8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

June 5, 2012
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, Suite 1600
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):

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

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

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

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

Item 1.01.  Entry into a Material Definitive Agreement.

On June 5, 2012 (the “Execution Date”), Standard Parking Corporation (“Standard”) entered into a First Amendment, dated as of May 31, 2012 (the “Credit Agreement Amendment”), to the Amended and Restated Credit Agreement, dated as of July 15, 2008 (the “Credit Agreement”), by and among Standard, Bank of America, N.A., Wells Fargo Bank, N.A. and the other lenders party thereto (collectively, the “Credit Agreement Lenders”), disclosed in Item 1.01 of Standard’s Current Report on Form 8-K filed on July 18, 2008. Under the terms of the Credit Agreement Amendment, effective as of the Execution Date, Standard and the Credit Agreement Lenders have extended the termination date of the credit facility provided pursuant to the Credit Agreement from June 29, 2013 to October 1, 2013 (or such other date on which the credit facility terminates pursuant to the Credit Agreement).

The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

Standard and the lenders party to the certain Senior Debt Commitment Letter, dated as of February 28, 2012 (the “Commitment Letter”), disclosed in Item 1.01 of Standard’s Current Report on Form 8-K filed on February 29, 2012 have extended the termination date of such lenders’ commitments thereunder (subject to the terms and conditions set forth in the Commitment Letter) from August 26, 2012 to October 31, 2012.

Additional Information

Standard intends to file with the SEC a definitive proxy statement and other relevant materials in connection with its proposed business combination transaction with Central Parking Corporation.  Before making any voting decision with respect to the proposed transaction, Standard’s stockholders are urged to read the definitive proxy statement when it becomes available, and as it may be amended from time to time, because it will contain important information regarding the proposed transaction.  Standard’s stockholders may obtain a free copy of the definitive proxy statement and other relevant materials (when available), and other documents filed by Standard with the SEC at the SEC’s website at http://www.sec.gov.  In addition, copies of the definitive proxy statement, when available, will be provided free of charge by Standard to all of its stockholders. Additional requests for definitive proxy statements and other relevant materials should be directed to Standard, Investor Relations, 900 N. Michigan Ave., Chicago, IL 60611 or by email at investor_relations@standardparking.com.

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Participants in the Solicitation of Proxies

Standard and Central Parking Corporation and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from Standard’s stockholders with respect to the proposed transaction.  Any interests of the executive officers and directors of Standard and Central Parking Corporation in the proposed transaction will be described in the definitive proxy statement, when it becomes available.  For additional information about Standard’s executive officers and directors, see Standard’s proxy statement with respect to its annual meeting of its stockholders filed with the SEC on March 30, 2012.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits
10.1	First Amendment to Amended and Restated Credit Agreement, dated as of May 31, 2012, by and among Standard Parking Corporation, Bank of America, N.A., Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A., Fifth Third Bank, U.S. Bank National Association and First Hawaiian Bank.

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SIGNATURE

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

	Standard Parking Corporation
Date: June 6, 2012	/s/ G. MARC BAUMANN
	G. Marc Baumann
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment to Amended and Restated Credit Agreement, dated as of May 31, 2012, by and among Standard Parking Corporation, Bank of America, N.A., Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A., Fifth Third Bank, U.S. Bank National Association and First Hawaiian Bank.

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 31, 2012 (the “Amendment”) is entered into among STANDARD PARKING CORPORATION, a Delaware corporation (the “Company”), the Lenders, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Lender and WELLS FARGO BANK, N.A., as Issuing Lender and Syndication Agent.  All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Company, the Lenders, the Administrative Agent and the Syndication Agent entered into that certain Amended and Restated Credit Agreement dated as of July 15, 2008 (as modified, the “Credit Agreement”); and

WHEREAS, the Company has requested that the Lenders amend the Credit Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendment.  The definition of Termination Date in Section 1.1 of the Credit Agreement is hereby amended to read as follows:

Termination Date means the earlier to occur of (a) October 1, 2013 or (b) such other date on which the Commitments terminate pursuant to Section 6 or 13.

