Exhibit 10.1
STOCK REPURCHASE AGREEMENT
This Stock Repurchase Agreement (this "Agreement") is dated as of December
31, 2007 between Steamboat Industries LLC ("SIL") and Standard Parking
Corporation, a Delaware corporation (the "Company").
RECITALS
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A. SIL and its affiliates (collectively, "Seller") have control over
certain shares of common stock, par value $0.001 per share, of the Company (the
"Common Stock").
B. The Board of Directors of the Company (the "Board") has authorized the
repurchase of shares of its Common Stock for a value not to exceed $25.0 million
(the "Repurchase").
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 Seller from
time to time as determined by Seller, at the same price paid by the Company in
each corresponding Open Market Purchase (the "SIL Repurchases").
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
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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 the earliest
to occur of, (a) the date upon which the Board shall terminate the Repurchase
or, (b) the Company consummates the repurchase of shares having a value not to
exceed $25 million (the "Term"), Seller hereby agrees to sell Shares to the
Company from time to time as determined by Seller, and the Company hereby agrees
to purchase Shares from time to time as so determined by Seller, at the same
price paid by the Company in each corresponding Open Market Purchase, as set
forth in Schedule A attached hereto. Each SIL Repurchase shall take place on a
date (a "Closing Date") determined in accordance with Schedule A. On each
Closing Date, the Company shall pay the purchase price for the Shares to Seller
in immediately available funds by check or by wire transfer to an account
designated by Seller, and Seller shall deliver stock certificates representing
the Shares together with an executed assignment separate from the certificates
transferring the Shares to the Company or otherwise properly endorsed for
transfer. The Company's officers shall thereafter cause the Shares to be
cancelled or held by the Company as treasury stock.
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2. Specific Approval. The Company shall obtain the approval in advance (the
"Specific Approval") of the Audit Committee (which may be by facsimile or
electronic mail) of each specific repurchase transaction in accordance with Rule
16b-3(e) under the Securities Exchange Act of 1934, as amended, if so requested
by John V. Holten, directly or directly through any of Seller, the JVH
Descendants' 2001 Trust, the JVH Descendants' 2004 Trust, the JVH Descendants'
2007 Trust, Vinland Industries LLC ("VIL") or any other trust, company or other
entity for which John V. Holten serves as trustee, manager or officer, as the
case may be, and which may be a direct or indirect beneficial owner of shares of
the Company.
The Company shall notify the Audit Committee (which may be by facsimile or
electronic mail) of the date of such repurchase transaction, number of shares,
price per share and total consideration. The Closing Date for such repurchase
transaction shall not occur until the Specific Approval has been obtained. The
Specific Approval shall apply also with respect to John V. Holten, the JVH
Descendants' 2001 Trust, the JVH Descendants' 2004 Trust, the JVH Descendants'
2007 Trust, VIL and any other trust, company or other entity for which John V.
Holten serves as trustee, manager or officer, as the case may be, and which may
own an interest in Seller or may otherwise be a direct or indirect beneficial
owner of the shares of the Company under Section 16 of the Securities Exchange
Act of 1934, as amended.
3. 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 SIL dated as of June 2, 2004.
(b) Following each Closing Date 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 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.
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(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.
4. Arm's Length Transaction. Each party has conducted its own investigation
and analysis and freely and independently bargained for this Agreement at arm's
length without reliance on any other party and each party is receiving
reasonably equivalent value and fair consideration.
5. Miscellaneous.
5.1. 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.
5.2. 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 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.
5.3. 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.
5.4. Successors and Assigns. This Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto.
5.5. Counterparts. 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.
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IN WITNESS WHEREOF, the undersigned have executed this Stock
Repurchase Agreement as of the date first referred above.
STANDARD PARKING CORPORATION STEAMBOAT INDUSTRIES LLC
By: /s/ James A. Wilhelm By: /s/ John V. Holten
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James A. Wilhelm John V. Holten
President and Chief Executive Officer Manager
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