Exhibit 10.1

SECOND AMENDMENT

THIS SECOND AMENDMENT dated as of October 30, 2019 (this “Amendment”) is entered into among SP Plus Corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrower, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, have entered into that certain Credit Agreement dated as of November 30, 2018 (as amended, modified, extended, restated or supplemented from time to time on or prior to the date hereof, the “Credit Agreement”); and

WHEREAS, the Borrower has requested that the Required Lenders agree to certain amendments to the Credit Agreement, and the Required Lenders have agreed to such amendments as set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments.

1.1    The definition of “Limited Condition Transaction” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

““Limited Condition Transaction” means, in each case solely if the Borrower has exercised its option pursuant to Section 1.09 in connection therewith, (a) any Permitted Acquisition, the acquisition of Equity Interests in any Joint Venture or similar Investment permitted by Section 7.03, in each case, the consummation of which is not conditioned on the availability of, or on obtaining, any third-party financing, (b) the declaration or public announcement of any Restricted Payment permitted by Section 7.06; provided that such Restricted Payment is made within sixty (60) days of being declared, (c) any agreement to consummate any Disposition permitted by Section 7.05 and/or (d) the submission or delivery of an irrevocable notice of Prepayment of Subordinated Debt to the extent permitted by Section 7.14; provided that such Prepayment of Subordinated Debt is made within sixty (60) days of the date of such notice.”

1.2    Section 7.06(c) of the Credit Agreement is amended to read as follows:

“the Borrower may declare and make any other Restricted Payment, so long as: (i) no Default shall exist or would exist after giving effect thereto; (ii) after giving effect to such Restricted Payment on a Pro Forma Basis, the Loan Parties are in Pro Forma Compliance with the financial covenants set forth in Section 7.11 (which, for the avoidance of doubt, may, at the sole option of the Borrower, be tested on the LCT Test Date in accordance with Section 1.09); and (iii) after giving effect to such Restricted Payment and any Credit Extensions made in connection therewith, Availability shall be at least $20,000,000; and”

2.    Conditions Precedent. This Amendment shall be effective upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Required Lenders and Bank of America, N.A., as Administrative Agent.

3.    Miscellaneous.

(a)    The Credit Agreement and the other Loan Documents and the obligations of the Loan Parties thereunder, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Amendment shall constitute a Loan Document.

(b)    Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.

(c)    The Loan Parties hereby represent and warrant on the date hereof as follows:

(i)    The Loan Parties have taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment.

(ii)    This Amendment has been duly executed and delivered by each Loan Party and constitutes each such Loan Party’s legal, valid and binding obligations, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium or other laws affecting the enforceability of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(iii)    No approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by the Borrower or any Guarantor of this Amendment, other than, in each case, (A) those approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, and (B) those approvals, consents, exemptions, authorizations, actions, notices and filings the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

(d)    The Loan Parties represent and warrant to the Lenders that, on the date hereof after giving effect to this Amendment, (i) the representations and warranties of each Loan Party set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by Material Adverse Effect or other materiality, in which case, it is true and correct in all respects) with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case, such representations and warranties was true and correct in all material respects (except to the extent any such representation and warranty is qualified by Material Adverse Effect or other materiality, in which case, it was true and correct in all respects) as of such earlier date) and (ii) no Event of Default exists, or would immediately result from this Amendment.

(e)    This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by fax or e-mail shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

2

(f)    THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

[remainder of page intentionally left blank]

3

Each of the parties hereto has caused a counterpart of this Second Amendment to be duly executed and delivered as of the date first above written.

