<PAGE>   1
                                                                     EXHIBIT 4.4

                      SECOND AMENDMENT TO CREDIT AGREEMENT


         THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 30, 2000
(this "Amendment"), is among APCOA/STANDARD PARKING, INC., a Delaware
corporation (the "Company"), the Lenders set forth on the signature pages hereof
(collectively, the "Lenders") and BANK ONE, NA, as agent for the Lenders (in
such capacity, the "Agent").

                                    RECITALS

                  A. The Company, the Guarantors, the Agent and the Lenders are
parties to a Credit Agreement dated as of March 30, 1998 (as clarified by letter
agreement dated March 30, 1999, and amended by a First Amendment to Credit
Agreement dated as of November 12, 1999, the "Credit Agreement").

                  B. The Company desires to amend the Credit Agreement, and the
Agent and the Lenders are willing to do so in accordance with the terms hereof.

                                      TERMS

                  In consideration of the premises and of the mutual agreements
herein contained, the parties agree as follows:

                  ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set
forth in Article III hereof, the Credit Agreement shall be amended as follows:

                  1.1      The definition of "Applicable Margin" in Section 1.1
shall be amended by deleting the table set forth therein and the paragraph
following such table and inserting the table and paragraph set forth below in
place thereof:

<TABLE>
<CAPTION>
                                       APPLICABLE MARGIN FOR ALL ADVANCES AND FEES
                                       --------------------------------------------------------------------------
Adjusted Total Debt to                 Adjusted Corporate Base       LIBOR Loan and Letter of
Adjusted EBITDA Ratio                  Rate Loan                     Credit Fees                  Commitment Fees
----------------------                 -----------------------       ------------------------     ---------------
<S>                                    <C>                            <C>                           <C>
> or = to 6.5:1.0                      225 bps                       350 bps                      75 bps
> or = to 6.0:1.0 but < 6.50:1.0       175 bps                       300 bps                      62.5 bps
> or = to 5.5:1.0 but < 6.0:1.0        150 bps                       275 bps                      62.5 bps
> or = to 5.0:1.0 but < 5.5:1.0        125 bps                       250 bps                      62.5 bps
> or = to 4.5:1.0 but < 5.0:1.0        100 bps                       225 bps                      50 bps
     <    4.5:1.0                      75 bps                        200 bps                      50 bps
</TABLE>

Notwithstanding anything in this Agreement to the contrary, as of the Second
Amendment Effective Date the Applicable Margin shall be based on an Adjusted
Total Debt to Adjusted EBITDA Ratio of greater than or equal to 6.5:1.0 pursuant
to the above table until adjusted for the first time after the Second Amendment
Effective Date.

                  1.2      The following definitions are hereby added to
Section 1.1 in appropriate alphabetical order:


<PAGE>   2

                           "Second  Amendment" shall mean the Second Amendment
to this Agreement dated as of March 30, 2000.

                           "Second Amendment Effective Date" shall mean the date
of the Second Amendment.

                  1.3      Section 2.1(c) is amended by adding the following to
the end thereof: "and (iii) the aggregate principal amount of Revolving Credit
Loans shall not exceed $35,000,000 at any time."

                  1.4      Section 5.1(g) is amended by adding the following to
the end thereof: "At all times on and after the date requested by the Agent in
its discretion and to the extent practical as determined by the Agent, the
Company and the Guarantors shall direct all clients and other account debtors to
make all payments in connection with any obligations of the Company or any
Guarantor directly to a lock-box account, which account shall be a non-interest
bearing account over which the Agent shall have the power of application and
withdrawal, and all amounts received in such lock-box account shall be applied
to the Lender Indebtedness on such terms required by the Agent, and the Company
and the Guarantors shall promptly execute such lock-box agreements, dominion of
funds agreements and related agreements in connection therewith, each in form
and substance satisfactory to the Agent.

