-----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, G1vGvHe4BwHiRVXqlEDHvpdCPoQKtC88A6HlW0O6tBZSkPg0ok+HxpJfWtN5kIVR v9nBHALJd1FRCpNgWQWVTA== 0001157523-06-007982.txt : 20060804 0001157523-06-007982.hdr.sgml : 20060804 20060804162524 ACCESSION NUMBER: 0001157523-06-007982 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060801 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060804 DATE AS OF CHANGE: 20060804 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50796 FILM NUMBER: 061006137 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 8-K 1 a5203564.txt STANDARD PARKING CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section l3 and l5(d) of the Securities Exchange Act of l934 August 1, 2006 -------------- 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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 August 1, 2006, we entered into a interest rate cap transaction with LaSalle Bank National Association ("LaSalle"), allowing us to limit our exposure on a portion of our borrowings under the Credit Agreement ("Rate Cap Transaction"). Under the Rate Cap Transaction, we will receive payments from LaSalle each quarterly period to the extent that the prevailing three month LIBOR during that period exceeds our cap rate of 5.75%. The Rate Cap Transaction (attached to this Form 8-K as Exhibit 10.1) caps our LIBOR interest rate on a notional amount of $50 million at 5.75% for a total of 36 months in exchange for a one-time payment of $300,000. The Rate Cap Transaction is effective August 4, 2006, and will settle each quarter on a date that is intended to coincide with our quarterly interest payment dates on our LIBOR contracts. The foregoing summary is subject in all respects to the actual terms of the Rate Cap Transaction, a copy of which is attached as Exhibit 10.1 to this form 8-K. SECTION 9---Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits (c) Exhibits 10.1 Rate Cap Transaction Agreement dated as of August 1, 2006 by and among LaSalle and the Registrant. 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: August 4, 2006 By: /s/ G. Marc Baumann ------------------------- G. Marc Baumann, Chief Financial Officer INDEX TO EXHIBITS EXHIBIT DESCRIPTION OF EXHIBIT - ---------------------- ------------------------------------------------ 10.1 Rate Cap Transaction Agreement date as of August 1, 2006 by and among LaSalle and the Registrant. EX-10.1 2 a5203564-ex101.txt EXHIBIT 10.1 Exhibit 10.1 RATE CAP TRANSACTION AGREEMENT This Agreement is made as of August 1, 2006 (the "Trade Date"), by and among LASALLE BANK NATIONAL ASSOCIATION (the "Floating Rate Payer") and STANDARD PARKING CORPORATION (the "Fixed Rate Payer"). WHEREAS, the Fixed Rate Payer desires to enter into an arrangement for the purpose of limiting its interest expense on certain existing floating rate liabilities; and WHEREAS, the Floating Rate Payer desires to enter into such an arrangement with the Fixed Rate Payer; NOW, THEREFORE, the parties hereto agree as follows: 1. Payment of Fixed Amount. The Fixed Rate Payer agrees to pay to the Floating Rate Payer a Fixed Amount USD 300,000.00 on or before August 3, 2006 (the "Fixed Rate Payer Payment Date"), in consideration of the Floating Rate Payer agreeing to make a payment to the Fixed Rate Payer for each Calculation Period (as defined below) during which the Floating Rate (as defined below) exceeds the Cap Rate (as defined below). 2. Payment of Floating Amounts. The Floating Rate Payer agrees to make a payment of the Floating Amount (as defined below) on each Floating Rate Payer Payment Date (as defined below) in immediately available funds at such location as the Fixed Rate Payer shall direct. For each Floating Rate Payer Payment Date, the Floating Rate Payer shall deliver to the Fixed Rate Payer a notice containing a computation of the Floating Amount payable. 3. Definitions. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swap Dealers Association, Inc.) are incorporated by reference into this Agreement. In the event of any inconsistency between those definitions and provisions and the provisions of this Agreement, the provisions of this Agreement shall govern. (a) "Business Day" shall mean a day on which banks are open in New York for the transaction of general commercial banking business and on which dealings may be carried on in the London interbank eurodollar market. (b) "Calculation Agent" shall mean the Floating Rate Payer. (c) "Calculation Period" shall mean each period from, and including, one Floating Rate Payer Payment Date to, but excluding, the next following Floating Rate Payer Payment Date, except that (i) the initial Calculation Period will commence on, and include, the Effective Date, and (ii) the final Calculation Period will end on, but exclude, the Termination Date. (d) "Cap Rate" shall mean 5.75%. (e) "Designated Maturity" shall mean 3 Months. (f) "USD" and the sign "$" mean lawful currency of the United States of America. (g) "Effective Date" shall mean August 4, 2006. 