect.
SUBPART 3.5 Opinions of Counsel. The Administrative Agent shall have
received, in each case dated as of the Third Amendment Effective Date and in
form and substance reasonably satisfactory to the Administrative Agent a legal
opinion of Bass, Xxxxx & Xxxx PLC, counsel for the Loan Parties.
SUBPART 3.6 Amendment Fee. The Administrative Agent shall have received
for the account of each Lender an amendment fee in the amount heretofore agreed
to be paid to such Lender.
SUBPART 3.7 Voluntary Repayment of Tranche B Term Loan. The
Administrative Agent shall have received satisfactory evidence that the Borrower
shall have prepaid (or deposited sufficient funds with the Administrative Agent
to prepay) the Tranche B Term Loans
such that immediately upon giving effect to this Amendment the aggregate
principal amount of the Tranche B Term Loans outstanding shall be less than or
equal to $75,000,000.
SUBPART 3.8 Fees and Expenses. The Parent shall have paid all
reasonable fees and expenses incurred in connection with the negotiation,
preparation, execution and delivery of this Amendment and the other transactions
contemplated herein including, without limitation, the reasonable legal fees and
expenses of Xxxxx & Xxx Xxxxx PLLC, counsel to the Administrative Agent.
SUBPART 3.9 Other Items. The Administrative Agent shall have received
such other documents, agreements or information that may be reasonably requested
by the Administrative Agent.
PART IV
ASSIGNMENTS AND ASSUMPTIONS AND
JOINDER OF NEW LENDERS
Each Existing Lender hereby sells and assigns, without recourse, to the
New Lenders, and the New Lenders hereby purchase and assume, without recourse,
from such Existing Lender, effective as of the Third Amendment Effective Date,
such interests in such Existing Lender's rights and obligations under the
Existing Credit Agreement (including, without limitation, the Revolving
Commitments of such Existing Lender on the Third Amendment Effective Date and
the Revolving Obligations and Tranche B Term Loans owing to such Existing Lender
that are outstanding on the Third Amendment Effective Date) as shall be
necessary in order to give effect to the reallocations of the Revolving
Commitments, Revolving Obligations and Tranche B Term Loans effected by the
amendment to Schedule 2.01 to the Existing Credit Agreement pursuant to Subpart
2.12 hereof. From and after the Third Amendment Effective Date (i) each of the
New Lenders shall be a party to and be bound by the provisions of the Amended
Credit Agreement and, to the extent of the interests assigned hereby, have the
rights and obligations of a Lender thereunder and under the other Loan Documents
and (ii) each Existing Lender shall, to the extent of the interests assigned
hereby, relinquish its rights (other than indemnification rights pursuant to the
Section 11.05 of the Credit Agreement) and be released from its obligations
under the Existing Credit Agreement. Each Existing Lender (i) represents and
warrants that it is the legal and beneficial owner of the interest being
assigned by it hereunder and that such interest is free and clear of any adverse
claim; (ii) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the Loan Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
other instrument or document furnished pursuant thereto; and (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Loan Party or the performance or observance by any
Loan Party of any of its obligations under the Loan Documents or any other
instrument or document furnished pursuant thereto. Each New Lender (i) confirms
that it has received a copy of the Existing Credit Agreement and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Amendment; (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Amended Credit Agreement; (iii) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the
Amended Credit Agreement as are delegated to the Administrative Agent by the
terms thereof, together with such powers and discretion as are reasonably
incidental thereto; (iv) agrees that it will perform in accordance with their
terms all of the obligations that by the terms of the Amended Credit Agreement
are required to be performed by it as a Lender; and (v) that is not a United
States person shall have provided all forms required under Section 11.15 of the
Existing Credit Agreement.
PART V
MISCELLANEOUS
SUBPART 5.1 Representations and Warranties. The Borrowers hereby
represent and warrant to the Administrative Agent, the Existing Lenders and the
New Lenders that, after giving effect to this Amendment, (a) no Default or Event
of Default exists under the Amended Credit Agreement and (b) the representations
and warranties set forth in Article VI of the Existing Credit Agreement are,
subject to the limitations set forth therein, true and correct as of the date
hereof (except for those which expressly relate to an earlier date).
