Exhibit 10.1.5


 


FIFTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS FIFTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT (this  “Amendment”)
is made and entered into as of the        day of
February, 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:


 


“Fifth 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
Fifth Amendment Effective Date, the Credit Agreement shall be amended as
follows:


 


(A)                              The definition of
“Revolving Credit Termination Date” in Section 1.1 of the Credit Agreement
shall be amended and restated in its entirety as follows:


 


“Revolving Credit
Termination Date” shall mean the earlier to occur of (i) March 8, 2004, and
(ii) the date on which the Revolving Commitments shall be terminated pursuant
to Section 2.2 or 6.2.


 


(B)                                Section 3.1(a) of the
Credit Agreement shall be amended and restated in its entirety as follows:


 

















 


(a)                                  Unless
earlier payment is permitted or required under this Agreement, the Company
shall pay to the Agent, for the benefit of the Lenders, (i) on the Revolving
Credit Termination Date, the entire outstanding principal amount of the
Revolving Credit Advances, (ii) on or before April 30, 2003, $5,000,000 of the
outstanding principal balance of the Term Loan, and (iii) on the Term Loan
Termination Date, the entire outstanding principal amount of the Term
Loan.  If the Revolving Credit Advances
at any time exceed the amount allowed pursuant to Section 2.1(c), the Company
shall prepay the Revolving Credit Advances by an amount equal to or, at its
option, greater than such excess.


 


(C)                                Section 3.2(c) of the
Credit Agreement shall be amended and restated in its entirety as follows:


 


(c)                                  With
respect to the Term Loan, interest shall accrue and be payable as follows,
except as otherwise set forth below:


 


(i)                                     for
the period from the Closing Date to but excluding March 1, 2003, (x) at the
rate of 91⁄2% per annum, payable in arrears on each Interest Payment Date, plus
(y) 31⁄2% per annum, which shall not be compounded and which shall be payable
only on the Term Loan Termination Date or earlier maturity, whether pursuant to
permitted prepayment, acceleration or otherwise; and


 


(ii)                                  for
the period including and after March 1, 2003, (x) at the rate of 111⁄2% per
annum, payable in arrears on each Interest Payment Date, plus (y) 31⁄2% per
annum, which shall not be compounded and which shall be payable only on the
Term Loan Termination Date or earlier maturity, whether pursuant to permitted
prepayment, acceleration or otherwise.


 


The interest in respect of the Term Loan
applicable under clause (i)(x) or (ii)(x) preceding (as applicable) is referred
to herein as the “Payable Interest Rate” and the interest in respect of the
Term Loan applicable under clause (i)(y) or (ii)(y) preceding (as applicable)
is referred to herein as the “Accruing Interest Rate”.  Notwithstanding the foregoing provisions of
this Section 3.2(c), if Bank One is replaced in full as the holder of the Term
Loan prior to May 1, 2003 and all Lender Indebtedness owing to Bank One by the
Borrower or any of its Subsidiaries under the Credit Agreement or any other
Loan Document is paid in full in cash by such date (other than contingent
reimbursement and indemnity obligations which by the terms of the Credit
Agreement or the other Loan Documents are stated to survive), then the interest
provisions applicable to interest on the Term Loan described in clause (ii)
shall not apply with respect to any period after Bank One has been replaced in
full as the holder of the Term Loan and its Lender Indebtedness has been paid
in full in cash as described above, and Bank One shall refund to the Company
any interest received by Bank One with respect to the period from March 1, 2003
through April 30, 2003 in excess of


 


2

















 


the amount of interest which would have been
payable with respect to such period under clause (i) preceding.


 


3.                                       Conditions to
Amendment Effective Date.  This
Amendment shall become effective and the Fifth 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)                                Second
Restated Term Note.  The Company
shall have executed and delivered to Bank One a Second Amended and Restated
Term 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.


 


(F)                                 Amendment
Fee.  The Company shall have paid to
the Agent for distribution to Bank One an amendment fee in the amount of
$37,500 in consideration of Bank One’s agreement to amend the Term Loan as
provided herein.  Such fee shall be
fully earned and non-refundable upon the occurrence of the Fifth Amendment
Effective Date.


 


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.  


 


3

















 


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.


 


(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.


 


4

















 


(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 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 Second Amended And
Restated Term 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.]


 


5

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Fifth 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


 


ALL INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO OTHER
INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE
SUBJECT TO THE TERMS OF, THE SUBORDINATION AGREEMENT, DATED AS OF JANUARY 11,
2001 (THE “SUBORDINATION AGREEMENT”), AS THE SAME MAY BE AMENDED, RESTATED,
MODIFIED OR SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, BY AND AMONG BANK
ONE, NA, APCOA/STANDARD PARKING, INC. AND LASALLE BANK NATIONAL ASSOCIATION.


 


SECOND AMENDED AND
RESTATED TERM NOTE


 


	
  $15,000,000

  	
  Originally executed January 11, 2002

  
	
   

  	
  Amended and Restated on December 30, 2002

  
	
   

  	
  Amended and Restated Further on February
       , 2003

  



 


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


 


(a)                                  the
principal amount of Fifteen Million Dollars ($15,000,000), payable in one
principal installment of $5,000,000 on April 30, 2003, with the remaining
entire outstanding principal amount due and payable on the Term Loan
Termination Date, as provided in that certain Amended and Restated Credit
Agreement dated as of January 11, 2001 (as amended, restated, modified or
supplemented and in effect from time to time, the “Credit Agreement”), among
the Borrower, the Lender and certain other lenders which are or may become
parties to the Credit Agreement, and LaSalle Bank National Association, a
national banking association, 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 Term Note
evidences borrowings under and has been issued by the Borrower in accordance
with the terms of the Credit Agreement. 
This Second Amended and Restated Term Note amends and restates in its
entirety the Term Note which was previously executed and delivered by Borrower
to Lender on January 11, 2002 as amended and restated by that certain Amended
And Restated Term Note dated December 30, 2002 (the “First Restated Term
Note”).  The amendment and restatement
of such First Restated Term Note evidenced hereby is pursuant to a change in
the scheduled date for payment of the first installment of principal of the
indebtedness evidenced hereby and thereby. 
It is the intent of the parties hereto that such First Restated Term
Note, as restated hereby, shall re-evidence the Term 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 First Restated Term Note (or the original Term Note restated thereby) 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 Second Amended And Restated Term Note and not otherwise defined
herein shall have the same meanings herein as in the Credit Agreement.


 


If any one or more Events of Default shall
occur and be continuing, the entire unpaid principal amount of this Second
Amended And Restated Term Note and all of the unpaid interest accrued thereon
may become or be declared due and payable in the manner and with the effect
provided in 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 Second Amended And Restated Term 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 Second Amended And Restated Term 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 SECOND AMENDED AND RESTATED TERM 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 SECOND AMENDED AND RESTATED TERM 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 Term 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:

  	
   

  
				



 

















 


EXHIBIT B


 


REAFFIRMATION AGREEMENT


 


This Reaffirmation Agreement (this
“Agreement”) is dated as of February      , 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 Fifth Amendment to Amended and Restated Credit Agreement
dated as of February      , 2003 by and among the Borrower,
the Lenders and the Agent (the “Fifth Amendment”) and the Second Amended And
Restated Term Note referred to in the Fifth Amendment (the “Second Restated
Term 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 Fifth
Amendment and under the Second Restated Term 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 Fifth 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
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 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 Fifth Amendment and the Second Restated Term
Note.


 


(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 Fifth
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: