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                                                                   EXHIBIT 10.15

October 20, 1997


Stephen A. Tisdell
Chief Financial Officer
Central Parking Corporation
2401 21st Avenue South, Suite 200
Nashville, TN  37212


         Re:      $300 Million Senior Credit Facilities


Dear Steve:

NationsBank of Tennessee, N.A. ("NationsBank") is pleased to offer to be the
Administrative Agent (in such capacity, the "Agent") for up to $300 million in
senior credit facilities (the "Facilities") to Central Parking Corporation and
its affiliates (the "Borrowers"), and to offer its commitment to underwrite the
entire amount of the Facilities, upon and subject to the terms and conditions of
this letter and the Summary of Terms and Conditions attached hereto as Annex I
(the "Term Sheet"). All capitalized terms used and not otherwise defined herein
shall have the meanings set forth in the Term Sheet. NationsBanc Montgomery
Securities, Inc. ("NMSI") is pleased to advise you of its commitment, as
Arranger and Syndication Agent for the Facilities, to form a syndicate of
financial institutions (the "Lenders") reasonably acceptable to you for the
Facilities. The Facilities are being offered in connection with the proposed
purchase by the Borrowers of Kinney System Holding Corp. ("Kinney").

The commitments of NationsBank and NMSI hereunder are subject to the
satisfaction of each of the following conditions precedent in a manner
acceptable to NationsBank and NMSI in their sole discretion:

         (a) each of the terms and conditions set forth herein;

         (b) each of the terms and conditions set forth in the Term Sheet;

         (c) execution of a fee letter among the Borrowers, NationsBank and NMSI
         prior to or concurrently with the acceptance of this letter by the
         Borrowers;

         (d) the negotiation, execution and delivery of definitive documentation
         with respect to the Facilities consistent with the Term Sheet and
         otherwise satisfactory to NationsBank and NMSI; and

         (e) there not having occurred and being continuing since the date
         hereof a material adverse change in the market for syndicated bank
         credit facilities or a material disruption of, or a material adverse
         change in, financial, banking or capital market conditions, in each
         case as determined by NationsBank and NMSI in their sole discretion.



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October 20, 1997

The commitments of NationsBank and NMSI hereunder are based upon the financial
and other information regarding the Borrowers and their subsidiaries and Kinney
and its subsidiaries previously provided to NationsBank and NMSI and are subject
to the condition, among others, that there shall not have occurred after the
date of such information, in the opinion of NationsBank and NMSI, any material
adverse change in the business, assets, liabilities (actual or contingent),
operations, condition (financial or otherwise) or prospects of the Borrowers or
Kinney, in each case together with their respective subsidiaries taken as a
whole. If the continuing review by NationsBank and NMSI of the Borrowers
discloses information relating to conditions or events not previously disclosed
to NationsBank and NMSI or relating to new information or additional
developments concerning conditions or events previously disclosed to NationsBank
and NMSI which NationsBank and NMSI in their sole discretion believe may have a
material adverse effect on the condition (financial or otherwise), assets,
properties, business, operations or prospects of the Borrowers or Kinney, in
each case together with their respective subsidiaries taken as a whole,
NationsBank and NMSI may, in their sole discretion, suggest alternative
financing amounts or structures that ensure adequate protection for the Lenders
or decline to participate in the Facilities.

You agree to actively assist NationsBank and NMSI in achieving a syndication of
the Facilities that is satisfactory to NationsBank, NMSI and you. In the event
that such syndication can not be achieved in a manner satisfactory to
NationsBank and NMSI under the structure outlined in the Term Sheet you agree to
cooperate with NationsBank and NMSI in developing an alternative structure that
will permit a satisfactory syndication of the Facilities. Syndication of the
Facilities will be accomplished by a variety of means, including direct contact
during the syndication between senior management and advisors of the Borrowers
and the proposed Lenders. To assist NationsBank and NMSI in the syndication
efforts, you hereby agree to (a) provide and cause your advisors to provide
NationsBank and NMSI and the other Lenders upon request with all information
reasonably deemed necessary by NationsBank and NMSI to complete syndication, (b)
assist NationsBank and NMSI upon their reasonable request in the preparation of
an Offering Memorandum to be used in connection with the syndication of the
Facilities and (c) otherwise assist NationsBank and NMSI in their syndication
efforts, including by making available officers and advisors of the Borrowers
and their subsidiaries from time to time to attend and make presentations
regarding the business and prospects of the Borrowers and their subsidiaries and
Kinney and its subsidiaries, as appropriate, at a meeting or meetings of
prospective Lenders. You further agree to refrain from engaging in any
additional financings for the Borrowers and their subsidiaries during such
syndication process unless otherwise agreed to by NationsBank and NMSI.

