Exhibit 10.1.4


 


FOURTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS FOURTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this  “Amendment”) is made and entered into as
of the        day of January, 2003 and is by and
among APCOA/Standard Parking, Inc., a Delaware corporation (the “Company”)
LaSalle Bank National Association, a national banking association (“LaSalle”),
Bank One, NA, a national banking association (“Bank One”), and LaSalle as agent
(in such capacity, the “Agent”) for the “Lenders” under the Credit Agreement
referred to below.


 


W I T N E S S E T H:


 


WHEREAS, LaSalle,
Bank One and the Company are all of the parties to that certain Amended and
Restated Credit Agreement dated as of January 11, 2002, as amended (as such
agreement has been or may be further amended, restated, modified or
supplemented and in effect from time to time, the “Credit Agreement”), and
LaSalle and Bank One are all of the “Lenders” thereunder;  and


 


WHEREAS, LaSalle,
Bank One and the Company desire to amend the Credit Agreement in certain
respects, as hereinafter described in this Amendment;


 


NOW THEREFORE, in
consideration of the mutual conditions and agreements set forth in the Credit
Agreement and this Amendment, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


 


1.                                       Definitions.  Capitalized terms used in this Amendment,
unless otherwise defined herein, shall have the meaning ascribed to such terms
in the Credit Agreement.  In addition,
the following term shall have the meaning indicated:


 


“Fourth
Amendment Effective Date” means the date upon which this Amendment is
executed by the Company, LaSalle, and Bank One, and the Guarantor Consent and
Reaffirmation hereto is executed by each Guarantor, and each other condition to
effectiveness set forth in Section 3 hereof has been fulfilled to the
reasonable satisfaction of LaSalle and Bank One.


 


2.                                       Amendment
of Credit Agreement.  Effective on
the Fourth Amendment Effective Date, the Credit Agreement shall be amended as
follows:


 


(a)                                  The
definition of “Applicable Margin” in Section 1.1 of the Credit Agreement shall
be amended and restated in its entirety as follows:


 


“Applicable
Margin” shall mean, with respect to any Adjusted Corporate Base Rate Loan
or LIBOR Loan, the applicable percentage set forth below:


 


	
  Type of Revolving Credit Loan

  	
   

  	
  Applicable
  Margin

  
	
  LIBOR Loan

  	
   

  	
  4.00% (400 basis points)

  
	
  Adjusted
  Corporate Base Rate Loan

  	
   

  	
  1.75% (175 basis points)

  



 

















 


(b)                                 The
definition of “Borrowing Base” in Section 1.1 of the Credit Agreement shall be
amended and restated in its entirety with respect to the Borrowing Base report
due under Section 5.1(d)(ii) of the Credit Agreement as of January 31, 2003 and
each Borrowing Base report due thereafter as follows:


 


“Borrowing
Base” shall mean an amount equal to (i) eighty percent (80%) of the unpaid
amount (net of such reserves and allowances as the Agent deems necessary in its
reasonable discretion) of all Eligible Accounts Receivable then existing (other
than Eligible Capital Improvement Receivables), plus (ii) fifty percent
(50%) of all Eligible Capital Improvement Receivables then existing, plus
(iii) forty percent (40%) of (A) the Net Book Value of Fixed Assets of the
Company, minus (B) outstanding Capital Lease Indebtedness of the Company
(determined on a consolidated basis), plus $3,000,000, provided, however,
that such $3,000,000 additional availability shall be decreased by (A) $250,000
as of April 1, 2003, (B) $250,000 as of July 1, 2003, and (C) $500,000 as of
the first day of each calendar quarter thereafter, until such $3,000,000 shall
have been decreased to zero (0).


 


(c)                                  The
definition of “Corporate Base Rate” in Section 1.1 of the Credit Agreement
shall be amended and restated in its entirety as follows:


 


“Corporate Base Rate” shall mean the
per annum rate announced by the Agent from time to time as its prime rate of
interest, which need not be the lowest rate of interest it charges any of its
customers.  The Corporate Base Rate
shall change simultaneously with any change in such announced prime rate.  Notwithstanding the foregoing, for purposes
of determining the applicable Corporate Base Rate at any time for this
Agreement, the Corporate Base Rate shall not be less than 4.25%.


