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
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Standard Parking Corporation
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900 N. Michigan Avenue
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Chicago, IL 60611-1542
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Attention:
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Robert N. Sacks
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Executive Vice President, General Counsel and
Secretary
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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
