Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pkklzx0F/mkYM8exAc+L4XIejHPGsgAwXFoMgW1mExSI1c2B0uPwZJv53dQSq2ym +1vNu6RYDgjCg6Xc4wa6Iw== 0001193125-09-118471.txt : 20090526 0001193125-09-118471.hdr.sgml : 20090525 20090526170857 ACCESSION NUMBER: 0001193125-09-118471 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090526 DATE AS OF CHANGE: 20090526 GROUP MEMBERS: BENNETT J. GOODMAN GROUP MEMBERS: BLACKSTONE GROUP MANAGEMENT L.L.C. GROUP MEMBERS: BLACKSTONE HOLDINGS I L.P. GROUP MEMBERS: BLACKSTONE HOLDINGS I/II GP INC. GROUP MEMBERS: CCM PENSION - A, L.L.C. GROUP MEMBERS: CCM PENSION - B, L.L.C. GROUP MEMBERS: CCM PENSION - C, L.L.C. GROUP MEMBERS: CML VII, LLC GROUP MEMBERS: CONTRARIAN CAPITAL FINANCE, L.P. GROUP MEMBERS: CONTRARIAN CAPITAL FUND I, L.P. GROUP MEMBERS: CONTRARIAN CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: CONTRARIAN CAPITAL SENIOR SECURED, L.P. GROUP MEMBERS: CONTRARIAN FUNDS, L.L.C. GROUP MEMBERS: CONTRARIAN SOCIALLY RESPONSIBLE, L.P. GROUP MEMBERS: DOUGLAS I. OSTROVER GROUP MEMBERS: GIL A. TENZER GROUP MEMBERS: GSO ADVISOR HOLDINGS L.L.C. GROUP MEMBERS: GSO CAPITAL OPPORTUNITIES FUND LP GROUP MEMBERS: GSO SPECIAL SITUATIONS FUND LP GROUP MEMBERS: GSO SPECIAL SITUATIONS OVERSEAS BENEFIT PLAN FUND, LTD. GROUP MEMBERS: GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND, LTD. GROUP MEMBERS: J. ALBERT SMITH III GROUP MEMBERS: JANICE M. STANTON GROUP MEMBERS: JON R. BAUER GROUP MEMBERS: STEPHEN A. SCHWARZMAN GROUP MEMBERS: THE BLACKSTONE GROUP L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD PARKING CORP CENTRAL INDEX KEY: 0001059262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 161171179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80144 FILM NUMBER: 09852473 BUSINESS ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611-1542 BUSINESS PHONE: 2185220700 MAIL ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611-1542 FORMER COMPANY: FORMER CONFORMED NAME: APCOA STANDARD PARKING INC /DE/ DATE OF NAME CHANGE: 20011126 FORMER COMPANY: FORMER CONFORMED NAME: APCOA INC DATE OF NAME CHANGE: 19980407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GSO CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001362495 IRS NUMBER: 342040498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-538-7004 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Standard Parking Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

853790 103

(CUSIP Number)

George Fan

GSO Capital Partners LP

280 Park Avenue, 11^th Floor

New York, New York 10017

Tel.: (212) 503-2100

Jon R. Bauer

Contrarian Capital Management, L.L.C.

411 West Putman Avenue, Suite 425

Greenwich, Connecticut 06830

Tel.: (203) 862-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 15, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS GSO Special Situations Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 2,505,409


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,505,409
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.4%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 2 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS GSO Special Situations Overseas Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,707,263


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,707,263
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 3 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS GSO Special Situations Overseas Benefit Plan Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 160,615


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 160,615
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.05%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 4 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS GSO Capital Opportunities Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,396,854


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,396,854
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 5 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS GSO Capital Partners LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 7,581,842
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,581,842


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,581,842
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.7%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 6 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Bennett J. Goodman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,581,842
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,581,842


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,581,842
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.7%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 7 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS J. Albert Smith III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,581,842
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,581,842


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,581,842
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.7%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 8 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Douglas I. Ostrover
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,581,842
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,581,842


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,581,842
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.7%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 9 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS GSO Advisor Holdings L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,581,842
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,581,842


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,581,842
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.7%
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 10 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Blackstone Holdings I L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,581,842
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,581,842


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,581,842
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.7%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 11 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Blackstone Holdings I/II GP Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,581,842
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,581,842


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,581,842
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.7%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 12 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS The Blackstone Group L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,581,842
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,581,842


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,581,842
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.7%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 13 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Blackstone Group Management L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,581,842
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,581,842


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,581,842
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.7%
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 14 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Stephen A. Schwarzman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 7,581,842
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,581,842


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,581,842
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.7%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 15 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS CML VII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,811,701


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,811,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9%
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 16 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Contrarian Funds, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,811,701


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,811,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9%
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 17 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Contrarian Capital Management, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,811,701


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,811,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9%
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 18 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Jon R. Bauer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,811,701


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,811,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 19 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Janice M. Stanton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,811,701


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,811,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 20 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Gil A. Tenzer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,811,701


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,811,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 21 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Contrarian Capital Fund I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 421,617


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 421,617
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 22 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Contrarian Capital Finance, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,177,606


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,177,606
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 23 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS CCM Pension - A, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 68,261


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 68,261
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 24 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS CCM Pension - B, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 12,289


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,289
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.08%
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 25 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS CCM Pension - C, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 24,833


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,833
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON (See Instructions) OO

Page 26 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Contrarian Capital Senior Secured, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 99,800


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,800
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 27 of 37 Pages

CUSIP No. 853790 103


1	NAMES OF REPORTING PERSONS Contrarian Socially Responsible, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 7,295


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,295
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.05%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 28 of 37 Pages

Item 1.

Security and Issuer.

This Statement on Schedule 13D (this “Schedule 13D”) relates to the Common Stock, par value $0.001 per share (“Common Stock”), of Standard Parking Corporation., a Delaware corporation (the “Issuer”), having its principal executive offices at 900 N. Michigan Avenue, Suite 1600, Chicago, Illinois 60611.

Item 2.

Identity and Background.

(a) – (b) This Schedule 13D is being filed by:

•

(i) GSO Special Situations Fund LP, which is a Delaware limited partnership, (ii) GSO Special Situations Overseas Master Fund, Ltd., which is a Cayman Islands company limited by shares, (iii) GSO Special Situations Overseas Benefit Plan Fund Ltd, which is a Cayman Islands company limited by shares, (iv) GSO Capital Opportunities Fund LP, which is a Delaware limited partnership (the “GSO Funds”), and (v) GSO Capital Partners LP, which is a Delaware limited partnership (together with the GSO Funds, the “GSO Entities”);

•

Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover, each of whom is a United States citizen (collectively, the “GSO Executives”);

•

(i) GSO Advisor Holdings L.L.C., which is a Delaware limited liability company, (ii) Blackstone Holdings I L.P., which is a Delaware limited partnership, (iii) Blackstone Holdings I/II GP Inc., which is a Delaware corporation, (iv) The Blackstone Group L.P., which is a Delaware limited partnership, and (v) Blackstone Group Management L.L.C., which is a Delaware limited liability company (collectively, the “Blackstone Entities”);

•

Stephen A. Schwarzman, who is a United States citizen; and

•

(i) CML VII, LLC, which is a Delaware limited liability company, (ii) Contrarian Funds, L.L.C., which is a Delaware limited liability company, (iii) Contrarian Capital Management, L.L.C., which is a Delaware limited liability company, (iv) Contrarian Capital Fund I, L.P., which is a Delaware limited partnership, (v) Contrarian Capital Finance, L.P., which is a Delaware limited partnership, (vi) CCM Pension – A, L.L.C., which is a Delaware limited liability company, (vii) CCM Pension – B, L.L.C., which is a Delaware limited liability company, (viii) CCM Pension – C, L.L.C., which is a Delaware limited liability company, (ix) Contrarian Capital Senior Secured, L.P., which is a Delaware limited partnership, and (x) Contrarian Socially Responsible, L.P., which is a Delaware limited partnership (collectively, the “Contrarian Entities”);

•

Jon R. Bauer, Janice M. Stanton and Gil A. Tenzer, each of whom is a United States citizen (collectively, the “Contrarian Executives” and together with the GSO Entities, the GSO Executives, the Blackstone Entities, Stephen A. Schwarzman and the Contrarian Entities, the “Reporting Persons”).

The principal business address of each of the GSO Entities and GSO Executives is c/o GSO Capital Partners LP, 280 Park Avenue, 11th Floor, New York, NY 10017. The principal business address of each of the Blackstone Entities and Mr. Schwarzman is c/o The Blackstone Group, 345 Park Avenue, New York, NY 10154. The principal business address of each of the Contrarian Entities is c/o Contrarian Capital Management, L.L.C., 411 W. Putnam Ave., Ste 425, Greenwich, CT 06830.

