Exhibit 10.38
APCOA/STANDARD PARKING
000 Xxxxx Xxxxxxxx Xxxxxx. Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000 o Fax (000) 000-0000
February 27, 2002
Xx. Xxxx Xxx Xxxxxxxx
First Vice President
LaSalle National Bank
000 Xxxxx XxXxxxx Xx., #000
Xxxxxxx, XX 00000
RE: Technical Correction of Section 5.2(1)(4) of the
Amended and Restated Credit Agreement
Dear Xxxx Xxx:
Reference is made to the Amended and Restated Credit Agreement
dated as of January 11, 2002 by and among APCOA/Standard
Parking, Inc. (the "Company"), LaSalle Bank National
Association, as Agent and as a lender (the "Agent"), Bank One,
N.A., as a lender, and the other financial institutions from
time to time party thereto (the "Credit Agreement"). All
capitalized terms not otherwise defined herein shall have the
same meanings ascribed to such terms in the Credit Agreement.
On the Effective Date, the Company had 40.6826 shares of
Series C Preferred Stock outstanding with an Aggregate
Liquidation Preference (as such term is defined in the Series
C Preferred Stock) of $61,330,540 and a Liquidation Preference
(as such term is defined in the Series C Preferred Stock) PER
SHARE of $1,507,537. Pursuant to Section 5.2(1)(4) of the
Credit Agreement, subject to certain limitations, the Company
is permitted to use a maximum of $1,500,000 of the proceeds
from the Subordinated Notes to redeem not less than 1.5 shares
of its Series C Preferred Stock owned by the Parent. The
number of shares listed in Section 5.2(1 )(4) is incorrect and
should permit 0.9950 shares to be redeemed. By your
acknowledgement below, you hereby agree, effective as of
January 11, 2002, to delete Section 5.2(1)(4) in its entirety
and substitute the following therefore:
(4) THE COMPANY HAS USED A MAXIMUM OF $1,500,000 OF
THE PROCEEDS FROM THE SUBORDINATED NOTES TO REDEEM
NOT LESS THAN 0.9950 SHARES OF SERIES C PREFERRED
STOCK OWNED BY THE PARENT, OF WHICH SUCH PROCEEDS THE
PARENT MUST USE, OR RETURN TO THE COMPANY, 100%
WITHIN 180 DAYS OF THE EFFECTIVE DATE TO REPURCHASE
AND RETIRE A PORTION OF THE PARENT'S SENIOR DISCOUNT
NOTES;
Xx. Xxxx Xxx Xxxxxxxx
February 27, 2002
Page Two
Please indicate your agreement and the agreement of Bank One by signing the copy
of this letter enclosed for that purpose in spaces below and returning the copy
to my attention.
Xxxx Xxxxxxx Executive Vice President and
Chief Financial Officer
Consented to:
LASALLE BANK NATIONAL ASSOCIATION BANK ONE, N.A.
As Agent and as a Lender Lender
By: By:
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Its: Its:
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