                  1.5      Sections 5.2(a), (b) and (c) shall be amended and
restated as follows:

                           (a) Adjusted Total Debt to Adjusted EBITDA Ratio.
         Permit or suffer the Adjusted Total Debt to Adjusted EBITDA Ratio to be
         greater than (i) 6.95 to 1.0 at any time from and including the
         Effective Date to and including September 29, 1999, (ii) 6.75 to 1.0 at
         any time from and including September 30, 1999 to and including
         December 31, 1999, (iii) 8.0 to 1.0 at any time from and including
         January 1, 2000 to and including September 30, 2000, (iv) 6.50 to 1.0
         at any time from and including October 1, 2000 to and including March
         30, 2001, (v) 6.35 to 1.00 at any time from and including March 31,
         2001 to and including June 29, 2001, (vi) 6.20 to 1.00 at any time from
         and including June 30, 2001 to and including September 29, 2001, (vii)
         6.00 to 1.00 at any time from and including September 30, 2001 to and
         including December 30, 2001, (viii) 5.80 to 1.00 at any time from and
         including December 31, 2001 to and including March 30, 2002 or (ix)
         5.50 to 1.0 at any time thereafter.

                           (b) Interest Coverage Ratio. Permit or suffer the
         Interest Coverage Ratio to be less than (i) 1.5 to 1.0 as of the end of
         any fiscal quarter of the Company ending on or before December 31,
         1999, (ii) 1.30 to 1.0 as of the end of the fiscal quarter of the
         Company ending March 31, 2000, (iii) 1.27 to 1.0 as of the end of each
         of the fiscal quarters of the Company ending June 30, 2000 and
         September 30, 2000, (iv) 1.45 to 1.0 as of the end of the fiscal
         quarter of the Company ending December 31, 2000, (v) 1.6 to 1.0 as of
         the end of each of the fiscal quarters of the Company ending March 31,
         2001 and June 30, 2001, (vi) 1.65 to 1.0 as of the end of any fiscal
         quarter of the Company ending on or after September 30, 2001 but on or
         before March 31, 2002, or (vii) 1.75 to 1.0 as of the end of any fiscal
         quarter of the Company ending thereafter.

                           (c) Fixed Charge Coverage Ratio. Permit or suffer the
         Fixed Charge Coverage Ratio to be less than (i) 0.9 to 1.0 as of the
         end of any fiscal quarter of the Company ending on or before March 31,
         1999, (ii) 1.0 to 1.0 as of the end of any fiscal quarter ending on or
         after June 30, 1999 but on or before December 31, 1999, (iii) 0.92 to
         1.0 as of the end of the fiscal quarter of the Company ending March 31,
         2000, (iv) 0.91 to



<PAGE>   3
         1.0 as of the end of each of the fiscal quarters of the Company ending
         June 30, 2000 and September 30, 2000, (v) 1.05 to 1.0 as of the end of
         any fiscal quarter of the Company ending on or after December 31, 2000
         but on or before March 31, 2002 or (vi) 1.10 to 1.0 as of the end of
         any fiscal quarter of the Company ending thereafter.

                  1.6      Section  5.2(d)(x) is amended by deleting reference
therein to "14%" and substituting "5%" in place thereof.

                  1.7      Section 5.2(f) shall be amended and restated as
follows:

                           (f) Merger; Acquisitions; Etc. Make any Acquisition;
         nor merger or consolidate or amalgamate with any other Person or take
         any other action having a similar effect; provided, however, that this
         Section 5.2(f) shall not prohibit (i) any merger of any Subsidiary with
         or into another Subsidiary or any merger of any Subsidiary into the
         Company, provided that (A) there is no Unmatured Event or Event of
         Default either before or after such merger, (B) if any such merger
         involves the Company or a Guarantor, the Company shall be the surviving
         corporation and (C) any such merger involves the Company or any
         Guarantor, the net worth of the Company or such Guarantor involved in
         such merger immediately after the merger would be equal to or greater
         than its net worth immediately preceding such merger, or (ii) any
         Acquisition completed prior to the Second Amendment Effective Date and
         identified on Schedule 5.2(f) hereto.

                  1.8      Section 5.2(g)(i) is amended by deleting reference
therein to "10%" and substituting "1%" in place thereof.


                  1.9      Section 5.2(i) is amended by adding the following
after the phrase "covenants and conditions in this Agreement" in each place such
phrase appears: "without giving effect to any amendment or modification of
Sections 5.2(a), (b) or (c) made at any time after the Effective Date which
would make the covenants contained therein less restrictive on the Company and
its Subsidiaries".