(c) The principal business of the GSO Funds is investing in both public and private non-investment grade and non-rated securities, including leveraged loans, high yield bonds, distressed securities, second lien loans, mezzanine securities, equity securities, credit derivatives and other investments. The principal business of GSO Capital Partners LP is performing the functions of, and serving as, the investment manager to each of the GSO Funds.

Page 29 of 37 Pages

The principal business of GSO Advisor Holdings L.L.C. is performing the functions of, and serving as, the general partner of GSO Capital Partners LP. The principal business of Blackstone Holdings I L.P. is performing the functions of, and serving as, the sole member of GSO Advisor Holdings L.L.C. and other affiliated entities. The principal business of Blackstone Holdings I/II GP Inc. is performing the functions of, and serving as, the general partner of Blackstone Holdings I L.P. and other affiliated Blackstone entities. The principal business of The Blackstone Group L.P. is performing the functions of, and serving as, the controlling shareholder of Blackstone Holdings I/II GP Inc. and other affiliated Blackstone entities. The principal business of Blackstone Group Management L.L.C. is performing the functions of, and serving as, the general partner of The Blackstone Group L.P.

The principal occupation of Mr. Stephen A. Schwarzman is serving as an executive of Blackstone Group Management L.L.C. The principal occupation of each of Messrs. Goodman, Smith and Ostrover is serving as an executive of GSO Capital Partners LP.

The principal business of the Contrarian Entities is investing in securities and other investments. The principal occupation of Mr. Bauer is serving as Managing Member of Contrarian Capital Management, L.L.C. The principal occupation of Ms. Stanton is serving as President and Member of Contrarian Capital Management, L.L.C. The principal occupation of Mr. Tenzer is serving as Chief Operating Officer and Member of Contrarian Capital Management, L.L.C.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Item 2(a)-(b) above for citizenship of each of the Reporting Persons.

Item 3.

Source and Amount of Funds or Other Consideration.

Pursuant to a Credit Agreement, dated as of June 5, 2006 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among (i) Steamboat Industries LLC (“Steamboat”), (ii) GSO Special Situations Fund LP, (iii) GSO Capital Opportunities Fund LP, (iv) GSO Special Situations Overseas Master Fund, Ltd., (v) GSO Special Situations Overseas Benefit Plan Fund, Ltd., (vi) CML VII, LLC ((ii)–(vi), each a “Lender” and collectively, the “Lenders”) and BTD CP Holdings LP (f/k/a GSO CP Holdings LP), as administrative agent and collateral agent for the Lenders (the “Agent”), a series of loans was made to Steamboat. Steamboat’s obligations under the Credit Agreement were secured, among other things, by a pledge of the shares of Common Stock owned by Steamboat.

The Lenders’ interests under the Credit Agreement were funded by, among other things, capital contributions by the Lenders’ limited partners and general partners. As of May 15, 2009, Steamboat’s obligations under the Credit Agreement equaled approximately $119 million. On May 15, 2009, the Lenders accepted 7,581,842 shares of Common Stock in full satisfaction of Steamboat’s obligations under the Credit Agreement, each in the amount set forth in this Schedule 13D.

Item 4.

Purpose of Transaction.

The Lenders made the loans under the Credit Agreement for investment purposes, which investment was secured by, among other things, the Common Stock. The Lenders accepted the Common Stock in satisfaction of the obligations under the Credit Agreement because Steamboat was unable to repay the amounts outstanding under the Credit Agreement and the Common Stock represented a potential form of recovery for the Lenders’ investments in the loans under the Credit Agreement. The Lenders reserve the right to liquidate the Common Stock in order to realize proceeds and a potential return of or on their original investments in the loans under the Credit Agreement.

Page 30 of 37 Pages

The Reporting Persons intend to review on a continuing basis their investment in the Issuer. Subject to the agreements described herein, the Reporting Persons may seek to dispose of the Issuer’s securities (which may include distributing some or all of such securities to such Reporting Person’s respective members, partners, stockholders or beneficiaries, as applicable) from time to time, and/or may seek to directly or indirectly acquire additional securities of the Issuer (which may include rights or securities exercisable or convertible into securities of the Issuer) from time to time, in each case, depending on the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to the Reporting Persons, general market and economic conditions, tax considerations and other factors deemed relevant by the Reporting Persons.

Other than described herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described above, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the Board with respect to the business and affairs of the Issuer.

Item 5.

Interest in Securities of the Issuer.

