8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORTPursuant to Section l3 and l5(d) of theSecurities Exchange Act of l934

March 14, 2005

Date of report (Date of earliest event reported)

STANDARD PARKING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-50796	16-1171179
(Commission File Number)	(IRS Employer Identification No.)

900 N. Michigan Avenue, Chicago, Illinois  60611

(Address of Principal Executive Offices)  (Zip Code)

(312) 274-2000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1—Registrant’s Business and Operations

Item 1.01.  Entry into a Material Definitive Agreement.

On March 14, 2005 and March 16, 2005, we entered into amendments to our Credit Agreement, pursuant to which the interest pricing of our Libor Margin, Base Rate Margin and our Letter of Credit Fee Rate has been reduced by 25 basis points across the entire interest rate pricing grid.  In addition, our Credit Agreement has been amended to permit us to repurchase shares of our common stock during 2005, on the open market or through private repurchases, for a value not to exceed $6.0 million, provided that we meet certain financial tests.  In connection with this stock repurchase program, we also entered into an agreement with Steamboat Industries LLC, our majority shareholder, to repurchase from Steamboat shares equal to its pro-rata ownership at the same price that we pay in each open-market purchase.

The foregoing summary is subject in all respects to the actual terms of the amendments to our Credit Agreement and our Stock Repurchase Agreement, copies of which are attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Form 8-K.  In addition, a press release describing these transactions is attached as Exhibit 99.1 to this Form 8-K

Section 9—Financial Statements and Exhibits

Item 9.01.  Exhibits.

10.1Second Amendment to Credit Agreement dated March 14, 2005 among the Company, various Financial Institutions, La Salle Bank National Association and Wells Fargo Bank, N.A.

10.2Third Amendment to Credit Agreement dated March 16, 2005 among the Company, various Financial Institutions, La Salle Bank National Association and Wells Fargo Bank, N.A.

10.3Stock Repurchase Agreement dated March 14, 2005 between the Company and Steamboat Industries LLC

99.1Press Release dated March 17, 2005 related to the amended Credit Agreement and Stock Repurchase Agreement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STANDARD PARKING CORPORATION
Date: March 17, 2005	By:	/s/ G. MARC BAUMANN
		G. Marc Baumann,
		Chief Financial Officer

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INDEX TO EXHIBITS

EXHIBIT	DESCRIPTION OF EXHIBIT
10.1	Second Amendment to Credit Agreement dated March 14, 2005 among the Company, various Financial Institutions, La Salle Bank National Association and Wells Fargo Bank, N.A.
10.2	Third Amendment to Credit Agreement dated March 16, 2005 among the Company, various Financial Institutions, La Salle Bank National Association and Wells Fargo Bank, N.A.
10.3	Stock Repurchase Agreement dated March 14, 2005 between the Company and Steamboat Industries LLC
99.1	Press Release dated March 17, 2005 related to the amended Credit Agreement and Stock Repurchase Agreement

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

This Second Amendment to Credit Agreement (this “Second Amendment”) is dated as of the 14th day of March, 2005 and is by and among Standard Parking Corporation, a Delaware corporation (the “Company”), LaSalle Bank National Association (“LaSalle”), in its capacity as Agent for the Lenders party to the Credit Agreement described below and as a Lender thereunder, and the other Lenders party hereto.

W I T N E S S E T H:

WHEREAS, the Company, LaSalle, Wells Fargo Bank, N.A., U.S. Bank National Association, and Fifth Third Bank Chicago are all of the parties to that certain Credit Agreement dated as of June 2, 2004, as amended by that certain First Amendment thereto dated as of July 7, 2004 (as amended, restated, modified or supplemented and in effect from time to time, the “Credit Agreement”); and

WHEREAS, the Company, LaSalle and the Lenders parties hereto desire to amend the Credit Agreement in certain respects, all as set forth herein;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.Definitions.  Capitalized terms used in this Second Amendment and not otherwise defined herein are used with the meanings given such terms in the Credit Agreement.  In addition, for purposes of this Second Amendment the following terms shall have the meanings indicated:

“Second Amendment Effective Date” means the date upon which this Second Amendment to Credit Agreement is executed by the Company, LaSalle as Agent and Required Lenders.