SUBPART 5.2 Reaffirmation of Obligations. The Borrowers hereby ratify
the Existing Credit Agreement and acknowledge and reaffirm (a) that they are is
bound by all terms of the Amended Credit Agreement applicable to them and (b)
that they are responsible for the observance and full performance of their
respective obligations under the Amended Credit Agreement.
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 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 3.1, all
references to the "Credit Agreement" in the Existing Credit Agreement (and
similar references, such as "hereof" and "hereto") and in the other Loan
Documents shall be deemed to refer to the Existing 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 facsimile
(including electronic mail) 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 NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES).
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.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Credit Agreement as of the date first above written.
BORROWERS: CENTRAL PARKING CORPORATION,
a Tennessee corporation
By: /s/ Monroe J. Carell, Jr.
-------------------------
Name: Monroe J. Carell, Jr.
Title: Chief Executive Officer
CENTRAL PARKING SYSTEM, INC.,
a Tennessee corporation
ALLRIGHT CORPORATION,
a Delaware corporation
XXXXXX SYSTEM, INC.,
a Delaware corporation
CPS FINANCE, INC.,
a Delaware corporation
CENTRAL PARKING SYSTEM OF TENNESSEE, INC.,
a Tennessee corporation
By: /s/ Monroe J. Carell, Jr.
-------------------------
Name: Monroe J. Carell, Jr.
Title: Chief Executive Officer
GUARANTORS: CENTRAL PARKING SYSTEM OF NEW YORK, INC.,
a Tennessee corporation
XXXXXX PARKING SYSTEM, INC.,
a New York corporation
CENTRAL PARKING SYSTEM OF PENNSYLVANIA,
INC., a Tennessee corporation
CENTRAL PARKING SYSTEM OF VIRGINIA, INC.
(F/K/A DIPLOMAT PARKING CORP.), a DC corporation
CENTRAL PARKING SYSTEM OF TEXAS, INC.,
a Texas corporation
CENTRAL PARKING SYSTEM OF OHIO, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF FLORIDA, INC.,
a Tennessee corporation
ALLRIGHT NEW YORK PARKING, INC.,
a New York corporation
CENTRAL PARKING SYSTEM OF NEW JERSEY,
INC., a New Jersey corporation
CENTRAL PARKING SYSTEM OF GEORGIA, INC.,
a Tennessee corporation
USA PARKING SYSTEM, INC. (F/K/A XXXXXX, INC.),
a Tennessee corporation
CENTRAL PARKING SYSTEM OF LOUISIANA, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM OF MARYLAND, INC.,
a Tennessee corporation
CENTRAL PARKING SYSTEM REALTY OF NEW YORK,
INC., a Tennessee corporation
CENTRAL PARKING SYSTEM OF WASHINGTON,
INC., a Tennessee corporation
CENTRAL PARKING SYSTEM OF MISSOURI, INC.
(F/K/A CPS-ST. LOUIS, INC.), a Tennessee corporation
CENTRAL PARKING SYSTEM OF WISCONSIN, INC.,
a Tennessee corporation
By: /s/ Monroe J. Carell, Jr.
-------------------------
Name: Monroe J. Carell, Jr.
Title: Chief Executive Officer
of each of the foregoing Guarantors
[signature pages continue]
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as
Administrative Agent
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Agency Officer
Assistant Vice President
EXISTING LENDERS: BANK OF AMERICA, N.A., as a Lender, L/C
Issuer and Swing Line Lender
By: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
------------------------------
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Senior Vice President
[AM SOUTH BANK]
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
[BARCLAYS BANK PLC]
By: /s/ Xxxx Xxxxx
-----------------------------
Name: Xxxx Xxxxx
Title: Director
[COMERICA BANK]
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Account Officer
[XX XXXXXX XXXXX BANK]
By: /s/ Xxxx Xxxxxx
-----------------------------
Name: Xxxx Xxxxxx
Title: Vice-President
[SUNTRUST BANK]
By: /s/ Xxxxx Xxxxxx
-----------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director
[US BANK N.A.]