 


(d)                                 The
definition of “LIBOR” in Section 1.1 of the Credit Agreement shall be amended
and restated in its entirety as follows:


 


“LIBOR”
shall mean, with respect to any LIBOR Loan and the related LIBOR Interest
Period, the rate per annum obtained by dividing (i) the per annum rate of
interest at which deposits in Dollars for such LIBOR Interest Period and in an
aggregate amount comparable to the amount of the applicable LIBOR Loan are
published by Bloomberg’s Financial Markets Commodities News at approximately
8:00 a.m. Chicago time on the third LIBOR Business Day prior to the first day
of such LIBOR Interest Period (or if not so published, Agent, in its sole
discretion, shall designate another daily financial or governmental publication
of national circulation to determine such rate); provided, however, that after
the first election of a LIBOR Interest Period with respect to any LIBOR Loan,
such per annum rate shall be determined at approximately 8:00 a.m. Chicago time
on the first LIBOR Business Day of the month for each LIBOR Interest Period
thereafter, by (ii) an amount equal to one minus the stated maximum rate
(expressed as a decimal) of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other


 


2

















 


reserves) that
are specified on the first day of such LIBOR Interest Period by the Board of
Governors of the Federal Reserve System (or any successor agency thereto) for
determining the maximum reserve requirement with respect to eurocurrency
funding (currently referred to as “Eurocurrency liabilities” in Regulation D of
such Board) maintained by a member bank of such System;


 


all as
conclusively determined by the Agent. 
Notwithstanding the foregoing, for purposes of determining the
applicable LIBOR at any time for this Agreement, LIBOR shall not be less than
1.30%.


 


(e)                                  Subsection
2.1(c) of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:


 


(c) Limitation
on Amount of Revolving Credit Advances. 
Notwithstanding anything in this Agreement to the contrary, (i) the
aggregate principal amount of the Revolving Credit Advances and any Existing
Letters of Credit at any time outstanding to the Company shall not exceed the lesser
of (A) the aggregate amount of the Revolving Commitments at such time, or (B)
the Borrowing Base at such time, and (ii) the aggregate principal amount of
Letter of Credit Advances and Existing Letters of Credit outstanding at any
time shall not exceed $22,000,000.


 


(f)                                    Subsection
5.2(a) of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:


 


(a)                                  Adjusted
Total Debt to Adjusted EBITDA Ratio. 
Permit or suffer the Adjusted Total Debt to Adjusted EBITDA Ratio to be
greater than the levels set forth in the following table as of the dates shown:


 


	
  Date of Measurement

  	
   

  	
  Required
  Ratio

  
	
  March 31,
  2002

  	
   

  	
  5.89 to 1.00

  
	
  June 30,
  2002

  	
   

  	
  6.57 to 1.00

  
	
  September
  30, 2002

  	
   

  	
  6.60 to 1.00

  
	
  December 31,
  2002

  	
   

  	
  7.29 to 1.00

  
	
  March 31,
  2003

  	
   

  	
  7.22 to 1.00

  
	
  June 30,
  2003

  	
   

  	
  6.89 to 1.00

  
	
  September
  30, 2003

  	
   

  	
  6.53 to 1.00

  
	
  December 31,
  2003

  	
   

  	
  6.53 to 1.00

  



 


As of December
31, 2001, the Company shall have a minimum Adjusted EBITDA of $26,200,000.


 


(g)                                 Subsection
5.2(b) of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:


 


(b)                                 Interest
Coverage Ratio.  Permit or suffer
the Interest Coverage Ratio to be less than the levels set forth in the
following table as of the dates shown:


 


3

















 


	
  Date of Measurement

  	
   

  	
  Required
  Ratio

  
	
  March 31,
  2002

  	
   

  	
  1.52 to 1.00

  
	
  June 30,
  2002

  	
   

  	
  1.49 to 1.00

  
	
  September
  30, 2002

  	
   

  	
  1.46 to 1.00

  
	
  December 31,
  2002

  	
   

  	
  1.39 to 1.00

  
	
  March 31,
  2003

  	
   

  	
  1.43 to 1.00

  
	
  June 30,
  2003

  	
   

  	
  1.50 to 1.00

  
	
  September
  30, 2003

  	
   

  	
  1.56 to 1.00

  
	
