Exhibit 10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights
Agreement (the “Agreement”)
is made as of June 2, 2004, by and between Standard Parking Corporation, a
Delaware corporation (the “Company”) and
Steamboat Industries LLC, a limited liability company organized under the laws
of New York (the “Investor”).


 


RECITALS


 


WHEREAS, the Company and the
Investor desire to enter into this Agreement, which grants certain rights to
register shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) issuable upon
conversion of the Series C Preferred Stock (as defined below) held by such
Investor and certain rights to receive information pertaining to the Company.


 


WHEREAS, the Investor has
entered into an Exchange Agreement (the “Exchange Agreement”)
of even date herewith pursuant to which the Investor desires to exchange 8.2561
shares of the Company’s Series C Preferred Stock, par value $.0001 per
share (the “Series C Preferred Stock”)
for 5,789,498.7 shares of the Company’s Common Stock, and the execution of this
Agreement is a condition to the Investor’s obligations to exchange the
Preferred Stock for the Common Stock under the Exchange Agreement.


 


WHEREAS, the Company and the
Investor desire that the transactions contemplated by the Exchange Agreement be
consummated.


 


AGREEMENT


 


NOW THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for
other good and valuable consideration the receipt and adequacy of which is
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


1.             Restrictions on
Transferability; Registration Rights.


 


1.1           Certain
Definitions.  As used in this
Agreement, the following terms have the following respective meanings:


 


“Board” means the board of
directors of the Company.


 


“Commission” means the Securities
and Exchange Commission or any other federal agency at the time
administering the Securities Act.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, or any similar successor
federal statute, and the rules and regulations thereunder, all as the same
shall be in effect from time to time.


 


“Holder” means (i) each of the
Investors and (ii) any person holding Registrable Securities to whom the
rights under this Agreement have been transferred in accordance with


 


Registration Rights Agmt (SIL & SPC)


 

















 


Section 1.9
hereof.


 


“Initiating Holders” means any
Holder or Holders who hold the Registrable Securities then outstanding and who
propose to register Registrable Securities.


 


“Other Stockholders” means persons
other than Holders who, by virtue of agreements with the Company, are entitled
to include their securities in certain registrations hereunder.


 


The
terms “register,” “registered” and “registration” refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.


 


“Registrable Securities” shall mean (i) the
shares of Common Stock issued or issuable upon conversion of the Series C
Preferred Stock and (ii) any Common Stock of the Company issued as a
dividend or other distribution with respect to or in exchange for or in
replacement of the shares referenced in clause (i) above; provided, however,
that shares of Common Stock shall only be treated as Registrable
Securities if and so long as they have not been (A) sold to or through a
broker or dealer or underwriter in a public distribution or a public securities
transaction, (B) sold in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act under Section 4 (1) thereof
so that all transfer restrictions and restrictive legends with respect thereto
are removed upon the consummation of such sale, (C) transferred in a
transaction pursuant to which the registration rights are not also assigned in
accordance with Section 1.9 hereof or (D) with respect to each
Holder, when and after all such shares held by such Holder are eligible for
sale under Rule 144 of the Securities Act (or any similar or successor
rule) during any consecutive ninety (90) day period.


 


“Registration Expenses” shall mean all
expenses incurred by the Company in complying with Sections 1.3 and 1.4 hereof,
including, without limitation, all registration, qualification, listing and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, fees and disbursements of one counsel for all of the Holders
registering securities in any given registration (not to exceed $25,000 per
registration), blue sky fees and expenses, and the expense of any special
audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company which shall be paid in any
event by the Company), but shall not include Selling Expenses.


 


“Restricted Securities” shall mean the
securities of the Company required to bear the legend set forth in Section 1.2
hereof.


 


“Rule 144” means Rule 144
as promulgated by the Commission under the Securities Act, as such Rule may
be amended from time to time, or any similar successor rule that
may be promulgated by the Commission.


 


“Rule 145” means Rule 145
as promulgated by the Commission under the Securities Act, as such Rule may
be amended from time to time, or any similar successor rule that may be
promulgated by the Commission.


 


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“Securities Act” shall mean the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder or any similar federal statute and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.


 


“Selling Expenses” shall mean all
underwriting discounts, selling commissions and stock transfer taxes applicable
to the securities registered by the Holders and all fees and disbursements of
counsel for any Holder, other than the fees and disbursements of one counsel
for all of the Holders registering securities in any given registration as
provided in the definition of “Registration Expenses” above.


 


“Shares” means the Company’s Series C
Preferred Stock.


 


“Subsidiary” means any
subsidiary now existing or hereafter created by the Company pursuant to
resolution of its board of directors.


 


1.2           Restrictions.  (a) Each Holder agrees not to
make any disposition of all or  any portion of the
Registrable Securities unless and until the transferee has agreed in writing
for the benefit of the Company to be bound by the terms of this Agreement, and (i) there
is then in effect a registration statement under the Securities Act covering
such proposed disposition and such disposition is made in accordance with such
registration statement, or (ii) such Holder shall have notified the
Company of the proposed disposition and shall have furnished the Company with a
detailed statement of the circumstances surrounding the proposed disposition,
and, if reasonably requested by the Company, such Holder shall have furnished
the Company with an opinion of counsel, reasonably satisfactory to the Company,
that such disposition will not require registration under the Securities Act;
provided, however, that no opinion of counsel shall be required with regard to
dispositions pursuant to Rule 144(k) of the Securities Act.
Notwithstanding the foregoing, no such registration statement or opinion of
counsel shall be necessary for a transfer by a Holder which is (A) a
partnership to its partners or retired partners in accordance with partnership
interests, (B) a limited liability company to its members or former
members in accordance with their interest in the limited liability company, (C) a
corporation to its stockholders in accordance with their interests in the
corporation, or (D) to the Holder’s family member or trust for the benefit
of an individual Holder, provided in all cases enumerated in clauses (A) —
(D) that the transferee has agreed in writing for the benefit of the
Company to be bound by the terms of this Agreement as if such transferee were
an original Holder hereunder. Each Holder consents to the Company making a
notation on its records and giving instructions to any transfer agent of the
Restricted Securities in order to implement the restrictions on transfer
established in this Section 1.2.


 


(b) Each
certificate representing the Registrable Securities shall be stamped or
otherwise imprinted with legends substantially in the following forms (in
addition to any legend required under applicable state securities laws or the
Company’s charter documents):


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR
PLEDGED IN THE ABSENCE OF SUCH


 


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REGISTRATION
OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE
SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”


 


(c) The
Company shall promptly reissue unle gended certificates at the request of any
Holder thereof if the Holder shall have obtained an opinion of counsel
reasonably acceptable to the Company to the effect that the securities proposed
to be disposed of may lawfully be disposed of without registration,
qualification, or legend.


 


1.3           Registration.


 


(a)           Request for Registration. Subsequent to the
expiration of the lock-up period as provided for in the Lock-Up Agreement,
dated May 27, 2004, between the Company, the Investor, Steamboat
Industries N.V., John V. Holten and William Blair as representative of the
various underwriters, if the Company shall receive from Initiating Holders a
written request that the Company effect a registration, the Company will:


 


(i)            promptly deliver
written notice of the proposed registration to
all other Holders and Other Stockholders; and


 


(ii)           as soon as
practicable, use best efforts to effect such registration, qualification, or
compliance (including, without limitation, the execution of an undertaking to
file post-effective amendments, appropriate qualification under applicable blue
sky or other state securities laws, and appropriate compliance with applicable
regulations issued under the Securities Act and any other governmental
requirements or regulations) as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Registrable
Securities as are specified in such request, together with all or such portion
of the Registrable Securities of any Holder or Holders or securities of Other
Stockholders joining in such request as are specified in a written request
delivered to the Company within twenty (20) days after delivery of such written
notice from the Company; provided,
however, that the Company shall not be obligated to
take any action to effect any such registration, qualification, or compliance
pursuant to this Section 1.3:


 


(A)          During the period
starting with the date sixty (60) days prior to the Company’s estimated date of
filing of, and ending on a date one hundred and eighty (180) days after the
effective date of, a registration initiated by the Company; provided that the
Company is actively employing in good faith all reasonable efforts to cause
such registration statement to become effective;


 


(B)           In any particular
jurisdiction in which the Company


 


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would
be required to execute a general consent to service of process in effecting
such registration, qualification, or compliance unless the Company is already
subject to service in such jurisdiction and except as may be required by the
Securities Act;


 


(C)           If in the good faith
judgment of the Board, such registration would be seriously detrimental to the
Company and the Board concludes, as a result, that it is essential to defer the
filing of such registration statement at such time, and the Company thereafter
delivers to the Initiating Holders a certificate, signed by the President or
Chief Executive Officer of the Company, stating that in the good faith judgment
of the Board it would be detrimental to the Company or its stockholders for a
registration statement to be filed in the near future, then the Company’s
obligation to register, qualify, or comply under this Section 1.3 shall be
deferred for a period not to exceed the earlier of one hundred twenty (120)
days after the issuance of such certificate or the issuance of a subsequent
certificate that such information is no longer detrimental to the Company or
its stockholders; provided, however, that the Company may not
utilize this right more than once in any twelve (12) month period; or


 


(D)          If the Company has
filed four registration statements pursuant to Section 1.3 at the request
of the Initiating Holders.


 


(b)           Underwriting.
 If the Initiating Holders intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as part of their request made
pursuant to Section 1.3(a), and the Company shall include such information
in the written notice referred to in Section 1.3(a)(i). In such event, the
right of any Holder or Other Stockholder to participate in the registration
pursuant to this Section 1.3 shall be conditioned upon such Holder’s or
Other Stockholder’s participation in such underwriting and the inclusion of
such Holder’s or Other Stockholder’s securities in the underwriting to the
extent provided herein. A Holder may elect to include in such underwriting all
or part of the Registrable Securities that such Holder holds.


