exv10w1






Exhibit 10.1




AMENDMENT NO. 1

TO

REGISTRATION RIGHTS AGREEMENT




     THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of
November 9, 2009, by and between Standard Parking Corporation, a Delaware corporation (the
“Company”), and each of the Holders identified on the signature pages hereto, and amends
that certain Registration Rights Agreement, dated as of June 2, 2004 (as amended, the
“Registration Agreement”), by and between the Company and Steamboat Industries LLC, as
assignor of its interests under the Registration Rights Agreement to the Holders. Each capitalized
term used but not otherwise defined herein shall have the meaning ascribed to such term in the
Registration Agreement.



          WHEREAS, the parties desire to amend certain provisions of the Registration Agreement as
specified herein.




          WHEREAS, pursuant to Section 2.9 of the Registration Agreement, the Registration
Agreement may be amended with the written consent of the Company and Holders holding, in the
aggregate, more than fifty percent (50%) of the Registrable Securities.




          WHEREAS, the Holders identified on the signature pages hereto hold more than fifty percent
(50%) of the Registrable Securities.




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




          1. Amendment.




          (a) Section 1.5(a) of the Registration Agreement is hereby amended by replacing (i)
the words “ninety (90) days” with the words “two years” and (ii) the language “90-day” with
“two-year”.




          2. Cooperation. The Company agrees that it will use its reasonable best efforts to
make available the executive officers of the Company to participate with the holders of Registrable
Securities and any underwriters in any “road shows” or other selling efforts that may be reasonably
requested by the holders in connection with the methods of distribution of the Registrable
Securities; provided that the holders of Registrable Securities shall reimburse the Company for all
out of pocket costs the Company incurs in connection with any underwritten offering (pro rata to
the Holders based upon the number of securities included in such underwritten offering); and
provided further that, not including the “road show” in connection with the offering contemplated
by the preliminary prospectus dated on or around November 2, 2009 (which out of pocket costs
incurred by the Company in attending the road show are deemed Selling Expenses), the Company will
not be required to use its reasonable best efforts to make the executive officers of the Company
available for more than two additional in person “road shows” and no such in person road show may
be scheduled at less than 6 month intervals The holders




 









 







of Registrable Securities and the Company
will work together to minimize the disruption to the Company in connection with any underwritten
offering, provided that the the final
determination for the timing of any such offering and road show will be subject to the
Company’s consent, not to be unreasonably withheld.




          3. Effectiveness and Ratification. All of the provisions of this Amendment shall be
effective as of the date hereof. Except as specifically provided for in this Amendment, the terms
of the Registration Agreement are hereby ratified and confirmed and remain in full force and
effect.




          4. Effect of Amendment. Whenever the Registration Agreement is referred to in the
Registration Agreement or in any other agreements, documents and instruments, such reference shall
be deemed to be to Registration Agreement as amended by this Amendment.




          5. Descriptive Headings. The descriptive headings of this Amendment are inserted for
convenience only and do not constitute a part of this Amendment.




          6. Counterparts. This Amendment may be executed in one or more counterparts
(including by means of telecopied signature pages) each of which shall be an original and all of
which taken together shall constitute one and the same agreement.




          7. Governing Law. All questions concerning the construction, validity and
interpretation of this Amendment shall be governed by and construed in accordance with the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York.




*  *  *  *  *




2









 





          IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Registration
Agreement as of the date first written above.




	 	 	 	 	 	 	 
	 	 	STANDARD PARKING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Thomas L. Hagerman
 

Thomas L. Hagerman
	 	 
	 

	 	Its:
	 	Executive Vice President and Chief Operating Officer	 	 
	 
	 	 	 	 	 	 
	 	 	GSO SPECIAL SITUATIONS FUND LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GSO Capital Partners LP	 	 
	 

	 	Its:
	 	Investment Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ George S. Fan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	George S. Fan	 	 
	 

	 	Title:
	 	Chief Legal Officer	 	 
	 
	 	 	 	 	 	 
	 	 	GSO Capital Opportunities Fund LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GSO Capital Partners LP	 	 
	 

	 	Its:
	 	Investment Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ George S. Fan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	George S. Fan	 	 
	 

	 	Title:
	 	Chief Legal Officer	 	 
	 
	 	 	 	 	 	 
	 	 	GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GSO Capital Partners LP	 	 
	 

	 	Its:
	 	Investment Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ George S. Fan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	George S. Fan	 	 
	 

	 	Title:
	 	Chief Legal Officer	 	 





 Signature Page to Amendment No1 to Registration Rights Agreement




 









 






	 	 	 	 	 	 	 
	 	 	GSO SPECIAL SITUATIONS OVERSEAS BENEFIT PLAN FUND,
LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GSO Capital Partners LP	 	 
	 

	 	Its:
	 	Investment Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ George S. Fan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	George S. Fan	 	 
	 

	 	Title:
	 	Chief Legal Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CML VII, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: Contrarian Funds, L.L.C., its sole member	 	 
	 
	 	 	 	 	 	 
	 	 	By Contrarian Capital Management, L.L.C., its manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Janice M. Stanton	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Janice M. Stanton	 	 
	 

	 	Title:
	 	Member	 	 





Signature Page to Amendment No1 to Registration Rights Agreement