BORROWER:                SP PLUS CORPORATION,

a Delaware corporation

By:    /s/ Kristopher Roy        

Name:    Kristopher Roy

Title:    Chief Financial Officer

GUARANTORS:            ATLANTA PROVISIONS, LLC,

a Florida limited liability company

AUSTIN BERGSTROM TRANSFER, LLC,

a Florida limited liability company

BAGGAGE AIRLINE GUEST SERVICES, INC.,

a Florida corporation

BAGS FOR CRUISES, LLC,

a Florida limited liability company

BAGS OF FLORIDA, LLC,

a Florida limited liability company

BAGS OF GEORGIA, LLC,

a Florida limited liability company

BAGS OF NEVADA, LLC,

a Nevada limited liability company

BAGS PARKING SERVICES LLC,

a Florida limited liability company

BALTIMORE DISTRIBUTION, LLC,

a Florida limited liability company

CCM INVESTMENTS GROUP, LLC,

a Delaware limited liability company

CENTRAL PARKING CORPORATION,

a Tennessee corporation

CENTRAL PARKING SYSTEM OF CONNECTICUT, INC.,

a Tennessee corporation

CENTRAL PARKING SYSTEM OF GEORGIA, INC.,

a Tennessee corporation

CENTRAL PARKING SYSTEM OF MARYLAND, INC.,

a Tennessee corporation

By:    /s/ Robert N. Sacks        

Name:    Robert N. Sacks

Title:    Executive Vice President, Secretary

[Signature Pages Continue]

SP PLUS CORPORATION

SECOND AMENDMENT

CENTRAL PARKING SYSTEM OF NEW YORK, INC.,

a Tennessee corporation

CENTRAL PARKING SYSTEM OF PUERTO RICO, INC.,

a Tennessee corporation

CENTRAL PARKING SYSTEM OF WASHINGTON, INC.,

a Tennessee corporation

CENTRAL PARKING SYSTEM REALTY OF NEW YORK, INC., a Tennessee corporation

CERTIFIED AUTO RETRIEVAL SERVICE, INC.,

a Florida corporation

CITY NIGHTS VALET, INC.,

a Florida corporation

CITY SIDE SERVICES, LLC,

a Delaware limited liability company

COLORADO SPRINGS SERVICES, LLC,

a Florida limited liability company

CPC PROPCO, LLC,

a Delaware limited liability company

DALLAS LOVE SUPPLIES, LLC,

a Florida limited liability company

DC PROVISIONS, LLC,

a Florida limited liability company

DENVER SERVICES, LLC,

a Florida limited liability company

DULLES SERVICES, LLC,

a Florida limited liability company

EUGENE PROVISIONS, LLC,

a Florida limited liability company

HOME SERV DELIVERY, LLC,

a Florida limited liability company

HOSPITALITY CCGS HOLDINGS, LLC,

a Delaware limited liability company

By:    /s/ Robert N. Sacks        
Name:    Robert N. Sacks
Title:    Executive Vice President, Secretary

[Signature Pages Continue]

SP PLUS CORPORATION

SECOND AMENDMENT

JAMAICA LOGISTICS, LLC,

a Florida limited liability company

KCPC HOLDINGS, INC.,

a Delaware corporation

KINNEY SYSTEM, INC.,

a Delaware corporation

LUGGAGE LOGISTICS & PROCUREMENT, LLC, a Florida limited liability company

LUGGAGE SERVICES AND LOGISTICS, LLC,

a Delaware limited liability company

MAPLE LEAF LOGISTICS, LLC,

a Florida limited liability company

MERRITT LEASING, LLC,

a Florida limited liability company

MERRITT TRUCKING LLC,

a Delaware limited liability company

MIAMI DADE CONVEYANCE, LLC,

a Florida limited liability company

MINNEAPOLIS TRANSFER, LLC,

a Florida limited liability company

NETBAGS.COM, LLC,

a Pennsylvania limited liability company

NEWARK DISTRIBUTIONS, LLC,

a Florida limited liability company

ORLANDO DTTS, LLC,

a Florida limited liability company

PACIFIC BAGS, LLC,

a Florida limited liability company

PORTLAND PROVISIONS, LLC,

a Florida limited liability company

QUEENS CONVEYANCE, LLC,

a Florida limited liability company

REMOTE CHECK-IN, LLC,

a Delaware limited liability company

RSF SECURE, LLC,

a Delaware limited liability company

By:    /s/ Robert N. Sacks        
Name:    Robert N. Sacks
Title:    Executive Vice President, Secretary