(a) – (b) The following disclosure assumes that there are 15,270,057 shares of Common Stock of the Issuer outstanding as of May 1, 2009, which number is based on information set forth in the Issuer’s Quarterly Report on Form 10-Q for the period ended March 31, 2009, filed with the Securities and Exchange Commission on May 7, 2009.

The shares of Common Stock of the Issuer reported on this Schedule 13D are held by: GSO Special Situations Funds LP; GSO Special Situations Oversea Master Fund, Ltd.; GSO Special Situations Overseas Benefit Plan Fund, Ltd.; GSO Capital Opportunities Fund LP; and CML VII, LLC.

GSO Capital Partners LP is the investment manager of each of GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund, Ltd., GSO Special Situations Overseas Benefit Plan Fund, Ltd. and GSO Capital Opportunities Fund LP, and in that respect holds discretionary investment authority for each of them. GSO Advisor Holdings L.L.C. is the general partner of GSO Capital Partners LP, and in that capacity directs its operations. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C., and in that capacity, directs its operations. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P., and in that capacity, directs its operations. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc., and in that capacity, directs its operations. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P., and in that capacity directs its operations. Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C. and in that capacity, directs its operations. In addition, each of Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover may have shared voting and dispositive power with respect to the shares of Common Stock.

Contrarian Funds, L.L.C. is the sole member of CML VII, LLC, and in that capacity, directs its operations. Contrarian Capital Management, L.L.C. is the investment manager of CML VII, LLC, and in that respect holds discretionary investment authority for it. Jon R. Bauer is Managing Member of Contrarian Capital Management, L.L.C. and in that capacity, directs its operations. Janice M. Stanton is President of Contrarian Capital Management, L.L.C. and in that capacity, directs its operations. In addition, each of Gil A. Tenzer and Janice M. Stanton may have shared voting and dispositive power with respect to previously reported shares of Common Stock. Contrarian Capital Fund I, L.P., Contrarian Capital Finance, L.P., CCM Pension – A, L.L.C., CCM Pension – B, L.L.C., CCM Pension – C, L.L.C., Contrarian Capital Senior Secured, L.P. and Contrarian Socially Responsible, L.P. are members of Contrarian Funds, L.L.C.

Pursuant to the Voting and Disposition Agreement (described below), GSO Capital Partners LP may have shared power to vote and dispose of Common Stock held by CML VII, LLC.

Page 31 of 37 Pages

The aggregate number and percentage of the shares of Common Stock of the Issuer beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than the entities identified above as holding the shares of Common Stock of the Issuer reported on this Schedule 13D) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of the pecuniary interest of each of such Reporting Person therein.

(c) Except as set forth herein, none of the Reporting Persons has engaged in any transaction during the past 60 days in any shares of Common Stock.

(d) Except as set forth in Item 6 below, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the securities of the Issuer reported on this Schedule 13D.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

As disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on May 18, 2009 (the “Current Report”), pursuant to a letter agreement with the Issuer, the Lenders agreed not to engage in certain actions to determine to vote (or direct the voting of) or to dispose of Common Stock that are in excess of 50% of the Issuer’s Common Stock, which restrictions are intended to avoid causing a possible future change in control under the Issuer’s credit facility. In addition, the Lenders agreed not to engage or cause any of their affiliates or associates to engage in any merger, consolidation or similar transaction of the Issuer or any direct or indirect majority-owned subsidiary of the Issuer unless such transaction has been approved by (i) the board of directors of the Issuer and (ii) a majority of the “Continuing Directors” (as defined in the letter agreement). This letter agreement expires on February 11, 2010. The description of this letter agreement is not intended to be complete and is qualified in its entirety by the complete text of the agreement, which is filed as Exhibit 2 hereto and is incorporated herein by reference.

In connection with the transfer of the Common Stock to the Lenders, Steamboat transferred to the Lenders Steamboat’s rights with respect to the Common Stock under the Registration Rights Agreement, dated as of June 2, 2004 (the “Registration Rights Agreement”), between the Issuer and Steamboat. On May 15, 2009, the Lenders executed joinders and became party to the Registration Rights Agreement, as disclosed in the Current Report. Pursuant to the Registration Rights Agreement, the Lenders have demand and piggyback registration rights. The right to request a demand registration under the Registration Rights Agreement terminates on May 27, 2009. The description of the Registration Rights Agreement is not intended to be complete and is qualified in its entirety by the complete text of the agreement, which is filed as Exhibit 3 hereto and is incorporated herein by reference.

Pursuant to a letter agreement, dated as of May 15, 2009 (the “Voting and Disposition Agreement”), the Lenders and GSO Capital Partners LP, as investment manager to the Lenders affiliated with GSO Capital Partners LP, agreed that: (i) none of the Lenders will transfer any of the Common Stock without the prior consent of GSO Capital Partners LP or the holders of a majority of the Common Stock; (ii) the Lenders will transfer the Common Stock, subject to certain conditions, upon the request and in accordance with the instructions of GSO Capital Partners LP; (iii) any Lender that desires to transfer any Common Stock will afford the other Lenders the opportunity to participate in such transfer on the same conditions and in their pro rata amounts; and (iv) the Lenders will vote the Common Stock in accordance with the instructions of GSO Capital Partners LP. The provisions of the Voting and Disposition Agreement described above expire on December 31, 2011. The description of the Voting and Disposition Agreement is not intended to be complete and is qualified in its entirety by the complete text of the agreement, which is attached hereto as Exhibit 4 hereto and incorporated herein by reference.

Page 32 of 37 Pages

Pursuant to a letter agreement between the Lenders, GSO Capital Partners LP, Steamboat and John V. Holten, the Lenders are obligated to pay to Steamboat an amount equal to any cash proceeds that the Lenders receive upon disposition of the Common Stock that are in excess of an agreed upon threshold.

Item 7.

Material to be Filed as Exhibits.

Joint Filing Agreement dated May 26, 2009 among the Reporting Persons (filed herewith).

Letter Agreement dated February 11, 2009 between the Company and various financial institutions (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K, filed on May 18, 2009).

Registration Rights Agreement dated June 2, 2004 between the Company and Steamboat, as amended to join additional financial institutions as parties on May 15, 2009 (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K, filed on May 18, 2009).

Letter Agreement Regarding Voting and Disposition of Collateral among the Lenders and GSO Capital Partners LP dated as of May 15, 2009 (filed herewith).

Page 33 of 37 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 26, 2009


GSO SPECIAL SITUATIONS FUND LP

By:	GSO Capital Partners LP, its Investment Manager

	By:	/s/ George Fan
	Name:	George Fan
	Title:	Chief Legal Officer/Chief Compliance Officer

GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND, LTD.

By:	GSO Capital Partners LP, its Investment Manager

	By:	/s/ George Fan
	Name:	George Fan
	Title:	Chief Legal Officer/Chief Compliance Officer

GSO SPECIAL SITUATIONS OVERSEAS BENEFIT PLAN FUND, LTD.

By:	GSO Capital Partners LP, its Investment Manager

	By:	/s/ George Fan
	Name:	George Fan
	Title:	Chief Legal Officer/Chief Compliance Officer

GSO CAPITAL OPPORTUNITIES FUND LP

By:	GSO Capital Partners LP, its Investment Manager

	By:	/s/ George Fan
	Name:	George Fan
	Title:	Chief Legal Officer/Chief Compliance Officer

GSO CAPITAL PARTNERS LP

By:	/s/ George Fan
Name:	George Fan
Title:	Chief Legal Officer/Chief Compliance Officer

Page 34 of 37 Pages


BENNETT J. GOODMAN

By:		/s/ George Fan
Name:		George Fan
Title:		Attorney-in-Fact

J. ALBERT SMITH III

By:		/s/ George Fan
Name:		George Fan
Title:		Attorney-in-Fact

DOUGLAS I. OSTROVER

By:		/s/ George Fan
Name:		George Fan
Title:		Attorney-in-Fact

GSO ADVISOR HOLDINGS L.L.C.

By:		/s/ Robert L. Friedman
Name:		Robert L. Friedman
Title:		Authorized Person

BLACKSTONE HOLDINGS I L.P.

By:		/s/ Robert L. Friedman
Name:		Robert L. Friedman
Title:		Attorney-in-Fact

BLACKSTONE HOLDINGS I/II GP INC.

By:		/s/ Robert L. Friedman
Name:		Robert L. Friedman
Title:		Authorized Person

THE BLACKSTONE GROUP L.P.

By:		/s/ Robert L. Friedman
Name:		Robert L. Friedman
Title:		Authorized Person

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ Robert L. Friedman
Name:		Robert L. Friedman
Title:		Authorized Person

/s/ Stephen A. Schwarzman
STEPHEN A. SCHWARZMAN

Page 35 of 37 Pages


CML VII, LLC

By:		Contrarian Funds, L.L.C., its sole member

By:		Contrarian Capital Management, L.L.C., its manager

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

CONTRARIAN FUNDS, L.L.C.

By:		Contrarian Capital Management, L.L.C., its manager

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

CONTRARIAN CAPITAL MANAGEMENT, L.L.C.

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

JON R. BAUER

By:		/s/ Jon R. Bauer

JANICE M. STANTON

By:		/s/ Janice M. Stanton

GIL A. TENZER

By:		/s/ Gil A. Tenzer

CONTRARIAN CAPITAL FUND I, L.P.

By:		Contrarian Capital Management, L.L.C., its general partner

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

CONTRARIAN CAPITAL FINANCE, L.P.

By:		Contrarian Capital Management, L.L.C., its general partner

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

Page 36 of 37 Pages


CCM PENSION-A, L.L.C.

By:		Contrarian Capital Management, L.L.C., its managing member

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

CCM PENSION-B, L.L.C.

By:		Contrarian Capital Management, L.L.C., its managing member

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

CCM PENSION-C, L.L.C.

By:		Contrarian Capital Management, L.L.C., its managing member

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

CONTRARIAN CAPITAL SENIOR SECURED, L.P.

By:		Contrarian Capital Management, L.L.C., its general partner

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

CONTRARIAN SOCIALLY RESPONSIBLE, L.P.

By:		Contrarian Capital Management, L.L.C., its general partner

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

Page 37 of 37 Pages

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund, Ltd., GSO Special Situations Overseas Benefit Plan Fund, Ltd., GSO Capital Opportunities Fund LP, GSO Capital Partners LP, Bennett J. Goodman, J. Albert Smith III, Douglas I. Ostrover, GSO Advisor Holdings L.L.C., Blackstone Holdings I L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C., Stephen A. Schwarzman, CML VII, LLC, Contrarian Funds, L.L.C. and Contrarian Capital Management, L.L.C., Jon R. Bauer, Janice M. Stanton, Gil A. Tenzer, Contrarian Capital Fund I, L.P., Contrarian Capital Finance, L.P., CCM Pension – A, L.L.C., CCM Pension – B, L.L.C., CCM Pension – C, L.L.C., Contrarian Capital Senior Secured, L.P. and Contrarian Socially Responsible, L.P., on behalf of each of them of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to shares of common stock, par value $0.001 per share, of Standard Parking Corporation, a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 26th day of May 2009.


GSO SPECIAL SITUATIONS FUND LP

By:	GSO Capital Partners LP, its Investment Manager

	By:	/s/ George Fan
	Name:	George Fan
	Title:	Chief Legal Officer/Chief Compliance Officer

GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND, LTD.

By:	GSO Capital Partners LP, its Investment Manager

	By:	/s/ George Fan
	Name:	George Fan
	Title:	Chief Legal Officer/Chief Compliance Officer


GSO SPECIAL SITUATIONS OVERSEAS BENEFIT PLAN FUND, LTD.

By:	GSO Capital Partners LP, its Investment Manager

	By:	/s/ George Fan
	Name:	George Fan
	Title:	Chief Legal Officer/Chief Compliance Officer


GSO CAPITAL OPPORTUNITIES FUND LP

By:	GSO Capital Partners LP, its Investment Manager

	By:	/s/ George Fan
	Name:	George Fan
	Title:	Chief Legal Officer/Chief Compliance Officer


GSO CAPITAL PARTNERS LP

By:		/s/ George Fan
Name:		George Fan
Title:		Chief Legal Officer/Chief Compliance Officer

BENNETT J. GOODMAN

By:		/s/ George Fan
Name:		George Fan
Title:		Attorney-in-Fact

J. ALBERT SMITH III

By:		/s/ George Fan
Name:		George Fan
Title:		Attorney-in-Fact

DOUGLAS I. OSTROVER

By:		/s/ George Fan
Name:		George Fan
Title:		Attorney-in-Fact


GSO ADVISOR HOLDINGS L.L.C.

By:		/s/ Robert L Friedman
Name:		Robert L. Friedman
Title:		Authorized Person

BLACKSTONE HOLDINGS I L.P.

By:		/s/ Robert L. Friedman
Name:		Robert L. Friedman
Title:		Attorney-in-Fact

BLACKSTONE HOLDINGS I/II GP INC.

By:		/s/ Robert L. Friedman
Name:		Robert L. Friedman
Title:		Authorized Person

THE BLACKSTONE GROUP L.P.