  December 31,
  2003

  	
   

  	
  1.54 to 1.00

  



 


(h)                                 Subsection
5.2(c) of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:


 


(c)                                  Fixed
Charge Coverage Ratio.  Permit or
suffer the Fixed Charge Coverage Ratio to be less than the levels set forth in
the following table as of the dates shown:


 


	
  Date of Measurement

  	
   

  	
  Required
  Ratio

  
	
  March 31,
  2002

  	
   

  	
  1.12 to 1.00

  
	
  June 30,
  2002

  	
   

  	
  1.04 to 1.00

  
	
  September
  30, 2002

  	
   

  	
  0.99 to 1.00

  
	
  December 31,
  2002

  	
   

  	
  1.01 to 1.00

  
	
  March 31,
  2003

  	
   

  	
  1.00 to 1.00

  
	
  June 30,
  2003

  	
   

  	
  1.05 to 1.00

  
	
  September
  30, 2003

  	
   

  	
  1.04 to 1.00

  
	
  December 31,
  2003

  	
   

  	
  1.06 to 1.00

  



 


(i)                                     Subsection
5.2(d) of the Credit Agreement is hereby deleted in its entirety and replaced
with the following:


 


(d)                                 Senior
Debt to Adjusted EBITDA Ratio. 
Permit or suffer the Senior Debt to Adjusted EBITDA Ratio to be greater
than the levels set forth in the following table as of the dates shown:


 


	
  Date of Measurement

  	
   

  	
  Required
  Ratio

  
	
  March 31,
  2002

  	
   

  	
  1.24 to 1.00

  
	
  June 30,
  2002

  	
   

  	
  1.52 to 1.00

  
	
  September
  30, 2002

  	
   

  	
  1.47 to 1.00

  
	
  December 31,
  2002

  	
   

  	
  1.76 to 1.00

  
	
  March 31,
  2003

  	
   

  	
  1.98 to 1.00

  
	
  June 30,
  2003

  	
   

  	
  1.94 to 1.00

  
	
  September
  30, 2003

  	
   

  	
  1.78 to 1.00

  
	
  December 31,
  2003

  	
   

  	
  1.77 to 1.00

  



 


(j)                                     The
Revolving Commitment set forth next to the name of LaSalle on the signature
page to the Credit Agreement is hereby amended and restated in its entirety as
“$28,000,000.”


 


4

















 


3.                                       Conditions
to Amendment Effective Date.  This
Amendment shall become effective and the Fourth Amendment Effective Date shall
occur upon completion of each of the following conditions to the reasonable
satisfaction of each of LaSalle and Bank One:


 


(a)                                  Execution
and Delivery of This Amendment. 
This Amendment shall have been duly executed and delivered by the
parties hereto.


 


(b)                                 Restated
Revolving Note.  The Company shall
have executed and delivered to LaSalle a Second Amended and Restated Revolving
Credit Note in the form attached to this Amendment as Exhibit A.


 


(c)                                  Guarantor
Reaffirmations.  Each of the
Guarantors shall have executed and delivered to the Agent a reaffirmation of
such Guarantor’s obligations under the Guaranty in the form attached to this
Amendment as Exhibit B.


 


(d)                                 Secretary’s
Certificates; Resolutions; Incumbency. 
The Company shall have delivered to the Agent, for the Company and for
each Guarantor, a certificate of the Secretary or Assistant Secretary of the
Company or such Guarantor certifying:


 


(i)                                     the
names, offices and true signatures of the officers of the Company or such
Guarantor authorized to execute, deliver and perform, as applicable, this
Amendment and/or any other instruments, documents or agreements to be entered
into by the Company or such Guarantor in connection herewith; and


 


(ii)                                  true
and correct copies of resolutions of the board of directors of the Company or
such Guarantor approving and authorizing the execution, delivery and
performance by the Company or such Guarantor of this Amendment and/or any other
instruments, documents or agreements to be entered into by the Company or such
Guarantor in connection herewith.


 


(e)                                  Execution
and Delivery of Other Documents. 
The Company and the Guarantors shall execute and deliver any other
document, instrument, certificate or other agreement reasonably requested by
the Agent in connection with this Amendment.


