Exhibit
10.1


 


GSO CP Holdings, LP

GSO Domestic Capital Funding LLC

GSO Credit Opportunities Fund (Helios), L.P.

GSO Special Situations Overseas Master Fund, Ltd.

GSO Special Situations Overseas Benefit Plan Fund, Ltd.

280 Park Avenue, 11th Floor

New York, NY 10017

Attention: Timothy White


 


February 11, 2009


 


	
  Standard Parking Corporation

  
	
  900 N. Michigan Avenue

  
	
  Chicago, IL 60611-1542

  
	
  Attention:

  	
  Robert N. Sacks

  
	
   

  	
  Executive Vice President, General Counsel and Secretary

  



 


Dear Mr. Sacks:


 


We refer hereby to that certain Pledge
Agreement, dated as of June 5, 2006 (as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced, the “Pledge
Agreement”), by and between Steamboat Industries LLC (“Steamboat”)
and GSO CP Holdings, LP (formerly known as GSO Capital Partners LP), as
administrative agent and collateral agent (the “Agent”) for the lenders
party to that certain Credit Agreement, dated as of June 5, 2006 (as heretofore
and hereafter amended, restated, supplemented or otherwise modified from time
to time, including without limitation, the “Credit Agreement”), by and
among Steamboat, the lenders from time to time party thereto (collectively, the
“Lenders”) and the Agent. The Lenders set forth in the signature pages to
this letter agreement (this “Agreement”) and the Agent are referred to
herein as the “GSO Parties.” We refer to Section 203 of the Delaware
General Corporation Law herein as “Section 203.”


 


As you are aware, pursuant to the Pledge
Agreement, Steamboat has pledged certain shares (the “Pledged Shares”)
of the common stock, par value $0.001 per share, of Standard Parking
Corporation (the “Company” or “you”) and granted certain voting
rights with respect to the Pledged Shares and certain other shares to the Agent
for the benefit of the Lenders.


 


As you are also aware, (i) pursuant to the
Pledge Agreement, one or more of the GSO Parties may become entitled to
exercise voting rights (as contemplated by clause (B) of subsection (c)(9)(ii) of
Section 203) representing 15% or more of the outstanding voting stock of the
Company, (ii) pursuant to the Pledge Agreement, the GSO Parties may become
entitled to undertake a foreclosure process with respect to the Pledged Shares,
in connection with which one or more of the GSO Parties may become the owner
(as defined in subsection (c)(9) of Section 203) of Pledged Shares representing
15% or more of the outstanding voting stock of the Company and (iii) the GSO
Parties may agree to accept, and thereby become owners of, the Pledged Shares,
which represent in excess of 15% of the outstanding voting stock of the


 

















 


Company, from Steamboat in satisfaction of Steamboat’s obligations to
the Lenders under the Credit Agreement. Clauses (i), (ii) and (iii) in the
immediately preceding sentence are referred to herein as the “Transactions.”
Pursuant to any of the Transactions, to the extent the GSO Parties are not as
of the date hereof an interested stockholder, one or more of the GSO Parties
may become an interested stockholder (as defined in subsection (c)(5) of Section
203).


 


We understand that the board of directors
(the “Board”) of the Company has approved the Transactions to the
fullest extent permitted under Section 203, pursuant to any of which the Board
has acknowledged that any of the GSO Parties may become an interested
stockholder, in accordance with subsection (a)(1) of Section 203 for all
purposes of Section 203.


 


Additionally, we understand that if the GSO
Parties declare a default under the Credit Agreement and the Pledge Agreement
and determine to exercise the power to vote (or direct the voting of), or the
power to dispose of, a number of Pledged Shares which is in excess of 50% of
the Company’s outstanding common stock, an “Event of Default” under the Company’s
credit facilities with Bank of America, N.A. and other lenders would occur.
Such an occurrence would not be in the best interests of the Company or the GSO
Parties.


