Exhibit 10.3


 


STOCK REPURCHASE AGREEMENT


 


This Stock Repurchase Agreement (the “Agreement”) is entered into as of
March 14, 2005 between Steamboat Industries LLC (“Seller”) and Standard
Parking Corporation, a Delaware corporation (the “Company”).


 


RECITALS


 


A.                                   Seller
and its affiliates are the beneficial owners of 5,406,192 shares of common
stock, par value $0.001 per share, of the Company (the “Common Stock”);


 


B.                                     The
Board of Directors of the Company (the “Board”) has authorized the repurchase
of shares of its Common Stock for a value not to exceed $6.0 million (the “Repurchase”)
in 2005;


 


C.                                     The
Repurchase authorized by the Board will be comprised of (i) open market
repurchases of Common Stock authorized by the Company from time to time (“Open
Market Purchases”),  and (ii) repurchases
of Common Stock from the Seller in an amount equal to its pro-rata ownership at
the same price paid by the Company in each Open Market Purchase.


 


D.                                    Seller
desires to sell and the Company desires to purchase shares of common stock of
the Company (the “Shares”) in accordance with the terms and conditions of this
Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the mutual covenants set forth in the Agreement and other good
and valuable consideration, the parties agree as follows:


 


1.                                       Purchase
of Shares.  From the date of this
Agreement through December 31, 2005, Seller hereby agrees to sell Shares
to the Company from time to time, and the Company hereby agrees to purchase
Shares for time to time, in an amount equal to its pro-rata ownership of the
Company at the same price paid by the Company in each of its Open Market
Purchases, as set forth on Schedule A attached hereto and updated
immediately following each Open Market Purchase.  Each Schedule A shall be numbered sequentially,
starting with “Schedule A-1” for each purchase of the Shares from
Seller hereunder and shall be signed and dated by a representative of Seller
and the Company in the space indicated. Upon the execution of the respective Schedule A
by Seller and the Company such sequentially numbered Schedule A shall be
deemed incorporated into and a part of this Agreement.  The Company shall pay the purchase price for
the Shares to Seller in immediately available funds by check or by wire
transfer to an account designated by Seller, and Seller shall deliver stock
certificates representing the Shares together with an executed assignment
separate from such certificate transferring the Shares to the Company or
otherwise properly endorsed for transfer. 
The Company’s officers shall thereafter cause the Shares to be cancelled
on the books of the Company.


 





















 


2.                                       Representations
and Warranties of Seller.  Seller
represents and warrants to the Company that:


 


(a)                                  Seller
is the owner of the Shares to be sold hereunder, free and clear of any liens,
encumbrances, security agreements, options, claims, charges or restrictions
except as set forth in that certain Registration Rights Agreement between the
Company and Seller dated as of June 2, 2004.


 


(b)                                 Following
each sale of Shares under this Agreement, Seller and its affiliates shall
maintain voting control over a majority of the Common Stock.


 


(c)                                  Seller
has full power and capacity to execute, deliver and perform under this
Agreement, which has been duly executed and delivered by, and evidences the
valid and binding obligation of the Seller in accordance with its terms.  Upon its execution and delivery, this
Agreement will be a valid and binding obligation of Seller, enforceable in
accordance with its terms.


 


(d)                                 Seller
has entered into this Agreement based on its own investigation and analysis and
that of its advisors, including legal counsel.


 


(e)                                  Seller
has had an opportunity to review the federal, state and local tax consequences
of the sale of the Shares to the Company and the transactions contemplated by
this Agreement with its own tax advisors. 
Seller is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents.  Seller understands that it (and not the
Company) shall be responsible for its own tax liability, if any, that may arise
as a result of the transactions contemplated by this Agreement.


 


3.                                       Arms
Length Transaction.  Each party has
conducted its own investigation and analysis and freely and independently
bargained for this Agreement at arms length without reliance on any other party
and each party is receiving reasonably equivalent value and fair consideration.


 


4.                                       Miscellaneous.


 


4.1.                              Governing
Law.  This Agreement is to be
construed in accordance with and governed by the internal laws of the State of
Delaware without giving effect to any choice of law rule that would cause
the application of the laws of any jurisdiction other than the internal laws of
the State of Delaware to the rights and duties of the parties.  All disputes and controversies arising out of
or in connection with this Agreement shall be resolved exclusively by the state
and federal courts located in City of Chicago, State of Illinois, and each
party hereto agrees to submit to the jurisdiction of said courts and agrees
that venue shall lie exclusively with such courts.


 


4.2.                              Entire
Agreement; Amendment; Waiver.  This
Agreement sets forth the entire agreement and understanding of the parties
relating to the subject matter herein and supersedes any prior understandings
and agreements between them.  No
modification of or


 


2





















 


amendment to
this Agreement, nor any waiver of any rights under this Agreement, shall be
effective unless in writing signed by the parties to this Agreement.  No failure on the part of a party to exercise
and no delay in exercising, any right, remedy, power or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, remedy, power or privilege preclude any other or further
exercise thereof or the exercise of any other rights, remedy, power or
privilege.


 


4.3.                              Severability.  If any provision of this Agreement, or the
application of such provision to any person or circumstance, is held invalid or
unenforceable, the remainder of this Agreement, or the application of such
provisions to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby.


 


4.4.                              Successors
and Assigns.  This Agreement shall be
binding upon the heirs, executors, administrators, successors and assigns of
the parties hereto.


 


4.5                                 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.


 


IN WITNESS WHEREOF,
the undersigned have executed this Stock Repurchase Agreement as of the date
first referred above.


 


	
  STEAMBOAT INDUSTRIES LLC

  	
  STANDARD PARKING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/
  John V. Holten

  	
   

  	
  /s/ G. Marc Baumann

  	
   

  
	
  Name: John V. Holten

  	
  Name: G.
  Marc Baumann

  
	
  Title:

  	
    Manager

  	
   

  	
  Title: Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
							



 


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SCHEDULE A
TO STOCK PURCHASE AGREEMENT


Schedule A -     


 


	
  INPUTS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Shares purchased on this
  day by the Company in open market purchases (X) 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Average price paid by the
  Company (Y) 

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total shares outstanding
  immediately before repurchases on this day (A) 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Shares owned by Steamboat
  and affiliates (B) 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  OUTPUTS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Percentage owned by
  Steamboat (C) = (B)/(A) 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number of shares to be
  purchased by the Company from Steamboat (D) = {(X) / [1-(C)]} - (X)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total consideration to be
  paid by the Company to Steamboat (Y) x (D) 

  	
   

  	
   

  	
   

  
					



 


 


	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Steamboat Industries LLC

  
	
   

  	
   

  	
  (“Seller”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Standard Parking Corporation

  
	
   

  	
   

  	
  (the “Company’)