 


4.                                       Reaffirmation
and Confirmation of Security Interest. 
The Company hereby confirms to LaSalle and Bank One that the Company has
granted to the Agent, for the benefit of the Lenders, a security interest in or
lien upon substantially all of its property in order to secure the obligations
of the Company to the Agent and the Lenders pursuant to the Credit
Agreement.  The Company hereby reaffirms
such grant of such security interest and lien to the Agent, for the benefit of
the Lenders, for such purpose in all respects.


 


5.                                       Representation
and Warranties.  To induce LaSalle
and Bank One to enter into this Amendment, the Company hereby represents and
warrants to LaSalle and Bank One that:


 


(a)                                  Since
December 30, 2002, there has been no development or event, which has had or
could reasonably be expected to have a material adverse effect on the Company’s
business or financial condition.  No
Event of Default or Unmatured Event will occur after giving effect to this Amendment.


 


5

















 


(b)                                 The
Company has the corporate power and authority, and the legal right, to make and
deliver this Amendment and each other instrument, document or agreement to be
executed and delivered by it pursuant hereto, and to perform all of its
obligations hereunder and thereunder, and under the Credit Agreement as amended
by this Amendment, and the Company has taken all necessary corporate action to
authorize the execution and delivery of this Amendment and each other
instrument, document or agreement to be executed and delivered by it pursuant
hereto.


 


(c)                                  When
executed and delivered, this Amendment and each other instrument, document or
agreement to be executed and delivered by the Company pursuant hereto, and the
Credit Agreement as amended by this Amendment, will constitute legal, valid and
binding obligations of the Company, enforceable in accordance with their
respective terms, except as enforceability may be affected by bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or
affecting the enforcement of creditors’ rights generally, and by general
equitable principles.


 


(d)                                 No
Unmatured Event or Event of Default exists, taking into account the changes to
the Credit Agreement contemplated by this Amendment, and the representations
and warranties made by the Company and the Continuing Guarantors in the Loan
Documents to which each is a party are true and correct in all material
respects on and as of the date hereof, after giving effect to the effectiveness
of this Amendment and each other instrument, document or agreement to be
executed and delivered by any of them pursuant thereto, as if made on and as of
this date, other than those that relate to an earlier or specific date.


 


6.                                       Miscellaneous.


 


(a)                                  Captions.  Section captions and headings used in this
Amendment are for convenience only and are not part of and shall not affect the
construction of this Amendment.


 


(b)                                 Governing
Law.  This Amendment shall be a
contract made under and governed by the laws of the State of Illinois, without
regard to conflict of laws principles. 
Whenever possible, each provision of this Amendment shall be interpreted
in such a manner as to be effective and valid under applicable law, but if any
provision of this Amendment shall be prohibited by or invalid under such law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Amendment.


 


(c)                                  Severability.  Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.


 


(d)                                 Counterparts;
Facsimile Signature.  This Amendment
may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which shall together constitute but one and the same
document.  This Amendment may be
executed by facsimile signature, and any such facsimile signature by any party
hereto shall be deemed to be


 


6

















 


an original signature and shall
be binding on such party to the same extent as if such facsimile signature were
an original signature.


 


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


 


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


 


(g)                                 Continued
Effectiveness.  Notwithstanding
anything contained herein, the terms of this Amendment are not intended to and
do not serve to effect a novation as to the Credit Agreement, the Notes or any
other Loan Document.  The parties hereto
expressly do not intend to extinguish the Credit Agreement or any other Loan
Document.  Instead, it is the express
intention of the parties hereto to reaffirm the indebtedness created under the
Credit Agreement, as evidenced by the Notes (including the amended and restated
Revolving Note to be executed and delivered pursuant to this Amendment), and as
secured by the collateral described in the Security Documents.  The Loan Documents, except as modified
hereby, remain in full force and effect and are hereby reaffirmed in all
respects.


 


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


 


7

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Fourth Amendment to Amended and
Restated Credit Agreement to be duly executed under seal and delivered by their
respective duly authorized officers on the date first above written.


