<PAGE>
                                                                    EXHIBIT 10.3

                                WAIVER AGREEMENT

         THIS WAIVER AGREEMENT (this "Waiver") entered into as of May 14, 2003
is among CENTRAL PARKING CORPORATION, a Tennessee corporation ("CPC" or the
"Parent"), CENTRAL PARKING SYSTEM, INC., a Tennessee corporation ("CPS"),
ALLRIGHT CORPORATION, a Delaware corporation ("Allright"), KINNEY SYSTEM, INC.,
a Delaware corporation ("Kinney"), CPS FINANCE, INC., a Delaware corporation
("CPSF"), CENTRAL PARKING SYSTEM OF TENNESSEE, INC., a Tennessee corporation
("CPST"), (CPC, CPS, Allright, Kinney, CPSF and CPST are hereinafter referred to
individually as a "Borrower" and collectively as the "Borrowers"), the
Subsidiary Guarantors, the Lenders party hereto and Bank of America, N.A., as
administrative agent for the Lenders (in such capacity, "Administrative Agent").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings given to them in the Loan Agreement (as defined below).

                                    RECITALS

         WHEREAS, the Borrowers, the Guarantors, the Lenders and the
Administrative Agent have entered into that certain Credit Agreement dated as of
February 28, 2003 (as amended, modified, supplemented, extended or replaced from
time to time, the "Loan Agreement");

         WHEREAS, an Event of Default (i) has occurred under the Loan Agreement
as a result of the Parent's failure to comply, for the fiscal quarter ending
March 31, 2003, with the Consolidated Leverage Ratio set forth in Section
8.11(a) and the Consolidated Senior Leverage Ratio set forth in Section 8.11(b),
and (ii) may occur under the Loan Agreement as a result of the Parent's failure
to comply, for the fiscal quarter ending June, 30, 2003, with the Consolidated
Leverage Ratio set forth in Section 8.11(a), the Consolidated Senior Leverage
Ratio set forth in Section 8.11(b) and/or the Consolidated Fixed Charge Coverage
Ratio set forth in Section 8.11(c) (collectively, the "Financial Covenant
Defaults");

         WHEREAS, the Borrowers have requested that the Lenders waive the
Financial Covenant Defaults as of the Effective Date (as defined below);

         WHEREAS, the requisite Lenders have directed the Administrative Agent
to execute this waiver, subject to the terms and conditions set forth herein.

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

         1.       Waiver.

                  (a)      Waiver. The Loan Parties acknowledge that the
         Financial Covenant Defaults have occurred or may occur. The Lenders
         hereby waive the Financial Covenant Defaults subject to the
         satisfaction of all of the terms and conditions set forth in this
         Waiver until the Waiver Termination Date (defined below).
<PAGE>

                  (b)      Modifications to Pricing. During the period beginning
         on May 1, 2003 to and including the Waiver Termination Date, (i) the
         "Applicable Rate" under the Loan Agreement shall be 3.00% for Revolving
         Loans consisting of Eurodollar Rate Loans, 1.50% for Revolving Loans
         consisting of Base Rate Loans, and 3.00% for Letter of Credit Fees and
         (ii) Tranche B Term Loans consisting of Eurodollar Rate Loans shall
         bear interest at a rate equal to the Eurodollar Rate plus 3.50% and
         Tranche B Term Loans consisting of Base Rate Loans shall bear interest
         at a rate equal to the Base Rate plus 2.00%.