                  1.10     Sections 5.2 (j) is amended and restated as
follows:

                           (j) Investments, Loans and Advances. Purchase or
         otherwise acquire any Capital Stock of or other ownership interest in,
         or debt securities of or other evidence of Indebtedness of, any other
         Person; nor make any loan or advance of any of its funds or property or
         make any other extension of credit to, or make any other investment or
         contribution or acquire any interest whatsoever in, any other Person;
         nor incur any Contingent Liability except to the extent permitted under
         Section 5.2(d); nor permit any Subsidiary to do any of the foregoing;
         other than:

                  (i) extensions of trade credit made in the ordinary course of
         business on customary


<PAGE>   4

         credit terms and commission, relocation, travel and similar advances
         made to officers and employees in the ordinary course of business,
         provided that advances to officers and employees for purposes other
         than commission, relocation and travel shall not exceed $250,000 in
         aggregate amount outstanding at any time,

                  (ii)  investments in Cash Equivalents,

                  (iii) investments, loans and advances in and to any existing
         Guarantor,

                  (iv)  those investments, loans, advances and other
         transactions described in Schedule 5.2(j) hereto, having the same
         terms as existing on the date of this Agreement, but no extension or
         renewal thereof shall be permitted,

                  (v)   investments, loans and advances in an aggregate amount
         outstanding not to exceed $1,000,000 to Affiliates of the Company
         (excluding, among others, Holberg and its Affiliates other than the
         Company or a Guarantor, and such investments, loans and advances may
         not be sent directly or indirectly to or for the benefit of Holberg or
         its Affiliates other than the Company or a Guarantor) described on
         Schedule 5.2(j)-2 or otherwise approved by the Agent, provided that
         both before and after giving effect to any such investment, loan and
         advance (w) no Unmatured Event or Event of Default shall exist or shall
         have occurred and be continuing, (x) the representations and warranties
         contained in the Loan Documents shall be true and correct in all
         material respects as if made on the date such investment, loan or
         advance is made, and (y) the aggregate amount of cash and Cash
         Equivalents on hand of the Company plus the amount that the Company is
         able to borrow in Revolving Credit Loans after giving effect to such
         investment, loan or advance is and will be at least $5,000,000 above
         the amount of working capital required for the Company over such twelve
         month period of time, as demonstrated to the Agent's reasonable
         satisfaction by such pro forma financial statements and projections as
         required by the Agent, and

                  (vi)  acquiring and owning stock, obligations or securities
         received in settlement of debts owing to the Company or its
         Subsidiaries or as consideration for Asset Sales otherwise permitted
         under Section 5.2(g).

                  1.11     Section 5.2(p) is amended (a) by adding the
         following: "Without giving effect to any amendment or modifications of
         Sections 5.2 (a), (b), (c) made at anytime after the effective date
         which would make the covenants contained therein less restrictive on
         the Company and its Subsidiaries." After the phrase "Sections 5.2 (a),
         (b), (c) "appearing in Section 5.2 (p) and (b) by adding the following
         to the end thereof. In addition to the foregoing the Company also will
         not pay, or permit any Subsidiary or, to the extent the Company is able
         to do so, any other Affiliate, to pay, directly or indirectly, any
         management, consulting, investment banking, advisory or other fees or
         payments under any leases, any expense reimbursement or similar
         payments or any other payments of any kind (including, without
         limitation, any amounts paid or payable by the Company or any of its
         Subsidiaries to Holberg in respect of overhead expense allocations
         among members of the affiliate corporate group) to Holberg or any
         Affiliates thereof other than the Company or any Guarantor: provided,
         however, that the  Company and its Subsidiaries may reimburse Holberg
         for any payments made by Holberg for out of pocket expenses actually
         incurred by the Company and which reimbursements are in the ordinary
         course of business and consistent with past practices.

                  1.12     Section 5.2(q) shall be amended by adding the
following to the end thereof: "Notwithstanding anything in this Section 5.2(q)
to the contrary, the Net Capital Expenditures (i) for the four consecutive
fiscal quarters of the Company ending March 31, 2000 shall be allowed up to, but
not in excess of, $5,638,000, (ii) for the four consecutive fiscal quarters of
the Company ending June 30, 2000 shall be allowed up to, but not in excess of,
$5,010,000, and (iii) for the four consecutive fiscal quarters of the Company
ending September 30, 2000 shall be allowed up to, but not in excess of,
$5,333,000.