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
NEW LENDER: [FIRST TENNESSEE BANK NATIONAL
ASSOCIATION]
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
[NATIONAL CITY BANK OF KENTUCKY]
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
NEW LENDER: [LASALLE BANK NATIONAL ASSOCIATION]
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: Assistant Vice President
NEW LENDER: [FIFTH THIRD BANK, N.A.]
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President/Managing Director
NEW LENDER: [UNION PLANTERS BANK, N.A.]
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
NEW LENDER: [MIZUHO CORPORATE BANK, LTD.]
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President
[BLACKROCK SENIOR LOAN TRUST
MAGNETITE IV CLO, LIMITED
MAGNETITE V. CLO, LIMITED]
By: /s/ Xxx Xxxxxxx
--------------------------------
Name: Xxx Xxxxxxx
Title: Authorized Signatory
[HARCH CLO I, LTD.]
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
[ELC (CAYMAN) LTD. CDO SERIES 1999-I]
BY: BABSON CAPITAL MANAGEMENT LLC
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[ELC (CAYMAN) LTD. 1999-III]
BY: BABSON CAPITAL MANAGEMENT LLC
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[ELC (CAYMAN) LTD. 2000-I]
BY: BABSON CAPITAL MANAGEMENT LLC
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[APEX (IDM) CDO I, LTD.]
BY: BABSON CAPITAL MANAGEMENT LLC
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[XXXXX CLO LTD. 2000-I]
BY: BABSON CAPITAL MANAGEMENT LLC
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY]
BY: BABSON CAPITAL MANAGEMENT LLC
AS INVESTMENT ADVISOR
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[MAPLEWOOD (CAYMAN) LIMITED]
BY: BABSON CAPITAL MANAGEMENT LLC
UNDER DELEGATED AUTHORITY FROM
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY AS INVESTMENT MANAGER
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[SIMSBURY CLO, LIMITED]
BY: BABSON CAPITAL MANAGEMENT LLC
UNDER DELEGATED AUTHORITY FROM
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[SUFFIELD CLO, LIMITED]
BY: BABSON CAPITAL MANAGEMENT LLC
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[BABSON CLO LTD. 2003-I]
BY: BABSON CAPITAL MANAGEMENT LLC
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[BABSON CLO LTD. 2004-II]
BY: BABSON CAPITAL MANAGEMENT LLC
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[XXXX & XXXXXXX XXXXX FOUNDATION]
BY: BABSON CAPITAL MANAGEMENT LLC
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[NOMURA BOND & LOAN FUND]
By: /s/ Xxxxxxxxx XxxXxxx
------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
UFJ Trust Bank Limited as Trustee
Nomura Corporate Research and
Asset Management, Inc.
Attorney in Fact
[CLYDESDALE CLO 2001-1, LTD.]
By: /s/ Xxxxxxxxx XxxXxxx
------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
Nomura Corporate Research and Asset
Management, Inc. As Collateral Manager
[CLYDESDALE CLO 2003, LTD.]
By: /s/ Xxxxxxxxx XxxXxxx
------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
Nomura Corporate Research and Asset
Management, Inc. As Collateral Manager
[VENTURE CDO 2002, LIMITED]
By its investment advisor MJX Asset Management LLC
By: /s/ Xxxx X. Xxxxxxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Chief Investment Officer
[VENTURE II CDO, LIMITED]
By its investment advisor MJX Asset Management LLC
By: /s/ Xxxx X. Xxxxxxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Chief Investment Officer
[LANDMARK III CDO, LTD]
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Authorized Signatory
[LANDMARK II CDO]
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Authorized Signatory
[LANDMARK CDO, LTD]
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Authorized Signatory
[BLUE SQUARE FUNDING LIMITED SERIES 3]
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
[KZH CYPRESSTREE-1 LLC]
By: /s/ Hi Hua
----------------------------------
Name: Hi Hua
Title: Authorized Agent
[KZH STERLING LLC]
By: /s/ Hi Hua
--------------------------------
Name: Hi Hua
Title: Authorized Agent
[KZH SOLEIL LLC]
By: /s/ Hi Hua
--------------------------------
Name: Hi Hua
Title: Authorized Agent
[KZH SOLEIL-2 LLC]
By: /s/ Hi Hua
--------------------------------
Name: Hi Hua
Title: Authorized Agent
[CANADIAN IMPERIAL BANK OF COMMERCE]
By: /s/ Xxxx Xxxx
--------------------------------
Name: Xxxx Xxxx
Title: Authorized Signatory
[TORONTO DOMINION (NEW YORK), LLC]
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
[CENTURION CDO VI, LTD.]
