<PAGE>   1


                               CONSENT AND JOINDER
                                       TO
                             STOCKHOLDERS AGREEMENT


         THIS CONSENT AND JOINDER (this "Agreement") to that certain
Stockholders Agreement (the "Stockholders Agreement"), dated as of March 30,
1998, by and among APCOA/Standard Parking, Inc., a Delaware corporation (the
"Company"), and Dosher Partners, L.P., a Delaware limited partnership
("Dosher"), SP Associates, an Illinois general partnership ("SP Associates"),
Holberg Industries, Inc., a Delaware corporation ("Holberg"), and AP Holdings,
Inc., a Delaware corporation ("AP Holdings" and, together with Dosher, SP
Associates and Holberg, the "Existing Stockholders"), is made and entered into
as of October 1, 1998, by and among the Company, the Existing Stockholders and
Waverly Partners, L.P., an Illinois limited partnership (the "New Stockholder").
Capitalized terms used herein but not otherwise defined shall have the meanings
set forth in the Stockholders Agreement.

         WHEREAS, Dosher desires to transfer 1.25238075 shares of common stock,
par value $1.00 per share, of the Company ("Company Common Stock") to the New
Stockholder (the "Transfer");

         WHEREAS, Dosher will continue to own 1.25238075 shares of Company
Common Stock following the Transfer;

         WHEREAS, the consent of the Company and the Existing Stockholders is
required for the Transfer to be effective under the terms of the Stockholders
Agreement; and

         WHEREAS, the Stockholders Agreement requires the New Stockholder to
become a party to the Stockholders Agreement, and the New Stockholder desires to
and agrees to do so in accordance with the terms hereof;

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

         1. Consent to Transfer. Subject to the terms and upon the conditions
set forth herein, including the undertakings and agreements of the New
Stockholder in paragraphs 2 and 3 hereof, the Company and the Existing
Stockholders hereby consent to the Transfer and to the New Stockholder becoming
a Stockholder under the Stockholders Agreement.

         2. Agreement to be Bound. The New Stockholder hereby agrees that, upon
execution of this Agreement, it shall become a party to the Stockholders
Agreement and shall be fully bound by, and subject to, all of the covenants,
terms and conditions of the Stockholders Agreement as though an original party
thereto, and shall, for all purposes of the Stockholders Agreement, be
considered (i) a Stockholder, (ii) a Standard Party and (iii) an MW Party. In
addition, the New Stockholder hereby acknowledges and agrees that the shares of
Company Common Stock acquired by the New Stockholder pursuant to the Transfer
shall be deemed Shares for the purposes of the Stockholders Agreement and shall
be subject to such restrictions and limitations, and shall have such rights, as
are set forth in the Stockholders Agreement. Dosher hereby acknowledges and
agrees that (i) the shares of Company Common Stock owned by it following the
Transfer shall continue to be deemed Shares for the purposes of the Stockholders
Agreement and shall continue to be subject to such restrictions and limitations,
and shall continue to have such rights, as are set forth in the Stockholders
Agreement; (ii) it shall, for all purposes of the Stockholders Agreement,
continue to be considered (a) a Stockholder, (b) a Standard Party and (c) an MW
Party; and (iii) all references to Dosher in the Stockholders Agreement,
including, without limitation, the references to Dosher in Section 4.1 of the
Stockholders Agreement, shall continue to be deemed to be references to Dosher.


<PAGE>   2



         3. Covenant to Vote; Covenant to Act. The New Stockholder hereby
agrees, following the Transfer, to vote, in person or by proxy, all of the
Shares owned by it, at any annual or special meeting of stockholders of the
Company called for any purpose or by consensual action of the stockholders of
the Company without a meeting, with respect to any matter to be voted upon by
the stockholders of the Company, in the same manner as Dosher shall vote the
Shares owned by it an any such annual or special meeting of stockholders of the
Company or by any such consensual action of the stockholders of the Company
without a meeting. In addition, the New Stockholder hereby agrees that, with
respect to any action to be taken by each of Dosher and the New Stockholder
under the terms of the Stockholders Agreement or otherwise in each of Dosher's
and the New Stockholder's capacity as a stockholder of the Company, the New
Stockholder shall act, or refrain from acting, in the same manner as Dosher
shall act, or refrain from acting, with respect to any such action to be taken.

         4. Successors and Assigns. This Agreement shall bind and insure to the
benefit of and be enforceable by the Company, the Existing Stockholders and the
New Stockholder and their respective successors and assigns permitted under the
Stockholders Agreement.

         5. Notices. For purposes of Section 9.5 of the Stockholders Agreement,
all notices, demands or other communications to the New Stockholder shall be
directed to:

                    Waverly Partners, L.P.
                      900 North Michigan Avenue, Suite 1600
                      Chicago, Illinois 60611
                      Attention: Myron C. Warshauer, General Partner
                      Telecopy Number: (312) 640-6187

         6. One Agreement. The Stockholders Agreement and this Agreement shall
be understood and construed as one agreement, fully as if the New Stockholder
had been an original party to the Stockholders Agreement, including the
provisions hereof, and the administrative, ministerial and miscellaneous
provisions of the Stockholders Agreement, including the provisions set forth in
Article IX thereof, shall apply, mutatis mutandis, equally to this Agreement.

                                    * * * * *


<PAGE>   3
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.



