FIRST
AMENDMENT TO FORBEARANCE AGREEMENT




This
FIRST AMENDMENT TO FORBEARANCE
AGREEMENT(this “Amendment”)is made as of August 30, 2009, by
and among PARKING COMPANY OF
AMERICA AIRPORTS, LLC (“PCAA”), PARKING COMPANY OF AMERICA AIRPORTS
PHOENIX, LLC (“PCAA Phoenix”),
PCAA SP, LLC (“PCAA SP”),and PCA AIRPORTS, LTD.
(“PCAA Texas”and, together with PCAA,
PCAA Phoenix, and PCAA SP, individually and collectively as the context
requires, the “Borrowers”),
PCAA PARENT, LLC,a Delaware limited liability company (the “Guarantor”),
DEKABANK DEUTSCHE GIROZENTRALE,in its capacity as holder of Note A-l
(“Deka”),
DEUTSCHE HYPOTHEKENBANK AG,in its capacity as holder of Note A-2 (“Hypo”),and ING REAL ESTATE
FINANCE (USA) LLC,in its capacity as holder of
Note A-3 (“ING”and together with Deka
and Hypo, the “Note A Co-Lenders”),
CAPMARK FINANCE, INC.,in its capacity as holder of Note B-l (“CFI”),
CAPMARK STRUCTURED REAL ESTATE, LTD.,in its capacity as holder of Note
B-2 (“CSRE”and together with CFI,
the “Note B Co-Lenders”)(the Note A Co-Lenders and the Note
B Co-Lenders collectively, the “Lenders”),
ING REAL ESTATE FINANCE (USA) LLC,in its capacity as agent for the Note
A Co-Lenders (the “Note A Agent”)and in its capacity as
administrative agent (the “Administrative Agent”)and CAPMARK FINANCE, INC.,in its
capacity as agent for the Note B Co-Lenders (“Note B Agent”and together with the
Note A Agent and the Administrative Agent, the “Agents”).




RECITALS




WHEREAS,
the parties hereto are parties to that certain Forbearance Agreement dated as of
June 10, 2009 (the “Forbearance Agreement”);and




WHEREAS,
the parties hereto desire to amend the Forbearance Agreement in certain respects
as provided herein;




NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:




SECTION
1. Defined
Terms. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Forbearance Agreement, as amended by this
Amendment.




SECTION
2. Amendments to
Forbearance Agreement.




2.1          The
definition of “Designated Defaults” in Section 1.1 of the Forbearance Agreement
is hereby deleted in its entirety and replaced with the following:




“’Designated Defaults’shall mean the Events of Default
occurring as a result of (i) Guarantor’s failure to maintain the required Net
Worth pursuant to Section 9.18 of the Loan Agreement, (ii) Guarantor’s failure
to maintain the required Liquidity pursuant to Section 9.19 of the Loan
Agreement, (iii) Borrower’s failure to pay in cash interest as set forth in the
Loan Agreement pursuant to Section 11.01(a) of the Loan Agreement, (iv)
Borrower’s failure to make any Swap Payment pursuant to Section 11.01(s) of the
Loan Agreement and (v) Borrower’s failure to pay amounts due on the Maturity
Date.”




2.2          The
definition of “Expiration Date” in Section 1.1 of the Forbearance Agreement is
hereby deleted in its entirety and replaced with the following:




“’Expiration Date’shall mean October 15,
2009.”










2.3         Section
2.2 of the Forbearance Agreement is hereby deleted in its entirety and replaced
with the following:




“2.2       Accrual of Interest.Notwithstanding anything contained in the Loan Agreement or other Loan
Documents to the contrary, before the Maturity Date (as defined in the Loan
Agreement), all interest owing in respect of the Loans shall accrue interest at
a rate per annum equal to the non-default rate of interest. Pursuant to Section
2.04(e) of the Loan Agreement, from and after the Maturity Date, all interest
owing in respect of the Loans shall accrue interest at a rate per annum equal to
the Default Rate (as defined in the Loan Agreement). All interest that becomes
due and payable during the Forbearance Period shall be paid-in-kind and
capitalized.”




2.4         Section
7.2 of the Forbearance Agreement is hereby deleted in its entirety and replaced
with the following:




“7.2       Payment of Fees and Expenses.The Borrower and the Guarantor agree to reimburse the Agents and Note A
Co-Lenders upon demand from time to time, for all reasonable and documented
out-of-pocket expenses incurred in connection with the Loan Agreement or the
other Loan Documents (which shall be deemed to include this Forbearance
Agreement), including, without limitation, the reasonable and documented fees
and disbursements of the Agents’ and Note A Co-Lenders’ counsel and advisors.
The Borrower agrees that it shall (i) replenish the previously funded $75,000
retainer the Borrower provided to the Note A Agents’ financial advisor, when
such advisor has applied unpaid outstanding fees and expenses in an amount equal
to or greater than $65,000 against such retainer and (ii) upon request, fund a
$75,000 retainer for a financial advisor for the Note B Agent and replenish such
retainer when such advisor has applied unpaid outstanding fees and expenses in
an amount equal to or greater than $65,000 against such retainer. For the
avoidance of doubt, the Borrower agrees to replenish funds so that each of the
financial advisors may maintain retainers of up to $75,000; provided, however, that the
Borrower and Guarantor shall not be required to pay the financial advisors to
the Note B Agent in excess of $210,000 during the Forbearance
Period.”




SECTION
3. Representations and
Warranties. As of the date first written above, all representations and
warranties of each of Borrowers and the Guarantor contained in the Forbearance
Agreement, as amended hereby, are true and correct in all material respects and
each such party hereby confirms as to itself each such representation and
warranty made by it or him with the same effect as if set forth in full
herein.




SECTION
4. No
Modification. No provision of this Amendment may be modified, amended,
waived or extended except by an agreement in writing signed by all of the
parties hereto.




SECTION
5. Counterparts. This
Amendment may be executed by the parties hereto in any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.




SECTION
6. Successors and
Assigns. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and
assigns.




SECTION
7. GOVERNING
LAW. THIS AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL, IN ALL
RESPECTS, BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING, TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, ALL OTHER CONFLICTS OF LAWS PRINCIPLES AND CHOICE OF LAW
RULES OF THE STATE OF NEW YORK.





2




SECTION
8. Miscellaneous. Upon
the effectiveness of this amendment, each reference in the Forbearance Agreement
to “this Agreement”, “hereunder”, “hereof, “herein”, or words of like import
shall mean and be a reference to the Forbearance Agreement as amended hereby,
and each reference to the Forbearance Agreement in any other document,
instrument or agreement executed and/or delivered in connection with the
Forbearance Agreement shall mean and be a reference to the Forbearance Agreement
as amended hereby. Except as specifically amended above, the Forbearance
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.




SECTION
9. Release. The
Borrower and the Guarantor hereby release, waive, and forever relinquish all
claims, demands, obligations, liabilities and causes of action of whatever kind
or nature, whether known or unknown, which any of them have, may have, or might
assert at the time of execution of this Amendment or in the future against the
Agent, the Lenders and/or their respective parents, affiliates, participants,
officers, directors, employees, agents, attorneys, accountants, consultants,
successors and assigns, directly or indirectly, which occurred, existed, was
taken, permitted or begun prior to the execution of this Amendment, arising out
of, based upon, or in any manner connected with (i) any transaction, event,
circumstance, action, failure to act or occurrence of any sort or type, whether
known or unknown, with respect to the Loan Agreement, any other Loan Document
and/or the administration thereof or the Obligations created thereby; (ii) any
discussions, commitments, negotiations, conversations or communications with
respect to the refinancing, restructuring or collection of any Obligations
related to the Loan Agreement, any other Loan Document and/or the administration
thereof or the Obligations created thereby or (iii) any matter related to the
foregoing, in each case, prior to the execution of this Amendment.




[Signature
pages attached]





3




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





BORROWERS:





PARKING
      COMPANY OF AMERICA
                        AIRPORTS, LLC,a
      Delaware limited liability
                        company
                      
                      PARKING
      COMPANY OF AMERICA
                        AIRPORTS PHOENIX, LLC,a
      Delaware limited
                        liability
      companyBy:
      PCAA Parent, LLC, a Delaware limited
                        liability
      company, its sole member
                      
                      By:
      PCAA Parent, LLC, a Delaware limited
                        liability
      company, its sole memberBy:
                      /s/
      Charles Huntzinger
                      
                      
                      By:
                      /s/
      Charles HuntzingerName:
      Charles Huntzinger
                      
                      
                      
                      Name:
      Charles HuntzingerTitle:
      Chief Executive Officer
                      
                      
                      
                      Title:
      Chief Executive OfficerState
      Identification Number: 3561583
                        Tax
      Identification Number: 55-0799249
                      
                      State
      Identification Number: 3561638
                        Tax
      Identification Number:
73-1678343





PCAA SP, LLC,a Delaware
      limited liability
                                      company
                                    
                                    PCA AIRPORTS, LTD,a
      Texas limited
                                      partnershipBy:
      PCAA Parent, LLC, a Delaware limited
                                      liability
      company, its sole member
                                    
                                    By:
      PCAA GP, LLC, a Delaware limited liability
                                      company,
      its general partnerBy:
      PCAA Parent, LLC, a Delaware limitedBy:
                                    /s/
      Charles Huntzinger
                                    
                                    liability
      company, its sole memberName:
      Charles HuntzingerTitle:
      Chief Executive Officer


By:
                    /s/
      Charles HuntzingerState
      Identification Number: 4005464
                    
                    
                    
                    Name:
      Charles HuntzingerTax
      Identification Number: 20-3223465
                    
                    
                    
                    Title:
      Chief Executive OfficerState
      Identification Number: 800143785
                      Tax
      Identification Number:
73-167348





S-1


GUARANTOR:
 PCAA
      PARENT, LLC, aDelaware limited liability
      companyBy:
                            /s/
      Charles HuntzingerName:
      Charles HuntzingerTitle:
      Chief Executive
Officer
  S-2
 NOTE
      A AGENT AND LENDER:ING
      REAL ESTATE FINANCE (USA) LLCBy:
                      /s/
      Maria D. KastanisName:
      MARIA D. KASTANISTitle:
      SENIOR DIRECTORBy:
                      /s/
      Yelena KharnasName:
      YELENA KHARNASTitle:
      VICE PRESIDENT
  S-3
  NOTE
      A LENDERS:DEUTSCHE
      HYPOTHEKENBANK AGBy:
                                /s/
      Michael MüllerName:
      Michael MüllerTitle:
      AUTHORIZED OFFICERBy:
                                /s/
      Frank MüllerName: Frank
      MüllerTitle: authorized
      officerDEKABANK
      DEUTSCHE GIROZENTRALEBy:Name:Title:By:Name:Title:
  S-4
  NOTE
      A LENDERS:DEUTSCHE
      HYPOTHEKENBANK AGBy:Name:Title:By:Name:Title:DEKABANK
      DEUTSCHE GIROZENTRALEBy:
                              /s/
      Dietmar KleinName:
      Dietmar KleinTitle:
      Managing DirectorBy:
                              /s/
      Burkhard MauName:
      Burkhard MauTitle:
      Executive
Director
  S-4
  NOTE
      B AGENT AND LENDERS:CAPMARK
      FINANCE INC.By:
                          /s/
      David BlumName:  David
      BlumTitle:  Vice
      PresidentCAPMARK
      STRUCTURED REAL ESTATE, LTD.By:
                          /s/
      David BlumName:  David
      BlumTitle:  Vice
      President
  S-5