<PAGE>   5

                  1.13     Schedule 5.2(j) attached hereto is substituted for
Schedule 5.2(j) to the Credit Agreement and Schedule 5.2(j)-2 attached hereto is
added as Schedule 5.2(j)-2 to the Credit Agreement.

                  1.14     The restructuring charges taken in connection with
the Standard Acquisition to the extent such charges do not exceed $18,500,000
for the Calculation Period ending December 31, 1998, do not exceed $5,577,000
for the Calculation Period ending December 31, 1999 and do not exceed $700,000
for the Calculation Period ending December 31, 2000 shall be deemed "consistent
with the restructuring charges identified in the Pro Forma Financial
Statements" for purposes of clause I(xii)(A) of the definition of Adjusted
EBITDA contained in Section 1.1 of the Credit Agreement, provided that no other
restructuring charges shall be deemed "consistent with the restructuring
charges identified in the Pro Forma Financial Statements" for purposes of clause
I(xii)(A) of such definition of Adjusted EBITDA or for any other purpose without
the prior written approval of the Required Lenders.

                  ARTICLE II. REPRESENTATIONS AND AGREEMENTS. The Company
represents and warrants to, and agrees with, the Agent and the Lenders that:

                  2.1      The execution, delivery and performance of this
Amendment are within its powers, have been duly authorized and are not in
contravention of any statute, law or regulation known to it or of any terms of
its Articles of Incorporation or By-laws, or of any material agreement or
undertaking to which it is a party or by which it is bound.

                  2.2      This Amendment is the legal, valid and binding
obligations of the Company and each Guarantor enforceable against each in
accordance with the respective terms thereof.

                  2.3      After giving effect to the amendments contained
herein, the representations and warranties contained in Article IV of the Credit
Agreement are true in all material respects on and as of the date hereof with
the same force and effect as if made on and as of the date hereof.

                  2.4      After giving effect to the amendments contained
herein, no Event of Default or Unmatured Default exists or has occurred and is
continuing on the date hereof.

                  2.5      The Company and Parent have not, and will not
without the prior written consent of the Lenders, consummate the Company
Acquisition.

                  2.6      The aggregate amount of any payment, transfer or
other consideration paid or otherwise transferred in any way to Holberg or any
of Holberg's Affiliates (other than the Company or Guarantor), whether directly
or indirectly, and whether constituting any management, consulting, investment
banking, advisory or other fees or payments under any leases or any expense
reimbursement or similar payments or any other payments of any kind (including,
without limitation, any amounts paid or payable by the Company or any of its
Subsidiaries in respect of overhead expense allocations among the members of the
affiliate corporate group) or constituting any loans, advances, dividends,
distributions, forgiveness of debt or other transfer of any kind to Holberg or
any of Holberg's Affiliates (other than the Company or Guarantor) since
September 30, 1999 is equal to $570,000.

                  ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment
shall become effective as of the date hereof when each of the following
conditions is satisfied or waived by the Lenders:

                  3.1      The Company, the Guarantors and the required Lenders
shall have signed this Amendment.

                  3.2      The Company and the Guarantors shall have delivered
such resolutions, officer's certificates and legal opinions as the Agent may
request.

                  3.3      The Company shall have paid to the Agent, for the
benefit of the Lenders, an amendment fee equal to 15 basis points on the amount
of the Commitment of each Lender.

                  3.4      The Company and the Guarantors and Firstar Bank
shall have executed such agreements satisfactory to the Agent pursuant to which
the Agent is granted a first priority security interest in all bank accounts of
the Company and the Guarantors and such other rights with respect thereto as
required by the Agent.


<PAGE>   6

                  3.5      The Company shall have delivered to the Agent such
other documents and satisfied such other conditions, if any, as requested by the
Agent.

                  ARTICLE IV. MISCELLANEOUS.

                  4.1      References in the Credit Agreement or in any other
Loan Document to the Credit Agreement shall be deemed to be references to the
Credit Agreement as amended hereby and as further amended from time to time.

                  4.2      The Company agrees to pay and to save the Agent
harmless for the payment of all reasonable documented costs and expenses arising
in connection with this Amendment, including the reasonable documented fees of
counsel to the Agent in connection with preparing this Amendment and the related
documents.

