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EXHIBIT 10.15
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of February 14, 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.
KINNEY 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. (formerly known as NationsBank, N.A.), as Agent
and
BANC OF AMERICA SECURITIES LLC
(formerly known as NationsBanc Montgomery 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
NBD BANK, N.A.
BARCLAYS BANK PLC
CHASE BANK OF TEXAS, N.A.
FIRST UNION NATIONAL 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 February 14, 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.,
Kinney 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").
W I T N E S S E T H
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, as amended by that certain Amendment and Waiver to Credit Agreement
dated as of December 28, 1999 (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 "Capital Expenditures" in
Section 1.1. The definition of "Capital Expenditures" is hereby amended in its
entirety to read as follows:
"Capital Expenditures" means all expenditures which in
accordance with GAAP would be classified as capital expenditures,
including, without limitation, Capital Leases; provided that the
term "Capital Expenditures" shall not include, for purposes hereof,
(i) expenditures of proceeds of insurance settlements and other
settlements in respect of lost, destroyed or damaged assets,
equipment or other property to the extent such expenditures are made
to replace or repair such lost, destroyed or damaged assets,
equipment or other property or otherwise to acquire assets or
properties useful in the business of the Borrowers and (ii) the Net
Cash Proceeds of Asset Dispositions to the extent such Net Cash
Proceeds are used to replace or repair assets, equipment or other
property or otherwise to acquire assets or properties useful in the
business of the Borrowers.
SUBPART 2.2 Amendment to definition of "Hedging Agreements" in Section
1.1. The definition of "Hedging Agreements" is hereby amended in its entirety to
read as follows:
"Hedging Agreements" means any interest rate protection
agreement, foreign currency exchange agreement or Equity Swap
Agreement between one or more of the Borrowers and any Lender, or
any Affiliate of a Lender.
SUBPART 2.3 Amendment to definition of "Permitted Investments" in
Section 1.1. The definition of "Permitted Investments" is hereby amended in its
entirety to read as follows:
"Permitted Investments" means Investments which are either (i)
cash and Cash Equivalents, (ii) accounts receivable created,
acquired or made in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms, (iii)
Investments consisting of stock, obligations, securities or other
property received in settlement of accounts receivable (created in
the ordinary course of business) from defaulting obligors, (iv)
Investments existing as of the Closing Date and set forth in
Schedule 8.5, (v) loans to employees, directors or officers in
connection with the award of convertible bonds or stock under a
stock incentive plan, stock option plan or other equity-based
compensation plan or arrangement in the aggregate not to exceed
$1,000,000 (calculated on the exercise price for any such shares) in
the aggregate at any time outstanding, (vi) other advances or loans
to employees, directors, officers, shareholders or agents not to
exceed $1,000,000 in the aggregate at any time outstanding, (vii)
loans, advances and investments by one
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Credit Party to or into another Credit Party, (viii) loans, advances
and investments by a Credit Party to or into a Subsidiary that is
not a Credit Party in an amount not to exceed the greater of
$10,000,000 or ten percent (10%) of Net Worth in the aggregate at
any time outstanding, (ix) Permitted Acquisitions, (x) "key money"
advances or other prepaid rent paid in connection with obtaining
leasehold or other interests in real property in the ordinary course
of business, (xi) advances in respect of the Stock Buy-Back Plan and
(xii) other loans, advances and investments of a nature not
contemplated in the foregoing subsections, including, without
limitation, loans in connection with purchase money financing, in an
amount not to exceed $25,000,000 in the aggregate at any time
outstanding.
SUBPART 2.4 The following new definitions are added to Section 1.1 of
the Existing Credit Agreement their appropriate alphabetical order:
"Equity Swap Agreements" means any agreement entered into by
the Parent in order to manage existing or anticipated risk
associated with the repurchase by the Parent of shares of its
capital stock pursuant to the Stock Buy-Back Plan.
"Stock Buy-Back Plan" means that certain plan approved by the
Parent's Board of Directors on January 17, 2000, which authorized
the Parent to effect the buy-back of the capital stock of the Parent
in an amount not to exceed $50,000,000 in the aggregate.
SUBPART 2.5 Amendments to Section 6.14. Section 6.14 of the Existing
Credit Agreement is hereby amended in its entirety to read as follows:
6.14 PURPOSE OF EXTENSIONS OF CREDIT.
The Loans will be used solely (a) to refinance existing Funded Debt,
(b) to finance the existing Funded Debt of Allright and to pay
transactions costs of up to $38,000,000 with respect to the Allright
Merger, (c) to finance working capital, (d) to advance the redemption
price for the capital stock of the Parent pursuant to the Stock Buy-Back
Plan and (e) for other general corporate purposes. The Letters of Credit
shall be used only for the purposes set forth in Section 2.3(a).
SUBPART 2.6 Amendments to Section 7.9(d). Section 7.9(d) of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:
7.9 FINANCIAL COVENANTS.
************
(d) Net Worth. The Net Worth shall at all times (after giving
effect to the issuance of additional capital stock in connection
with the Allright Merger) be greater than or equal to $320,000,000,
increased by the sum of (i) on a cumulative
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basis as of the end of each fiscal quarter of the Parent, commencing
with the fiscal quarter ending March 31, 1999, an amount equal to
50% of Net Income (to the extent positive) for the fiscal quarter
then ended plus (ii) an amount equal to 100% of the Net Cash
Proceeds from any Equity Transaction occurring after the Closing
Date minus (iii) the aggregate price paid for all purchases of
capital stock of the Parent pursuant to the Stock Buy-Back Plan.
