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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
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