 


	
   

  	
  APCOA/STANDARD PARKING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
  By:

  	
   

  	
   

  	 

	 
	
   

  	
  Name:

  	
   

  	
   

  	 

	 
	
   

  	
  Title:

  	
   

  	
   

  	 

	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  as Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
  By:

  	
   

  	
   

  	 

	 
	
   

  	
  Name:

  	
   

  	
   

  	 

	 
	
   

  	
  Title:

  	
   

  	
   

  	 

	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK ONE, NA, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
  By:

  	
   

  	
   

  	 

	 
	
   

  	
  Name:

  	
   

  	
   

  	 

	 
	
   

  	
  Title:

  	
   

  	
   

  	 

								



 

















 


EXHIBIT A


 


SECOND
AMENDED AND RESTATED REVOLVING CREDIT NOTE


 


	
  $28,000,000

  	
   

  	
  Originally executed January 11, 2002

  
	
   

  	
   

  	
  Amended and Restated on January
        , 2003

  



 


FOR
VALUE RECEIVED, the undersigned, APCOA/STANDARD PARKING, INC., a Delaware
corporation (the “Borrower”), hereby promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a
national banking association (the “Lender”):


 


(a)                                  prior
to or on the Revolving Credit Termination Date the principal amount of Twenty
Eight Million Dollars ($28,000,000) or, if less, the aggregate unpaid principal
amount of Revolving Credit Loans advanced by the Lender to the Borrower
pursuant to that certain Amended and Restated Credit Agreement dated as of
January 11, 2002, as amended (as further amended, restated, modified or
supplemented and in effect from time to time, the “Credit Agreement”), among
the Borrower, certain lenders which are or may become parties to the Credit
Agreement, and the Lender, as agent for itself and the other lenders; and


 


(b)                                 interest
on the principal balance hereof from time to time outstanding from and after
the Closing Date under the Credit Agreement at the times and at the rates
provided in the Credit Agreement.


 


This Second
Amended and Restated Revolving Credit Note (this “Note”) evidences borrowings
under and has been issued by the Borrower in accordance with the terms of the
Credit Agreement.  This Note amends and
restates in its entirety the Amended and Restated Revolving Credit Note which
was previously executed and delivered by Borrower to Lender on January 11, 2002
(the “Original Revolving Note”) in connection with the Credit Agreement.  The amendment and restatement of such
Original Revolving Note evidenced hereby is pursuant to an increase in the
stated principal amount of the Original Revolving Note.  It is the intent of the parties hereto that
the Original Revolving Note, as restated hereby, shall re-evidence the
Revolving Loans under the Credit Agreement and is in no way intended to
constitute repayment or a novation of any of the Lender Indebtedness which is
evidenced by the Credit Agreement or such Original Revolving Note or any of the
other Loan Documents executed in connection therewith.  The Lender and any holder hereof is entitled
to the benefits of the Credit Agreement, the Security Documents and the other
Loan Documents, and may enforce the agreements of the Borrower contained
therein, and any holder hereof may exercise the respective remedies provided
for thereby or otherwise available in respect thereof, all in accordance with
the respective terms thereof.  All
capitalized terms used in this Note and not otherwise defined herein shall have
the same meanings herein as in the Credit Agreement.


 


The Borrower
irrevocably authorizes the Lender to make or cause to be made, at or about the
time of the making of any Revolving Credit Loan or at the time of receipt of
any payment of principal of this Note, an appropriate notation on the grid
attached to this Note, or the continuation of such grid, or any other similar
record, including computer records, reflecting the making of such Loan or (as
the case may be) the receipt of such payment. 
The outstanding


 

















 


amount of the Revolving Credit Loans set
forth on the grid attached to this Note, or the continuation of such grid, or
any other similar record, including computer records, maintained by the Lender
with respect to any Revolving Credit Loans shall be prima facie evidence of the
principal amount thereof owing and unpaid to the Lender, but the failure to
record, or any error in so recording, any such amount on any such grid, continuation
or other record shall not limit or otherwise affect the obligation of the
Borrower hereunder or under the Credit Agreement to make payments of principal
of and interest on this Note when due.


 


The Borrower
has the right in certain circumstances and the obligation under certain other
circumstances to prepay the whole or part of the principal of this Note on the
terms and conditions specified in the Credit Agreement.


 


If any one or
more Events of Default shall occur and be continuing, the entire unpaid
principal amount of this Note and all of the unpaid interest accrued thereon
may become or be declared due and payable in accordance with the terms and
conditions of the Credit Agreement.