BY: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP, INC. AS COLLETERAL MANAGER
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director - Operations
[CENTURION CDO II, LTD.]
BY: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP, INC. AS COLLETERAL MANAGER
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director - Operations
[SEQUILS-CENTURION V, LTD.]
BY: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP, INC. AS COLLETERAL MANAGER
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director - Operations
[AMERICAN EXPRESS CERTIFICATE COMPANY]
BY: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP, INC. AS COLLETERAL MANAGER
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Managing Director
[IDS LIFE INSURANCE COMPANY]
BY: AMERICAN EXPRESS ASSET MANAGEMENT
GROUP, INC. AS COLLETERAL MANAGER
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Managing Director
[RESTORATION FUNDING CLO, LTD.]
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.
AS GENERAL PARTNER
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Treasurer - Highland Capital Management, L.P.
[HIGHLAND CRUSADER OFFSHORE PARTNERS, L.P.]
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.
AS GENERAL PARTNER
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Treasurer - Highland Capital Management, L.P.
[HIGHLAND LEGACY LIMITED]
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.
AS COLLETERAL MANAGER
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Treasurer - Highland Capital Management, L.P.
[HIGHLAND FLOATING RATE ADVANTAGE FUND]
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.
ITS INVESTMENT ADVISOR
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Treasurer - Highland Capital Management, L.P.
[BLACK DIAMOND CLO 1998-1 LTD.]
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Director
[BLACK DIAMOND CLO 2000-1 LTD.]
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Director
[SUNAMERICA LIFE INSURANCE COMPANY]
BY: AIG GLOBAL INVESTMENT CORP.
ITS INVESTMENT ADIVSOR
By: /s/ W. Xxxxxxx Xxxxxx
--------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
[GALAXY CLO 1999-1, LTD.]
BY: AIG GLOBAL INVESTMENT CORP.
ITS COLLATERAL MANAGER
By: /s/ W. Xxxxxxx Xxxxxx
--------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
[GALAXY CLO 2003-1, LTD.]
BY: AIG GLOBAL INVESTMENT CORP.
ITS INVESTMENT ADIVSOR
By: /s/ W. Xxxxxxx Xxxxxx
--------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
[APEX (TRIMARAN) CDO I. LTD.]
BY: TRIMARAN ADVISORS, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
[HARBOUR TOWN FUNDING LLC]
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
[SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR RACE POINT II CLO,
LIMITED, AS TERM LENDER]
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director, Portfolio Manager
[LONG LANE MASTER TRUST IV]
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Agent
[SRF 2000, INC.]
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
[SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR XXXXX POINT CLO,
LTD, AS TERM LENDER]
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director, Portfolio Manager
[SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR RACE POINT CLO,
LIMITED, AS TERM LENDER]
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director, Portfolio Manager
[SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR CASTLE HILL I - INGOTS,
LTD, AS TERM LENDER]
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director, Portfolio Manager
[SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR CASTLE HILL II - INGOTS,
LTD, AS TERM LENDER]
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director, Portfolio Manager
[SANKATY ADVISORS, LLC AS COLLATERAL
MANAGER FOR CASTLE HILL III - INGOTS,
LTD, AS TERM LENDER]
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director, Portfolio Manager
[HANOVER SQUARE CLO LTD.
BY: BLACKSTONE DEBT ADVISORS L.P.
AS COLLATERAL MANAGER]
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
[UNION SQUARE CDO LTD.
BY: BLACKSTONE DEBT ADVISORS L.P.