By:		/s/ Robert L. Friedman
Name:		Robert L. Friedman
Title:		Authorized Person

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ Robert L. Friedman
Name:		Robert L. Friedman
Title:		Authorized Person

		/s/ Stephen A. Schwarzman
		STEPHEN A. SCHWARZMAN

CML VII, LLC

By:		Contrarian Funds, L.L.C., its sole member

By:		Contrarian Capital Management, L.L.C.,
		its manager

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member


CONTRARIAN FUNDS, L.L.C.

By:		Contrarian Capital Management, L.L.C., its manager

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

CONTRARIAN CAPITAL MANAGEMENT, L.L.C.

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

JON R. BAUER

By:		/s/ Jon R. Bauer

JANICE M. STANTON

By:		/s/ Janice M. Stanton

GIL A. TENZER

By:		/s/ Gil A. Tenzer

CONTRARIAN CAPITAL FUND I, L.P.

By:		Contrarian Capital Management, L.L.C., its general partner

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

CONTRARIAN CAPITAL FINANCE, L.P.

By:		Contrarian Capital Management, L.L.C., its general partner

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member


CCM PENSION-A, L.L.C.

By:		Contrarian Capital Management, L.L.C., its managing member

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

CCM PENSION-B, L.L.C.

By:		Contrarian Capital Management, L.L.C., its managing member

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

CCM PENSION-C, L.L.C.

By:		Contrarian Capital Management, L.L.C., its managing member

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

CONTRARIAN CAPITAL SENIOR SECURED, L.P.

By:		Contrarian Capital Management, L.L.C., its general partner

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

CONTRARIAN SOCIALLY RESPONSIBLE, L.P.

By:		Contrarian Capital Management, L.L.C., its general partner

By:		/s/ Jon R. Bauer
Name:		Jon R. Bauer
Title:		Managing Member

EX-99.4 3 dex994.htm LETTER AGREEMENT REGARDING VOTING AND DISPOSITION OF COLLATERAL Letter Agreement Regarding Voting and Disposition of Collateral

EXHIBIT 4

BTD CP HOLDINGS LP

280 Park Avenue, 11th Floor

New York, NY 10017

May 15, 2009

GSO Special Situations Fund LP

GSO Capital Opportunities Fund LP

GSO Special Situations Overseas Master Fund, Ltd.,

GSO Special Situations Overseas Benefit Plan Fund, Ltd.

c/o GSO Capital Partners LP

280 Park Avenue, 11th Floor

New York, NY 10017

Attention: Timothy White

CML VII, LLC

c/o Contrarian Capital Finance, L.P.

411 W. Putnam Avenue, Suite 425

Greenwich, CT 06830

Attention: Keith McCormack

Re: Agreement Regarding Voting and Disposition of Collateral

Reference is hereby made to the Collateral Acceptance Agreement, dated as of February 12, 2009 (the “Collateral Agreement”), by and among (i) Steamboat Industries LLC (“Steamboat”), (ii) John V. Holten, (iii) BTD CP Holdings LP (f/k/a GSO CP Holdings, LP) (“CP Holdings”), and (iv) GSO Special Situations Fund LP (as assignee of and successor in interest to GSO Domestic Capital Funding LLC), (v) GSO Capital Opportunities Fund LP (as assignee of and successor in interest to GSO Credit Opportunities Fund (Helios), L.P.), (vi) GSO Special Situations Overseas Master Fund, Ltd., (vii) GSO Special Situations Overseas Benefit Plan Fund, Ltd. and (viii) CML VII, LLC ((iv)–(viii), each, “you” or a “Holder” and collectively, the “Holders”). Each capitalized term not defined herein shall have the meaning assigned to such term in the Collateral Agreement.

Pursuant to the Collateral Agreement, on the date hereof, all of Steamboat’s right, title and interest in 7,581,842 shares (“Shares”) of the common stock, par value $0.001 per share, of Standard Parking Corporation, a Delaware corporation, were transferred to CP Holdings and you. In connection with this letter agreement (this “Agreement”), such Shares are being distributed to each of you based on the proportion of the Obligations owing to each of you immediately prior to the Strict Foreclosure. CP Holdings, GSO Capital Partners LP, as investment manager to the Holders other than CML VII, LLC (“GSO”), and you are in agreement that you are likely to realize the most value from the Shares if the shares are voted in a consistent manner and disposed of in a single block. In consideration of the foregoing, the covenants and provisions contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GSO and each of you, intending to be legally bound, hereby agree as follows.