It is understood and agreed that NationsBank and NMSI, after consultation with
you, will manage and control all aspects of the syndication, including decisions
as to the selection of proposed Lenders and any titles offered to proposed
Lenders, when commitments will be accepted and the final allocations of the
commitments among the Lenders. It is understood that no Lender participating in
the Facilities will receive compensation from you outside the terms contained
herein and in the Term Sheet in order to obtain its commitment. It is also
understood and agreed that the amount and distribution of the fees among the
Lenders will be at the sole discretion of NationsBank and NMSI and that any
syndication prior to execution of definitive documentation will reduce the
commitment of NationsBank. No additional agents will be appointed without the
prior approval of NationsBank and NMSI.

You hereby represent, warrant and covenant that (i) all information, other than
the Projections (as defined below), which has been or is hereafter made
available to NationsBank and NMSI or the Lenders by you or any of your
representatives in connection with the transactions contemplated hereby
("Information") is and will be complete and correct in all material respects and
does not and will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained therein not
misleading and (ii) all financial projections concerning the Borrowers and
Kinney that have been or are hereafter made available to NationsBank and NMSI or
the Lenders by you or any of your representatives (the "Projections") have been
or will be prepared in good faith based upon reasonable assumptions. You


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October 20, 1997

agree to furnish us with such Information and Projections as we may reasonably
request and to supplement the Information and the Projections from time to time
until the closing date for the Facilities so that the representation and
warranty in the preceding sentence is correct on such date. In arranging and
syndicating the Facilities, NationsBank and NMSI will be using and relying on
the Information and the Projections without independent verification thereof.

By acceptance of this offer, the Borrowers agree to pay all reasonable
out-of-pocket fees and expenses (including reasonable attorneys' fees as
outlined in a separate letter from Moore & Van Allen, PLLC plus out of pocket
expenses and expenses of due diligence) incurred before or after the date hereof
by the Agent or NMSI in connection with the Facilities and the syndication
thereof, regardless of whether or not the Facilities are closed.

In the event that NationsBank or NMSI becomes involved in any capacity in any
action, proceeding or investigation in connection with any matter contemplated
by this letter (including specifically, without limitation, the acquisition of
Kinney), the Borrowers will reimburse NationsBank and NMSI for their legal and
other expenses (including the cost of any investigation and preparation) as they
are incurred by NationsBank or NMSI. The Borrowers also agree to indemnify and
hold harmless NationsBank, NMSI and their affiliates and their respective
directors, officers, employees and agents (the "Indemnified Parties") from and
against any and all losses, claims, damages and liabilities, joint or several,
related to or arising out of any matters contemplated by this letter (including
specifically, without limitation, the acquisition of Kinney), unless and only to
the extent that it shall be finally judicially determined that such losses,
claims, damages or liabilities resulted primarily from the gross negligence or
willful misconduct of NationsBank or NMSI.

The provisions of the immediately preceding two paragraphs shall remain in full
force and effect regardless of whether definitive financing documentation for
the Facilities shall be executed and delivered and notwithstanding the
termination of this letter or the commitments of NationsBank and NMSI hereunder.

Neither this offer nor the undertaking and commitment contained herein may be
disclosed to or relied upon by any other person or entity other than your
accountants, attorneys and other advisors, without the prior written consent of
NationsBank and NMSI, except that following your acceptance hereof you may make
public disclosure hereof as required by law and you may disclose the terms
hereof to Kinney in connection with the proposed acquisition.

As described herein and in the Term Sheet, NMSI will act as Arranger and
Syndication Agent for the Facilities. NationsBank reserves the right to
allocate, in whole or in part, to NMSI certain fees payable to NationsBank in
such manner as NationsBank and NMSI agree in their sole discretion. You
acknowledge and agree that NationsBank may share with any of its affiliates
(including specifically NMSI) any information relating to the Facilities, the
Borrowers and their subsidiaries and affiliates.

This letter shall be governed by the laws of the State of Tennessee without
regard to its principles of conflicts of laws. This letter may be modified or
amended only in writing. This letter is not assignable by the Borrowers without
the prior written consent of NationsBank and NMSI. This letter supersedes and
replaces any and all proposals or commitment letters previously delivered by
NationsBank or NMSI to the Borrowers relating to the Facilities.

This offer will expire at 5:00 p.m. on October 31, 1997 unless the Borrowers
execute this letter and the related fee letter and returns each of them to the
Agent prior to that time (which may be by facsimile transmission), whereupon
this letter shall become a binding agreement. Thereafter, this undertaking and
commitment will expire at 5:00 p.m. on January 31, 1998 unless definitive
documentation for the Facilities is executed and delivered prior to that time.


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October 20, 1997

Very truly yours,

NationsBank of Tennessee, N.A.,              NationsBanc Capital Markets, Inc.
     Individually and as Agent


By:      /s/ William H. Diehl                By:      /s/ Mary Lynn Moser
         William H. Diehl                             Mary Lynn Moser
Title:   Vice President                      Title:   Managing Director


Accepted and Agreed to this 22 day of October, 1997:

Central Parking Corporation

By:      /s/ Stephen A. Tisdell
         Stephen A. Tisdell
Title:   Chief Financial Officer