 


No delay or
omission on the part of the Lender or any holder hereof in exercising any right
hereunder shall operate as a waiver of such right or of any other rights of the
Lender or such holder, nor shall any delay, omission or waiver on any one
occasion be deemed a bar or waiver of the same or any other right on any further
occasion.


 


The Borrower
and every endorser and guarantor of this Note or the obligation represented
hereby waives presentment, demand, notice, protest and all other demands and
notices in connection with the delivery, acceptance, performance, default or
enforcement of this Note, and assents to any extension or postponement of the
time of payment or any other indulgence, to any substitution, exchange or
release of collateral and to the addition or release of any other party or
persons primarily or secondarily liable.


 


THIS NOTE AND
THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF ILLINOIS (EXCLUDING
THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).  THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS OR ANY FEDERAL COURT
SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT
AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY
MAIL AT THE ADDRESS SPECIFIED IN SECTION 8.2 OF THE CREDIT AGREEMENT.  THE BORROWER HEREBY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH
COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.


 

















 


IN
WITNESS WHEREOF, the undersigned has caused this
Second Amended and Restated Revolving Note to be signed in its corporate name
by its duly authorized officer as of the day and year first above written.


 


 


	
   

  	
  APCOA/STANDARD PARKING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	 
	
   

  	
  By:

  	
   

  
	 
	
   

  	
  Name:

  	
   

  
	 
	
   

  	
  Title:

  	
   

  
						



 

















 


	
  Date

  	
   

  	
  Amount of Loan

  	
   

  	
  Type of

  Loan*

  	
   

  	
  Interest

  Rate

  	
   

  	
  Interest Period

  (if applicable)

  	
   

  	
  Amount of Principal

  Paid, Prepaid or

  Converted

  	
   

  	
  Balance of Principal

  Unpaid

  	
   

  	
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*                                         LIBOR or Adjusted Corporate Base Rate


 

















 


EXHIBIT B


 


REAFFIRMATION AGREEMENT


 


This
Reaffirmation Agreement (this “Agreement”) is dated as of January
    , 2003, and is made jointly and severally by the
entities which are signatories hereto (the “Guarantors”) in favor of LaSalle
Bank National Association, a national banking association, as agent (the
“Agent”) under the Credit Agreement referred to below, for the benefit of Agent
and the “Lenders” under such Credit Agreement.


 


W I T N E S S E T H:


 


WHEREAS,
APCOA/Standard Parking, Inc., a Delaware corporation (the “Borrower”) is
indebted to the “Lenders” under that certain Amended and Restated Credit
Agreement dated as of January 11, 2002, as amended (as further amended,
restated, modified or supplemented and in effect on the date hereof, the
“Credit Agreement”) and the “Notes” referred to therein; and


 


WHEREAS, in
connection and concurrently with Borrower’s execution of the Credit Agreement
and the Notes, the Guarantors entered into that certain Amended and Restated
Guaranty in favor of the Agent, for the benefit of the Agent and the Lenders
(the same, as it may be amended, restated, modified or supplemented and in
effect from time to time being herein referred to as the “Guaranty”) providing
for the guaranty by the Guarantors of Borrower’s obligations under the Credit
Agreement, the Notes, and the other “Loan Documents” (as such term is defined
in the Credit Agreement); and


 


WHEREAS, in
connection and concurrently with Borrower’s execution of the Credit Agreement
and the Notes, and from time to time thereafter, the Guarantors have entered
into certain “Security Documents” (as such term is defined in the Credit
Agreement) granting a Lien on substantially all of the Guarantors’ assets to
secure Borrower’s obligations under the Credit Agreement, the Notes and the
other Loan Documents; and


 


WHEREAS,
Borrower has requested that Agent and the Lenders amend the Credit Agreement in
certain respects, all as set forth in that certain Fourth Amendment to Amended
and Restated Credit Agreement dated as of January
     , 2003 by and among the Borrower, the Lenders and
the Agent (the “Fourth Amendment”) and the Second Amended and Restated
Revolving Credit Note referred to in the Fourth Amendment (the “Restated
Revolving Note”); and


 


WHEREAS, the
Lenders and the Agent are agreeable to such requests, subject to certain terms
and conditions and provided, among other things, that the Guarantors
concurrently execute and deliver this Reaffirmation Agreement; and


