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EXHIBIT 10.15
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of June 16, 2000
among
CENTRAL PARKING CORPORATION
CENTRAL PARKING SYSTEM, INC.
CENTRAL PARKING SYSTEM REALTY, INC.
CENTRAL PARKING SYSTEM OF MASSACHUSETTS, INC.
CPC FINANCE OF TENNESSEE, INC.
▇▇▇▇▇▇ SYSTEM OF SUDBURY ST., INC.
ALLRIGHT HOLDINGS, INC.
as Borrowers,
and
CERTAIN SUBSIDIARIES OF THE BORROWERS, as Guarantors,
and
THE LENDERS IDENTIFIED HEREIN
and
BANK OF AMERICA, N.A., as Agent
and
BANC OF AMERICAL SECURITIES LLC,
as Sole Lead Arranger and Sole Book Manager
and
SUNTRUST BANK as Documentation Agent
and
FLEET BANK, N.A., as Syndication Agent
and
THE BANK OF NOVA SCOTIA
BANK ONE, N.A. (formerly known as NBD Bank, N.A.)
BARCLAYS BANK PLC
CHASE BANK OF TEXAS, N.A.
FIRST UNION BANK,
As Co-Agents
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AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment and
Restatement", dated as of June 16, 2000, 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.,
▇▇▇▇▇▇ System of Sudbury St., Inc., and Allright Holdings, Inc. (the
"Borrowers"), the Guarantors from time to time party hereto, the Lenders from
time to time party thereto and Bank of America, N.A., as Agent, as amended (the
"Credit Agreement".)
WITNESSETH
WHEREAS, the Borrowers, the Guarantors, the Lenders, and the Agent have
entered into 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, as amended by that certain Amendment and Waiver to Credit Agreement
dated as of December 28, 1999, as amended and restated by that certain Amended
and Restated Credit Agreement dated as of February 14, 2000 (the "Existing
Credit Agreement"); and
WHEREAS, the Borrowers have requested, and the Lenders have agreed, to
amend and restate the Existing Credit Agreement as set forth herein on the terms
and subject to the conditions provided herein;
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 and
Restatement, including its preamble and recitals, have the following meanings:
"Amended and Restated Credit Agreement" means the Existing
Credit Agreement as amended and restated hereby.
"Amendment and Restatement Effective Date" is defined in
Subpart 3.1.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment and Restatement,
including its preamble and recitals, have the meanings provided in the Existing
Credit Agreement.
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PART 2
AMENDMENT AND RESTATEMENT OF EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment and
Restatement Effective date, the Existing Credit Agreement is hereby amended and
restated in the form of an Amended and Restated Credit Agreement dated as of the
date hereof, the terms of which shall be identical to the terms of the Existing
Credit Agreement except as expressly provided in this Part 2.
SUBPART 2.1 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; provided, however, that for purposes hereof, "EBITDA"
shall not include EBITDA attributable to non-Credit Party Subsidiaries
of the Parent if the Funded Debt of such Subsidiary has been excluded
from the definition of Funded Debt.
SUBPART 2.2 Amendment to definition of "Funded Debt" in Section 1.1.
The definition of "EBITDA" is hereby amended in its entirety to read as follows:
"Funded Debt" means, with respect to any Person, without
duplication, (i) all Indebtedness of such Person for borrowed money,
(ii) all purchase money Indebtedness of such Person, including without
limitation the principal portion of all obligations of such Person
under Capital Leases, (iii) all Guaranty Obligations of such Person
with respect to Funded Debt of another Person, (iv) the maximum
available amount of all standby letters of credit or acceptances issued
or created for the account of such Person, (v) all Funded Debt of
another Person secured by a Lien on any Property of such Person,
whether or not such Funded Debt has been assumed, provided that for
purposes hereof the amount of such Funded Debt shall be limited to the
greater of (A)(the amount of such Funded Debt as to which there is
recourse to such Person and (B) the fiar market value of the property
which is subject to the Lien, (vi) the principal balance outstanding
under any Synthetic Lease, and (vii) the principal amount of the
subordinated notes issued by the Parent to the PS Subsidiary in
connection with the Preferred Stock. The Funded Debt of any Person
shall include the Funded Debt of any partnership or joint venture in
which such Person is a general partner or joint venturer, but only to
the extent to which there is recourse to such Person for the payment of
such Funded Debt. Notwithstanding the foregoing, "Funded Debt" shall
not include Funded
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Debt of non-Credit Party Subsidiaries of the Parent to the extent that
such Funded Debt is non-recourse to a Credit Party.
PART 3
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 Amendment and Restatement Effective Date. This Amendment
and Restatement shall be and become effective as of the date on which all of the
conditions set forth in this Part 3 shall have been satisfied or waived by the
Required Lenders (the "Amendment and Restatement Effective Date") and thereafter
this Amendment shall be known, and may be referred to, as the "Amended and
Restated Credit Agreement."
(a) Execution of Counterpart and Documents. The Agent
shall have received counterparts of this Amendment and Restatement,
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 and
Restatement).
(b) Other Documents. The Agent shall have received such
other documentation as the Agent may reasonably request in connection
with the foregoing, all in form reasonably satisfactory to the Agent.
PART 4
MISCELLANEOUS
SUBPART 4.1 Representations and Warranties. Each of the Borrowers
hereby represents and warrants to the Agent and the Lenders that, after giving
effect to this Amendment and Restatement, (a) no Default or Event of Default
exists under the Existing 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 4.2 Reaffirmation of Credit Party Obligations. Each Credit
Party hereby ratifies the Existing Credit Agreement and acknowledges and
reaffirms (a) that it is bound by all terms of the Existing Credit Agreement
applicable to it and (b) that it is responsible for the observance and full
performance of its respective Credit Party Obligations.
SUBPART 4.3 Cross-References. References in this Amendment and
Restatement to any Part or Subpart are, unless otherwise specified, to such Part
or Subpart of this Amendment and Restatement.
SUBPART 4.4. Existing Credit Agreement. As used here in the Existing
Credit Agreement, the terms "Agreement", "Credit Agreement", "herein",
"hereinafter", "hereunder", "hereto", and words of similar import shall mean,
from and after the date
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hereof, the Existing Credit Agreement as amended and restated by this Amendment
and Restatement.
SUBPART 4.5 Counterparts/Telecopy. This Amendment and Restatement 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 this Amendment and
Restatement by telecopy shall be effective as an original and shall constitute
that an original shall be delivered.
SUBPART 4.6 Governing Law. THIS AMENDMENT AND RESTATEMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NORTH CAROLINA.
SUBPART 4.7 Successors and Assigns. This Amendment and Restatement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SUBPART 4.8 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 and Restatement to be duly executed on this date first
above written.
BORROWERS: CENTRAL PARKING CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Title: Senior Vice President and
Chief Financial Officer
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SUBSIDIARY
GUARANTORS: CENTRAL PARKING SYSTEM, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Title: Senior Vice President and
Chief Financial Officer
--------------------------------------
CENTRAL PARKING SYSTEM REALTY, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Title: Senior Vice President and
Chief Financial Officer
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CENTRAL PARKING SYSTEM OF
MASSACHUSETTS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Title: Senior Vice President and
Chief Financial Officer
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CPC FINANCE OF TENNESSEE, INC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Title: Senior Vice President and
Chief Financial Officer
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▇▇▇▇▇▇ SYSTEM OF SUDBURY ST, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Title: Senior Vice President and
Chief Financial Officer
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ALLRIGHT HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Title: Senior Vice President and
Chief Financial Officer
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