 


(c)           Underwriting
Procedures.  The Company shall
(together with all Holders or other persons proposing to distribute their
securities through such underwriting) enter into and perform its obligations
under an underwriting agreement in customary form with the managing underwriter(s) selected
for such underwriting by a majority in interest of the Initiating Holders
(which managing underwriter(s) shall be reasonably acceptable to the
Company). Notwithstanding any other provision of this Section 1.3, if the
managing underwriter(s) advises the Company in writing that marketing
factors require a limitation of the number of shares to be underwritten
(including Registrable Securities), the Company shall so advise all holders of
the Company’s securities that would otherwise be entitled to be included in
such registration and the number of shares to be included in the underwriting
or registration shall be allocated in the following priority: first, among all
Holders of Registrable Securities having requested to be included in such
registration (pro rata among such Holders on the basis of the number of shares of
Registrable Securities held by all such Holders); second, among all Other
Stockholders having requested to be included in such registration (pro rata
among such Other Stockholders on the basis of the number of shares then held by
all such Other Stockholders); and third, any securities which the Company
desires to sell for its own account. The Company shall advise all holders of
securities requested to be included in such registration of the number of
shares of securities of


 


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each
such holder that are entitled to be included in the registration. If any person
who has requested inclusion in such registration as provided above disapproves
of the terms of the underwriting, such person shall be excluded therefrom by
written notice delivered by the Company or the managing underwriter(s). Any
Registrable Securities and/or other securities so excluded or withdrawn shall
also be withdrawn from registration. The number of shares withdrawn shall be
reallocated in the manner set forth above. To facilitate the allocation of
shares in accordance with the above provisions, the Company or the managing
underwriter(s) may round the number of shares allocated to any holder to
the nearest one hundred (100) shares.


 


1.4         Company
Registration.


 


(a)          Notice of
Registration. If the Company shall determine to register any of its
securities, either for its own account or the account of a security holder or
holders other than (A) a registration pursuant to Sections 1.3 hereof, (B) a
registration relating solely to employee benefit plans, (C) a registration
relating solely to a Rule 145 transaction, or (D) a registration on
any registration form that does not permit secondary sales, the Company will:


 


(i)                                     promptly
deliver to all Holders and Other Stockholders written notice thereof; and


 


(ii)                                  use all commercially
reasonable efforts to include in such  registration (and any
related qualification under blue sky laws or other compliance), except as set
forth in Section 1.4(b) below, and in any underwriting involved
therein, all the Registrable Securities specified in a written request or
requests made by any Holder and securities specified in a written request or
requests by Other Stockholders and delivered to the Company within ten (10) days
after the written notice is delivered by the Company. Such written request may
include all or a portion of a Holder’s Registrable Securities.


 


(b)         Underwriting. If
the registration of which the Company gives notice is for a registered public
offering involving an underwriting, the Company shall so advise the Holders and
Other Stockholders as a part of the written notice given pursuant to Section 1.4(a)(i).
In such event, the right of any Holder or Other Stockholder to participate in
the registration pursuant to this Section 1.4 shall be conditioned upon
such Holder’s or Other Stockholder’s participation in such underwriting and the
inclusion of such Holder’s or Other Stockholder’s securities in the
underwriting to the extent provided herein.


 


(c)          Underwriting
Procedures. The Company shall (together with all Holders  or other
persons proposing to distribute their securities through such underwriting)
enter into and perform its obligations under an underwriting agreement in
customary form with the managing underwriter(s) selected for such
underwriting by the Company. Notwithstanding any other provision of this Section 1.4,
if the managing underwriter(s) advises the Company in writing that
marketing factors require a limitation of the number of shares to be
underwritten (including Registrable Securities), the Company shall so advise
all holders of the Company’s securities that would otherwise be entitled to be
included in such registration and the number of shares to be included in the
underwriting or registration shall be allocated in the following priority:


 


(i)                                     first, any securities which
the Company desires to sell for


 


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its
own account;


 


(ii)                             second, among
all Holders of Registrable Securities having requested to be included in such
registration (pro rata among such Holders on the basis of the number of shares
of Registrable Securities held by all such Holders); and


 


(iii)                          third, among
all Other Stockholders having requested to be included in such registration
(pro rata among such Other Stockholders on the basis of the number of shares
then held by all such Other Stockholders).


 


(d)         The Company shall advise all holders of securities requested
to be included in such registration of the number of shares of securities of
each such holder that are entitled to be included in the registration. If any
person who has requested inclusion in such registration as provided above
disapproves of the terms of the underwriting, such person shall be excluded
therefrom by written notice delivered by the Company or the managing
underwriter(s). Any Registrable Securities and/or other securities so excluded
or withdrawn shall also be withdrawn from registration. The number of shares
withdrawn shall be reallocated in the manner set forth above. To facilitate the
allocation of shares in accordance with the above provisions, the Company or
the managing underwriter(s) may round the number of shares allocated to
any holder to the nearest one hundred (100) shares.