 


WHEREAS, the
Guarantors desires to induce the Lenders and the Agent to take such actions and
are therefore willing to execute and deliver this Reaffirmation Agreement in
favor of the Agent for the benefit of the Lenders and the Agent;


 


NOW,
THEREFORE, the Guarantors hereby jointly and severally agree as follows:


 

















 


1.                                       Reaffirmation
of Guaranty and Security Documents. 
The Guaranty and each Security Document is hereby reaffirmed as of the
date hereof in all respects jointly and severally by each of the Guarantors,
and shall continue from and after the date hereof and shall remain in full
force and effect from and after the date hereof, and the obligations guaranteed
under the Guaranty and secured pursuant to the Security Documents shall include
the Borrower’s obligations under the Credit Agreement as amended by the Fourth
Amendment and under the Restated Revolving Note.


 


2.                                       Reaffirmation
and Confirmation of Security Interest. 
Each Guarantor hereby confirms to LaSalle and Bank One that such
Guarantor has granted to the Agent, for the benefit of the Agent and the
Lenders, a security interest in or lien upon substantially all of its property
in order to secure the obligations of the Borrower to the Agent and the Lenders
pursuant to the Credit Agreement.  Each
Guarantor hereby reaffirms such grant of such security interest and lien to the
Agent, for the benefit of the Agent and the Lenders, for such purpose in all
respects.


 


3.                                       Representations
and Warranties.  To induce LaSalle
and Bank One to enter into the Fourth Amendment, the Guarantors hereby jointly
and severally represent and warrant to the Agent, for the benefit of the Agent
and the Lenders, that:


 


(a)                                  Since
September 30, 2002, there has been no development or event, which has had or
could reasonably be expected to have a material adverse effect on any
Guarantor’s or the Borrower’s business or financial condition.  No Event of Default or Unmatured Event will
occur after giving effect to the Fourth Amendment.


 


(b)                                 Each
Guarantor has the corporate or limited liability company power and authority,
and the legal right, to make and deliver this Agreement and has taken all
necessary corporate or limited liability company action to authorize the
execution and delivery of this Agreement.


 


(c)                                  This
Agreement and the Guaranty each constitute legal, valid and binding obligations
of the Guarantors, enforceable in accordance with their respective terms,
except as enforceability may be affected by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting the
enforcement of creditors’ rights generally, and by general equitable
principles.


 


(d)                                 No
Unmatured Event or Event of Default exists and the representations and
warranties made by the Borrower and the Guarantors in the Loan Documents to
which each is a party are true and correct in all material respects on and as
of the date hereof, after giving effect to the effectiveness of the Fourth
Amendment and each other instrument, document or agreement to be executed and
delivered by any of them pursuant thereto, as if made on and as of this date,
other than those that relate to an earlier or specific date.


 


4.                                       Governing
Law.  This Agreement shall be
governed and construed in accordance with the internal laws and decisions of
the state of Illinois, without regard to the conflict of laws provisions
thereof.  Whenever possible, each
provision of this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of this


 

















 


Agreement shall be prohibited by or invalid
under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.


 


5.                                       Captions.  Section captions and headings used in this
Agreement are for convenience only and are not part of and shall not affect the
construction of this Agreement.


 


6.                                       Counterparts;
Facsimile Signature.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which shall together constitute but one and the same
document.  This Agreement may be
executed by facsimile signature, and any such facsimile signature by any party
hereto shall be deemed to be an original signature and shall be binding on such
party to the same extent as if such facsimile signature were an original
signature.


 


7.                                       Successors
and Assigns.  This Agreement shall
be binding upon the parties hereto and their respective successors and assigns,
and shall inure to the benefit of such parties and their respective successors
and assigns.


 


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


 

















 


IN WITNESS
WHEREOF, the undersigned have each executed this Reaffirmation Agreement as of
the date first above written.


 


	
  AP Holdings, Inc.

  	
  Tower Parking, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  APCOA Bradley Parking Company, LLC

  	
  Virginia Parking Service, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  APCOA LaSalle Parking Company, LLC

  	
  Hawaii Parking Maintenance, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Standard Auto Park, Inc.

  	
  Standard Parking Corporation IL

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title: