EX-10.28 WAIVER AGREEMENT

 

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                                                                   Exhibit 10.28

 

 

                                                                   EXECUTED COPY

 

                                WAIVER AGREEMENT

 

     THIS WAIVER AGREEMENT (this "Waiver") entered into as of October 12,

2005 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"),

and as Swing Line Lender and L/C Issuer. Capitalized terms used herein and not

otherwise defined shall have the respective meanings given to them in the Credit

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 "Credit Agreement");

 

     WHEREAS, on September 29, 2005, CPC determined that it will restate its

quarterly financial statements for the first three quarters of CPC's fiscal year

ending September 30, 2005 as a result of events more particularly described in

the Current Report on Form 8-K that CPC filed with the SEC on September 30,

2005, all as more particularly set forth in said Current Report (the "Quarterly

Restatements");

 

     WHEREAS, CPC is engaged in work to determine the quarterly and year-end

financial results of its UK operations and, although the year-end review and

investigation are not concluded, at this time CPC believes that there may be a

negative financial impact on its prior fiscal 2005 quarters in the range of

$8-10 million, consisting primarily of over-accrual of revenues and improper

capitalization of expenses, with the overall negative financial impact on CPC's

fiscal year ending September 30, 2005 (including the $8-10 million related to

prior quarters) being estimated to be in the range of $13-15 million, including

current period operating losses and anticipated expenses of the investigation

(the foregoing, the "Anticipated Total Adjustment");

 

     WHEREAS, pursuant to Section 5.02, upon any Request for Credit Extension,

CPC (on behalf of itself and the other Borrowers) makes certain representations

and warranties, including representations pursuant to Sections 6.05(b) and

6.05(d) as to the extent to which the most recent financial statements furnished

to the Administrative Agent pursuant to Section 7.01(b) are prepared in

accordance with GAAP and present fairly the consolidated financial condition,

results of operations and cash flows of the Consolidated Parties as of the dates

thereof and for the periods covered thereby (the "Financial Statement

Representations");

 

 

 

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     WHEREAS, CPC and the other Borrowers have requested that the Lenders waive

the Financial Statement Representations solely with respect to the quarterly

financial statements that are the subject of the Quarterly Restatements (the

"Q1-Q3 Financial Statements"), and any corresponding certifications otherwise

made or deemed made pursuant to the Credit Agreement with respect to the Q1-Q3

Financial Statements, solely to the extent of the Quarterly Restatements;

 

     WHEREAS, following the completion of the Quarterly Restatements, it may be

determined that one or more Events of Default had previously occurred under the

Credit Agreement as a result of the Parent's failure to comply, for the fiscal

quarters ending December 31, 2004, March 30, 2005 and June 30, 2005, with the

Consolidated Leverage Ratio, the Consolidated Senior Leverage Ratio and/or the

Consolidated Fixed Charge Coverage Ratio set forth in Sections 8.11(a), (b) and

(c) respectively (collectively, the "Financial Covenant Defaults");

 

     WHEREAS, CPC and the other Borrowers have requested that the Lenders (i)

waive the Financial Statement Representations solely with respect to the Q1-Q3

Financial Statements, and any corresponding certifications otherwise made or

deemed made pursuant to the Credit Agreement with respect to the Q1-Q3 Financial

Statements, in each case to the extent of the Quarterly Restatements, and (ii)

waive the Financial Covenant Defaults (if and to the extent any shall have

occurred), in each case, as of the Effective Date (as defined below); and

 

     WHEREAS, the Required 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. Acknowledgement and Waiver.

 

          (a) Waiver of Financial Statement Representations. Subject to the

     satisfaction of all of the terms and conditions set forth in this Waiver,

     the Required Lenders hereby waive (i) the Financial Statement

     Representations solely with respect to the Q1-Q3 Financial Statements, and

     (ii) any corresponding certifications otherwise made or deemed made

     pursuant to the Credit Agreement with respect to the Q1-Q3 Financial

     Statements, in each case solely to the extent of the Quarterly

     Restatements.

 

          (b) Waiver of Financial Covenant Defaults. Subject to the satisfaction

     of all of the terms and conditions set forth in this Waiver, the Lenders

     hereby waive the Financial Covenant Defaults (if and to the extent any

     shall have occurred).

 

          (c) Reservation of Rights. Except for the specific waivers set forth