[Signature Pages Continue]

SP PLUS CORPORATION

SECOND AMENDMENT

RSF STAFF, LLC,

a Delaware limited liability company

RYNN’S LUGGAGE OF TEXAS, INC.,

a Texas corporation

RYNN'S LUGGAGE CORPORATION,

a Pennsylvania corporation

SALT LAKE CITY TRANSFER, LLC,

a Florida limited liability company

SORT, LLC,

a Florida limited liability company

STANDARD AUTO PARK, INC.,

an Illinois corporation

STANDARD PARKING CORPORATION IL,

a Delaware corporation

TAMPA CONVEYANCE, LLC,

a Florida limited liability company

TROS DTTS, LLC,

a Florida limited liability company

TRUK, LLC,

a Delaware limited liability company,

TUCSON PROVISIONS, LLC

a Florida limited liability company,

TUGS, LLC

a Florida limited liability company,

USA PARKING SYSTEM, INC.,

a Tennessee corporation

VOYAGER MERCHANDISING, LLC,

a Delaware limited liability company

ZWB HOLDINGS, INC.,

a Florida corporation

By:    /s/ Robert N. Sacks        
Name:    Robert N. Sacks
Title:    Executive Vice President, Secretary

APCOA LASALLE PARKING COMPANY, LLC,

a Louisiana limited liability company

By:    SP Plus Corporation

Its:    Manager and Member

By:     /s/ Robert N. Sacks        

Name:    Robert N. Sacks
Title:    Executive Vice President, Secretary

[Signature Pages Continue]

SP PLUS CORPORATION

SECOND AMENDMENT

CENTRAL PARKING SYSTEM, INC.,

a Tennessee corporation

By:    /s/ Robert N. Sacks        
Name:    Robert N. Sacks
Title:    Executive Vice President, Assistant Secretary

ADMINISTRATIVE AGENT:        BANK OF AMERICA, N.A.,

as Administrative Agent

By:    /s/ Kyle D Harding        

Name:    Kyle D Harding

Title:    AVP

LENDERS:                BANK OF AMERICA, N.A.,

as a Lender, L/C Issuer and Swingline Lender

By:     /s/ Daniel K. Phelan        

Name:    Daniel K. Phelan

Title:    Assistant Vice President

 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

By:     /s/ Peg Laughlin            

Name:    Peg Laughlin

Title:    SVP

 

BMO HARRIS BANK N.A.

By:     /s/ Kendal B. Cross        

Name:    Kendal B. Cross

Title:    Vice President

 

JPMORGAN CHASE BANK, N.A.

By:     /s/ Erik Barragan            

Name:    Erik Barragan

Title:    Authorized Officer

KEYBANK NATIONAL ASSOCIATION

By:     /s/ David A. Wild        

Name:    David A. Wild

Title:    Senior Vice President

 

[Signature Pages Continue]

SP PLUS CORPORATION

SECOND AMENDMENT

U.S. BANK NATIONAL ASSOCIATION

By:     /s/ Brian R Denk            

Name:    Brian R Denk

Title:    Assistant Vice President

ASSOCIATED BANK, N.A.

By:     /s/ Craig Thessin                

Name:    Craig Thessin

Title:    Senior Vice President

PNC BANK, NATIONAL ASSOCIATION

By:     /s/ Edward Han                

Name:    Edward Han

Title:    Vice President

FIRST HAWAIIAN BANK

By:     /s/ Derek Chang                

Name:    Derek Chang

Title:    SVP

CIBC BANK USA

By:     /s/ Josh Udelhofen                

Name:    Josh Udelhofen

Title:    Commercial RM

SP PLUS CORPORATION

SECOND AMENDMENT