                  (c)      Modifications to Covenants. Prior to the Waiver
         Termination Date (as hereinafter defined), (i) the Total Revolving
         Outstandings at any time shall not exceed $140,000,000, (ii) in
         addition to the other conditions contained in Section 7.01, as soon as
         available, but in any event within 30 days after the end of each fiscal
         month of the Parent, the Parent shall deliver to the Administrative
         Agent a consolidated balance sheet of the Consolidated Parties as at
         the end of such fiscal month and the related consolidated statement of
         earnings for such fiscal month and for the portion of the Parent's
         fiscal year then ended, all in reasonable detail and certified by a
         Responsible Officer of the Parent as fairly presenting the financial
         condition and results of operations of the Consolidated Parties as of
         such date and for the month then ended in accordance with GAAP, subject
         only to normal year-end audit adjustments and the absence of footnotes,
         (iii) in addition to the other conditions contained in Section 8.02(i),
         any Investment consisting of an Acquisition (other than an Acquisition
         in which a Consolidated Party has entered into a binding purchase
         contract prior to the Effective Date with a maximum purchase price of
         up to $2,000,000) shall require the approval of the Required Lenders,
         (iv) the reinvestment right contained in Section 2.05(b)(iii) as it
         relates to Dispositions shall be suspended so that Net Cash Proceeds in
         excess of $2,500,000 obtained during fiscal year 2003 from all
         Dispositions shall be required to be used to repay Loans and Cash
         Collateralize the L/C Obligations in accordance with the terms of
         Section 2.05(b)(vi) and (v) the Administrative Agent shall engage (at
         the expense of the Parent) an independent consulting firm reasonably
         acceptable to the Parent (the "Consultant") to examine and report on
         the Borrowers' and the Guarantors' financial projections, reporting
         systems and such other matters regarding the business and affairs of
         the Borrowers and the Guarantors as the Administrative Agent may
         reasonably request (including specifically without limitation a review
         of the financial statements of the Parent for the fiscal quarter ending
         March 31, 2003), all as directed by the Administrative Agent after
         consultation with the Parent. In addition, on or before August 15,
         2003, the Borrowers, the Guarantors, the Required Lenders and the
         Administrative Agent shall enter into a mutually acceptable amendment
         to the Loan Agreement (the "Loan Agreement Amendment").

                  (d)      Waiver Termination. Notwithstanding anything in this
         Waiver to the contrary, it is acknowledged and agreed that on the
         earlier of (i) the occurrence of any Default or Event of Default (other
         than the Financial Covenant Defaults), and (ii) any breach by the
         Borrower of the terms of this Waiver (including a failure to execute
         and deliver the Loan Agreement Amendment as described in Paragraph 1(c)
         above) (the "Waiver Termination Date"), the waiver under this Waiver
         thereafter shall terminate and no longer be in effect. If the Waiver
         Termination Date occurs prior to the execution of


                                       2
<PAGE>

         the Loan Agreement Amendment as described in Paragraph 1(c) above, upon
         the occurrence of the Waiver Termination Date, an Event of Default
         shall exist and the Administrative Agent and the Lenders shall have all
         rights under the Loan Agreement with respect thereto, including the
         rights under Section 9.02.

                  (e)      Reservation of Rights. Except for the specific waiver
         set forth in clause (a) above, nothing contained herein shall be deemed
         to constitute a waiver of (i) any rights or remedies the Administrative
         Agent or any Lender may have under the Loan Agreement or any other Loan
         Document or under applicable law or (ii) the Loan Parties' obligation
         to comply fully with any duty, term, condition, obligation or covenant
         contained in the Loan Agreement and the other Loan Documents not
         specifically waived. The specific waiver set forth herein is a one-time
         waiver and shall be effective only in this specific instance and only
         until the Waiver Termination Date, and shall not obligate the Lenders
         to waive any other Default or Event of Default, now existing or
         hereafter arising.

         2.       Conditions Precedent. This Waiver shall become effective as of
the date when each of the following conditions precedent has been satisfied (the
"Effective Date"):


                  (a)      The Administrative Agent shall have received
         counterparts of this Waiver duly executed by each of the Loan Parties.

                  (b)      The Administrative Agent shall have received duly
         executed consents to the Waiver from (i) the Required Lenders and (ii)
         Lenders holding in the aggregate at least a majority of the Revolving
         Commitments.

                  (c)      The Administrative Agent shall have received (i) for
         the account of each Lender approving this Waiver on or before 5 p.m.
         Eastern time, May 15, 2003, the waiver fees agreed to be paid in
         connection with such approval, and (ii) all reasonable fees and
         expenses incurred by the Administrative Agent in connection with the
         negotiation, preparation, execution and delivery of this Waiver and the
         other transactions contemplated herein including, without limitation,
         the legal fees and expenses of Moore & Van Allen PLLC, counsel to the
         Administrative Agent.

         3.       Miscellaneous.

                  (a)      Representations and Warranties. Each Loan Party
         represents and warrants to the Lenders that:

                           (i)      the representations and warranties of the
                  Loan Parties set forth in Article VI of the Loan Agreement are
                  true and correct as of the date hereof, except, in each case,
                  for those that specifically relate to an earlier date or that
                  would not be correct because of the existence of the Financial
                  Covenant Defaults;

                           (ii)     no event has occurred and is continuing
                  which constitutes a Default or an Event of Default (other than
                  the Financial Covenant Defaults); and


                                       3
<PAGE>

                           (iii)    the Collateral Documents in effect as of the
                  date of the Waiver create a valid perfected security interest
                  in, and Lien upon, the Collateral.

