Execution
Version
  SECOND
AMENDMENT TO FORBEARANCE AGREEMENT
  This
SECOND AMENDMENT TO FORBEARANCE
AGREEMENT(this “Amendment”)is dated and effective as of October
15, 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-1 (“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-1 (“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”)as amended August
30, 2009 by the First Amendment thereto (the “First Amendment”);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 and the First Amendment.
  SECTION
2. Amendment to
Forbearance Agreement. The definition of “Expiration Date” in Section 1.1
of the Forbearance Agreement, as amended by Section 2.2 of the First Amendment,
is hereby deleted in its entirety and replaced with the following:
  “’Expiration Date’shall mean
November 6, 2009.”
  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.
  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
by the First Amendment, 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 and by the First Amendment. Except as specifically
amended above and by the First Amendment, 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]
  2
  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
                
                parking
      company of americaairports,LLC,a
      Delaware limited liability
                
                airports
      phoenix,LLC,a
      Delaware limitedcompany
                
                liability
      companyBy:PCAA Parent, LLC, a
      Delaware limited
                
                By:
      PCAA Parent, LLC, aDelaware limitedliability
      company, its sole member
                
                liability
      company,its sole
      member
 
 By:
                          /s/ Charles
      Huntzinger
                          
                          
                          By:
                          /s/
      Charles HuntzingerName:
      Charles Huntzinger
                          
                          
                          Name:Charles
      HuntzingerTitle:
      Chief ExecutiveOfficer
                          
                          
                          Title:
      Chief ExecutiveOfficer
 
 State
      Identification Number: 3561583
                
                State
      Identification Number: 3561638Tax
      Identification Number: 55-0799249
                
                Tax
      Identification Number:
73-1678343
 
 pcaa
      sp,LLC,a
      Delaware limited liability
                
                pca
      airports, ltd,a Texas limitedcompany
                
                partnershipBy:PCAA Parent, LLC, a
      Delaware limited
                
                By:PCAA GP, LLC, a
      Delaware limited liabilityliability
      company, its sole member
                
                company,its general
      partner
 
 By:
      PCAA Parent, LLC, a
      Delaware limitedBy:
                          /s/
      Charles Huntzinger
                          
                          liability
      company, its solememberName:
      Charles HuntzingerTitle:
      Chief Executive Officer
 
 By:
                        /s/
      Charles HuntzingerState
      Identification Number: 4005464
                        
                        
                        Name:
      Charles HuntzingerTax
      Identification Number: 20-3223465
                        
                        
                        Title:
      Chief Executive
Officer
 
 State
      Identification Number: 800143785Tax
      Identification Number:
73-167348
  S-1
 GUARANTOR:
 PCAAPARENT, LLC,  a Delaware limited liabilitycompanyBy:
                      /s/
      Charles HuntzingerName:
      Charles HuntzingerTitle:
      Chief ExecutiveOfficer
  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/
      Dirk WilkeName:
      Dirk WilkeTitle:
      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/
      Burkhard MauName:
      Burkhard MauTitle:
      Executive DirectorBy:
                            /s/
      KrowsbeinName:
      KROWSBEINTitle:
      SENIOR
ASSOCIATE
  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