1 (h) "Floating Amount" with respect to any Calculation Period shall mean an amount equal to (i) the amount by which the interest earned on the Notional Amount for the Calculation Period at the Floating Rate would exceed (ii) the amount of interest which would have been earned on the Notional Amount for the Calculation Period at the Cap Rate, all said calculations being based on a Floating Rate Day Count Fraction of Actual/360. (If the amount calculated in clause (i) shall be less than the amount calculated under clause (ii), the Floating Amount for said Calculation Period shall be zero). (i) "Floating Rate" means (i) with respect to the initial Calculation Period, the rate determined for the Floating Rate Option two (2) London Banking Days prior to the Effective Date for value on the Effective Date; and (ii) with respect to any subsequent Calculation Period, the rate determined with respect to such period for the Floating Rate Option. (j) "Floating Rate Option" shall mean USD-LIBOR-BBA (k) "Floating Rate Payer Payment Date" shall mean the 4th day of each November, February May and August, commencing on November 4, 2006 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. (l) "Notional Amount" shall mean USD 50,000,000.00. (m) "Reset Date" shall mean each Floating Rate Payer Payment Date to, but not including, the Termination Date. (n) "Termination Date" shall mean August 4, 2009. 4. Representations and Warranties - The Fixed Rate Payer. The Fixed Rate Payer hereby represents and warrants to the Floating Rate Payer that: (a) The Fixed Rate Payer is a corporation validly existing and in good standing under the laws of the jurisdiction of its organization and such jurisdiction is a State of the United States of America. (b) The Fixed Rate Payer has the corporation power and authority to own its property and assets and to carry on its business as currently conducted. (c) The Fixed Rate Payer has the corporation power to execute, deliver and perform this Agreement. (d) The execution, delivery and performance of this Agreement (i) have been duly authorized by all requisite corporate or organizational action on the part of the Fixed Rate Payer and (ii) will not (A) violate (1) any provision of law, (2) the constitutional documents of the Fixed Rate Payer, (3) any applicable order of any court or agency of government or (4) any indenture, agreement or other instrument to which the Fixed Rate Payer is a party or by which the Fixed Rate Payer or any of its property or assets is bound, (B) be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any indenture, agreement or other instrument to which the Fixed Rate Payer is a party or by which the Fixed Rate Payer or any of its property or assets is bound or (C) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or assets of the Fixed Rate Payer. 2 (e) This Agreement has been duly executed and delivered by the Fixed Rate Payer and constitutes a legal, valid and binding obligation of the Fixed Rate Payer, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency or similar laws from time to time in effect). (f) No action, consent or approval of, or registration or filing with, or any other action by any governmental agency, bureau, commission or court has been required in connection with the execution, delivery and performance by the Fixed Rate Payer of this Agreement, or if so required, such registration or filing has been made, such consent or approval has been given or such other appropriate action has been taken. 5. Representations and Warranties - The Floating Rate Payer. The Floating Rate Payer hereby represents and warrants to the Fixed Rate Payer that: (a) The Floating Rate Payer is a bank organized or formed under the laws of the United States of America. (b) The Floating Rate Payer has the corporate or organizational power and authority to own its property and assets and to carry on its business as currently conducted. (c) The Floating Rate Payer has the corporate or organizational power to execute, deliver and perform this Agreement. (d) The execution, delivery and performance of this Agreement (i) have been duly authorized by all requisite corporate or organizational action on the part of the Floating Rate Payer and (ii) will not (A) violate (1) any provision of law, (2) the constitutional documents of the Floating Rate Payer, (3) any applicable order of any court or agency of government or (4) any indenture, agreement or other instrument to which the Floating Rate Payer is a party or by which the Floating Rate Payer or any of its property or assets is bound, (B) be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any indenture, agreement or other instrument to which the Floating Rate Payer is a party or by which the Floating Rate Payer or any of its property or assets is bound or (C) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or assets of the Floating Rate Payer. (e) This Agreement has been duly executed and delivered by the Floating Rate Payer and constitutes a legal, valid and binding obligation of the Floating Rate Payer, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency or similar laws from time to time in effect). (f) No action, consent or approval of, or registration or filing with, or any other action by any governmental agency, bureau, commission or court has been required in connection with the execution, delivery and performance by the Floating Rate Payer of this Agreement, or if so required, such registration or filing has been made, such consent or approval has been given or such other appropriate action has been taken. 6. Assignment and Transfer. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party and any purported assignment in violation of this Section shall be void; provided, however, that the consent to transfer shall not be unreasonably withheld. 3 7. Other Provisions Relating to the Fixed Amount. In no event shall the Fixed Amount (or any portion thereof) paid to the Floating Rate Payer pursuant to Section 1 hereof be refundable, provided that nothing contained herein shall be deemed to constitute a waiver by the Fixed Rate Payer of any of its rights to collect damages from, or to enforce other remedies against, the Floating Rate Payer in the event that the Floating Rate Payer fails to perform its obligations hereunder. 8. Amendments and Waivers. No amendment, modification or waiver with respect to this Agreement will be effective unless in writing and executed by each of the parties hereto. 9. Notices. All notices, requests and other communications to either party hereunder shall be in writing and shall be given to such party at its address, telex or telecopier number set forth on the signature page hereof or such other address, telex or telecopier number as such party may hereafter specify for the purpose of notice to the other party. 10. Termination. This Agreement shall terminate on the Termination Date, subject to any applicable requirement for payment as set forth in Section 2 hereof. 11. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 12. Authorization Documents. Upon the execution of this Agreement, the Fixed Rate Payer shall promptly deliver to the Floating Rate Payer, certified evidence of the authority, incumbency and specimen signature of each authorized person executing this Agreement on its behalf. 13. Account Details: Payments to the Floating Rate Payer: LaSalle Bank National Association will debit your DDA account #5800155565 Payments to the Fixed Rate Payer: LaSalle Bank National Association will credit your DDA account #5800155565 14. Set-off. Upon the occurrence of any default by the Fixed Rate Payer with respect to any indebtedness or other amounts payable by the Fixed Rate Payer to the Floating Rate Payer (irrespective of the currency, place of payment or booking office of the obligation) under any other agreements between the Fixed Rate Payer and the Floating Rate Payer or instrument(s) or undertaking(s) issued or executed by one party to, or in favor of, the other party, the Floating Rate Payer may at its option (but shall not be obligated to) reduce such amounts by its setoff of such amounts against any amount(s) payable (whether at such time or in the future or upon the occurrence of a contingency) by the Floating Rate Payer to the Fixed Rate Payer hereunder. For purposes hereof, if a payment obligation is unascertained, the Floating Rate Payer may in good faith estimate that obligation and setoff in respect of the estimate, subject to an accounting when the obligation is ascertained. 4 15. Relationship Between the Parties. Each party represents to the other party that: (a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanation related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction. (b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction. (c) Status of Parties. The other party is not acting as a fiduciary or an advisor to it in respect of this Transaction. 16. Waiver of Jury Trial. Each party irrevocably waives any and all right to trial by jury in any legal proceeding instituted in connection with this Agreement or this Transaction to the fullest extent permitted by law. As to any matter for which a jury trial cannot be waived, each party agrees not to assert any such matter as a cross claim or counterclaim in, nor move to consolidate the same with, any legal proceeding in which a jury trial is waived." 17. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each entity or person that opens an account. When you open an account, we will ask for the business' full legal name, street address, and tax identification number and other information that will assist us in identifying the business. We may also ask for other identifying information such as your date of birth and a copy of your driver's license. 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. LASALLE BANK NATIONAL ASSOCIATION By: /s/ Lily Levin By: /s/ Janet Lewis --------------------------- --------------------------- Name: Lily Levin Name: Janet Lewis Title: Vice President Title: Vice President Address: 540 West Madison Avenue Suite 2132 Chicago, IL 60661 Attention: Treasury Documentation Facsimile: 312-992-5847 Phone: 312-992-5842 STANDARD PARKING CORPORATION By: /s/ G. Marc Baumann --------------------------- Name: G. Marc Baumann Title: Chief Financial Officer Address: 900 N. Michigan Suite 1600 Chicago, IL 60611 Attention: Marc Baumann Facsimile: 312-640-8228 Telephone: 312-274-2199 6 -----END PRIVACY-ENHANCED MESSAGE-----