Exhibit 10.1

                      FOURTH AMENDMENT TO CREDIT AGREEMENT

     This Fourth  Amendment to Credit  Agreement  (this "Fourth  Amendment")  is
dated as of the 28 day of February,  2006 and is by and among  Standard  Parking
Corporation,  a Delaware  corporation  (the  "Company"),  LaSalle Bank  National
Association  ("LaSalle"),  in its capacity as Agent for the Lenders party to the
Credit Agreement described below and as a Lender, Wells Fargo Bank, N.A. ("Wells
Fargo"), as a Lender and as Syndication Agent under such Credit Agreement,  U.S.
Bank  National  Association  ("U.S.  Bank") as a Lender,  and Fifth  Third  Bank
Chicago ("Fifth Third"), as a Lender.

                              W I T N E S S E T H:

     WHEREAS, the Company,  LaSalle,  Wells Fargo, U.S. Bank and Fifth Third are
all of the parties to that certain Credit Agreement dated as of June 2, 2004, as
amended (as amended, restated,  modified or supplemented and in effect from time
to time, the "Credit Agreement"); and

     WHEREAS,  the  parties  desire to amend the  Credit  Agreement  in  certain
respects, all as set forth herein;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.  Definitions.  Capitalized  terms used in this Fourth  Amendment and not
otherwise  defined  herein  are used with the  meanings  given such terms in the
Credit  Agreement.  In  addition,  for  purposes  of this Fourth  Amendment  the
following terms shall have the meanings indicated:

          "Fourth  Amendment  Effective  Date"  means the date upon  which  this
     Fourth Amendment to Credit  Agreement is executed by the Company,  LaSalle,
     Wells Fargo, U.S. Bank and Fifth Third.

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

     (A) The definition of Applicable Margin in Section 1.1 shall be amended and
restated in its entirety as follows:

          Applicable  Margin  means,  for any day,  the rate per annum set forth
     below opposite the level (the "Level") then in effect,  it being understood
     that the Applicable  Margin for (i) LIBOR Loans shall be the percentage set
     forth under the column  "LIBOR  Margin",  (ii) Base Rate Loans shall be the
     percentage set forth under the column "Base Rate Margin", (iii) the Non-Use
     Fee Rate shall be the  percentage  set forth under the column  "Non-Use Fee
     Rate" and (iv) the L/C Fee  shall be the  percentage  set  forth  under the
     column "L/C Fee Rate":

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--------------------------------------------------------------------------------
        Total Debt                   LIBOR       Base Rate    Non-Use    L/C Fee
Level   to EBITDA Ratio              Margin       Margin      Fee Rate    Rate
-----   ---------------              ------       ------      --------    ----
--------------------------------------------------------------------------------
I       Greater than or equal to      2.75%        1.25%       .375%      2.75%
        4.5:1
--------------------------------------------------------------------------------
II      Greater than or equal to      2.50%        1.00%       .375%      2.50%
        4.0:1 but less than 4.5:1
--------------------------------------------------------------------------------
III     Greater than or equal to      2.25%        0.75%       .375%      2.25%
        3.5:1 but less than 4.0:1
--------------------------------------------------------------------------------
IV      Less than 3.5:1               2.00%        0.50%       .375%      2.00%
--------------------------------------------------------------------------------


          The LIBOR Margin,  the Base Rate Margin,  the Non-Use Fee Rate and the
     L/C Fee Rate  shall be  adjusted,  to the extent  applicable,  on the fifth
     (5th) Business Day after the Company provides or is required to provide the
     annual and quarterly  financial  statements and other information  pursuant
     Section  10.1.1  or  10.1.2,  as  applicable,  and the  related  Compliance
     Certificate, pursuant to Section 10.1.3. Notwithstanding anything contained
     in this paragraph to the contrary, (a) if the Company fails to deliver such
     financial  statements  and Compliance  Certificate  in accordance  with the
     provisions of Section 10.1.1, 10.1.2 and 10.1.3, the LIBOR Margin, the Base
     Rate Margin,  the Non-Use Fee Rate and the L/C Fee Rate shall be based upon
     Level  I  above  beginning  on  the  date  such  financial  statements  and
     Compliance  Certificate were required to be delivered until the fifth (5th)
     Business Day after such financial statements and Compliance Certificate are
     actually delivered,  whereupon the Applicable Margin shall be determined by
     the then current Level; and (b) no reduction to any Applicable Margin shall
     become  effective  at any time when an Event of Default has occurred and is
     continuing.

     (B) The definition of Change of Control in Section 1.1 shall be amended and
restated in its entirety as follows:

          Change of Control means the  occurrence of any of the  following:  (i)
     the sale, lease, transfer, conveyance or other disposition (other than in a
     transaction  described in clause (vi) below), in one or a series of related
     transactions,  of all or substantially all of the assets of the Company and
     its  Subsidiaries,  taken as a whole, to any "person" (as such term is used
     in subsection  13(d)(3) of the Exchange  Act),  (ii) the adoption of a plan
     relating  to the  liquidation  or  dissolution  of the  Company,  (iii) the
     consummation of any transaction (including,  without limitation, any merger
     or  consolidation)  the result of which is that any  "person"  (as  defined
     above),  other than John V. Holten and/or his Related Parties,  becomes the
     "beneficial  owner"  (as such term is  defined in Rule 13d-3 and Rule 13d-5
     under  the  Exchange  Act,  except  that a person  shall be  deemed to have
     "beneficial  ownership" of all securities that such person has the right to
     acquire, whether such right is currently exercisable or is exercisable only
     upon the occurrence of a subsequent  condition;  provided,  however, that a
     bona fide pledgee shall not be deemed to be the beneficial owner of such

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<PAGE>


     pledged  securities  until the pledgee has taken all formal steps necessary
     which are  required to declare a default and  determines  that the power to
     vote or to direct the vote or to dispose  or to direct the  disposition  of
     such pledged securities will be exercised), directly or indirectly, of more
     than 50% of the  Voting  Stock of the  Company  (measured  by voting  power
     rather than  number of  shares),  (iv) the first day on which a majority of
     the members of the Board of  Directors  of the  Company are not  Continuing
     Directors,  (v) the occurrence of any "Change of Control" as defined in the
     9 1/4% Note Documents or any change of control or similar  provision in any
     other Subordinated Debt, the Preferred Stock or any other preferred Capital
     Stock of the Company, or (vi) the Company consolidates with, or merges with
     or into,  any  Person  or sells,  assigns,  conveys,  transfers,  leases or
     otherwise disposes of all or substantially all of its assets to any Person,
     or any Person  consolidates  with, or merges with or into, the Company,  in
     any such event  pursuant to a transaction in which more than thirty percent
     (30%) of the  outstanding  Voting Stock of the Company is converted into or
     exchanged for cash, securities or other property.

     (C) The definition of Termination  Date in Section 1.1 shall be amended and
restated in its entirety as follows:

          "Termination  Date means the earlier to occur of (a)  December 2, 2007
     or (b) such  other  date on which the  Commitments  terminate  pursuant  to
     Section 6 or 13.

     (D) The  definition  of Special  Payment in Section 1.1 (which was added by
the Second  Amendment to the Credit  Agreement) shall be amended and restated in
its entirety as follows:

          "Special Payment" means any dividend, payment or other distribution in
     respect of any class of the Company's  Capital  Securities or any dividend,
     payment  or  distribution  in  connection  with the  redemption,  purchase,
     retirement or other acquisition,  directly or indirectly,  of any shares of
     the Company's  Capital  Securities  which is in compliance  with all of the
     following requirements:

     (i)  such dividend,  payment or  distribution  is made during calendar year
          2006; and

     (ii) the aggregate of all such  dividends,  payments and  distributions  in
          calendar  year 2006 shall not exceed the lesser of (x)  $6,000,000  or
          (y)  an  amount  equal  to  fifty   percent  (50%)  of  the  Company's
          consolidated  pre-tax  income  less all cash  taxes  paid for the most
          recently ended  "Applicable  Period"  (meaning a period of four Fiscal
          Quarters  then  ended)  for which  internal  financial  statements  in
          accordance with GAAP (subject to the absence of footnotes and year-end
          audit  adjustments)  are  available  and  have  been  provided  to the
          Lenders; and

    (iii) on a pro forma basis for any  Computation  Period for  which  internal
          financial  statements in accordance  with GAAP (subject to the absence
          of footnotes and year-end  audit  adjustments)  are available and have
          been  provided to the  Lenders,  taking into account (x) the amount of
          the  dividend,  payment or  distribution  to be made as if made on the
          last day of the applicable  Computation  Period and (y) all prior such
          dividends,  payments  and  distributions  made  during the  applicable
          Computation Period,

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<PAGE>


          (x)  the Total Debt to EBITDA Ratio shall not exceed 4.50 to 1.00 (for
               any Computation Period ending on or before June 30, 2006) or 4.25
               to 1.0 (for any Computation Period ending thereafter); and

          (y)  the  Company's  consolidated  net  worth  shall be not less  than
               $12,000,000  plus an amount equal to fifty  percent  (50%) of the
               Company's cumulative positive net income  (disregarding,  for any
               month in which a loss occurs,  any such loss) for the period from
               and  including  January  1, 2005  through  the end of the  Fiscal
               Quarter  most  recently  ended  for  which   internal   financial
               statements  in  accordance  with GAAP  (subject to the absence of
               footnotes and year-end audit  adjustments) are available and have
               been provided to the Lenders at the time of the proposed payment;
               and

          (z)  the Adjusted  Fixed Charge  Coverage Ratio shall be not less than
               1.30 to 1.00.

     Prior to making any Special Payment, the Company shall deliver to the Agent
     a written pro forma calculation, signed by a Senior Officer of the Company,
     prepared in accordance  with this definition and setting forth the relevant
     information  in reasonable  detail  (including a statement of the amount of
     the Special  Payment with respect to which the  calculation  is being made)
     demonstrating that such Special Payment is permitted hereby.

     (E) Section 11.13 shall be amended and restated in its entirety as follows:

     11.13 Financial Covenants.

     11.13.1 Fixed Charge Coverage  Ratio.  Not permit the Fixed Charge Coverage
Ratio for any  Computation  Period ending to be less than 1.60 to 1.00 as of the
end of any Fiscal  Quarter prior to September 30, 2006, and not permit the Fixed
Charge Coverage Ratio for any Computation Period thereafter to be less than 1.75
to 1.00.

     11.13.2  Senior Debt to EBITDA Ratio.  Not permit the Senior Debt to EBITDA
Ratio as of the last day of any  Computation  Period  to exceed  the  applicable
ratio set forth below for such Computation Period:

          Computation                         Maximum Senior Debt to
          Period Ending                       EBITDA Ratio
          -------------                       ------------
          12/31/05                            3.25 to 1.00
          3/31/06                             3.25 to 1.00
          6/30/06                             3.25 to 1.00
          9/30/06                             3.00 to 1.00
          12/31/06                            3.00 to 1.00
          3/31/07 and thereafter              2.75 to 1.00


     11.13.3  Total  Debt to EBITDA  Ratio.  Not permit the Total Debt to EBITDA
Ratio as of the last day of any  Computation  Period  to exceed  the  applicable
ratio set forth below for such Computation Period:

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<PAGE>


          Computation                         Maximum Total Debt to EBITDA
          Period Ending                       Ratio
          -------------                       -----
          12/31/05                            4.75 to 1.00
          3/31/06                             4.75 to 1.00
          6/30/06                             4.75 to 1.00
          9/30/06                             4.50 to 1.00
          12/31/06                            4.50 to 1.00
          3/31/07 and thereafter              4.00 to 1.00

     3. Representations and Warranties and Covenants.  To induce LaSalle,  Wells
Fargo,  U.S.  Bank and Fifth  Third to enter  into this  Fourth  Amendment,  the
Company represents, warrants and covenants that:

          (A) the  execution,  delivery and  performance  by the Company of this
     Fourth  Amendment  have been duly  authorized  by all  requisite  corporate
     action on the part of the Company;

          (B) this Fourth  Amendment has been duly executed and delivered by the
     Company and  constitutes  a valid and binding  obligation  of the  Company,
     enforceable in accordance with its terms except as such  enforceability may
     be limited by bankruptcy, insolvency,  reorganization,  moratorium or other
     similar laws affecting creditors' rights generally or by general principals
     of equity;

          (C) no Event of Default or Unmatured Event of Default exists as of the
     date of this Fourth Amendment; and

          (D) the Company will pay the fees agreed upon in a fee letter  between
     the  Company  and  the  Agent,  all  such  fees  to  be  fully  earned  and
     non-refundable and payable upon execution by the Company, the Agent and all
     Lenders parties to this Fourth Amendment.

     4. Miscellaneous.

     (A)  Counterparts.  This Fourth  Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same  instrument.  It shall not be
necessary  in making  proof of this Fourth  Amendment  to produce or account for
more than one such  counterpart  for each of the  parties  hereto.  Delivery  by
facsimile by any of the parties  hereto of an executed  counterpart of this Thir
Amendment  shall be effective  as an original  executed  counterpart  hereof and
shall be deemed a representation  that an original executed  counterpart  hereof
will be delivered.

     (B)  Headings.  The  headings of the sections  and  subsections  hereof are
provided  for  convenience  only and shall not in any way affect the  meaning or
construction of any provision of this Fourth Amendment.

     (C) Governing Law. This Fourth  Amendment and the rights and obligations of
the parties shall be construed and  interpreted  in accordance  with the laws of
the State of Illinois.

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<PAGE>


     (D)  Severability.  If any  provision  of any of this Fourth  Amendment  is
determined to be illegal, invalid or enforceable,  such provision shall be fully
severable  and the remaining  provisions  shall remain full force and effect and
shall be construed without giving effect to the illegal,  invalid or enforceable
provisions.

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

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

     (G) Continued Effectiveness. Notwithstanding anything contained herein, the
terms of this Fourth  Amendment are not intended to and do not serve to effect a
novation as to the Credit Agreement.  The parties hereto expressly do not intend
to extinguish the Credit  Agreement in any respect.  Instead,  it is the express
intention of the parties hereto to reaffirm the  indebtedness  created under the
Credit  Agreement and to confirm that the Credit  Agreement,  as amended hereby,
remains in full force and effect and is hereby reaffirmed in all respects.

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

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<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Fourth Amendment to
Credit Agreement as of the date first set forth above.


                                    STANDARD PARKING CORPORATION


                                    By:________________________________
                                    Name:_____________________________
                                    Title:______________________________



                                    LASALLE BANK NATIONAL ASSOCIATION


                                    By:________________________________
                                    Name: _____________________________
                                    Title: ______________________________



                                    WELLS FARGO BANK, N.A.


                                    By:________________________________
                                    Name:_____________________________
                                    Title:______________________________



                                    U.S. BANK NATIONAL ASSOCIATION


                                    By:________________________________
                                    Name:_____________________________
                                    Title:______________________________



                                    FIFTH THIRD BANK CHICAGO


                                    By:________________________________
                                    Name:_____________________________
                                    Title:______________________________

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