Exhibit 2.1





EXECUTION





ASSET
PURCHASE AGREEMENT




AMONG




PCAA
PARENT, LLC,


a
Delaware limited liability company,




ITS
SUBSIDIARIES LISTED ON THE SIGNATURE PAGES HERETO




AND




COMMERCIAL
FINANCE SERVICES 2907 INC.


a
Delaware corporation




Dated as
of April 29, 2010




Strictly
Confidential








Table of
Contents




PageARTICLE
      I DEFINITIONS
              21.1
              Certain
      Definitions
              21.2
              Terms
      Defined Elsewhere in this Agreement
              111.3
              Other
      Definitional and Interpretive Matters
              13ARTICLE
      II PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES
              142.1
              Purchase
      and Sale of Assets
              142.2
              Excluded
      Assets
              162.3
              Assumption
      of Liabilities
              172.4
              Excluded
      Liabilities
              172.5
              Cure
      Amounts and Trade Payables
              182.6
              Further
      Conveyances and Assumptions
              192.7
              Bulk
      Sales Laws
              19ARTICLE
      III CONSIDERATION
              193.1
              Consideration
              193.2
              Purchase
      Price Deposit
              203.3
              Payment
      of Purchase Price; Allocation of Proceeds
              213.4
              Additional
      Escrow Amount
              21ARTICLE
      IV CLOSING AND TERMINATION
              214.1
              Closing
      Date
              214.2
              Deliveries
      by the Sellers
              214.3
              Deliveries
      by Purchaser
              224.4
              Termination
      of Agreement
              234.5
              Procedure
      Upon Termination
              244.6
              Effect
      of Termination
              24ARTICLE
      V REPRESENTATIONS AND WARRANTIES OF THE SELLERS
              255.1
              Organization
      and Good Standing
              255.2
              Authorization
      of Agreement
              255.3
              Conflicts;
      Consents of Third Parties
              265.4
              Financial
      Statements
              265.5
              Tangible
      Personal Property
              265.6
              Absence
      of Certain Developments
              275.7
              Taxes
              275.8
              Real
      Property
              285.9
              Intellectual
      Property
              295.10
              Material
      Contracts
              30




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i




5.11
              Labor
      and Employee Benefits
              315.12
              Litigation
              325.13
              Compliance
      with Laws; Permits
              325.14
              Environmental
      Matters
              335.15
              Title
      to Purchased Assets; Status of Owned Real Property and Leased Real
      Property
              335.16
              Related-Party
      Transactions
              335.17
              Financial
      Advisors
              335.18
              No
      Other Representations or Warranties; Schedules
              34ARTICLE
      VI REPRESENTATIONS AND WARRANTIES OF PURCHASER
              346.1
              Organization
      and Good Standing
              346.2
              Authorization
      of Agreement
              356.3
              Conflicts;
      Consents of Third Parties
              356.4
              Litigation
              356.5
              Financial
      Advisors
              366.6
              Financial
      Capability
              366.7
              Condition
      of the Business
              366.8
              Bankruptcy
              37ARTICLE
      VII BANKRUPTCY COURT MATTERS
              377.1
              Intentionally
      Omitted
              377.2
              Non-Solicitation
              377.3
              Bankruptcy
      Court Filings
              387.4
              Filing
      of Proposed Sale Order
              39ARTICLE
      VIII COVENANTS
              408.1
              Access
      to Information
              408.2
              Conduct
      of the Business Pending the Closing
              418.3
              Consents
              438.4
              Regulatory
      Approvals
              448.5
              Confidentiality
              458.6
              Preservation
      of Records
              458.7
              Publicity
              458.8
              Use
      of Name
              468.9
              Schedules
              468.10
              Title
      of Owned Real Property and Leased Real Property
              468.11
              Permits
      and Licenses
              48ARTICLE
      IX EMPLOYEES AND EMPLOYEE BENEFITS
              489.1
              Employment
              48


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9.2
              Employee
      Benefits
              49ARTICLE
      X CONDITIONS TO CLOSING
              5010.1
              Conditions
      Precedent to Obligations of Purchaser
              5010.2
              Conditions
      Precedent to Obligations of the Sellers
              5010.3
              Conditions
      Precedent to Obligations of Purchaser and the Sellers
              5110.4
              Frustration
      of Closing Conditions
              51ARTICLE
      XI TAXES
              5211.1
              Transfer
      Taxes
              5211.2
              Purchase
      Price Allocation
              52ARTICLE
      XII MISCELLANEOUS
              5212.1
              No
      Survival of Representations and Warranties
              5212.2
              No
      Consequential Damages
              5212.3
              Expenses
              5312.4
              Injunctive
      Relief
              5312.5
              Submission
      to Jurisdiction; Consent to Service of Process
              5312.6
              Waiver
      of Right to Trial by Jury
              5312.7
              Entire
      Agreement; Amendments and Waivers
              5412.8
              Governing
      Law
              5412.9
              Notices
              5412.10
              Severability
              5512.11
              Binding
      Effect; Assignment
              5512.12
              Non-Recourse
              5512.13
              Counterparts
              5612.14
              Special
      Limited Indemnity
              5612.15
              Release
      of Purchaser
              56




EXHIBITS




Exhibit A
            Intentionally
      OmittedExhibit B
            Form
      of Sale OrderExhibit C
            Form
      of Transition Services AgreementExhibit D
            Form
      of Assignment and Bill of Sale and Form of Trademark
      AssignmentExhibit E
            Form
      of Assumption AgreementExhibit F
            Commitment
      LettersExhibit G
            Modifications
      to Chapter 11 Plan


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Confidential


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ASSET
PURCHASE AGREEMENT




ASSET
PURCHASE AGREEMENT, dated as of April 29, 2010 (this “Agreement”), among
PCAA Parent, LLC, a Delaware limited liability company (“PCAA Parent”), the
Subsidiaries of PCAA Parent set forth on the signature pages hereto (together
with PCAA Parent, the “Sellers”), Parking
Company of America Airports Holdings, LLC, a Delaware limited liability company
(solely with respect to Section 3.3(b)), and
Commercial Finance Services 2907 Inc., a Delaware corporation (“Purchaser”).  Capitalized
terms used in this Agreement but not otherwise defined herein shall have the
meanings ascribed to them in Section 1.1.




WITNESSETH:




WHEREAS,
the Sellers presently conduct the Business;




WHEREAS,
the Sellers desire to sell, transfer and assign to Purchaser, and Purchaser
desires to purchase, acquire and assume from the Sellers, pursuant to sections
363 and 365 of chapter 11, title 11 of the United States Code, 11 U.S.C.
§ 101 - 1532 (the “Bankruptcy Code”),
all of the Purchased Assets and Assumed Liabilities, all as more specifically
provided herein;




WHEREAS,
the Sellers filed voluntary petitions for relief under chapter 11 of the
Bankruptcy Code (the “Bankruptcy Case”) in
the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”)
and became debtors-in-possession under the Bankruptcy Code;




WHEREAS,
on March 31, 2010, the Sellers, in consultation with the Committee (as defined
in the Bidding Procedures), determined, and provided written notice to
Purchaser, that Purchaser was a “Qualified Bidder” (as such term is defined in
the Bidding Procedures);




WHEREAS,
on April 21, 2010, Purchaser submitted to the Sellers an Asset Purchase
Agreement (together with Exhibits and Schedules attached thereto) (the “Purchaser’s April 21
Bid”), which was subsequently revised on April 23, 2010 based on certain
comments provided by the Sellers and also included a new Annex G attached
thereto (the Purchaser’s April 21 Bid, together with the revised Asset
Purchase Agreement and new Annex G thereto, the “Purchaser’s April 23
Bid”);




WHEREAS,
on April 23, 2010, the Sellers, in consultation with the Committee (as such term
is defined in the Bidding Procedures), determined that Purchaser’s April 23
Bid was a “Qualified Bid” (as such term is defined in the Bidding Procedures),
and therefore allowed Purchaser to participate in the Auction (as such term is
defined in the Bidding Procedures);




WHEREAS,
on April 23, 2010, the Sellers, in consultation with the Committee, also
determined that Purchaser’s April 23 Bid was the “Baseline Bid” (as such
term is defined in the Bidding Procedures) for the Auction;




WHEREAS,
on April 27, 2010, the Sellers conducted the Auction and determined that
Purchaser’s April 23 Bid (as amended and modified at the Auction) was the
highest and best offer from among the Qualified Bids submitted at the
Auction;




WHEREAS,
at the end of the Auction, the Sellers, in consultation with the Committee,
determined that Purchaser was the Successful Bidder (as such term is defined in
the Bidding Procedures); and


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WHEREAS,
the transactions contemplated by this Agreement (the “Transactions”) will
be consummated in connection with a plan of liquidation and pursuant to the
Bidding Procedures Order and pursuant to a Sale Order (each as defined below) to
be entered in the Bankruptcy Case under Sections 363, 365 and other applicable
provisions of the Bankruptcy Code, and the Transactions and this Agreement are
subject to the approval of the Bankruptcy Court.




NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter contained, the parties hereby agree as
follows:




ARTICLE
I




DEFINITIONS




1.1           Certain
Definitions.




For
purposes hereof, the following terms shall have the meanings specified in this
Section
1.1:




“Affiliate” means,
with respect to any Person, any other Person that, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person, and the term “control” (including the terms
“controlled by” and “under common control with”) means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through ownership of voting securities, by
contract or otherwise.




“Avoidance Actions”
means all claims, causes of action and rights of the Sellers under Sections 544
through 553 of  the Bankruptcy Code (other than any claims, causes of
action or rights of the Sellers set forth on Schedule
2.1(i)).




“Avoidance Action
Release” means a full and irrevocable release, by each Seller, on behalf
of itself and its bankruptcy estate, in form and substance to Purchaser’s
satisfaction, of all claims, causes of action and rights of the Sellers under
Sections 544 through 553 of the Bankruptcy Code contained on Schedule 2.1(i),
which shall have been approved by the Sale Order and which release shall be
enforceable by Purchaser.




“Bidding Procedures”
means the bidding procedures attached as Exhibit A to the Bidding Procedures
Order.




“Bidding Procedures
Order” means that certain Order (i) Approving Bidding Procedures In
Connection With The Sale Of Certain Assets, (ii) Authorizing PCAA To Enter Into
An Asset Purchase Agreement In Connection Therewith, (iii) Approving Break-Up
Fee And Expense Reimbursement Protections, (iv) Scheduling Auction and Hearing
Dates, and (v) Granting Other Related Relief, entered by the Bankruptcy Court on
February 17, 2010 [Docket No. 131].




“Bid Due Date” means
April 21, 2010.




“Business” means all
businesses conducted by the Sellers on or before the date hereof, including the
ownership and operation of 31 off-site airport parking facilities in 14 states,
covering approximately 42,593 parking spaces.


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“Business Day” means
any day of the year on which national banking institutions in New York are open
to the public for conducting business and are not required or authorized to
close.




“Car on Lot Revenue”
means payments to be made by customers of the Sellers following the Closing for
services performed by the Sellers prior to the Closing.




“Chapter 11 Plan”
means the First Amended Joint Chapter 11 Plan of PCAA Parent, LLC and Its
Affiliated Debtors and Debtors in Possession, dated as of April 15, 2010, as may
be modified; provided that any
such modifications that are adverse to Purchaser must be acceptable to Purchaser
in its sole discretion; provided further that the
Sellers shall use their reasonable efforts for the Chapter 11 Plan for which the
Confirmation Order is entered to include the modifications included in Exhibit G attached
hereto.




“Code” means the
Internal Revenue Code of 1986, as amended.




“Collective Bargaining
Agreement” means any collective bargaining agreement or other written
agreement, understanding or mutually recognized past practice with respect to
Employees, between any of the Sellers and any labor organization (including the
collective bargaining agreements listed on Schedule 5.11(a) and
any amendments, modifications or renewals thereof).




“Confirmation Date”
means the date upon which the Bankruptcy Court enters the Confirmation Order on
the docket of the Sellers’ Bankruptcy Case(s), within the meaning of Bankruptcy
Rules 5003 and 9021.




“Confirmation Order”
means the order of the Bankruptcy Court confirming the Chapter 11 Plan proposed
by the Debtors pursuant to section 1129 of the Bankruptcy Code; provided, however, that the
Confirmation Order shall provide for the transactions contemplated hereunder and
include a proposed finding that the sale to Purchaser of the Purchased Assets
shall be free and clear of any stamp or similar Taxes under section 1146(c) of
the Bankruptcy Code and shall further provide that, notwithstanding the
foregoing, any Transfer Taxes owed which are not otherwise disposed of by the
Confirmation Order shall be paid solely by the Sellers.  The
Confirmation Order shall be in form and substance reasonably acceptable to
Purchaser.




“Contract” means any
contract, license, Collective Bargaining Agreement, commitment, indenture, note,
bond, lease or other agreement or binding arrangement or understanding, whether
written or oral, including airport access agreements, customer agreements and
other similar agreements arising therefrom or relating thereto.




“Copyright” means,
collectively:




(i)
            all
      original works of authorship fixed in any tangible medium of
      expression;




(ii)
            all
      right, title, and interest therein, thereto, and
    thereunder;




(iii)
            all
      registrations, applications for registration, and recordings thereof,
      including all registrations, applications for registration, and recordings
      thereof in or with the United States Copyright Office or any other similar
      Governmental Body of the United States of America, any State thereof, or
      any other country or any political subdivision
  thereof;


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(iv)
            all
      extensions and renewals thereof;




(v)
            all
      licenses thereof;




(vi)
            all
      rights therein provided by international treaties and
      conventions;




(vii)
            all
      rights of action arising therefrom;
and




(viii)
            all
      claims for damage by reason of any past, present, or future infringement,
      misuse, or misappropriation
thereof.




“Documents” means all
files, documents, instruments, papers, books, reports, records, photographs,
letters, budgets, forecasts, ledgers, journals, title policies, customer lists,
regulatory filings, operating data and plans, technical documentation (design
specifications, functional requirements, operating instructions, logic manuals,
flow charts, etc.), user documentation (installation guides, user manuals,
training materials, release notes, working papers, etc.), marketing
documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other
similar materials related to the Business and the Purchased Assets, in each case
whether or not in electronic form.




“Employees” means all
individuals, whether or not actively at work, who are employed by any Sellers as
of the date hereof in connection with the Business, together with individuals
who are hired in respect of the Business after the date hereof and prior to the
Closing.




“Environmental Law”
means any federal, state or local statute, regulation, ordinance, or rule of
common law currently in effect relating to the protection of human health and
safety or the environment or natural resources including, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601
et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean
Water Act (33 U.S.C. § 1251 et seq.), the Clean Air
Act (42 U.S.C. § 7401 et seq.), the Toxic
Substances Control Act (15 U.S.C. § 2601 et seq.), the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), and the
Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), and the
regulations promulgated pursuant thereto.




“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.




“Escrow Agreement”
means the Escrow Agreement, dated as of the Bid Due Date, entered into by and
among the Escrow Agent, the Sellers and Purchaser.




“GAAP” means generally
accepted accounting principles in the United States as of the date
hereof.




“Governmental Body”
means any government or governmental or regulatory body thereof, or political
subdivision thereof, whether federal, state, or local, or any agency,
instrumentality or authority thereof, or any court or arbitrator (public or
private), and shall include the Bankruptcy Court.




“Hazardous Material”
means any substance, material or waste which is regulated as hazardous or toxic
by any Governmental Body including, petroleum and its by products, asbestos, and
any material or substance which is defined as a “hazardous waste”, “hazardous
substance”, “hazardous material”, “restricted hazardous waste”, “industrial
waste”, “solid waste”, “contaminant”, “pollutant”, “toxic waste” “discharge”, or
“toxic substance” under any provision of Environmental Law.


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“HSR Act” means the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.




“Indebtedness” of any
Person means (i) the principal and premium (if any) in respect of indebtedness
of such Person for borrowed money, (ii) the principal and premium (if any) in
respect of indebtedness evidenced by notes, bonds, debentures or similar
instruments for the payment of which such Person is responsible or liable, (iii)
all obligations of such Person issued or assumed as the deferred purchase price
of property, all conditional sale obligations of such Person and all obligations
of such Person under any title retention agreement (but excluding trade accounts
payable and other accrued current liabilities arising in the Ordinary Course of
Business), (iv) all obligations of such Person under leases required to be
capitalized in accordance with GAAP, (v) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker’s acceptance or
similar credit transaction, (vi) all obligations of the types referred to in
clauses (i) through (v) of any Persons for the payment of which such Person is
responsible or liable, directly or indirectly, as obligor, guarantor, surety or
otherwise, and (vii) all obligations of the types referred to in clauses (i)
through (vi) of other Persons secured by any Lien on any property or asset of
such Person (whether or not such obligation is assumed by such
Person).




“Intellectual
Property” means, collectively:




(i)
            all
      intellectual or other intangible personal property other than Copyrights,
      Patents, and Trademarks, including to the extent not constituting
      Copyrights, Patents, or Trademarks
all:




(A)
            inventions
      (whether or not patentable, whether or not reduced to practice, and
      whether or not yet made the subject of a pending patent application or
      applications);




(B)
            ideas,
      discoveries, and conceptions of potentially patentable subject matter,
      including any patent disclosures (whether or not reduced to practice, and
      whether or not yet made the subject of a pending patent application or
      applications);




(C)
            moral
      rights, including rights of paternity and integrity, and waivers of such
      rights by others;




(D)
            Software
      and Technology;




(E)
            universal
      resource locators and other Internet address identifiers, including
      top-level Internet domain names;




(F)
            Trade
      Secrets and other confidential, technical, and business information of any
      kind, including ideas, formulas, compositions, inventions, discoveries,
      and conceptions of inventions whether patentable or unpatentable and
      whether or not reduced to practice;


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(G)
            whether
      or not confidential, technology (including know-how and show-how),
      manufacturing and production processes and techniques, research and
      development information, drawings, specifications, designs, plans, flow
      charts, coding sheets, proposals, technical data, financial, marketing,
      and business data, pricing and cost information, business and marketing
      plans, and customer, prospect, and supplier lists and information;
      and




(H)
            copies
      and tangible embodiments of all of the foregoing, in whatever form or
      medium;




(ii)
            all
      right, title, and interest therein, thereto, and thereunder, including all
      common Law rights therein;




(iii)
            all
      licenses thereof;




(iv)
            all
      rights therein provided by international treaties and
      conventions;




(v)
            all
      rights of action arising therefrom;
and




(vi)
            all
      claims for damage by reason of any past, present, or future infringement,
      misuse, or misappropriation
thereof.




“Intellectual Property
Licenses” means (i) any grant to a third Person of any right to use any
of the Intellectual Property, Copyrights, Patents or Trademarks owned by the
Sellers, and (ii) any grant to any of the Sellers of a right to use a third
Person’s Intellectual Property Copyrights, Patents or Trademarks in connection
with the operation of the Business.




“IRS” means the
Internal Revenue Service.




“Knowledge of Seller”
means the knowledge, assuming reasonable due inquiry based on such Person’s
title, of Charles Huntzinger, Mark Shapiro and Ethan Spiegelberg.




“Law” means any
federal, state or local law, statute, code, ordinance, rule or
regulation.




“Legal Proceeding”
means any judicial, administrative or arbitral actions, suits, proceedings
(public or private) or claims or any proceedings by or before a Governmental
Body.




“Liability” means any
debt, loss, damage, adverse claim, liability or obligation (whether direct or
indirect, known or unknown, asserted or unasserted, absolute or contingent,
accrued or unaccrued, liquidated or unliquidated, or due or to become due, and
whether in contract, tort, strict liability or otherwise), and including all
costs and expenses relating thereto.




“Lien” means any lien,
encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease,
charge, option, right of first refusal, right of first offer, covenant, right of
way, easement, servitude, proxy, voting trust or agreement, transfer restriction
under any shareholder or similar agreement or encumbrance, or any other
restriction or limitation whatsoever.




“Management Incentive
Plan” means the Parking Company of America Airports, LLC Key Employee
Incentive Plan, approved by that certain Order Pursuant to 11 U.S.C.
§§ 363(b), 503(c)(3) and 105, Authorizing and Approving PCAA Sale-Related
Employee Incentive Plan and Payments [Docket No. 208] entered by the Bankruptcy
Court on March 17, 2010.


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“Material Adverse
Effect” means any circumstance, event, change, state of facts, occurrence
or effect (each, an “Effect”) that (i) has
been or would reasonably be expected to be materially adverse to the business,
assets, properties, results of operations or condition (financial or otherwise)
of the Purchased Assets, the Assumed Liabilities and the Business (taken as a
whole) to the extent acquired or to be acquired by Purchaser hereunder, or (ii)
prevents or would reasonably be expected to prevent the ability of the Sellers
to consummate the transactions contemplated hereby or perform their obligations
hereunder, but excluding, for purposes of clause (i), Effects
resulting from or relating to (a) any change in the United States or foreign
economies or securities or financial or credit markets in general relative to
their financial state as of October 30, 2009; (b) the industries and/or markets
in which the Business operates (except to the extent any such Effects have a
materially disproportionate effect on the Business (taken as a whole)); (c)
earthquakes, hostilities, acts of war, sabotage, terrorism, military actions or
any escalation or material worsening of any such acts or events existing or
underway as of the date hereof; (d) the execution or delivery of this Agreement
or the transactions contemplated hereby or the public announcement thereof; (e)
any action required to be taken pursuant to this Agreement or any action taken
by, or pursuant to the written request or with the prior written consent of,
Purchaser; or (f) the filing of, or the pendency of, the Bankruptcy Case, and
any action approved by, or motion made before, the Bankruptcy
Court.




“Order” means any
order, injunction, judgment, decree, ruling, writ, assessment or arbitration
award of a Governmental Body.




“Ordinary Course of
Business” means the ordinary and usual course of normal day-to-day
operations of the Business through the date hereof consistent with past
practice.




“Patents” means,
collectively:




(1)
            all
      interests patent or similar rights under the Laws of the United States of
      America or any other country or any political subdivision
      thereof;




(2)
            all
      right, title, and interest therein, thereto, and
    thereunder;




(3)
            all
      patents, patent applications, registrations, applications for
      registration, and recordings thereof, including all registrations,
      applications for registration, and recordings thereof in or with the
      United States Patent and Trademark Office or any other similar
      Governmental Body of the United States of America, any State thereof, or
      any other country or any political subdivision
  thereof;




(4)
            all
      extensions, renewals, reissues, divisions, continuations,
      continuations-in-part, and reexaminations
  thereof;




(5)
            all
      licenses thereof;




(6)
            all
      rights therein provided by international treaties and
      conventions;




(7)
            all
      rights of action arising therefrom;
and




(8)
            all
      claims for damage by reason of any past, present, or future infringement,
      misuse, or misappropriation
thereof.


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“Permits” means any
approvals, permits, Orders, authorizations, consents, registrations, licenses,
variances or certificates of a Governmental Body.




“Permitted DIP
Financing” means debtor-in-possession financing, provided that no
lender with respect to such financing may be a bidder in connection with
the transactions contemplated hereunder, and any such financing shall not
prohibit, or be on terms that would materially adversely affect or impair
the Sellers’ ability to enter into or consummate, the transactions contemplated
hereunder; provided further, that
notwithstanding anything to the contrary, any of the Sellers’ current secured
lender(s) shall be permitted to provide such financing notwithstanding the fact
that such lender(s) may be a bidder.




“Permitted Exceptions”
means (i) all tenancies, defects, exceptions, covenants, conditions,
restrictions, easements, rights of way, options, purchase options, rights of
first offer, rights of first refusal and other encumbrances or encroachments
disclosed in the Title Commitments or shown on the Surveys, other than those
exceptions to title described in Schedule 1.1(a) as of
the Bid Due Date and other than any exceptions to title which evidence or secure
Excluded Liabilities including any Indebtedness of the Sellers set forth on an
update to Schedule 1.1(a)
delivered by Purchaser to the Sellers prior to the start of the Auction (as
defined in the Bidding Procedures) (the “Initial Title
Objections”); (ii) any exclusions from coverage set forth in the
jacket of any standard form owner’s or leasehold policy of title insurance,
(iii) the lien of real estate taxes and assessments not yet due and
payable, (iv) all present and future zoning, subdivision and other governmental
laws and regulations, and landmark, historic or wetlands designation (provided, however, that nothing
in this clause
(iv) shall be deemed a waiver of any representation or closing condition
set forth herein), (v) such other imperfections in title, defects, charges,
exceptions, covenants, conditions, easements, rights of way, encroachments,
restrictions and encumbrances which have been disclosed to Purchaser in writing
prior to the Closing, including, without limitation, any updates to the Surveys
or Title Commitments which have been received by Purchaser and which are
individually de minimis
and which would not materially interfere with the current use of any Owned Real
Property or Leased Real Property, (vi) the leases and subleases set forth on
Schedule
5.8(b), (vii) Permitted New Utility Easements and (viii) any mortgages or
deeds of trust recorded against a Leased Real Property in connection with a loan
made to the owner or lessor of such Leased Real Property in accordance with the
terms of the applicable lease or sublease agreement governing such Leased Real
Property.




“Person” means any
individual, corporation, limited liability company, partnership, firm, joint
venture, association, joint-stock company, trust, unincorporated organization,
Governmental Body or other entity.




“Pre-Paid Deposits”
means any deposit of the Sellers held by a counterparty to a Purchased Contract,
including leasehold and utility deposits, which will continue to be held by the
counterparty after the Closing for the benefit and to the credit of Purchaser,
to the extent no claims have been made on such deposits prior to the Closing
against amounts owed by any Seller to such counterparty.


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Confidential


8





“Pre-Paid Revenue”
means the value as set forth in a particular Purchased Contract for certain
goods or services, which were paid for in advance of the Closing Date and will
be performed by Purchaser after the Closing Date, including pre-paid monthly
parking fees and Internet or other reservation-based revenue, such value to be
equitably adjusted on a pro rata basis based on the extent to which the Sellers
have performed under such Purchased Contract prior to Closing and the extent to
which Purchaser will be obligated to perform under such Purchased Contract after
Closing.




“Release” means any
release, spill, emission, leaking, pumping, injection, deposit, disposal,
discharge, dispersal, or leaching into the indoor or outdoor environment, or
into or out of any property.




“Remedial Action”
means all actions to (i) clean up, remove, treat or in any other way address any
Hazardous Material; (ii) prevent the Release of any Hazardous Material so it
does not endanger or threaten to endanger public health or welfare or the indoor
or outdoor environment; (iii) perform pre-remedial studies and investigations or
post-remedial monitoring and care; or (iv) to correct a condition of
noncompliance with Environmental Law.




“Representatives”
means the directors, officers, employees, legal counsel, accountants, advisors,
consultants, agents and other representatives of the Sellers, Purchaser or any
other Person.




“Sale Hearing” has the
meaning ascribed to such term in the Bidding Procedures Order.




“Sale Motion” means
the Motion for (I) Order (A) Establishing Bidding Procedures Relating to Sale of
Substantially All of PCAA’s Assets, (B) Approving Stalking Horse Protections,
(C) Authorizing and Scheduling Date and Time for Auction, (D) Scheduling Date
and Time for Hearing on Sale Order, (E) Approving Assignment and Cure
Procedures, and (F) Setting Objection Deadlines and (II) Order Approving Sale of
Substantially All of PCAA’s Assets, filed with the Bankruptcy Court on January
28, 2010 [Docket No. 22].