2.Amendments to the Credit Agreement.  Effective on the Second Amendment Effective Date, the Credit Agreement shall be amended as follows:

(A)The definition of Fixed Charge Coverage Ratio in Section 1.1 shall be amended and restated in its entirety as follows:

Fixed Charge Coverage Ratio means, for any Computation Period, the ratio of (a) the total for such period of EBITDA minus the sum of income taxes paid or payable in cash by the Loan Parties and all Unfinanced Capital Expenditures to (b) the sum for such Computation Period of (i) cash Interest Expense net of any cash interest income plus (ii) required payments of principal of Funded Debt (excluding the Revolving Loans) plus (iii) any dividends (other than Special Payments) paid by any Loan Party in cash to anyone other than the Company or one of its Wholly-Owned Subsidiaries.  Notwithstanding the foregoing, for purposes of this definition, (x) cash Interest Expense for the Computation Period ending September 30, 2004 shall be equal to actual cash Interest Expense for the Fiscal Quarter then end multiplied by four, and (y) cash Interest Expense for the Computation Period ending December 31, 2004 shall be equal to actual cash Interest Expense for the two Fiscal Quarters period then ended

multiplied by two, and (z) cash Interest Expense for the Computation Period ending March 31, 2005 shall be equal to actual cash Interest Expense for the three Fiscal Quarters period then ended multiplied by four-thirds (4/3).

(B)The following additional definitions are added to Section 1.1:

Adjusted Fixed Charge Coverage Ratio means, for any Computation Period, the ratio of (a) the total for such period of EBITDA minus the sum of income taxes paid or payable in cash by the Loan Parties and all Unfinanced Capital Expenditures and the amount of any Special Payments which have been or are proposed to be made (as set forth in a written calculation delivered to the Agent as required by the definition of Special Payment) to (b) the sum for such Computation Period of (i) cash Interest Expense net of any cash interest income plus (ii) required payments of principal of Funded Debt (excluding the Revolving Loans) plus (iii) any dividends (other than Special Payments) paid by any Loan Party in cash to anyone other than the Company or one of its Wholly-Owned Subsidiaries.  Notwithstanding the foregoing, for purposes of this definition, (x) cash Interest Expense for the Computation Period ending September 30, 2004 shall be equal to actual cash Interest Expense for the Fiscal Quarter then end multiplied by four, and (y) cash Interest Expense for the Computation Period ending December 31, 2004 shall be equal to actual cash Interest Expense for the two Fiscal Quarters period then ended multiplied by two, and (z) cash Interest Expense for the Computation Period ending March 31, 2005 shall be equal to actual cash Interest Expense for the three Fiscal Quarters period then ended multiplied by four-thirds (4/3).

“Special Payment” means any dividend, payment or other distribution in respect of any class of the Company’s Capital Securities or any dividend, payment or distribution in connection with the redemption, purchase, retirement or other acquisition, directly or indirectly, of any shares of the Company’s Capital Securities which is in compliance with all of the following requirements:

(i)such dividend, payment or distribution is made during calendar year 2005; and

(ii)the aggregate of all such dividends, payments and distributions shall not exceed the lesser of (x) $6,000,000 or (y) an amount equal to fifty percent (50%) of the Company’s consolidated pre-tax income less all cash taxes paid for the most recently ended “Applicable Period” (meaning a period of four Fiscal Quarters, except that the Applicable Period ended on December 31, 2004 shall mean the two Fiscal Quarters then ended, and the Applicable Period ended on March 31, 2005 shall mean the three Fiscal Quarters then ended) for which internal financial statements in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments) are available and have been provided to the Lenders; and

(iii)on a pro forma basis for any Computation Period for which internal financial statements in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments) are available and have been provided to the Lenders, taking into account (x) the amount of the dividend, payment or distribution to be made as if

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made on the last day of the applicable Computation Period and (y) all prior such dividends, payments and distributions made during the applicable Computation Period,

(x)the Total Debt to EBITDA Ratio shall not exceed 4.75 to 1.00; and

(y)the Company’s consolidated net worth shall be not less than $12,000,000 plus an amount equal to fifty percent (50%) of the Company’s cumulative positive net income (disregarding, for any month in which a loss occurs, any such loss) for the period from and including January 1, 2005 through the end of the Fiscal Quarter most recently ended for which internal financial statements in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments) are available and have been provided to the Lenders at the time of the proposed payment; and

(z)the Adjusted Fixed Charge Coverage Ratio shall be not less than 1.40 to 1.00.