                  4.3      The Company and each Guarantor acknowledge and agree
that, to the best of their knowledge, the Agent and the Lenders have fully
performed all of their obligations under all documents executed in connection
with the Credit Agreement. The Company and each Guarantor represent and warrant
that they are not aware of any claims or causes of action against the Agent or
any Lender.

                  4.4      The Lenders and the Agent waive the Event of Default
(the "Existing Default") caused by the breach of Section 5.2(a), (b) and (j)
which occurred prior to the date hereof to the extent described by the Company
to the Lenders prior to the date hereof, provided that it is acknowledged and
agreed that this is a one time waiver only for the Existing Default, and shall
not waive any other breach at any other time of Section 5.2(a), (b) or (j) or
any other term or covenant of the Credit Agreement.

                  4.5      Except as expressly amended hereby, the Company and
each Guarantor agree that the Credit Agreement, the Notes, the Security
Documents and all other documents and agreements executed by the Company in
connection with the Credit Agreement in favor of the Agent or any Lender are
ratified and confirmed, as amended hereby, and shall remain in full force and
effect in accordance with their terms and that they are not aware of any set
off, counterclaim, defense or other claim or dispute with respect to any of the
foregoing. Terms used but not defined herein shall have the respective meanings
ascribed thereto in the Credit Agreement. This Amendment may be signed upon any
number of counterparts with the same effect as if the signatures thereto and
hereto were upon the same instrument, and telecopied signatures shall be
effective as originals.



<PAGE>   7



                  IN WITNESS WHEREOF, the parties signing this Amendment have
caused this Amendment to be executed and delivered as of the day and year first
above written.


                                              APCOA/STANDARD PARKING, INC.

                                              By:
                                                 ------------------------------
                                              Its:
                                                  -----------------------------

                                              BANK ONE, NA, as a Lender and as
                                              Agent, formerly known as The
                                              First National Bank of Chicago



                                              By:
                                                 ------------------------------
                                              Its:
                                                  -----------------------------



                                              LASALLE BANK NATIONAL ASSOCIATION




                                              By:
                                                 ------------------------------
                                              Its:
                                                  -----------------------------





<PAGE>   8
                              CONSENT AND AGREEMENT


                  As of the date and year first above written, each of the
undersigned hereby:

         (a)      fully consents to the terms and provisions of the above
Amendment and the consummation of the transactions contemplated hereby and
agrees to all terms and provisions of the above Amendment applicable to it;

         (b)      agrees that each Guaranty and all other agreements executed
by any of the undersigned in connection with the Credit Agreement or otherwise
in favor of the Agent or the Lenders (collectively, the "Security Documents")
are hereby ratified and confirmed and shall remain in full force and effect, and
each of the undersigned acknowledges that it has no setoff, counterclaim or
defense with respect to any Security Document;

         (c)      acknowledges that its consent and agreement hereto is a
condition to the Banks' obligation under this Amendment and it is in its
interest and to its financial benefit to execute this consent and agreement;

         (d)      agrees that it will not make any payment, transfer or give or
transfer any other consideration in any way to Holberg or any of Holberg's
Affiliates (other than the Company or Guarantor), whether directly or
indirectly, and whether constituting any management, consulting, investment
banking, advisory or other fees or payments under any leases or any expense
reimbursement or similar payments or any other payments of any kind (including,
without limitation, any amounts paid or payable by the Company or any of its
Subsidiaries in respect of overhead expense allocations among the members of the
affiliate corporate group) or constituting any loans, advances, dividends,
distributions, forgiveness of debt or other transfer of any kind to Holberg or
any of Holberg's Affiliates (other than the Company or Guarantor): provided,
however, that the Parent may make payments or transfers to Holberg if such
payments or transfers are solely from new common equity proceeds or new
Indebtedness (which new Indebtedness incurred by the Parent after the Second
Amendment Effective Date shall not exceed $3,000,000 in aggregate amount until
the Company is in compliance with all covenants contained in the Credit
Agreement without giving effect to the above Amendment or any amendment or
modification thereafter and no Event of Default or Unmatured Event has occurred
and in continuing) received by the Parent after the Second Amendment Effective
Date from the owners of the Parent or other Persons (but not from the Company or
any Guarantor, directly or indirectly) and that any such transaction could not
result in the Company or any Guarantor making any additional payments or
transfers of any kind to the Parent or incurring any additional obligations of
any kind; and

         (e)      the Parent agrees that it will not incur any Indebtedness
(except as described above in clause (d) in excess of $3,000,000 until after
the Company is in compliance with all covenants contained in the Credit
Agreement without giving effect to the above Amendment or any amendment or
modification thereafter and no Event of Default or Unmatured Event has occurred
and is continuing or grant any Liens on any of its assets other than in favor
of the Company.