“Sale Order” means an
order of the Bankruptcy Court, in form and substance acceptable to Purchaser in
its sole discretion and substantially in the form attached to the Sale Motion,
including, without limitation, if the Confirmation Order satisfies the
requirements of a Sale Order and is deemed the Sale Order, (i) approving, inter alia, the (a) sale of
the Purchased Assets to Purchaser free and clear of all Liens and claims
pursuant to sections 363(b) and 363(f) of the Bankruptcy Code (other than
Permitted Exceptions), such Liens and claims to attach to the Purchase Price,
(b) assumption of the Assumed Liabilities by Purchaser, (c) assumption and
assignment to Purchaser of the Purchased Contracts, Intellectual Property
Licenses, Permits, Real Property Leases and Personal Property Leases pursuant to
section 365 of the Bankruptcy Code, and (ii) providing that (a) Purchaser has
acted in “good faith” within the meaning of section 363(m) of the Bankruptcy
Code, (b) this Agreement was negotiated, proposed and entered into by the
parties without collusion, in good faith and from arm’s length bargaining
positions, (c) the Bankruptcy Court shall retain jurisdiction to resolve any
controversy or claim arising out of or relating to this Agreement, or any breach
hereof as provided in Section 12.6, and (d)
this Agreement and the transactions contemplated hereby may be specifically
enforced against and binding upon, and not subject to rejection or avoidance by,
the Sellers or any chapter 7 or chapter 11 trustee of the Sellers; provided that the
Confirmation Order may satisfy the foregoing requirements and be deemed the Sale
Order; provided
further that
the Sellers shall use their reasonable efforts for the Sale Order to include the
modifications included in Exhibit B attached
hereto.


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9




“SEC” means the
Securities and Exchange Commission.




“Seller Parent” means
Parking Company of America Airports Holdings, LLC, a Delaware limited liability
company.




“Software” means any
and all (i) computer programs, including any and all software implementations of
algorithms, models and methodologies, whether in source code or object code,
(ii) databases and compilations, including any and all data and collections of
data, whether machine readable or otherwise, (iii) descriptions, flow-charts and
other work product used to design, plan, organize and develop any of the
foregoing, screens, user interfaces, report formats, firmware, development
tools, templates, menus, buttons and icons, and (iv) all documentation including
user manuals and other training documentation related to any of the
foregoing.




“Subsidiary” of any
Person means any other Person of which a majority of the outstanding voting
securities or other voting equity interests are owned, directly or indirectly,
by such Person.




“Surveys” means those
surveys of each Owned Real Property and Leased Real Property listed on the
charts set forth in Schedule
1.1(b).




“Tangible Personal
Property” means all motor vehicles, furniture, fixtures, furnishings,
equipment, leasehold improvements, and other tangible personal property owned,
used or leased by the Sellers in the conduct of the Business, including all such
artwork, desks, chairs, tables, any and all computer and computer-related
hardware, including computers, file servers, facsimile servers, scanners, color
printers, laser printers and networks, copiers, telephone lines and numbers,
telecopy machines and other telecommunication equipment, cubicles and
miscellaneous office furnishings and supplies.




“Tax Authority” means
any federal, state or local government, or agency, instrumentality or employee
thereof, charged with the administration of any Law or regulation relating to
Taxes.




“Tax Return” means all
returns, declarations, reports, claims for refund, estimates, information
returns and statements required to be filed in respect of any Taxes, including
any schedule or attachment thereto, and including any amendment
thereof.




“Taxes” means (i) all
federal, state or local taxes, charges or other assessments, including all net
income, gross receipts, capital, sales, use, ad valorem, value added, transfer,
franchise, profits, inventory, capital stock, license, withholding, payroll,
employment, social security, unemployment, excise, severance, stamp, occupation,
property and estimated taxes, and (ii) all interest, penalties, fines, additions
to tax or additional amounts imposed by any Tax Authority in connection with any
item described in clause (i).




“Technology” means,
collectively, all designs, formulae, algorithms, procedures, methods,
techniques, ideas, know-how, research and development, technical data, programs,
subroutines, tools, materials, specifications, processes, inventions (whether
patentable or unpatentable and whether or not reduced to practice), apparatus,
creations, improvements, works of authorship and other similar materials, and
all recordings, graphs, drawings, reports, analyses, and other writings, and
other tangible embodiments of the foregoing, in any form whether or not
specifically listed herein, and all related technology, that are used in the
operations of the Business.


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10




“Title Commitments”
means those title commitments of each Owned Real Property and Leased Real
Property prepared by the Title Company and listed on the charts set forth on
Schedule
1.1(c).




“Trademarks” mean
collectively




(1)
            all
      rights under and interests in any trademark, service mark, trade name,
      identifying symbols, logos, emblems, signs, insignia or other similar
      designations of origin, including common law rights, under the Laws of the
      United States of America or any other country or any political subdivision
      thereof;




(2)
            all
      right, title, and interest therein, thereto, and
    thereunder;




(3)
            all
      registrations, applications for registration, and recordings thereof,
      including all registrations, applications for registration, and recordings
      thereof in or with the United States Patent and Trademark Office or any
      other similar Governmental Body of the United States of America, any State
      thereof, or any other country or any political subdivision
      thereof;




(4)
            all
      extensions, renewals, reissues, and reexaminations
  thereof;




(5)
            all
      licenses thereof;




(6)
            all
      rights therein provided by international treaties and
      conventions;




(7)
            all
      goodwill associated therewith;




(8)
            all
      rights of action arising therefrom;
and




(9)
            all
      claims for damage by reason of any past, present, or future infringement,
      misuse, or misappropriation
thereof.




“Trade Secrets” means
technical, scientific, and other know-how and information, trade secrets,
knowledge, technology, means, methods, processes, practices, formulas, assembly
procedures, computer programs, source code, apparatuses, specifications, books,
records, production data, publications, databases, reports, manuals, data and
results, whether in written or electronic form or hereafter
developed.




“Transition Services
Agreement” means the Transition Services Agreement to be entered into on
the Closing Date between PCAA Parent and the Purchaser, in substantially the
form attached hereto as Exhibit
C.




1.2           Terms Defined Elsewhere in
this Agreement .  For
purposes of this Agreement, the following terms have the meanings set forth in
the sections indicated:




Term
                                                                                                                                          
                                                                                                                                          SectionAdditional
      Escrow Amount
                                                                                                                                          
                                                                                                                                          3.4Agreement
                                                                                                                                          
                                                                                                                                          PreambleAntitrust
      Laws
                                                                                                                                          
                                                                                                                                          8.4(b)ARRA
                                                                                                                                          
                                                                                                                                          9.2(b)Assumed
      Liabilities
                                                                                                                                          
                                                                                                                                          2.3


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11


Term
                                                            
                                                            SectionBankruptcy
      Case
                                                            
                                                            RecitalsBankruptcy
      Code
                                                            
                                                            RecitalsBankruptcy
      Court
                                                            
                                                            RecitalsClosing
                                                            
                                                            4.1Closing
      Date
                                                            
                                                            4.1COBRA
                                                            
                                                            9.2(b)Commitment
      Letters
                                                            
                                                            6.6Compromised
      Liabilities
                                                            
                                                            2.4(b)Confidential
      Information
                                                            
                                                            8.6Confidentiality
      Agreement
                                                            
                                                            12.7Cure
      Amounts
                                                            
                                                            2.5Custom
      Modifications
                                                            
                                                            5.9(b)(ii)Deposit
                                                            
                                                            3.2Employee
      Benefit Plans
                                                            
                                                            5.11(b)Escrow
      Agent
                                                            
                                                            3.2Equity
      Commitment Letter
                                                            
                                                            6.6Expedited
      Sale Order Request
                                                            
                                                            7.3(d)Excluded
      Assets
                                                            
                                                            2.2Excluded
      Contracts
                                                            
                                                            2.2(e)Excluded
      Liabilities
                                                            
                                                            2.4Exclusivity
      Period
                                                            
                                                            7.2(a)Financial
      Statements
                                                            
                                                            5.4Financing
      Commitment Letter
                                                            
                                                            6.6Individual
      Property Failure
                                                            
                                                            8.10(c)Initial
      Escrow Deposit Amount
                                                            
                                                            3.2Initial
      Termination Date
                                                            
                                                            4.4(a)Leased
      Real Property
                                                            
                                                            5.8(b)Leased
      Tangible Personal Property
                                                            
                                                            5.5(b)Material
      Contract
                                                            
                                                            5.10netPark
                                                            
                                                            5.9(b)(ii)New
      Title Objection
                                                            
                                                            8.10(a)Owned
      Purchased Intellectual Property
                                                            
                                                            5.9(a)Owned
      Real Property
                                                            
                                                            2.1(b)PCAA
      Parent
                                                            
                                                            PreamblePermitted
      New Utility Easement
                                                            
                                                            8.2(b)(viii)Personal
      Property Leases
                                                            
                                                            5.5(b)Potential
      Transaction
                                                            
                                                            7.2(a)Purchaser
      Plans
                                                            
                                                            9.2(a)Purchase
      Price
                                                            
                                                            3.1Purchased
      Assets
                                                            
                                                            2.1Purchased
      Business Name Trademarks
                                                            
                                                            8.8Purchased
      Contracts
                                                            
                                                            2.1(c)Purchased
      Intellectual Property
                                                            
                                                            2.1(d)Purchaser
                                                            
                                                            PreamblePurchaser
      Documents
                                                            
                                                            6.2


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12


Term
                                                                                                                      
                                                                                                                      SectionPurchaser’s
      April 21 Bid
                                                                                                                      
                                                                                                                      RecitalsPurchaser’s
      April 23 Bid
                                                                                                                      
                                                                                                                      RecitalsReal
      Property Lease
                                                                                                                      
                                                                                                                      5.8(b)Seller
      COBRA Beneficiaries
                                                                                                                      
                                                                                                                      9.2(b)Seller
      Documents
                                                                                                                      
                                                                                                                      5.2Sellers
                                                                                                                      
                                                                                                                      PreambleSupplemental
      Escrow Deposit Amount
                                                                                                                      
                                                                                                                      3.2Termination
      Date
                                                                                                                      
                                                                                                                      4.4(a)Title
      Company
                                                                                                                      
                                                                                                                      8.10(c)Title
      Objection
                                                                                                                      
                                                                                                                      8.10(a)Title
      Policy
                                                                                                                      
                                                                                                                      8.10(c)Trade
      Payables
                                                                                                                      
                                                                                                                      2.4(c)Transactions
                                                                                                                      
                                                                                                                      RecitalsTransferred
      Employees
                                                                                                                      
                                                                                                                      9.1Transfer
      Taxes
                                                                                                                      
                                                                                                                      11.1Welfare
      Benefits
                                                                                                                      
                                                                                                                      9.2(d)




1.3         Other Definitional and
Interpretive Matters .




(a)           Unless
otherwise expressly provided, for purposes of this Agreement, the following
rules of interpretation shall apply:




Calculation of Time
Period.  When calculating the period of time before which,
within which or following which any act is to be done or step taken pursuant to
this Agreement, the date that is the reference date in calculating such period
shall be excluded.  If the last day of such period is a non-Business
Day, the period in question shall end on the next succeeding Business
Day.




Dollars.  Any
reference herein to “$” shall mean U.S. dollars.




Exhibits/Schedules.  All
Exhibits and Schedules annexed hereto or referred to herein are hereby
incorporated in and made a part hereof as if set forth in full
herein.  Any matter or item disclosed on one schedule shall be deemed
to have been disclosed on each other schedule if, and only if, such disclosure’s
applicability to such other schedule is reasonably apparent from such initial
disclosure.  Any capitalized terms used in any Schedule or Exhibit but
not otherwise defined therein shall be defined as set forth herein.




Gender and
Number.  Any reference herein to gender shall include all
genders, and words imparting the singular number only shall include the plural
and vice versa.




Headings.  The
provision of a Table of Contents, the division hereof into Articles, Sections
and other subdivisions and the insertion of headings are for convenience of
reference only and shall not affect or be utilized in construing or interpreting
this Agreement.  All references herein to any “Section” are to the
corresponding Section hereof unless otherwise specified.


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Confidential


13




Herein.  The
words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this
Agreement as a whole and not merely to a subdivision in which such words appear
unless the context otherwise requires.




Including.  The
word “including” or any variation thereof means “including, without limitation”
and shall not be construed to limit any general statement that it follows to the
specific or similar items or matters immediately following it.




(b)           The
parties hereto have participated jointly in the negotiation and drafting of this
Agreement and, in the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as jointly drafted by the parties
hereto and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision hereof.




ARTICLE
II




PURCHASE
AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES




2.1         Purchase and Sale of
Assets. On the
terms and subject to the conditions set forth herein and in the Sale Order, at
the Closing, Purchaser shall purchase, acquire and accept from the Sellers, and
the Sellers shall sell, transfer, assign, convey and deliver to Purchaser all
right, title and interest in, to and under the assets used or held for use in
the conduct of the Business, including the following assets (such assets,
excluding the Excluded Assets, the “Purchased Assets”),
free and clear of all Liens to the extent provided in the Sale Order and subject
to the Permitted Exceptions:




(a)           all
accounts receivable of the Sellers other than any accounts receivable arising
out of or in connection with any Excluded Asset;




(b)           subject
to Section
8.10(c), good and valid title to all real property owned by the Sellers
set forth on Schedule
2.1(b), together with all improvements, fixtures, easements and other
appurtenances thereto and rights in respect thereof (the “Owned Real
Property”);




(c)           all
rights of the Sellers under the Contracts set forth on Schedule 2.1(c),
which Contracts (i) shall not include any Employee Benefit Plans and (ii) shall
include, among other Contracts, the Collective Bargaining Agreements, the Real
Property Leases (subject to Section 8.10(c)), the
Personal Property Leases and the Intellectual Property Licenses; provided that, except
for the Collective Bargaining Agreements and the Contracts marked with an
asterisk on Annex A attached to Schedule 2.1(c),
Purchaser may elect not to assume the Sellers’ rights under any Contract set
forth on Schedule
2.1(c) by providing written notice thereof (specifically identifying each
such Contract) and an updated Schedule 2.1(c) to
the Sellers no later than five (5) Business Days before the date of the Sale
Hearing and Purchaser may elect to assume the Seller’s rights to any Contract
not set forth on Schedule 2.1(c)
(including any Contract previously set forth on Schedule 2.2(e)) by
providing written notice thereof (specifically identifying each such Contract)
and an updated Schedule 2.1(c)
and if applicable Schedule 2.2(e) to
the Sellers no later than five (5) Business Days before the date of the Sale
Hearing (the Contracts on Schedule 2.1(c), as
it may be revised and updated by Purchaser, collectively, the “Purchased
Contracts”);


Strictly
Confidential


14




(d)          all
Copyrights, Trademarks and Intellectual Property and rights relating thereto
(including rights under the Intellectual Property Licenses) used or held for use
in the Business (the “Purchased Intellectual
Property”);




(e)          all
Tangible Personal Property used or held for use in the Business;




(f)           all
Documents that are used or held for use in the Business, including Documents
relating to services, marketing, advertising, promotional materials, Purchased
Intellectual Property, personnel files for Transferred Employees, all customer
files and documents (including credit information), supplier lists, records,
literature and correspondence, but excluding (i) personnel files for Employees
of the Sellers who are not Transferred Employees or such files as may not be
transferred under applicable Law and (ii) any Documents related primarily to
Excluded Assets; provided, however, to the
extent such Documents are used or held for use in the conduct of the Business,
Purchaser will receive copies thereof;




(g)          all
Permits used by the Sellers in the Business to the extent assignable, including
the Permits set forth on Schedule
2.1(g);




(h)          all
rights of the Sellers under non-disclosure or confidentiality, non-compete or
non-solicitation agreements with Transferred Employees or third parties to the
extent relating to the Business or the Purchased Assets (or any portion
thereof), as set forth on Schedule
2.1(h);




(i)           all
claims, causes of action and rights of the Sellers against other Persons (other
than any claims, causes of action or rights of the Sellers set forth in Section 2.2(c)) set
forth on Schedule
2.1(i);




(j)           all
rights of the Sellers under or pursuant to all warranties, representations and
guarantees made by suppliers, manufacturers and contractors to the extent
relating to products sold or services provided to the Sellers or to the extent
affecting any Purchased Assets other than any warranties, representations and
guarantees pertaining to any Excluded Assets;




(k)          all
refunds, to the extent received or payable after the date hereof, due from, or
payments due on, claims with any insurers of the Sellers to the extent related
to losses of the Business being acquired by Purchaser or the Purchased Assets
arising before the Closing Date;




(l)           all
Pre-Paid Deposits and Car on Lot Revenue determined in accordance with Section
3.1(b);




(m)         all
supplies owned by the Sellers and used in connection with the Business;
and




(n)          all
goodwill and other intangible assets associated with the Business, including
customer and supplier lists and the goodwill associated with the Purchased
Intellectual Property.


Strictly
Confidential


15




2.2         Excluded
Assets. Nothing
contained herein shall be deemed to sell, transfer, assign or convey the
Excluded Assets to Purchaser, and the Sellers shall retain all right, title and
interest to, in and under the Excluded Assets.  “Excluded Assets”
shall mean the following assets, properties, interests and rights of the
Sellers, other than the Purchased Assets:




(a)          all
cash, cash equivalents, bank deposits or similar cash items of the
Sellers;




(b)          except
for Pre-Paid Deposits, all deposits and prepaid charges and expenses of the
Sellers including deposits, prepaid charges and expenses which relate to
Contracts that Purchaser is not assuming pursuant to this Agreement (including
for avoidance of doubt, all the deposits and pre-paid charges and expenses set
forth on Schedule
2.2(b) or which relate to Contracts which have been or will be rejected
by the Sellers at or prior to the Closing);




(c)          all
claims, causes of action or rights of the Sellers other than those set forth on
Schedule
2.1(i), including under sections 502(d), 544, 545, 547, 548, 549 and 550
of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code
or other applicable Law, provided, however, that the
Sellers shall not pursue any claims or causes of action against any Person with
whom Purchaser has a business relationship as a trade creditor, vendor or
supplier relating to the Purchased Assets after the Closing without Purchaser’s
prior consent;




(d)          subject
to Section
8.10(c), all real property owned or leased by the Sellers set forth on
Schedule
2.2(d), together with all improvements, fixtures and other appurtenances
thereto and rights in respect thereof;




(e)          all
rights of the Sellers under the Contracts set forth on Schedule 2.2(e) and
all contracts not set forth on Schedule 2.1(c) as it
may be updated by Purchaser in accordance with Section 2.1(c)
(collectively, the “Excluded Contracts”);
provided that
Purchaser may elect to assume the Sellers’ rights under any Contract set forth
on Schedule
2.2(e) by providing written notice thereof (specifically identifying each
such Contract) and an updated Schedule 2.2(e) to
the Sellers no later than five (5) Business Days before the date of the Sale
Hearing;




(f)           all
assets held (by any Sellers or in any trust) under Employee Benefit
Plans;




(g)          all
Copyrights, Trademarks and Intellectual Property and rights relating thereto of
the Sellers set forth on Schedule
2.2(g);




(h)          any
claim, right or interest of the Sellers in or to any refund, rebate, abatement
or other recovery for Taxes, together with any interest due thereon or penalty
rebate arising therefrom for any Tax period (or portion thereof) ending on or
before the Closing Date;




(i)           all
Documents other than those set forth in Section
2.1(f);




(j)           all
capital stock, membership interests or other equity interests of the Sellers in
other Persons;




(k)          all
Tangible Personal Property set forth on Schedule
2.2(k);


Strictly
Confidential


16




(l)           all
assets, properties, interests and rights of the Sellers set forth on any written
notice (specifically identifying each such assets, properties, interests and
rights) from Purchaser to the Sellers no later than one (1) Business Day before
the date of the Sale Hearing;




(m)         all
rights of the Sellers under this Agreement; and




(n)          all
amounts escrowed by the Sellers prior to the Closing Date in connection with
Liabilities for real property Taxes.




2.3         Assumption of
Liabilities. On the
terms and subject to the conditions set forth herein, at the Closing Purchaser
shall assume, effective as of the Closing, and shall timely perform and
discharge in accordance with their respective terms, the following Liabilities
of the Sellers (collectively, the “Assumed
Liabilities”):




(a)          all
Liabilities arising under the Purchased Contracts which first arise from and
after the Closing Date, except as set forth in Section 2.4 and Section2.5;




(b)          all
other Liabilities arising out of the conduct, operation or ownership of the
Purchased Assets which first arise from and after the Closing Date;




(c)          all
Liabilities in respect of Pre-Paid Revenue;




(d)          all
Liabilities of Purchaser arising under this Agreement, including amounts
required to be paid by Purchaser hereunder; and




(e)          all
other Liabilities set forth on Schedule
2.3(e).




2.4         Excluded
Liabilities. Purchaser
shall not assume or be liable for any Excluded Liabilities.  “Excluded Liabilities”
shall mean any and all liabilities or obligations (whether direct or indirect,
whether known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
whether due or to become due, whether in contract, tort, strict liability or
otherwise, and whether claims with respect thereto are asserted before, on or
after the Closing) of any Seller that are not Assumed
Liabilities.  Excluded Liabilities shall include, without limitation,
the following Liabilities:




(a)          all
Liabilities arising out of Excluded Assets, including Excluded
Contracts;




(b)          all
Liabilities with respect to (i) accrued and unpaid payroll (including applicable
withholding, payroll, employment, social security and unemployment Taxes
thereon) as of the Closing Date, (ii) accrued and unused vacation, sick days and
personal days through the Closing Date, in each case with respect to Transferred
Employees as set forth in Section 9.2(e), and
(iii) all other claims, causes of action or charges related to any Employee who
is terminated by the Sellers as of or prior to the Closing Date and then rehired
by the Purchaser subsequent to the Closing Date, in each case only to the extent
arising prior to the Closing;




(c)          all
Liabilities relating to accounts payable incurred in the Ordinary Course of
Business (including, for the avoidance of doubt, (i) invoiced accounts payable
and (ii) accrued but uninvoiced accounts payable) (“Trade Payables”), in
each case existing on the Closing Date, except as set forth in Section
2.5(b);




(d)          all
Liabilities with respect to Cure Amounts in excess of $250,000 in the aggregate,
as set forth in Section 2.5
(a);


Strictly
Confidential


17




(e)          
all Liabilities for Taxes relating to the Purchased Assets or the Business for
any Tax periods (or portions thereof) ending on or prior to the Closing
Date;




(f)          
all Liabilities incurred in the Ordinary Course of Business before the Closing
Date, including those that are subject to compromise under the Bankruptcy Case
(the “Compromised
Liabilities”), other than the Assumed Liabilities and any Cure Amounts
that Purchaser is required to pay pursuant to Section
2.5;




(g)          all
Transfer Taxes imposed in connection with the transactions contemplated
hereby;




(h)          all
fees or commissions to any broker or investment bank in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of the Sellers;




(i)          
all Liabilities of the Sellers arising under this Agreement, including amounts
required to be paid by the Sellers hereunder;




(j)          
all Indebtedness of the Sellers;




(k)          all
Liabilities under the Employee Benefit Plans; and




(l)          
all Liabilities arising under Environmental Law related to, or arising out of,
the ownership and operation of the Business before the Closing Date, including
those set forth on Schedule 2.4(l).




2.5         Cure Amounts and Trade
Payables.




(a)           At
Closing and pursuant to section 365 of the Bankruptcy Code, the Sellers shall
assign to Purchaser and Purchaser shall assume from the Sellers the Purchased
Contracts, Intellectual Property Licenses for the Purchased Intellectual
Property, Permits, Real Property Leases, and Personal Property
Leases.  In connection with such assumption and assignment, if there
has been a default under any contract or lease to be assigned, the Sellers shall
cure, or provide adequate assurance that they will promptly cure, all monetary
defaults, including all actual or pecuniary losses, if any, that have resulted
from such defaults, as determined by the Bankruptcy Court, necessary to cure all
such defaults (the “Cure Amounts”).
Purchaser shall reimburse the Sellers, at the Closing, up to $250,000 of the
Cure Amounts and the Sellers shall be responsible for all Cure Amounts in excess
of $250,000.  The Bankruptcy Court shall retain jurisdiction to
determine any disputes regarding Cure Amounts.  Notwithstanding the
pendency of a dispute regarding any Cure Amount, the Closing may occur. For the
avoidance of doubt, Purchaser may, but shall have no obligation to, participate
in any dispute resolution or litigation surrounding Cure Amounts, given the
Sellers shall be solely responsible (financially and otherwise) for the carrying
out of that process.




(b)           At
Closing, Purchaser, upon the prior consent of the Sellers, may assume and pay
all or some Trade Payables, upon which event the Purchaser shall receive a
dollar for dollar deduction from the Purchase Price equal to the amount of such
Trade Payables.




(c)           At
Closing, Purchaser may assume and pay the Cure Amounts, upon which event the
Purchaser shall provide evidence reasonably satisfactory to the Sellers of any
such payment, and receive a dollar for dollar deduction from the Purchase Price
equal to the amount of such Cure Amounts in excess of $250,000.




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2.6         Further Conveyances and
Assumptions.




(a)           Each
of the Parties will use all reasonable best efforts to take all actions and to
do all things necessary, proper or advisable in order to consummate and make
effective the transactions contemplated by this Agreement (including
satisfaction, but not waiver, of the closing conditions set forth in Article X, and
procurement, execution and delivery, as appropriate, of the instruments and
other items contemplated under Article IV including
in the case of Sellers, the delivery of the Purchased Assets free and clear of
all Liens to the extent provided in the Sale Order and subject to the Permitted
Exceptions).  From time to time following the Closing, the Sellers and
Purchaser shall, and shall cause their respective Affiliates to, execute,
acknowledge and deliver all such further conveyances, notices, assumptions,
releases and acquittances and such other instruments, and shall take such
further actions, as may be necessary or appropriate to assure fully to Purchaser
and its respective successors or assigns, the sale, transfer, assignment,
conveyance and delivery of all of the Purchased Assets free and clear of all
Liens to the extent provided in the Sale Order and subject to the Permitted
Exceptions, including all of the properties, rights, titles, interests, estates,
remedies, powers and privileges intended to be sold, transferred, assigned,
conveyed and delivered to Purchaser hereunder and the Seller Documents and to
assure fully to the Sellers and its Affiliates and their successors and assigns,
the assumption of the liabilities and obligations intended to be assumed by
Purchaser hereunder and the Seller Documents, and to otherwise make effective
the transactions contemplated hereby and thereby.




2.7         Bulk Sales
Laws .  Purchaser hereby waives compliance
by the Sellers with the requirements and provisions of any “bulk transfer” Laws
of any jurisdiction that may otherwise be applicable with respect to the sale
and transfer of any or all of the Purchased Assets to Purchaser.




ARTICLE
III




CONSIDERATION




3.1         Consideration .




(a)           The
aggregate consideration for the Purchased Assets shall be (a) an amount in cash
equal to (i) $141,000,000.00 (the “Base Purchase
Price”), plus (ii) the amount
of Pre-Paid Deposits, plus (iii) the
amount of Car on Lot Revenue, minus (iv) the
amount of Pre-Paid Revenue (the Base Purchase Price as adjusted, the “Purchase Price”)
and (b) the assumption of the Assumed Liabilities.