SUBPART 2.7 Amendments to Section 8.1. Section 8.1 of the Existing Credit
Agreement is hereby amended to add the following subsection (h) in the
appropriate alphabetical order:
8.1 INDEBTEDNESS.
Contract, create, incur, assume or permit to exist any Indebtedness,
except:
***********
(h) obligations of the Parent under Equity Swap Agreements.
SUBPART 2.8 Amendments to Section 8.6. Section 8.6 of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:
8.6 RESTRICTED PAYMENTS.
Directly or indirectly, (a) declare or pay any dividends or make any
other distribution upon any shares of its capital stock of any class other
than (i) stock dividends, (ii) dividends by Subsidiaries of the Parent to
the Parent or any Subsidiary of the Parent and (iii) provided that no
Event of Default has occurred and is continuing (A) cash dividends by the
Parent in an amount not to exceed the greater of $4,000,000 or fifteen
percent (15%) of Net Income during any fiscal year and (B) dividends on
the Preferred Stock on the dates and at the rate set forth in the
description of the Preferred Stock contained in Schedule 1.2, (b)
purchase, redeem or otherwise acquire or retire or make any provisions for
redemption, acquisition or retirement of any shares of its capital stock
of any class or any warrants or options to purchase any such shares other
than (i) Permitted Investments, (ii) purchases by the Parent of its shares
in connection with the Stock Buy-Back Plan, provided that the aggregate
price for all such purchases shall not exceed $50,000,000 and (ii) the
purchase by the Parent of its shares in connection with stock purchase
agreements and shareholder redemption agreements (other than pursuant to
the Stock Buy-Back Plan) provided that the aggregate amount of such
purchases does not exceed $5,000,000 during the term of this Agreement; or
(c) make any prepayment, redemption, defeaseance or acquisition for value
of (including without limitation, by way of depositing money or securities
with the trustee with respect thereto before due for the purpose of paying
when due), or refund, refinance or exchange of any Funded Debt.
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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 and Restatement shall be known, and may be referred to, as the
"Amended and Restated Credit Agreement."
(a) Execution of Counterparts of 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 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 hereof, the Existing Credit Agreement as amended and restated by this
Amendment and Restatement.
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SUBPART 4.5 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 4.6 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 4.7 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 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 to be duly executed on the date first above written.
BORROWERS: CENTRAL PARKING CORPORATION
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
SUBSIDIARY
GUARANTORS: CENTRAL PARKING SYSTEMS, INC.
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
CENTRAL PARKING SYSTEM REALTY, INC.
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
CENTRAL PARKING SYSTEMS OF MASSACHUSETTS, INC.
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
CPC FINANCE OF TENNESSEE, INC.
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
KINNEY SYSTEM OF SUDBURY ST, INC.
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
----------------------------------------
(Signatures Continued)
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ALLRIGHT HOLDINGS, INC.
By: /s/ Stephen A. Tisdell
-------------------------------------------
Name: Stephen A. Tisdell
-----------------------------------------
Title: Chief Financial Officer
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AGENT: BANK OF AMERICA, N.A.
By: /s/ William H. Diell
-------------------------------------------
Name: William H. Diell
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Title: Senior Vice President
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LENDERS: SUNTRUST BANK
By: /s/ Scott Corley
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Name: Scott Corley
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Title: Vice President
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KBC BANK N.V.
By: /s/ Robert Snauffer
----------------------------------------
Name: Robert Snauffer
--------------------------------------
Title: Vice President
-------------------------------------
KBC BANK N.V.
By: /s/ Kenneth Connor
----------------------------------------
Name: Kenneth Connor
--------------------------------------
Title: Vice President
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FIRST AMERICAN NATIONAL BANK
By: /s/ Russell S. Rogers
---------------------------------------
Name: Russell S. Rogers
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Title: Senior Vice President
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MERCANTILE BANK, N.A.
By: /s/ Eric Hartman
---------------------------------------
Name: Eric Hartman
-------------------------------------
Title: AUP
------------------------------------
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NBD BANK, N.A.
By: /s/ Dianna McCarthy
---------------------------------------
Name: Dianna McCarthy
-------------------------------------
Title: Vice President
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THE BANK OF NOVA SCOTIA
By: /s/ W.J. Brown
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Name: W.J. Brown
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Title: Vice President
------------------------------------
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THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
--------------------------------------
Name:
------------------------------------
Title: Vice President
-----------------------------------
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FIRST UNION NATIONAL BANK
By: /s/ Robert T. Page
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Name: Robert T. Page
-------------------------------------
Title: Vice President
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WACHOVIA BANK, N.A.
By: /s/ Kenneth Washington
-------------------------------------
Name: Kenneth Washington
-----------------------------------
Title: Senior Vice President
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GENERAL ELECTRIC CAPITAL CORP.
By: /s/ W. Jerome McDermott
------------------------------------
Name: W. Jerome McDermott
----------------------------------
Title: Duly Authorized Signatory
---------------------------------
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THE BANK OF NEW YORK
By: /s/ Robert Santoriello
-------------------------------------
Name: Robert Santoriello
-----------------------------------
Title: Assistant Vice President
----------------------------------
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SOUTHTRUST BANK, N.A.
By: /s/ Bradford A. Vieira
--------------------------------------
Name: Bradford A. Vieira
------------------------------------
Title: Commercial Loan Officer
-----------------------------------
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BARCLAYS BANK PLC
By: /s/ Terance Bullock
--------------------------------------
Name: Terance Bullock
------------------------------------
Title: Vice President
-----------------------------------
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FLEET BANK, N.A.
By: /s/ Richard Stord
------------------------------------
Name: Fleet Bank, N.A.
----------------------------------
Title: Vice President
---------------------------------
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CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By: /s/ Michael J. Lister
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Name: Michael J. Lister
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Title: Vice President
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