                                               A-1 AUTO PARK, INC.

                                               By:
                                                  ------------------------------
                                                   Name:   Michael J. Celebrezze
                                                   Title:  Vice President


                                              AP HOLDINGS, INC.

                                              By:
                                                 ------------------------------
                                                  Name:   Michael J. Celebrezze
                                                  Title:  Treasurer


                                              APCOA CAPITAL CORPORATION

                                              By:
                                                 ------------------------------
                                                  Name:   Michael J. Celebrezze
                                                  Title:  Vice President


<PAGE>   9




                                              APCOA-HAWAII, INC.

                                              By:
                                                 ------------------------------
                                                 Name:    Michael J. Celebrezze
                                                 Title:   Vice President


                                              EVENTS PARKING CO., INC.

                                              By:
                                                 ------------------------------
                                                 Name:    Michael J. Celebrezze
                                                 Title:   Treasurer


                                              HAWAII PARKING MAINTENANCE, INC.

                                              By:
                                                 ------------------------------
                                                 Name:    Michael J. Celebrezze
                                                 Title:   Vice President


                                              METROPOLITAN PARKING SYSTEM, INC.

                                              By:
                                                 ------------------------------
                                                 Name:    Michael J. Celebrezze
                                                 Title:   Treasurer


                                              SENTINEL PARKING CO. OF OHIO, INC.

                                              By:
                                                 ------------------------------
                                                 Name:    Michael J. Celebrezze
                                                 Title:   Vice President


                                              TOWER PARKING, INC.

                                              By:
                                                 ------------------------------
                                                 Name:    Michael J. Celebrezze
                                                 Title:   Vice President


                                              STANDARD AUTO PARK, INC.

                                              By:
                                                  -----------------------------
                                                  Name:   Michael J. Celebrezze
                                                  Title:  Vice President


<PAGE>   10




                                              STANDARD PARKING CORPORATION

                                              By:
                                                  -----------------------------
                                                  Name:   Michael J. Celebrezze
                                                  Title:  Vice President

                                              APCOA LASALLE PARKING, LLC

                                              By: APCOA/Standard Parking Inc.
                                                  as Manager

                                              By:
                                                  -----------------------------
                                                  Name:   Michael J. Celebrezze
                                                  Title:  Senior Vice President


                                              S & S PARKING, INC.

                                              By:
                                                 ------------------------------
                                                 Name:    Michael J. Celebrezze
                                                 Title:   Vice President


                                              STANDARD PARKING CORPORATION, IL

                                              By:
                                                 ------------------------------
                                                 Name:    Michael J. Celebrezze
                                                 Title:   Vice President


                                              CENTURY PARKING, INC.

                                              By:
                                                 ------------------------------
                                                 Name:    Michael J. Celebrezze
                                                 Title:   Vice President


                                              SENTRY PARKING CORPORATION

                                              By:
                                                 ------------------------------
                                                 Name:    Michael J. Celebrezze
                                                 Title:   Vice President

                                              VIRGINIA PARKING SERVICES, INC.

                                              By:
                                                 ------------------------------
                                                 Name:    Michael J. Celebrezze
                                                 Title:   Vice President




<PAGE>   11

Schedule 5.2(j)

Investments, Loans, and Advances


Investments existing as of the Second Amendment Effective Date in Joint Ventures
in an aggregate amount of $273,200
<PAGE>   12
Schedule 5.2(j)-2

Permitted Affiliates


Joint Ventures of the Company, provided that such Joint Venture shall exclude
Holberg, the Parent or any Person in which Holberg or the Parent has any direct
or indirect interest other than solely due to any ownership interest in the
Company.







                                      -12-