None of you shall transfer any of the Shares, without the prior written consent of either (i) GSO or (ii) Holders representing a majority of the Shares (the “Majority Holders”). Each of you shall transfer the shares upon the request of and according to the instructions of GSO, but only if in connection with such transfer (x) each of the Holders transfers the same portion of shares held by such Holder immediately prior to such transfer, (y) each Holder receives the same form and per Share amount of consideration in such transfer and makes such transfer subject to the same terms and conditions and (z) each Holder is given prior notice and reasonable information with respect to such sale. Each of you will take all actions requested by GSO in connection with such transfer and execute all agreements, documents and instruments in connection therewith requested by GSO. Notwithstanding the foregoing, this Agreement shall not require any of you to participate in a transfer pursuant to a registered public offering of the Shares.

Any Holder desiring to transfer any Shares (an “Initiating Holder”), other than to an Affiliate of such Initiating Holder, will afford each other Holder the opportunity to transfer the same proportion of such other Holder’s shares in connection with such transfer, in exchange for the same form and per Share amount of consideration in and subject to the same terms and conditions of such transfer. Any Holder electing to participate in such transfer with the Initiating Holder will take all actions requested by the Initiating Holder in connection with such transfer and execute all agreements, documents and instruments in connection therewith requested by the Initiating Holder.

Each of you shall vote each of the Shares held by you in accordance with the instructions of GSO, and in furtherance of the foregoing each of you hereby appoints GSO and any designee of GSO, each of them individually, your proxy and attorney-in-fact, with full power of substitution and resubstitution to vote or act by written consent with respect to all of your Shares. Each of you hereby affirms that the proxy granted hereunder is coupled with an interest and is irrevocable. Each of you shall take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy; provided that such proxy will not affect the exercise of any contractual consent rights that you may have under this Agreement.

GSO will also use reasonable efforts to request Standard Parking Corporation to register the Shares pursuant to the Registration Rights Agreement, dated June 2, 2004 between Standard Parking Corporation and Steamboat, as amended, restated, supplemented or otherwise modified from time to time (it being understood, however, that you have no right to sell such registered shares unless GSO determines in its sole discretion that such shares should be sold pursuant to such registration; and you further understand that, even if registered, such shares may cease to remain registered).

The provisions of each of the four preceding paragraphs shall terminate on December 31, 2011.

GSO shall not have any duties or obligations except those expressly set forth in this Agreement and shall not be subject to any fiduciary or other implied duties. GSO may grant or withhold consent, and may provide binding instructions requiring a transfer, in accordance with this Agreement in its sole and absolute discretion and shall have no liability to any of you with respect to its exercise of such discretion.

Because of the unique character of the Shares and the agreements set forth herein, the parties hereto will be irreparably damaged if this Agreement is not specifically enforced. Should any dispute arise concerning (a) the transfer of Shares or (b) any other provision of this Agreement, an injunction may be issued (without the requirement that a bond be posted) restraining any transfer or any action taken in contravention of this Agreement, as the case may be, pending the determination of such controversy. In the event of any controversy concerning (x) the right or obligation to transfer any such Shares or (y) any other provision of this Agreement, such right or obligation shall be enforceable in a court of equity by a decree of specific performance. Such remedy shall be cumulative and not exclusive, and shall be in addition to any other remedy which GSO or any Holder may have.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

This Agreement may be executed on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement may be delivered by facsimile or other electronic transmission of the relevant signature pages hereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto and each of their respective successors and assigns.

[Signature page follows.]


Sincerely,

CP Holdings:

BTD CP HOLDINGS LP

By:		BTD LLC, its General Partner

By:		/s/ George Fan
Name:		George Fan
Title:		Authorized Signatory

GSO:

GSO Capital Partners LP

By:		/s/ George Fan
Name:		George Fan
Title:		Chief Legal Officer

Acknowledged and agreed, this 15th day of May 2009:


HOLDERS:

GSO SPECIAL SITUATIONS FUND LP

By:		GSO Capital Partners LP, its Investment Manager

By:		/s/ George Fan
Name:		George Fan
Title:		Chief Legal Officer

GSO CAPITAL OPPORTUNITIES FUND LP

By:		GSO Capital Partners LP, its Investment Manager

By:		/s/ George Fan
Name:		George Fan
Title:		Chief Legal Officer


GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND, LTD.

By:		GSO Capital Partners LP, its Investment Manager

By:		/s/ George Fan
Name:		George Fan
Title:		Chief Legal Officer

GSO SPECIAL SITUATIONS OVERSEAS BENEFIT PLAN FUND, LTD.

By:		GSO Capital Partners LP, its Investment Manager

By:		/s/ George Fan
Name:		George Fan
Title:		Chief Legal Officer

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

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