Prior to making any Special Payment, the Company shall deliver to the Agent a written pro forma calculation, signed by a Senior Officer of the Company, prepared in accordance with this definition and setting forth the relevant information in reasonable detail (including a statement of the amount of the Special Payment with respect to which the calculation is being made) demonstrating that such Special Payment is permitted hereby.

(C)Section 11.3 shall be amended and restated in its entirety as follows:

11.3Restricted Payments.  Make, pay, declare, or authorize any dividend, payment or other distribution in respect of any class of its Capital Securities or any dividend, payment or distribution in connection with the redemption, purchase, retirement or other acquisition, directly or indirectly, of any shares of its Capital Securities, other than such dividends, payments or other distributions made (i) to the extent payable solely in shares of Capital Securities (other than Disqualified Stock) of the Company, (ii) as permitted pursuant to Section 11.6, or (iii) to the extent that the same constitute Special Payments made in compliance with the definition of such term.  The Company will not issue Disqualified Stock.

(D)Section 11.15 shall be amended and restated in its entirety as follows:

11.15Affiliate Amounts.  Except as set forth on Schedule 11.15, the Company will not pay, or permit any Subsidiary to pay, directly or indirectly, any management, consulting, investment banking, advisory or other fees or payments, fees or payments under any leases, any expense reimbursement or similar payments, or any other payments of any kind (including, without limitation, any amounts paid or payable by the Company or any of its Subsidiaries to the Principals and/or to any other Affiliates of the Company, in respect of overhead expense allocations among members of the Affiliate corporate group) to the Principals and/or to any other Affiliates of the Company, other than the Company or any Guarantor.  The foregoing sentence shall not restrict the Company from (i) paying salaries, bonuses or other compensation to, or reimbursing travel or other business expenses of, officers or employees

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(other than any such Person who is also a Principal) in the ordinary course of business, or (ii) reimbursing travel or other business expenses of any officer or director of the Company who is also a Principal, to the extent such reimbursements or such expenses are customarily paid or reimbursed for all officers and/or directors (as applicable) of the Company in the ordinary course of the Company’s business, consistent with past practices, or (iii) making Special Payments in compliance with the definition of such term.

3.Representations and Warranties; Covenant to Pay Amendment Fees.  To induce the Agent and Required Lenders to enter into this Second Amendment, the Company represents and warrants and covenants that:

(A)the execution, delivery and performance by the Company of this Second Amendment contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company;

(B)this Second Amendment has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principals of equity;

(C)no Event of Default or Unmatured Event of Default exists as of the date of this Second Amendment; and

(D)the Company will pay to each Lender which executes this Amendment an amendment fee equal to 7.5 basis points of such Lender’s Revolving Commitment, all such fees to be fully earned and non-refundable and payable upon execution by the Company, the Agent and all Lenders parties to this Second Amendment.

4.Miscellaneous.

(A)Counterparts.  This Second Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  It shall not be necessary in making proof of this Second Amendment to produce or account for more than one such counterpart for each of the parties hereto.  Delivery by facsimile by any of the parties hereto of an executed counterpart of this Second Amendment shall be effective as an original executed counterpart hereof and shall be deemed a representation that an original executed counterpart hereof will be delivered.

(B)Headings.  The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Second Amendment.

(C)Governing Law.  This Second Amendment and the rights and obligations of the parties shall be construed and interpreted in accordance with the laws of the State of Illinois.

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(D)Severability.  If any provision of any of this Second Amendment is determined to be illegal, invalid or enforceable, such provision shall be fully severable and the remaining provisions shall remain full force and effect and shall be construed without giving effect to the illegal, invalid or enforceable provisions.

(E)Successors and Assigns.  This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(F)References.  From and after the date of execution of this Second Amendment, any reference to the Credit Agreement contained in any notice, request, certificate or other instrument, document or agreement executed concurrently with or after the execution and delivery of this Second Amendment shall be deemed to include this Second Amendment unless the context shall otherwise require.