 


(e)          Right
to Terminate Registration. The Company shall have the
right to terminate or withdraw any registration initiated by it under this Section 1.4
prior to the effectiveness of such registration, whether or not any Holder or
Other Stockholder has elected to include securities in such registration.


 


1.5         Registration Procedures. In the case of each
registration, qualification, or compliance effected by the Company pursuant to
this Section 1, the Company will keep each Holder advised in writing as to
the initiation of each registration, qualification, and compliance and as to
the completion thereof and, at its expense, the Company shall:


 


(a)          Use best efforts to
prepare and file with the Commission a registration statement with respect to
such securities and to cause such registration statement to become and remain
effective for at least ninety (90) days or until the distribution described in
the registration statement has been completed, whichever occurs first; provided, however, that (i) such 90-day
period shall be extended for a period of time equal to the period the Holder
refrains from selling any securities included in such registration at the
request of an underwriter of common stock or other securities of the Company;


 


(b)         Furnish to the Holders
participating in such registration and to the underwriters of the securities
being registered such reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus, and such other documents
as such underwriters may reasonably request in order to facilitate the public
offering of such securities;


 


(c)          Prepare and file with
the Commission such amendments and supplements to such registration statement
and the prospectus used in connection with such registration


 


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statements
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement;


 


(d)         Notify each seller of
Registrable Securities covered by such registration statement at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or
incomplete in the light of the circumstances then existing, and at the request
of any such seller, prepare and furnish to such seller a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchaser of such shares,
such prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or incomplete in the light of the
circumstances then existing;


 


(e)          Use all commercially
reasonable efforts to register and qualify the securities covered by such
registration statement under such other securities or blue sky laws of such
jurisdictions as shall be reasonably requested by the Holders, provided that
the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions;


 


(f)          Cause all such
Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed;


 


(g)         Provide a transfer
agent and registrar for all Registrable Securities and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration.


 


1.6         Information by
Holder. The Holder or Holders of Registrable Securities included in any
registration shall furnish to the Company such information regarding such
Holder or Holders, the Registrable Securities held by them, and the
distribution proposed by such Holder or Holders as the Company may request in
writing and as shall be required in connection with any registration,
qualification, or compliance referred to in this Section 1, and the
refusal to furnish such information by any Holder or Holder shall relieve the
Company of its obligations in this Section 1 with respect to such Holder
or Holders.


 


1.7         Indemnification
To the extent permitted by law, the Company will  indemnify each Holder, each
of its officers, directors, partners, legal counsel, and accountants, and each
person controlling such Holder within the meaning of Section 15 of the
Securities Act, with respect to which registration, qualification, or
compliance has been effected pursuant to this Section 1, and each
underwriter, if any, and each person who controls any underwriter within the
meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages, or liabilities (or actions, proceedings, or settlements in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any registration statement,
prospectus, offering circular, or other document (including any related
registration statement, notification, or the like), or any amendment or
supplement thereto, incident to any such registration, qualification, or
compliance, or based on any omission (or alleged omission) to


 


8

















 


state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, or any violation by the Company of the Securities Act or any rule or
regulation promulgated under the Securities Act applicable to the Company in
connection with any such registration, qualification, or compliance, and the
Company will reimburse each such Holder, each of its officers, directors,
partners, legal counsel, and accountants, and each person controlling such
Holder, each such underwriter and each person who controls any such underwriter,
for any legal and any other expenses reasonably incurred in connection with
investigating, preparing, defending, or settling any such claim, loss, damage,
liability, or action, as such expenses are incurred, provided that the Company
will not be liable in any such case to the extent that any such claim, loss,
damage, liability, or expense arises out of or is based on any untrue statement
or omission or alleged untrue statement or omission, made in reliance upon and
in conformity with written information furnished to the Company by such Holder,
controlling person, or underwriter and stated to be specifically for use
therein. It is agreed that the indemnity agreement contained in this Section 1.7
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld).


 


(b)         To the extent
permitted by law, each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification, or compliance is being effected, indemnify the Company, each of
its directors, officers, partners, legal counsel, and accountants, and each
underwriter, if any, of the Company’s securities covered by such a registration
statement, each person who controls the Company or such underwriter within the
meaning of Section 15 of the Securities Act, and each other such Holder
and Other Stockholder, each of their officers, directors, and partners, and
each person controlling such Holder or Other Stockholder within the meaning of Section 15
of the Securities Act, against all claims, losses, damages, and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular, or other document, or any omission
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse the Company and such Holders, Other Stockholders, directors,
officers, partners, legal counsel, and accountants, persons, underwriters, or
control persons for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability, or action, as such expenses are incurred, in each case to the
extent, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular, or other document in reliance upon
and in conformity with written information furnished to the
Company by such Holder and stated to be specifically for use
therein, provided, however, that the obligations of such Holder hereunder shall
not apply to amounts paid in settlement of any such claims, losses, damages, or
liabilities (or actions in respect thereof) if such settlement is effected
without the consent of such Holder (which consent shall not be unreasonably
withheld); and provided that that in no event shall any indemnity under this Section 1.7
exceed the gross proceeds received by such Holder in such offering.