                  (b)      Counterparts/Telecopy. This Waiver 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 executed counterparts by telecopy
         shall be effective as an original and shall constitute a representation
         that an original will be delivered if requested.

                  (c)      Entirety. This Waiver and the other Loan Documents
         embody the entire agreement between the parties and supersede all prior
         agreements and understandings, if any, relating to the subject matter
         hereof. These Loan Documents represent the final agreement between the
         parties and may not be contradicted by evidence of prior,
         contemporaneous or subsequent oral agreements of the parties.

                  (d)      GOVERNING LAW. THIS WAIVER 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 NEW YORK.

                  (e)      Successors and Assigns. This Waiver shall be binding
         upon and inure to the benefit of the parties hereto and their
         respective successors and assigns.

                  (f)      Section References. Unless otherwise provided
         therein, references herein to "Sections" are references to Sections of
         the Loan Agreement.

                  (g)      Execution by Administrative Agent. This Waiver is
         executed by the Administrative Agent on behalf of itself and all
         Lenders who have approved this Waiver pursuant to Section 11.01.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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<PAGE>
                                 SIGNATURE PAGE
                                WAIVER AGREEMENT
                           CENTRAL PARKING CORPORATION

         The parties hereto have duly executed this Waiver as of the date first
above written.

BORROWERS:                        CENTRAL PARKING CORPORATION,
                                  a Tennessee corporation


                                  By: /s/ Monroe J. Carell, Jr.
                                     ------------------------------
                                  Name: Monroe J. Carell, Jr.
                                       ----------------------------
                                  Title: Chairman and Chief
                                           Executive Officer
                                        ---------------------------


                                  CENTRAL PARKING SYSTEM, INC.,
                                  a Tennessee corporation
                                  ALLRIGHT CORPORATION,
                                  a Delaware corporation
                                  KINNEY SYSTEM, INC.,
                                  a Delaware corporation
                                  CPS FINANCE, INC.,
                                  a Delaware corporation
                                  CENTRAL PARKING SYSTEM OF TENNESSEE, INC.,
                                  a Tennessee corporation

                                  By: /s/ Robert Votteler
                                     ------------------------------
                                  Name: Robert Votteler
                                       ----------------------------
                                  Title: Vice President and
                                           Treasurer
                                        ---------------------------

<PAGE>

<TABLE>
<S>                              <C>
GUARANTORS:                      CENTRAL PARKING SYSTEM OF NEW YORK, INC.,
                                 a Tennessee corporation
                                 KINNEY PARKING SYSTEM, INC.,
                                 a New York corporation
                                 CENTRAL PARKING SYSTEM OF PENNSYLVANIA, INC., a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF VIRGINIA, INC. (F/K/A DIPLOMAT PARKING CORP.), a DC corporation
                                 CENTRAL PARKING SYSTEM OF TEXAS, INC.,
                                 a Texas corporation
                                 CENTRAL PARKING SYSTEM OF OHIO, INC.,
                                 a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF FLORIDA, INC.,
                                 a Tennessee corporation
                                 ALLRIGHT NEW YORK PARKING, INC.,
                                 a New York corporation
                                 CENTRAL PARKING SYSTEM OF NEW JERSEY, INC., a New Jersey corporation
                                 ALLRIGHT PARKING MANAGEMENT, INC.,
                                 a Delaware corporation
                                 CENTRAL PARKING SYSTEM OF GEORGIA, INC.,
                                 a Tennessee corporation
                                 USA PARKING SYSTEM, INC. (F/K/A MARLIN, INC.),
                                 a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF LOUISIANA, INC.,
                                 a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF MARYLAND, INC.,
                                 a Tennessee corporation
                                 CENTRAL PARKING SYSTEM REALTY OF NEW YORK, INC., a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF WASHINGTON, INC., a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF MISSOURI, INC. (F/K/A CPS-ST. LOUIS, INC.), a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF WISCONSIN, INC.,
                                 a Tennessee corporation


                                 By: /s/ Robert Votteler
                                    ---------------------------------
                                 Name: Robert Votteler
                                      -------------------------------
                                 Title: Vice President and Treasurer
                                       ------------------------------
                                 of each of the foregoing Guarantors

                                 [signature pages continue]
</TABLE>


<PAGE>
                                 SIGNATURE PAGE
                                WAIVER AGREEMENT
                          CENTRAL PARKING CORPORATION


                                 BANK OF AMERICA, N.A., as
                                 Administrative Agent

                                 By:  /s/ Michael Brashler
                                      -------------------------------
                                 Name:  Michael Brashler
                                        -----------------------------
                                 Title: Vice President
                                       ------------------------------