(G)Continued Effectiveness.  Notwithstanding anything contained herein, the terms of this Second Amendment are not intended to and do not serve to effect a novation as to the Credit Agreement.  The parties hereto expressly do not intend to extinguish the Credit Agreement in any respect.  Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Credit Agreement and to confirm that the Credit Agreement, as amended hereby, remains in full force and effect and is hereby reaffirmed in all respects.

[Balance of page left intentionally blank; signature page follows.]

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IN WITNESS WHEREOF, the parties have executed this Second Amendment to Credit Agreement as of the date first set forth above.

STANDARD PARKING CORPORATION
By:	/s/ G. Marc Baumann
Name:			G. Marc Baumann
Title:		Chief Financial Officer
LASALLE BANK NATIONAL ASSOCIATION
By:	/s/ Sean Silver
Name:			Sean Silver
Title:		First Vice President
WELLS FARGO BANK, N.A.
By:	/s/ Steven Nickas
Name:			Steven Nickas
Title:		Assistant Vice President
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Monika Kump
Name:			Monika Kump
Title:		Assistant Vice President
FIFTH THIRD BANK CHICAGO
By:	/s/ Stephen Watts
Name:			Stephen Watts
Title:		Vice President

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EX-10.2

Exhibit 10.2

THIRD AMENDMENT TO CREDIT AGREEMENT

This Third Amendment to Credit Agreement (this “Third Amendment”) is dated as of the 16th day of March, 2005 and is by and among Standard Parking Corporation, a Delaware corporation (the “Company”), LaSalle Bank National Association (“LaSalle”), in its capacity as Agent for the Lenders party to the Credit Agreement described below and as a Lender, Wells Fargo Bank, N.A. (“Wells Fargo”), as a Lender and as Syndication Agent under such Credit Agreement, U.S. Bank National Association (“U.S. Bank”) as a Lender, and Fifth Third Bank Chicago (“Fifth Third”), as a Lender.

W I T N E S S E T H:

WHEREAS, the Company, LaSalle, Wells Fargo, U.S. Bank and Fifth Third are all of the parties to that certain Credit Agreement dated as of June 2, 2004, as amended by that certain First Amendment thereto dated as of July 7, 2004 and that certain Second Amendment thereto dated as of March     , 2005 (as amended, restated, modified or supplemented and in effect from time to time, the “Credit Agreement”); and

WHEREAS, the parties desire to amend the Credit Agreement in certain respects, all as set forth herein;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.Definitions.  Capitalized terms used in this Third Amendment and not otherwise defined herein are used with the meanings given such terms in the Credit Agreement.  In addition, for purposes of this Third Amendment the following terms shall have the meanings indicated:

“Third Amendment Effective Date” means the date upon which this Third Amendment to Credit Agreement is executed by the Company, LaSalle, Wells Fargo, U.S. Bank and Fifth Third.

2.Amendments to the Credit Agreement.  Effective on the Third Amendment Effective Date, the Credit Agreement shall be amended as follows:

(A)The definition of Applicable Margin in Section 1.1 shall be amended and restated in its entirety as follows:

Applicable Margin means, for any day, the rate per annum set forth below opposite the level (the “Level”) then in effect, it being understood that the Applicable Margin for (i) LIBOR Loans shall be the percentage set forth under the column “LIBOR Margin”, (ii) Base Rate Loans shall be the percentage set forth under the column “Base Rate Margin”, (iii) the Non-Use Fee Rate shall be the percentage set forth under the column “Non-Use Fee Rate” and (iv) the L/C Fee shall be the percentage set forth under the column “L/C Fee Rate”:

Level	Total Debt to EBITDA Ratio	LIBOR Margin		Base Rate Margin		Non-Use Fee Rate		L/C Fee Rate
I	Greater than or equal to 4.5:1	3.00	%	1.50	%	.375	%	3.00	%
II	Greater than or equal to 4.0:1 but less than 4.5:1	2.75	%	1.25	%	.375	%	2.75	%
III	Greater than or equal to 3.5:1 but less than 4.0:1	2.50	%	1.00	%	.375	%	2.50	%
IV	Less than 3.5:1	2.25	%	0.75	%	.375	%	2.25	%

The LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall be adjusted, to the extent applicable, on the fifth (5th) Business Day after the Company provides or is required to provide the annual and quarterly financial statements and other information pursuant Section 10.1.1 or 10.1.2, as applicable, and the related Compliance Certificate, pursuant to Section 10.1.3.  Notwithstanding anything contained in this paragraph to the contrary, (a) if the Company fails to deliver such financial statements and Compliance Certificate in accordance with the provisions of Section 10.1.1, 10.1.2 and 10.1.3, the LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall be based upon Level I above beginning on the date such financial statements and Compliance Certificate were required to be delivered until the fifth (5th) Business Day after such financial statements and Compliance Certificate are actually delivered, whereupon the Applicable Margin shall be determined by the then current Level; and (b)  no reduction to any Applicable Margin shall become effective at any time when an Event of Default has occurred and is continuing.

3.Representations and Warranties.  To induce LaSalle, Wells Fargo, U.S. Bank and Fifth Third to enter into this Third Amendment, the Company represents and warrants that:

(A)the execution, delivery and performance by the Company of this Third Amendment have been duly authorized by all requisite corporate action on the part of the Company;

(B)this Third Amendment has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principals of equity;

(C)no Event of Default or Unmatured Event of Default exists as of the date of this Third Amendment.

4.Miscellaneous.

(A)Counterparts.  This Third Amendment may be executed in any number of

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counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  It shall not be necessary in making proof of this Third Amendment to produce or account for more than one such counterpart for each of the parties hereto.  Delivery by facsimile by any of the parties hereto of an executed counterpart of this Thir Amendment shall be effective as an original executed counterpart hereof and shall be deemed a representation that an original executed counterpart hereof will be delivered.

(B)Headings.  The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Third Amendment.

(C)Governing Law.  This Third Amendment and the rights and obligations of the parties shall be construed and interpreted in accordance with the laws of the State of Illinois.

(D)Severability.  If any provision of any of this Third Amendment is determined to be illegal, invalid or enforceable, such provision shall be fully severable and the remaining provisions shall remain full force and effect and shall be construed without giving effect to the illegal, invalid or enforceable provisions.

(E)Successors and Assigns.  This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(F)References.  From and after the date of execution of this Third Amendment, any reference to the Credit Agreement contained in any notice, request, certificate or other instrument, document or agreement executed concurrently with or after the execution and delivery of this Third Amendment shall be deemed to include this Third Amendment unless the context shall otherwise require.

(G)Continued Effectiveness.  Notwithstanding anything contained herein, the terms of this Third Amendment are not intended to and do not serve to effect a novation as to the Credit Agreement.  The parties hereto expressly do not intend to extinguish the Credit Agreement in any respect.  Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Credit Agreement and to confirm that the Credit Agreement, as amended hereby, remains in full force and effect and is hereby reaffirmed in all respects.

[Balance of page left intentionally blank; signature page follows.]

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IN WITNESS WHEREOF, the parties have executed this Third Amendment to Credit Agreement as of the date first set forth above.

STANDARD PARKING CORPORATION
By:	/s/ G. Marc Baumann
Name:			G. Marc Baumann
Title:		Chief Financial Officer

LASALLE BANK NATIONAL ASSOCIATION
By:	/s/ Sean Silver
Name:			Sean Silver
Title:		First Vice President

WELLS FARGO BANK, N.A.
By:	/s/ Steven Nickas
Name:			Steven Nickas
Title:		Assistant Vice President

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Monika Kump
Name:			Monika Kump
Title:		Assistant Vice President

FIFTH THIRD BANK CHICAGO
By:	/s/ Stephen Watts
Name:			Stephen Watts
Title:		Vice President

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EX-10.3

Exhibit 10.3

STOCK REPURCHASE AGREEMENT

This Stock Repurchase Agreement (the “Agreement”) is entered into as of March 14, 2005 between Steamboat Industries LLC (“Seller”) and Standard Parking Corporation, a Delaware corporation (the “Company”).

RECITALS

A.Seller and its affiliates are the beneficial owners of 5,406,192 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.

D.Seller desires to sell and the Company desires to purchase shares of common stock of the Company (the “Shares”) in accordance with the terms and conditions of this Agreement.