 


(c)          Each party entitled
to indemnification under this Section 1.7 (the


 


9

















 


“Indemnified Party”) shall give
notice to the party required to provide indemnification (the “Indemnifying
Party”) promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party’s expense, and provided further that the failure of any Indemnified
Party to give notice as provided herein shall not relieve the Indemnifying
Party of its obligations under this Section 1.7 unless the failure to give
such notice is materially prejudicial to an Indemnifying Party’s ability to
defend such action. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent
to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with the defense
of such claim and litigation resulting therefrom.


 


(d)         If the indemnification
provided for in this Section 1.7 is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any
claim, loss, damage, liability, or expense referred to therein, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such claim, loss, damage, liability, or expense in such proportion as
is appropriate to reflect the relative fault of the Indemnifying Party on the
one hand and the Indemnified party on the other in connection with the
statements or omissions that resulted in such claim, loss, damage, liability,
or expense, as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party and of the Indemnified Party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
related to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission. The Company and
the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 1.7 were based solely upon the number of entities
from whom contribution was requested or by any other method of allocation which
does not take account of the equitable considerations referred to above. In no
event shall any contribution by a Holder under this Section 1.7 exceed the
gross proceeds received by such Holder in such offering.


 


(e)          The amount paid or
payable by an Indemnified Party as a result of the losses, claims, damages, and
liabilities referred to above in this Section 1.7 shall be deemed to
include any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any such action or claim,
subject to the provisions of Section 1.7(c). No person guilty of
fraudulent misrepresentation (within the meaning of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.


 


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(f)                                    Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall control.


 


(g)                                 The obligations
of the Company and Holders under this Section 1.7 will remain in full
force and effect regardless of any investigation made by or on behalf of the
indemnified party or any officer, director or controlling person of such
indemnified party and will survive the transfer of Registrable Securities.


 


(h)                                 The obligations
of the Company and Holders under this Section 1.7 shall survive the
completion of any offering of Registrable Securities in a registration
statement.


 


1.8                                 Expenses of Registration.  All
Registration Expenses incurred in connection with any registration pursuant to
Sections 1.3 and 1.4 shall be borne by the Company. All Selling Expenses
relating to securities registered on behalf of the Holders shall be borne by
the holders of the registered securities included in such registration pro rata
on the basis of the number of shares so registered. The Company shall not,
however, be required to pay for Registration Expenses for any registration
proceeding begun pursuant to Section 1.3, the request of which has been
subsequently withdrawn by the Initiating Holders unless (a) the withdrawal
is based upon material adverse information concerning the Company of which the
Initiating Holders were not aware at the time of such request, or (b) the
withdrawal is made during a deferral by the Company, or (c) the Holders of
a majority of Registrable Securities agree such withdrawn registration shall
count as a withdrawn registration under Section 1.3 above in which event
such agreement shall be binding on all Holders. If the Holders are required to
pay the Registration Expenses, such expenses shall be borne by the holders of
securities (including Registrable Securities) requesting such registration pro
rata on the basis of the number of shares for which registration was requested.
If the Company is required to pay the Registration Expenses of a withdrawn
offering pursuant to clause (a) or clause (b) above, then the Holders
shall not forfeit any of their rights pursuant to Section 1.3 to a demand
registration.


 


1.9                                 Transfer of Registration Rights.  The rights to cause the Company to register
securities granted to any party hereto under Section 1 may be assigned by
a Holder only to a transferee or assignee of not less than one hundred thousand (100,000)
shares of Registrable Securities (as appropriately adjusted for stock splits,
combinations and the like), provided that the Company is given written notice
at the time of or within a reasonable time after said assignment, stating the
name and address of the transferee or assignee and identifying the securities
with respect to which such registration rights are being assigned, and,
provided further, that the assignee of such rights assumes in writing the
obligations of such Holder under this Section 1. Notwithstanding the
foregoing, no such minimum share assignment requirement shall be necessary for
an assignment by a Holder which is (A) a partnership to its partners or
retired partners in accordance with partnership interests, (B) a limited
liability company to its members or former members in accordance with their
interest in the limited liability company, (C) a corporation to its
stockholders in accordance with their interests in the corporation, or (D) to
the Holder’s family member or trust for the benefit of an individual Holder.


 


11

















 


1.10                           No Delay of
Registration by Holder.  No
Holder shall have any right to obtain or seek an injunction restraining or
otherwise delaying any such registration as the result of any controversy that
might arise with respect to the interpretation or implementation of this
Section.