(b)           No
later than 10 days before the Closing Date, Purchaser and the Sellers shall
reasonably agree upon a schedule, prepared in good faith based on the books and
records of the Sellers, estimated as of the Closing Date, setting forth the
amount of the Pre-Paid Deposits, which schedule Purchaser and the Sellers shall
use reasonable good faith efforts to update and finalize as of the day before
the Closing Date.




(c)           No
later than 3 Business Days before the Closing Date, Purchaser and the Sellers
shall reasonably agree upon a schedule, prepared in good faith based on the
books and records of the Sellers, estimated as of the Closing Date, setting
forth the amount of the Pre-Paid Revenue, which schedule Purchaser and the
Sellers shall use reasonable good faith efforts to update and finalize as of the
day before the Closing Date.




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(d)           Purchaser
and the Sellers shall reasonably agree upon a schedule, prepared in good faith
consistent with the Sellers’ past practice of calculating Car on Lot Revenue as
of the end of the Sellers’ fiscal quarters, setting forth the amount of Car on
Lot Revenue as of 12:01 am on the Closing Date.




(e)           With
regard to all Owned Real Property and Leased Real Property, apportionments shall
be made between the parties as of the close of business on the day prior to the
Closing Date for (i) real property Taxes, (ii) water charges and sewer rents on
the basis of the fiscal period for which assessed (unless there is a water meter
on the property, in which case the apportionment of water charges shall be based
on the last available reading), (iii) payments for utility services, if any, to
be transferred to Purchaser at Closing, and (iv) rents and other amounts paid or
payable under the Real Property Leases, which amounts shall be paid by Purchaser
to the Sellers or credited to Purchaser, as the case may be, at the Closing as
an adjustment to the Purchase Price.




3.2         Purchase Price
Deposit .  On
the Bid Due Date, Purchaser, the Sellers and Wells Fargo Bank NA (the “Escrow Agent”)
entered into the Escrow Agreement, and in accordance therewith, Purchaser made a
deposit with the Escrow Agent of $ 5,778,312.50 (the “Initial Escrow Deposit
Amount”) by wire transfer of immediately available funds into an account
designated by the Escrow Agent.  On May 6, 2010, Purchaser
shall make an additional deposit with the Escrow Agent of $1,271,687.50 (the
“Supplemental Escrow
Deposit Amount,” which such amount, together with the Initial Escrow
Deposit Amount, constitute the good faith deposit by Purchaser pursuant to the
Bidding Procedures, the “Deposit”), to be
released and delivered (together with all accrued investment income thereon) by
the Escrow Agent to either Purchaser or the Sellers, as applicable, as follows,
in each case in accordance with the Escrow Agreement:




(a)           if
the Closing shall occur, the Deposit shall be paid by the Escrow Agent to the
Sellers and applied towards the Purchase Price payable by Purchaser to the
Sellers under Section
3.1 and all accrued investment income thereon shall be delivered to
Purchaser at the Closing;




(b)           if
this Agreement is terminated (i) pursuant to Section 4.4(b), (c), (e), (f), (h), (i) or (j) or (ii) pursuant
to Section
4.4(a) if the Closing does not occur on or before the Initial Termination
Date (or any extension thereof pursuant to Section 4.4(a),
unless, in the case of this clause (ii), the failure of the Closing to occur on
or before such date has been caused by a material breach by Purchaser of any of
its representations, warranties, covenants or agreements contained herein), then, in the case
of clause (i) or clause (ii), the Deposit, together with all accrued investment
income thereon, shall be returned to Purchaser;




(c)           if
this Agreement is terminated under any circumstances pursuant to which Purchaser
is not entitled to the Deposit pursuant to Section 3.2(b), the
Deposit, together with all accrued investment income thereon, shall be released
to PCAA Parent; and




(d)           the
Deposit shall form no part of the Sellers’ Chapter 11 estate under Section
541(a) of the Bankruptcy Code or otherwise, and the Sellers shall claim no
right, title or interest in the Deposit other than as set forth
herein.


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3.3         Payment of Purchase Price;
Allocation of Proceeds.




(a)           On
the Closing Date, Purchaser shall pay the Purchase Price (less the Deposit and
the Additional Escrow Amount, if applicable) to the Sellers by wire transfer of
immediately available funds, and the Escrow Agent shall pay the Deposit to the
Sellers, in each case into an account designated by PCAA Parent prior to the
Closing Date.




(b)           The
Purchase Price shall be allocated among the businesses conducted at the
properties of the Sellers before the Closing in accordance with Schedule
3.3(b).




3.4         Additional Escrow
Amount .  In
the event that Closing occurs on or before the 14th calendar day following the
entry of the Sale Order, Purchaser shall be entitled to deposit an amount equal
to $500,000 of the Purchase Price (the “Additional Escrow
Amount”) with an escrow agent pursuant to an escrow agreement to be
entered into between the parties, to be used to reimburse Purchaser for
reasonable and documented out-of-pocket costs and expense (including legal fees
and expenses) incurred by Purchaser in connection with its participation in
defending against any appeal, if any, that is filed during such 14-day
period.  The Additional Escrow Amount shall be released to the Sellers
on the 15th day following the entry of the Sale Order, if no appeal shall have
been filed during such 14-day period, or, if an appeal shall have been filed
during such 14-day period, any remaining Additional Escrow Amount shall
automatically and promptly be released to the Sellers upon final resolution of
any such appeal.




ARTICLE
IV




CLOSING
AND TERMINATION




4.1        Closing Date. The
closing of the purchase and sale of the Purchased Assets and the assumption of
the Assumed Liabilities provided for in Article II (the
“Closing”)
shall take place at the offices of Milbank, Tweed, Hadley & McCloy LLP
located at 1 Chase Manhattan Plaza, New York, New York 10005 or at such other
place as the parties may designate in writing) at 10:00 a.m. (New York City
time) on the date that is two Business Days following the satisfaction (or the
waiver thereof by the party entitled to waive that condition) of the conditions
set forth in Article
X (other than conditions that by their nature are to be satisfied at the
Closing, but subject to the satisfaction or waiver of such conditions), unless
another time or date, or both, are agreed to in writing by the parties hereto;
provided, that
if the parties hereto mutually agree in their sole discretion, the Closing shall
occur on the last day of the calendar month in which the conditions set forth in
Article X
(other than conditions that by their nature are to be satisfied at the Closing,
but subject to the satisfaction or waiver of such conditions) are satisfied (or
waived by the party entitled to waive that condition).  The date on
which the Closing shall be held is referred to herein as the “Closing
Date”.  Unless otherwise agreed by the parties in writing, the
Closing shall be deemed effective and all right, title and interest of the
Sellers to be acquired by Purchaser hereunder shall be considered to have passed
to Purchaser as of 12:01 p.m. (New York City time) on the Closing
Date.




4.2         Deliveries by the
Sellers. At the
Closing, the Sellers shall deliver to Purchaser:


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(a)          the
Purchased Assets, free and clear of all Liens to the extent provided in the Sale
Order and subject to the Permitted Exceptions;




(b)         
a duly executed assignment and bill of sale and trademark assignment in
substantially the forms of Exhibit D attached
hereto and general assignments of all other Purchased Intellectual Property;
Purchaser reserves the right to designate one or more entities to accept title
to the Purchased Assets and Purchased Intellectual Property, provided that no such
designation shall relieve Purchaser of any of its obligations and Liabilities
hereunder;




(c)          a
duly executed assumption agreement in substantially the form of Exhibit E
attached hereto;




(d)          the
officer’s certificate required to be delivered pursuant to Section 10.1(c);




(e)          the
Sale Order issued by the Bankruptcy Court, in form and substance satisfactory to
the Purchaser in its sole discretion;




(f)           the
Confirmation Order issued by the Bankruptcy Court, in form and substance
reasonably satisfactory to the Purchaser and satisfactory to the Sellers; provided, however,
that Purchaser may waive delivery of the Confirmation Order under the terms set
forth in Section
7.3(d);




(g)          the
Avoidance Action Release approved by the Sale Order;




(h)          a
duly executed Transition Services Agreement; and




(i)           all
other instruments of conveyance and transfer and certificates and affidavits, in
form and substance reasonably acceptable to Purchaser, as may be necessary to
convey the Purchased Assets to Purchaser free and clear of all Liens to the
extent provided in the Sale Order and subject to the Permitted Exceptions,
including (i) non-foreign affidavits dated as of the Closing Date, sworn under
penalty of perjury and in form and substance required under Treasury Regulations
issued pursuant to Code § 1445 stating that none of the Sellers is a
“foreign person” as defined in Code § 1445, (ii) certificate of title and
title transfer documents to all titled motor vehicles, (iii) quitclaim deeds
with respect to each of the Owned Real Property, or if required by the Title
Company such other customary form of deed as may be required by the Title
Company to issue each Title Policy subject only to the Permitted Exceptions, and
(iv) customary owner’s affidavits in the Title Company’s standard form,
with such modifications as may be reasonably agreed by the Sellers and Purchaser
and are acceptable to the Title Company in order to issue each Title Policy
subject only to Permitted Exceptions.




4.3          Deliveries by
Purchaser. At the
Closing, Purchaser shall deliver to the Sellers:




(a)           the
Purchase Price (less the Deposit and the Additional Escrow Amount, if
applicable), in immediately available funds, as set forth in Section
3.3;




(b)          a
duly executed assumption agreement in substantially the form of Exhibit E
attached hereto;




(c)           the
officer’s certificate required to be delivered pursuant to Section 10.2(c);




(d)          a
duly executed Transition Services Agreement; and


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(e)           such
other documents, instruments and certificates as the Sellers may reasonably
request.




4.4         Termination of
Agreement. This
Agreement may be terminated prior to the Closing as follows:




(a)           by
Purchaser or the Sellers, if the Closing shall not have occurred by the close of
business on May 19, 2010 (the “InitialTermination Date”);
provided, however, that if the
Closing shall not have occurred due to a failure of the conditions set forth in
Section
10.2(e), Section
10.3(b), Section 10.3(c)orSection 10.3(d)and
provided that all other conditions to the respective obligations of the parties
to close hereunder that are capable of being fulfilled by the Initial
Termination Date (other than deliveries to be made at the Closing) shall have
been so fulfilled or waived, then no party may terminate this Agreement prior to
June 21, 2010 (the Initial Termination Date, together with any extension thereof
pursuant to this proviso, the “Termination Date”);
provided, further, that if the
Closing shall not have occurred on or before the Initial Termination Date (as it
may be extended pursuant to this Section 4.4(a)) due
to a material breach of any covenants or agreements contained herein by
Purchaser or any of the Sellers, then the breaching party may not terminate this
Agreement pursuant to this Section
4.4(a);




(b)           by
mutual written consent of the Sellers and Purchaser;




(c)           by
the Sellers or Purchaser, if there shall be in effect any Law that makes
consummation of the transaction contemplated by this Agreement illegal or
otherwise prohibited or a final nonappealable Order of a Governmental Body of
competent jurisdiction restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated hereby; it being agreed that the
parties hereto shall promptly appeal any adverse determination which is
appealable (and pursue such appeal with reasonable diligence);




(d)           Intentionally
Omitted;




(e)           by
Purchaser, at any time after the Sellers file a stand-alone Chapter 11 Plan with
the Bankruptcy Court or at any time after Sellers file any Chapter 11 Plan that
involves approval of a sale of any of the Purchased Assets to a party other than
the Purchaser;




(f)           by
Purchaser, if there shall be a breach by any of the Sellers of any
representation, warranty, covenant or agreement of the Sellers contained in this
Agreement which would result in a failure of a condition set forth in Section 10.1 or Section 10.3, and
which breach cannot be cured or has not been cured by such Seller by the earlier
of (i) 30 days after the giving of written notice by Purchaser to the Sellers of
such breach and (ii) the Termination Date; provided, however, that
Purchaser is not then in material breach of this Agreement;




(g)           by
the Sellers, if (A) there shall be a breach by Purchaser of any representation,
warranty, covenant or agreement of Purchaser contained in this Agreement which
would result in a failure of a condition set forth in Section 10.2 or Section 10.3, and
which breach cannot be cured or has not been cured by Purchaser by the earlier
of (i) 30 days after the giving of written notice by the Sellers to Purchaser of
such breach and (ii) the Termination Date, or (B) Purchaser fails to
deposit with the Escrow Agent the Supplemental Escrow Deposit Amount by May 6,
2010; provided
however, that
none of the Sellers are then in material breach of this Agreement;




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(h)          by
Purchaser, if either (i) Intentionally Omitted, (ii) the Sale Order shall not
have been entered by the Bankruptcy Court by the Termination Date, or (iii) the
Confirmation Order shall not have been entered by the Bankruptcy Court by the
Termination Date, provided that if all
other conditions to the respective obligations of the parties to close hereunder
shall have been so fulfilled or waived (other than deliveries to be made at the
Closing), then Purchaser shall not be entitled to terminate this Agreement
pursuant to this Section 4.4(h)(ii) or
4.4(h)(iii)
unless Purchaser is entitled to terminate this Agreement, as applicable, in
accordance with Section
4.4(a);




(i)           by
Purchaser, if (x) Intentionally Omitted, or (y) the Sale Order is modified in
any material respect, in each case without the prior written consent of
Purchaser; or




(j)           by
Purchaser, if the Bankruptcy Case is converted to cases under chapter 7 of the
Bankruptcy Code, a trustee or examiner with expanded powers is appointed
pursuant to the Bankruptcy Code or the Bankruptcy Court enters an order pursuant
to section 362 of the Bankruptcy Code lifting the automatic stay with respect to
any portion of the Purchased Assets having an aggregate fair market value in
excess of $1,000,000 or which results in the loss of a material benefit
reasonably expected to be received by Purchaser.




4.5         Procedure Upon
Termination. In no
event shall the Sellers have the right to terminate this Agreement unless and
until any and all amounts payable to Purchaser pursuant to Section 7.1 in
connection with such proposed termination are available to be paid and have been
set aside for payment to Purchaser pursuant to the terms of Section
7.1.  In the event of termination by Purchaser or the Sellers,
or both, pursuant to Section 4.4, (i)
written notice thereof shall forthwith be given to the other party or parties,
and this Agreement shall terminate, and the purchase and assumption of the
Purchased Assets and Assumed Liabilities hereunder shall be abandoned, without
further action by Purchaser or the Sellers, and (ii) each party shall return all
documents, work papers and other material of any other party relating to the
transactions contemplated hereby, whether so obtained before or after the
execution hereof, to the party furnishing the same.




4.6         Effect of
Termination.




(a)           In
the event that this Agreement is validly terminated as provided herein, then
each of the parties shall be relieved of its duties and obligations arising
hereunder after the date of such termination and such termination shall be
without liability to Purchaser or the Sellers; provided, however, that the
obligations of the parties set forth in this Section 4.6, Section 3.2(b),
(c) and (d),Section 7.1, Section 8.5 and Article XII
shall survive any such termination and shall be enforceable
hereunder.




(b)           Notwithstanding
anything to the contrary set forth in this Agreement, except in the event of any
liability or damage resulting from fraud prior to the date of termination,
(i) the Sellers’ aggregate Liability for money damages hereunder shall be
capped at $3,816,250.00, which claim is entitled to administrative priority
status, and such amount shall be the sole and exclusive remedy of the Purchaser
under this Agreement and (ii) Purchaser’s aggregate Liability for money
damages hereunder shall be capped at an amount equal to the Deposit and the
Deposit, if and to the extent payable to the Sellers in accordance with Section 3.2(c), shall
be the sole and exclusive remedy of the Sellers under this
Agreement.  For the avoidance of doubt, no obligation of the Purchaser
hereunder shall be construed to be an obligation of Purchaser to sue or take any
other action against any counterparties to the Equity Commitment Letter and/or
the Financing Commitment Letter to enforce the rights of Purchaser thereunder
and the Sellers shall not take any action against any counterparties to the
Equity Commitment Letter and/or the Financing Commitment Letter in connection
with the transactions contemplated hereby.




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ARTICLE
V




REPRESENTATIONS
AND WARRANTIES OF THE SELLERS




The
Sellers hereby represent and warrant to Purchaser that:




5.1         Organization and Good
Standing. Each
Seller is a limited liability company or partnership duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization and, subject to the limitations imposed on such Seller as a result
of having filed a petition for relief under the Bankruptcy Code, has all
requisite limited liability company or partnership power and authority to own,
lease and operate its properties and carry on the Business as now
conducted.  Each Seller is duly qualified or authorized to do business
as a foreign limited liability company or partnership and is in good standing
under the laws of each jurisdiction in which any property or asset owned,
leased, licensed, operated or used by such Seller, or any business, operation,
or affair conducted by such Seller makes it necessary or appropriate for such
Seller to be licensed or qualified to do business and in good standing in such
jurisdiction.  Each Seller has delivered to Purchaser true, complete
and correct copies of its organizational documents as in effect on the date
hereof.




5.2         Authorization of
Agreement. Except
for such authorization as is required by the Bankruptcy Court (as hereinafter
provided for), each Seller has the requisite power, authority and legal capacity
to execute and deliver this Agreement and each other agreement, document, or
instrument or certificate contemplated hereby or to be executed by any Seller in
connection with the consummation of the transactions contemplated hereby (the
“Seller
Documents”), to perform its respective obligations hereunder and
thereunder and to consummate the transactions contemplated hereby and
thereby.  The execution and delivery hereof and the Seller Documents
and the consummation of the transactions contemplated hereby and thereby have
been duly authorized by all requisite limited liability or other action on the
part of each Seller.  This Agreement has been, and each of the Seller
Documents will be at or prior to the Closing, duly and validly executed and
delivered by each Seller and, assuming the due authorization, execution and
delivery by the other parties hereto and thereto and the entry of the Sale
Order, this Agreement constitutes, and each of the Seller Documents when so
executed and delivered will constitute, legal, valid and binding obligations of
such Seller, enforceable against such Seller in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
and similar Laws affecting creditors’ rights and remedies generally, and
subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in
equity).




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5.3         Conflicts; Consents of Third
Parties.




(a)           Except
as set forth on Schedule 5.3(a), none
of the execution and delivery by any Seller hereof or by any Seller of the
Seller Documents, the consummation of the transactions contemplated hereby or
thereby, or compliance by such Seller with any of the provisions hereof or
thereof will conflict with, or result in any violation of or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or loss of a
material benefit under, or give rise to any obligation of any Seller to make any
payment under, or to the increased, additional, accelerated or guaranteed rights
or entitlements of any Person under, or result in the creation of any Liens upon
any of the properties or assets of such Seller under any provision of (i) the
certificate of formation and limited liability company agreement (or other
comparable organizational documents) of such Seller; (ii) subject to entry of
the Sale Order, any Purchased Contract or Permit to which such Seller is a party
or by which any of the properties or assets of such Seller are bound; (iii)
subject to entry of the Sale Order, any Order of any Governmental Body
applicable to such Seller or any of the properties or assets of such Seller as
of the date hereof; or (iv) subject to entry of the Sale Order, any applicable
Law.




(b)           Except
as set forth on Schedule 5.3(b), no
consent, waiver, approval, Order, Permit or authorization of, or declaration or
filing with, or notification to any Person or Governmental Body is required on
the part of any Seller in connection with the execution and delivery hereof or
the Seller Documents, the compliance by such Seller with any of the provisions
hereof or thereof, the consummation of the transactions contemplated hereby or
thereby or the taking by such Seller of any other action contemplated hereby or
thereby, except for (i) compliance with the applicable requirements of the HSR
Act, (ii) the entry of the Sale Order and the Bidding Procedures Order, and
(iii) any immaterial consents, waivers, approvals, Orders, Permits,
authorizations, declarations, filings and notifications.




5.4         Financial
Statements. The
Sellers have delivered to Purchaser copies of (i) the audited consolidated
balance sheets of PCAA Parent as of December 31, 2007 and 2008 and the related
audited consolidated statements of income and of cash flows of PCAA Parent for
the years then ended and (ii) the unaudited consolidated balance sheet of PCAA
Parent as at September 30, 2009 and the related consolidated statement of income
and cash flows of PCAA Parent for the nine month period then ended (such audited
and unaudited statements, including the related notes and schedules thereto, are
referred to herein as the “Financial
Statements”).  Each of the Financial Statements is complete and
correct in all material respects, has been prepared in accordance with GAAP
consistently applied without modification of the accounting principles used in
the preparation thereof throughout the periods presented and presents fairly in
all material respects the consolidated financial position, results of operations
and cash flows of the Sellers as of the dates and for the periods indicated
therein, subject to normal year-end adjustments and the absence of complete
notes in the case of the unaudited statements.




5.5         Tangible Personal
Property.




(a)           One
or more of the Sellers owns the Tangible Personal Property free and clear of all
Liens other than Permitted Exceptions.




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(b)           Schedule 5.5(b) sets
forth all leases or other agreements (individually, a “Personal Property
Lease”) relating to Tangible Personal Property leased by the Sellers (the
“Leased Tangible
Personal Property”) resulting in annual payments of $10,000 or
more.  Each Personal Property Lease is a valid and existing leasehold
interest of the applicable Seller free and clear of all Liens, except Liens set
forth on Schedule
5.5(b) and Permitted Exceptions.  No Seller is in material
default under, and, to the Knowledge of Seller, no other party is in material
default under, any Personal Property Lease, and no event has occurred and is
continuing that constitutes or, with notice or the passage of time, or both,
would constitute a material default under such Personal Property
Lease.




(c)           All
Tangible Personal Property and Leased Tangible Personal Property of each of the
Sellers is and immediately after the Closing will be free of defects and
deficiencies (other than Permitted Exceptions), is and immediately after the
Closing will be in good operating condition and repair (ordinary and reasonable
wear and tear excepted), is and immediately after the Closing will be suitable
for the purposes for which it is currently used or intended to be used and,
together with the other Purchased Assets, immediately after the Closing will be
sufficient for Purchaser to conduct the Business without interruption and in the
Ordinary Course of Business as it has been conducted by the
Sellers.  None of the Sellers has, and immediately after the Closing
none of the Sellers will have, leased or subleased to any other Person any of
its Tangible Personal Property or Leased Tangible Personal Property. None of the
Sellers has, and immediately after the Closing none of the Sellers will have,
assigned to any other Person its interest under any lease or sublease with
respect to any Leased Tangible Personal Property of such Seller. The rental set
forth in each lease or sublease of any item or distinct group of Leased Tangible
Personal Property of each Seller is and immediately after the Closing will be
the actual rental being paid by such Seller and there are and immediately after
the Closing will be no separate agreements or understandings in respect
thereof.




(d)           Schedule
5.5(d) sets forth a true and complete list of all vehicles used or held for use
in the conduct of the Business.




5.6         Absence of Certain
Developments. Except as
expressly contemplated hereby or as set forth on Schedule 5.6, since
September 30, 2009, (i) the Sellers have conducted the Business only in the
Ordinary Course of Business, (ii) there has not been any Effect that has
had or would reasonably be expected to have a Material Adverse Effect and (iii)
no Seller has taken, or failed to take, any action, which the taking of or
failure to take after the date hereof would have required the prior written
consent of Purchaser pursuant to Section
8.2.  Following the date hereof, there has not been any
material and adverse Effect with respect to the results of operation of the
Business or the Purchased Assets which would reasonably be expected to result in
a decrease in annual revenues of the Business for the calendar year ending on
December 31, 2010 of more than $6,800,000 as compared to the revenue of the
Business for the twelve month period ending on the date hereof.




5.7         Taxes. Except as
set forth on Schedule
5.7(a), and except for matters that have not had and would not reasonably
be expected to have a Material Adverse Effect,




(a)           (i)
the Sellers have timely filed all Tax Returns required to be filed with the
appropriate Tax Authorities in all jurisdictions in which such Tax Returns are
required to be filed (taking into account any extension of time to file granted
or to be obtained on behalf of the Sellers); and (ii) all Taxes shown to be
payable on Tax Returns of the Sellers or that are otherwise due and payable have
been paid;




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(b)           none
of the Sellers is a “Foreign Person” within the meaning of Section 1445 of the
Code;




(c)           there
are no Tax Liens on the Purchased Assets, except Permitted
Exceptions;




(d)           the
Sellers have complied in all material respects with all applicable Laws relating
to the payment and withholding of Taxes (including withholding and reporting
requirements under Code sections 3401 through 3406, 6041 and 6049 and similar
provisions under any other Laws) and has, within the time and in the manner
prescribed by Law, withheld from employee wages and paid over to the proper
government authorities all required amounts; and




(e)           no
audits or other administrative proceedings or court proceedings with regard to
any Taxes or Tax Returns of any Seller is presently pending, or to the Knowledge
of Seller, has been threatened in writing against any Seller.




5.8         Real
Property .




(a)           The
Sellers have good and valid fee title to all Owned Real Property, free and clear
of all Liens, except the Permitted Exceptions.  No Seller has granted
any purchase option, right of first offer or right of first refusal with respect
to any Owned Real Property.  To the Knowledge of Seller, none of the
Owned Real Property is subject to any purchase option, right of first offer or
right of first refusal, except as disclosed in the Title
Commitments.




(b)           Schedule 5.8(b) sets
forth the documents which comprise all leases, licenses and subleases, including
all amendments thereto and guarantees thereof (individually, a “Real Property
Lease”), relating to real property leased, licensed or subleased by the
Sellers (the “Leased
Real Property”).  Each Real Property Lease is a valid and
existing leasehold or license interest of the applicable Seller free and clear
of Liens, except for Permitted Exceptions.  No Seller is in material
default under, and, to the Knowledge of Seller, no other party is in material
default under, any Real Property Lease, and no event has occurred and is
continuing that constitutes or, with notice or the passage of time, or both,
would constitute a material default under such Real Property
Lease.  The rental set forth in each Real Property Lease of any parcel
of Leased Real Property of each Seller is and immediately after the Closing will
be the actual rental being paid by such Sellers and there are and immediately
after the Closing will be no separate agreements or understandings in respect
thereof.  No Seller has assigned to any other Person its interest
under any Real Property Lease of such Seller.




(c)           To
the Knowledge of Seller, except as set forth on Schedule 5.8(c),
there are no condemnation or eminent domain proceedings of any kind pending or
threatened against any Owned Real Property or Leased Real Property of any
Seller.  No Seller has leased, subleased or licensed to any other
Person any parcel or any portion of any parcel of any Owned Real Property or
Leased Real Property of such Seller, other than any such leases, subleases and
licenses that are Permitted Exceptions.




(d)           The
Sellers are in possession of each parcel of Owned Real Property and Leased Real
Property of such Seller, except to the extent such Owned Real Property or Leased
Real Property has been leased, licensed or subleased by the Sellers as set forth
on Schedule
5.8(b).  All existing water, sewer, steam, gas, electricity,
telephone, and other utilities required for the use, occupancy, and operation of
the Owned Real Property and Leased Real Property of each Seller are adequate in
all material respects for the conduct of the Business as it currently is
conducted.  To the Knowledge of Seller, no improvements to any Owned
Real Property or Leased Real Property have been materially damaged by any
casualty.




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5.9         Intellectual
Property .