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, Seller hereby agrees to sell Shares to the Company from time to time, and the Company hereby agrees to purchase Shares for 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 immediately following each Open Market Purchase.  Each Schedule A shall be numbered sequentially, starting with “Schedule A-1” for each purchase of the Shares from Seller hereunder and shall be signed and dated by a representative of Seller and the Company in the space indicated. Upon the execution of the respective Schedule A by Seller and the Company such sequentially numbered Schedule A shall be deemed incorporated into and a part of this Agreement.  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 assignment separate from such certificate transferring the Shares to the Company or otherwise properly endorsed for transfer.  The Company’s officers shall thereafter cause the Shares to be cancelled on the books of the Company.

2.Representations and Warranties of Seller.  Seller represents and warrants to the Company that:

(a)Seller is the owner of the Shares to be sold hereunder, free and clear of any liens, encumbrances, security agreements, options, claims, charges or restrictions except as set forth in that certain Registration Rights Agreement between the Company and Seller dated as of June 2, 2004.

(b)Following each sale of Shares under this Agreement, Seller and its affiliates shall maintain voting control over a majority of the Common Stock.

(c)Seller has full power and capacity to execute, deliver and perform under this Agreement, which has been duly executed and delivered by, and evidences the valid and binding obligation of the Seller in accordance with its terms.  Upon its execution and delivery, this Agreement will be a valid and binding obligation of Seller, enforceable in accordance with its terms.

(d)Seller has entered into this Agreement based on its own investigation and analysis and that of its advisors, including legal counsel.

(e)Seller has had an opportunity to review the federal, state and local tax consequences of the sale of the Shares to the Company and the transactions contemplated by this Agreement with its own tax advisors.  Seller is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.  Seller understands that it (and not the Company) shall be responsible for its own tax liability, if any, that may arise as a result of the transactions contemplated by this Agreement.

3.Arms Length Transaction.  Each party has conducted its own investigation and analysis and freely and independently bargained for this Agreement at arms length without reliance on any other party and each party is receiving reasonably equivalent value and fair consideration.

4.Miscellaneous.

4.1.Governing Law.  This Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties.  All disputes and controversies arising out of or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in City of Chicago, State of Illinois, and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts.

4.2.Entire Agreement; Amendment; Waiver.  This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any prior understandings and agreements between them.  No modification of or

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amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.  No failure on the part of a party to exercise and no delay in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other rights, remedy, power or privilege.

4.3.Severability.  If any provision of this Agreement, or the application of such provision to any person or circumstance, is held invalid or unenforceable, the remainder of this Agreement, or the application of such provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby.

4.4.Successors and Assigns.  This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

4.5Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Stock Repurchase Agreement as of the date first referred above.

STEAMBOAT INDUSTRIES LLC			STANDARD PARKING CORPORATION
By:	/s/ John V. Holten		/s/ G. Marc Baumann
Name: John V. Holten			Name: G. Marc Baumann
Title:		Manager	Title: Executive Vice President and Chief
			Financial Officer

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SCHEDULE A TO STOCK PURCHASE AGREEMENT

Schedule A -     

INPUTS
Date
Shares purchased on this day by the Company in open market purchases (X)
Average price paid by the Company (Y)	$	0.00
Total shares outstanding immediately before repurchases on this day (A)
Shares owned by Steamboat and affiliates (B)
OUTPUTS
Percentage owned by Steamboat (C) = (B)/(A)
Number of shares to be purchased by the Company from Steamboat (D) = {(X) / [1-(C)]} - (X)
Total consideration to be paid by the Company to Steamboat (Y) x (D)

Date	Steamboat Industries LLC
	(“Seller”)
Date	Standard Parking Corporation
	(the “Company’)

EX-99.1

Exhibit 99.1

900 North Michigan
Avenue
Suite 1600
Chicago, Illinois 60611
(312) 274-2000

Contact:

G. MARC BAUMANN

Executive Vice President and

Chief Financial Officer

Standard Parking Corporation

(312) 274-2199

mbaumann@standardparking.com

STANDARD PARKING CORPORATION ANNOUNCES AMENDMENT AND
PRICE REDUCTION OF 25 BASIS POINTS IN ITS CREDIT FACILITY

CHICAGO, IL – March 17, 2005 - Standard Parking Corporation (NASDAQ: STAN), one of the nation’s largest providers of parking management services, today announced that it has completed an amendment and repricing of its Credit Agreement.  The amendment reduces the interest pricing of its Libor Margin, Base Rate Margin and its Letter of Credit Fee Rate by 25 basis points across the entire interest rate pricing grid in its Credit Agreement.  Net of the amortization of deferred finance costs, the Company anticipates that the repricing will improve earnings by approximately $.01 per share over the remainder of fiscal year 2005.