2.Conditions Precedent.  This Amendment shall be effective immediately upon satisfaction of the following conditions precedent:

(a)receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Company, the Administrative Agent, each Issuing Lender, the Swing Line Lender and the Lenders; and

(b)receipt by the Administrative Agent of a fully executed Consent in the form attached as Exhibit A to this Amendment, duly signed and delivered by each Guarantor.

3.Miscellaneous.

(a)The Credit Agreement and the obligations of the Company thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.

(b)The Company hereby represents and warrants as follows:

(i)The Company has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(ii)This Amendment has been duly executed and delivered by the Company and constitutes the Company’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(iii)No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by the Company of this Amendment.

(c)The Company represents and warrants to the Lenders that (i) the representations and warranties set forth in Section 9 of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date and (ii) no Unmatured Event of Default or Event of Default has occurred or is continuing.

(d)This 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.  Delivery of an executed counterpart of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(e)THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

[remainder of page intentionally left blank]

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Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

STANDARD PARKING CORPORATION, a Delaware corporation
By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Executive Vice President & Chief Financial Officer

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

STANDARD PARKING CORPORATION

BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent
By:	/s/ Christine Trotter
Name:	Christine Trotter
Title:	Assistant Vice President
BANK OF AMERICA, N.A.,
as Swing Line Lender, Issuing Lender and a Lender
By:	/s/ Jason Guerra
Name:	Jason Guerra
Title:	Vice President
WELLS FARGO BANK N.A.,
as Syndication Agent, Issuing Lender and a Lender
By:	/s/ Gail Bernstein
Name:	Gail Bernstein
Title:	Banking Officer
FIFTH THIRD BANK,
as a Lender
By:	/s/ Stephen C. Watts
Name:	Stephen C. Watts
Title:	Vice President
JPMORGAN CHASE BANK, N.A.,
as a Lender
By:	/s/ Michael A. Berent
Name:	Michael A. Berent
Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Clifford S. Chaitman
Name:	Clifford S. Chaitman
Title:	Assistant Vice President
FIRST HAWAIIAN BANK,
as a Lender
By:	/s/ Dawn Hofmann
Name:	Dawn Hofmann
Title:	Vice President

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

STANDARD PARKING CORPORATION

Exhibit A

CONSENT

This Consent (this “Consent”), dated as of May [    ], 2012, is delivered in connection with the First Amendment to Amended and Restated Credit Agreement, dated as of the date hereof (the “Amendment”), by and among Standard Parking Corporation, a Delaware corporation (the “Company”), the Lenders party thereto, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Lender and Wells Fargo Bank, N.A., as Issuing Lender and Syndication Agent.  Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement (as defined in the Amendment) as amended by the Amendment (such agreement, as so amended, being the “Amended Credit Agreement”).

Each of the undersigned, as a party to the Guaranty and Collateral Agreement, hereby acknowledges and consents to the execution and delivery of the Amendment, and hereby confirms and agrees that the Guaranty and Collateral Agreement is and shall continue to be, in full force and effect, and hereby ratifies and confirms in all respects its obligations thereunder, except that, upon the effectiveness of, and on and after the date of, the Amendment, all references in the Guaranty and Collateral Agreement to the “Credit Agreement,” “thereunder,” “thereof” or words of like import shall mean the Amended Credit Agreement.

This Consent may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same instrument.

[Signature Pages Follow]

GUARANTORS:	STANDARD AUTO PARK, INC.,
	an Illinois corporation
	By:
	Name:
	Title:
	STANDARD PARKING CORPORATION IL,
	a Delaware corporation
	By:
	Name:
	Title:
	APCOA LASALLE PARKING COMPANY, LLC,
	a Louisiana limited liability company
	By:
	Name:
	Title:
	APCOA BRADLEY PARKING
	COMPANY, LLC,
	a Connecticut limited liability company
	By:
	Name:
	Title:
	PREFERRED RESPONSE SECURITY
	SERVICES, INC.,
	a Delaware corporation
	By:
	Name:
	Title:
	VIRGINIA PARKING SERVICE, INC.,
	a Delaware corporation
	By:
	Name:
	Title:

CONSENT TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

STANDARD PARKING CORPORATION