 


1.11                           Termination of
Rights.  The rights of the Holders to
cause the Company to register securities under Section 1.3 shall terminate
with respect to all such Holders on the fifth (5th) year anniversary of the
effective date of the Company’s IPO.


 


2.                                       Miscellaneous.


 


2.1                                 Governing Law.  This Agreement shall be governed in all
respects by the  laws of the State of New York without regard
to choice of laws or conflict of laws provisions thereof.


 


2.2                                 Successors and
Assigns.  Except as otherwise provided
herein, the  provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors, and administrators of the parties
hereto. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided by this Agreement.


 


2.3                                 Entire
Agreement.  This
Agreement and the other documents delivered pursuant hereto constitute the full
and entire understanding and agreement among the parties with regard to the
subjects hereof and thereof. Subject to the provisions of Section 2.10
below, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or
termination is sought, unless otherwise provided.


 


2.4                                 Notices, Etc.  All notices and other
communications required or permitted hereunder shall be in writing and shall be
mailed by registered or certified mail, postage prepaid, return receipt
requested, sent by facsimile (with confirmation of receipt) or otherwise
delivered by hand or by messenger, addressed as follows:


 


(a) if
to the Company:


 


Standard
Parking Corporation

900 N. Michigan Avenue

Chicago, Illinois 60611-1542


Attention:
Robert N. Sacks, Esq. (General Counsel)


Fax
No.: (312) 640-6165


 


with
a copy to:


 


White &
Case


1155
Avenue of the Americas


New
York, New York 10035-2787


 


12

















 


Attention:   Timothy Goodell, Esq.

Jonathan E Kahn, Esq.


Fax No.: (212) 354-8113


 


(b) if
to SIL:


 


Steamboat
Industries LLC


545
Steamboat Road


Greenwich,
Connecticut 06830


Attention:
John V. Holten (Manager)


Fax
No.: (203) 422-3000


 


or
in the case of any party, at such other address as such party may notify the
other parties hereto from time to time. Any notice, request or communication
hereunder shall be deemed to have been given when delivered by hand or three (3) days
after the date deposited in the mails, postage prepaid, or in the case of
telecopy notice, when sent, addressed as aforesaid. Any party may, by notice
given in accordance with the foregoing, change the person to whom, or the
address or telecopier number to which, notices are to be given hereunder but
any such notice shall be effective only when actually received by the party to
which it is addressed. Unless specifically stated otherwise, if notice is
provided by mail, it shall be deemed to be delivered upon proper deposit in a
mailbox, if notice is sent by facsimile, it shall be deemed to be delivered
when sent with confirmation of receipt and if notice is delivered by hand or by
messenger, it shall be deemed to be delivered upon actual delivery.


 


2.5                                 Delays or
Omissions.  No
delay or omission to exercise any right, power, or remedy accruing to the
Investor upon any breach or default of the Company under this Agreement shall
impair any such right, power, or remedy of such party, nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver, permit,
consent, or approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part of any party
of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing or as
provided in this Agreement. All remedies, either under this Agreement or by law
or otherwise afforded to any party, shall be cumulative and not alternative.


 


2.6                                 Attorneys’ Fees.  If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorney’s fees, costs,
and disbursements in addition to any other relief to which such party may be
entitled.


 


2.7                                 Counterparts.  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


 


13

















 


intent
of the parties to be bound by the exchange of signatures on this Agreement via
telecopy.


 


2.8                                 Severability.  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.


 


2.9                                 Titles and
Subtitles.  The
titles and subtitles used in this Agreement are  used for convenience only
and are not to be considered in construing or interpreting this Agreement.


 


2.10                           Amendment and
Waiver.  Any provision of this
Agreement may be amended or waived (either generally or in a particular
instance and either retroactively or prospectively) with the written consent of
the Company and any Holder holding, in the aggregate, more than fifty percent
(50%) of the outstanding shares of the Registrable Securities; provided that (i) no
such amendment shall impose or increase any liability or obligation on a Holder
without the consent of such Holder, and (ii) no such amendment has a
disproportionately adverse effect on any Holder in relation to the other
Holders without the consent of such Holder. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each Holder and the
Company. In addition, the Company may waive performance of any obligation owing
to it, as to some or all of the Holders, or agree to accept alternatives to
such performance, without obtaining the consent of any Holder.


 


2.11                           Rights of
Investor.  The Investor
and any Holder that becomes a party hereto shall have the absolute right to
exercise or refrain from exercising any right or rights that such Investor or
Holder may have by reason of this Agreement, including, without limitation, the
right to consent to the waiver or modification of any obligation under this
Agreement, and the Investor or Holder shall not incur any liability to any
other party or other holder of any securities of the Company as a result of
exercising or refraining from exercising any such right or rights.


 


2.12                           Aggregation of
Stock.  All shares of Common Stock of
the Company held or acquired by affiliated entities or persons shall be
aggregated for the purpose of determining the availability of any rights under
this Agreement.


 


[THIS SPACE LEFT BLANK INTENTIONALLY]


 


14

















 


IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first above written.


 


	
   

  	
  STANDARD
  PARKING CORPORATION, a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel R. Meyer

  
	
   

  	
  Name:

  	
  Daniel
  R. Meyer

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address
  for Notice:

  
	
   

  	
   

  
	
   

  	
  Standard
  Parking Corporation

  900 North Michigan Avenue

  Suite 1600

  
	
   

  	
  Chicago,
  Illinois 60611

  
	
   

  	
  Attention:
  Robert Sacks, Esq.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STEAMBOAT
  INDUSTRIES LLC, a New York limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  John V. Holten

  
	
   

  	
  Name:

  	
  John
  V. Holten

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  Address
  for Notice:

  
	
   

  	
  Steamboat
  Industries LLC

  545 Steamboat Road

  
	
   

  	
  Greenwich,
  Connecticut 06830

  Attention: John V. Holten

  



 
















 


JOINDER TO REGISTRATION RIGHTS AGREEMENT


 


Reference is hereby made to
that certain Registration Rights Agreement, dated as of June 2, 2004, by and
among Standard Parking Corporation, a Delaware corporation (the “Company”), and Steamboat Industries LLC, a New
York limited liability company (as amended, restated, supplemented or otherwise
modified, the “Agreement”).
Capitalized terms used, but not defined, herein shall have the meanings given
to them in the Agreement.


 


The undersigned is a
transferee of at least 100,000 shares of Registrable Securities from the
Investor, and pursuant to a letter agreement, dated as of February 12, 2009,
the Investor, the undersigned and the other parties thereto, the Investor
assigned to the undersigned, pursuant to Section 1.9 of the Agreement, the
rights to cause the Company to register securities under Section 1 of the
Agreement with respect to the Registrable Securities transferred to the
undersigned.


 


The undersigned, by
execution and delivery to the Company of this Joinder to the Agreement (this “Joinder”), hereby (a) agrees to become a
party to, and thus be bound by, the terms of the Agreement as a Holder AND (b) assumes
the obligations of the Investor under Section 1 of the Agreement with respect
to the Registrable Securities transferred to the undersigned.


 


	
  Dated: May 15, 2009

  	
  GSO SPECIAL SITUATIONS FUND LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSO Capital Partners LP
  Its: Investment Advisor

  
	
   

  	
  Its:

  	
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GEORGE S. FAN

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  George S. Fan

  
	
   

  	
  Title:

  	
  Chief Legal Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:200 Park Avenue

  
	
   

  	
   

  	
  11th Floor

  
	
   

  	
   

  	
  New York, NY 10017

  
	
   

  	
  Attention: George S. Fan

  
	
   

  	
  Facsimile: (212) 503-6960

  



 

















 


JOINDER TO REGISTRATION RIGHTS AGREEMENT


 


Reference is hereby made to
that certain Registration Rights Agreement, dated as of June 2, 2004, by and
among Standard Parking Corporation, a Delaware corporation (the “Company”), and Steamboat Industries LLC, a
New York limited liability company (as amended, restated, supplemented or
otherwise modified, the “Agreement”).
Capitalized terms used, but not defined, herein shall have the meanings given
to them in the Agreement.


 


The undersigned is a
transferee of at least 100,000 shares of Registrable Securities from the
Investor, and pursuant to a letter agreement, dated as of February 12, 2009,
the Investor, the undersigned and the other parties thereto, the Investor
assigned to the undersigned, pursuant to Section 1.9 of the Agreement, the
rights to cause the Company to register securities under Section 1 of the
Agreement with respect to the Registrable Securities transferred to the
undersigned.


 


The undersigned, by
execution and delivery to the Company of this Joinder to the Agreement (this “Joinder”), hereby (a) agrees to become a
party to, and thus be bound by, the terms of the Agreement as a Holder AND (b) assumes
the obligations of the Investor under Section 1 of the Agreement with respect
to the Registrable Securities transferred to the undersigned.


 


	
  Dated: May 15, 2009

  	
  GSO Capital Opportunities Fund
  LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSO Capital Partners LP
  Its: Investment Advisor

  
	
   

  	
  Its:

  	
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GEORGE S. FAN

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  George S. Fan

  
	
   

  	
  Title:

  	
  Chief Legal Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:200 Park Avenue

  
	
   

  	
   

  	
  11th Floor

  
	
   

  	
   

  	
  New York, NY 10017

  
	
   

  	
  Attention: George S. Fan

  
	
   

  	
  Facsimile: (212) 503-6960

  



 





















 


JOINDER TO REGISTRATION RIGHTS AGREEMENT


 


Reference is hereby made to
that certain Registration Rights Agreement, dated as of June 2, 2004, by and
among Standard Parking Corporation, a Delaware corporation (the “Company”), and Steamboat Industries LLC, a
New York limited liability company (as amended, restated, supplemented or
otherwise modified, the “Agreement”).
Capitalized terms used, but not defined, herein shall have the meanings given
to them in the Agreement.