In addition, the Credit Agreement has been amended to permit the Company to repurchase shares of its common stock during 2005 for a value not to exceed $6 million provided that the Company meets certain financial tests.  The share repurchase will be comprised of open-market transactions and purchases from Steamboat Industries LLC, the Company’s majority shareholder.  The Company and Steamboat have entered into an agreement for the Company to purchase from Steamboat shares equal to Steamboat’s pro-rata ownership at the same price that the Company pays in each open-market purchase.

James A. Wilhelm, the Company’s President and Chief Executive Officer said, “We are pleased that our lenders have recognized the Company’s strong performance since we completed our IPO last year, as well as our expectations

for 2005.  We believe that our lenders’ action in reducing the credit facility pricing this soon after the IPO and supporting our Board’s decision to authorize the repurchase of our common stock demonstrates their clear commitment to our shareholders, the Board and the Company.”

Standard Parking is a leading national provider of parking facility management services.  The company provides on-site management services at multi-level and surface parking facilities for all major markets of the parking industry.  The company manages approximately 1,900 parking facilities, containing over one million parking spaces in close to 300 cities across the United States and Canada.  In addition, the company manages parking-related and shuttle bus operations serving more than 60 airports.

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More information about Standard Parking is available at www.standardparking.com.  Standard Parking’s 2003 annual report filed on Form 10-K, its periodic reports on Form 10-Q and 8-K and its Registration Statement on Form S-1 (333-112652) are available on the Internet at www.sec.gov and can also be accessed through the Investor Relations section of the Company’s website.

DISCLOSURE NOTICE: The information contained in this document is as of March 17, 2005. The Company assumes no obligation to update any forward-looking statements contained in this document as a result of new information or future events or developments.

This document and the attachments contain forward-looking information about the Company’s financial results that involve substantial risks and uncertainties. You can identify these statements by the fact that they use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Among the factors that could cause actual results to differ materially are the following:  an increase in owner-operated parking facilities; changes in patterns of air travel or automobile usage, including effects of changes in gas and airplane fuel prices, effects of weather on travel and transportation patterns or other events affecting local, national and international economic conditions; implementation of the Company’s operating and growth strategy, including possible strategic acquisitions; the loss, or renewal on less favorable terms, of management contracts and leases; player strikes or other events affecting major league sports; changes in general economic and business conditions or demographic trends; ongoing integration of past and future acquisitions in light of challenges in retaining key employees, synchronizing business processes and efficiently integrating facilities, marketing and operations; changes in current pricing; development of new, competitive parking-related services; changes in federal and state regulations including those

affecting airports, parking lots at airports and automobile use; extraordinary events affecting parking at facilities that we manage, including emergency safety measures, military or terrorist attacks and natural disasters; the Company’s ability to renew the Company’s insurance policies on acceptable terms, the extent to which the Company’s clients purchase insurance through us and the Company’s ability to successfully manage self-insured losses; the Company’s ability to form and maintain relationships with large real estate owners, managers and developers; the Company’s ability to provide performance bonds on acceptable terms to guarantee the Company’s performance under certain contracts; the loss of key employees; the Company’s ability to develop, deploy and utilize information technology; the Company’s ability to refinance the Company’s indebtedness; the Company’s ability to consummate transactions and integrate newly acquired contracts into the Company’s operations; availability, terms and deployment of capital; the amount of net operating losses, if any, the Company may utilize in any year and the ability of Steamboat Industries LLC and its subsidiary to control the Company’s major corporate decisions.  A further list and description of these risks, uncertainties, and other matters can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, in its periodic reports on Forms 10-Q and 8-K, and in its Registration Statement on Form S-1 (333-112652).

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