AS COLLATERAL MANAGER]
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
[MONUMENT PARK CDO LTD.
BY: BLACKSTONE DEBT ADVISORS L.P.
AS COLLATERAL MANAGER]
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
[BANK OF MONTREAL
BY: HIM MONEGY, INC. AS AGENT]
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
[BOSTON HARBOR CLO 2004-1, LTD.]
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Vice President
[PRINCIPAL LIFE INSURANCE COMPANY]
BY: PRINCIPAL GLOBAL INVESTORS, LLC
A DELAWARE LIMITED LIABILITY COMPANY
ITS AUTHORIZED SIGNATORY
By: /s/ Xxx X. Xxxxx
--------------------------------
Name: Xxx X. Xxxxx
Title: Counsel
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Counsel
[NATIONWIDE MUTUAL INSURANCE COMPANY]
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Associate Vice President Public Bonds
[AMMC CDO II, LIMITED]
BY: AMERICAN MONEY MANAGEMENT CORP.,
AS COLLATERAL MANAGER
By: /s/ Xxxxxxx X. Eng
--------------------------------
Name: Xxxxxxx X. Eng
Title: Senior Vice President
[AMMC CDO III, LIMITED]
BY: AMERICAN MONEY MANAGEMENT CORP.,
AS COLLATERAL MANAGER
By: /s/ Xxxxxxx X. Eng
--------------------------------
Name: Xxxxxxx X. Eng
Title: Senior Vice President
[XXX XXXXXX SENIOR LOAN FUND]
BY: XXX XXXXXX INVESTMENT ADVISORY
CORP.
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Executive Director
[XXX XXXXXX SENIOR INCOME TRUST]
BY: XXX XXXXXX INVESTMENT ADVISORY CORP.
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Executive Director
[MAINSTAY FLOATING RATE FUND, A SERIES
OF ECLIPSE FUNDS, INC.]
BY: NEW YORK LIFE INVESTMENT
MANAGEMENT LLC
By: /s/ F. Xxxxx Xxxxx
--------------------------------
Name: F. Xxxxx Xxxxx
Title: Director
[GENERAL ELECTRIC CAPITAL CORPORATION]
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Duly Authorized Signatory
[XXXXXXXX CDO, LTD]
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
[XXXXXXXXX CARRERA CLO, LTD.]
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS ASSET MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
[XXXXXXXXX ARBITRAGE CDO, LTD.]
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
[XXXXXXXXX CLO, LTD.]
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
[XXXXXXXXX/RMF TRANSATLANTIC CDO, LTD.]
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
[WINDSOR LOAN FUNDING, LIMITED]
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS INVESTMENT MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
[AURUM CLO 2002-1, LTD.]
BY: COLUMBIA MANAGEMENT ADVISORS, INC.
AS INVESTMENT MANAGER
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
[FLAGSHIP CLO II]
BY: FLAGSHIP CAPITAL MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Director
[FLAGSHIP CLO 2001-1]
BY: FLAGSHIP CAPITAL MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Director
[XXXXXX XXXXXXX PRIME INCOME TRUST]
By: /s/ Xxxxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Authorized Signatory
[IKB CAPITAL CORPORATION]
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
Title: President
EXHIBIT A
Schedule 1.01(b)
SALE PROPERTIES
1. The surface lot owned by the Spice Lot Business Trust located in the
City of Baltimore, Maryland
2. The four (4) properties jointly owned by Allright Realty Corporation
and American General Life Insurance Company of Delaware located in
Bexar County, Texas, and Xxxxxxx County, Georgia
3. The surface lot owned by Allright Corporation in Xxxxxx Xxxxxx, Xxx
Xxxx (0000 Xxxxxx Avenue)
4. The surface lot owned by Allright Corporation in Xxxxxx County, Texas
(1215 Main Street)
5. The surface lot owned by Allright Corporation in Xxxxxx Xxxxxx, Xxxxx
(0000 San Jacinto Street)
6. The surface lot owned by Allright Corporation in Xxxxxx Xxxxxx, Xxxxx
(0000 San Jacinto Street)
7. The surface lot owned by Allright Corporation in Xxxxxx Xxxxxx, Xxxxx
(0000 Xxxx Xxxxxxx Parkway)
8. The surface lot owned by Allright Corporation in Davidson County,
Tennessee (717 Church Street)
9. The garage owned by Central Parking System Realty of New York, Inc. in
Manhattan County, New York (12 Xxxx 00xx Xxxxxx)
10. The surface lot owned by Allright Corporation in Xxxxx County, Kentucky
(613 Petersburg Road)
11. The surface lot owned by the Cosmopolitan National Bank of Chicago as
Trustee in Xxxx County, Illinois (824 South Xxxxx Street)
12. The properties owned by Allright Corporation in Xxxxxxx County, Georgia
(Xxxxxxxx Road and Airport View Road)
13. The surface lot owned by Allright Corporation in Xxxxxx County, Texas
(1400 Prairie St)
14. The self-park garage owned in part by LoDo Parking Garage LC in Denver
County, Colorado (0000 00xx Xxxxxx)
15. The surface lot jointly owned by Allright Realty Company in Franklin
County, Ohio (208 East Main Street)
16. The surface lot owned by Allright Corporation in Miami-Dade County,
Florida (S. Miami Avenue, S.E. 2nd, S.E. 1st, S.E. 3rd, Xxxx Xxxxx
Property-Burdines)
17. The surface lot owned by AEG Partnership in Erie County, New York (285
Washington Street)
18. Three surface lots owned by Allright Corporation in Xxxxxx Xxxxxx,
Xxxxx (0000 San Jacinto Street, 1201 San Jacinto Street, 0000 Xxxx
Xxxxxx)
19. The surface lot owned by Allright Corporation in Hillsboro County,
Florida (502 E Cass/Xxxxxx)
20. The surface lot owned by Allright Corporation in King County,
Washington (1003 4th Avenue)
21. The surface lot owned by Allright Corporation in Denver County,
Colorado (Hall lot - Block 131)
22. The surface lot and garage owned by Allright Corporation in Denver
County, Colorado (Elks lot and Moor Hotel garage - Block 138)
23. The surface lot owned by Allright Corporation in Xxxx County, Illinois
(824 South Xxxxx Street)
EXHIBIT B
Schedule 2.01
COMMITMENTS AND PRO RATA SHARES
REVOLVING
LENDER COMMITMENT COMMITMENT PERCENTAGE
-------------------------------------------------------------------------------------------
BANK OF AMERICA, N.A. $56,000,000.00 24.888888889%
-------------------------------------------------------------------------------------------
JPMORGAN CHASE BANK $25,000,000.00 11.111111111%
-------------------------------------------------------------------------------------------
SUNTRUST BANK $25,000,000.00 11.111111111%
-------------------------------------------------------------------------------------------
US BANK N.A. $20,000,000.00 8.888888889%
-------------------------------------------------------------------------------------------
COMERICA BANK $15,000,000.00 6.666666667%
-------------------------------------------------------------------------------------------
BARCLAYS BANK PLC $15,000,000.00 6.666666667%
-------------------------------------------------------------------------------------------
AMSOUTH BANK $12,500,000.00 5.555555555%
-------------------------------------------------------------------------------------------
LASALLE BANK, NATIONAL ASSOCIATION $12,500,000.00 5.555555555%
-------------------------------------------------------------------------------------------
MIZUHO CORPORATE BANK, LTD. $10,000,000.00 4.444444444%
-------------------------------------------------------------------------------------------
NATIONAL CITY BANK OF KENTUCKY $10,000,000.00 4.444444444%
-------------------------------------------------------------------------------------------
UNION PLANTERS BANK $8,000,000.00 3.555555556%
-------------------------------------------------------------------------------------------
FIFTH THIRD BANK $8,000,000.00 3.555555556%
-------------------------------------------------------------------------------------------
FIRST TENNESSEE BANK NATIONAL ASSOCIATION $8,000,000.00 3.555555556%
-------------------------------------------------------------------------------------------
TOTAL $225,000,000 100%
===========================================================================================
