1
EX-10.16
March 30, 1999
APCOA/Standard Parking, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
RE: CREDIT AGREEMENT DATED AS OF MARCH 30, 1998, AS MODIFIED (THE
"CREDIT AGREEMENT") AMONG APCOA/STANDARD PARKING, INC.,
FORMERLY KNOWN AS APCOA, INC., THE LENDERS PARTY THERETO AND
THE FIRST NATIONAL BANK OF CHICAGO, AS AGENT
Ladies/Gentlemen:
The Company has requested, and, subject to the terms and conditions
hereof, the Company, the Lenders and the Agent have agreed, to the following
clarifications to the Credit Agreement:
1. The restructuring charges taken in connection with the Standard Acquisition
to the extent such charges do not exceed $18,500,00 for the Calculation
Period ending December 31, 1998 and do not exceed $2,000,000 for the
Calculation Period ending December 31, 1999 shall be deemed "consistent
with the restructuring charges identified in the Pro Forma Financial
Statements" for purposes of clause I(xii)(A) of the definition of Adjusted
EBITDA contained in Section 1.1 of the Credit Agreement, provided that no
other restructuring charges shall be deemed "consistent with the
restructuring charges identified in the Pro Form Financial Statements" for
purposes of clause I(xii)(A) of such definition of Adjusted EBITDA or for
any other purpose without the prior written approval of the Required
Lenders.
2. Section 5.2(q) of the Credit Agreement is restated, effective as of
December 31, 1998, as follows: "(q) Net Capital Expenditures. Make, or
permit any Subsidiary to make, Net Capital Expenditures that exceed in the
aggregate for the Company and its Subsidiaries (a) $7,000,000 for the
Calculation Period ending December 31, 1998, $7,000,000 for the Calculation
period ending December 31, 1999 or $5,000,000 in any other fiscal year or
(b) $8,000,000 in any consecutive two fiscal year period, the first of
which shall commence after the fiscal year ending December 31, 1999, plus,
in each case, the amount by which the allowed Net Capital Expenditures for
the most recently ended fiscal year exceeded the actual Net Capital
Expenditures for such fiscal year."
The Company acknowledges and agrees that the agreement contained
herein is limited as described above. Such limited agreement (a) shall not
impact any other term, covenant or agreement of the Loan documents and (b) shall
not be deemed to have prejudiced any present or future rights which the Agent or
the lenders now have or may have under the Loan Documents.
The effectiveness of this letter is subject to the satisfaction of
each of the following: (a) the Company shall have signed this letter, (b) the
Required Lenders shall have signed this letter and (c) the Company shall have
paid to the Agent, for the benefit of the Lenders signing this letter agreement
on or before 5:00 p.m., Detroit time, March 30, 1999, an amendment fee in an
amount equal to 10 basis points on the amount of the commitment of each such
Lender.
2
The Company represents, warrants and agrees with the Agent and the
Lenders that (a) after giving effect to the clarifications herein contained the
representations and warranties contained Article IV of the Credit Agreement are
true on and as of the date hereof with the same force and effect as if made on
and as of the date hereof, (b) after giving effect to the clarifications herein
contained no Event of Default or Unmatured Event exists or has occurred and is
continuing on the date hereof; (c) the Loan Documents are ratified and confirmed
and shall remain in full force and effect and that it has no set off,
counterclaim, defense or other claim or dispute with respect to any of the
foregoing; (d) after giving effect to the clarification contained in paragraph
no. 1 above the Company is in compliance with the financial covenants contained
in Sections 5.2(a), (b) and (c) of the Credit Agreement as of March 31, 1999 on
a pro forma basis acceptable to the Agent and will deliver to the Agent a
covenant compliance certificate to such effect on the date hereof; and (e) each
of the Guarantors has reviewed and fully consented to the terms and provisions
of this letter.
All capitalized terms used but defined herein shall have the meanings
ascribed thereto in the Credit Agreement. This letter may be executed in any
number of counterparts.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO,
as a Lender and as Agent
By: /s/ Xxxxxxx X. XxXxxxxxx
---------------------------------
Its:/s/ First Vice President
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APCOA STANDARD PARKING, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Its:/s/ Treasurer
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LASALLE NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Its:/s/ Senior Vice President
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UNION BANK OF CALIFORNIA
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Its:/s/ Vice President
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