(a)           There
are no Patents used or held for use in the Business.  Except as set
forth on Schedule
5.9(a), the Sellers own or have valid licenses to use all Purchased
Intellectual Property.  Other than the Intellectual Property,
Copyrights, Patents and Trademarks used by the Sellers pursuant to an
Intellectual Property License, the Sellers own all right, title and interest in
the Purchased Intellectual Property (including the items listed on Schedule 5.9(d) and
on Schedule A to the form of trademark assignment attached as Exhibit D hereto)
(the “Owned Purchased
Intellectual Property”) free and clear of all Liens other than Permitted
Exceptions.  The Purchased Intellectual Property includes all the
Intellectual Property, Copyrights, Patents and Trademarks that are, as of the
date hereof, used in connection with the conduct and operation of the
Business.  As of the date hereof, there has been no assertion or claim
made to any Seller asserting invalidity, misuse or unenforceability of any
Purchased Intellectual Property or challenging the Sellers’ right to use or
transfer or ownership of the applicable Purchased Intellectual Property or
asserting ownership of any Owned Purchased Intellectual Property by any other
Person.




(i)           All
Purchased Intellectual Property of the Sellers is and immediately after the
Closing will be in full force and effect.  None of the Sellers has,
and immediately after the Closing no Sellers will have, granted any license or
other right to any other Person with respect to any material Purchased
Intellectual Property of the Sellers, other than end-user licenses to its
services that incorporate any portion of the Purchased Intellectual Property of
such Sellers.




(ii)          Each
Trademark included in the Purchased Intellectual Property is and immediately
after the Closing will be in full force and effect.  No Seller has,
and immediately after the Closing no Seller will have, granted any license or
other right to any other Person with respect to any Trademark.




(b)         Schedule 5.9(b) sets
forth all material Intellectual Property Licenses to which any Seller is a party
as of the date hereof.  Each Intellectual Property License is in full
force and effect as of the date hereof and no Seller is in material default
thereunder and, to the Knowledge of Seller, no other party thereto is in
material default thereunder, and no event has occurred and is continuing that
constitutes or, with notice or the passage of time, or both, would constitute a
material default under any such Intellectual Property License.




(i)           All
Intellectual Property Licenses of the Sellers are and immediately after the
Closing will be in full force and effect.  No Seller has, and
immediately after the Closing no Seller will have, granted any sublicense or
other right to any other Person with respect to any Intellectual Property
Licenses of such Seller, other than end-user licenses to its products that
incorporate any portion of Intellectual Property Licenses of such Seller, in
each case in accordance with such Intellectual Property Licenses.




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(ii)           The
Sellers represent that the Sellers (A) entered into an agreement with
netPark, LLC, an Ohio limited liability company (“netPark”), granting
the Sellers a nontransferable, limited right and license to access and use the
netPark Web-based parking management system, (B) do not own the netPark
Web-based parking management system, (C) have engaged netPark to develop custom
modifications (the “Custom
Modifications”) to the netPark Web-based parking management system, and
that all Custom Modifications are works for hire, and (D) own all right, title,
and interest in and to (1) all Custom Modifications and (2) all copyrights,
patent rights, trade secret rights and other proprietary rights relating to the
Custom Modifications and any materials related to the Custom Modifications,
including without limitation rights in software, scripts, utilities, tools,
business processes and methodologies.




(c)         To
the Knowledge of Seller, the rights of the Sellers in, to, and under the
Purchased Intellectual Property, the Intellectual Property Licenses of the
Sellers and the Sellers’ use thereof prior to the Closing Date in the operation
of the Business, do not and immediately after the Closing, will not,
misappropriate, conflict with or infringe any intellectual property of any other
Person.  The Sellers have received no claim or notice from any Person
alleging any such misappropriation, conflict or infringement.




(d)         Schedule 5.9(d) sets
forth all Internet domain names used or held for use in conducting the Business,
each of which is included in Purchased Intellectual Property.




5.10       Material
Contracts .




(a)         Schedule 5.10(a) sets
forth all of the following Contracts to which any Seller is a party or is
otherwise bound, relating to the Business or which otherwise may bind or affect
the Purchased Assets (collectively, the “Material
Contracts”):




(i)           Contracts
with any Affiliate or current or former officer, director, stockholder or
Affiliate of any Seller.




(ii)          the
Collective Bargaining Agreements;




(iii)         Contracts
for the sale of any of the assets of the Business for consideration in excess of
$100,000;




(iv)         Contracts
relating to incurrence of Indebtedness or the making of any loans, in each case
involving amounts in excess of $100,000;




(v)          Contracts
which require, or are reasonably expected to require, expenditures by any Seller
in excess of $25,000 per annum;




(vi)         Contracts
resulting in, or are reasonably expected to result in, the receipt by the
Business of more than $25,000 per annum in the aggregate;




(vii)        Contracts
which materially restrict the Business from engaging in any business anywhere in
the United States;




(viii)       Contracts
containing any (a) non-competition, non-solicitation or similar agreements or
arrangements or (b) “earn-out” or similar agreements or
arrangements;




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(ix)         Contracts
relating to any material joint venture, partnership or alliance;




(x)          Contracts
imposing a Lien (other than Permitted Exceptions) on any Purchased
Asset;




(xi)         Contracts
providing for severance, retention, change in control or similar
payments;




(xii)        Contracts
for the employment of any Person on a full-time, part-time or consulting or
other basis; or




(xiii)       Contracts
that are otherwise material to the Business or the Purchased Assets or the
operation thereof, including airport access agreements.




(b)           Each
Material Contract is legal, valid, binding and enforceable against the Seller
party thereto and, to the Knowledge of Seller, each other party thereto, and is
in full force and effect (in each case, subject to the Bankruptcy Case and
applicable bankruptcy, insolvency, reorganization, moratorium or other Laws
affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at
law).  Except as set forth on Schedule 5.10(b),
none of the Sellers is in default under any Material Contract and, to the
Knowledge of Seller, no other party to any Material Contract is in default
thereof and no event has occurred and is continuing that constitutes or, with
notice or the passage of time, or both, would constitute, a material default
thereunder.  The Sellers have delivered or otherwise made available to
Purchaser true, correct and complete copies of all Material Contracts, together
with all amendments, modifications or supplements thereto.  Except as
set forth on Schedule 5.10(b), no consents or approvals of any Person are
required by the Sellers to assign any rights under any Purchased Contract to
Purchaser.  The assignment by the Sellers of their rights under the
Purchased Contracts to Purchaser at Closing will not result in any violation or
default (with or without notice or lapse of time or both) under, or give rise to
any right of termination, cancellation or acceleration of any obligation or loss
of a material benefit under, or give rise to any obligation of Purchaser to make
any payment under, or to the increased, additional, accelerated or guaranteed
rights or entitlements of any Person under, or result in the creation of any
Liens upon any of the properties or assets of Purchaser following the
Closing.




5.11       Labor and Employee
Benefits .




(a)           Except
as set forth on Schedule 5.11(a),
none of the Sellers is a party to any labor or collective bargaining
agreement.  Except as set forth on Schedule 5.11(a),
there are no strikes, work stoppages, work slowdowns or lockouts pending or, to
the Knowledge of Seller, threatened in writing against any Seller.




(b)           Schedule 5.11(b)
lists all material “employee benefit plans”, as defined in Section 3(3) of
ERISA, and all other material employee benefit arrangements or payroll
practices, including, bonus plans, consulting or other compensation agreements,
incentive, equity or equity-based compensation, or deferred compensation
arrangements, stock purchase, severance pay, sick leave, vacation pay, salary
continuation, disability, hospitalization, medical insurance, life insurance,
scholarship programs maintained by any Seller or to which any Seller contributed
or is obligated to contribute thereunder for current or former employees of such
Seller (the “Employee
Benefit Plans”).




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(c)           To
the Knowledge of Seller, no Lien pursuant to ERISA Sections 303(k) or 4068 or
pursuant to Code Sections 412(n) (as in effect through the date of its repeal)
or 430(k) in favor of, or enforceable by, the Pension Benefit Guaranty
Corporation with respect to any of the Purchased Assets was perfected by the
Pension Benefit Guaranty Corporation prior to the filing of the Bankruptcy
Case.




5.12       Litigation. As of the
date hereof, except as set forth on Schedule 5.12, there
are no Legal Proceedings pending or, to the Knowledge of Seller, threatened,
related to the Business or any of the Purchased Assets or against any Seller
which has had or would reasonably be expected to have a Material Adverse Effect
or, if adversely determined, would reasonably be expected to result in damages
in excess of $100,000.  No Seller is subject to any Order except to
the extent the same has not resulted in and would not reasonably be expected to
result in a Material Adverse Effect.




5.13       Compliance with Laws;
Permits .




(a)           As
of the date hereof, the Sellers are in material compliance with all Laws
applicable to the Purchased Assets or the Business, except with respect to Taxes
and Environmental Laws which shall be governed by Sections 5.7 and
5.14,
respectively; provided, that any
legal, non-conforming use of any Owned Real Property or Leased Real Property
shall be deemed to be in material compliance.  As of the date hereof,
none of the Sellers has received any notice of or been charged with the
violation of any Laws.  To the Knowledge of Seller, no fact,
circumstance, or condition exists that could give rise to or serve as the basis
for the issuance or imposition of any Order with respect to any of the Purchased
Assets.




(b)           As
of the date hereof, the Sellers have all material Permits which are required for
the operation of the Business as presently conducted.  None of the
Sellers is in material default or violation (and no event has occurred which,
with notice or the lapse of time or both, would constitute a material default or
violation) of any term, condition or provision of any Permit to which it is a
party.  To the Knowledge of Seller, no fact, circumstance, or
condition exists that could cause the acceleration, amendment, cancellation,
revocation, rescission, suspension, termination, withdrawal, or other
modification of any such Permits, or give any Person the right to do
so.  Such Permits are assignable to Purchaser and, to the Knowledge of
Seller, such Permits are and immediately after the Closing will be sufficient to
allow the Purchaser to conduct the portion of the Business acquired by Purchaser
immediately after the Closing in substantially the same manner as conducted by
the Sellers as of the date hereof.




(c)           The
Sellers own, lease, license, operate and use the Purchased Assets and conduct
the Business in accordance with and immediately after the Closing will be in
full compliance with its organizational documents (as in effect as of the date
hereof) and in material compliance with all Laws, Permits, and Orders applicable
to the Purchased Assets and the Business; provided, that any
legal, non-conforming use of any Owned Real Property or Leased Real Property
shall be deemed to be in material compliance.  The Sellers have
received no notice or other communication, oral or written, from any
Governmental Body alleging any material contravention or violation by any Seller
of any Law, Permit, or Order applicable to it or to any of the Purchased Assets
or the Business.




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5.14       Environmental
Matters. The
representations and warranties contained in this Section 5.14 are the
sole and exclusive representations and warranties of the Sellers pertaining or
relating to any environmental, health or safety matters, including any matter
arising under any Environmental Law.  Except as set forth on Schedule 5.14, to the
Knowledge of Seller, after due inquiry, as of the date hereof:




(a)           the
operations of the Sellers with respect to the Purchased Assets have been
conducted and are in compliance in all material respects with all applicable
Environmental Law and all material Permits issued pursuant to Environmental Law,
a list of such material Permits being set forth on Schedule 5.14; each
such material Permit is and immediately after the Closing will be in full force
and effect and is assignable to Purchaser and, to the Knowledge of Seller, there
exists no fact, circumstance, or condition that could cause the termination,
suspension, revocation, or cancellation thereof;




(b)           none
of the Sellers is the subject of any outstanding material Order with any
Governmental Body respecting (i) compliance with Environmental Law, (ii)
Remedial Action, or (iii) any Release of a Hazardous Material, in each case,
with respect to the Purchased Assets;




(c)           none
of the Sellers has received any communication from any Governmental Body or, to
the Knowledge of Seller, any other Person during the three-year period ending on
the date of this Agreement alleging that any Seller may be in material violation
of any Environmental Law or any Permit issued pursuant to any Environmental Law,
or may have any material investigatory, remedial or corrective obligation under
any Environmental Law, in each case, with respect to the Purchased
Assets;




(d)           to
the Knowledge of Seller, there are no events, conditions or circumstances that
would result in any material action, claim or allegation by any Person under any
Environmental Law or related to Hazardous Materials with respect to any Owned
Real Property or Leased Real Property; and




(e)           the
Sellers have made available to Purchaser all material environmental reports,
assessments, audits and studies prepared during the three year period ending on
the date of this Agreement with respect to the Owned Real Property and Leased
Real Property in their possession.




5.15       Title to Purchased Assets;
Status of Owned Real Property and Leased Real Property .  All
of the Purchased Assets being conveyed to Purchaser hereunder will at the
Closing be delivered free and clear of all Liens to the extent provided in the
Sale Order, subject only to the Permitted Exceptions.




5.16       Related-Party
Transactions. To the
Knowledge of Seller, no shareholder, option holder, warrant holder, director, or
officer of the Sellers, or any of their respective Affiliates has any direct or
indirect financial interest in any material supplier or customer of the Sellers,
or any other Person with which the Sellers has a material business arrangement
or relationship.




5.17       Financial
Advisors. Except
for SSG Capital Advisors, LLC, no Person has acted, directly or indirectly, as a
broker, finder or financial advisor for the Sellers in connection with the
transactions contemplated hereby and no Person is entitled to any fee or
commission or like payment from Purchaser in respect thereof.




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5.18       No Other Representations or
Warranties; Schedules. EXCEPT
FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE V (AS
MODIFIED BY THE SCHEDULES HERETO) AND THE SELLER DOCUMENTS, NONE OF THE SELLERS
NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR
WARRANTY WITH RESPECT TO THE SELLERS, THE BUSINESS, THE PURCHASED ASSETS, THE
ASSUMED LIABILITIES OR OTHERWISE, OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND
THE SELLERS DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY
THE SELLERS, ANY AFFILIATE OF THE SELLERS OR ANY OF THEIR
REPRESENTATIVES.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS ARTICLE V (AS
MODIFIED BY THE SCHEDULES HERETO), THE SELLERS (I) EXPRESSLY DISCLAIM AND NEGATE
ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT COMMON LAW, BY STATUTE,
OR OTHERWISE, RELATING TO THE CONDITION OF THE PURCHASED ASSETS (INCLUDING ANY
IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS) AND (II) DISCLAIM
ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION,
FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR
IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY
OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE
PROVIDED TO PURCHASER BY ANY REPRESENTATIVE OR AFFILIATE OF THE
SELLERS).  AS A MATERIAL INDUCEMENT TO SELLERS ENTERING INTO THIS
AGREEMENT, PURCHASER REPRESENTS, WARRANTS AND ACKNOWLEDGES TO AND AGREES WITH
SELLERS THAT, WITH RESPECT TO THE PHYSICAL CONDITION OF THE OWNED REAL PROPERTY
AND LEASED REAL PROPERTY, PURCHASER IS PURCHASING ALL ASPECTS OF THE OWNED REAL
PROPERTY AND LEASED REAL PROPERTY IN AN “AS IS, WHERE IS” CONDITION “WITH ALL
FAULTS” AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS
OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR TYPE
WHATSOEVER FROM OR ON BEHALF OF THE SELLERS, EXCEPT AS EXPRESSLY PROVIDED IN
THIS AGREEMENT.  The Sellers make no representations or warranties to
Purchaser regarding the probable success or profitability of the
Business.  The disclosure of any matter or item in any Schedule hereto
shall not be deemed to constitute an acknowledgment that any such matter is
required to be disclosed or is material or that such matter would result in a
Material Adverse Effect.




ARTICLE
VI




REPRESENTATIONS
AND WARRANTIES OF PURCHASER




Purchaser
hereby represents and warrants to the Sellers that:




6.1         Organization and Good
Standing. Purchaser
is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now conducted.




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6.2         Authorization of
Agreement. Purchaser
has full corporate power and authority to execute and deliver this Agreement and
each other agreement, document, instrument or certificate contemplated by this
Agreement or to be executed by Purchaser in connection with the consummation of
the transactions contemplated hereby and thereby (the “Purchaser
Documents”), and to consummate the transactions contemplated hereby and
thereby.  The execution, delivery and performance by Purchaser hereof
and each Purchaser Document have been duly authorized by all necessary corporate
action on behalf of Purchaser.  This Agreement has been, and each
Purchaser Document will be at or prior to the Closing, duly executed and
delivered by Purchaser and (assuming the due authorization, execution and
delivery by the other parties hereto and thereto) this Agreement constitutes,
and each Purchaser Document when so executed and delivered will constitute, the
legal, valid and binding obligations of Purchaser, enforceable against Purchaser
in accordance with their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally, and subject, as to enforceability, to general
principles of equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).




6.3         Conflicts; Consents of Third
Parties .




(a)           None
of the execution and delivery by Purchaser of this Agreement or the Purchaser
Documents, the consummation of the transactions contemplated hereby or thereby,
or the compliance by Purchaser with any of the provisions hereof or thereof will
conflict with, or result in any violation of or default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or loss of a material benefit
under, or give rise to any obligation of Purchaser to make any payment under, or
to the increased additional accelerated or guaranteed rights or entitlements of
any Person under, or result in the creation of any Liens upon any of the
properties or assets of Purchaser under any provision of (i) the certificate of
incorporation and bylaws of Purchaser, (ii) any material Contract to which
Purchaser is a party or by which Purchaser or its properties or assets are bound
or (iii) any Order of any Governmental Body applicable to Purchaser or by which
any of the properties or assets of Purchaser are bound or (iv) any applicable
Law.




(b)           No
consent, waiver, approval, Order, Permit or authorization of, or declaration or
filing with, or notification to, any Person or Governmental Body is required on
the part of Purchaser in connection with the execution and delivery of this
Agreement or the Purchaser Documents, the compliance by Purchaser with any of
the provisions hereof or thereof, the consummation of the transactions
contemplated hereby or thereby or the taking by Purchaser of any other action
contemplated hereby or thereby, or for Purchaser to conduct the Business from
and after the Closing Date, except for (i) compliance with the applicable
requirements of the HSR Act and (ii) any immaterial consents, waivers,
approvals, Orders, Permits, authorizations, declarations, filings and
notifications.




6.4         Litigation. As of the
date hereof, except as set forth on Schedule 6.4, there
are no Legal Proceedings pending or, to the knowledge of Purchaser, threatened
against Purchaser or any of its Affiliates, which, if adversely determined,
would have a material adverse effect on the ability of Purchaser to perform its
obligations hereunder or to consummate the transactions contemplated
hereby.




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6.5         Financial
Advisors. No Person
has acted, directly or indirectly, as a broker, finder or financial advisor for
Purchaser in connection with the transactions contemplated hereby and no Person
is entitled to any fee or commission or like payment in respect
thereof.




6.6         Financial
Capability.




(a)           Purchaser
(i) has, and will have at the Closing, pursuant to the aggregate proceeds to be
disbursed pursuant to the Commitment Letters, together with other cash held by
Purchaser on the date hereof and at the Closing, sufficient cash in immediately
available United States funds for Purchaser to pay the Purchase Price and all
other amounts to be paid by Purchaser (including expenses) in connection with
the consummation of the transactions contemplated herein, and (ii) has not
incurred any obligation, commitment, restriction or Liability of any kind, which
would materially impair or adversely affect such resources and
capabilities.




(b)           Attached
hereto as Exhibit F is (i)
a true, correct and complete copy of the Equity Commitment Letter, dated
April 27, 2010, together with all exhibits, annexes and schedules
attached thereto (collectively, the “Equity Commitment
Letter”), and (ii) a true, correct and complete copy of the Financing
Commitment Letter, dated April 21, 2010, together with all exhibits,
annexes and schedules attached thereto (collectively, the “Financing Commitment
Letter,” and together with the Equity Commitment Letter, the “Commitment
Letters”).  Each Commitment Letter is in full force and effect,
is a legal, valid and binding obligation of each of the parties thereto and is
not subject to any contingencies or conditions that are not set forth therein
(other than the payment of the fees set forth in that certain Fee Letter, dated
April 21, 2010).




(c)           No
event has occurred which, with or without notice, lapse of time or both, would
constitute a default or breach under any term or condition of any of the
Commitment Letters, and Purchaser has no reasonable basis to believe that it or
any other party thereto will be unable to satisfy on a timely basis any term or
condition of closing to be satisfied pursuant to the such Commitment
Letters.  Notwithstanding anything to the contrary contained herein,
Purchaser’s obligations to consummate the transactions contemplated herein or in
any Purchaser Document are not conditioned or contingent in any way upon the
receipt of financing from any Person, including pursuant to the Commitment
Letters.




6.7         Condition of the
Business. Notwithstanding
anything contained herein to the contrary, Purchaser acknowledges and agrees
that the Sellers are not making any representations or warranties whatsoever,
express or implied, beyond those expressly given by the Sellers in Article V (as
modified by the Schedules hereto as supplemented or amended) and the Seller
Documents, and Purchaser acknowledges and agrees that, except for the
representations and warranties contained herein, the Purchased Assets are being
transferred on a “where is” and, as to condition, “as is”
basis.  Purchaser further represents that none of the Sellers nor any
of their Affiliates or Representatives has made any representation or warranty,
express or implied, as to any financial projection or forecast relating to the
Business or the Purchased Assets not expressly set forth herein, and none of the
Sellers nor any of their Affiliates or Representatives will have or be subject
to any liability to Purchaser or any other Person resulting from the
distribution to Purchaser or its Representatives or Purchaser’s use of, any such
information, including any such information contained in the Confidential
Information memorandum, dated July 2009, distributed on behalf of the Sellers
relating to the Business.




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6.8         Bankruptcy. There are
no bankruptcy, reorganization or insolvency proceedings pending against, being
contemplated by, or to the knowledge of Purchaser, threatened against,
Purchaser.




ARTICLE
VII




BANKRUPTCY
COURT MATTERS




7.1         Intentionally
Omitted .




(a)   
      Intentionally Omitted:




(i)           Intentionally
Omitted.




(ii)          Intentionally
Omitted.




(iii)         Intentionally
Omitted.




(b)       
  Intentionally Omitted.




(c)      
   Upon payment of the Deposit hereunder, Purchaser, its
respective Affiliates and Representatives shall be fully released and discharged
by the Sellers, their Affiliates and Representatives from any liability or
obligation arising under or relating to this Agreement (other than as otherwise
expressly provided in Section 4.6) and
Sellers, their Affiliates and Representatives shall not have any other remedy or
cause of action under, or relating to, this Agreement or any applicable
Law.




7.2         Non-Solicitation .




(a)       
  The Sellers acknowledge that the Purchaser and its Representatives
have devoted and will devote substantial time and have incurred and will incur
significant out-of-pocket expenses in connection with this Agreement and the
transactions contemplated thereby.  To induce the Purchaser and its
Representatives to incur such time and expenses, the Sellers hereby agree that
from and after the date of signing of this Agreement by the Sellers and
Purchaser and until the Closing Date (the “Exclusivity Period”)
the Sellers will not, and will not permit their respective subsidiaries,
Affiliates (including Seller Parent and its controlled subsidiaries, but
excluding any equity holders of PCAA Parent not controlled by Seller Parent),
directors, officers, employees, advisors or agents, or the subsidiaries or
affiliated or related entities of Seller Parent (excluding any equity holders of
PCAA Parent not controlled by Seller Parent), its directors, officers,
employees, advisors, or agents, to, directly or indirectly, (A) initiate,
solicit, discuss, negotiate or accept any inquiries, proposals or offers
(whether initiated by them or otherwise) with respect to (i) the acquisition of
any shares of capital stock or any other voting securities or debt securities of
any Seller or any interests therein (provided that the currently existing
minority shareholders of PCAA Parent shall be permitted to sell to each other,
Seller Parent or a wholly-owned subsidiary of Seller Parent the equity interests
of PCAA Parent currently owned by such existing minority shareholders, provided,
however, that no such sale of equity, individually or in the aggregate, shall
result in Seller Parent owning, directly or indirectly, less than 51% of the
equity interests of PCAA Parent or having the ability to elect or appoint less
than a majority of the board of directors of PCAA Parent or shall otherwise
result in a change of control of the Sellers), (ii) the acquisition of all or a
material portion of the assets and properties of any Seller or interests
therein, (iii) the merger, consolidation or combination of any Seller, (iv) the
financing or refinancing of any Seller, including, without limitation, any
debtor-in-possession financing (provided that the Sellers can solicit and
negotiate Permitted DIP Financing), (v) the liquidation, dissolution or
reorganization of any Seller or (vi) the acquisition, directly or indirectly, by
any Seller, or its subsidiaries, of capital stock or assets and properties of
any other Person (any of the foregoing clauses (i) through (vi), a “Potential
Transaction”), (B) provide information to any other Person, or review
information of any other Person, in connection with a Potential Transaction or
(C) enter into any contract, agreement or arrangement with any Person,
concerning or relating to a Potential Transaction.




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(b)         Intentionally
Omitted.




(c)         Intentionally
Omitted.




(d)         Intentionally
Omitted.




7.3         Bankruptcy Court
Filings .




(a)         Intentionally
Omitted.




(b)         Purchaser
agrees that it will promptly take such actions as are reasonably requested by
the Sellers to assist in obtaining entry of the Sale Order and a finding of
adequate assurance of future performance by Purchaser, including furnishing
affidavits or other documents or information for filing with the Bankruptcy
Court for the purposes, among others, of providing necessary assurances of
performance by Purchaser hereunder and demonstrating that Purchaser is a “good
faith” purchaser under section 363(m) of the Bankruptcy Code.  In the
event the entry of the Sale Order shall be appealed, the parties hereto shall
promptly defend such appeal with reasonable diligence.




(c)         The
Sellers shall consult with Purchaser and its Representatives concerning the Sale
Order and any other motions or orders relating to this Agreement and the Sale
Motion and provide Purchaser with copies of such documents as soon as reasonably
practicable prior to any submission thereof to the Bankruptcy
Court.




(d)         The
Sellers shall consult with Purchaser and its Representatives concerning the
disclosure statement, Chapter 11 Plan and Confirmation Order and provide
Purchaser with copies of such documents as soon as reasonably practicable prior
to any submission thereof to the Bankruptcy Court.  The forms of Sale
Order and Confirmation Order submitted to the Bankruptcy Court shall be in form
and substance reasonably satisfactory to Purchaser, including specifically a
finding that the sale of the Purchased Assets is free and clear of any Transfer
Taxes.  The Sellers shall use their commercially reasonable efforts to
obtain, on or before the Initial Termination Date, entry of the Sale Order and
Confirmation Order, and Purchaser agrees it will promptly take such actions as
are reasonably requested by Sellers to assist in obtaining the Confirmation
Order.  If the Confirmation Order is not entered by June 1, 2010, then
Purchaser may, in its sole discretion, cause the Sellers to submit as soon as
practicable thereafter, but in any event within three (3) Business Days, the
Sale Order to the Bankruptcy Court for immediate consideration and entry by
delivering to the Sellers a written direction therefor (the “Expedited Sale Order
Request”), notwithstanding such delay in the confirmation process or in
the entry of the Confirmation Order.




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(e)         No
Seller shall assume or reject any Contract under section 365 of the Bankruptcy
Code without the prior written consent of Purchaser.  On or prior to
the date hereof, Sellers shall have provided notice as contemplated under
section 365 of the Bankruptcy Code to all known parties to the Purchased
Contracts that (i) Sellers intend to assume and assign such Purchased Contracts
to Purchaser, (ii) all Cure Amounts payable in connection with such assumption
and assignment, which will be made a part of such notice, and (iii) such parties
must file any objection to such assumption and assignment or such Cure Amounts
by the deadline set forth in the Bidding Procedures Order or else waive and be
estopped from any objection to such assumption and assignment or such Cure
Amounts.




(f)          Sellers
shall use their commercially reasonable efforts to obtain, at their expense, to
the extent required, all waivers, permits, consents, approvals or other
authorizations from Governmental Bodies and all other Persons, and to effect all
registrations, filings and notices with or to Governmental Bodies and all other
Persons, as may be required for the assumption and assignment of the Purchased
Contracts (including in particular the airport access agreements), of the
Intellectual Property Licenses, and the transfer of the Business’ Permits, or to
otherwise comply with all applicable Laws in connection with the transactions
contemplated by this Agreement and to permit Purchaser to own the Purchased
Assets, including ownership of all benefits conferred under the airport access
agreements, following the Closing.  Sellers shall keep Purchaser
reasonably informed, including providing copies of correspondence and other
material information, on a timely basis, as to the status of Sellers’ efforts to
obtain such waivers, permits, consents, approvals or other
authorizations.




(g)         Each
Seller covenants and agrees that the terms of any Chapter 11 Plan or proposed
order of the Bankruptcy Court that may be filed, proposed or submitted or
supported by a Seller upon or after entry of the Sale Order or consummation of
the transactions contemplated hereby shall not conflict with, supersede,
abrogate, nullify, modify or restrict the terms of this Agreement, the Bidding
Procedures Order or the Sale Order or the rights of Purchaser hereunder or
thereunder.




7.4         Filing of Proposed Sale
Order .  Sellers
shall file a notice of amended proposed order approving the Sale Motion, which
proposed order shall be in form and substance of Exhibit B
attached hereto, no later than two (2) Business Days after the Auction (as
defined in the Bidding Procedures) and serve such notice on all Persons that
were served with the notice of the Sale Motion.




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ARTICLE
VIII




COVENANTS




8.1         Access to
Information .




(a)         The
Sellers agree that, prior to the Closing Date, Purchaser shall be entitled,
through its Representatives, to make such investigation of the properties,
businesses and operations of the Business and such examination of the books and
records of the Business, the Purchased Assets and the Assumed Liabilities as it
reasonably requests and to make extracts and copies of such books and
records.  Any such investigation and examination shall be conducted
during regular business hours upon reasonable advance notice and under
reasonable circumstances and shall be subject to restrictions under applicable
Law.  The Sellers shall, and shall cause their Representatives to,
cooperate with Purchaser and Purchaser’s Representatives in connection with such
investigation and examination, and Purchaser and its Representatives shall
cooperate with the Sellers and their Representatives and shall use their
reasonable efforts to minimize any disruption to the
Business.  Notwithstanding anything herein to the contrary, no such
investigation or examination shall be permitted to the extent that it would
require the Sellers or their Representatives to disclose (i) bids, letters of
intent, expressions of interest, or other proposals received from third parties
in connection with the transactions contemplated hereby or other information and
analyses relating to such communications or (ii) information (A) subject to
attorney-client privilege, (B) which would conflict with any confidentiality
obligations to which any Seller is bound or (C) in violation of any applicable
Law.  No investigation by Purchaser prior to or after the date of this
Agreement shall diminish or obviate any of the representations, warranties,
covenants or agreements of Seller contained in this Agreement or the Seller
Documents.




(b)         From
and after the entry of the Sale Order approving the transactions contemplated
hereunder with Purchaser, Purchaser and its Representatives shall be permitted
to contact the counterparties to the Real Property Leases during regular
business hours to request estoppel certificates in connection with the
transactions contemplated hereunder, provided that in no
event shall the receipt of any estoppel certificates by Purchaser be a condition
to closing.




(c)         Within
60 days after the end of each fiscal quarter following the date hereof, the
Sellers shall deliver to Purchaser complete and correct copies of the unaudited
consolidated balance sheet of PCAA Parent as of the end of such fiscal quarter
and the related unaudited consolidated statements of income and of cash flows of
PCAA Parent for the quarterly period then ended, prepared from the books and
records of PCAA Parent consistent with past practice.  Within 10
Business Days after the end of each calendar month following the date hereof,
the Sellers shall deliver to Purchaser copies of PCAA Parent’s unaudited monthly
management financial reports, which reports shall be prepared from the books and
records of PCAA Parent consistent with past practice.




(d)         Purchaser
agrees that, after the Closing Date and for a period of eighteen (18) months
thereafter, Purchaser shall grant reasonable access to the Committee (as such
term is defined in the Bidding Procedures), the Liquidating Trustee (as such
term is defined in the Chapter 11 Plan), the trustee for the Lender Liquidating
Trust (as such term is defined in the Chapter 11 Plan) and their respective
Representatives to the books and records of Purchaser as they relate to the
Purchased Assets, to allow the Committee, the Liquidating Trustee and the
trustee for the Lender Liquidating Trust to liquidate and dispose of the
Liquidating Trust Assets (as such term is defined in the Chapter 11 Plan) and to
prosecute objections to any claims, including making extracts and copies of such
books and records as reasonably necessary for such purposes.  Any such
access shall be granted during regular business hours upon reasonable advance
notice and shall be subject to restrictions under applicable
Law.  Purchaser shall, and shall cause its Representatives to,
cooperate with the Committee, the Liquidating Trustee, the trustee for the
Lender Liquidating Trust and their respective Representatives in connection with
such access, and the Committee, the Liquidating Trustee, the trustee for the
Lender Liquidating Trust and their respective Representatives shall cooperate
with Purchaser and its Representatives and shall use their reasonable efforts to
minimize any disruption to the Purchaser and its businesses.




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8.2         Conduct of the Business
Pending the Closing.




(a)         Prior
to the Closing, except as required by applicable Law, as otherwise expressly
contemplated hereby or with the prior written consent of Purchaser (which
consent shall not be unreasonably withheld, delayed or conditioned), the Sellers
shall conduct the Business only in the Ordinary Course of Business.




(b)         Prior
to the Closing, except as set forth on Schedule 8.2(b), as
required by applicable Law, as otherwise expressly contemplated hereby or with
the prior written consent of Purchaser (which consent shall not be unreasonably
withheld, delayed or conditioned), the Sellers shall not take any of the
following actions, with respect to the Business:




(i)        incur
any Indebtedness in excess of $100,000, other than debtor-in-possession
financing to be obtained by the Sellers in their sole discretion, provided that such
financing shall not (A) be provided by any Person that has submitted a Qualified
Bid or that is a Qualified Bidder pursuant to the Bidding Procedures Order and
the Bidding Procedures (excluding for purposes hereof any lender to a Seller as
of the date hereof), or (B) contain any terms that would impair the Sellers’
ability to consummate the transaction contemplated herein;




(ii)       purchase
or sell any material assets, including any Purchased Assets;




(iii)      make
any material capital expenditure or perform any material construction on any
Owned Real Property or Leased Real Property, other than routine maintenance and
repairs in the Ordinary Course of Business;




(iv)     declare,
set aside, make or pay any distribution of any Purchased Assets;




(v)       make
any loan or advance to any Person, other than intercompany loans among one or
more Sellers;




(vi)     except
for the Management Incentive Plan, (A) materially increase the annual level of
compensation for any employee of any Seller, (B) materially increase the annual
level of compensation payable or to become payable by any Seller to any of its
executive officers, (C) other than in the Ordinary Course of Business or as
contemplated by the Sellers’ existing bonus plans, grant any bonus, benefit or
other direct or indirect compensation to any employee, director or consultant,
(D) other than in the Ordinary Course of Business, increase the coverage or
benefits available under any (or create any new) severance pay, termination pay,
vacation pay, company awards, salary continuation for disability, sick leave,
deferred compensation, bonus or other incentive compensation, insurance, pension
or other employee benefit plan or arrangement made to, for or with any of the
directors, officers, or employees of any Seller or otherwise modify, amend or
terminate any such plan or arrangement or (E) enter into any employment,
deferred compensation, severance, consulting, non-competition or similar
agreement (or amend any such agreement) to which any Seller is a party or
involving a director, officer or employee of any Seller in his or her capacity
as a director, officer or employee of any Seller, other than renewals of
existing employment agreements with any director, officer or employee of any
Seller;




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(vii)    enter
into, amend or terminate any Collective Bargaining Agreement;




(viii)   subject
any Purchased Asset to any Lien (provided, however, the
foregoing shall not be construed to prohibit any Lien recorded against the Owned
Real Property or the Leased Real Property without the consent of any Seller,
subject to Section
8.10(c) hereof), except (A) in connection with any order authorizing the
Permitted DIP Financing and (B) the Sellers may grant easements in favor of a
utility company to install, maintain and repair lines, poles, pipes and related
equipment on, over and under any Owned Real Property or Leased Real Property
which services such property; provided, however, that the same do not impose any
monetary obligation on the owner of such property, materially interfere with the
current use of such property, or materially affect the fair market value of such
property (each, a “Permitted New Utility
Easement”);




(ix)      enter
into any merger, consolidation or similar transaction with any Person except as
expressly permitted by this Agreement, subject to all relevant covenants and
conditions;




(x)       cancel
or compromise any debt owed to any Seller, or any claim of any Seller against
any Person, or waive or release any material right relating to the
Business;




(xi)      enter
into any material amendment, modification or supplement to the Purchased
Contracts or lease, assign, sublease, terminate, fail to make any payment in
respect of, or reject the Purchased Contracts;




(xii)     enter
into, amend or terminate any Material Contracts or any Intellectual Property
License (other than licenses for unmodified commercially available off the shelf
software) other than pursuant to clauses (vi) and (vii)
above;




(xiii)    take
any action of any kind which would impair or reduce the value of the Purchased
Assets;




(xiv)    enter
into any transaction not in the Ordinary Course of Business; or




(xv)     enter
into any agreement or otherwise agree to do any of the foregoing.




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(c)          Without
limiting the generality of the foregoing, from the date of this Agreement until
the Closing and taking into consideration the Bankruptcy Case and all effects
relating thereto, each Seller shall use commercially reasonable efforts
to:




(i)        maintain
itself as an entity of the type set forth on the signatures pages hereof, duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of incorporation, formation, or organization of such
Seller;




(ii)       maintain
the Purchased Assets in accordance with good and prudent business practices and
in good operating condition and repair, subject only to ordinary wear and
tear;




(iii)      conduct
its businesses, operations, and affairs consistent with past
practice;




(iv)      preserve
intact its business organization;




(v)       preserve
its current relationships with its employees, consultants, suppliers, licensors,
distributors, customers, and licensees, and any other Persons with which it has
any material business relationship;




(vi)      continue
in full force and effect without material modification all policies or binders
of insurance that it currently maintains;




(vii)     maintain
the length of the payment cycles for its payables and receivables in accordance
its past practices; and




(viii)    exercise,
but only after notice to Purchaser and receipt of Purchaser’s prior written
agreement thereto, all rights of renewal pursuant to the terms of any Purchased
Contract that by its terms would otherwise expire.




8.3         Consents. The
Sellers and Purchaser shall each use its commercially reasonable efforts to
obtain at the earliest practicable date all consents and approvals required to
consummate the transactions contemplated hereby, including, the consents and
approvals referred to in Section 5.3(b); provided, however, that no party shall be
obligated to pay any consideration therefor to any third party from whom any
consent or approval is requested or to initiate any Legal Proceeding to obtain
any such consent or approval.




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8.4         Regulatory
Approvals.




(a)         Purchaser
and the Sellers shall make or cause to be made all filings required of each of
them or any of their respective Subsidiaries or Affiliates under the HSR Act or
other Antitrust Laws with respect to the transactions contemplated hereby as
promptly as practicable and, in any event, within 10 Business Days after the
date hereof in the case of all filings required under the HSR Act and within 20
days in the case of all other filings required by other Antitrust Laws; provided that each of
Purchaser, on the one hand, and the Sellers, on the other, shall pay half of all
fees and expenses in connection with such filings.  The Sellers and
Purchaser shall (i) comply at the earliest practicable date with any request
under the HSR Act or other Antitrust Laws for additional information, documents,
or other materials received by each of them or any of their respective
Subsidiaries from any applicable Governmental Body in respect of such filings or
such transactions, and (ii) cooperate with each other in connection with any
such filing (including, to the extent permitted by applicable Law, providing
copies of all such documents to the non-filing parties prior to filing and
considering all reasonable changes suggested in connection therewith) and in
connection with resolving any investigation or other inquiry of any Governmental
Body under any Antitrust Laws with respect to any such filing or any such
transaction.  Each such party shall use reasonable best efforts to
furnish to each other all information required for any application or other
filing to be made pursuant to any applicable Law in connection with the
transactions contemplated hereby.  Each such party shall promptly
inform the other parties hereto of any oral communication with, and provide
copies of written communications with, any Governmental Body regarding any such
filings or any such transaction.  No party hereto shall independently
participate in any formal meeting with any Governmental Body in respect of any
such filings, investigation, or other inquiry without giving the other parties
hereto prior notice of the meeting and, to the extent permitted by such
Governmental Body, the opportunity to attend and/or participate.  The
Sellers and Purchaser may, as each deems advisable and necessary, reasonably
designate any competitively sensitive material provided to the other under this
Section 8.4 as
“outside counsel only”.  Such materials and the information contained
therein shall be given only to the outside legal counsel of the recipient and
will not be disclosed by such outside counsel to employees, officers, or
directors of the recipient, unless express written permission is obtained in
advance from the source of the materials.




(b)         Each
of Purchaser and the Sellers shall use their reasonable best efforts to resolve
such objections, if any, as may be asserted by any Governmental Body with
respect to the transactions contemplated hereby under the HSR Act and any other
Laws having the purpose or effect of monopolization or restraint of trade
(collectively, the “Antitrust
Laws”).  In connection therewith, if any Legal Proceeding is
instituted (or threatened to be instituted) challenging that any transaction
contemplated hereby is in violation of any Antitrust Law, each of Purchaser and
the Sellers shall cooperate and use their reasonable best efforts to contest and
resist any such Legal Proceeding, and to have vacated any decree, judgment,
injunction or other order that is in effect which prohibits or restricts
consummation of the transactions contemplated hereby, unless, by mutual
agreement, Purchaser and the Sellers decide that litigation is not in their
respective best interests.  In connection with and without limiting
the foregoing, each of Purchaser and the Sellers agrees to take, or cause to be
taken, all other actions necessary, proper or advisable under all applicable
Antitrust Laws to consummate the transactions contemplated hereby, including
committing to or effecting, by consent decree, hold separate orders, trust or
otherwise, the sale or disposition of such of its assets or businesses as are
required to be divested in order to avoid the entry of any decree or order that
would otherwise have the effect of preventing or materially delaying the
consummation of the transactions contemplated hereby.




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8.5         Confidentiality. Purchaser
shall hold, and shall cause its Affiliates and  Representatives to
hold, in strict confidence from any Person all documents and information
provided to Purchaser in connection with this Agreement, including under Section 8.1, and the
terms, conditions and consummation of the transactions contemplated hereby
(collectively, the “Confidential
Information”), unless compelled to disclose by judicial or administrative
process (including in connection with obtaining the necessary approvals of this
Agreement and the transactions contemplated hereby of any Governmental Body) or
by other requirements of Law; provided, that
following the Closing the foregoing restrictions will not apply to Purchaser’s
use of Confidential Information concerning the Purchased Assets or the Assumed
Liabilities, including the disclosure of Confidential Information to Affiliates
of Purchaser; provided, further, that
Purchaser acknowledges that any and all other Confidential Information provided
to it by the Sellers or its Representatives concerning the Sellers, any of their
Affiliates, the Excluded Assets or the Excluded Liabilities shall remain subject
to the foregoing restrictions from and after the Closing Date.  In the
event the transactions contemplated hereby are not consummated, upon the request
of the Sellers, Purchaser shall, and shall cause its Affiliates and its and
their Representatives to, promptly (and in no event later than five Business
Days after such request) return or cause to be returned all copies of
Confidential Information and destroy or cause to be destroyed all notes,
memoranda, summaries, analyses, compilations and other writings related thereto
or based thereon prepared by Purchaser, any of its Affiliates or its or their
Representatives.  Notwithstanding the foregoing, the parties hereto
acknowledge and understand that this Agreement (together with the exhibits and
schedules attached hereto) will be made available to prospective bidders and
filed with the SEC by the Sellers’ ultimate parent company and disclosures
relating to the transactions contemplated by this Agreement will be made to the
Sellers’ secured lenders and any creditors’ committee in connection with the
Bankruptcy Case and disclosed in filings with the SEC.  The parties
agree that such disclosure will not be deemed to violate any confidentiality
obligations owing to any party to this Agreement, whether pursuant to this
Agreement or otherwise.  This Section 8.5 shall not
in any way limit the disclosure of information by the Sellers or its Affiliates
or Representatives in connection with the administration of the Bankruptcy Case,
pursuant to any provision of the Bankruptcy Code or any Order of the Bankruptcy
Court or pursuant to Section
7.3.




8.6         Preservation of
Records. The
Sellers and Purchaser agree that each of them shall preserve and keep the
records relating to the Business for a period of seven years from the Closing
Date and shall make such records and personnel available to the other as may be
reasonably requested by such party in connection with, among other things, any
insurance claims by, Legal Proceedings or Tax audits against or governmental
investigations of any Seller or Purchaser or any of their Affiliates or in order
to enable the Sellers or Purchaser to comply with their respective obligations
hereunder and under each other agreement, document or instrument contemplated
hereby or thereby; provided, however, that in no
event shall any Seller be obligated to provide any information if doing so could
jeopardize any privilege available to such Seller or its Affiliates relating to
such information or cause such Seller or its Affiliates to breach a
confidentiality obligation to which it is bound.  In the event the
Sellers or Purchaser wishes to destroy such records before or after the
seven-year period, such party shall first give 30 days prior written notice to
the other and such other party shall have the right at its option and expense,
upon prior written notice given to such party within such 30 day period, to take
possession of the records within 30 days after the date of such
notice.




8.7         Publicity. Neither
the Sellers nor Purchaser shall issue any press release or public announcement
concerning this Agreement or the transactions contemplated hereby without
obtaining the prior written approval of the other party hereto, which approval
shall not be unreasonably withheld, conditioned or delayed, unless, in the sole
judgment of counsel to Purchaser or the Sellers, as applicable, disclosure is
otherwise required by applicable Law, Order or by the Bankruptcy Court with
respect to filings to be made with the Bankruptcy Court in connection with this
Agreement, provided that any
such press release or public announcement does not contain any information in
addition to the information that is required to be so disclosed, and provided, further, that the
party intending to make such release or announcement shall, consistent with such
applicable Law, Order or Bankruptcy Court requirement, consult with the other
party with respect to the text thereof.  Notwithstanding anything
herein to the contrary, after the Closing, Purchaser may, at its own expense,
place announcements on its corporate website and in financial and other
newspapers and periodicals (such as a customary “tombstone” advertisement,
including the Business’ logos or other identifying marks) describing the
transactions consummated at the Closing.




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8.8         Use of
Name. The
Sellers hereby agree that upon the consummation of the transactions contemplated
hereby, Purchaser shall have the sole right to the use of the names “Parking
Company America Airports”, “AviStar”, “FastTrack”, “Mr. B’s” and “SkyPark”
or similar names or any service marks, trademarks, trade names, identifying
symbols, logos, emblems, signs or insignia related thereto or containing or
comprising the foregoing, including any name or mark confusingly similar thereto
(collectively, the “Purchased Business NameTrademarks”), subject
to any contractual or legal restrictions associated therewith, and the Sellers
shall not, and shall not permit any Affiliate to, use such name or any variation
or simulation thereof, other than in the case of disclosures by the Sellers or
their Affiliates of their former ownership of the Business.  In
furtherance thereof, as promptly as practicable but in no event later than 120
days following the Closing Date, the Sellers shall remove or otherwise
obliterate all Purchased Business Name Trademarks from all materials including,
any sales and marketing materials, displays, signs, promotional materials and
other materials in their possession.  Within twenty (20) days
following the Closing Date, Sellers shall file, and shall cause their Affiliates
to file, all documentation necessary to change their respective corporate names
to remove any Purchased Business Name Trademark.




8.9         Schedules. The
Schedules may include items that are not material in order to avoid any
misunderstanding, and such inclusion, or any references to dollar amounts, shall
not be deemed to be an acknowledgement or representation that such items are
material, to establish any standard of materiality or to define further the
meaning of such terms for purposes hereof.  Information disclosed in
the Schedules shall constitute a disclosure for all purposes hereunder
notwithstanding any reference to a specific section, and all such information
shall be deemed to qualify this entire Agreement and not just such
section.




8.10       Title of Owned Real Property
and Leased Real Property .




(a)         If
any update of the Title Commitments or the Surveys shall disclose any new
exceptions to title (i.e. items not disclosed in the Title Commitments) which
are not Permitted Exceptions (the “New Title Objections”
and, together with the Initial Title Objections, the “Title Objections”),
Purchaser shall, within five (5) Business Days prior to the Sale Hearing Date,
deliver written notice to Sellers (with a copy to Sellers’ counsel) of any New
Title Objections which are not Permitted Exceptions and the basis for such
objections.  In addition, Purchaser shall update the Title Commitments
as of five (5) Business Days prior to the Closing Date, and Purchaser shall have
the right to update the Title Commitments as of the Closing Date, and Purchaser
shall have the right to notify the Sellers of any New Title Objections disclosed
by such update (which were not disclosed in the Title Commitments or the updates
thereof described in the previous sentence), and the basis for such
objections.  Purchaser’s failure to comply with the terms of the
preceding sentences shall be deemed an election by Purchaser not to object to
such exceptions.  It is expressly understood that in no event shall
any Seller be required to take any action, bring any proceeding or otherwise
incur any expense in order to eliminate any Title Objections, other than those
exceptions that (i) are recorded by or with the consent of the Sellers or (ii)
can be removed by the payment of a liquidated sum of money, to the extent not
otherwise removed by recording the Sale Order or the Confirmation Order; provided, that in no
event shall the Sellers be obligated under clause (ii) to pay in excess of (x)
$100,000 in the aggregate as to all such Title Objections with respect to any
one Owned Real Property or Leased Real Property or (y) $1,000,000 in the
aggregate with respect to all Owned Real Property and Leased Real Property;
provided further, that the
Sellers shall not be obligated to make any such payments with respect to any
Leased Real Property to the extent such exception is attributable to the owner
of such property and not to a Seller.  Sellers shall have the right to
adjourn the Closing for a reasonable period (not to exceed ten (10) Business
Days) in order to cure any Title Objection which the Sellers are required to or
elect to cure hereunder.




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(b)         In
lieu of satisfying any of the Title Objections set forth in the penultimate
sentence of Section
8.10(a), Sellers shall have the option, but not the obligation, to (i)
deposit with the Title Company such sum of money or deliver to the Title Company
such affidavits and certificates as may be required by the Title Company to
induce the Title Company to omit such lien and/or encumbrance as an exception to
title or to affirmatively insure Purchaser against collection of liens and/or
encumbrances that are not Permitted Exceptions, or (ii) direct Purchaser to
apply a portion of the Purchase Price to the satisfaction of such liens and
encumbrances, provided that the
Title Company shall commit, in writing, prior to the Closing Date to omit such
lien or encumbrance as an exception to title.




(c)         In
the event that (i) with regard to the Owned Real Property and the Leased Real
Property, Fidelity National Title Insurance Company (the “Title Company”) is
unwilling to issue a standard form of owner’s or leasehold title insurance
policy, which may be in the form of a binding marked commitment or binding pro
forma (subject to no contingencies other than the payment of premiums at the
Title Company’s regular rates) (each, a “Title Policy”), for
each Owned Real Property and Leased Real Property, subject only to Permitted
Exceptions, (ii) there shall be any material condemnation or eminent domain
proceedings of any kind pending or threatened against any Owned Real Property or
Leased Real Property, except as set forth on Schedule 5.8(c), or
(iii) there shall be any material damage to or destruction of any improvements
(including any finished portion of a parking lot) to any Owned Real Property or
Leased Real Property as a result of casualty (each of (i), (ii) and (iii), an
“Individual Property
Failure”), and the Owned Real Property or Leased Real Property giving
rise to all such Individual Property Failures constitute properties accounting
for revenues equal to or not in excess of $6,800,000 (based on the contribution
of such properties as set forth in 2009 Base Plan Revenue), then Purchaser shall
have the right, upon written notice to the Sellers, to either (i) terminate this
Agreement solely as to one or more of such properties comprising the Individual
Property Failures, and the Purchase Price shall be reduced by deducting the
allocated value of such properties, as determined pursuant to Section 3.3(b)
hereof, or (ii) proceed with the Closing with respect to any or all of such
properties comprising the Individual Property Failures, without reduction of the
Purchase Price except that (a) Purchaser shall have the right to apply a portion
of the Purchase Price to the satisfaction of such liens and encumbrances which
Seller is obligated to remove under Section 8.10(a),
subject to the limitations set forth in the penultimate sentence of Section 8.10(a), and
further subject to the rights of the Sellers under the last sentence of Section 8.10(a)
and under Section
8.10(b), and (b) in the event of any material condemnation or
eminent domain of, or material damage to or destruction of, any Owned Real
Property or Leased Real Property, Sellers shall pay or assign to Purchaser all
proceeds of insurance or condemnation awards payable to Seller by reason of such
condemnation, eminent domain proceedings or casualty, and Seller shall credit
the Purchase Price to the extent of any unpaid deductible under any policies of
insurance.  In such event, the parties shall have no further
obligations with regard to such property or properties (other than those
obligations which expressly survive the termination of this
Agreement).




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(d)         The
premium for Purchaser’s Title Policies (including, without limitation, any
endorsements) and related charges and survey costs shall be paid by
Purchaser.




8.11       Permits and
Licenses .  Commencing
on the date of this Agreement, the parties, cooperating in good faith, shall use
commercially reasonable efforts to take such steps, including the filing of any
required applications with Governmental Body, as may be necessary (i) to effect
the transfer of the Permits to the Purchaser at the Closing or if not possible
prior to the Closing as soon as practicable thereafter, to the extent such
transfer is permissible under applicable Law, and (ii) to enable the
Purchaser to obtain as soon as practicable any additional licenses, permits,
approvals, consents, certificates, registrations, and authorizations (whether
governmental, regulatory, or otherwise) as may be necessary for the lawful
operation of the Business from and after the Closing Date (the actions described
in the foregoing clauses (i) and (ii) being referred to herein as the “Permitting
Process”).  Any filing or other fees and other out-of-pocket
expenses associated with the Permitting Process shall be paid by the
Purchaser.




ARTICLE
IX




EMPLOYEES
AND EMPLOYEE BENEFITS




9.1         Employment.




(a)         Prior
to the Closing, the Purchaser shall make an offer of employment to substantially
all of the Employees who remain employed by the Sellers immediately prior to the
Closing to commence immediately following the Closing.  Any such
employment offers will (i) be contingent on the Closing occurring and
(ii) be subject to and in compliance with Purchaser’s human resources
policies and procedures and have terms and responsibilities determined by
Purchaser in its sole discretion. The Sellers shall assist Purchaser in
contacting such Employees to confirm receipt of the offers.  Such
individuals who accept such offer by, and commence employment on, the Closing
Date are hereinafter referred to as the “Transferred
Employees.”  Purchaser shall make reasonable efforts in good
faith to ensure that all of the Transferred Employees are immediately employed
by Purchaser on the Closing Date and that the Transferred Employees receive, to
the extent commercially available, on the Closing Date, the Employee Benefits
described in Section
9.2(a) effective as of the Closing Date.




(b)         Purchaser
shall assume the obligations of, and will be a successor with respect to, all
Collective Bargaining Agreements, and with respect to the Employees who are
covered by any such Collective Bargaining Agreements, Purchaser may provide any
offers of employment pursuant to Section 9.1(a) to the
appropriate union representative.




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9.2         Employee
Benefits.




(a)         On
the Closing Date, Purchaser shall provide, or cause to be provided, to each of
the Transferred Employees categorized as “hourly employees,” including all
drivers, cashiers, dispatch personnel, maintenance, mechanic, administrative and
clerical personnel, employee benefits plans (hereinafter “Purchaser Plans”)
providing benefits substantially similar in the aggregate to those provided
under Employee Benefit Plans in effect as of the Closing Date and as set forth
on Schedule
9.2(a); provided that the
per-employee cost to Purchaser of providing such benefits shall not exceed the
per-employee cost to the Sellers of providing the substantially similar benefits
immediately prior to the Closing; provided, further, that such
benefits are commercially available.  On the Closing Date, Purchaser
shall use commercially reasonable efforts to provide, or cause to be provided,
to each of the Transferred Employees that are categorized as “salaried” and/or
“management personnel” supplemental insurance benefits in addition to benefits
available to hourly employees.  Except as provided in this Section 9.2,
Purchaser shall have no liability for any claims, damages, causes of action or
liabilities arising from termination of employment of employees by the Sellers
prior to Closing.




(b)         Effective
as of the Closing, Purchaser shall assume, under the Purchaser Plans, all of the
Sellers’ responsibilities under Section 4980B of the Code and similar state laws
providing for continuation coverage (collectively, “COBRA”) for all
individuals entitled to COBRA coverage from the Sellers with respect to the
Business (“Seller
COBRA Beneficiaries”).  In this connection, Purchaser shall
charge Seller COBRA Beneficiaries 102% of the “applicable premium” (as defined
under COBRA) under Purchaser Plans, except that with respect to any Seller COBRA
Beneficiaries entitled to premium reductions pursuant to The American Recovery
and Reinvestment Act of 2009 and any similar laws providing for COBRA premium
reductions (collectively, “ARRA”), Purchaser
shall charge Seller COBRA Beneficiaries the maximum amount permitted under ARRA
and apply for the payroll tax credit pursuant to ARRA. To the extent that
Purchaser incurs any costs in connection with Seller COBRA Beneficiaries in
excess of the premiums and payroll tax credits set forth in the preceding
sentence hereof, the Sellers hereby agree to reimburse Purchaser for such excess
costs.




(c)         The
Transferred Employees shall not accrue benefits, and shall cease to be covered,
under any Employee Benefit Plan on and after the Closing Date.




(d)         Claims
of the Transferred Employees and their eligible beneficiaries and dependents for
medical, dental, prescription drug, life insurance, and/or other welfare
benefits (“Welfare
Benefits”) (other than short-term or long-term disability benefits) that
are incurred on or before the Closing Date shall be the sole responsibility of
the Employee Benefit Plans.  Claims of the Transferred Employees and
their eligible beneficiaries and dependents for Welfare Benefits that are
incurred after the Closing Date shall be the sole responsibility of the
Purchaser Plans.




(e)         Nothing
contained in this Article IX or
elsewhere in this Agreement shall be construed to prevent the termination of
employment by Purchaser of any individual Transferred Employee or any change in
the employee benefits available to any individual Transferred Employee following
the Closing.




(f)          Except
as required by applicable Law, Sellers shall be responsible for all Liabilities
with respect to Transferred Employees attributable to their accrued and unused
vacation, sick days and personal days, and otherwise for all claims, through the
Closing Date.




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ARTICLE
X




CONDITIONS
TO CLOSING




10.1       Conditions
Precedent to Obligations of Purchaser. The
obligation of Purchaser to consummate the transactions contemplated hereby is
subject to the fulfillment, on or prior to the Closing Date, of each of the
following conditions (any or all of which can only be waived in writing by
Purchaser in whole or in part):




(a)         the
representations and warranties of the Sellers set forth herein qualified as to
materiality or Material Adverse Effect shall be true and correct, and those not
so qualified shall be true and correct in all material respects, as of the date
of this Agreement and at and as of the Closing Date as though made on the
Closing Date, except to the extent such representations and warranties relate to
an earlier date (in which case such representations and warranties qualified as
to materiality or Material Adverse Effect shall be true and correct, and those
not so qualified shall be true and correct in all material respects, on and as
of such earlier date);




(b)         the
Sellers shall have performed and complied in all material respects with all
obligations and agreements required herein to be performed or complied with by
the Sellers pursuant to this Agreement prior to the Closing Date;




(c)         Purchaser
shall have received a certificate signed by an authorized officer or member, as
applicable, of each of the Sellers, dated the Closing Date, to the effect of the
matters contained in clauses (a) and (b) of this Section
10.1;




(d)         Owned
Real Properties and Leased Real Properties giving rise to any Individual
Property Failures shall not, individually or in the aggregate, constitute
properties accounting for revenues in excess of $6,800,000 (based on the
contribution of such properties as set forth in 2009 Base Plan
Revenue);




(e)         the
Sellers shall have delivered, or caused to be delivered, to Purchaser all of the
items set forth in Section 4.2;
and




(f)          Purchaser
and the Sellers shall have obtained any other consent, approval, order or
authorization of, or registration, declaration or filing with, any Governmental
Body or any other Person with respect to the consents set forth on Schedule 10.1(f)
required to be obtained or made in connection with the execution and delivery of
this Agreement or the consummation of the transactions contemplated herein
without any terms or conditions that, individually or in the aggregate, would
result in the loss of any material benefits reasonably expected to be received
by Purchaser in connection with the transactions contemplated hereby, or a
material increase in expenses; provided, that
any Contract that may be assumed and assigned pursuant to section 365 of
the Bankruptcy Code shall not be included on Schedule
10.1(f).




10.2       Conditions
Precedent to Obligations of the Sellers. The
obligations of the Sellers to consummate the transactions contemplated hereby
are subject to the fulfillment, prior to or on the Closing Date, of each of the
following conditions (any or all of which may be waived by the Sellers in whole
or in part):




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(a)         the
representations and warranties of Purchaser set forth herein qualified as to
materiality shall be true and correct, and those not so qualified shall be true
and correct in all material respects, as of the date of this Agreement and at
and as of the Closing Date as though made on the Closing Date, except to the
extent such representations and warranties relate to an earlier date (in which
case such representations and warranties qualified as to materiality shall be
true and correct, and those not so qualified shall be true and correct in all
material respects, on and as of such earlier date);




(b)         Purchaser
shall have performed and complied in all material respects with all obligations
and agreements required hereby to be performed or complied with by Purchaser
pursuant to this Agreement on or prior to the Closing Date;




(c)          the
Sellers shall have received a certificate signed by an authorized officer of
Purchaser, dated the Closing Date, to the effect of the matters contained in
clauses (a) and (b) of this Section
10.2;




(d)         Purchaser
shall have delivered, or caused to be delivered, to the Sellers all of the items
set forth in Section
4.3; and




(e)         the
Bankruptcy Court shall have entered the Confirmation Order in form and substance
satisfactory to the Sellers and reasonably satisfactory to Purchaser and the
Confirmation Order shall have remained in full force and effect and shall not
have been stayed, vacated, modified or supplemented without the Purchaser’s
prior written consent; provided that this
condition shall no longer be in effect if the Sellers shall have properly
received an Expedited Sale Order Request from Purchaser pursuant to Section
7.3(d).




10.3       Conditions
Precedent to Obligations of Purchaser and the Sellers. The
respective obligations of Purchaser and the Sellers to consummate the
transactions contemplated hereby are subject to the fulfillment, on or prior to
the Closing Date, of each of the following conditions (any or all of which may
be waived by both Purchaser and the Sellers in whole or in part to the extent
permitted by applicable Law):




(a)         there
shall not be in effect any final, non-appealable Order of a Governmental Body of
competent jurisdiction restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated hereby;




(b)         the
Bidding Procedures Order shall have remained in full force and effect and shall
not have been stayed, vacated, modified or supplemented without the Purchaser’s
prior written consent;




(c)         the
Bankruptcy Court shall have entered the Sale Order in form and substance
acceptable to Purchaser in its sole discretion and the Sale Order shall have
remained in full force and effect and shall not have been stayed, vacated,
modified or supplemented without the Purchaser’s prior written consent;
and




(d)         the
waiting period (and any extension thereof) applicable to the consummation of the
transactions contemplated hereby under the HSR Act shall have expired or been
terminated.




10.4       Frustration of
Closing Conditions. Neither
the Sellers nor Purchaser may rely on the failure of any condition set forth in
Section 10.1,
10.2 or 10.3, as the case may
be, if such failure was caused by such party’s failure to comply with any
provision hereof.




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ARTICLE
XI




TAXES




11.1       Transfer
Taxes. The
Sellers shall seek to include in the Sale Order and Confirmation Order a
provision under Bankruptcy Code section 1146(c) that provides that the transfer
of the Purchased Assets be free and clear of any sales, use, stamp, documentary
stamp, filing, recording, transfer or similar fees or Taxes or governmental
charges (including any interest and penalty thereon) payable in connection with
the transactions contemplated hereby (collectively, “Transfer Taxes”).
Sellers shall be solely responsible in all instances for all Transfer
Taxes.




11.2       Purchase Price
Allocation. Within 60
days after the Closing Date, Purchaser shall prepare and deliver to PCAA Parent
an allocation of an amount equal to the Purchase Price, and any Assumed
Liabilities properly taken into account for purposes of determining the purchase
price for U.S. federal income tax purposes, among the Purchased Assets in
accordance with Section 1060 of the Code.  Within 30 days of its
receipt of such allocation, PCAA Parent shall (i) notify Purchaser that it
concurs with the allocation and/or determination of fair market value, or (ii)
provide written comments to the allocation and/or determination of fair market
value, however, the consent and approval by PCAA Parent shall not be
unreasonably withheld, delayed or conditioned.  If PCAA Parent and
Purchaser disagree on any aspect of the allocation and/or determination of fair
market value, PCAA Parent and Purchaser agree to use reasonable best efforts to
resolve any such disagreement within 120 days after the Closing.  Any
allocation agreed to pursuant to this Section 11.2 shall be
binding on PCAA Parent and Purchaser for all Tax reporting purposes, and each of
PCAA Parent and Purchaser agrees to cooperate with the other in preparing IRS
Form 8594 (to the extent required to reflect the allocation), and to furnish the
other with a draft copy of such form within a reasonable period before its
filing due date.  If PCAA Parent and Purchaser are unable to resolve
any disagreement with respect to the allocation within such 120 day period, each
party shall be entitled to allocate the Purchase Price for U.S. federal income
tax purposes among the Purchased Assets as such party sees fit.




ARTICLE
XII




MISCELLANEOUS




12.1       No Survival of
Representations and Warranties .The parties hereto agree that the
representations, warranties, covenants and agreements contained herein or in any
other document delivered pursuant to this Agreement shall not survive the
Closing Date, except for covenants and agreements that by their terms are to be
satisfied after the Closing Date and as otherwise provided in Section 4.6(a), which
covenants and agreements shall survive until satisfied in accordance with their
terms.




12.2       No Consequential
Damages .Notwithstanding anything herein to
the contrary, no party shall, in any event, be liable to any other Person for
any consequential, incidental, indirect, special or punitive damages of such
other Person, including loss of future revenue, income or profits, diminution of
value or loss of business reputation or opportunity relating to the breach or
alleged breach hereof.




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12.3       Expenses. Except as
otherwise provided herein (including Section 8.4), each of
the Sellers and Purchaser shall bear its own expenses incurred in connection
with the negotiation and execution hereof and each other agreement, document and
instrument contemplated hereby and the consummation of the transactions
contemplated hereby and thereby.




12.4       Injunctive
Relief. Damages
at law may be an inadequate remedy for the breach of any of the covenants,
promises and agreements contained herein, and, accordingly, any party hereto
shall be entitled to injunctive relief with respect to any such breach,
including without limitation specific performance of such covenants, promises or
agreements or an order enjoining a party from any threatened, or from the
continuation of any actual, breach of the covenants, promises or agreements
contained herein.  The rights set forth in this Section 12.4 shall be
in addition to any other rights which a party may have at law or in equity
pursuant to this Agreement.




12.5       Submission to Jurisdiction;
Consent to Service of Process.




(a)         Without
limiting any party’s right to appeal any Order of the Bankruptcy Court, (i) the
Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms hereof
and to decide any claims or disputes which may arise or result from, or be
connected with, this Agreement, any breach or default hereunder, or the
transactions contemplated hereby, and (ii) any and all proceedings related to
the foregoing shall be filed and maintained only in the Bankruptcy Court, and
the parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as indicated in
Section 12.9;
provided, however, that if the
Bankruptcy Case has closed, the parties agree to unconditionally and irrevocably
submit to the exclusive jurisdiction of the United States District Court for the
Southern District of New York sitting in New York County or the Commercial
Division, Civil Branch of the Supreme Court of the State of New York sitting in
New York County and any appellate court from any thereof, for the resolution of
any such claim or dispute.  The parties hereby irrevocably waive, to
the fullest extent permitted by applicable Law, any objection which they may now
or hereafter have to the laying of venue of any such dispute brought in such
court or any defense of inconvenient forum for the maintenance of such
dispute.  Each of the parties hereto agrees that a judgment in any
such dispute may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.




(b)         Each
of the parties hereto hereby consents to process being served by any party to
this Agreement in any suit, action or proceeding by delivery of a copy thereof
in accordance with the provisions of Section
12.9.




12.6       Waiver of Right
to Trial by Jury. EACH
PARTY TO THIS AGREEMENT WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER
OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.




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12.7       Entire
Agreement; Amendments and Waivers. This
Agreement (including the Schedules and Exhibits hereto), the Seller Documents
and the Purchaser Documents represent the entire understanding and agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior discussions and agreements between the parties with respect
thereto, including the Confidentiality Agreement between Aurora Resurgence
Management Partners LLC and PCAA Parent, dated July 27, 2009, and that certain
letter between Aurora Resurgence Management Partners LLC and PCAA
Parent,  dated February 22, 2010.  This Agreement can be
amended, supplemented or changed, and any provision hereof can be waived, only
by written instrument making specific reference to this Agreement signed by the
party against whom enforcement of any such amendment, supplement, modification
or waiver is sought.  No action taken pursuant to this Agreement,
including without limitation, any investigation by or on behalf of any party,
shall be deemed to constitute a waiver by the party taking such action of
compliance with any representation, warranty, covenant or agreement contained
herein.  The waiver by any party hereto of a breach of any provision
hereof shall not operate or be construed as a further or continuing waiver of
such breach or as a waiver of any other or subsequent breach.  No
failure on the part of any party to exercise, and no delay in exercising, any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of such right, power or remedy by such party
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.  All remedies hereunder are cumulative and are
not exclusive of any other remedies provided by law.




12.8       Governing
Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and performed in such State,
without giving effect to any choice-of-law principles that would require the
application of the laws of another jurisdiction, except as may be governed by
the Bankruptcy Code.




12.9       Notices. All
notices and other communications hereunder shall be in writing and shall be
deemed given (i) when delivered personally by hand (with written confirmation of
receipt), (ii) when sent by facsimile (with written confirmation of
transmission) or (iii) one Business Day following the day sent by overnight
courier (with written confirmation of receipt), in each case at the following
addresses and facsimile numbers (or to such other address or facsimile number as
a party may have specified by notice given to the other party pursuant to this
provision):




If to the
Sellers, to:




PCAA
Parent, LLC


621 North
Governor Printz Boulevard


Essington,
PA 19029


Attention:         Mark
Shapiro




With a
copy (which shall not constitute notice) to:




Todd
Weintraub


Director
of PCAA Parent


c/o
Macquarie Infrastructure Company LLC


125 West
55th Street


New York,
NY  10019


Facsimile:          (212)
231-1838




Milbank,
Tweed, Hadley & McCloy LLP


1 Chase
Manhattan Plaza


New York,
NY 10005


Facsimile:         (212)
822-5491


(212) 822-5194


Attention:         John
D. Franchini


Matthew S. Barr


54




If to
Purchaser, to:




Commercial
Finance Services 2907 Inc.


c/o
Aurora Resurgence


10877
Wilshire Blvd., 21st Floor


Los
Angeles, CA 90024


Facsimile:          (310)
277-5591


Attention:         Anthony
DiSimone, Joshua Phillips, Ryan McCarthy and


Tim J. Hart




With a
copy to:




Kirkland &
Ellis LLP


300 N.
LaSalle


Chicago,
IL 60654


Facsimile:         (312)
862-2200


Attention:         Ray
C. Schrock and Jeremy S. Liss




12.10     Severability. If any
term or other provision hereof is invalid, illegal, or incapable of being
enforced by any law or public policy, all other terms or provisions hereof shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party.  Upon such determination that any
term or other provision is invalid, illegal, or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent
possible.




12.11     Binding Effect;
Assignment. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns.  Nothing herein
shall create or be deemed to create any third party beneficiary rights in any
Person or entity not a party to this Agreement except as provided
below.  No assignment hereof or of any rights or obligations hereunder
may be made by either the Sellers or Purchaser without the prior written consent
of the other parties hereto and any attempted assignment without the required
consents shall be void, except (a) for assignments and transfers by operation of
Law and (b) that Purchaser may assign any or all of its rights, interests and
obligations hereunder to an Affiliate of Purchaser, provided that any
such Affiliate agrees in writing to be bound by all of the terms, conditions and
provisions contained herein.  No assignment pursuant to this Section 12.11 of any
obligations hereunder shall relieve the assigning party of any such
obligations.  Upon any such permitted assignment, the references
herein to Purchaser shall also apply to any such assignee unless the context
otherwise requires.




12.12     Non-Recourse. No past,
present or future director, officer, employee, agent, advisor, incorporator,
member, partner or equityholder of any Seller shall have any liability for any
obligations or liabilities of such Seller hereunder or the Seller Documents of
or for any claim based on, in respect of, or by reason of, the transactions
contemplated hereby and thereby.




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12.13     Counterparts. This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original copy hereof and all of which, when taken together, will
be deemed to constitute one and the same agreement.




12.14     Special Limited
Indemnity .  Purchaser
agrees that if SecureNet LLC, or its successors, assigns, affiliates or any such
related entity, asserts a claim pursuant to section 365 of the Bankruptcy Code
on account of the rejection of an executory contract or unexpired lease for the
services relating to authorizing, processing and settling credit and debit card
transactions for the Sellers (the “SecureNet Rejection
Claim”), then Purchaser shall (a) reimburse on a monthly basis the
Sellers’ Chapter 11 estates for the amount of the reasonable documented
attorneys fees and costs incurred by the Sellers or the Liquidating Trustee, as
applicable in accordance with the Chapter 11 Plan, to object to and prosecute
such objection to the SecureNet Rejection Claim and (b) pay to the Debtors’
estates or the Liquidating Trustee, as applicable in accordance with the Chapter
11 Plan, the amount (subject to the limitation of $600,000 described herein) to
avoid dilution of other General Unsecured Creditors, which shall be calculated
as the lesser of (i) $600,000 and (ii) the amount of the Allowed SecureNet
Rejection Claim multiplied by a fraction (Y) the numerator of which is the
amount of the total cash distributions to be made under the Chapter 11 Plan to
the Class of General Unsecured Claims in which the SecureNet Rejection Claim is
classified (in accordance with the Chapter 11 Plan) assuming (for purposes of
this calculation) that the SecureNet Rejection Claim is disallowed or expunged,
and (Z) the denominator of which is the total amount of Allowed General
Unsecured claims in such Class assuming (for purposes of this calculation) that
the SecureNet Rejection Claim is disallowed or expunged.  Sellers,
Sellers’ estates, and the Liquidating Trustee, as applicable, agree that they
will assert in any objection and proceeding regarding the SecureNet Rejection
Claim that the amount of the Allowed SecureNet Reject Claim is
zero.  Sellers, Sellers’ estates, and the Liquidating Trustee agree to
use reasonable efforts in any defense of the SecureNet Rejection Claim to ensure
that the amount of the Allowed SecureNet Reject Claim is
zero.  Capitalized terms used in this Section 12.14 and not
otherwise defined in this Agreement shall have the meaning ascribed to them in
the Chapter 11 Plan.




12.15     Release of
Purchaser .  The
Sellers hereby waive and release any and all claims and defenses that the
Sellers or any party claiming through the Sellers may have against the
Purchaser, other than claims against the Purchaser arising under this
Agreement.




[Remainder
of page intentionally left blank; signature pages follow]




Strictly
Confidential


56




IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized respective officers, as of the date first written
above.





COMMERCIAL
      FINANCE SERVICES 2907 INC.By:Name:Title:







PCAA
      PARENT, LLC
                
                PCAA
      CHICAGO, LLCBy:
                
                
                By:Name:
                
                
                
                Name:Title:
                
                
                
                Title:RCL
      PROPERTIES, LLC
                
                PCAA
      LP, LLCBy:
                
                
                By:Name:
                
                
                
                Name:Title:
                
                
                
                Title:PCAA
      GP, LLC
                
                PARKING
      COMPANY OF AMERICA
                  AIRPORTS,
      PHOENIX, LLCBy:
                
                
                By:Name:
                
                
                
                Name:Title:
                
                
                
                Title:PCAA
      AIRPORTS, LTD.
                
                PCAA
      SP, LLCBy:
                
                
                By:Name:
                
                
                
                Name:Title:
                
                
                
                Title:
  
  PARKING
      COMPANY OF AMERICA
                    AIRPORTS,
      LLC
                  
                  PCAA
      OAKLAND, LLCBy:
                  
                  
                  By:Name:
                  
                  
                  
                  Name:Title:
                  
                  
                  
                  Title:PCAA
      PROPERTIES, LLC
                  
                  PARKING
      COMPANY OF AMERICA
                    AIRPORTS
      HOLDINGS, LLC (with
                    respect
      to Section
      3.3(b) only)By:
                  
                  
                  By:Name:
                  
                  
                  
                  Name:Title:
                  
                  
                  
                  Title:AIRPORT
      PARKING MANAGEMENT, LLC
                  
                  PCAA
      MISSOURI, LLCBy:
                  
                  
                  By:Name:
                  
                  
                  
                  Name:Title:
                  
                  
                  
                  Title:PCAA
      SP-OK, LLCBy:Name:Title:
  
  EXHIBIT
A
  Intentionally
Omitted.
  
  EXHIBIT
B
  Form
of Sale Order
  
  EXHIBIT
C
  FORM OF TRANSITION SERVICES
AGREEMENT
  This
TRANSITION SERVICES AGREEMENT (this “Agreement”) is made
and entered into as of [_______], 2010 (the “Effective Date”), by
and among PCAA Parent, LLC, a Delaware limited liability company (“PCAA Parent”), the
subsidiaries of PCAA Parent set forth on the signature pages hereto (together
with PCAA Parent, the “Sellers”), and
Commercial Finance Services 2907 Inc., a Delaware corporation (“Purchaser”).  Sellers
and Purchaser are referred to herein individually as a “Party” and
collectively as the “Parties”.
  WHEREAS,
Sellers and Purchaser are parties to that certain Asset Purchase Agreement,
dated April 29, 2010 (the “Purchase Agreement”),
providing for the purchase and sale of the Purchased Assets and the assumption
of the Assumed Liabilities between Sellers and Purchaser, all upon the terms and
conditions set forth in the Purchase Agreement;
  WHEREAS,
in order to ensure an orderly transition in effecting the transactions
contemplated by the Purchase Agreement, Purchaser desires to procure certain
services from Sellers, and Sellers are willing to provide such services to
Purchaser for the transitional period described herein, on the terms and
conditions set forth in this Agreement; and
  WHEREAS,
in order to ensure an orderly transition in effecting the transactions
contemplated by the Purchase Agreement, Sellers desire to procure certain
services from Purchaser, and Purchaser is willing to provide such services to
Sellers for the transitional period described herein, on the terms and
conditions set forth in this Agreement.
  NOW,
THEREFORE, in consideration of the covenants contained in this Agreement and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows.
  ARTICLE
I
 DEFINITIONS
  1.1          Defined
Terms .  Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Purchase Agreement.
  ARTICLE
II
 PROVISION
OF THE TRANSITION SERVICES
  2.1          Provision of the Transition
Services.
  (a)           Sellers
shall use commercially reasonable efforts to provide, or cause to be provided,
the services specified in Schedule 1 (the
“Seller
Services”).  Purchaser shall use commercially reasonable
efforts to provide, or cause to be provided, the services specified in Schedule 2 (the
“Purchaser
Services” and, collectively with the Seller Services, the “Transition
Services”).  Each Party responsible for providing Transition
Services (each, a “Providing Party”)
shall use commercially reasonable efforts to provide, or cause to be provided,
such Transition Services in a reasonable and diligent manner consistent with the
quality and level of service with which such Party or its affiliates provides,
or causes to be provided, services for themselves.  Notwithstanding
anything in this Agreement to the contrary, in no event shall any Providing
Party be obligated to (a) make any modifications to, or refrain from making any
modifications to, any such services such Providing Party provides to itself, (b)
acquire additional assets, equipment, rights or properties, (c) hire additional
employees or (d) maintain or support any assets, equipment, rights or property
that are not owned or leased by such Providing Party.  Notwithstanding
the foregoing or any other provision in this Agreement, (i) neither Party shall
be in breach of this Agreement if such Party does not provide, or cause to be
provided, any Transition Services as a result of any refusal to give, or
material delay in providing (after reasonable notice), any consent reasonably
requested with respect to any matter under this Agreement on the part of the
Party receiving such Transition Services (each, a “Receiving Party”) and
(ii) a Providing Party is not required to provide any Transition Service if the
provision thereof would violate any applicable Law.
  
  2.2         Nature of the Transition
Services .  Each
Party acknowledges and understands that the Transition Services are transitional
in nature and are furnished by the Providing Party for the purpose of
facilitating the consummation of the transactions contemplated by the Purchase
Agreement and the wind down of the Business immediately following the
Closing.  Purchaser acknowledges that it is required to transition the
Seller Services to its own internal organization or any other third party
service providers as promptly as practicable after the Closing.
  ARTICLE
III
 MANAGEMENT
AND CONTROL
  3.1         Cooperation .  The
Receiving Party shall provide all cooperation and assistance reasonably required
by the Providing Party or any of its Affiliates or subcontractors to enable the
Providing Party to provide, or cause to be provided, the Transition
Services.  Each Party shall provide reasonable access to the other
Party to its premises, officers and employees, and books and records during
normal business hours and upon reasonable advance notice to enable the other
Party to perform its obligations under this Agreement.
  3.2         Contract
Managers .  Each
Party shall appoint an individual to act as the primary point of operational
contact for the administration and operation of this Agreement (each, a “Contract
Manager”).  Each Contract Manager shall have overall
responsibility for coordinating, on behalf of Sellers or Purchaser, as
applicable, all activities undertaken by Sellers or Purchaser, as applicable,
hereunder, for coordinating the provision of the Transition Services, for acting
as a day-to-day contact with the other Party’s Contract Manager, for making
available to the Providing Party the data, facilities, resources and other
support services required for the Providing Party to be able to provide the
Transition Services in accordance with the requirements of this Agreement, and
for handling disputes in accordance with Section
3.3.  Either Party may change its Contract Manager by providing
written notice thereof to the other Party in accordance with Section
8.8.
  3.3         Dispute
Resolution .  The
Parties shall attempt in good faith to resolve any dispute arising out of or
relating to this Agreement promptly by negotiations in accordance with this
Section
3.3.
  (a)           Contract
Managers .  In
the event that a dispute arises, the Contract Managers shall first consider and
attempt to resolve the dispute for a period up to 15 days following receipt of a
notice from either Party specifying the nature of the dispute.
  
  (b)           Senior
Management .  In
the event that the dispute is not resolved by the end of the 15 day period
referred to in Section
3.3.1, either Party may submit the dispute for consideration by senior
executives of the Parties who do not have direct responsibility for
administration of this Agreement (collectively, “Senior
Executives”).  Thereupon, the Contract Managers shall promptly
prepare and send to the Senior Executives a reasonably detailed notice
describing (i) the
issues in dispute and each Party’s position thereon, (ii) a summary of the
evidence and arguments supporting each Party’s position (attaching all relevant
documents), and (iii) a summary of the negotiations that have taken place to
date.  The Senior Executives shall meet for negotiations (which may be
held telephonically) as often as the Senior Executives deem reasonably necessary
to resolve the dispute.  In the event that the dispute is not resolved
within 30 days after the date that the Contract Managers first considered the
dispute, either Party may pursue any and all rights and remedies available to it
at law or in equity.
  ARTICLE
IV
 FEES AND
PAYMENT
  4.1         Fees .
  (a)           The
Providing Party shall invoice the Receiving Party, and the Receiving Party shall
pay to the Providing Party, for the reasonable, actual, out-of-pocket costs and
expenses (the “Fees”) incurred by
the Providing Party (without markup or margin to such costs and expenses
incurred by the Providing Party) in connection with providing the applicable
Transition Services to be provided by the Providing Party hereunder. In
addition, Sellers shall pay to Purchaser on a monthly basis the amount of $5,000
(the “Monthly
Fee”) during the term of this Agreement, as consideration for the
Purchaser Services provided during the preceding month. Except as expressly set
forth in this Section
4.1, neither Party shall have any obligation to reimburse the other Party
for any costs or expenses incurred by the other Party in providing the
applicable Transitions Services, or to pay any fees or make any other payments
to any other Party.
  4.2         Payment and
Invoices .  The
Providing Party shall, on a monthly basis, submit to the Receiving Party for
payment a billing invoice setting forth the applicable Transition Services
provided during such period, the corresponding amounts owed for such Transition
Services and, in the case of Purchaser as the Providing Party, the Monthly
Fee.  Payment of all such undisputed amounts owed (it being understood
that the Monthly Fee may not be disputed) shall be remitted within ten Business
Days after the date on which the Receiving Party receives the Providing Party’s
invoice.  If the Receiving Party elects to terminate its right to
receive one or more categories of Transition Services pursuant to Section 5.2, any
Fees payable to the Providing Party for such Transition Service shall be reduced
by the amount attributed to such terminated category of Transition Service on
Schedule 1
or Schedule 2,
as applicable.
  4.3         Taxes .  The
Fees do not include any taxes.  In addition to the Fees, the Receiving
Party shall be responsible for payment of all taxes chargeable in respect of
such Transition Service, including, but not limited to, value-added taxes,
tariffs, duties, export or import fees, sales taxes, use taxes, service taxes,
but excluding taxes based on the net income of the Providing Party.
  
  ARTICLE
V
 TERM AND
TERMINATION
  5.1         Term .
  (a)           Term
of Agreement .  The
term of this Agreement shall begin on the Effective Date and end on [_________, 2011]1 (the
“Termination
Date”); provided that the
Parties may agreed to extend the Termination Date in their sole
discretion.
  5.2         Termination .
  (a)           Termination
for Convenience .  Either
Party may terminate its right to receive any particular Transition Service for
any or no reason by providing the other Party not less than 30 days prior
written notice setting forth the termination date for such Transition Service;
provided, however, that such
termination shall in no way affect the terminating Party’s obligation to provide
Transition Services to the other Party hereunder.
  (b)           Termination
for Breach .  In
the event that a Party materially breaches any of its obligations under this
Agreement, and does not cure such breach within 10 days after receiving written
notice thereof from the non-breaching Party, then the non-breaching Party may,
in addition to any other remedies available to it, terminate any Transition
Service affected by such breach or this Agreement in its entirety by providing
written notice of termination to the other Party, which termination shall be
effective immediately.
  (c)           Bankruptcy
Termination .  This
Agreement may be terminated by either Party upon at least 30 days prior written
notice in the event that the other Party (or any successor entity) is declared
insolvent or bankrupt, or makes an assignment for the benefit of creditors, or a
receiver is appointed or any proceeding is demanded by, for or against such
other Party (or any successor entity) under any provision of the Bankruptcy
Code.
  (d)           Effect
of Termination .  Any
termination of this Agreement shall be without prejudice to any rights or
obligations of the Parties accruing prior to such termination, including the
right to payment of unpaid amounts owing for services performed prior to
termination.
  ARTICLE
VI
 LIMITATION
OF LIABILITY
  6.1         LIMITATION OF
LIABILITY .  EXCEPT
IN THE CASE OF FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL
ABANDONMENT OF THIS AGREEMENT, THE LIABILITY OF EACH PARTY AND THEIR AFFILIATES
UNDER THIS AGREEMENT, WHETHER ARISING FROM CONTRACT, TORT, WARRANTY, NEGLIGENCE
OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID BY THE OTHER PARTY FOR THE
TRANSITION SERVICES PROVIDED TO IT HEREUNDER, OR $60,000, WHICHEVER IS
GREATER.
  6.2         CONSEQUENTIAL
DAMAGES .  NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT IN THE CASE OF FRAUD, GROSS
NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL ABANDONMENT OF THIS AGREEMENT, IN
NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION
WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST TIME, LOST MONEY, LOST
PROFITS, OR GOODWILL, REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE
CLAIM, EVEN IF A PARTY OR ITS AFFILIATE HAS BEEN APPRISED OF THE POSSIBILITIES
OF SUCH DAMAGES, AND WHETHER OR NOT SUCH COULD HAVE BEEN FORESEEN OR
PREVENTED.
  
 1 The 15
month anniversary of the Closing Date.
  
  ARTICLE
VII
 INDEMNIFICATION
  7.1         Indemnification
Obligation .  Each
Party (the “Indemnifying Party”)
shall protect, defend, hold harmless and indemnify the other Party (the “Indemnified Party”)
from and against any and all claims, losses, damages and liabilities arising out
of or resulting from (i) the Indemnifying Party’s breach of this Agreement or
(ii) the Indemnifying Party’s fraud, gross negligence, willful misconduct or
intentional abandonment of this Agreement.  For the sake of clarity,
the Liquidating Trustee (as such term is defined in the Chapter 11 Plan) is not
a successor to the Sellers under this Agreement and shall have no
indemnification obligation hereunder.
  7.2         Indemnification
Procedure .  The
Indemnified Party shall promptly notify the Indemnifying Party in writing of any
claim, action, demand or lawsuit for which the Indemnified Party intends to
claim indemnification hereunder (however, failure to give such notice will not
relieve the Indemnifying Party from its obligations hereunder, except to the
extent that (and only to the extent that) the Indemnifying Party is prejudiced
by such delay).  The Indemnifying Party shall have the right to take
control of the defense of all actions that are indemnified against hereunder;
provided, however, that the
Indemnifying Party shall not have the right to settle or compromise any claim
without the written consent of the Indemnified Party, which consent shall not be
unreasonably withheld, conditioned or delayed, excluding, however, a compromise
or settlement based solely on the payment of money in exchange for a complete
release of the Indemnified Party without any further obligations being imposed
on the Indemnified Party.  The Indemnified Party shall cooperate with
the Indemnifying Party and its legal representatives in the investigation and
defense of any action covered by this indemnification.
  ARTICLE
VIII
 GENERAL
  8.1         Confidentiality .  The
confidentiality provisions set forth in Section 8.5 of the
Purchase Agreement shall apply to this Agreement as if fully set forth
herein.
  8.2         Force
Majeure .  The
Providing Party shall not be liable to the Receiving Party for any breach of
this Agreement or failure to perform any obligation under this Agreement
resulting from an event beyond the reasonable control of the Providing Party,
including, but not limited to, war, fire, explosion, flood, strike, riot, act of
governmental authority, act of God, act of terror or other
contingency.
  8.3         Relationship of the
Parties .  Each
Party, in performance of this Agreement, is acting as an independent contractor
to the other Party, and not as a partner, joint venturer or
agent.  The Parties do not intend to create by this Agreement an
employer-employee relationship.  Each Party retains control over its
personnel, and the employees of one Party shall not be considered employees of
the other Party.  Neither Party shall be bound by any representation,
act or omission of the other Party.  Neither Party shall have any
right, power or authority to create any obligation, express or implied, on
behalf of the other Party.
  
  8.4         Subcontracting .  The
Providing Party may use subsidiaries or contractors, subcontractors, vendors or
other third parties under contract with the Providing Party to provide some or
all of such Transition Service.  If the Providing Party delegates any
of its responsibilities under this Agreement to any of its subsidiaries or
generally uses contractors, subcontractors, vendors or other third parties in
the performance thereof on behalf of the Providing Party, then the cost thereof,
reasonably calculated, may be billed to the Receiving Party, provided that the
Providing Party shall not incur any such costs in any given month in excess of
the Monthly Fee without the prior written consent of the Receiving Party; provided, further, that the
Providing Party shall remain fully responsible for the actions and performance
of such subsidiary or contractor, subcontractor, vendor or other third party to
the extent the Providing Party would be responsible hereunder if performing such
obligations itself and such subsidiary or contractor, subcontractor, vendor or
other third party shall be deemed the Providing Party hereunder for purposes of
defining its performance obligations.
  8.5         Binding Effect; No Third
Party Beneficiaries; No Assignment .  This
Agreement shall be legally binding upon and inure to the benefit of the Parties
and their respective successors and assigns.  Nothing herein shall
create or be deemed to create any third party beneficiary rights in any Person
that is not a Party.  No assignment hereof or of any rights or
obligations hereunder may be made by any Party (by operation of law or
otherwise) without the prior written consent of the other Party and any
attempted assignment without such required consent shall be without
effect.
  8.6         Survival .  Articles
4, 6, 7 and 8 shall survive termination or expiration of this
Agreement.
  8.7         Amendment;
Waiver .  This
Agreement may not be amended or modified except by an instrument in writing
signed by, or on behalf of, each of the Parties hereto.  No waiver by
any Party of any breach of any covenant hereunder, whether intentional or not,
shall be deemed to extend to any prior or subsequent breach of any covenant
hereunder or affect in any way any rights arising by virtue of any such prior or
subsequent occurrence.
  8.8         No Setoff .  Each
Party agrees that it will perform its obligations hereunder without setoff,
deduction or withholding of any kind for amounts owed or payable by the other
Party, whether under this Agreement or otherwise.
  8.9         Notices .  All
notices and other communications hereunder shall be in writing and shall be
deemed given (a) when delivered personally by hand (with written confirmation of
receipt), (b) when sent by facsimile (with written confirmation of transmission)
or (c) one Business Day following the day sent by overnight courier (with
written confirmation of receipt), in each case at the following addresses and
facsimile numbers (or to such other address or facsimile number as a party may
have specified by notice given to the other party pursuant to this
provision):
  If to
Sellers, to:
  PCAA
Parent, LLC
  621 North
Governor Printz Boulevard
  Essington,
PA 19029
  Attention:
              Mark
      Shapiro
  
  With a
copy (which shall not constitute notice) to:
  Todd
Weintraub
 Director
of PCAA Parent
 c/o
Macquarie Infrastructure Company LLC
 125 West
55th Street
 New York,
NY  10019
 Facsimile:
              (212)
      231-1838
  Milbank,
Tweed, Hadley & McCloy LLP
 1 Chase
Manhattan Plaza
 New York,
NY 10005
 Facsimile:
              (212)
      822-5491
 (212)
822-5194
 Attention:
              John
      D. Franchini
 Matthew
S. Barr
  If to
Purchaser, to:
  Commercial
Finance Services 2907 Inc.
 c/o
Aurora Resurgence
 10877
Wilshire Blvd., 21st Floor
 Los
Angeles, CA 90024
 Facsimile:
              (310)
      277-5591
 Attention:
              Anthony
      DiSimone, Joshua Phillips, Ryan McCarthy
and
 Tim J.
Hart
  With a
copy to:
  Kirkland &
Ellis LLP
 300 N.
LaSalle
 Chicago,
IL 60654
 Facsimile:
              (312)
      862-2200
 Attention:
              Ray
      C. Schrock and Jeremy S. Liss
  8.10       Severability .  In
the event that any term or other provision of this Agreement is invalid, illegal
or incapable of being enforced by any Law or public policy, all other terms and
provisions of this Agreement shall nevertheless remain in full force and effect
for so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any of the
Parties.  Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the Parties shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
Parties as closely as possible in an acceptable manner in order that the
transactions contemplated hereby are consummated as originally contemplated to
the greatest extent possible.
  8.11       Entire
Agreement .  This
Agreement constitutes the entire agreement of the Parties with respect to the
subject matter hereof and supersedes all prior agreements and undertakings, both
written and oral, between Sellers and Purchaser with respect to the subject
matter hereof.
  
  8.12       Governing Law; Submission to
Jurisdiction .  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York applicable to contracts executed in and to be performed in
that State, except as may be governed by the Bankruptcy Code.  Without
limiting any Party’s right to appeal any Order of the Bankruptcy Court, (i) the
Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of
this Agreement and to decide any claims or disputes which may arise or result
from, or be connected with, this Agreement, any breach or default hereunder, or
the transactions contemplated hereby, and (ii) any and all proceedings related
to the foregoing shall be filed and maintained only in the Bankruptcy Court, and
the parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as indicated in
Section 8.9
hereof; provided, however, that if the
Bankruptcy Case has closed, the parties agree to unconditionally and irrevocably
submit to the exclusive jurisdiction of the United States District Court for the
Southern District of New York sitting in New York County or the Commercial
Division, Civil Branch of the Supreme Court of the State of New York sitting in
New York County and any appellate court from any thereof, for the resolution of
any such claim or dispute.  The Parties hereby irrevocably waive, to
the fullest extent permitted by applicable Law, any objection which they may now
or hereafter have to the laying of venue of any such dispute brought in such
court or any defense of inconvenient forum for the maintenance of such
dispute.  Each of the Parties hereto agrees that a judgment in any
such dispute may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.
  8.13       WAIVER OF JURY
TRIAL .  EACH
OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW
ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
  8.14       Counterparts .  This
Agreement may be executed (including by facsimile transmission) in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.
  [Remainder
of page intentionally left blank.]
  
  IN
WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by
an authorized representative as of the Effective Date.
  COMMERCIAL
      FINANCE SERVICES 2907 INC.By:Name:Title:
  
  PCAA
      PARENT, LLC
                                        
                                        PCAA
      CHICAGO, LLCBy:
                                        
                                        
                                        By:Name:
                                        
                                        
                                        
                                        Name:Title:
                                        
                                        
                                        
                                        Title:RCL
      PROPERTIES, LLC
                                        
                                        PCAA
      LP, LLCBy:
                                        
                                        
                                        By:Name:
                                        
                                        
                                        
                                        Name:Title:
                                        
                                        
                                        
                                        Title:PCAA
      GP, LLC
                                        
                                        PARKING
      COMPANY OF AMERICA
                                          AIRPORTS,
      PHOENIX, LLCBy:
                                        
                                        
                                        By:Name:
                                        
                                        
                                        
                                        Name:Title:
                                        
                                        
                                        
                                        Title:PCAA
      AIRPORTS, LTD.
                                        
                                        PCAA
      SP, LLCBy:
                                        
                                        
                                        By:Name:
                                        
                                        
                                        
                                        Name:Title:
                                        
                                        
                                        
                                        Title:
  
  PARKING
      COMPANY OF AMERICA
                    AIRPORTS,
      LLC
                  
                  PCAA
      OAKLAND, LLCBy:
                  
                  
                  By:Name:
                  
                  
                  
                  Name:Title:
                  
                  
                  
                  Title:PCAA
      PROPERTIES, LLC
                  
                  PCAA
      MISSOURI, LLCBy:
                  
                  
                  By:Name:
                  
                  
                  
                  Name:Title:
                  
                  
                  
                  Title:AIRPORT
      PARKING MANAGEMENT, LLC
                  
                  PCAA
      SP-OK, LLCBy:
                  
                  
                  By:Name:
                  
                  
                  
                  Name:Title:
                  
                  
                  
                  Title:
  
  SCHEDULE
1
  SELLER
SERVICES
  Description
of Service
  The
Sellers shall preserve their books and records and all Documents that do not
constitute Purchased Assets under the Purchase Agreement, or copies thereof,
during the term of this Agreement, and, during the term of this Agreement,
provide reasonable access to Purchaser, its officers, representatives and
agents, to (a) such books, records and Documents, subject to restrictions based
on applicable confidentiality obligations and applicable law (it being
understood that the terms of Section 8.1 of this Agreement shall apply to all
such books, records and Documents), and (b) Sellers’ officers, employees,
representatives and agents, in the case of each of (a) and (b), during normal
business hours and upon reasonable advance notice, in order to reasonably assist
Purchaser in Purchaser’s preparation of customary financial statements relating
to the Business, and Purchaser’s preparation and making of necessary filings and
disclosures relating to the Business and required under applicable Law to be
made after the Closing Date by Purchaser.
  
  SCHEDULE
2
  PURCHASER
SERVICES
  Description
of Service
  Purchaser
shall preserve its books and records and all Documents that constitute Purchased
Assets under the Purchase Agreement, or copies thereof, during the term of this
Agreement, and, during the term of this Agreement, provide reasonable access to
Sellers, their officers, representatives and agents, to (a) such books, records
and Documents, subject to restrictions based on applicable confidentiality
obligations and applicable law (it being understood that the terms of Section
8.1 of this Agreement shall apply to all such books, records and Documents), and
(b) Purchaser’s officers, employees, representatives and agents, in the case of
each of (a) and (b), during normal business hours and upon reasonable advance
notice, in order to reasonably assist Sellers in:
  1.  the
Sellers’ cancellation, termination or winding-down of any Contracts of Sellers
that are not Purchased Contracts under the Purchase Agreement;
  2.  the
Sellers’ efforts to effect any sale, or other disposition, of any Tangible
Personal Property or Real Property of the Sellers that does not constitute
Purchased Assets under the Purchase Agreement;
  3.  the
Sellers’ and their affiliates’ preparation of customary financial statements
relating to the Business, and the Sellers’ and their affiliates’ preparation and
making of necessary filings and disclosures relating to the Business and
required under applicable Law to be made after the Closing Date by any of the
Sellers or their affiliates, including tax and regulatory filings and audits and
environmental disclosures;
  4. the
retrieval of records and research of transactions in connection with, among
other things, the pursuit of certain causes of action by Sellers, the Creditors’
Committee or any liquidating trustee that is established, or the defense of any
claims by unrelated third parties against Sellers, the Creditors’ Committee or
any liquidating trustee;
  5. the
administration of employee-related matters, including WARN Act notifications,
benefits administration, COBRA notifications and administration, and immigration
records; and
  6. any
other matter as may be reasonably requested by Sellers.
  
  EXHIBIT
D
  FORM OF ASSIGNMENT AND BILL
OF SALE
  ASSIGNMENT
AND BILL OF SALE, dated as of [_______] [__], 2010 (this “Assignment and Bill of
Sale”), among PCAA Parent, LLC, a Delaware limited liability company
(“PCAA
Parent”), the Subsidiaries of PCAA Parent set forth on the signature
pages hereto (together with PCAA Parent, the “Sellers”), and
Commercial Finance Services 2907 Inc., a Delaware corporation (“Purchaser”).
  WHEREAS,
Purchaser and the Sellers have entered into an Asset Purchase Agreement, dated
as of April 29, 2010 (as amended, modified or supplemented from time
to time in accordance with its terms, the “Asset Purchase
Agreement”; capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Asset Purchase Agreement);
  WHEREAS,
pursuant to, and in accordance with the terms of, the Asset Purchase Agreement,
the Sellers have agreed to sell, transfer and assign to Purchaser, and Purchaser
has agreed to purchase, acquire and assume from the Sellers, pursuant to
sections 363 and 365 of the Bankruptcy Code, all of the Purchased Assets and
Assumed Liabilities;
  WHEREAS,
the Sellers have filed voluntary petitions for relief under chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware and became debtors-in-possession under the Bankruptcy Code, and the
Sellers and the Purchaser intend that the transactions contemplated by the Asset
Purchase Agreement will be consummated pursuant to a plan of liquidation or
reorganization, subject to the satisfaction of the conditions set forth in the
Asset Purchase Agreement; and
  WHEREAS,
the Sellers desire to sell, transfer, convey, assign and deliver to Purchaser
the Purchased Assets described in Section 2.1 of the
Asset Purchase Agreement and Purchaser desires to accept the sale, transfer,
conveyance, assignment and delivery thereof.
  NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties hereby agree as follows:
  1.         Assignment. Upon the
terms and subject to the conditions of the Asset Purchase Agreement, each of the
Sellers hereby irrevocably sells, transfers, conveys, assigns and delivers to
Purchaser all of such Seller’s right, title and interest in, to and under the
Purchased Assets described in Section 2.1 of the
Asset Purchase Agreement, free and clear of all Liens to the extent provided in
the Sale Order and subject to the Permitted Exceptions.  Purchaser
hereby accepts the sale, transfer, conveyance, assignment and delivery of the
Purchased Assets.
  2.         Asset Purchase
Agreement. Nothing contained in this Assignment and Bill of Sale shall be
deemed to supersede, enlarge on or modify any of the obligations, agreements,
covenants or warranties of PCAA Parent, the Sellers or the Purchaser contained
in the Asset Purchase Agreement.  If any conflict or other difference
exists between the terms of this Assignment and Bill of Sale and the Asset
Purchase Agreement, then the terms of the Asset Purchase Agreement shall govern
and control.
  
  3.         Successors and
Assigns. No Person other than the Purchaser, and their respective
successors and assigns shall have any rights under this Assignment and Bill of
Sale or the provisions contained herein.
  4.         Further Assurances.
The Sellers and the Purchaser shall execute and deliver, or cause to be executed
and delivered, from time to time hereafter, upon reasonable request and without
further consideration, all such further documents and instruments and shall do
and perform all such acts as may be reasonably necessary to give full effect to
the intent of this Assignment and Bill of Sale.
  5.         Governing Law. This
Assignment and Bill of Sale shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and
performed in such State, without giving effect to any choice-of-law principles
that would require the application of the laws of another jurisdiction, except
as may be governed by the Bankruptcy Code.
  6.         Counterparts. This
Assignment and Bill of Sale may be executed in any number of counterparts, each
of which will be deemed an original, but all of which together will constitute
one and the same instrument.
  7.         Miscellaneous.  The
section headings contained in this Assignment and Bill of Sale are solely for
the purpose of reference, are not part of the agreement of the parties hereto
and shall not affect in any way the meaning or interpretation of this Assignment
and Bill of Sale.
  [Signature
Page Follows]
  
  IN
WITNESS WHEREOF, the undersigned have caused their duly authorized officers to
execute this Assignment and Bill of Sale on the day and year first above
written.
  COMMERCIAL
      FINANCE SERVICES 2907 INC.By:Name:Title:




PCAA
      PARENT, LLC
                                                                              
                                                                              PCAA
      CHICAGO, LLCBy:
                                                                              
                                                                              
                                                                              By:Name:
                                                                              
                                                                              
                                                                              Name:Title:
                                                                              
                                                                              
                                                                              Title:RCL
      PROPERTIES, LLC
                                                                              
                                                                              PCAA
      LP, LLCBy:
                                                                              
                                                                              
                                                                              By:Name:
                                                                              
                                                                              
                                                                              Name:Title:
                                                                              
                                                                              
                                                                              Title:PCAA
      GP, LLC
                                                                              
                                                                              PARKING
      COMPANY OF AMERICA
                                                                                AIRPORTS,
      PHOENIX, LLCBy:
                                                                              
                                                                              
                                                                              By:Name:
                                                                              
                                                                              
                                                                              Name:Title:
                                                                              
                                                                              
                                                                              Title:PCAA
      AIRPORTS, LTD.
                                                                              
                                                                              PCAA
      SP, LLCBy:
                                                                              
                                                                              
                                                                              By:Name:
                                                                              
                                                                              
                                                                              Name:Title:
                                                                              
                                                                              
                                                                              Title:PARKING
      COMPANY OF AMERICA
                                                                                AIRPORTS,
      LLC
                                                                              
                                                                              PCAA
      OAKLAND, LLCBy:
                                                                              
                                                                              
                                                                              By:Name:
                                                                              
                                                                              
                                                                              Name:Title:
                                                                              
                                                                              
                                                                              Title:







PCAA
      PROPERTIES, LLC
                                            
                                            PCAA
      SP-OK, LLCBy:
                                            
                                            
                                            By:Name:
                                            
                                            
                                            Name:Title:
                                            
                                            
                                            Title:AIRPORT
      PARKING MANAGEMENT, LLC
                                            
                                            PCAA
      MISSOURI, LLCBy:
                                            
                                            
                                            By:Name:
                                            
                                            
                                            Name:Title:
                                            
                                            
                                            Title:







EXHIBIT
D




FORM
OF TRADEMARK ASSIGNMENT




This
TRADEMARK ASSIGNMENT (this “Assignment”) is
entered into this [_______] day of [__________], 2010, by and between Commercial
Finance Services 2907 Inc., a Delaware corporation (“Assignee”), and
[________________], a [__________] limited liability company (“Assignor”).




WITNESSETH:




WHEREAS,
Assignor is the current owner of record of the trademarks listed on Schedule A attached
hereto, including the U.S. trademark registrations and applications, state
trademark registrations and Canadian trademark registrations listed on Schedule A
(hereinafter referred to as “Registrations” and
“Trademarks”,
respectively);




WHEREAS,
Assignee and Assignor, among others, entered into an Asset Purchase Agreement
dated as of April 29, 2010 (as amended, modified or supplemented from
time to time in accordance with its terms, the “Asset Purchase
Agreement”; capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Asset Purchase Agreement), pursuant to and in
accordance with the terms of which, Assignor has agreed to sell, transfer and
assign to Assignee, and Assignee has agreed to purchase, acquire and assume from
Assignor, pursuant to sections 363 and 365 of the Bankruptcy Code, all of the
Purchased Assets and Assumed Liabilities, including the Registrations and
Trademarks; and




WHEREAS, Assigneedesires to obtain from
Assignor and Assignor desires to transfer, assign and otherwise convey to
Assignee any and all of Assignor’s rights, title and interest in, to and under
the Trademarks, and the good will associated therewith, including the
Registrations pursuant to this Assignment.




NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Assignor and Assignee agree as follows:




1.           Assignor
does hereby, as of the date hereof, transfer, assign and otherwise convey to
Assignee and Assignee hereby accepts the assignment and transfer of, all of
Assignor’s right, title and interest in, to and under (1) the Trademarks,
together with the goodwill associated with and symbolized by the Trademarks, and
all marks consisting of or comprising the Trademarks, and the Registrations,
including any renewals and extensions thereof that may be secured under the laws
of the United States and all foreign countries, now or hereafter in effect,
together with all income, royalties or payments due or payable with respect to
the Trademarks hereafter, and (2) all rights to sue for the infringement of the
foregoing rights, including all claims for damages by reason of past, present or
future infringement or other unauthorized use of the Trademarks, with the right
to sue for, and collect the same for Assignee’s own use and enjoyment and for
the use and enjoyment of its successors, assigns, affiliates or other legal
representatives.







2.           Assignor
hereby agrees to perform all acts reasonably necessary and appropriate to assist
Assignee in perfecting the rights hereby transferred, assigned and conveyed, and
to promptly execute all papers as may be reasonably requested by Assignee in
order to obtain assignment documents in recordable form and to perfect the
rights, title and interest hereby transferred, assigned and
conveyed.




3.           This
Assignment shall inure to the benefit of the successors and assigns of Assignee,
and shall be binding upon the successors and assigns of
Assignor.







IN TESTIMONY WHEREOF, Assignor has
caused this Assignment to be executed effective as of this ___ day of [________], 2010.




ASSIGNOR
                            
                            ASSIGNEECOMMERCIAL
      FINANCE SERVICES 2907 INC.By:
                            
                            
                            By:Name:
                            
                            
                            Name:Title:
                            
                            
                            Title:Sworn
      to before me this ___ day
                            
                            Sworn
      to before me this ___ dayof
      [________],
      2010.
                            
                            of
      [________],
      2010.Notary
      Public
                            
                            Notary
      Public







SCHEDULE
A – TRADEMARKS




UNITED
STATES TRADEMARK REGISTRATIONS AND TRADEMARKS




Mark
                                          
                                          App.
                                            Serial No.
                                          
                                          Reg. No.FASTTRACK
      DIVIDENDS
                                          
                                          N/A
                                          
                                          N/AN/A
                                          
                                          N/AFASTTRACK
      PREMIER PARKER
                                          
                                          N/A
                                          
                                          N/AN/A
                                          
                                          N/AFASTTRACK
      AIRPORT PARKING
                                          
                                          76/671,400
                                          
                                          N/A76/671,401
                                          
                                          N/A76/671,401*
                                          
                                          N/A







Mark
                                  
                                  App.
                                    Serial No.
                                  
                                  Reg. No.76/671,401*
                                  
                                  N/A76/671,401*
                                  
                                  N/A76/671,401*
                                  
                                  N/A76/671,401*
                                  
                                  N/A76/671,401*
                                  
                                  N/A







Mark
                                          
                                          App.
                                            Serial No.
                                          
                                          Reg. No.76/671,401*
                                          
                                          N/AAIRPORTDISCOUNTPARKING.COM
                                          
                                          78/215,206
                                          
                                          2,988,342PICCOLO
                                          
                                          76/094,590
                                            (abandoned
                                            07/23/08)
                                          
                                          2,596,99975/449,390
                                          
                                          2,764,485AVISTAR
                                          
                                          75/406,816
                                          
                                          2,740,637ONEPAY
                                          
                                          76,240,117
                                            (abandoned
                                            10/15/08)
                                          
                                          2,637,027







Mark
                                            
                                            App.
                                              Serial No.
                                            
                                            Reg. No.78/215,248
                                            
                                            2,823,31578/215,252
                                            
                                            2,838,605N/A
                                            
                                            N/APCAA
                                            
                                            N/A
                                            
                                            N/AN/A
                                            
                                            N/AN/A
                                            
                                            N/AAIRPORT
      CORPORATE PARKING
                                            
                                            N/A
                                            
                                            N/AN/A
                                            
                                            N/ASUNPARK
                                            
                                            N/A
                                            
                                            N/AN/A
                                            
                                            N/A







Mark
                                  
                                  App.
                                    Serial No.
                                  
                                  Reg. No.77/535,150*
                                  
                                  3,590,653*77/535,150
                                  
                                  3,590,65377/535,150*
                                  
                                  3,590,653*77/535,150*
                                  
                                  3,590,653*







Mark
                                  
                                  App.
                                    Serial No.
                                  
                                  Reg. No.77/535,150*
                                  
                                  3,590,653*77/535,150*
                                  
                                  3,590,653*77/535,150*
                                  
                                  3,590,653*77/538995
                                  
                                  3586861N/A
                                  
                                  N/A




*Color is
not claimed as a feature of the Mark, so technically all of these are covered if
they are the same design no matter what the color scheme is.







STATE TRADEMARK
REGISTRATIONS AND TRADEMARKS




State
                                              
                                              Mark
                                              
                                              Reg. No.
                                                DateState
      of CA
                                              
                                              FASTTRACK
      AIRPORT PARKING
                                              
                                              64184
                                                15
      NOV 2007State
      of TX
                                              
                                              FASTTRACK
      AIRPORT PARKING
                                              
                                              800885339
                                                12
      NOV 2007State
      of AZ
                                              
                                              FASTTRACK
      AIRPORT PARKING
                                              
                                              52284
                                                08
      NOV 2007State
      of TN
                                              
                                              FASTTRACK
      AIRPORT PARKING
                                              
                                              N/A
                                                29
      OCT 2007State
      of IL
                                              
                                              FASTTRACK
      AIRPORT PARKING
                                              
                                              098257
                                                24
      OCT 2007State
      of NJ
                                              
                                              FASTTRACK
      AIRPORT PARKING
                                              
                                              22895
                                                22
      OCT 2007State
      of PA
                                              
                                              FASTTRACK
      AIRPORT PARKING
                                              
                                              3339373
                                                19
      OCT 2007State
      of NY
                                              
                                              FASTTRACK
      AIRPORT PARKING
                                              
                                              S20235
                                                18
      OCT 2007State
      of CT
                                              
                                              FASTRACK
      AIRPORT PARKING AND DESIGN
                                              
                                              23010
                                                17
      OCT 2007State
      of MO
                                              
                                              FASTTRACK
      AIRPORT PARKING
                                              
                                              S017775
                                                16
      OCT 2007State
      of GA
                                              
                                              FASTTRACK
      AIRPORT PARKING
                                              
                                              23810
                                                15
      OCT 2007State
      of CO
                                              
                                              FASTTRACK
      AIRPORT PARKING
                                              
                                              20071436254
                                                24
      SEP 2007State
      of NY
                                              
                                              FASTTRACK
      AIRPORT PARKING
                                              
                                              S20235
                                                18
      OCT
2007




FOREIGN
TRADEMARK REGISTRATIONS AND TRADEMARKS







Country
                          
                          Mark
                          
                          App. Serial No.
                          
                          Reg. No.CANADA
                          
                          FASTTRACK
      AIRPORT PARKING
                          
                          1340247
                          
                          TMA715182CANADA
                          
                          FASTTRACK
      AIRPORT PARKING AND DESIGN
                          
                          1340249
                          
                          TMA723737CANADA
                          
                          FASTTRACK
      AIRPORT PARKING
                          
                          1340247
                          
                          TMA715182







EXHIBIT
E




FORM OF ASSUMPTION
AGREEMENT




ASSUMPTION
AGREEMENT, dated as of [_______] [__], 2010 (this “Assumption
Agreement”), among PCAA Parent, LLC, a Delaware limited liability company
(“PCAA
Parent”), the subsidiaries of PCAA Parent set forth on the signature
pages hereto (together with PCAA Parent, the “Sellers”), and
Commercial Finance Services 2907 Inc., a Delaware corporation (“Purchaser”).




WHEREAS,
Purchaser and the Sellers have entered into an Asset Purchase Agreement, dated
as of April 29, 2010 (as amended, modified or supplemented from time
to time in accordance with its terms, the “Asset Purchase
Agreement”; capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Asset Purchase Agreement);




WHEREAS,
pursuant to, and in accordance with the terms of, the Asset Purchase Agreement,
the Sellers have agreed to sell, transfer and assign to Purchaser, and Purchaser
has agreed to purchase, acquire and assume from the Sellers, pursuant to
sections 363 and 365 of the Bankruptcy Code, all of the Purchased Assets and
Assumed Liabilities;




WHEREAS,
the Sellers filed voluntary petitions for relief under chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware and become debtors-in-possession under the Bankruptcy Code, and the
Sellers and the Purchaser intend that the transactions contemplated by the Asset
Purchase Agreement will be consummated pursuant to a plan of liquidation or
reorganization, subject to the satisfaction of the conditions set forth in the
Asset Purchase Agreement;




WHEREAS,
Purchaser has agreed, in partial consideration for the Purchased Assets, to
assume the Assumed Liabilities described in Section 2.3 of the
Asset Purchase Agreement by executing this Assumption Agreement;
and




WHEREAS,
pursuant to Section
4.3(b) of the Asset Purchase Agreement, Purchaser is required to execute
and deliver to the Sellers this Assumption Agreement whereby Purchaser assumes
the Assumed Liabilities.




NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties hereby agree as follows:




1.           Assumption. Purchaser
hereby undertakes and agrees from and after the date hereof, subject to the
limitations contained herein, to assume and to pay, perform and discharge when
due the Assumed Liabilities described in Section 2.3 of the
Asset Purchase Agreement.







2.           Asset Purchase
Agreement. Other than as specifically stated above or in the Asset
Purchase Agreement, Purchaser assumes no debt, liability or obligation of the
Sellers, including without limitation the Excluded Liabilities described in
Section 2.4 of
the Asset Purchase Agreement, and it is expressly understood and agreed that all
debts, liabilities and obligations not assumed hereby by Purchaser shall remain
the sole obligation of the Sellers, or their respective successors and
assigns.  Nothing contained in this Assumption Agreement shall be
deemed to supersede, enlarge on or modify any of the obligations, agreements,
covenants or warranties of PCAA Parent, the Sellers or the Purchaser contained
in the Asset Purchase Agreement.  If any conflict or other difference
exists between the terms of this Assumption Agreement and the Asset Purchase
Agreement, then the terms of the Asset Purchase Agreement shall govern and
control.




3.           Successors and
Assigns.  No Person other than the Sellers, and their
respective successors and assigns shall have any rights under this Assumption
Agreement or the provisions contained herein.




4.           Further
Assurances.  The Sellers and the Purchaser shall execute and
deliver, or cause to be executed and delivered, from time to time hereafter,
upon reasonable request and without further consideration, all such further
documents and instruments and shall do and perform all such acts as may be
reasonably necessary to give full effect to the intent of this Assumption
Agreement.




5.           Governing Law. This
Assumption Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and performed in such
State, without giving effect to any choice-of-law principles that would require
the application of the laws of another jurisdiction, except as may be governed
by the Bankruptcy Code.




6.           Counterparts. This
Assumption Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.




7.           Miscellaneous.  The
section headings contained in this Assumption Agreement are solely for the
purpose of reference and are not part of the agreement of the parties hereto and
shall not affect in any way the meaning or interpretation of this Assumption
Agreement.




[Signature
Page Follows]







IN
WITNESS WHEREOF, the undersigned have caused their duly authorized officers to
execute this Assumption Agreement on the day and year first above
written.




COMMERCIAL
      FINANCE SERVICES 2907 INC.By:
                        
                        [Illegible]Name:
                        [Illegible]Title:
                        G.C.


PCAA
      PARENT, LLC
                                                                                                                                                          
                                                                                                                                                          PCAA
      CHICAGO, LLCBy:
      PCAA Parent, LLC
                                                                                                                                                            Its
      Sole MemberBy:
                                                                                                                                                          /s/
      Charles Huntzinger
                                                                                                                                                          
                                                                                                                                                          By:
                                                                                                                                                          /s/
      Charles HuntzingerName:
                                                                                                                                                          Charles
      Huntzinger
                                                                                                                                                          
                                                                                                                                                          Name:
                                                                                                                                                          Charles
      HuntzingerTitle:
                                                                                                                                                          Chief
      Executive Officer
                                                                                                                                                          
                                                                                                                                                          Title:
                                                                                                                                                          Chief
      Executive OfficerBy:
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          By:Name:
                                                                                                                                                          Todd
      Weintraub
                                                                                                                                                          
                                                                                                                                                          Name:
                                                                                                                                                          Todd
      WeintraubTitle:
                                                                                                                                                          Director
                                                                                                                                                          
                                                                                                                                                          Title:
                                                                                                                                                          DirectorRCL
      PROPERTIES, LLC
                                                                                                                                                          
                                                                                                                                                          PCAA
      LP, LLCBy:
      PCAA Parent, LLC
                                                                                                                                                            Its
      Sole Member
                                                                                                                                                          
                                                                                                                                                          By:
      PCAA Parent, LLC
                                                                                                                                                            Its
      Sole MemberBy:
                                                                                                                                                          /s/
      Charles Huntzinger
                                                                                                                                                          
                                                                                                                                                          By:
                                                                                                                                                          /s/
      Charles HuntzingerName:
                                                                                                                                                          Charles
      Huntzinger
                                                                                                                                                          
                                                                                                                                                          Name:
                                                                                                                                                          Charles
      HuntzingerTitle:
                                                                                                                                                          Chief
      Executive Officer
                                                                                                                                                          
                                                                                                                                                          Title:
                                                                                                                                                          Chief
      Executive OfficerBy:
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          By:Name:
                                                                                                                                                          Todd
      Weintraub
                                                                                                                                                          
                                                                                                                                                          Name:
                                                                                                                                                          Todd
      WeintraubTitle:
                                                                                                                                                          Director
                                                                                                                                                          
                                                                                                                                                          Title:
                                                                                                                                                          DirectorPCAA
      GP, LLC
                                                                                                                                                          
                                                                                                                                                          PARKING
      COMPANY OF AMERICA
                                                                                                                                                            AIRPORTS,
      PHOENIX, LLCBy:
      PCAA Parent, LLC
                                                                                                                                                            Its
      Sole Member
                                                                                                                                                          
                                                                                                                                                          By:
      PCAA Parent, LLC
                                                                                                                                                            Its
      Sole MemberBy:
                                                                                                                                                          /s/
      Charles Huntzinger
                                                                                                                                                          
                                                                                                                                                          By:
                                                                                                                                                          /s/
      Charles HuntzingerName:
                                                                                                                                                          Charles
      Huntzinger
                                                                                                                                                          
                                                                                                                                                          Name:
                                                                                                                                                          Charles
      HuntzingerTitle:
                                                                                                                                                          Chief
      Executive Officer
                                                                                                                                                          
                                                                                                                                                          Title:
                                                                                                                                                          Chief
      Executive OfficerBy:
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          By:Name:
                                                                                                                                                          Todd
      Weintraub
                                                                                                                                                          
                                                                                                                                                          Name:
                                                                                                                                                          Todd
      WeintraubTitle:
                                                                                                                                                          Director
                                                                                                                                                          
                                                                                                                                                          Title:
                                                                                                                                                          Director
  
 PCAA
      PARENT, LLC
                
                PCAA
      CHICAGO, LLCBy:
      PCAA Parent, LLC
                  Its
      Sole MemberBy:
                
                
                By:Name:
                Charles
      Huntzinger
                
                Name:
                Charles
      HuntzingerTitle:
                Chief
      Executive Officer
                
                Title:
                Chief
      Executive OfficerBy:
                /s/
      Todd Weintraub
                
                By:
                /s/
      Todd WeintraubName:
                Todd
      Weintraub
                
                Name:
                Todd
      WeintraubTitle:
                Director
                
                Title:
                DirectorRCL
      PROPERTIES, LLC
                
                PCAA
      LP, LLCBy:
      PCAA Parent, LLC
                  Its
      Sole Member
                
                By:
      PCAA Parent, LLC
                  Its
      Sole MemberBy:
                
                
                By:Name:
                Charles
      Huntzinger
                
                Name:
                Charles
      HuntzingerTitle:
                Chief
      Executive Officer
                
                Title:
                Chief
      Executive OfficerBy:
                /s/
      Todd Weintraub
                
                By:
                /s/
      Todd WeintraubName:
                Todd
      Weintraub
                
                Name:
                Todd
      WeintraubTitle:
                Director
                
                Title:
                DirectorPCAA
      GP, LLC
                
                PARKING
      COMPANY OF AMERICA
                  AIRPORTS,
      PHOENIX, LLCBy:
      PCAA Parent, LLC
                  Its
      Sole Member
                
                By:
      PCAA Parent, LLC
                  Its
      Sole MemberBy:
                
                
                By:Name:
                Charles
      Huntzinger
                
                Name:
                Charles
      HuntzingerTitle:
                Chief
      Executive Officer
                
                Title:
                Chief
      Executive OfficerBy:
                /s/
      Todd Weintraub
                
                By:
                /s/
      Todd WeintraubName:
                Todd
      Weintraub
                
                Name:
                Todd
      WeintraubTitle:
                Director
                
                Title:
                Director
  
 PCAA
      SP-OK, LLC
                                                                                                                                                                                                            
                                                                                                                                                                                                            PCAA
      SP, LLCBy:
      PCAA Parent, LLC
                                                                                                                                                                                                                Its
      Sole Member
                                                                                                                                                                                                            
                                                                                                                                                                                                            By: PCAA Parent, LLC

                                                                                                                                                                                                              Its
      Sole MemberBy:
                                                                                                                                                                                                            /s/
      Charles Huntzinger
                                                                                                                                                                                                            
                                                                                                                                                                                                            By:
                                                                                                                                                                                                            /s/
      Charles HuntzingerName:
                                                                                                                                                                                                            Charles
      Huntzinger
                                                                                                                                                                                                            
                                                                                                                                                                                                            Name:
                                                                                                                                                                                                            Charles
      HuntzingerTitle:
                                                                                                                                                                                                            Chief
      Executive Officer
                                                                                                                                                                                                            
                                                                                                                                                                                                            Title:
                                                                                                                                                                                                            Chief
      Executive OfficerBy:
                                                                                                                                                                                                            
                                                                                                                                                                                                            
                                                                                                                                                                                                            By:Name:
                                                                                                                                                                                                            Todd
      Weintraub
                                                                                                                                                                                                            
                                                                                                                                                                                                            Name:
                                                                                                                                                                                                            Todd
      WeintraubTitle:
                                                                                                                                                                                                            Director
                                                                                                                                                                                                            
                                                                                                                                                                                                            Title:
                                                                                                                                                                                                            Director
 PARKING
      COMPANY OF AMERICA
                                                                                                                                                            AIRPORTS,
      LLC
                                                                                                                                                          
                                                                                                                                                          PCAA
      OAKLAND, LLCBy:
      PCAA Parent, LLC
                                                                                                                                                            Its
      Sole Member
                                                                                                                                                          
                                                                                                                                                          By:
      PCAA Parent, LLC
                                                                                                                                                            Its
      Sole MemberBy:
                                                                                                                                                          /s/
      Charles Huntzinger
                                                                                                                                                          
                                                                                                                                                          By:
                                                                                                                                                          /s/
      Charles HuntzingerName:
                                                                                                                                                          Charles
      Huntzinger
                                                                                                                                                          
                                                                                                                                                          Name:
                                                                                                                                                          Charles
      HuntzingerTitle:
                                                                                                                                                          Chief
      Executive Officer
                                                                                                                                                          
                                                                                                                                                          Title:
                                                                                                                                                          Chief
      Executive OfficerBy:
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          By:Name:
                                                                                                                                                          Todd
      Weintraub
                                                                                                                                                          
                                                                                                                                                          Name:
                                                                                                                                                          Todd
      WeintraubTitle:
                                                                                                                                                          Director
                                                                                                                                                          
                                                                                                                                                          Title:
                                                                                                                                                          DirectorPCAA
      PROPERTIES, LLC
                                                                                                                                                          
                                                                                                                                                          PARKING
      COMPANY OF AMERICAAIRPORTS
      HOLDINGS, LLC (with respect toBy:
      PCAA Parent, LLC
                                                                                                                                                            Its
      Sole Member
                                                                                                                                                          
                                                                                                                                                          Section
      3.3(b) only)By:
                                                                                                                                                          /s/
      Charles Huntzinger
                                                                                                                                                          
                                                                                                                                                          By:Name:
                                                                                                                                                          Charles
      Huntzinger
                                                                                                                                                          
                                                                                                                                                          Name:
                                                                                                                                                          Todd
      WeintraubTitle:
                                                                                                                                                          Chief
      Executive Officer
                                                                                                                                                          
                                                                                                                                                          Title:
                                                                                                                                                          DirectorBy:Name:
                                                                                                                                                          Todd
      WeintraubTitle:
                                                                                                                                                          Director
  
 PCAA
      SP-OK, LLC
                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                        PCAA
      SP, LLCBy:
      PCAA Parent, LLC
                                                                                                                                                                                                                                                                                                                            Its
      Sole Member
                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                        By: PCAA Parent, LLC
                                                                                                                                                                                                                                                                                                                          Its
      Sole MemberBy:
                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                        By:Name:
                                                                                                                                                                                                                                                                                                                        Charles
      Huntzinger
                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                        Name:
                                                                                                                                                                                                                                                                                                                        Charles
      HuntzingerTitle:
                                                                                                                                                                                                                                                                                                                        Chief
      Executive Officer
                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                        Title:
                                                                                                                                                                                                                                                                                                                        Chief
      Executive OfficerBy:
                                                                                                                                                                                                                                                                                                                        /s/
      Todd Weintraub
                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                        By:
                                                                                                                                                                                                                                                                                                                        /s/
      Todd WeintraubName:
                                                                                                                                                                                                                                                                                                                        Todd
      Weintraub
                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                        Name:
                                                                                                                                                                                                                                                                                                                        Todd
      WeintraubTitle:
                                                                                                                                                                                                                                                                                                                        Director
                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                        Title:
                                                                                                                                                                                                                                                                                                                        Director
 PARKING
      COMPANY OF AMERICA
                                                                                                                                                                                                                                                                          AIRPORTS,
      LLC
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        PCAA
      OAKLAND, LLCBy:
      PCAA Parent, LLC
                                                                                                                                                                                                                                                                          Its
      Sole Member
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        By:
      PCAA Parent, LLC
                                                                                                                                                                                                                                                                          Its
      Sole MemberBy:
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        By:Name:
                                                                                                                                                                                                                                                                        Charles
      Huntzinger
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        Name:
                                                                                                                                                                                                                                                                        Charles
      HuntzingerTitle:
                                                                                                                                                                                                                                                                        Chief
      Executive Officer
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        Title:
                                                                                                                                                                                                                                                                        Chief
      Executive OfficerBy:
                                                                                                                                                                                                                                                                        /s/
      Todd Weintraub
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        By:
                                                                                                                                                                                                                                                                        /s/
      Todd WeintraubName:
                                                                                                                                                                                                                                                                        Todd
      Weintraub
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        Name:
                                                                                                                                                                                                                                                                        Todd
      WeintraubTitle:
                                                                                                                                                                                                                                                                        Director
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        Title:
                                                                                                                                                                                                                                                                        DirectorPCAA
      PROPERTIES, LLC
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        PARKING
      COMPANY OF AMERICAAIRPORTS
      HOLDINGS, LLC (with respect toBy:
      PCAA Parent, LLC
                                                                                                                                                                                                                                                                          Its
      Sole Member
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        Section
      3.3(b) only)By:
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        By:
                                                                                                                                                                                                                                                                        /s/
      Todd WeintraubName:
                                                                                                                                                                                                                                                                        Charles
      Huntzinger
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        Name:
                                                                                                                                                                                                                                                                        Todd
      WeintraubTitle:
                                                                                                                                                                                                                                                                        Chief
      Executive Officer
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        Title:
                                                                                                                                                                                                                                                                        DirectorBy:
                                                                                                                                                                                                                                                                        /s/
      Todd WeintraubName:
                                                                                                                                                                                                                                                                        Todd
      WeintraubTitle:
                                                                                                                                                                                                                                                                        Director
  AIRPORT
      PARKING MANAGEMENT, LLC
                                                                                                                                                                          
                                                                                                                                                                          PCAA
      MISSOURI, LLCBy:
      PCAA Parent, LLC
                                                                                                                                                                            Its
      Sole MemberBy:
                                                                                                                                                                          /s/
      Charles Huntzinger
                                                                                                                                                                          
                                                                                                                                                                          By:
                                                                                                                                                                          /s/
      Charles HuntzingerName:
                                                                                                                                                                          Charles
      Huntzinger
                                                                                                                                                                          
                                                                                                                                                                          Name:
                                                                                                                                                                          Charles
      HuntzingerTitle:
                                                                                                                                                                          Member
      of the Board
                                                                                                                                                                          
                                                                                                                                                                          Title:
                                                                                                                                                                          Chief
      Executive OfficerBy:
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          By:Name:
                                                                                                                                                                          Todd
      Weintraub
                                                                                                                                                                          
                                                                                                                                                                          Name:
                                                                                                                                                                          Todd
      WeintraubTitle:
                                                                                                                                                                          Member
      of the Board
                                                                                                                                                                          
                                                                                                                                                                          Title:
                                                                                                                                                                          Director
 PCA
      AIRPORTS, LTD.By:
      PCAA GP, LLC

                                                Its
      General PartnerBy:
      PCAA Parent, LLC
                                              Its
      Sole MemberBy:
                                            /s/
      Charles HuntzingerName:
                                            Charles
      HuntzingerTitle:
                                            Chief
      Executive OfficerBy:Name:
                                            Todd
      WeintraubTitle:
                                            DirectorBy:
      PCAA LP, LLC
                                                Its
      Limited PartnerBy:
      PCAA Parent, LLC
                                              Its
      Sole MemberBy:
                                            /s/
      Charles HuntzingerName:
                                            Charles
      HuntzingerTitle:
                                            Chief
      Executive OfficerBy:Name:
                                            Todd
      WeintraubTitle:
                                            Director
 
  AIRPORT
      PARKING MANAGEMENT, LLC
                                                                
                                                                PCAA
      MISSOURI, LLCBy:
      PCAA Parent, LLC
                                                                  Its
      Sole MemberBy:
                                                                
                                                                
                                                                By:Name:
                                                                Charles
      Huntzinger
                                                                
                                                                Name:
                                                                Charles
      HuntzingerTitle:
                                                                Member
      of the Board
                                                                
                                                                Title:
                                                                Chief
      Executive OfficerBy:
                                                                /s/
      Todd Weintraub
                                                                
                                                                By:
                                                                /s/
      Todd WeintraubName:
                                                                Todd
      Weintraub
                                                                
                                                                Name:
                                                                Todd
      WeintraubTitle:
                                                                Member
      of the Board
                                                                
                                                                Title:
                                                                Director
 PCA
      AIRPORTS, LTD.By:
      PCAA GP, LLC

                                                  Its
      General PartnerBy:
      PCAA Parent, LLC
                                                Its
      Sole MemberBy:Name:
                                              Charles
      HuntzingerTitle:
                                              Chief
      Executive OfficerBy:
                                              /s/
      Todd WeintraubName:
                                              Todd
      WeintraubTitle:
                                              DirectorBy:
      PCAA LP, LLC
                                                  Its
      Limited PartnerBy:
      PCAA Parent, LLC
                                                Its
      Sole MemberBy:Name:
                                              Charles
      HuntzingerTitle:
                                              Chief
      Executive OfficerBy:
                                              /s/
      Todd WeintraubName:
                                              Todd
      WeintraubTitle:
                                              Director


EXHIBIT
F




Commitment
Letters




See
attached.







EXHIBIT
G




Modifications
to Chapter 11 Plan




See
attached.