                                  APCOA/STANDARD PARKING, INC.



                                  By: /s/                              
                                     ---------------------------------------- 
                                       Name:  G. Walter Stuelpe, Jr.
                                       Title: President




                                  SP ASSOCIATES


                                  By:  SP MANAGERS, L.P.
                                       MANAGING PARTNER

                                       By:  STANDARD MANAGERS, INC.,
                                            GENERAL PARTNER

                                       

                                  By: 
                                     ---------------------------------------- 
                                      Name:
                                      Title:




                                  HOLBERG INDUSTRIES, INC.



                                  By:                                         
                                     ---------------------------------------- 
                                      Name:
                                      Title:




                                 AP HOLDINGS, INC.



                                 By:  /s/                                     
                                    ----------------------------------------- 
                                      Name:  G. Walter Stuelpe, Jr.
                                      Title: President & Chief Executive Officer

                                    



<PAGE>   4

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.



                                 APCOA/STANDARD PARKING, INC.



                                 By:                                          
                                     ---------------------------------------- 
                                      Name:
                                      Title:




                                 SP ASSOCIATES


                                 By:  SP MANAGERS, L.P.
                                      MANAGING PARTNER

                                      By:  STANDARD MANAGERS, INC.,
                                           GENERAL PARTNER



                                 By: /s/                                      
                                     ---------------------------------------- 
                                      Name:  Patrick Meara
                                      Title: Vice President




                                 HOLBERG INDUSTRIES, INC.



                                 By:                                          
                                     ---------------------------------------- 
                                      Name:
                                      Title:




                                 AP HOLDINGS, INC.



                                 By:                                           
                                     ----------------------------------------  
                                      Name:
                                      Title:


<PAGE>   5





                                 DOSHER PARTNERS, L.P.



                                 By:                                            
                                     ---------------------------------------- 
                                      Name:
                                      Title:




                                 WAVERLY PARTNERS, L.P.



                                 By:                                            
                                     ---------------------------------------- 
                                      Name:
                                      Title:


<PAGE>   6


                             SUPPLEMENTAL INDENTURE

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
July 6, 1998, among S&S Parking, Inc., Century Parking, Inc. and Sentry Parking
Corporation (collectively, the "New Subsidiary Guarantors"), each a California
corporation and wholly-owned subsidiary of APCOA/Standard Parking, Inc., a
Delaware corporation (the "Company"), the Company and State Street Bank and
Trust Company, as trustee under the indenture referred to below (the "Trustee").
Capitalized terms used herein and not defined herein shall have the meaning
ascribed to them in the Indenture (as defined below).

                                   WITNESSETH

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of March 30, 1998, providing
for the issuance of an aggregate principal amount of $140,000,000 of 9 1/4%
Senior Subordinated Notes due 2008 (the "Senior Subordinated Notes");

         WHEREAS, Section 11.5 of the Indenture provides that under certain
circumstances the Company may cause, and Section 11.3 of the Indenture provides
that under certain circumstances the Company must cause, certain of its
subsidiaries to execute and deliver to the Trustee a supplemental indenture
pursuant to which such subsidiaries shall unconditionally guarantee all the
Company's Obligations under the Senior Subordinated Notes pursuant to a Note
Guarantee on the terms and conditions set forth herein; and

         WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders of the Senior Subordinated Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.

2. AGREEMENT TO NOTE GUARANTEE. The New Subsidiary Guarantors hereby agree,
jointly and severally with all other Subsidiary Guarantors, to guarantee the
Company's Obligations under the Senior Subordinated Notes and the Indenture on
the terms and subject to the conditions set forth in Article 11 of the Indenture
and to be bound by all other applicable provisions of the Indenture.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, shareholder or agent of any Subsidiary Guarantor, as
such, shall have any liability for any obligations of the Company or any
Subsidiary Guarantor under the Senior Subordinated Notes, any Note Guarantees,
the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Senior Subordinated Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Senior
Subordinated Notes.

4. NEW YORK LAW TO GOVERN. The internal law of the State of New York shall
govern and be used to construe this Supplemental Indenture.

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and
shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the correctness of the recitals of fact contained
herein, all of which recitals are made solely by the New Subsidiary Guarantors.

                            [SIGNATURE PAGES FOLLOW]


<PAGE>   7


         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated as of July 6, 1998


                                APCOA/STANDARD PARKING, INC.



                                By: /s/
                                   --------------------------------------------
                                     Name:  Michael J. Celebrezze
                                     Title: Executive Vice President and Chief
                                              Financial Officer




                                S&S PARKING, INC.



                                By: /s/                                         
                                   --------------------------------------------
                                     Name:  Michael J. Celebrezze
                                     Title: Vice President and Treasurer




                                CENTURY PARKING, INC.



                                By: /s/                                      
                                   --------------------------------------------
                                     Name:  Michael J. Celebrezze
                                     Title: Vice President and Treasurer




                                SENTRY PARKING CORPORATION



                                By: /s/                                       
                                   --------------------------------------------
                                     Name:  Michael J. Celebrezze
                                     Title: Vice President and Treasurer




                                STATE STREET BANK AND TRUST COMPANY,
                                as Trustee



                                By: /s/                                      
                                   --------------------------------------------
                                     Name:  Elizabeth C. Hammer
                                     Title: Vice President