Exhibit 10.1
AMENDED AND
RESTATED
STOCK REPURCHASE
AGREEMENT
This Amended and Restated Stock
Repurchase Agreement (this “Agreement”) is entered into
as of June 10, 2005 between Steamboat Industries LLC
(“Seller”) and Standard Parking Corporation, a Delaware
corporation (the “Company”).
RECITALS
A.
Seller and its affiliates have
control over certain shares of common stock, par value $0.001 per
share, of the Company (the “Common Stock”).
B.
The Board of Directors of the
Company (the “Board”) has authorized the repurchase of
shares of its Common Stock for a value not to exceed $6.0 million
(the “Repurchase”) in 2005.
C.
The Repurchase authorized by the
Board will be comprised of (i) open market repurchases of
Common Stock authorized by the Company from time to time
(“Open Market Purchases”), and
(ii) repurchases of Common Stock from the Seller in an amount
equal to its pro-rata ownership at the same price paid by the
Company in each Open Market Purchase (the “SIL
Repurchases”).
D.
Seller and the Company are parties
to that certain Stock Repurchase Agreement dated as of
March 14, 2005 (the “Stock Repurchase Agreement”),
which governs the SIL Repurchases.
E.
Seller and the Company desire to
amend and restate the Stock Purchase Agreement to clarify the
closing date for SIL Repurchases.
AGREEMENT
NOW, THEREFORE
, in consideration of the mutual
covenants set forth in the Agreement and other good and valuable
consideration, the parties agree as follows:
1.
Purchase of Shares
. From the date of this
Agreement through December 31, 2005 (the “Term”),
Seller hereby agrees to sell Shares to the Company from time to
time, and the Company hereby agrees to purchase Shares from time to
time, in an amount equal to its pro-rata ownership of the Company
at the same price paid by the Company in each of its Open Market
Purchases, as set forth on Schedule A attached hereto and
updated following each Open Market Purchase. The closing date
of each SIL Repurchase shall be each Monday during the Term (or the
next business day) for all Open Market Purchases that occurred
during the prior week, if any, or such earlier date as determined
by Seller (each such date to be considered a “Closing
Date”). On each Closing Date, the Company shall pay the
purchase price for the Shares to Seller in immediately available
funds by check or by wire transfer to an account designated by
Seller, and Seller shall deliver stock certificates representing
the Shares together with an executed