 


In recognition of the foregoing, each of the
GSO Parties hereby agrees, for a period of one year following the date hereof,
not to engage or cause any of its Affiliates or Associates (each as defined in
subsections (c)(1) and (c)(2), respectively, of Section 203) to engage in any
merger, consolidation or similar transaction of the Company or any direct or
indirect majority-owned subsidiary of the Company, unless such transaction has
been approved by (i) the Board and (ii) a majority of the Continuing Directors.
For purposes of this Agreement, the term “Continuing Directors” means, as of
any date of determination, any member of the Board of Directors of the Company
who is an “independent director” (as defined in Section 4200(a)(15) of the
Marketplace Rules of the Nasdaq Stock Market) and who (i) was a member of the
Board on the date hereof or (ii) was nominated for election or elected to the
Board the approval of a majority of the Continuing Directors who were members
of the Board at the time of such nomination or election (other than a person
whose election was as a result of an actual or threatened proxy or other
control contest).


 


In addition, each of the GSO Parties hereby
agrees not to engage in any action under the Credit Agreement and Pledge
Agreement in connection with the Transactions to determine to vote (or direct
the voting of) or to dispose of a number of Pledged Shares which is in excess
of 50% of the Company’s outstanding common stock.


 


This Agreement may be executed in any number
of counterparts and signatures may be delivered by facsimile, each of which may
be executed by less than all parties, each of which shall be enforceable
against the parties actually executing such counterparts, and all of which
together shall constitute one instrument. It is the express intent of the
parties to be bound by the exchange of signatures on this Agreement via
telecopy.


 


This Agreement shall be governed in all
respects by the laws of the State of Delaware without regard to choice of laws
or conflict of laws provisions thereof.


 


2

















 


If any provision of this Agreement becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable,
or void, portions of such provision, or such provision in its entirety, to the
extent necessary, shall be severed from this Agreement and the balance of this
Agreement shall be enforceable in accordance with its terms.


 


[Signature page follows.]


 


3

















 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  GSO PARTIES

  
	
   

  	
   

  
	
   

  	
  Agent:

  
	
   

  	
   

  
	
   

  	
  GSO CP HOLDING LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Fan

  
	
   

  	
   

  	
  Name:

  	
  GEORGE FAN

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Lenders:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GSO DOMESTIC CAPITAL FUNDING LLC

  
	
   

  	
   By:
  GSO Capital Partners, LP, its Investment Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Fan

  
	
   

  	
   

  	
  Name:

  	
  GEORGE FAN

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GSO CREDIT OPPORTUNITIES FUND (HELIOS),
  L.P.

  
	
   

  	
   By:
  GSO Capital Partners, LP, its Investment Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Fan

  
	
   

  	
   

  	
  Name:

  	
  GEORGE FAN

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED SIGNATORY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GSO SPECIAL SITUATIONS OVERSEAS MASTER

  FUND, LTD.

  
	
   

  	
   By:
  GSO Capital Partners, LP, its Investment Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Fan

  
	
   

  	
   

  	
  Name:

  	
  GEORGE FAN

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED SIGNATORY

  



 


Signature
page to GSO-STAN letter agreement re: DGCL 203


 

















 


	
   

  	
  GSO SPECIAL SITUATIONS OVERSEAS BENEFIT

  PLAN FUND, LTD.

  
	
   

  	
   By:
  GSO Capital Partners, LP, its Investment Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Fan

  
	
   

  	
   

  	
  Name:

  	
  GEORGE FAN

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED SIGNATORY

  



 


Signature page to GSO-STAN letter agreement re: DGCL 203


 

















 


	
   

  	
  CML VII, LLC

  
	
   

  	
  By: Contrarian Funds, L.L.C., its sole member

  
	
   

  	
  By Contrarian Capital Management, L.L.C., its manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon Bauer

  
	
   

  	
   

  	
  Name:

  	
  Jon Bauer

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  



 


Signature page to GSO-STAN letter agreement re: DGCL 203


 

















 


Accepted and agreed as of the
date first written above:


 


THE
COMPANY


 


STANDARD PARKING CORPORATION,


a corporation organized under the laws of the State of


Delaware


 


 


	
  By:

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
   

  	
  Name: G.
  Marc Baumann

  	
   

  
	
   

  	
  Title:   Executive Vice President/Chief Financial
  Officer

  	
   

  



 


Signature page to GSO-STAN letter agreement re: DGCL 203