 


The undersigned is a
transferee of at least 100,000 shares of Registrable Securities from the
Investor, and pursuant to a letter agreement, dated as of February 12, 2009,
the Investor, the undersigned and the other parties thereto, the Investor
assigned to the undersigned, pursuant to Section 1.9 of the Agreement, the
rights to cause the Company to register securities under Section 1 of the
Agreement with respect to the Registrable Securities transferred to the
undersigned.


 


The undersigned, by
execution and delivery to the Company of this Joinder to the Agreement (this “Joinder”), hereby (a) agrees to become a
party to, and thus be bound by, the terms of the Agreement as a Holder AND (b) assumes
the obligations of the Investor under Section 1 of the Agreement with respect
to the Registrable Securities transferred to the undersigned.


 


	
  Dated: May 15, 2009

  	
  GSO SPECIAL SITUATIONS OVERSEAS
  MASTER FUND, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSO Capital Partners LP
  Its: Investment Advisor

  
	
   

  	
  Its:

  	
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GEORGE S. FAN

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  George S. Fan

  
	
   

  	
  Title:

  	
  Chief Legal Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:200 Park Avenue

  
	
   

  	
   

  	
  11th Floor

  
	
   

  	
   

  	
  New York, NY 10017

  
	
   

  	
  Attention: George S. Fan

  
	
   

  	
  Facsimile: (212) 503-6960

  



 





















 


JOINDER TO REGISTRATION RIGHTS AGREEMENT


 


Reference is hereby made to
that certain Registration Rights Agreement, dated as of June 2, 2004, by and
among Standard Parking Corporation, a Delaware corporation (the “Company”), and Steamboat Industries LLC, a
New York limited liability company (as amended, restated, supplemented or
otherwise modified, the “Agreement”).
Capitalized terms used, but not defined, herein shall have the meanings given
to them in the Agreement.


 


The undersigned is a
transferee of at least 100,000 shares of Registrable Securities from the
Investor, and pursuant to a letter agreement, dated as of February 12, 2009,
the Investor, the undersigned and the other parties thereto, the Investor
assigned to the undersigned, pursuant to Section 1.9 of the Agreement, the
rights to cause the Company to register securities under Section 1 of the
Agreement with respect to the Registrable Securities transferred to the
undersigned.


 


The undersigned, by
execution and delivery to the Company of this Joinder to the Agreement (this “Joinder”), hereby (a) agrees to become a
party to, and thus be bound by, the terms of the Agreement as a Holder AND (b) assumes
the obligations of the Investor under Section 1 of the Agreement with respect
to the Registrable Securities transferred to the undersigned.


 


	
  Dated: May 15, 2009

  	
  GSO SPECIAL SITUATIONS OVERSEAS
  BENEFIT PLAN FUND, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GSO Capital Partners LP
  Its: Investment Advisor

  
	
   

  	
  Its:

  	
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GEORGE S. FAN

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  George S. Fan

  
	
   

  	
  Title:

  	
  Chief Legal Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:200 Park Avenue

  
	
   

  	
   

  	
  11th Floor

  
	
   

  	
   

  	
  New York, NY 10017

  
	
   

  	
  Attention: George S. Fan

  
	
   

  	
  Facsimile: (212) 503-6960

  



 

















 


JOINDER TO REGISTRATION RIGHTS AGREEMENT


 


Reference is hereby made to
that certain Registration Rights Agreement, dated as of June 2, 2004, by and
among Standard Parking Corporation, a Delaware corporation (the “Company”), and Steamboat Industries LLC, a
New York limited liability company (as amended, restated, supplemented or
otherwise modified, the “Agreement”).
Capitalized terms used, but not defined, herein shall have the meanings given
to them in the Agreement.


 


The undersigned is a
transferee of at least 100,000 shares of Registrable Securities from the
Investor, and pursuant to a letter agreement, dated as of February 12, 2009,
the Investor, the undersigned and the other parties thereto, the Investor
assigned to the undersigned, pursuant to Section 1.9 of the Agreement, the
rights to cause the Company to register securities under Section 1 of the
Agreement with respect to the Registrable Securities transferred to the
undersigned.


 


The undersigned, by
execution and delivery to the Company of this Joinder to the Agreement (this “Joinder”), hereby (a) agrees to become a
party to, and thus be bound by, the terms of the Agreement as a Holder AND (b) assumes
the obligations of the Investor under Section 1 of the Agreement with respect
to the Registrable Securities transferred to the undersigned.


 


	
  Dated: May 15, 2009

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Contrarian Capital
  Finance, L.P.

  
	
   

  	
   

  	
  411 W. Putnam Avenue, Suite 425

  
	
   

  	
   

  	
  Greenwich, CT 06830

  
	
   

  	
  Attention: Keith McCormack

  
	
   

  	
  Facsimile: