<Page>

                                                                 EXHIBIT 10.40

                      AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of January 11, 2002

                                  by and among

                          APCOA/STANDARD PARKING, INC.
                                  as Borrower,

                        LASALLE BANK NATIONAL ASSOCIATION
                                    as Agent,

                                       and
                         VARIOUS FINANCIAL INSTITUTIONS

<Page>

                                TABLE OF CONTENTS

<Table>
                                    ARTICLE I

<S>                                                                             <C>
DEFINITIONS......................................................................1
     1.1   CERTAIN DEFINITIONS...................................................1
     1.2   OTHER DEFINITIONS; RULES OF CONSTRUCTION.............................25
     1.3   ACCOUNTING TERMS AND DETERMINATIONS..................................25

                                   ARTICLE II

THE COMMITMENTS AND THE ADVANCES................................................26
     2.1   COMMITMENTS OF THE LENDERS...........................................26
     2.2   TERMINATION AND REDUCTION OF COMMITMENTS AND THE TERM LOAN...........26
     2.3   FEES.................................................................27
     2.4   DISBURSEMENT OF REVOLVING CREDIT ADVANCES............................28
     2.5   CONDITIONS FOR TERM LOAN AND FIRST DISBURSEMENT. ....................30
     2.6   FURTHER CONDITIONS FOR DISBURSEMENT..................................33
     2.7   SUBSEQUENT ELECTIONS AS TO BORROWINGS................................34
     2.8   LIMITATION OF REQUESTS AND ELECTIONS.................................35
     2.9   MINIMUM AMOUNTS; LIMITATION ON NUMBER OF BORROWINGS..................35
     2.10  SECURITY AND COLLATERAL..............................................36

                                   ARTICLE III

PAYMENTS AND PREPAYMENTS OF ADVANCES............................................36
     3.1   PRINCIPAL PAYMENTS...................................................36
     3.2   INTEREST PAYMENTS....................................................37
     3.3   LETTER OF CREDIT REIMBURSEMENT PAYMENTS..............................38
     3.4   PAYMENT METHOD.......................................................42
     3.5   NO SETOFF OR DEDUCTION...............................................42
     3.6   PAYMENT ON NON-BUSINESS DAY; PAYMENT COMPUTATIONS....................43
     3.7   ADDITIONAL COSTS.....................................................43
     3.8   ILLEGALITY AND IMPOSSIBILITY.........................................44
     3.9   INDEMNIFICATION......................................................45
     3.10  SUBSTITUTION OF LENDER...............................................45

                                   ARTICLE IV

REPRESENTATIONS AND WARRANTIES..................................................46
     4.1   CORPORATE EXISTENCE AND POWER........................................46
     4.2   CORPORATE AUTHORITY..................................................46
     4.3   BINDING EFFECT.......................................................46
</Table>

                                       -2-
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<Table>
<S>                                                                             <C>
     4.4   SUBSIDIARIES.........................................................47
     4.5   LITIGATION...........................................................47
     4.6   FINANCIAL CONDITION..................................................47
     4.7   USE OF REVOLVING CREDIT ADVANCES.....................................48
     4.8   CONSENTS, ETC........................................................48
     4.9   TAXES................................................................48
     4.10  TITLE TO PROPERTIES..................................................48
     4.11  ERISA................................................................49
     4.12  DISCLOSURE...........................................................49
     4.13  ENVIRONMENTAL AND SAFETY MATTERS.....................................50
     4.14  NO DEFAULT...........................................................51
     4.15  INTELLECTUAL PROPERTY................................................51
     4.16  NO BURDENSOME RESTRICTIONS...........................................52
     4.17  LABOR MATTERS........................................................52
     4.18  SOLVENCY.............................................................52
     4.19  NOT AN INVESTMENT COMPANY OR A HOLDING COMPANY; OTHER REGULATIONS ...53
     4.20  SUBORDINATED DEBT DOCUMENTS..........................................53
     4.21  PREFERRED STOCK DOCUMENTS............................................53
     4.22  BANK ACCOUNTS........................................................53
     4.23  FACILITY LEASES AND FACILITY MANAGEMENT AGREEMENTS...................53

                                    ARTICLE V
 COVENANTS......................................................................54
     5.1   AFFIRMATIVE COVENANTS................................................54
     5.2   NEGATIVE COVENANTS...................................................59
     5.3   ADDITIONAL COVENANTS.................................................70

                                   ARTICLE VI

DEFAULT.........................................................................70
     6.1   EVENTS OF DEFAULT....................................................70
     6.2   REMEDIES.............................................................74
     6.3   DISTRIBUTION OF PROCEEDS OF COLLATERAL...............................75
     6.4   LETTER OF CREDIT LIABILITIES.........................................77

                                   ARTICLE VII

THE AGENT AND THE LENDERS.......................................................77
     7.1   APPOINTMENT: NATURE OF RELATIONSHIP..................................77
     7.2   POWERS...............................................................78
     7.3   GENERAL IMMUNITY.....................................................78
     7.4   NO RESPONSIBILITY FOR LOANS, RECITALS, ETC...........................78
     7.5   ACTION ON INSTRUCTIONS OF LENDERS....................................78
</Table>

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<Table>
<S>                                                                             <C>
     7.6   EMPLOYMENT OF AGENTS AND COUNSEL.....................................78
     7.7   RELIANCE ON DOCUMENTS; COUNSEL.......................................79
     7.8   AGENT'S REIMBURSEMENT AND INDEMNIFICATION............................79
     7.9   NOTICE OF DEFAULT....................................................79
     7.10  RIGHTS AS A LENDER...................................................79
     7.11  LENDER CREDIT DECISION...............................................80
     7.12  SUCCESSOR AGENT......................................................80
     7.13  COLLATERAL MANAGEMENT................................................80
     7.14  RIGHT TO INDEMNITY...................................................81
     7.15  SHARING OF PAYMENTS..................................................81
     7.16  WITHHOLDING TAX EXEMPTION............................................82

                                  ARTICLE VIII

MISCELLANEOUS...................................................................82
     8.1   AMENDMENTS, ETC......................................................82
     8.2   NOTICES..............................................................83
     8.3   NO WAIVER BY CONDUCT; REMEDIES CUMULATIVE............................84
     8.4   RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS.......................84
     8.5   EXPENSES; INDEMNIFICATION............................................84
     8.6   SUCCESSORS AND ASSIGNS...............................................86
     8.7   COUNTERPARTS.........................................................89
     8.8   GOVERNING LAW........................................................89
     8.9   TABLE OF CONTENTS AND HEADINGS.......................................89
     8.10  CONSTRUCTION OF CERTAIN PROVISIONS...................................89
     8.11  INTEGRATION AND SEVERABILITY.........................................89
     8.12  INDEPENDENCE OF COVENANTS............................................90
     8.13  INTEREST RATE LIMITATION.............................................90
     8.14  JUDGMENT AND PAYMENT.................................................90
     8.15  SUBMISSION TO JURISDICTION; WAIVERS..................................91
     8.16  ACKNOWLEDGMENTS......................................................91
     8.17  CONFIDENTIALITY......................................................92
     8.18  WAIVER OF JURY TRIAL.................................................92
</Table>

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EXHIBITS

Exhibit A       Form of Guaranty
Exhibit B-1     Form of Amended and Restated Pledge Agreement for the Company
Exhibit B-2     Form of Amended and Restated Pledge Agreement for the Guarantors
Exhibit B-3     Form of Limited Liability Company Membership Interests Security
                Agreement
Exhibit B-4     Form of Assignment of Partnership Interest Security Agreement
Exhibit B-5     Form of Joint Venture Interest Security Agreement
Exhibit C       Form of Revolving Credit Note
Exhibit D       Form of Term Note
Exhibit E-1     Form of Security Agreement of the Company
Exhibit E-2     Form of Security Agreement of the Guarantors
Exhibit F-1     Form of Amended and Restated Patent Collateral Security and
                Pledge Agreement
Exhibit F-2     Form of Amended and Restated Trademark Collateral Security and
                Pledge Agreement
Exhibit F-3     Form of Amended and Restated Memorandum of Grant of Security
                Interest in Copyrights
Exhibit G       Form of Notice of Borrowing
Exhibit H       Form of Legal Opinion of Counsel
Exhibit I       Form of Notice of Conversion/Continuation
Exhibit J       Form of Assignment and Acceptance
Exhibit K       Form of Borrowing Base Certificate

                                       -5-
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SCHEDULES
Schedule 1.1-A               Preferred Stock
Schedule 1.1-B               Subordinated Note Documents
Schedule 1.1-C               Existing Subordinated Note Documents
Schedule 1.1-D               Pro Forma Financial Statements
Schedule 1.1-E               Non-Guarantor Joint Ventures
Schedule 2.5(m)              Parent Indebtedness
Schedule 4.4                 Subsidiaries and Joint Ventures
Schedule 4.5                 Litigation
Schedule 4.7                 Application of Funds
Schedule 4.13                Environmental Matters
Schedule 4.15                Intellectual Property
Schedule 4.22                Bank Accounts
Schedule 4.23                Facility Leases and Management Agreements
Schedule 5.2(e)              Indebtedness
Schedule 5.2(f)              Liens
Schedule 5.2(k)              Investments, Loans and Advances
Schedule 5.2(l)(12)          Indebtedness to Company of Parent, Principals
                             and/or Related Parties

                                       -6-
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                      AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDED AND RESTATED CREDIT AGREEMENT (as it may be further amended,
restated, modified or supplemented and in effect from time to time, this
"Agreement"), dated as of January 11, 2002 (the "Effective Date"), is by and
among APCOA/STANDARD PARKING, INC., a Delaware corporation (the "Company"), the
lenders party hereto from time to time, which, unless the context indicates
otherwise, shall include Bank One in its capacity as the issuer of any Existing
Letters of Credit (collectively, the "Lenders" and individually, a "Lender"),
and LASALLE BANK NATIONAL ASSOCIATION ("LaSalle"), a national banking
association, as agent for the Lenders (in such capacity, the "Agent").

                                    RECITALS

     WHEREAS, pursuant to that certain Credit Agreement dated as of March 30,
1998 (as amended, restated, modified and/or supplemented from time to time prior
to the date hereof, the "Existing Credit Agreement"), by and among the Company,
certain lenders party thereto, and Bank One, NA, formerly known as The First
National Bank of Chicago ("Bank One"), as agent, the Company obtained a
$40,000,000 six year secured revolving credit facility, including letters of
credit (the "Existing Credit Facility"), in order to refinance existing
indebtedness, to provide for certain acquisitions and to provide funds and other
financial accommodations for its corporate purposes; and

     WHEREAS, the Company now desires to restructure the Existing Credit
Facility in certain respects, including without limitation, to (i) convert
$15,000,000 of the Existing Credit Facility into a term loan from Bank One,
(ii) reduce the remaining principal amount of the Existing Credit Facility to
the lesser of $25,000,000 or the Borrowing Base (as hereinafter defined) and
repay any outstanding principal in excess of that amount, (iii) revise the
commitment percentages of the Lenders, and (iv) replace Bank One as agent with
the Agent; and

     WHEREAS, the Lenders and the Agent are each amenable to such requests,
subject to the following terms and conditions.

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:

                                    ARTICLE I

DEFINITIONS

     1.1  CERTAIN DEFINITIONS. As used herein the following terms shall have
the following respective meanings:

     "ACCOUNT DEBTOR" shall mean any Person who is obligated to the Company or
any Subsidiary under an Account Receivable.

                                       -7-
<Page>

     "ACCOUNT RECEIVABLE" shall mean, with respect to any Person, any right of
such person to payment for goods sold or leased or for services rendered,
whether or not evidenced by an instrument or chattel paper and whether or not
yet earned by performance.

     "ACCRUING INTEREST RATE" is defined in Section 3.2(c)(ii).

     "ACQUISITION" shall mean any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (i) acquires any ongoing business or all or
substantially all of the assets of any firm, corporation, partnership, limited
liability company or other business entity, or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or indirectly acquires
(in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the Capital Stock of
any Person.

     "ADJUSTED CORPORATE BASE RATE" shall mean the per annum rate equal to the
sum of (i) the Applicable Margin, plus (ii) the greater of (a) the Corporate
Base Rate or (b) the Federal Funds Rate plus 0.5%, in each case as in effect
from time to time. The Adjusted Corporate Base Rate shall change simultaneously
with any change in such Corporate Base Rate or Federal Funds Rate, as the case
may be.

     "ADJUSTED CORPORATE BASE RATE LOAN" shall mean any Revolving Credit Loan
which bears interest at the Adjusted Corporate Base Rate.

     "ADJUSTED EBITDA" shall mean without duplication, for any Calculation
Period, the sum of (A) Net Income for such period, excluding to the extent
reflected in determining such Net Income: (i) the income of any Person accrued
prior to the date it becomes a Subsidiary of the Company or is merged into or
consolidated with the Company or any of its Subsidiaries or that Person's assets
are acquired by the Company or any of its Subsidiaries, (ii) the proceeds of any
insurance policy, (iii) gains (but not losses) from the sale, exchange, transfer
or other disposition of property or assets not in the ordinary course of
business of the Company and its Subsidiaries, and related tax effects in
accordance with Generally Accepted Accounting Principles, (iv) any other
extraordinary or non-recurring gains or other gains not from continuing
operations of the Company or its Subsidiaries, and related tax effects in
accordance with Generally Accepted Accounting Principles, (v) the income of any
Person (including without limitation any Subsidiary or Joint Venture, but
excluding any Wholly Owned Subsidiary) in which any Person other than the
Company or any of its Subsidiaries has a joint interest or partnership interest
or other ownership interest, to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary or Joint Venture is not at
the time permitted by operation of the terms of its charter or of any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary or Joint Venture, except to the extent of the
amount of dividends or other distributions that are actually paid in cash to the
Company during such period, (vi) extraordinary non-cash losses and non-recurring
non-cash charges (including non-cash losses resulting from disposition of
Facility Leases and Facility Management Agreements and the write off of
intangible assets during such period), (vii) income taxes, (viii) minority
interests, (ix) interest income net of interest expense, as defined in

                                       -8-
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accordance with Generally Accepted Accounting Principles (x) depreciation and
amortization expense, (xi) restructuring and other special charges of $9,700,000
incurred by the Company in calendar year 2001, restructuring and other special
charges of $6,000,000 incurred by the Company in calendar year 2002 as a result
of consummating the transactions contemplated by this Agreement, by the
Subordinated Note Documents and by the Preferred Stock Documents, (xii) bad debt
provision of $12,900,000 taken by the Company in calendar year 2001 in
connection with notes receivable from Holberg and Parent, and (xiii) any
Affiliate Amount made pursuant to Section 5.2(l)(2), plus (B) Adjusted EBITDA as
calculated herein of any Person related to any Permitted Acquisition consummated
during such Calculation Period, calculated, upon the Agent's consent, as if such
Permitted Acquisition had occurred on the first day of the relevant period.

     "ADJUSTED FIXED CHARGES" as of any date, shall mean the sum of (i) Fixed
Charges, provided that for fiscal quarters in 2002, Fixed Charges: (a) for the
fiscal quarter ending March 31, 2002 shall be deemed equal to the product of
Fixed Charges for such fiscal quarter times four, (b) for the fiscal quarter
ending June 30, 2002 shall be deemed equal to the product of Fixed Charges for
the two consecutive fiscal quarters then ending times two, and (c) for the
fiscal quarter ending September 30, 2002 shall be deemed equal to the product of
Fixed Charges for the three consecutive fiscal quarters then ending times four
thirds, all as determined in accordance with Generally Accepted Accounting
Principles, PLUS (ii) any amounts paid to the Parent pursuant to
Section 5.2(l)(5) within the consecutive twelve-month period ending on the
calculation date.

     "ADJUSTED OFF-BALANCE SHEET LIABILITIES" of a Person shall mean,
Off-Balance Sheet Liabilities of such Person and its Subsidiaries, excluding
(i) all Facility Leases, Ordinary Course Equipment Leases and Facility
Management Agreements of such Person's and its Subsidiaries' businesses, and
(ii) payments required pursuant to that certain Executive Parking Management
Agreement dated as of May 1, 1998, together with the First Amendment thereto
dated as of August 1, 1999, by and among the Company, D&E Parking, Inc., Edward
E. Simmons and Dale G. Stark.

     "ADJUSTED TOTAL DEBT" as of any date, shall mean the difference of (a) the
sum of (i) the consolidated Indebtedness (excluding Earnouts and Off-Balance
Sheet Liabilities) of the Company and its Subsidiaries as of such date, PLUS
(ii) the aggregate liquidation preference of the Preferred Stock and any other
preferred Capital Stock of the Company on which dividends, redemptions or other
distributions are mandatorily payable in cash or Cash Equivalents and all
accrued and unpaid dividends, redemptions and other distributions on any of the
Preferred Stock or any other preferred Capital Stock, PROVIDED, that for
purposes of calculating the covenant as of any date contained in Section 5.2(a)
only, the amount of the Preferred Stock and other preferred Capital Stock of the
Company shall include only such Preferred Stock and other preferred Capital
Stock upon which dividends, redemptions or distributions in cash or Cash
Equivalents are or will become mandatorily payable thereon within one year of
such date and are allowed to be paid pursuant to the terms of this Agreement
(but excluding the redemption of the Series C Preferred Stock in accordance with
Sections 5.2(l)(4) and (5) hereof), PLUS (iii) Adjusted Off-Balance Sheet
Liabilities, MINUS (b) the sum of (i) all Cash Equivalents of the Company and
its

                                       -9-
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Subsidiaries at such date, PLUS (ii) the carrying value in excess of principal
with respect to the Existing Subordinated Notes, as shown on the balance sheets
of the Company.

     "ADJUSTED TOTAL DEBT TO ADJUSTED EBITDA RATIO" shall mean, at any time, the
ratio of (a) Adjusted Total Debt at such time to (b) Adjusted EBITDA, as
calculated as of the four most recently completed fiscal quarters of the
Company, all as determined in accordance with Generally Accepted Accounting
Principles.

     "AFFILIATE", when used with respect to any Person, shall mean any other
Person which, directly or indirectly, controls or is controlled by or is under
common control with such Person. For purposes of this definition "control"
(including the correlative meanings of the terms "controlled by" and "under
common control with"), with respect to any Person, shall mean possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise. Without limiting the foregoing
definition of Affiliate, any Person shall be deemed to control another Person if
the controlling Person owns or controls 10% or more of any class of voting
securities (or other ownership interest of any kind) of the controlled Person.

     "AFFILIATE AMOUNT" shall have the meaning as set forth in
Section 5.2(l)(2).

     "APPLICABLE LENDING OFFICE" shall mean, with respect to any Revolving
Credit Advance and/or the Term Loan made by any Lender or with respect to such
Lender's Commitment, the office of such Lender or of any Affiliate of such
Lender located at the address specified as the applicable lending office for
such Lender set forth next to the name of such Lender in the signature pages
hereof or any other office or Affiliate of such Lender or of any Affiliate of
such Lender hereafter selected and notified to the Company and the Agent by such
Lender.

     "APPLICABLE MARGIN" shall mean, with respect to any Adjusted Corporate Base
Rate Loan or LIBOR Loan, the applicable percentage set forth below:

<Table>
<Caption>
           Type of Revolving Credit Loan            Applicable Margin
           -----------------------------            -----------------
           <S>                                      <C>
           LIBOR Loan                               3.75% (375 basis points)
           Adjusted Corporate Base Rate Loan        1.50% (150 basis points)
</Table>

     "ASSIGNMENT AND ACCEPTANCE" is defined in Section 8.6(c).

     "BANK SUBORDINATION AGREEMENT" shall mean that certain Subordination
Agreement dated as of January 11, 2002 between LaSalle and Bank One, as the same
may be amended, restated, modified or supplemented and in effect from time to
time.

     "BOARD OF DIRECTORS" shall mean the board of directors of the Company, or
any authorized committee of such board of directors.

                                      -10-
<Page>

     "BORROWING" shall mean the aggregation of Revolving Credit Advances, or
continuations and conversions of Revolving Credit Loans, made pursuant to
Article II on a single date and, in the case of any LIBOR Loans, for a single
LIBOR Interest Period, which Borrowings may be classified for purposes of this
Agreement by reference to the type of Revolving Credit Loans or the type of
Revolving Credit Advances comprising the related Borrowing (e.g., a "LIBOR
Borrowing" is a Borrowing comprised of LIBOR Loans and a "Letter of Credit
Borrowing" is a Revolving Credit Advance comprised of a Single Letter of
Credit).

     "BORROWING BASE" shall mean, an amount equal to 80% of the unpaid amount
(net of such reserves and allowances as the Agent deems necessary in its
reasonable discretion) of all Eligible Accounts Receivable then existing,
calculated in accordance with Section 5.1(d)(ii).

     "BUSINESS DAY" shall mean a day other than a Saturday, Sunday or other day
on which banks in Chicago, Illinois are not open to the public for carrying on
substantially all of their banking functions.

     "CALCULATION PERIOD" shall mean any consecutive four fiscal quarter period.

     "CAPITAL EXPENDITURES" shall mean, for any period, the additions to
property, plant and equipment and other capital expenditures of the Company and
its Subsidiaries for such period, as determined in accordance with Generally
Accepted Accounting Principles.

     "CAPITAL LEASE" of any Person shall mean any lease which, in accordance
with Generally Accepted Accounting Principles, is or should be capitalized on
the books of such Person.

     "CAPITAL STOCK" shall mean (i) in the case of any corporation, all capital
stock and any securities exchangeable for or convertible into capital stock and
any warrants, rights or other options to purchase or otherwise acquire capital
stock or such securities or any other form of equity securities, (ii) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (iv) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distribution of assets of, the issuing
Person.

     "CASH EQUIVALENT" shall mean (i) cash in Dollars, (ii) securities issued or
directly and fully guaranteed or insured by the United States government or any
agency or instrumentality thereof having maturities of not more than six months
from the date of acquisition, (iii) marketable direct obligations issued by any
state of the United States of America or any political subdivision of any such
state or any public instrumentality thereof maturing within one year from the
date of acquisition thereof and, at the time of acquisition, having one of the
two highest ratings obtainable from either Standard & Poor's Ratings Group or
Moody's Investors Service, Inc., (iv) certificates of deposit and eurodollar
time deposits with maturities of six months or less from the date of
acquisition, bankers' acceptances with maturities not exceeding six months and
overnight bank deposits, in each case with any Lender or with any domestic
commercial bank, having capital and surplus in excess of $500,000,000 and a
Keefe Bank Watch Rating of "B" or

                                      -11-
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better, (v) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (ii), (iii) and (iv)
above entered into with any financial institution meeting the qualifications
specified in clause (iv) above, (vi) commercial paper having one of the two
highest ratings obtained from Standard & Poor's Ratings Group or Moody's
Investors Service, Inc. and in each case maturing within six months after the
date of acquisition and (vii) investments in money market funds which invest
substantially all their assets in securities of the type described in clauses
(i) through (vi) above.

     "CHANGE OF CONTROL" shall mean 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 Parent and its
Subsidiaries or of the Company and its Subsidiaries, in each case, taken as a
whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange
Act) other than the Principals or their Related Parties, (ii) the adoption of a
plan relating to the liquidation or dissolution of Parent or 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 the Principals and their 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), directly or indirectly, of more than 50% of the Voting Stock of
Parent or 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 Existing Subordinated Note Documents or the
Subordinated Note Indenture 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 Parent or 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 Parent or the Company,
in any such event pursuant to a transaction in which any of the outstanding
Voting Stock of the Parent or the Company is converted into or exchanged for
cash, securities or other property, other than any such transaction where the
Voting Stock of the Parent or the Company outstanding immediately prior to such
transaction is converted into or exchanged for Voting Stock (other than
Disqualified Stock) of the surviving or transferee Person constituting a
majority of the outstanding shares of such Voting Stock of such surviving or
transferee Person (immediately after giving effect to such issuance).

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated thereunder.

     "C/L/C" shall mean any commercial letter of credit issued hereunder, as
amended from time to time.

     "CLOSING DATE" shall mean the date upon which all the conditions set forth
in Section 2.5 hereof shall have been satisfied (or waived in the Lenders' and
the Agent's discretion).

                                      -12-
<Page>

     "COMMITMENTS" shall mean, as to all Lenders, the aggregate of the Revolving
Commitments and the Term Loan Commitments, and as to any Lender, shall mean such
Lender's proportionate share of the Revolving Commitments and the Term Loan
Commitments.

     "CONSOLIDATED" or "CONSOLIDATED" shall mean, when used with reference to
any financial term in this Agreement, the aggregate for two or more Persons of
the amounts signified by such term, for all such Persons determined on a
consolidated basis in accordance with Generally Accepted Accounting Principles.

     "CONTINGENT LIABILITIES" shall mean as to any Person any obligation of such
Person guaranteeing or intended to guarantee any Indebtedness, dividends or
other obligations ("primary obligations") of any Person (the "primary obligor")
in any manner, whether directly or indirectly, including, without limitation,
any obligation of such Person, whether or not contingent; (a) to purchase any
such primary obligation or any property constituting direct or indirect security
therefor; (b) to advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor; (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation; or
(d) otherwise to assure or hold harmless the owner of such primary obligation
against loss in respect thereof, PROVIDED however, that the term Contingent
Liabilities shall not include endorsements of instruments for deposit or
collection in the ordinary course of business; provided further, that, for
purposes of calculating the financial covenants contained in Sections 5.2(a)
through (d), Contingent Liabilities shall exclude all Off-Balance Sheet
Liabilities of such Person except for the Adjusted Off-Balance Sheet Liabilities
of such Person. The amount of any Contingent Liability shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Liability is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

     "CONTINUING DIRECTORS" shall mean, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the Effective Date or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

     "CONTRACTUAL OBLIGATION" shall mean, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

     "CORPORATE BASE RATE" shall mean the per annum rate announced by the Agent
from time to time as its prime rate of interest, which need not be the lowest
rate of interest it charges any of its customers. The Corporate Base Rate shall
change simultaneously with any change in such announced prime rate.

                                      -13-
<Page>

     "DEFAULTING LENDER" shall mean any Lender that fails to make available to
the Agent such Lender's Loans required to be made hereunder or shall have not
made a payment required to be made to the Agent hereunder. Once a Lender becomes
a Defaulting Lender, such Lender shall continue as a Defaulting Lender until
such time as such Defaulting Lender makes available to the Agent the amount of
such Defaulting Lender's Loans and all other amounts required to be paid to the
Agent pursuant to this Agreement.

     "DISQUALIFIED STOCK" shall mean any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, or otherwise has any
distributions or other payments which are mandatory or otherwise required at any
time on or prior to the date that is one year after the Term Loan Termination
Date, provided that any payment that is required solely due to a customary
change of control provision not more restrictive than the Change of Control
default in this Agreement shall not cause such Capital Stock to be deemed
Disqualified Stock. The foregoing definition does not include the Series C
Preferred Stock or the Series D Preferred Stock.

     "DOLLARS" and "$" shall mean the lawful money of the United States of
America.

     "DOMESTIC SUBSIDIARY" shall mean each present and future Subsidiary of the
Company which is not a Foreign Subsidiary.

     "EARNOUTS" shall mean any payment which may be owing by the Company in
connection with any Acquisition, which payment is contingent upon the earnings
or other financial performance of the assets or stock being acquired pursuant to
such Acquisition.

     "EFFECTIVE DATE" shall mean the effective date specified in the first
paragraph of this Agreement.

     "ELIGIBLE ACCOUNT RECEIVABLE" means an Account Receivable owing to the
Company or any Guarantor (other than Parent) which meets each of the following
requirements:

          (1)   it arises from the rendering of services by the Company or the
     applicable Guarantor;

          (2)   it (a) is subject to a perfected Lien in favor of the Agent and
     (b) is not subject to any other assignment, claim or Lien other than
     Permitted Liens;

          (3)   it is a valid, legally enforceable and unconditional obligation
     of the Account Debtor with respect thereto, and is not subject to any
     counterclaim, credit, allowance, discount, rebate or adjustment by the
     Account Debtor with respect thereto, or to any claim by such Account Debtor
     denying liability thereunder in whole or in part (PROVIDED, that in the
     event any counterclaim, credit, allowance, rebate or adjustment is
     asserted, or discount is granted, the Account Receivable shall only be
     ineligible pursuant to this CLAUSE (3) to the extent of the same);

                                      -14-
<Page>

          (4)   there is no bankruptcy, insolvency or liquidation proceeding by
     or against the Account Debtor with respect thereto;

          (5)   the Account Debtor with respect thereto is a resident or citizen
     of, and is located within, the United States, unless the sale of services
     giving rise to such Account Receivable is on letter of credit, banker's
     acceptance or other credit support terms reasonably satisfactory to the
     Agent;

          (6)   it arises in the ordinary course of business of the Company or
     the applicable Guarantor;

          (7)   if the Account Debtor (other than "monthly parkers") is the
     United States or any department, agency or instrumentality thereof, the
     Company or the applicable Guarantor has assigned its right to payment of
     such Account Receivable to the Agent pursuant to the Assignment of Claims
     Act of 1940;

          (8)   if the Company maintains a credit limit for an Account Debtor,
     the aggregate dollar amount of Accounts Receivable due from such Account
     Debtor, including such Account Receivable, does not exceed such credit
     limit;

          (9)   if the Account Receivable is evidenced by chattel paper or an
     instrument, the originals of such chattel paper or instrument shall have
     been endorsed and/or assigned and delivered to the Agent in a manner
     satisfactory to the Agent;

          (10)  such Account Receivable is not more than (a) 60 days past the
     due date thereof or (b) 90 days past the original invoice date thereof, in
     each case according to the original terms of sale;

          (11)  it is not an Account Receivable with respect to an Account
     Debtor that is located in any jurisdiction which has adopted a statute or
     other requirement with respect to which any Person that obtains business
     from within such jurisdiction must file a notice of business activities
     report or make any other required filings in a timely manner in order to
     enforce its claims in such jurisdiction's courts unless such notice of
     business activities report has been duly and timely filed or the Company or
     the applicable Guarantor is exempt from filing such report and has provided
     the Agent with satisfactory evidence of such exemption;

          (12)  the Account Debtor with respect thereto is not the Company or an
     Affiliate of the Company, PROVIDED, that the aggregate Accounts Receivable
     of Affiliates of the Company may be Eligible Accounts Receivable up to an
     aggregate amount of $500,000, and to the extent that they comply with the
     other clauses of this definition;

          (13)  it is not owed by an Account Debtor with respect to which 50% or
     more of the aggregate amount of outstanding Accounts Receivable owed at
     such time by such Account Debtor is classified as ineligible under CLAUSE
     (10) of this definition; and

                                      -15-
<Page>

          (14)  if the aggregate amount of all Accounts Receivable owed by the
     Account Debtor thereon exceeds 25% of the aggregate amount of all Accounts
     Receivable at such time, then all Accounts Receivable owed by such Account
     Debtor in excess of such amount shall be deemed ineligible.

An Account Receivable which is at any time an Eligible Account Receivable, but
which subsequently fails to meet any of the foregoing requirements, shall
forthwith cease to be an Eligible Account Receivable. Any Account Receivable or
portion thereof which is not an Eligible Account Receivable, but for which the
Company corrects the condition or conditions prohibiting it from being an
Eligible Account Receivable (to the extent such condition or conditions are
correctable), shall forthwith be deemed an Eligible Account Receivable to the
extent it then meets all of the foregoing requirements for an Eligible Account
Receivable. With respect to any Account Receivable, if the Agent or the
Revolving Lenders at any time hereafter determine in their discretion that the
prospect of payment or performance by the Account Debtor with respect thereto is
materially impaired for any reason whatsoever, such Account Receivable shall
cease to be an Eligible Account Receivable after notice of such determination is
given to the Company.

     "ENVIRONMENTAL LAWS" at any date shall mean all provisions of law,
statutes, ordinances, rules, regulations, judgments, writs, injunctions,
decrees, orders, awards and standards promulgated by the government of the
United States of America or any foreign government or by any state, province,
municipality or other political subdivision thereof or therein or by any court,
agency, instrumentality, regulatory authority or commission of any of the
foregoing concerning the protection of, or regulating the discharge of hazardous
substances into, the environment.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations thereunder.

     "ERISA AFFILIATE" shall mean any trade or business (whether or not
incorporated) which, together with the Company or any Subsidiary of the Company,
would be treated as a single employer under Section 414 of the Code.

     "EVENT OF DEFAULT" shall mean any of the events or conditions described in
Section 6.1.

     "EXCESS CASH FLOW" shall mean Adjusted EBITDA MINUS Adjusted Fixed Charges,
all as determined in accordance with Generally Accepted Accounting Principles.

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

     "EXISTING INDENTURE" shall mean that certain Indenture dated March 30,
1998, by and among the Company, "Subsidiary Guarantors" (as named therein), and
State Street Bank and Trust Company as trustee thereunder, as the same may be
amended, restated, modified or supplemented and in effect from time to time.

                                      -16-
<Page>

     "EXISTING LETTER OF CREDIT" shall mean any letter of credit issued by Bank
One pursuant to the Existing Credit Agreement prior to the Effective Date which
has not expired or been drawn in full and reimbursed as of the Effective Date.

     "EXISTING SUBORDINATED NOTES" shall mean the 9 1/4% Senior Subordinated
Notes issued by the Company in the original aggregate principal amount of
$140,000,000 due 2008 issued pursuant to the Existing Indenture, as the same may
be amended, restated, modified or supplemented and in effect from time to time.

     "EXISTING SUBORDINATED NOTE DOCUMENTS" shall mean the Existing Indenture,
the Existing Subordinated Notes and all agreements, instruments and documents
executed in connection therewith at any time, including without limitation those
agreements, instruments and documents listed on SCHEDULE 1.1-C hereto, in each
case, as the same may be amended, restated, modified or supplemented and in
effect from time to time.

     "FACILITY LEASES" shall mean agreements for the lease by the Company or any
of its Subsidiaries or Joint Ventures of real estate utilized as a vehicle
parking facility and/or for ancillary parking and transportation services.

     "FACILITY MANAGEMENT AGREEMENT" shall mean any agreement (other than the
Facility Leases), for the provision by the Company or any of its Subsidiaries or
Joint Ventures of services for the management or operation of a vehicle parking
facility and/or ancillary parking and transportation services, including without
limitation any such agreement designated as a management agreement, parking
enforcement agreement, operating agreement or license agreement.

     "FEDERAL FUNDS RATE" shall mean, for any day, an interest rate per annum
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its discretion.

     "FEE LETTER" shall mean that certain letter agreement by and between the
Company and the LaSalle, dated January 11, 2002, whereby the Company has agreed
to pay an annual agency fee to LaSalle in its capacity as Agent, and a
post-closing arrangement fee to LaSalle in its individual capacity, on the terms
and conditions stated in such letter agreement.

     "FIXED CHARGE COVERAGE RATIO" shall mean, as of the last day of any fiscal
quarter of the Company, the ratio of (a) Adjusted EBITDA, to (b) Fixed Charges,
in each case as calculated for the four consecutive fiscal quarters then ending,
provided that Fixed Charges as calculated for the fiscal quarter ending March
31, 2002 shall be deemed equal to the product of Fixed Charges for such fiscal
quarter times four, as calculated for the fiscal quarter ending June 30, 2002
shall

                                      -17-
<Page>

be deemed equal to the product of Fixed Charges for the two consecutive fiscal
quarters then ending times two, and as calculated for the fiscal quarter ending
September 30, 2002 shall be deemed equal to product of Fixed Charges for the
three consecutive fiscal quarters then ending times four thirds, all as
determined in accordance with Generally Accepted Accounting Principles.

     "FIXED CHARGES" shall mean, for any period, the sum, without duplication,
of (a) Net Interest Expense, PLUS (b) all payments of principal and other sums
required to be paid in cash during such period by the Company or its
Subsidiaries with respect to Indebtedness (excluding Off-Balance Sheet
Liabilities and any payments of the principal amount of the Term Loan) of the
Company or its Subsidiaries, PLUS (c) Net Capital Expenditures during such
period by the Company and its Subsidiaries, PLUS (d) all dividends,
distributions and other similar obligations actually paid in cash with respect
to Capital Stock (other than pursuant to Sections 5.2(l)(2), (4) and (5)), PLUS
(e) all payments which are actually paid in cash during such period by the
Company or its Subsidiaries pursuant to any Earnouts and any Adjusted
Off-Balance Sheet Liabilities, unless such amount has been previously deducted
from Adjusted EBITDA, PLUS (f) all accrued income taxes paid or payable in cash
for such period for the Company or its Subsidiaries.

     "FOREIGN SUBSIDIARY" shall mean any present or future Subsidiary of the
Company incorporated or formed in any jurisdiction other than any State or other
political subdivision of the United States of America.

     "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" shall mean generally accepted
accounting principles as in effect in the United States of America from time to
time, applied on a basis consistent (except for changes concurred in by the
Company's independent public accountants) with the most recent audited
consolidated financial statements of the Company and its Subsidiaries delivered
to the Lenders.

     "GUARANTY" shall mean the Amended and Restated Guaranty entered into by
each existing, new or future Guarantor, for the benefit of the Agent and the
Lenders pursuant to this Agreement in substantially the form of Exhibit A
hereto, as such guaranty may be amended, restated, modified or supplemented and
in effect from time to time.

     "GUARANTOR" shall mean the Parent, each present and future Domestic
Subsidiary of the Company (other than Atrium Parking, Inc.), each other present
and future Joint Venture of the Company (other than any present or future Joint
Venture of the Company which is prohibited by its organizational documents from
becoming a Guarantor, and which shall be identified on Schedule 1.1-E attached
hereto), or any other Person executing a Guaranty at any time.

     "HAZARDOUS MATERIAL" is defined in Section 4.13.

     "HOLBERG" shall mean, Holberg Industries, Inc., a Delaware corporation.

     "HOLDERS" shall mean the record holders of the 14% Notes.

                                      -18-
<Page>

     "INDEBTEDNESS" of any Person shall mean, as of any date, without
duplication, (a) all obligations of such Person for borrowed money or evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or bankers' acceptances, (b) all
obligations of such Person as lessee under any Capital Lease, (c) all
obligations which are secured by any Lien existing on any asset or property of
such Person whether or not the obligation secured thereby shall have been
assumed by such Person, provided that if such Person shall not have assumed such
obligation, then the amount of such obligation determined pursuant to this
clause (c) shall not exceed the value of such encumbered asset or property, (d)
the unpaid purchase price for goods, property or services acquired by such
Person, except for trade accounts and accrued expenses payable arising in the
ordinary course of business which are not past due within customary payment
terms, (e) all obligations of such Person in respect of any Swap (valued in an
amount equal to the highest termination payment, if any that would be payable by
such Person upon termination for any reason on the date of determination),
(f) all Earnouts, (g) all Disqualified Stock, (h) all Off-Balance Sheet
Liabilities, and (i) all Contingent Liabilities of such Person with respect to
or relating to indebtedness, obligations and liabilities of others similar in
character to those described in clauses (a) through (h) of this definition.

     "INTEREST COVERAGE RATIO" shall mean, as of the end of any fiscal quarter,
the ratio of (a) Adjusted EBITDA to (b) Net Interest Expense, in each case as
calculated for the four consecutive fiscal quarters then ending, provided that
Net Interest Expense as calculated for the fiscal quarter ending March 31, 2002
shall be deemed equal to the product of Net Interest Expense for such fiscal
quarter times four, as calculated for the fiscal quarter ending June 30, 2002
shall be deemed equal to the product of Net Interest Expense for the two
consecutive fiscal quarters then ending times two and as calculated for the
fiscal quarter ending September 30, 2002 shall be deemed equal to product of Net
Interest Expense for the three consecutive fiscal quarters then ending times
four thirds, all as determined in accordance with Generally Accepted Accounting
Principles.

     "INTEREST PAYMENT DATE" shall mean (a) for any LIBOR Loan, the last day of
each LIBOR Interest Period with respect to such LIBOR Loan, and, in the case of
any LIBOR Interest Period exceeding three months, those days that occur during
such LIBOR Interest Period at intervals of three months after the first day of
such LIBOR Interest Period; and (b) in all other cases, the last Business Day of
each month occurring after the date hereof, commencing on January 31, 2001
(except as set forth in Section 3.2(c)(ii)).

     "JOINT VENTURE" shall mean any corporation, limited or general partnership,
limited liability company, association, trust or other business entity of which
the Company or one or more of its Subsidiaries owns beneficially at least 25%
but less than 100% of the Capital Stock.

     "LENDER INDEBTEDNESS" shall mean (a) the Revolving Credit Advances, the
Term Loan and all other indebtedness, obligations and liabilities of the Company
and of each Guarantor to the Agent or the Lenders under any Loan Document,
including without limitation, all amounts owed pursuant to any Reimbursement
Agreements and any "Permitted Junior Securities" issued in favor of Bank One as
defined in and pursuant to the Bank Subordination Agreement, and (b)

                                      -19-
<Page>

all indebtedness, obligations and liabilities of the Company and of each
Guarantor to any Lender in respect of any Swaps, in all cases whether now
outstanding or hereafter arising.

     "LETTER OF CREDIT" shall mean a C/L/C or S/L/C having a stated expiry date
or a date upon which the draft must be reimbursed not later than twelve months
(provided that Letters of Credit which are automatically renewable annually but
may be canceled by the Agent annually are permissible) after the date of
issuance and not later than 25 days before the Revolving Credit Termination Date
(or such later date as the Agent may agree in its sole discretion, and provided
that any Letter of Credit so issued shall be cash-collateralized or supported by
another letter of credit issued by a bank acceptable to the Agent and issued on
other terms and conditions acceptable to the Agent), issued by the Agent on
behalf of the Revolving Lenders for the account of the Company or a Subsidiary
pursuant to Section 2.1(a) under an application and related documentation
acceptable to the Agent requiring, among other things, immediate reimbursement
by the Company or a Subsidiary to the Agent in respect of all drafts or other
demand for payment honored thereunder and all expenses paid or incurred by the
Agent relative thereto.

     "LETTER OF CREDIT ADVANCE" shall mean any issuance of a Letter of Credit
under Section 2.4 and made pursuant to Section 2.1(a) occurring after the
Effective Date in which each Revolving Lender acquires a pro rata risk
participation.

     "LETTER OF CREDIT DOCUMENTS" is defined in Section 3.3(b).

     "LIBOR" shall mean, with respect to any LIBOR Loan and the related LIBOR
Interest Period, the rate per annum obtained by dividing (i) the per annum rate
of interest at which deposits in Dollars for such LIBOR Interest Period and in
an aggregate amount comparable to the amount of the applicable LIBOR Loan are
published by Bloomberg's Financial Markets Commodities News at approximately
8:00 a..m. Chicago time on the third LIBOR Business Day prior to the first day
of such LIBOR Interest Period (or if not so published, Agent, in its sole
discretion, shall designate another daily financial or governmental publication
of national circulation to determine such rate); provided, however, that after
the first election of a LIBOR Interest Period with respect to any LIBOR Loan,
such per annum rate shall be determined at approximately 8:00 a.m. Chicago time
on the first LIBOR Business Day of the month for each LIBOR Interest Period
thereafter, by (ii) an amount equal to one minus the stated maximum rate
(expressed as a decimal) of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other reserves)
that are specified on the first day of such LIBOR Interest Period by the Board
of Governors of the Federal Reserve System (or any successor agency thereto) for
determining the maximum reserve requirement with respect to eurocurrency funding
(currently referred to as "Eurocurrency liabilities" in Regulation D of such
Board) maintained by a member bank of such System;

all as conclusively determined by the Agent, such sum to be rounded up, if
necessary, to the nearest whole multiple of one one-hundredth of one percent
(1/100 of 1%).

                                      -20-
<Page>

     "LIBOR BUSINESS DAY" shall mean, with respect to any LIBOR Loan, a day
which is both a Business Day and a day on which dealings in Dollar deposits are
carried out in the London interbank market.

     "LIBOR INTEREST PERIOD" shall mean, with respect to any LIBOR Loan, the
period commencing on the day such Loan is made or converted to a LIBOR Loan and
ending on the date one, two or three months thereafter, as the Company may elect
under Section 2.4 or 2.7, and each subsequent period commencing on the last day
of the immediately preceding LIBOR Interest Period and ending on the date one,
two or three months thereafter, as the Company may elect under Section 2.4 or
2.7, provided, however, that (a) any LIBOR Interest Period which commences on
the last LIBOR Business Day of a calendar month (or on any day for which there
is no numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last LIBOR Business Day of the appropriate subsequent
calendar month, (b) each LIBOR Interest Period which would otherwise end on a
day which is not a LIBOR Business Day shall end on the next succeeding LIBOR
Business Day or, if such next succeeding LIBOR Business Day falls in the next
succeeding calendar month, on the next preceding LIBOR Business Day, and (c) no
LIBOR Interest Period which would end after the Revolving Credit Termination
Date shall be permitted.

     "LIBOR LOAN" shall mean any Revolving Credit Loan which bears interest at a
rate equal to (i) the Applicable Margin, PLUS (ii) LIBOR, as determined for the
relevant LIBOR Interest Period.

     "LIEN" shall mean any pledge, assignment, hypothecation, mortgage, security
interest, deposit arrangement, option, conditional sale or title retaining
contract, sale and leaseback transaction, financing statement filing, lessor's
or lessee's interest under any capital lease or any other type of lien, charge
or encumbrance.

     "LOANS" shall mean the Term Loan and the Revolving Credit Loan.

     "LOAN DOCUMENTS" shall mean, collectively, this Agreement, the Notes, the
Security Documents, the Bank Subordination Agreement and any other agreement,
instrument or document executed in connection with any of the foregoing at any
time, in each case, as the same may be amended, restated, modified or
supplemented and in effect from time to time.

     "MATERIAL ADVERSE EFFECT" shall mean (i) a material adverse effect on the
property, business, operations, financial condition, liabilities, prospects or
capitalization of the Company and its Subsidiaries, taken as a whole, (ii) a
material adverse effect on the ability of the Company and the Guarantors to
perform their collective obligations under the Loan Documents taken as a whole,
or (iii) a material adverse effect on the rights and remedies of the Agent or
the Lenders under the Loan Documents.

     "MULTIEMPLOYER PLAN" shall mean any "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA or Section 414(f) of the Code.

                                      -21-
<Page>

     "NET CAPITAL EXPENDITURES" shall mean Capital Expenditures, exclusive of
any such Capital Expenditures financed on a non-recourse basis (i.e., on
customary non-recourse terms and with recourse solely to the asset being
financed with such non-recourse debt) by third parties which are not Affiliates
of the Company, and, as may be permitted by the Agent in writing, exclusive of
any Capital Expenditures to complete a Permitted Acquisition.

     "NET CASH PROCEEDS" shall mean, (a) in connection with any sale or other
disposition of any asset or any settlement by, or receipt of payment in respect
of, any property insurance claim or condemnation award, the cash proceeds
(including any, cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise, but only as and when received) of such sale, settlement
or payment, net of reasonable and documented attorneys' fees, accountants' fees,
investment banking fees, amounts required to be applied to the repayment of
Indebtedness secured by a Lien expressly permitted hereunder on any asset which
is the subject of such sale, insurance claim or condemnation award (other than
any Lien in favor of the Agent for the benefit of the Agent and the Lenders) and
other customary fees actually incurred in connection therewith and net of taxes
paid or reasonably estimated to be payable as a result thereof and (b) in
connection with any issuance or sale of any equity securities or debt securities
or instruments or the incurrence of loans, the cash proceeds received from such
issuance or incurrence, net of investment banking fees, reasonable and
documented attorneys' fees, accountants' fees, underwriting discounts and
commissions and other reasonable and customary fees and expenses actually
incurred in connection therewith.

     "NET INCOME" shall mean, for any period, the net income (or loss) of the
Company and its Subsidiaries on a consolidated basis for such period taken as a
single accounting period, determined in accordance with Generally Accepted
Accounting Principles.

     "NET INTEREST EXPENSE" shall mean, for any period, payments in cash or Cash
Equivalents for (i) total interest (including without limitation, the Accruing
Interest Rate, whether or not paid in cash) and related expense with respect to
the Indebtedness (excluding Off-Balance Sheet Liabilities except for Adjusted
Off-Balance Sheet Liabilities), (ii) all dividends, redemptions and other
distributions or other payments of any kind due and actually paid on the
Preferred Stock, other than any redemption of Series C Preferred Stock pursuant
to Section 5.2(l)(4) or (5), (iii) the interest portion of any deferred payment
obligations, (iv) all commissions, discounts and other fees and charges owed
with respect to letter of credit and bankers acceptance financing, (v) the net
costs and net payments under any Swap or similar agreement or arrangement, and
(vi) prepayment charges, agency fees, administrative fees, commitment fees and
capitalized transaction costs allocated to interest expense, paid, payable or
accrued during such period (excluding all such charges, fees, costs and expenses
incurred with respect to consummating this Agreement and the underlying
transactions), without duplication for any other period, with respect to all
outstanding Indebtedness and Preferred Stock of the Company and its
Subsidiaries, net of any cash interest income of the Company and its
Subsidiaries, all as determined for the Company and its Subsidiaries on a
consolidated basis for such period in accordance with Generally Accepted
Accounting Principles.

                                      -22-
<Page>

     "NOTES" shall mean the Revolving Credit Notes and the Term Notes, and
"NOTE" shall mean any one Revolving Credit Note or Term Note.

     "OFF-BALANCE SHEET LIABILITIES" of a Person shall mean, without
duplication, (a) Receivables Facility Attributed Indebtedness and any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to Accounts Receivable or notes receivable sold by such Person or any of its
Subsidiaries (calculated to include the unrecovered investment of purchasers or
transferees of Accounts Receivable or any other obligation of such Person or
such transferor to purchasers/transferees of interests in Accounts Receivable or
notes receivable or the agent for such purchasers/transferees), (b) any
liability of such Person or any of its Subsidiaries under any sale and leaseback
transactions which do not create a liability on the consolidated balance sheet
of such Person, (c) any liability of such Person or any of its Subsidiaries
under any financing lease or so-called "synthetic" lease transaction, or (d) any
obligations of such Person or any of its Subsidiaries arising with respect to
any other transaction which is the functional equivalent of or takes the place
of borrowing but which does not constitute a liability on the consolidated
balance sheets of such Person and its Subsidiaries.

     "ORDINARY COURSE EQUIPMENT LEASE" shall mean an operating lease of
equipment or motor vehicles entered into by the Company or its Subsidiaries or
Joint Ventures in the ordinary course of business in connection with performing
its obligations under a Facility Management Agreement or a Facility Lease.

     "ORDINARY COURSE LEASE TERMINATION" shall mean (i) the termination of an
Ordinary Course Equipment Lease pursuant to either (a) the termination of the
related Facility Management Agreement or Facility Lease, or (b) a material
modification of the related Facility Management Agreement or Facility Lease such
that the items of equipment or motor vehicles which are leased under such
Ordinary Course Equipment Lease are no longer needed or useful for the purposes
of performance under such Facility Management Agreement or Facility Lease by the
Company or the applicable Subsidiary, and (ii) termination of a Facility Lease
or Facility Management Agreement that is no longer needed or useful in the
business judgment of the Company.

     "ORDINARY COURSE LEASE TERMINATION PAYMENTS" shall mean payments of
liquidated damages or accelerated rentals or similar amounts which are paid
under the terms of an Ordinary Course Equipment Lease, Facility Management
Agreement or Facility Lease pursuant to an Ordinary Course Lease Termination
thereof at or prior to expiration of the then-applicable respective terms
thereunder.

     "OVERDUE RATE" shall mean (a) in respect of principal of Adjusted Corporate
Base Rate Loans, a rate per annum that is equal to the sum of two percent (2%)
per annum plus the Adjusted Corporate Base Rate, (b) in respect of principal of
LIBOR Loans, a rate per annum that is equal to the sum of two percent (2%) per
annum plus the per annum rate in effect thereon until the end of the then
current LIBOR Interest Period for such Revolving Credit Loan and, thereafter, a
rate per annum that is equal to the sum of two percent (2%) per annum plus the
Adjusted Corporate Base Rate, (c) in respect of the Payable Interest Rate (as
defined in Section

                                      -23-
<Page>

3.2(c)) on the Term Loan, a rate per annum that is equal to two percent (2%) per
annum plus the Payable Interest Rate, and in respect of the Accruing Interest
Rate (as defined in Section 3.2(c)) on the Term Loan, a rate per annum that is
equal to two percent (2%) per annum plus the Accruing Interest Rate, and (d) in
respect of other amounts payable by the Company hereunder (other than interest),
a per annum rate that is equal to the sum of two percent (2%) per annum plus the
Adjusted Corporate Base Rate.

     "PARENT" shall mean AP Holdings, Inc., a Delaware corporation.

     "PARENT'S SENIOR DISCOUNT NOTES" shall mean the 11 1/4% Senior Discount
Notes due 2008 issued by the Parent in the original aggregate principal amount
of $70,000,000, as the same may be amended, restated, modified or supplemented
and in effect from time to time.

     "PAYABLE INTEREST RATE" is defined in Section 3.2(c).

     "PBGC" shall mean the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

     "PERMITTED ACQUISITION" shall mean an Acquisition by the Company or a
Guarantor of all or substantially all of the assets or stock of a Person which
meets the requirements set forth in Section 5.2(g) of this Agreement.

     "PERMITTED LIENS" shall mean Liens permitted by Section 5.2(f) hereof.

     "PERSON" shall include an individual, a corporation, a limited liability
company, an association, a partnership, a trust or estate, a joint stock
company, an unincorporated organization, a joint venture, a trade or business
(whether or not incorporated), a government (foreign or domestic) and any agency
or political subdivision thereof, or any other entity.

     "PLAN" shall mean any pension plan (including without limitation any
Multiemployer Plan) subject to Title IV of ERISA or to the minimum funding
standards of Section 412 of the Code which has been established or maintained by
the Company, any Subsidiary of the Company or any ERISA Affiliate, or by any
other Person if the Company, any Subsidiary of the Company or any ERISA
Affiliate contributes or could have liability with respect to such pension plan.

     "PLEDGE AGREEMENTS" shall mean the (i) Amended and Restated Pledge
Agreement entered into by the Company substantially in the form attached hereto
as Exhibit B-1, and (ii) the Amended and Restated Pledge Agreement entered into
by the existing Guarantors, or to be entered into by any new or future
Guarantor, substantially in the form attached hereto as Exhibit B-2, (iii) the
Limited Liability Company Membership Interests Security Agreement entered into
by the Company substantially in the form attached hereto as Exhibit B-3, (iv)
Assignment of Partnership Interest Security Agreement entered into by the
Company substantially in the form attached hereto as Exhibit B-4, (v) Joint
Venture Interest Security Agreement entered into by the Company substantially in
the form attached hereto as Exhibit B-5, each for the benefit of the

                                      -24-
<Page>

Agent and the Lenders pursuant to this Agreement, as each may be amended,
restated, modified or supplemented and in effect from time to time.

     "PREFERRED STOCK" shall mean, the Series C Preferred Stock and the Series D
Preferred Stock.

     "PREFERRED STOCK DOCUMENTS" shall mean all of the agreements, documents and
instruments relating in any way to the Preferred Stock.

     "PRINCIPALS" shall mean John V. Holten, Steamboat, the Parent and their
respective Related Parties.

     "PRO FORMA FINANCIAL STATEMENTS" shall mean the pro forma financial
statements and projections prepared by the Company attached hereto as SCHEDULE
1.1-D.

     "PROHIBITED TRANSACTION" shall mean any transaction involving any Plan
which is proscribed by Section 406 of ERISA or Section 4975 of the Code.

     "REAL ESTATE" shall mean all real property at any time owned or leased (as
lessee or sublessee) or managed by the Company or any of its Subsidiaries.

     "RECEIVABLES FACILITY ATTRIBUTED INDEBTEDNESS" shall mean the amount of
obligations outstanding under a receivables purchase facility on any date of
determination that would be characterized as principal if such facility were
structured as a secured lending transaction rather than as a purchase.

     "REIMBURSEMENT AGREEMENTS" shall mean the letter of credit applications and
reimbursement agreements executed in connection with any Letters of Credit or
Existing Letters of Credit, as each such application or agreement may be
amended, restated, modified or supplemented and in effect from time to time.

     "RELATED PARTY" with respect to any Principal shall mean (a) any
controlling stockholder, 80% (or more) owned Subsidiary, or spouse or immediate
family member (in the case of an individual) of such Principal or (b) any trust,
corporation, partnership or other entity, the beneficiaries, stockholders,
partners, owners or Persons beneficially holding an 80% or more controlling
interest of which consist of such Principal and/or such other Persons referred
to in the immediately preceding clause (a).

     "REPORTABLE EVENT" shall mean a reportable event as described in
Section 4043(b) of ERISA including without limitation those events as to which
the thirty (30) day notice period is waived under Part 2615 of the regulations
promulgated by the PBGC under ERISA.

     "REQUIRED LENDERS" shall mean Lenders other than Defaulting Lenders holding
not less than 62.5% of the Commitments (or 62.5% of the aggregate outstanding
amount of the Revolving Credit Advances and the Term Loan if the Commitments
have been terminated).

                                      -25-
<Page>

     "REQUIRED REVOLVING LENDERS" shall mean Lenders, other than Defaulting
Lenders, holding not less than 62.5% of the Revolving Commitments (or 62.5% of
the aggregate outstanding amount of the Revolving Credit Advances).

     "REQUIREMENT OF LAW" shall mean as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other governmental authority, in each case applicable
to or binding upon, such Person or any of its property or to which such Person
or any of its property is subject.

     "REVOLVING COMMITMENTS" shall mean, with respect to each Lender, the
commitment (if any) of such Lender to make Revolving Credit Loans, and to
participate in Letter of Credit Advances and Existing Letters of Credit, in
amounts not exceeding, in the aggregate at any time, the Revolving Commitment
amount for such Lender set forth next to the name of such Lender on the
signature pages hereof, or, as to any Lender becoming a party hereto after the
Effective Date, as set forth in the applicable Assignment and Acceptance, in
each case as reduced pursuant to Section 2.2 or modified pursuant to
Section 8.6. To the extent not specifically provided herein, each reference to a
Lender's Revolving Commitment at any time after all of the Revolving Commitments
have been terminated pursuant to the terms of this Agreement shall be deemed a
reference to such Lender's share of the then outstanding principal balance of
the Revolving Loans plus such Lenders' share of the obligations to purchase
participations in Letters of Credit and Existing Letters of Credit.

     "REVOLVING CREDIT ADVANCE" shall mean any Revolving Credit Loan and any
Letter of Credit Advance.

     "REVOLVING CREDIT LOAN" shall mean any borrowing under Section 2.4
evidenced by the Revolving Credit Notes and made pursuant to Section 2.1(a). Any
such Revolving Credit Loan or portion thereof may be denominated as an Adjusted
Corporate Base Rate Loan or a LIBOR Loan and such Adjusted Corporate Base Rate
Loans and LIBOR Loans are referred to herein as "types" of Revolving Credit
Loans.

     "REVOLVING CREDIT NOTES" shall mean the promissory notes of the Company to
each Revolving Lender evidencing such Lender's Revolving Credit Loans, in
substantially the form annexed hereto as Exhibit C, as each such note may be
amended, restated, modified or supplemented and in effect from time to time,
together with any promissory note or notes issued in exchange or replacement
therefor, and "Revolving Credit Note" shall mean any one of such Revolving
Credit Notes.

     "REVOLVING CREDIT TERMINATION DATE" shall mean the earlier to occur of (i)
March 1, 2004, and (ii) the date on which the Revolving Commitments shall be
terminated pursuant to Section 2.2 or 6.2.

     "REVOLVING LENDERS" shall mean any Lender with a Revolving Commitment (or,
if the Revolving Commitments have terminated, any Lender holding any Revolving
Credit Advances).

                                      -26-
<Page>

     "SEC" shall mean the Securities and Exchange Commission or any successor
agency.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

     "SECURITY AGREEMENTS" shall mean each (i) Amended and Restated Security
Agreement entered into by the Company substantially in the form attached hereto
as Exhibit E-1; (ii) Amended and Restated Security Agreement entered into by
each existing, new or future Guarantor substantially in the form attached hereto
as Exhibit E-2; (iii) Amended and Restated Patent Collateral Security and Pledge
Agreement entered into by the Company substantially in the form attached hereto
as Exhibit F-1; (iv) Amended and Restated Trademark Collateral Security and
Pledge Agreement entered into by the Company substantially in the form attached
hereto as Exhibit F-2; (v) Amended and Restated Memorandum of Grant of Security
Interest in Copyrights entered into by the Company substantially in the form
attached hereto as Exhibit F-3, each for the benefit of the Agent and the
Lenders pursuant to this Agreement, as each such agreement may be amended,
restated, modified or supplemented and in effect from time to time, and any
other agreement executed by the Company or the Guarantors granting a Lien for
the benefit of the Agent and the Lenders in form or substance satisfactory to
the Agent, as amended or modified from time to time.

     "SECURITY DOCUMENTS" shall mean the Pledge Agreements, the Security
Agreements, the Guaranties, the Reimbursement Agreements, and all other
agreements, instruments and documents delivered pursuant to this Agreement or
otherwise entered into by any Person to secure or guaranty the obligations of
the Company under this Agreement, in each case, as amended, restated, modified
or supplemented and in effect from time to time.

     "SENIOR DEBT" shall mean all Indebtedness of the Company and its
Subsidiaries to the Lenders existing pursuant to this Agreement.

     "SENIOR DEBT TO ADJUSTED EBITDA RATIO" shall mean, at any time, the ratio
of (a) Senior Debt at such time to (b) Adjusted EBITDA, as calculated as of the
four most recently completed fiscal quarters of the Company, all as determined
in accordance with Generally Accepted Accounting Principles.

     "SERIES C PREFERRED STOCK" shall mean the Series C preferred stock of the
Company issued in accordance with the certificate of designation attached hereto
as SCHEDULE 1.1 -A-1.

     "SERIES D PREFERRED STOCK" shall mean the Series D preferred stock of the
Company issued in accordance with the certificate of designation attached hereto
as SCHEDULE 1.1 -A-2.

     "S/L/C" shall mean any standby letter of credit issued hereunder, as
amended from time to time.

     "STEAMBOAT" shall mean Steamboat Holdings, Inc., a Delaware corporation,
and as of the Closing Date, the owner of 91.67% of the outstanding common stock
of Parent.

                                      -27-
<Page>

     "SUBORDINATED DEBT" shall mean, for any Person, any Indebtedness of such
Person which is fully subordinated to all Indebtedness of such Person owing to
the Agent and the Lenders, by written agreements and documents in form and
substance satisfactory to the Required Lenders and which is governed by terms
and provisions, including without limitation maturities, covenants, defaults,
rates and fees, acceptable to the Agent, and shall include, without limitation,
all Indebtedness owing pursuant to the Subordinated Notes and the Existing
Subordinated Notes.

     "SUBORDINATED DEBT DOCUMENTS" shall mean the Subordinated Note Documents,
the Existing Subordinated Note Documents and any other agreement or document
evidencing or relating to any Subordinated Debt, whether under the Subordinated
Notes and the Existing Subordinated Notes, in each case, as the same may be
amended, restated, modified or supplemented and in effect from time to time as
permitted by the terms hereof.

     "SUBORDINATED NOTE DOCUMENTS" shall mean the Subordinated Note Indenture,
the Subordinated Notes, the Subordinated Note Intercreditor Agreement and all
agreements, instruments and documents executed in connection therewith at any
time, including without limitation those agreements, instruments and documents
listed on SCHEDULE 1.1-B hereto, in each case, as the same may be amended,
restated, modified or supplemented and in effect from time to time as permitted
by the terms hereof.

     "SUBORDINATED NOTE INTERCREDITOR AGREEMENT" shall mean that certain
Intercreditor Agreement dated as of January 11, 2002 among the Agent, Wilmington
Trust Company, as trustee for the holders of the Subordinated Notes, the Company
and the Guarantors, as the same may be amended, restated, modified or
supplemented and in effect from time to time in accordance with the terms
thereof.

     "SUBORDINATED NOTES" shall mean the 14% Senior Subordinated Second Lien
Notes issued by the Company in the original aggregate principal amount of
$59,285,000 due 2006 issued pursuant to the Subordinated Note Indenture, as the
same may be amended, restated, modified or supplemented and in effect from time
to time as permitted by the terms hereof.

     "SUBORDINATED NOTE INDENTURE" shall mean the Indenture among the Company,
each of the "Guarantors" named therein and Wilmington Trust Company as trustee
thereunder, dated as of January 11, 2002, as amended, restated, modified or
supplemented and in effect from time to time as permitted by the terms hereof.

     "SUBSIDIARY" of any Person shall mean any other Person (whether now
existing or hereafter organized or acquired) in which at least a majority of the
securities or other ownership interests of each class having ordinary voting
power or analogous right (other than securities or other ownership interests
which have such power or right only by reason of the happening of a
contingency), at the time as of which any determination is being made, are
owned, beneficially and of record, by such Person or by one or more of the other
Subsidiaries of such Person or by any combination thereof.

                                      -28-
<Page>

     "SWAP" means an agreement, device or arrangement providing for payments
which are related to fluctuations of interest rates, exchange rates or forward
rates, including, but not limited to, dollar-denominated or cross-currency
interest rate exchange agreements, forward currency exchange agreements,
interest rate cap or collar protection agreements, forward rate currency or
interest rate options, puts and warrants.

     "TERM LOAN" shall mean the term loan evidenced by the Term Notes and made
pursuant to Section 2.1(b).

     "TERM LOAN COMMITMENTS" shall mean, with respect to each Lender, the
commitment (if any) of such Lender to make a Term Loan in an amount not
exceeding the Term Loan Commitment of such Lender set forth next to the name of
such Lender on the signature pages hereof, or, as to any Lender becoming a party
hereto after the Effective Date, as set forth in the applicable Assignment and
Acceptance, in each case as reduced pursuant to Section 2.2 or modified pursuant
to Section 8.6. To the extent not specifically provided herein, each reference
to a Lender's Term Loan Commitment at any time after the Closing Date shall be
deemed a reference to such Lender's share of the then outstanding principal
balance of the Term Loan.

     "TERM LOAN TERMINATION DATE" shall mean the earlier to occur of (i) March
10, 2004, and (ii) the date on which the Revolving Commitments shall be
terminated in full pursuant to Section 2.2 or 6.2.

     "TERM NOTES" shall mean the promissory notes of the Company to any Lender
evidencing such Lender's Term Loan, in substantially the form annexed hereto as
Exhibit D, as amended, restated, modified or supplemented and in effect from
time to time and together with any promissory note or notes issued in exchange
or replacement therefor, and "Term Note" shall mean any one of such Term Notes.

     "TOTAL ASSETS" shall mean, at any time, the consolidated assets of the
Company and its Subsidiaries, determined in accordance with Generally Accepted
Accounting Principles.

     "UNFUNDED BENEFIT LIABILITIES" shall mean, with respect to any Plan as of
any date, the amount of the unfunded benefit liabilities determined in
accordance with Generally Accepted Accounting Principles.

     "UNMATURED EVENT" shall mean any event or condition which might become an
Event of Default with notice or lapse of time or both.

     "VOTING STOCK" shall mean any Capital Stock, the holders of which are at
the time entitled, as such holders, to vote for the election of a majority of
the directors (or persons performing similar functions) of the corporation,
association, trust or other business entity involved, whether or not the right
so to vote exists by reasoning of the happening of a contingency.

                                      -29-
<Page>

     "WHOLLY OWNED SUBSIDIARY" shall mean any Subsidiary of the Company of which
100% of the Voting Stock, exclusive of directors' qualifying shares, is owned by
the Company or by another Wholly Owned Subsidiary of the Company.

     1.2  OTHER DEFINITIONS; RULES OF CONSTRUCTION. As used herein, the terms
"Agent", "Lenders", "Company", and "this Agreement" shall have the respective
meanings ascribed thereto in the introductory paragraph of this Agreement. Such
terms, together with the other terms defined in Section 1.1, shall include both
the singular and the plural forms thereof and shall be construed accordingly.
Use of the terms "herein", "hereof", and "hereunder" shall be deemed references
to this Agreement in its entirety and not to the Section or clause in which such
term appears. References to "Sections", "subsections", "Exhibits", and
"Schedules" shall be to Sections, subsections, Exhibits and Schedules,
respectively, of this Agreement unless otherwise specifically provided.

     1.3  Accounting Terms and Determinations.

          (a)   Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to the
Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at
the time of delivery thereof in the manner described in subsection (b) below) be
prepared, in accordance with Generally Accepted Accounting Principles; provided
that, if the Company notifies the Agent that it wishes to amend any covenant in
Article V to eliminate the effect of any change in Generally Accepted Accounting
Principles (or if the Agent notifies the Company that the Required Lenders wish
to amend Article V for such purpose), then the Company's compliance with such
covenants shall be

                                      -30-
<Page>

determined on the basis of Generally Accepted Accounting Principles in effect
immediately before the relevant change in Generally Accepted Accounting
Principles became effective until either such notice is withdrawn or such
covenant or any such defined term is amended in a manner satisfactory to the
Company and the Required Lenders. Except as otherwise expressly provided herein,
all references to a time of day shall be references to Chicago, Illinois time.

          (b)   The Company shall deliver to the Lenders at the same time as the
delivery of any annual or quarterly financial statement under Section 5.1(d)
hereof (i) a description in reasonable detail of any material variation between
the application or other modification of accounting principles employed in the
preparation of such statement and the application or other modification of
accounting principles employed in the preparation of the immediately prior
annual or quarterly financial statements as to which no objection has been made
in accordance with the last sentence of subsection (a) above and (ii) reasonable
estimates of the difference between such statements arising as a consequence
thereof.

          (c)   To enable the ready and consistent determination of compliance
with the covenants set forth in Section 5.2 hereof, the Company will not change
the last day of its fiscal year from December 31 of each year, or the last days
of the first three fiscal quarters in each of its fiscal years from March 31,
June 30, and September 30 of each year, respectively.

                                   ARTICLE II

THE COMMITMENTS AND THE ADVANCES

     2.1  Commitments of the Lenders.

                                      -31-
<Page>

          (a)   REVOLVING CREDIT ADVANCES. Each Revolving Lender agrees, for
itself only, subject to the terms and conditions of this Agreement, to make
Revolving Credit Loans to the Company pursuant to Section 2.4 and to participate
in Letter of Credit Advances and Existing Letters of Credit to the Company
pursuant to Section 3.3, from time to time from and including the Closing Date
to but excluding the Revolving Credit Termination Date, not to exceed in
aggregate principal amount at any time outstanding such Revolving Lenders's pro
rata share of the amount determined pursuant to Section 2.1(c).

          (b)   TERM LOAN. Bank One, in its capacity as the only Lender having a
Term Loan Commitment on the Closing Date, agrees, subject to the terms and
conditions of this Agreement, to convert a portion of the existing Indebtedness
of the Company owing to Bank One pursuant to the Existing Credit Agreement into
a term loan in favor of the Company ("TERM LOAN") on the Closing Date in
aggregate principal amount of $15,000,000. The Term Loan Commitments shall
expire concurrently with the making of the Term Loan on the Closing Date.
Amounts repaid on the Term Loans may not be reborrowed.

          (c)   LIMITATION ON AMOUNT OF REVOLVING CREDIT ADVANCES.
Notwithstanding anything in this Agreement to the contrary, (i) the aggregate
principal amount of the Revolving Credit Advances and any Existing Letters of
Credit at any time outstanding to the Company shall not exceed the lesser of (A)
the aggregate amount of the Revolving Commitments at such time, and (B) the
Borrowing Base at such time, and (ii) the aggregate principal amount of Letter
of Credit Advances and Existing Letters of Credit outstanding at any time shall
not exceed $8,000,000.

     2.2  Termination and Reduction of Commitments and the Term Loan.

          (a)   The Company shall have the right to terminate or reduce the
Revolving Commitments at any time and from time to time, PROVIDED that (i) the
Company shall give notice of such termination or reduction to the Agent
specifying the amount and effective date thereof, (ii) each partial reduction
thereof shall be in a minimum amount of $5,000,000 and in an integral multiple
of $1,000,000 and shall reduce such Revolving Commitments of all of the
Revolving Lenders proportionately in accordance with their respective Revolving
Commitments, (iii) no such termination or reduction shall be permitted with
respect to any portion of any such Revolving Commitments as to which a request
for a Revolving Credit Advance pursuant to Section 2.4 is then pending, and (iv)
the Revolving Commitments may not be terminated if any Revolving Credit Advances
are then outstanding and may not be reduced below the principal amount of
Revolving Credit Advances then outstanding. The Revolving Commitments or any
portion thereof terminated or reduced pursuant to this Section 2.2, may not be
reinstated.

          (b)   For purposes of this Agreement, a Letter of Credit Advance or
Existing Letter of Credit (i) shall be deemed outstanding in an amount equal to
the sum of the maximum amount available to be drawn under the related Letter of
Credit or Existing Letter of Credit on or after the date of determination and on
or before the stated expiry date thereof plus the amount of any draws under such
Letter of Credit or Existing Letter of Credit that have not been reimbursed

                                      -32-
<Page>

as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on
and before such stated expiry date or such earlier date on which all amounts
available to be drawn under such Letter of Credit or Existing Letter of Credit
have been fully drawn, and thereafter until all related reimbursement
obligations have been paid pursuant to Section 3.3. As provided in Section 3.3,
upon each payment made by the Agent in respect of any draft or other demand for
payment under any Letter of Credit or Existing Letter of Credit, the amount of
any Letter of Credit or Existing Letter of Credit outstanding immediately prior
to such payment shall be automatically reduced by the amount of each Revolving
Credit Loan deemed advanced in respect of the related reimbursement obligation
of the Company.

          (c)   Subject to Section 3.1(a)(ii), the Company shall not prepay the
Term Loan at any time prior to the repayment in full of the Revolving Credit
Advances and the termination of the Revolving Commitments, unless the Agent
shall otherwise agree.

     2.3  FEES.

          (a)   Upon the Effective Date, the Company agrees to pay the Agent,
for the pro rata benefit of the Lenders, a non-refundable upfront fee of
$600,000.

          (b)   Upon the Effective Date, the Company agrees to pay the Agent,
for its own account, a non-refundable arrangement fee of $50,000.

          (c)   The Company agrees to pay the Agent, for the pro rata benefit of
the Revolving Lenders, a commitment fee on the daily average unused amount of
the Revolving Commitments, for the period from the Effective Date to but
excluding the Revolving Credit Termination Date, at a rate equal to 37.5 basis
points per annum. For purposes of this Section 2.3(c), all Letters of Credit and
Existing Letters of Credit shall be considered usage of the Revolving
Commitments. Such accrued commitment fees shall be payable quarterly in arrears
on the last Business Day of each March, June, September and December, commencing
on March 31, 2002, and on the Revolving Credit Termination Date.

          (d)   The Company agrees to pay to the Agent, with respect to Letters
of Credit and Existing Letters of Credit, a per annum fee computed at 375 basis
points calculated on the maximum amount available to be drawn from time to time
under a Letter of Credit or Existing Letter of Credit, which fee shall be paid
quarterly in arrears on the last Business Day of each March, June, September and
December for the period from and including the date of issuance of such Letter
of Credit or, in the case of Existing Letters of Credit, from the Closing Date,
to and including the stated expiry date of such Letter of Credit or Existing
Letter of Credit, which fees shall be for the pro rata benefit of the Revolving
Lenders, provided that (i) a fee computed at the rate of 0.25% per annum
calculated on the face amount of each Letter of Credit shall be retained from
such fee solely for the account of the Agent at any time when two or more
Lenders hold Revolving Commitments and (ii) a fee computed at the rate of 0.25%
per annum calculated on the face amount of each Existing Letter of Credit shall
be retained from such fee solely for the account of Bank One. Such fees are
nonrefundable and the Company shall not be entitled to any rebate of any portion
thereof if such Letter of Credit does not remain outstanding through its

                                      -33-
<Page>

stated expiry date or for any other reason. The Company further agrees to pay to
the Agent for its own account (and to Bank One for its own account in respect of
any Existing Letters of Credit), on demand, such other customary administrative
fees, charges and expenses of the Agent (or Bank One, as applicable) in respect
of the issuance, negotiation, acceptance, amendment, transfer and payment of
such Letter of Credit (or Existing Letter of Credit) or otherwise payable
pursuant to the application and related documentation under which such Letter of
Credit (or Existing Letter of Credit) is issued.

          (e)   The Company agrees to pay to the Agent agency fees for its
services as Agent under this Agreement and for other services in the amounts
stated in the Fee Letter, and such other amounts as may from time to time be
agreed to in writing between the Company and the Agent.

     2.4  Disbursement of Revolving Credit Advances.

          (a)   The Company shall give the Agent notice of its request for each
Revolving Credit Advance in substantially the form of Exhibit G hereto not later
than noon Chicago time (i) three LIBOR Business Days prior to the date such
Revolving Credit Advance is requested to be made if such Revolving Credit
Advance is to be made as a LIBOR Borrowing, (ii) five (5) Business Days prior to
the date any Letter of Credit Advance is requested to be made, or such earlier
date as reasonably determined by the Agent, and (iii) on the Business Day such
Revolving Credit Advance is requested to be made in all other cases, which
notice shall specify whether a LIBOR Borrowing, an Adjusted Corporate Base Rate
Borrowing or a Letter of Credit Advance is requested and, in the case of each
requested LIBOR Borrowing, the LIBOR Interest Period to be initially applicable
to such Borrowing and, in the case of each Letter of Credit Advance, such
information as may be necessary for the issuance thereof by the Agent. The
Agent, reasonably promptly on the same Business Day such notice is given, shall
provide notice of such requested Revolving Credit Advance to the Revolving
Lenders. Subject to the terms and conditions of this Agreement, the proceeds of
each such requested Revolving Credit Advance shall be made available to the
Company by depositing the proceeds thereof, in immediately available funds, in
an account maintained and designated by the Company at the principal office of
the Agent. Subject to the terms and conditions of this Agreement, the Agent
shall, on the date such Letter of Credit Advance is requested to be made, issue
the related Letter of Credit on behalf of the Revolving Lenders for the account
of the Company. Notwithstanding anything herein to the contrary, the Agent may
decline to issue any requested Letter of Credit on the basis that the
beneficiary, the purpose of issuance or the terms or the conditions of drawing
are unacceptable to it in its reasonable discretion, provided that the Agent
shall not unreasonably decline to issue a Letter of Credit pursuant to this
sentence.

          (b)   Each Revolving Lender, not later than 2:00 p.m. Chicago time on
the date any Borrowing in the form of a Revolving Credit Loan is required to be
made, shall make its pro rata share of such Borrowing available in immediately
available funds at the principal office of the Agent for disbursement to the
Company. Unless the Agent shall have received notice from any Revolving Lender
prior to the date such Borrowing is requested to be made under this Section 2.4
that such Lender will not make available to the Agent such Lender's pro rata
portion

                                      -34-
<Page>

of such Borrowing, the Agent may assume that such Lender has made such portion
available to the Agent on the date such Borrowing is requested to be made in
accordance with this Section 2.4. If and to the extent such Lender shall not
have so made such pro rata portion available to the Agent, the Agent may (but
shall not be obligated to) make such amount available to the Company, and such
Lender and the Company severally agree to pay to the Agent forthwith on demand
such amount together with interest thereon, for each day from the date such
amount is made available to the Company by the Agent until the date such amount
is repaid to the Agent, at a rate per annum equal to, in the case of the
Company, the interest rate applicable to such Borrowing during such period and,
in the case of any Revolving Lender, at the Federal Funds Rate for the first
five days and at the interest rate applicable to such Borrowing thereafter. If
such Lender shall pay such amount to the Agent together with interest, such
amount so paid shall constitute a Revolving Credit Loan by such Lender as a part
of such Borrowing for purposes of this Agreement. The failure of any Revolving
Lender to make its pro rata portion of any such Borrowing available to the Agent
shall not relieve any other Revolving Lender of its obligations to make
available its pro rata portion of such Borrowing on the date such Borrowing is
requested to be made, but no Revolving Lender shall be responsible for failure
of any other Revolving Lender to make such pro rata portion available to the
Agent on the date of any such Borrowing.

          (c)   All Loans shall be evidenced by the Notes and all such Loans
shall be due and payable and bear interest as provided in Article III. Each
Lender and the Agent is hereby authorized by the Company to record on the
schedule attached to the Notes, or in its books and records, the date, and
amount and type of each Loan and the duration of the related LIBOR Interest
Period (if applicable), the amount of each payment or prepayment of principal
thereon (if applicable), and the other information provided for on such
schedule, which schedule or books and records, as the case may be, shall
constitute prima facie evidence of the information so recorded, PROVIDED,
however, that failure of any Lender or the Agent to record, or any error in
recording, any such information shall not relieve the Company of its obligation
to repay the outstanding principal amount of the Loans, all accrued interest
thereon and other amounts payable with respect thereto in accordance with the
terms of the Notes and this Agreement. Subject to the terms and conditions of
this Agreement, the Company may borrow Revolving Credit Advances and under this
Section 2.4 and under Section 3.3, prepay Revolving Credit Advances and the Term
Loan pursuant to Section 3.1 and reborrow Revolving Credit Advances under this
Section 2.4. The Term Loan shall not be reborrowed in whole or in part once
repaid.

          (d)   Nothing in this Agreement shall be construed to require or
authorize any Lender to issue any Letter of Credit, it being recognized that the
Agent has the sole obligation under this Agreement to issue Letters of Credit
for the risk of the Lenders. Upon issuance of a Letter of Credit by the Agent,
and on the Closing Date with respect to each Existing Letter of Credit each
Revolving Lender shall automatically acquire a pro rata risk participation
interest in such Letter of Credit Advance or Existing Letter of Credit based on
its respective Revolving Commitment. If the Agent or Bank One shall honor a
draft or other demand for payment presented or made under any Letter of Credit
or Existing Letter of Credit, as the case may be, the Agent or Bank One shall
provide notice thereof to each Revolving Lender on the date such draft or demand
is honored unless the Company or any of its Subsidiaries shall have satisfied
its reimbursement obligation under Section 3.3 by payment to the Agent or Bank
One on such date.

                                      -35-
<Page>

Each Revolving Lender, on such date, shall make its pro rata share of the amount
paid by the Agent or Bank One available in immediately available funds at the
principal office of the Agent for the account of the Agent, or, to the extent of
payments made by Bank One with respect to Existing Letters of Credit, for the
account of Bank One. If and to the extent such Revolving Lender shall not have
made any required pro rata portion available to the Agent, such Revolving Lender
and the Company, unconditionally and irrevocably, severally agree to pay to the
Agent forthwith on demand such amount together with interest thereon, for each
day from the date such amount was paid by the Agent or Bank One until such
amount is so made available to the Agent for its own account or for the account
of Bank One, as the case may be, at a per annum rate equal to the interest rate
applicable during such period to the related Revolving Credit Loan disbursed
under Section 3.3 in respect of the reimbursement obligation of the Company. If
such Revolving Lender shall pay such amount to the Agent together with such
interest, if any, accrued, such amount so paid shall constitute a Revolving
Credit Loan by such Revolving Lender as part of the Revolving Credit Borrowing
disbursed in respect of the reimbursement obligation of the Company under
Section 3.3 for purposes of this Agreement. The failure of any Revolving Lender
to make its pro rata portion of any such amount paid by the Agent available to
the Agent or Bank One shall not relieve any other Revolving Lender of its
obligation to make available its pro rata portion of such amount, but no
Revolving Lender shall be responsible for failure of any other Revolving Lender
to make such pro rata portion available to the Agent. Notwithstanding anything
herein to the contrary, it is acknowledged and agreed that Letters of Credit
hereunder and Existing Letters of Credit may be or have been issued for the
account of any of the Subsidiaries of the Company, provided that for all
purposes of this Agreement both the Company and such Subsidiary shall be deemed
the account party thereon and shall be jointly and severally liable for all
obligations in connection therewith and the Company shall have obtained an
agreement from such Subsidiary that such Subsidiary shall be bound all of the
terms and provisions of this Agreement with respect to Letters of Credit and
Existing Letters of Credit, such agreement to be in form of substance
satisfactory to the Agent.

     2.5  CONDITIONS FOR TERM LOAN AND FIRST DISBURSEMENT. The obligation of
the Bank One to incur the Term Loan, and the obligation of the Revolving Lenders
to make the first Revolving Credit Advance hereunder are subject to receipt by
each Lender and the Agent of the following documents and completion of the
following matters, in form and substance satisfactory to each Lender and the
Agent:

          (a)   CHARTER DOCUMENTS. Certificates of recent date of the
appropriate authority or official of the Company's and each Guarantor's
respective jurisdiction of organization listing all charter documents of the
Company or each Guarantor, respectively, on file in that office and certifying
as to the good standing and existence of the Company and each Guarantor,
respectively, together with copies of such charter documents of the Company or
each Guarantor certified as of a recent date by such authority or official and
certified as true and correct as of the Effective Date by a duly authorized
officer of the Company or such Guarantor, respectively;

          (b)   GOVERNING DOCUMENTS AND CORPORATE AUTHORIZATIONS. Copies of the
by-laws of the Company and by-laws, partnership agreement or operating agreement
of each

                                      -36-
<Page>

Guarantor together with all authorizing resolutions and evidence of other action
taken by the Company and each Guarantor to authorize the execution, delivery and
performance by the Company and each Guarantor of this Agreement, the Notes and
the Security Documents to which the Company or such Guarantor, respectively, is
a party and the consummation by the Company or such Guarantor, respectively, of
the transactions contemplated hereby or thereby, certified as true and correct
as of the Effective Date by a duly authorized officer of the Company or each
Guarantor, respectively;

          (c)   INCUMBENCY CERTIFICATE. Certificates of incumbency of the
Company and each Guarantor containing, and attesting to the genuineness of, the
signatures of those officers, partners, managers or members, as the case may be,
authorized to act on behalf of the Company or such Guarantor in connection with
this Agreement, the Notes and the Security Documents to which the Company and
such Guarantor is a party and the consummation by the Company or such Guarantor
of the transactions contemplated hereby or thereby, certified as true and
correct as of the Effective Date by a duly authorized officer of the Company and
such Guarantor;

          (d)   THIS AGREEMENT. This Agreement duly executed on behalf of each
party hereto;


          (e)   NOTES. The Notes duly executed on behalf of the Company for each
Lender;

          (f)   SECURITY DOCUMENTS. The Security Documents duly executed on
behalf of the Company and the Guarantors, as the case may be, granting to the
Lenders and the Agent the collateral and security intended to be provided
pursuant to Section 2.10, together with:

                (i)    RECORDING, FILING, ETC. Recordation, filing and other
action (including payment of any applicable taxes or fees) in such jurisdictions
as the Lenders or the Agent may deem necessary or appropriate with respect to
the Security Documents, including the filing of in-lieu financing statements and
similar documents which the Lenders or the Agent may deem necessary or
appropriate to create, preserve or perfect the liens, security interests and
other rights intended to be granted to the Lenders or the Agent thereunder,
together with Uniform Commercial Code record searches in such offices as the
Lenders or the Agent may request; and

                (ii)   CASUALTY AND OTHER INSURANCE. Evidence that the casualty
and other insurance and any accompanying certificates of insurance and loss
payable endorsements required pursuant to Section 5.1(c), hereof or the Security
Documents are in full force and effect;

          (g)   LEGAL OPINIONS. The favorable written opinion of counsel for the
Company and each Guarantor, substantially in the form of Exhibit H attached
hereto;

          (h)   CONSENTS, APPROVALS, ETC. Copies of all governmental and
nongovernmental consents, approvals, authorizations, declarations, registrations
or filings, if any, required on the part of the Company or any Guarantor in
connection with the execution, delivery and performance of the Loan Documents or
the transactions contemplated hereby or as a condition to the legality, validity
or enforceability of, the Loan Documents, certified as true and

                                      -37-
<Page>

correct and in full force and effect as of the Effective Date by a duly
authorized officer of the Company, or if none are required, a certificate of
such officer to that effect.

          (i)   SUBORDINATED DEBT AND PREFERRED STOCK. Evidence satisfactory to
the Agent that the Company has (i) incurred Subordinated Debt pursuant to the
issuance of the Subordinated Notes in an aggregate amount equal to or greater
than $45,500,000, which Subordinated Debt shall have been secured only on terms
and conditions acceptable to the Lenders, (ii) exchanged a minimum of
$24,500,000 of the proceeds of the Subordinated Notes for a minimum of
$35,000,000 in face value of the Existing Subordinated Notes, and (iii)
exchanged a minimum of $35,000,000 in face value of the Existing Subordinated
Notes for the Series D Preferred Stock, all in accordance with the Subordinated
Note Documents and applicable Preferred Stock Documents, and copies of all
Subordinated Debt Documents and Preferred Stock Documents shall have been
delivered to the Agent and approved by the Agent and all transactions
contemplated pursuant to such Subordinated Debt Documents and Preferred Stock
Documents shall have been completed;

          (j)   REDEMPTION OF PREFERRED STOCK AND PARENT'S SENIOR DISCOUNT
NOTES. Evidence satisfactory to the Agent that (i) the Company has used a
maximum of $1,500,000 of the proceeds from the Subordinated Notes to redeem not
less than 1.5 shares of Series C Preferred Stock owned by the Parent, and
(ii) that the Parent will use, or return to the Company, 100% of the proceeds
described in the foregoing phrase (i) within 180 days of the Effective Date to
repurchase and retire a portion of the Parent's Senior Discount Notes;

          (k)   REDUCTION OF EXISTING CREDIT FACILITY. The Company shall have
used a minimum of $9,500,000 of the proceeds from the Subordinated Notes to
reduce the outstanding principal amount of the Indebtedness to the Lenders
pursuant to the Existing Credit Facility;

          (l)   DEFERMENT OF PARENT'S SENIOR DISCOUNT NOTES. The Company shall
have obtained a written agreement, satisfactory to the Agent and the Lenders,
from the holders of a minimum of $35,000,000 in face value of the Parent's
Senior Discount Notes that payments of principal and interest on such notes
shall be waived as to the holders of such notes until at least 366 days after
the Term Loan Termination Date;

          (m)   PARENT INDEBTEDNESS. The Company shall cause the Parent to
certify to the Agent on the Closing Date as follows: (i) SCHEDULE 2.5(m) lists
all the Indebtedness of the Parent (excluding Indebtedness of the Company),
(ii) the Company has no liability or obligation for payment or performance of
such Indebtedness, and (iii) the Parent or the Company shall give the Agent
prior written notice of (A) any modification to the terms of such Indebtedness
which may make clause (ii) hereof incorrect, and (B) the incurrence of any
additional Indebtedness (along with a new certification in accordance with the
terms of this Section 2.5(m) with respect to such new Indebtedness);

          (n)   PAYMENTS. Evidence satisfactory to the Agent that all transfers
of funds, payments of fees pursuant to Section 2.3 and other fees and payments
described on SCHEDULE 4.7 are being accomplished simultaneously, or at such
other time as noted on SCHEDULE 4.7, with the

                                      -38-
<Page>

first Revolving Credit Advance hereunder, including without limitation the
payment in full of all Indebtedness and other liabilities of the Company to Bank
One pursuant to the Existing Credit Agreement to the extent such Indebtedness
and liabilities exceed its Term Loan Commitment hereunder, and the termination
of all commitments to lend relating to the Existing Credit Agreement, as
described on SCHEDULE 4.7;

          (o)   DUE DILIGENCE. The Agent shall have received and be satisfied
with all litigation searches, Uniform Commercial Code lien searches, a review of
all material contracts and Contingent Liabilities, and all other due diligence
and investigation required by the Agent;

          (p)   CERTIFICATES. The Agent shall have received, in form and
substance satisfactory to the Agent, (i) the Pro Forma Financial Statements, and
(ii) a solvency certificate as of the Closing Date in form and substance
satisfactory to the Agent, both certified by the chief financial officer of the
Company; and

          (q)   OTHER CONDITIONS. Such other documents and completion of such
other matters as the Agent may reasonably request, including without limitation
copies of all final projections and financial statements.

     2.6  FURTHER CONDITIONS FOR DISBURSEMENT. The obligation of the Lenders to
make the Term Loan or any Revolving Credit Advance (including the first
Revolving Credit Advance), or any continuation or conversion under Section 2.7,
is further subject to the satisfaction of the following conditions precedent:

          (a)   The representations and warranties contained in Article IV
hereof and in the Security Documents shall be true and correct on and as of the
date such Term Loan or Revolving Credit Advance, or continuation or conversion,
is made (before and after such Term Loan or Revolving Credit Advance, or
continuation or conversion, is made) as if such representations and warranties
were made on and as of such date;

          (b)   No Event of Default or Unmatured Event shall exist or shall have
occurred and be continuing on the date such Term Loan or Revolving Credit
Advance, or continuation or conversion, is made and the making of such Term Loan
or Revolving Credit Advance, or continuation or conversion, shall not cause an
Event of Default or Unmatured Event;

          (c)   In addition to all other applicable conditions, in the case of
any Letter of Credit Advance, the Company shall have delivered to the Agent
issuing the related Letter of Credit an application for such Letter of Credit
and other related documentation requested by and acceptable to the Agent
appropriately completed and duly executed on behalf of the Company; and

          (d)   As to any Revolving Credit Advances requested as of March 31,
2002 and thereafter, the Company shall have moved all of its and its
Subsidiaries' disbursement accounts to LaSalle, and otherwise established
LaSalle as its primary depository bank and provider of cash management services,
notwithstanding that the Company and its Subsidiaries may maintain (i) account
number 574332292 with Firstar Bank, NA for collection of credit card receipts,

                                      -39-
<Page>

PROVIDED, that such account is swept daily to a concentration account in the
name of the Company maintained at LaSalle, (ii) local depository and
disbursement accounts with other financial institutions in Canada, as necessary
to the conduct of the Company's or its Subsidiaries' business there, and
(iii) local depository and disbursement accounts in the United States of America
as necessary to pay payroll expenses or otherwise necessary to the conduct of
business, in the locations where the Company or its Subsidiaries are doing
business, PROVIDED, that with respect to any local depository accounts not
maintained at LaSalle, such accounts are swept (net of amounts necessary to pay
payroll expenses) daily, where daily electronic wire transfers are available and
cost effective, to a concentration account maintained at LaSalle, or are swept
(net of amounts necessary to pay payroll expenses) to such concentration account
no less often than three times a week where daily wire transfers are not
available or are not cost effective. LaSalle shall use commercially reasonable
efforts to cooperate with the Company in complying with this subsection 2.6(c).

     2.7  SUBSEQUENT ELECTIONS AS TO BORROWINGS. The Company may elect (a) to
continue a LIBOR Borrowing, or a portion thereof, as a LIBOR Borrowing, or
(b) may elect to convert a LIBOR Borrowing of one type, or a portion thereof, to
an Adjusted Corporate Base Rate Borrowing, or (c) elect to convert an Adjusted
Corporate Base Rate Borrowing, or a portion thereof, to a LIBOR Borrowing, in
each case by giving notice thereof to the Agent in substantially the form of
Exhibit I hereto not later than 11:00 a.m. Chicago time three LIBOR Business
Days prior to the date any such continuation of or conversion to a LIBOR
Borrowing is to be effective and not later than noon Chicago time on the
Business Day such conversion is to be effective in all other cases, provided
that an outstanding LIBOR Borrowing may only be continued or converted on the
last day of the then current LIBOR Interest Period with respect to such
Borrowing, and provided, further, if a continuation of a Borrowing as, or a
conversion of a Borrowing to, a LIBOR Borrowing is requested, such notice shall
also specify the LIBOR Interest Period to be applicable thereto upon such
continuation or conversion. The Agent, reasonably promptly on the Business Day
such notice is given, shall provide notice of such election to the Revolving
Lenders. If the Company shall not timely deliver such a notice with respect to
any outstanding LIBOR Borrowing, the Company shall be deemed to have elected to
convert such LIBOR Borrowing to an Adjusted Corporate Base Rate Borrowing on the
last day of the then current LIBOR Interest Period with respect to such
Borrowing.

     2.8  LIMITATION OF REQUESTS AND ELECTIONS. Notwithstanding any other
provision of this Agreement to the contrary, if, upon receiving a request for a
LIBOR Borrowing pursuant to Section 2.4, or a request for a continuation of a
LIBOR Borrowing, or a request for a conversion of an Adjusted Corporate Base
Rate Borrowing to a LIBOR Borrowing pursuant to Section 2.7, (a) in the case of
any LIBOR Borrowing, deposits in Dollars for periods comparable to the LIBOR
Interest Period elected are not available to any Lender in the relevant
interbank market, or (b) the applicable interest rate will not adequately and
fairly reflect the cost to any Lender of making, funding or maintaining the
related LIBOR Borrowing or (c) by reason of national or international financial,
political or economic conditions or by reason of any applicable law, treaty,
rule or regulation (whether domestic or foreign) now or hereafter in effect, or
the interpretation or administration thereof by any governmental authority
charged with the interpretation or administration thereof, or compliance by any
Lender with any guideline, request

                                      -40-
<Page>

or directive of such authority (whether or not having the force of law),
including without limitation exchange controls, it is impracticable, unlawful or
impossible for any Lender (i) to make or fund the relevant LIBOR Borrowing or
(ii) to continue such LIBOR Borrowing or (iii) to convert a Borrowing to such a
LIBOR Borrowing, then the Company shall not be entitled, so long as such
circumstances continue, to request a LIBOR Borrowing pursuant to Section 2.4 or
a continuation of or conversion to a LIBOR Borrowing pursuant to Section 2.7. In
the event that such circumstances no longer exist, the Lenders shall again,
subject to the terms and conditions hereof, provide LIBOR Borrowings pursuant to
Section 2.4, and requests for continuations of and conversions to LIBOR
Borrowings of the affected type pursuant to Section 2.7.

     2.9  MINIMUM AMOUNTS; LIMITATION ON NUMBER OF BORROWINGS. Except for (a)
Revolving Credit Advances and conversions thereof which exhaust the entire
remaining amount of the Revolving Commitments, (b) prepayment of the Term Loan
permitted by this Agreement, and (c) payments required pursuant to Section 3.8,
each Borrowing and each continuation or conversion pursuant to Section 2.7 and
each prepayment thereof shall be in a minimum amount of, in the case of LIBOR
Borrowings, $2,000,000 and in integral multiples of $500,000, and in the case of
Adjusted Corporate Base Rate Borrowings, $250,000 and in integral multiples of
$50,000. No more than five LIBOR Interest Periods shall be permitted to exist at
any one time with respect to all Revolving Credit Advances outstanding hereunder
from time to time.

     2.10 SECURITY AND COLLATERAL. To secure the payment when due of the Notes
and all other obligations of the Company under this Agreement to the Lenders and
the Agent, the Company shall execute and deliver, or cause to be executed and
delivered, to the Lenders and the Agent, Security Documents granting the
following:

          (a)   Security interests in all present and future accounts,
inventory, equipment, fixtures and all other personal property of the Company
and each Guarantor;

          (b)   Mortgage liens on all real property and fixtures, if any, owned
by the Company and each Guarantor;

          (c)   Pledges of all Capital Stock owned by the Company or any
Guarantor (other than Parent), provided that (i) the amount of Capital Stock of
any Foreign Subsidiary pledged to the Agent shall not exceed 65% of the
aggregate Capital Stock of such Foreign Subsidiary and (ii) the Company shall
not be required to pledge the Capital Stock of Atrium Parking, Inc., a Delaware
corporation, and (iii) the Company shall not be required to pledge the Capital
Stock of any future Domestic Subsidiary so long as those entities do not have
any assets or operations valued in excess of $100,000, all subject to certain
other exclusions and the further terms and conditions of the Security Documents;

          (d)   Guaranties of all Guarantors;

          (e)   Pledges of all Capital Stock (other than the Preferred Stock)
owned by the Parent; and

          (f)   All other security and collateral described in the Security
Documents.

                                      -41-
<Page>

Notwithstanding the foregoing, it is acknowledged and agreed that the Company
and the Guarantors shall not be required to grant a lien or security interest on
any assets to the extent such assets are specifically excluded from the
collateral pursuant to the terms of the Security Agreements.

                                   ARTICLE III

PAYMENTS AND PREPAYMENTS OF ADVANCES

     3.1  PRINCIPAL PAYMENTS.

          (a)   Unless earlier payment is permitted or required under this
Agreement, the Company shall pay to the Agent, for the benefit of the Lenders,
(i) on the Revolving Credit Termination Date, the entire outstanding principal
amount of the Revolving Credit Advances, (ii) on or before December 31, 2002,
$5,000,000 of the outstanding principal balance of the Term Loan, and (iii) on
the Term Loan Termination Date, the entire outstanding principal amount of the
Term Loan. If the Revolving Credit Advances at any time exceed the amount
allowed pursuant to Section 2.1(c), the Company shall prepay the Revolving
Credit Advances by an amount equal to or, at its option, greater than such
excess.

          (b)   The Company may at any time and from time to time prepay all or
a portion of the Revolving Credit Loans, without premium or penalty, provided
that (i) the Company may not prepay any portion of any Revolving Credit Loan as
to which an election of or a conversion to a LIBOR Loan is pending pursuant to
Section 2.7, and (ii) the Company shall comply with all requirements of Section
3.9 in connection with any payment of any LIBOR Loan. The Company shall not
prepay the Term Loan at any time prior to the repayment in full of the Revolving
Credit Advances and the termination of the Revolving Commitments, unless the
Agent shall otherwise agree.

     3.2  INTEREST PAYMENTS. The Company shall pay interest to the Agent, on
behalf of the Lenders, on the unpaid principal amount of each Loan, for the
period commencing on the Closing Date (or if later, the date such Loan is made)
until such Loan is paid in full, on each Interest Payment Date and at maturity
(whether at stated maturity, by acceleration or otherwise), and thereafter on
demand, at the following rates per annum:

          (a)   During such periods that any Revolving Credit Loan is an
Adjusted Corporate Base Rate Loan, the Adjusted Corporate Base Rate.

          (b)   During such periods that any Revolving Credit Loan is a LIBOR
Loan, the LIBOR applicable to such Revolving Credit Loan for each related LIBOR
Interest Period, plus the Applicable Margin.

          (c)   With respect to the Term Loan, interest shall accrue commencing
on the Closing Date:

                                      -42-
<Page>

                (i)    at the rate of 91/2% per annum, payable in arrears on
each Interest Payment Date (the "Payable Interest Rate"), plus

                (ii)   3 1/2 % per annum, which shall not be compounded, and
which shall be payable only on the Term Loan Termination Date or earlier
maturity, whether pursuant to permitted prepayment, acceleration or otherwise
(the "Accruing Interest Rate").

Notwithstanding the foregoing paragraphs (a), (b) and (c), but subject to other
terms contained herein regarding the relative rights of the Lenders to payment
of interest upon and during the continuance of any Event of Default, the Company
shall pay interest on demand at the Overdue Rate on the outstanding principal
amount of any Loan and any other amount payable by the Company hereunder (other
than interest) upon and during the continuance of any Event of Default if
required by the Required Lenders, or by Bank One with respect to its Lender
Indebtedness, provided that the Company shall automatically pay interest on
demand at the Overdue Rate on the outstanding principal amount of any Loan and
any other amount payable by the Company hereunder (other than interest) if the
Loans become due and payable at any time for any reason.

     3.3  Letter of Credit Reimbursement Payments.

          (a)   (i)    The Company agrees to pay to the Agent, not later than
1:00 p.m. Chicago time on the date on which the Agent shall honor a draft or
other demand for payment presented or made under any Letter of Credit, or shall
pay to Bank One not later than 1:00 p.m. Chicago time on the date on which Bank
One shall honor a draft or other demand for payment presented or made under any
Existing Letter of Credit, an amount equal to the amount paid by the Agent in
respect of such draft or other demand under any such Letter of Credit or by Bank
One in respect of such draft or other demand under any such Existing Letter of
Credit, and all reasonable expenses paid or incurred by the Agent or Bank One
relative thereto (the "Reimbursement Amount"). The Agent shall, on the date of
each demand for payment under any Letter of Credit issued by the Agent, give the
Company notice thereof and Bank One shall, on the date of each demand for
payment under any Existing Letter of Credit, give the Agent and the Company
notice thereof and, in each case, of the amount of the Company's reimbursement
obligation and liability for expenses relative thereto; provided that the
failure of the Agent or Bank One to give any such notice shall not affect the
reimbursement and other obligations of the Company under this Section 3.3.
Unless the Company shall have made such payment to the Agent, or to Bank One
with respect to any Existing Letter of Credit, on such day, upon each such
payment by the Agent, or by Bank One with respect to any Existing Letter of
Credit, the Company shall be deemed to have elected to satisfy its reimbursement
obligation by an Adjusted Corporate Base Rate Borrowing in an amount equal to
the amount so paid by the Agent in respect of such draft or other demand under
such Letter of Credit, or by Bank One in respect of any Existing Letter of
Credit, and the Agent shall be deemed to have disbursed to the Company, for the
account of the Revolving Lenders, the Adjusted Corporate Base Rate Loans
comprising such Adjusted Corporate Base Rate Borrowing, and each Lender holding
a Revolving Commitment shall make its share of each such Adjusted Corporate Base
Rate Borrowing

                                      -43-
<Page>

available to the Agent for its own account or, to the extent of any payment made
by Bank One with respect to any Existing Letters of Credit, for the account of
Bank One, in accordance with this Agreement. Such Adjusted Corporate Base Rate
Loans shall be deemed disbursed notwithstanding any failure to satisfy any
conditions for disbursement of any Revolving Credit Loan and, to the extent of
the Adjusted Corporate Base Rate Loans so disbursed, the reimbursement
obligation of the Company with respect to such Letter of Credit or Existing
Letter of Credit under this subsection (a)(i) shall be deemed satisfied.

                (ii)   If, for any reason (including without limitation as a
result of the occurrence of an Event of Default with respect to the Company
pursuant to Section 6.1(h)), Adjusted Corporate Base Rate Loans may not be made
by the Lenders as described in subsection (a)(i) of this Section 3.3, (A) the
Company agrees that each Reimbursement Amount not paid pursuant to the first
sentence of subsection (a)(i) of this Section 3.3 shall bear interest, payable
on demand by the Agent or, with respect to any Existing Letters of Credit, Bank
One, at the interest rate then applicable to Adjusted Corporate Base Rate Loans,
and (B) effective on the date each such Adjusted Corporate Base Rate Loan would
otherwise have been made with respect to any Letter of Credit or Existing Letter
of Credit, each Lender holding a Revolving Commitment severally agrees that it
shall unconditionally and irrevocably, without regard to the occurrence of any
Event of Default or Unmatured Event to the extent of such Lender's pro rata
share (based on the percentage of the aggregate Revolving Commitments of all
Revolving Lenders then constituted by such Lender's Revolving Commitment)
purchase a participating interest in each Reimbursement Amount. Each such Lender
will immediately transfer to the Agent, in same day funds, the amount of its
participation for its own account or, to the extent of any payment made by Bank
One with respect to any Existing Letters of Credit, for the account of Bank One.
Each such Lender shall share on a pro rata basis in any interest which accrues
thereon and in all repayments thereof. If and to the extent that any such Lender
shall not have so made the amount of such participating interest available to
the Agent, such Lender agrees to pay to the Agent for its own account or, to the
extent of any payment made by Bank One with respect to any Existing Letters of
Credit, for the account of Bank One, forthwith on demand such amount together
with interest thereon, for each day from the date of demand by the Agent until
the date such amount is paid to the Agent, at the Federal Funds Rate for the
first five days after such demand and at the Overdue Rate thereafter.

                (iii)  Each Lender holding a Revolving Commitment shall be
obligated, absolutely and unconditionally to make Adjusted Corporate Base Rate
Loans pursuant to Section 3.3(a)(i), and to purchase and fund participation
interests in Letters of Credit and Existing Letters of Credit pursuant to
Section 2.4(d) and 3.3(a)(ii), and such obligation shall not be affected by any
circumstance whatsoever, including, without limitation, (i) any set off,
counterclaim, recoupment, defense or other right which such Lender or the
Company may have against the Agent, Bank One, the Company or anyone else for any
reason whatsoever, (ii) the occurrence of any Event of Default or Unmatured
Event, (iii) any adverse change in the condition (financial or otherwise) of the
Company or any of its Subsidiaries, (iv) any breach of this Agreement by the
Company, any of its Subsidiaries, the Agent, Bank One or any other Lender, or
(v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing, including without limitation any termination or
other limitation on the Revolving Commitments

                                      -44-
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or any failure to satisfy any conditions precedent to any Revolving Credit
Advance contained herein or any other provision of this Agreement.

          (b)   The reimbursement obligation of the Company under this
Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in
full force and effect until all reimbursement obligations of the Company to the
Revolving Lenders hereunder shall have been satisfied, and such obligations of
the Company shall not be affected, modified or impaired upon the happening of
any event, including without limitation, any of the following, whether or not
with notice to, or the consent of, the Company:

                (i)    Any lack of validity or enforceability of any Letter of
Credit or Existing Letter of Credit or any documentation relating to any Letter
of Credit or Existing Letter of Credit or to any transaction related in any way
to any Letter of Credit or Existing Letter of Credit (the "Letter of Credit
Documents").

                (ii)   Any amendment, modification, waiver, consent, or any
substitution, exchange or release of or failure to perfect any interest in
collateral or security, with respect to any of the Letter of Credit Documents;

                (iii)  The existence of any claim, setoff, defense or other
right which the Company may have at any time against any beneficiary or any
transferee of any Letter of Credit or Existing Letter of Credit (or any Persons
or entities for whom any such beneficiary or any such transferee may be acting),
the Agent, Bank One or any Lender or any other Person or entity, whether in
connection with any of the Letter of Credit Documents, the transactions
contemplated herein or therein or any unrelated transactions;

                (iv)   Any draft or other statement or document presented under
any Letter of Credit or Existing Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect;

                (v)    Payment by the Agent or Bank One to the beneficiary under
any Letter of Credit or Existing Letter of Credit against presentation of
documents which do not comply with the terms of the Letter of Credit or Existing
Letter of Credit, including failure of any documents to bear any reference or
adequate reference to such Letter of Credit or Existing Letter of Credit;

                (vi)   Any failure, omission, delay or lack on the part of the
Agent or any Lender or any party to any of the Letter of Credit Documents to
enforce, assert or exercise any right, power or remedy conferred upon the Agent,
Bank One any Lender or any such party under this Agreement or any of the Letter
of Credit Documents, or any other acts or omissions on the part of the Agent,
any Lender or any such party; or

                (vii)  Any other event or circumstance that would, in the
absence of this clause, result in the release or discharge by operation of law
or otherwise of the Company from the performance or observance of any
obligation, covenant or agreement contained in this Section 3.3.

                                      -45-
<Page>

No setoff, counterclaim, reduction or diminution of any obligation or any
defense of any kind or nature which the Company has or may have against the
beneficiary of any Letter of Credit or Existing Letter of Credit shall be
available hereunder to the Company against the Agent, Bank One or any Lender.
Nothing in this Section 3.3 shall limit the liability, if any, of the Revolving
Lenders to the Company pursuant to Section 3.3(c).

          (c)   The Company hereby indemnifies and agrees to hold harmless the
Lenders, the Agent, Bank One and their respective officers, directors, employees
and agents, harmless from and against any and all claims, damages, losses,
liabilities, costs or expenses of any kind or nature whatsoever which the
Lenders, the Agent, Bank One or any such Person may incur or which may be
claimed against any of them by reason of or in connection with any Letter of
Credit or Existing Letter of Credit, and neither any Lender, the Agent, Bank One
nor any of their respective officers, directors, employees or agents shall be
liable or responsible for: (i) the use which may be made of any Letter of Credit
or Existing Letter of Credit or for any acts or omissions of any beneficiary in
connection therewith; (ii) the validity, sufficiency or genuineness of documents
or of any endorsement thereon, even if such documents should in fact prove to be
in any or all respects invalid, insufficient, fraudulent or forged; (iii)
payment by the Agent or Bank One to the beneficiary under any Letter of Credit
or Existing Letter of Credit against presentation of documents which do not
comply with the terms of such Letter of Credit or Existing Letter of Credit,
including failure of any documents to bear any reference or adequate reference
to such Letter of Credit or Existing Letter of Credit; (iv) any error, omission
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of Credit or Existing
Letter of Credit; or (v) any other event or circumstance whatsoever arising in
connection with any Letter of Credit or Existing Letter of Credit; provided,
however, that the Company shall not be required to indemnify the Lenders, the
Agent, Bank One and such other Persons, and the Agent, Bank One and the
Revolving Lenders shall be severally liable to the Company to the extent, but
only to the extent, of any direct, as opposed to consequential or incidental,
damages suffered by the Company which were caused by (A) the Agent's (or Bank
One's) wrongful dishonor of any Letter of Credit or Existing Letter of Credit
after the presentation to it by the beneficiary thereunder of a draft or other
demand for payment and other documentation strictly complying with the terms and
conditions of such Letter of Credit or Existing Letter of Credit, or (B) the
payment by the Agent (or Bank One) to the beneficiary under any Letter of Credit
or Existing Letter of Credit against presentation of documents which do not
comply with the terms of the Letter of Credit or Existing Letter of Credit to
the extent, but only to the extent, that such payment constitutes gross
negligence or wilful misconduct of the Agent (or Bank One, as applicable),
provided that none of the Agent, Bank One, any Lender holding a Revolving
Commitment or any such Person shall have the right to be indemnified hereunder
for its own gross negligence or wilful misconduct as determined by a court of
competent jurisdiction. It is understood that in making any payment under a
Letter of Credit or Existing Letter of Credit the Agent or Bank One will rely on
documents presented to it under such Letter of Credit or Existing Letter of
Credit as to any and all matters set forth therein without further investigation
and regardless of any notice or information to the contrary, and such reliance
and payment against documents presented under a Letter of Credit or Existing
Letter of Credit substantially complying with the terms thereof shall not be
deemed gross negligence or wilful misconduct of the Agent or Bank One in
connection

                                      -46-
<Page>

with such payment. It is further acknowledged and agreed that the Company may
have rights against the beneficiary or others in connection with any Letter of
Credit or Existing Letter of Credit with respect to which the Revolving Lenders,
Bank One or the Agent are alleged to be liable and it shall be a precondition of
the assertion of any liability of the Revolving Lenders, Bank One or the Agent
under this Section that the Company shall first have exhausted all remedies in
respect of the alleged loss against such beneficiary and any other parties
obligated or liable in connection with such Letter of Credit or Existing Letter
of Credit and any related transactions.

     3.4  PAYMENT METHOD.

          (a)   All payments to be made by the Company hereunder will be made in
Dollars and in immediately available funds to the Agent for the account of the
Lenders at its address set forth on the signature pages not later than 1:00 p.m.
Chicago time on the date on which such payment shall become due. Payments
received after 1:00 p.m. Chicago time shall be deemed to be payments made prior
to 1:00 p.m. Chicago time on the next succeeding Business Day. The Company
hereby authorizes the Agent to charge its account with the Agent in order to
cause timely payment of principal, interest and fees due under Section 2.3 to be
made (subject to sufficient funds being available in such account for that
purpose).

          (b)   At the time of making each such payment, the Company shall,
subject to the other terms and conditions of this Agreement, specify to the
Agent that Revolving Credit Advance, portion of the Term Loan, accrued and
payable interest, or other obligation of the Company hereunder to which such
payment is to be applied. In the event that the Company fails to so specify the
relevant obligation, the Agent may apply such payments to any principal,
interest, fees or expenses that are then due and payable as it may determine, or
if the Loans shall have become due and payable, the Agent shall apply such
payments in accordance with Section 6.3 hereof.

          (c)   On the day such payments are deemed received, the Agent shall
remit to the Lenders their pro rata shares of such payments in immediately
available funds, (i) in the case of payments of principal and interest on any
Borrowing, determined with respect to each such Lender by the ratio which the
outstanding principal balance of its Revolving Credit Loan included in such
Borrowing bears to the outstanding principal balance of the Revolving Credit
Loans of all the Lenders included in such Borrowing, (ii) in the case of the
payment of $5,000,000 of principal on or before December 31, 2002, and in the
case of payments of accrued and payable interest as required herein, on the Term
Loan, determined with respect to each such Lender by the ratio of such Lender's
share of the Term Loan to the then-outstanding aggregate principal amount of the
Term Loan, and (iii) in the case of fees paid pursuant to Section 2.3 and other
amounts payable hereunder (other than the fees payable to the Agent for its own
account pursuant to Section 2.3 and amounts payable to any Lender under
Section 3.7) determined with respect to each such Lender by the ratio which the
Commitment of such Lender bears to the Commitments of all the Lenders.

                                      -47-
<Page>

     3.5  NO SETOFF OR DEDUCTION. All payments of principal and interest on the
Loans and other amounts payable by the Company hereunder shall be made by the
Company without setoff or counterclaim, and free and clear of, and without
deduction or withholding for, or on account of, any present or future taxes,
levies, imposts, duties, fees, assessments, or other charges of whatever nature,
imposed by any governmental authority, or by any department, agency or other
political subdivision or taxing authority.

     3.6  PAYMENT ON NON-BUSINESS DAY; PAYMENT COMPUTATIONS. Except as otherwise
provided in this Agreement to the contrary, whenever any installment of
principal of, or interest on, any Loan or any other amount due hereunder becomes
due and payable on a day which is not a Business Day, the maturity thereof shall
be extended to the next succeeding Business Day and, in the case of any
installment of principal, interest shall be payable thereon at the rate per
annum determined in accordance with this Agreement during such extension.
Computations of interest and other amounts due under this Agreement shall be
made on the basis of a year of 360 days for the actual number of days elapsed,
including the first day but excluding the last day of the relevant period.

     3.7  ADDITIONAL COSTS.

          (a)   In the event that on or after the date hereof, the adoption of
or any change in any applicable law, treaty, rule or regulation (whether
domestic or foreign) now or hereafter in effect and whether or not presently
applicable to any Lender or the Agent, or any interpretation or administration
thereof by any governmental authority charged with the interpretation or
administration thereof, or compliance by any Lender or the Agent with any
guideline, request or directive of any such authority (whether or not having the
force of law), shall (i) directly affect the basis of taxation of payments to
any Lender or the Agent of any amounts payable by the Company under this
Agreement (other than taxes imposed on the overall net income of any Lender or
the Agent, by the jurisdiction, or by, any political subdivision or taxing
authority of any such jurisdiction, in which any Lender or the Agent, as the
case may be, has its principal office), or (ii) shall impose, modify or deem
applicable any reserve, special deposit or similar requirement against assets
of, deposits with or for the account of, or credit extended by any Lender or the
Agent, or (iii) shall impose any other condition with respect to this Agreement,
the Commitments, the Notes, the Loans or any Letters of Credit, and the result
of any of the foregoing (i.e., (i), (ii) or (iii)) is to increase the cost to
any Lender or the Agent, as the case may be, of making, funding or maintaining
any LIBOR Loan or any Letter of Credit or to reduce the amount of any sum
receivable by any Lender or the Agent, as the case may be, thereon, then the
Company shall pay to such Lender or the Agent, as the case may be, from time to
time, upon request by such Lender (with a copy of such request to be provided to
the Agent) or the Agent, additional amounts sufficient to compensate such Lender
or the Agent, as the case may be, for such increased cost or reduced sum
receivable to the extent, in the case of any LIBOR Loan, such Lender or the
Agent is not compensated therefor in the computation of the interest rate
applicable to such LIBOR Loan. A statement as to the amount of such increased
cost or reduced sum receivable, prepared in good faith and in reasonable detail
by such Lender or the Agent, as the case may be, and submitted by such Lender or
the Agent, as the case may be, to the Company, shall be conclusive and binding
for all purposes absent manifest error in computation.

                                      -48-
<Page>

          (b)   In the event that on or after the date hereof, the adoption of
or any change in any applicable law, treaty, rule or regulation (whether
domestic or foreign) now or hereafter in effect and whether or not presently
applicable to any Lender or the Agent, or any interpretation or administration
thereof by any governmental authority charged with the interpretation or
administration thereof, or compliance by any Lender or the Agent with any
guideline, request or directive of any such authority (whether or not having the
force of law), including any risk-based capital guidelines, affects or would
affect the amount of capital required or expected to be maintained by such
Lender or the Agent (or any corporation controlling such Lender or the Agent)
and such Lender or the Agent, as the case may be, determines that the amount of
such capital is increased by or based upon the existence of such Lender's or the
Agent's obligations hereunder and such increase has the effect of reducing the
rate of return on such Lender's or the Agent's (or such controlling
corporation's) capital as a consequence of such obligations hereunder to a level
below that which such Lender or the Agent (or such controlling corporation)
could have achieved but for such circumstances (taking into consideration its
policies with respect to capital adequacy) by an amount deemed by such Lender or
the Agent to be material, then the Company shall pay to such Lender or the
Agent, as the case may be, from time to time, upon request by such Lender (with
a copy of such request to be provided to the Agent) or the Agent, additional
amounts sufficient to compensate such Lender or the Agent (or such controlling
corporation) for any increase in the amount of capital and reduced rate of
return which such Lender or the Agent reasonably determines to be allocable to
the existence of such Lender's or the Agent's obligations hereunder. A statement
as to the amount of such compensation, prepared in good faith and in reasonable
detail by such Lender or the Agent, as the case may be, and submitted by such
Lender or the Agent to the Company, shall be conclusive and binding for all
purposes absent manifest error in computation.

          (c)   Each Lender will promptly notify the Company and the Agent of
any event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender to compensation pursuant to this Section and will designate
a different Applicable Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not in the judgment of
such Lender be otherwise disadvantageous to such Lender or contrary to its
policies.

     3.8  ILLEGALITY AND IMPOSSIBILITY. In the event that on or after the date
hereof, the adoption of or any change in any applicable law, treaty, rule or
regulation (whether domestic or foreign) or any change in any interpretation or
administration of any applicable law, treaty, rule or regulation (whether
domestic or foreign) now or hereafter in effect and whether or not presently
applicable to any Lender or the Agent, by any governmental authority charged
with the interpretation or administration thereof, or compliance by any Lender
with any guideline, request or directive or such authority (whether or not
having the force of law), including without limitation exchange controls, shall
make it unlawful or impossible for any Lender to maintain any LIBOR Loan under
this Agreement, such Lender's outstanding LIBOR Loans, if any, shall be
converted automatically to Adjusted Corporate Base Loans on the respective last
days of the then current LIBOR Interest Periods with respect to such LIBOR Loans
or within such earlier period as required by law. If any such conversion of a
LIBOR Loan occurs on a day which is not the last day of the then current LIBOR
Interest Period with respect thereto, the Company shall

                                      -49-
<Page>

pay to such Lender such amounts, if any, as may be required pursuant to Section
3.9 as if such conversion were a prepayment.

     3.9  INDEMNIFICATION. If the Company makes any payment of principal with
respect to any LIBOR Loan on any other date than the last day of a LIBOR
Interest Period applicable thereto (whether pursuant to Section 3.8, Section 6.2
or otherwise), or if the Company fails to borrow any LIBOR Loan after notice has
been given to the Lenders in accordance with Section 2.4, or if the Company
fails to make any payment of principal or interest in respect of a LIBOR Loan
when due, the Company shall reimburse each Lender on demand for any resulting
loss or expense incurred by each such Lender, including, without limitation any
loss incurred in obtaining, liquidating or employing deposits from third
parties, whether or not such Lender shall have funded or committed to fund such
Revolving Credit Loan. A statement as to the amount of such loss or expense,
prepared in good faith and in reasonable detail by such Lender and submitted by
such Lender to the Company, shall be conclusive and binding for all purposes
absent manifest error in computation. Calculation of all amounts payable to such
Lender under this Section 3.9 shall be made as though such Lender shall have
actually funded or committed to fund the relevant LIBOR Loan through the
purchase of an underlying deposit in an amount equal to the amount of such
Revolving Credit Loan and having a maturity comparable to the related LIBOR
Interest Period and through the transfer of such deposit from an offshore office
of such Lender to a domestic office of such Lender in the United States of
America; provided, however, that such Lender may fund any LIBOR Loan in any
manner it sees fit and the foregoing assumption shall be utilized only for the
purpose of calculation of amounts payable under this Section 3.9.

     3.10 SUBSTITUTION OF LENDER. If (i) the obligation of any Lender to make or
maintain LIBOR Loans has been suspended pursuant to Section 3.8 when not all
Lender's obligations have been suspended, (ii) any Lender has demanded
compensation under Section 3.7 or (iii) any Lender is a Defaulting Lender, the
Company shall have the right, if no Unmatured Event or Event of Default then
exists, to replace such Lender (a "Replaced Lender") with one or more other
lenders (collectively, the "Replacement Lender") acceptable to the Agent,
provided that (x) at the time of any replacement pursuant to this Section 3.10,
the Replacement Lender shall enter into one or more Assignment and Acceptances,
pursuant to which the Replacement Lender shall acquire the Commitments, the
outstanding Revolving Credit Advances, the Replaced Lender's pro rata portion of
the outstanding Term Loan and other obligations of the Replaced Lender and, in
connection therewith, shall pay to the Replaced Lender in respect thereof an
amount equal to the sum of (A) the amount of principal of, and all accrued
interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all
accrued, but theretofore unpaid, fees owing to the Replaced Lender under
Section 2.3 and (C) the amount which would be payable by the Company to the
Replaced Lender pursuant to Section 3.9 if the Company prepaid at the time of
such replacement all of the Loans of such Replaced Lender outstanding at such
time and (y) all obligations of the Company then owing to the Replaced Lender
(other than those specifically described in clause (x) above in respect of which
the assignment purchase price has been, or is concurrently being, deemed paid)
shall be paid in full to such Replaced Lender concurrently with such
replacement. Upon the execution of the respective Assignment and Acceptances,
the payment of amounts referred to in clauses (x) and (y) above and, if so
requested by the

                                      -50-
<Page>

Replacement Lender, delivery to the Replacement Lender of the appropriate Note
or Notes executed by the Company, the Replacement Lender shall become a Lender
hereunder and the Replaced Lender shall cease to constitute a Lender hereunder.
The provisions of this Agreement (including without limitation Sections 3.9 and
8.5) shall continue to govern the rights and obligations of a Replaced Lender
with respect to any Loans made or any other actions taken by such lender while
it was a Lender. Nothing herein shall release any Defaulting Lender from any
obligation it may have to the Company, the Agent or any other Lender.

                                   ARTICLE IV

REPRESENTATIONS AND WARRANTIES

     The Company represents and warrants that:

     4.1  CORPORATE EXISTENCE AND POWER. The Company and each Guarantor is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, and is duly qualified to do business, and is
in good standing, in all additional jurisdictions where such qualification is
necessary under applicable law, except for those jurisdictions where the failure
to so qualify or be in good standing could not reasonably be expected to result
in any Material Adverse Effect. The Company and each Guarantor has all requisite
power to own or lease the properties used in its business and to carry on its
business as now being conducted and as proposed to be conducted except where the
failure to have such power could not reasonably be expected to result in a
Material Adverse Effect, and to execute and deliver the Loan Documents to which
it is a party and to engage in the transactions contemplated by the Loan
Documents.

     4.2  CORPORATE AUTHORITY. The execution, delivery and performance by the
Company and the Guarantors of the Loan Documents to which each of them is a
party have been duly authorized by all necessary action and are not in
contravention of any law, rule or regulation, or any judgment, decree, writ,
injunction, order or award of any arbitrator, court or governmental authority,
or of the terms of the Company's or any Guarantor's organizational or governing
documents, or of any contract or undertaking to which the Company or any
Guarantor is a party or by which the Company or any Guarantor or their
respective property may be bound or affected or result in the imposition of any
Lien except for Permitted Liens.

     4.3  BINDING EFFECT. The Loan Documents to which the Company or any
Guarantor is a party are the legal, valid and binding obligations of the Company
and the Guarantors, respectively, enforceable against the Company and the
Guarantors in accordance with their respective terms, subject to the effect of
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the rights of creditors generally and to general principles of equity.

     4.4  SUBSIDIARIES. SCHEDULE 4.4 hereto correctly sets forth the legal name,
jurisdiction of organization and ownership of each Subsidiary and Joint Venture
of the Company. Each such Subsidiary and Joint Venture is, and each Person
becoming a Subsidiary or Joint Venture of the Company after the date hereof will
be a corporation, partnership or limited liability company

                                      -51-
<Page>

duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization and is and will be duly qualified
to do business in each additional jurisdiction where such qualification is or
may be necessary under applicable law, except for those jurisdictions where the
failure to so qualify or be in good standing could not reasonably be expected to
result in any Material Adverse Effect. Each Subsidiary and Joint Venture of the
Company has and will have all requisite power to own or lease the properties
used in its business and to carry on its business as now being conducted and as
proposed to be conducted, except where the failure to have such power could not
reasonably be expected to result in a Material Adverse Effect. All outstanding
shares of Capital Stock of each class of each Subsidiary and Joint Venture of
the Company have been and will be validly issued and are and will be fully paid
and nonassessable and, except as otherwise indicated in SCHEDULE 4.4 hereto, are
and will be owned, beneficially and of record, by the Company or another
Subsidiary of the Company free and clear of any Liens other than as permitted
under this Agreement.

     4.5  LITIGATION. Except as set forth in SCHEDULE 4.5 hereto, there is no
action, suit or proceeding pending or, to the best of the Company's knowledge,
threatened against or affecting the Company or any of its Subsidiaries or any
Guarantor before or by any court, governmental authority or arbitrator, which if
adversely decided could reasonably be expected to result, either individually or
collectively, in any Material Adverse Effect and, to the best of the Company's
knowledge, there is no basis for any such action, suit or proceeding.

     4.6  FINANCIAL CONDITION. The consolidated balance sheet of the Company and
its Subsidiaries and the consolidated statements of income, retained earnings
and cash flows of the Company and its Subsidiaries for the fiscal year ended
December 31, 2000 and reported on by Ernst & Young LLP, independent certified
public accountants, copies of which have been furnished to the Lenders, and the
consolidated balance sheet of the Company and its Subsidiaries and the
consolidated statements of income, retained earnings and cash flows of the
Company and its Subsidiaries for the fiscal quarter ended September 30, 2001
fairly present, and the financial statements of the Company and its Subsidiaries
delivered pursuant to Section 5.1(d) will fairly present, the consolidated
financial position of the Company and its Subsidiaries as at the respective
dates thereof, and the consolidated results of operations of the Company and its
Subsidiaries for the respective periods indicated, all in accordance with
Generally Accepted Accounting Principles (subject, in the case of said interim
statements, to year-end audit adjustments). The Pro Forma Financial Statements
are based on appropriate assumptions and the best information available. There
has been no Material Adverse Effect since the date of the most recent audited
financial statements of the Company, copies of which have been delivered to the
Agent pursuant to Section 5.1(d). There is no material Contingent Liability of
the Company that is not reflected in such financial statements or in the notes
thereto.

     4.7  USE OF REVOLVING CREDIT ADVANCES. The Company will use the proceeds of
the initial Revolving Credit Advances hereunder as described in SCHEDULE 4.7,
and will use all other Loans for working capital and general corporate purposes.
Neither the Company nor any of its Subsidiaries extends or maintains, in the
ordinary course of business, credit for the purpose, whether immediate,
incidental, or ultimate, of buying or carrying margin stock (within the meaning
of Regulation T, U or X of the Board of Governors of the Federal Reserve
System), and

                                      -52-
<Page>

no part of the proceeds of the Term Loan or any Revolving Credit Advance will be
used for the purpose, whether immediate, incidental, or ultimate, of buying or
carrying any such margin stock or maintaining or extending credit to others for
such purpose.

     4.8  CONSENTS, ETC. Except for such consents, approvals, authorizations,
declarations, registrations or filings delivered by the Company pursuant to
Section 2.5(h), if any, each of which is in full force and effect, no consent,
approval or authorization of or declaration, registration or filing with any
governmental authority or any non-governmental Person or entity, including
without limitation any creditor, lessor or stockholder of the Company or any of
its Subsidiaries, is required on the part of the Company or any Guarantor in
connection with the execution, delivery and performance of any Loan Document or
the transactions contemplated hereby or as a condition to the legality, validity
or enforceability of any Loan Document, which, if not obtained, received or
made, could reasonably be expected to result in a Material Adverse Effect.

     4.9  TAXES. The Company and its Subsidiaries have filed all tax returns
(federal, state and local) required to be filed and have paid all taxes shown
thereon to be due and required to be paid including interest and penalties, or
have established adequate financial reserves on their respective books and
records for payment thereof except where the failure to do so could not
reasonably be expected to result in a Material Adverse Effect. Neither the
Company nor any of its Subsidiaries knows of any actual or proposed tax
assessment or any basis therefor, and no extension of time for the assessment of
deficiencies in any federal or state tax has been granted by the Company or any
Subsidiary.

     4.10 TITLE TO PROPERTIES. Except as otherwise disclosed in the latest
balance sheet delivered pursuant to Section 4.6 or 5.1(d) of this Agreement, the
Company or one or more of its Subsidiaries have a valid and indefeasible
ownership interest in all of the properties and assets reflected in said balance
sheet and will have a valid and indefeasible ownership interest in all of the
properties and assets subsequently acquired by the Company or any Subsidiary.
All of such properties and assets are free and clear of any Lien except for
Permitted Liens. The Security Documents grant a first priority, enforceable and
perfected lien and security interest in all assets of the Company and each
Guarantor subject thereto which is not void or voidable, subject only to
Permitted Liens.

     4.11 ERISA. The Company, its Subsidiaries, the ERISA Affiliates and the
Plans are in compliance in all material respects with those provisions of ERISA
and of the Code which are applicable with respect to any Plan. No Plan has been
terminated within the past five years, and no steps have been taken to terminate
any Plan. No Prohibited Transaction and no Reportable Event has occurred with
respect to any Plan which could have a Material Adverse Effect. The Company, its
Subsidiaries and the ERISA Affiliates have met the minimum funding requirements
under ERISA and the Code with respect to each of their respective Plans, other
than obligations in the ordinary course of business to make Plan contributions
and pay PBGC premiums which have been paid when due. Assuming the funds provided
by each Lender do not constitute the plan assets of any pension plan, the
execution, delivery and performance of the Loan Documents does not constitute a
Prohibited Transaction. There is no material Unfunded

                                      -53-
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Benefit Liability with respect to any Plan. All contributions (if any) have been
made to any Multiemployer Plan that are required to be made by the Company, its
Subsidiaries, or the ERISA Affiliates, except as could not reasonably be
expected to have a Material Adverse Effect. Neither the Company, any Subsidiary
or any ERISA Affiliate has withdrawn or partially withdrawn from any
Multiemployer Plan, incurred any withdrawal liability with respect to any such
plan or received notice of any claim or demand for withdrawal liability or
partial withdrawal liability from any such plan, and no condition has occurred
which, if continued, might result in a withdrawal or partial withdrawal from any
Multiemployer Plan. Neither the Company, any Subsidiary nor any ERISA Affiliate
has received any notice that any Multiemployer Plan is in reorganization, that
increased contributions may be required in order to avoid a reduction in plan
benefits or the imposition of any excise tax, that any such Multiemployer Plan
is or has been funded at a rate less than that required by Section 412 of the
Code or Section 302 of ERISA, that any such plan is or may be terminated or that
any such plan is or may become insolvent.

     4.12 DISCLOSURE. No report or other information furnished in writing by the
Company or any Subsidiary or Guarantor to any Lender or the Agent in connection
with the negotiation or administration of this Agreement contains, to the best
of the Company's knowledge, any material misstatement of fact or omits to state
any material fact or any fact necessary to make the statements contained therein
not misleading. No Loan Document nor any other document, certificate, or report
or statement or other information furnished to any Lender or the Agent by or on
behalf of the Company or any Subsidiary or Guarantor in connection with the
transactions contemplated hereby contains any untrue statement of a material
fact or omits to state a material fact in order to make the statements contained
herein and therein not misleading. There is no fact known to the Company which
could reasonably be expected to have a Material Adverse Effect, which has not
been set forth in this Agreement or in the other documents, certificates,
statements, reports any other information furnished in writing to the Lenders by
or on behalf of the Company or any Subsidiary in connection with the
transactions contemplated hereby taken as a whole, including without limitation,
the transactions contemplated in the Subordinated Debt Documents and the
Preferred Stock Documents

     4.13 Environmental and Safety Matters.

          (a)   Except as set forth on SCHEDULE 4.13, none of the Company, its
Subsidiaries, its Joint Ventures nor (to the Company's best knowledge (without
independent investigation or inquiry) as to any operator other than the Company
and any of its Subsidiaries and Joint Ventures) any operator of the Real Estate
or any operations thereon is or, during the last three (3) years, has been in
violation, or alleged violation, of any Environmental Laws, which violation
could reasonably be expected to have a Material Adverse Effect;

          (b)   Except as set forth on SCHEDULE 4.13, neither the Company nor
any of its Subsidiaries or its Joint Ventures has received notice from any third
party including, without limitation: any federal, state or local governmental
authority, (i) that any one of them has been identified by the United States
Environmental Protection Agency ("EPA") as a potentially responsible party under
CERCLA with respect to a site listed on the National Priorities List, 40

                                      -54-
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C.F.R. Part 300 Appendix B (1986); (ii) that any hazardous waste, as defined by
42 U.S.C. Section 9601(5), any hazardous substances as defined by 42 U.S.C.
Section 9601(14), any pollutant or contaminant as defined by 42 U.S.C.
Section 9601(33) and any toxic substances, oil or hazardous materials or other
chemicals or substances regulated by any Environmental Laws (collectively,
"Hazardous Materials") which any one of them has generated, transported or
disposed of has been found at any site at which a federal, state or local agency
or other third party has conducted or has ordered that the Company or any of its
Subsidiaries or its Joint Ventures conduct a remedial investigation, removal or
other response action pursuant to any Environmental Law; or (iii) that it is or
shall be a named party to any claim, action, cause of action, complaint, or
legal or administrative proceeding (in each case, contingent or otherwise)
arising out of any third party's incurrence of costs, expenses, losses or
damages of any kind whatsoever in connection with the release of Hazardous
Materials;

          (c)   Except as set forth on SCHEDULE 4.13 attached hereto, and to the
best knowledge (without independent investigation or inquiry) of the Company as
to any actions, events or circumstances occurring or created prior to the
ownership, lease or management of any of the Real Estate by the Company or any
of its Subsidiaries or Joint Ventures, and as to any operations conducted on any
of the Real Estate by parties other than the Company or any of its Subsidiaries
or Joint Ventures: (i) no portion of the Real Estate has been used, except in
accordance with applicable Environmental Laws, for the handling, processing,
storage (including without limitation the storage of petroleum products in
vehicles parked on any of the Real Estate and storage of petroleum products in
connection with the operation of vehicle rental agencies on any of the Real
Estate) or disposal of Hazardous Materials; and no underground tank or other
underground storage receptacle for Hazardous Materials is located on any portion
of the Real Estate (including without limitation in connection with the
operation of vehicle rental agencies) which are not covered by third-party
indemnification obligations in favor of the Company, its Subsidiaries or its
Joint Ventures, (ii) in the course of any activities conducted by the Company,
its Subsidiaries or its Joint Ventures or operators of its properties, no
Hazardous Materials have been generated or are being used on the Real Estate
except in accordance with applicable Environmental Laws, (iii) there have been
no releases (i.e. any past or present releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, disposing or
dumping) or (to the Company's best knowledge) threatened releases of Hazardous
Materials on, upon, into or from the properties of the Company, its Subsidiaries
or its Joint Ventures, which releases would have a material adverse effect on
the value of any of the Real Estate or adjacent properties or the environment,
(iv) without independent investigation or inquiry, there have been no releases
on, upon, from or into any real property in the vicinity of any of the Real
Estate which, through soil or groundwater contamination, may have come to be
located on, and which would have a material adverse effect on the value of, the
Real Estate, and (v) in addition, any Hazardous Materials that have been
generated on any of the Real Estate have been transported offsite only by
carriers having an identification number issued by the EPA, treated or disposed
of only by treatment or disposal facilities maintaining valid permits as
required under applicable Environmental Laws, which transporters and facilities
have been and are operating in compliance with such permits and applicable
Environmental Laws; and

                                      -55-
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          (d)   None of the Company, its Subsidiaries, its Joint Ventures nor
any of the other Real Estate is subject to any applicable environmental law
requiring the performance of Hazardous Materials site assessments, or the
removal or remediation of Hazardous Materials, or the giving of notice to any
governmental agency or the recording or delivery to other Persons of an
environmental disclosure document or statement by virtue of the transactions set
forth herein and contemplated hereby, or as a condition to the recording of any
Security Document or to the effectiveness of any other transactions contemplated
hereby.

     4.14 NO DEFAULT. Neither the Company nor any Subsidiary, or Guarantor is in
default or has received any written notice of default under or with respect to
any of its Contractual Obligations in any respect which could reasonably be
expected to result in a Material Adverse Effect. No Unmatured Event or Event of
Default has occurred and is continuing.

     4.15 INTELLECTUAL PROPERTY. Set forth on SCHEDULE 4.15 is a complete and
accurate list of all registered patents, trademarks, trade names, service marks
and copyrights, and all applications therefor and licenses thereof, of Parent,
the Company and each of its Subsidiaries showing as of the Effective Date the
jurisdiction in which registered, the registration number and the date of
registration. Parent, the Company and each of its Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, service marks, copyrights,
technology, know-how and processes necessary for the conduct of its business as
currently conducted (the "Intellectual Property") except for those for which the
failure to own or license could not reasonably be expected to have a Material
Adverse Effect. No claim has been asserted and is pending by any Person
challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property, nor does the
Company or any of its Subsidiaries know of any valid basis for any, such claim,
the use of such Intellectual Property by the Company and each of its
Subsidiaries does not infringe on the rights of any Person, and, to the
knowledge of the Company, no Intellectual Property has been infringed,
misappropriated or diluted by any other Person except for such claims,
infringements, misappropriation and dilutions that, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

     4.16 NO BURDENSOME RESTRICTIONS. No Requirement of Law or Contractual
Obligation applicable to the Company or any Subsidiary or Guarantor could
reasonably be expected to have a Material Adverse Effect in the absence of a
default thereunder.

     4.17 LABOR MATTERS. There are no strikes or other labor disputes against
the Company or any Subsidiary pending or, to the knowledge of the Company,
threatened that (individually or in the aggregate) could reasonably be expected
to have a Material Adverse Effect. Hours worked by and payment made to employees
of the Company and its Subsidiaries have been in compliance with the Fair Labor
Standards Act, if applicable, and any other applicable Requirements of Law
dealing with such matters except where failure to so comply (individually or in
the aggregate) could not reasonably be expected to have a Material Adverse
Effect. All payments due from the Company and each of its Subsidiaries on
account of employee health and welfare insurance that (individually or in the
aggregate) could reasonably be expected to have a Material Adverse Effect if not
paid have been paid or accrued as a liability on the books of the Company and
its Subsidiaries.

                                      -56-
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     4.18 SOLVENCY.

          (a)   After giving effect to the transactions described herein and to
the incurrence or assumption of all Indebtedness (including, without limitation,
all Revolving Credit Advances and Subordinated Debt and all Indebtedness in
respect of Preferred Stock, incurred or assumed on or about the Effective Date
and all other obligations being incurred or assumed) (i) the fair value of the
assets of the Company and its Subsidiaries on a consolidated basis, at a fair
valuation, will exceed the debts and liabilities, subordinated, contingent or
otherwise, of the Company and its Subsidiaries on a consolidated basis, (ii) the
present fair saleable value of the property of the Company and its Subsidiaries
on a consolidated basis will be greater than the amount that will be required to
pay the probable liability of the Company and its Subsidiaries on a consolidated
basis on their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured,
(iii) the Company and its Subsidiaries on a consolidated basis will be able to
pay their debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured, and (iv) the Company and its
Subsidiaries on a consolidated basis will not have unreasonably small capital
with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the date
hereof.

          (b)   The Company does not intend to, or to permit any of its
Subsidiaries to, and does not believe that it or any of its Subsidiaries will,
incur debts beyond its and their ability to pay such debts as they mature,
taking into account the timing of and amounts of cash to be received by it or
any such Subsidiary and the timing of the amounts of cash to be payable on or in
respect of its Indebtedness or the Indebtedness of any such Subsidiary.

     4.19 Not an Investment Company or a Holding Company; Other Regulations.
Neither the Company nor any of its Subsidiaries is an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, or a
"holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended. Neither the Company nor any of its Subsidiaries is subject to any
regulation under any federal or state statute or regulation which limits its
ability to incur Indebtedness.

     4.20 SUBORDINATED DEBT DOCUMENTS. All representations and warranties of the
Company contained in any Subordinated Debt Documents are true and correct in all
material respects as of the dates required by such documents. The Company will
receive net proceeds in the approximate amount of $20,000,000 on the Effective
Date from the exchange of the Existing Subordinated Notes for the Subordinated
Notes. All Subordinated Note Documents are described on SCHEDULE 1.1-B hereto.
All Existing Subordinated Note Documents are described on SCHEDULE 1.1-C hereto.
All Lender Indebtedness is "Senior Debt" and "Designated Senior Debt" as defined
in the Subordinated Note Documents and the Existing Subordinated Note Documents
and entitled to the benefits of all subordination provisions contained in such
Subordinated Debt Documents, and other than the Lender Indebtedness, there is no
other "Designated Senior Debt" thereunder. There is no event of default or event
or condition which

                                      -57-
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could become an event of default with notice or lapse of time or both, under the
Subordinated Debt Documents and each of the Subordinated Debt Documents is in
full force and effect. Other than pursuant to the Subordinated Notes, the
Existing Subordinated Notes and the Preferred Stock Documents, there is no
obligation pursuant to any Subordinated Debt Document or other document or
agreement evidencing or relating to any Subordinated Debt or Preferred Stock
outstanding or to be outstanding on the Effective Date which obligates the
Company to pay any principal or interest or redeem any of its Capital Stock or
incur any other monetary obligation.

     4.21 PREFERRED STOCK DOCUMENTS. All Preferred Stock Documents, and all
payments and other obligations of the Company with respect to the Preferred
Stock, are described on SCHEDULES 1.1-A-1 AND 1.1A-2 hereto.

     4.22 BANK ACCOUNTS. SCHEDULE 4.22 sets forth, as of the Effective Date, the
account numbers and location of all accounts of the Company or any of its
Subsidiaries.

     4.23 FACILITY LEASES AND FACILITY MANAGEMENT AGREEMENTS. SCHEDULE 4.23
hereto sets forth a listing of each Facility Lease and each Facility Management
Agreement to which the Company or any of its Subsidiaries is a party as lessee
or manager and specifies the city and state where the parking facility subject
to such lease or management agreement is located.

                                    ARTICLE V

COVENANTS

     5.1 AFFIRMATIVE COVENANTS. The Company covenants and agrees that, until the
payment in full of the Lender Indebtedness and the performance of all other
obligations of the Company under this Agreement, and the termination of the
Revolving Commitments, unless the requisite Lenders pursuant to Section 8.1
shall otherwise consent in writing, it shall, and, shall cause each of its
Subsidiaries to:

          (a)   PRESERVATION OF CORPORATE EXISTENCE, ETC. To the extent the
failure to do so could reasonably be expected to have a Material Adverse Effect,
(i) do or cause to be done all things necessary to preserve, renew and keep in
full force and effect its legal existence and its qualification as a foreign
corporation, partnership or limited liability company, as the case may be (other
than in connection with any merger permitted pursuant to Sections 5.2(g), (l) or
(s) and other than any dissolution or liquidations of any Subsidiary if the
assets of such Subsidiary are transferred to the Company or any Guarantor in
connection with such dissolution or liquidation), in good standing in each
jurisdiction in which such qualification is necessary under applicable law and
the rights, licenses, permits (including those required under applicable
Environmental Laws), franchises, patents, copyrights, trademarks and trade names
material to the conduct of its businesses; provided, however, that the Company
shall not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Agent or the Lenders; and

                                      -58-
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(ii) defend all of the foregoing against all claims, actions, demands, suits or
proceedings at law or in equity or by or before any governmental instrumentality
or other agency or regulatory authority.

          (b)   COMPLIANCE WITH LAWS, ETC. Comply in all material respects with
all applicable laws, rules, regulations and orders of any governmental or
regulatory authority whether federal, state, local or foreign (including without
limitation ERISA, the Code and Environmental Laws), in effect from time to time,
except to the extent the failure to so comply could not reasonably be expected
to have a Material Adverse Effect, and pay and discharge, before any interest or
penalty for nonpayment thereof becomes payable, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income, revenues or
property before the same shall become delinquent or in default, as well as all
lawful claims for labor, materials and supplies or otherwise, which, if unpaid,
might give rise to Liens (other than Permitted Liens) upon its properties or any
portion thereof, except to the extent that payment of any of the foregoing is
then being contested in good faith by appropriate legal proceedings and with
respect to which adequate financial reserves have been established on the books
and records of the Company or the applicable Subsidiary.

          (c)   MAINTENANCE OF PROPERTIES; INSURANCE. Maintain, preserve and
protect all property that is material to the conduct of the business of the
Company or any of its Subsidiaries and keep such property in good repair,
working order and condition (ordinary wear and tear and casualty covered by
insurance in compliance with this Section 5.1(c) excepted) and from time to time
make, or cause to be made, all needful and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business
carried on in connection therewith may be properly conducted at all times in
accordance with customary and prudent business practices for similar businesses;
and maintain in full force and effect insurance with responsible and reputable
insurance companies or associations in such amounts, on such terms and covering
such risks, including fire and other risks insured against by extended coverage,
as is usually carried by companies engaged in similar businesses and owning
similar properties similarly situated and maintain in full force and effect
public liability insurance, insurance against claims for personal injury or
death or property damage occurring in connection with any of its activities or
any properties owned, occupied, controlled or managed by it, in such amount as
is usually carried by companies engaged in similar businesses and owning,
occupying or operating similar properties similarly situated, and maintain such
other insurance as may be required by law or as may be reasonably requested by
the Required Lenders for purposes of assuring compliance with this
Section 5.1(c). The Company shall provide the Agent satisfactory written
evidence of the coverage amounts and effective dates of all such insurance
policies, and shall list the Agent on all such policies as a lender loss payee,
mortgagee or additional insured, as applicable, for the benefit of the Lenders,
shall deliver a lender's loss payable endorsement for all property, casualty and
business interruption policies with standard mortgagee provisions, and shall
further provide evidence that all such policies may be cancelled only upon 30
days' notice to the Agent.

          (d)   REPORTING REQUIREMENTS. Furnish to the Lenders and the Agent the
following:

                                      -59-
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                (i)    Promptly and in any event within five Business Days after
becoming aware of the occurrence of (A) any Unmatured Event or Event of Default,
(B) the commencement of any litigation against, by or affecting the Company or
any of its Subsidiaries, which could be reasonably expected to have a Material
Adverse Effect, and any material developments therein, or (C) entering into any
material contract or undertaking that is not entered into in the ordinary course
of business, or (D) any Reportable Event; or (E) any development in the business
or affairs of the Company or any of its Subsidiaries which has resulted in or
which could be likely in the reasonable judgment of the Company, to result in a
Material Adverse Effect, a statement of the chief financial officer of the
Company setting forth details of such occurrence and the action which the
Company or such Subsidiary, as the case may be, has taken and proposes to take
with respect thereto;

                (ii)   Promptly upon request therefor from the Agent at any time
after the occurrence and during the continuance of an Event of Default, and in
any event within twenty (20) Business Days after the end of each month, a
calculation of the Borrowing Base in the form attached hereto as Exhibit K,
certified by the chief financial officer of the Company;

                (iii)  As soon as available and in any event within 45 days
after the end of each fiscal quarter of the Company, the consolidated balance
sheet of the Company and its Subsidiaries as of the end of such quarter, and the
related consolidated statements of income and cash flows for such quarter and
for the period commencing at the end of the previous fiscal year and ending with
the end of such quarter, setting forth in each case in comparative form the
corresponding figures for the corresponding date or period of the preceding
fiscal year and duly certified (subject to year-end audit adjustments) by the
chief financial officer of the Company as having been prepared in accordance
with Generally Accepted Accounting Principles, together with a certificate of
the chief financial officer of the Company stating (A) that no Unmatured Event
or Event of Default, has occurred and is continuing or, if an Unmatured Event or
Event of Default has occurred and is continuing, a statement setting forth the
details thereof and the action which the Company has taken and/or proposes to
take with respect thereto, and (B) beginning with the certificate delivered for
the quarter ending March 31, 2002 that a computation (which computation shall
accompany such certificate and shall be in detail satisfactory to the Agent)
showing compliance with Section 5.2(a), (b), (c) and (d) hereof is in conformity
with the terms of this Agreement;

                (iv)   As soon as available and in any event within 90 days
after the end of each fiscal year of the Company, a copy of the consolidated
balance sheet of the Company and its Subsidiaries as of the end of such fiscal
year and the related consolidated statements of income and cash flows for such
fiscal year, with a customary audit report of Ernst & Young LLP, or any of the
five largest independent certified public accounting firms in the United States,
without qualifications unacceptable to the Agent, together with, a certificate
of the chief financial officer of the Company stating (A) that no Unmatured
Event or Event of Default has occurred and is continuing, or, if an Unmatured
Event or Event of Default has occurred and is continuing, a statement setting
forth the details thereof and the action which the Company has taken and/or
proposes to take with respect thereto, and (B) beginning with the certificate
delivered for the year ending December 31, 2002 that a computation (which
computation shall accompany such

                                      -60-
<Page>

certificate and shall be in reasonable detail) showing compliance with
Section 5.2(a), (b), (c) and (d) hereof is in conformity with the terms of this
Agreement;

                (v)    Promptly after the sending or filing thereof, copies of
all reports, proxy statements and financial statements which the Company or any
of its Subsidiaries sends to or files with any of their respective security
holders or any securities exchange or the SEC;

                (vi)   On an annual basis, and concurrently with the delivery of
any reports or statements referenced in (iv) above, the Company shall deliver to
the Agent a complete set of schedules to this Agreement, revised to reflect all
information described in such schedules that is new or changed from the prior
year, and each schedule hereto shall, for purposes of Section 2.6(a), speak only
as of the date last revised, there being no implied obligation to update the
schedules as of the time of each disbursement in order to make the
representations and warranties contained in Article IV true and correct as of
the time of such disbursement, except for SCHEDULES 1.1-E, 2.5(m), 4.4, 4.5,
4.13 AND 4.15, which shall be revised and delivered to the Agent within 10
Business Days of any change in the information contained in any such schedule,
further subject to any requirement, contained in this Agreement or in the
Security Documents, to give prior notice to the Agent or the Lenders with
respect to the information contained in any such schedule; PROVIDED, HOWEVER,
that notwithstanding that any such supplement to a schedule may disclose the
existence or occurrence of events, facts or circumstances which are either
prohibited by the terms of this Agreement or any other Loan Documents or which
result in the breach of any representation or warranty, such supplement to such
schedule or representation shall not be deemed either an amendment thereof or a
waiver of such breach unless expressly consented to in writing by Agent and the
Required Lenders, and no such amendments, except as the same may be consented to
in a writing which expressly includes a waiver, shall be or be deemed a waiver
by the Agent or any Lender of any Event of Default disclosed therein, and
PROVIDED, FURTHER, any items disclosed in any such supplemental disclosures
shall be included in the calculation of any limits, baskets or similar
restrictions contained in this Agreement or any of the other Loan Documents;

                (vii)  Promptly and in any event within 10 Business Days after
receipt, a copy of any management letter or comparable analysis prepared by the
auditors for the Company or any of its Subsidiaries;

                (viii) Not later than January 31 of each year of the Company,
(a) a budget prepared by the Company for the following fiscal year, and (b) a
forecast prepared by the Company for the two consecutive fiscal years
thereafter, and

                (ix)   Promptly, such other information respecting the business,
properties, operations, collateral or condition, financial or otherwise, of
Parent, the Company or any of their respective Subsidiaries as any Lender or the
Agent may from time to time reasonably request.

          (e)   ACCOUNTING, ACCESS TO RECORDS, BOOKS, ETC. Maintain a system of
accounting established and administered in accordance with sound business
practices to permit

                                      -61-
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preparation of financial statements in accordance with Generally Accepted
Accounting Principles and to comply with the requirements of this Agreement and,
upon reasonable prior notice, at any reasonable time and from time to time,
(i) permit any Lender or the Agent, or any agents or representatives thereof
(including, without limitation, any auditor or consultant engaged by counsel for
any Lender or the Agent), to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, the Company and
its Subsidiaries, and to discuss the affairs, finances and accounts of the
Company and its Subsidiaries with their respective directors, officers and
independent auditors, and by this provision the Company does hereby authorize
such Persons to discuss such affairs, finances and accounts with any Lender or
the Agent, (ii) permit the Agent or any of its agents or representatives
(including, without limitation, any auditor or consultant engaged by counsel for
any Lender or the Agent) to conduct a comprehensive field audit of its books,
records, properties and assets, including without limitation all collateral
subject to the Security Documents, PROVIDED, HOWEVER, the Company shall only be
obligated to pay for two such audits per fiscal year (unless an Event of Default
has occurred and is continuing, in which case the Company's obligation to pay
for any such audits shall be unlimited).

          (f)   ADDITIONAL SECURITY AND COLLATERAL. Promptly (i) execute and
deliver and cause each Guarantor to execute and deliver, additional Security
Documents, within 30 days after request therefor by the Agent, sufficient to
grant to the Agent for the benefit of the Lenders and the Agent liens and
security interests in any after acquired property, to the extent required under
Section 2.10, (ii) cause each Person becoming a Domestic Subsidiary and which
meets the definition of a Guarantor from time to time to execute and deliver to
the Lenders and the Agent, within 30 days after such Person becomes a Domestic
Subsidiary, a Guaranty, a Security Agreement and a Pledge Agreement, and cause
the parent of such Domestic Subsidiary to execute and deliver to the Lenders and
the Agent within such period a pledge agreement (if one has not already been
executed and delivered), sufficient to grant to the Agent for the benefit of the
Lenders and the Agent liens and security interests in all collateral of the type
described in Section 2.10; and (iii) cause the parent of each Person becoming a
Foreign Subsidiary or Joint Venture from time to time to execute and deliver to
the Lenders and the Agent, within 30 days after such Person becomes a Subsidiary
or Joint Venture, a Pledge Agreement sufficient to grant to the Agent for the
benefit of the Lenders and the Agent liens and security interests in all
collateral of the type described in Section 2.10(c). The Company shall notify
the Lenders and the Agent, within 10 days after the occurrence thereof, of the
acquisition of any property by the Company or any Guarantor that is not subject
to the existing Security Documents, any Person becoming a Subsidiary and any
other event or condition, other than the passage of time, that may require
additional action of any nature in order to create or preserve the effectiveness
and perfected status of the liens and security interests of the Lenders and the
Agent with respect to such property pursuant to the Security Documents,
including without limitation delivering the originals of all promissory notes
and other instruments payable to the Company or any Guarantor to the Agent and
delivering the originals of all stock certificates or other certificates
evidencing any Capital Stock owned by the Company or any Guarantor at any time.

          (g)   BANK ACCOUNTS. No later than March 31, 2002,the Company shall
have moved all of its and its Subsidiaries' disbursement accounts to LaSalle,
and otherwise

                                      -62-
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established LaSalle as its primary depository bank and provider of cash
management services, notwithstanding that the Company and its Subsidiaries may
maintain (i) account number 574332292 with Firstar Bank, NA for collection of
credit card receipts, PROVIDED, that such account is swept daily to a
concentration account in the name of the Company maintained at LaSalle,
(ii) local depository and disbursement accounts with other financial
institutions in Canada, as necessary to the conduct of the Company's or its
Subsidiaries' business there, and (iii) local depository and disbursement
accounts in the United States of America as necessary to pay payroll expenses or
otherwise necessary to the conduct of business, in the locations where the
Company or its Subsidiaries are doing business, PROVIDED, that with respect to
any local depository accounts not maintained at LaSalle, such accounts are swept
(net of amounts necessary to pay payroll expenses) daily, where daily electronic
wire transfers are available and cost effective, to a concentration account
maintained at LaSalle, or are swept (net of amounts necessary to pay payroll
expenses) to such concentration account no less often than three times a week
where daily wire transfers are not available or are not cost effective. LaSalle
shall use commercially reasonable efforts to cooperate with the Company in
complying with this subsection 5.1(g). At all times on and after the Effective
Date, the Company and its Subsidiaries shall sweep funds from all its and their
respective accounts, wheresoever located, to the concentration account
maintained by LaSalle, and all amounts received in such concentration account
shall be (i) further swept into the Company's disbursement accounts maintained
by LaSalle, provided no Event of Default has occurred or is continuing, or
(ii) applied to the Lender Indebtedness on such terms required by the Agent at
any time after the occurrence and during the continuance of an Event of Default.

          (h)   FURTHER ASSURANCES. Execute and deliver within 30 days after
request therefor by the Agent, all further instruments and documents and take
all further action that the Agent may reasonably request, in order to give
effect to the intent of, and to aid in the exercise and enforcement of the
rights and remedies of the Agent and the Lenders under, the Loan Documents. At
all times on and after the occurrence, and during the continuation, of an Event
of Default, the Company and the Guarantors shall direct all clients and other
Account Debtors to make all payments in connection with any obligations to the
Company or any Guarantor (other than obligations with respect to credit card
payments, which shall be collected in accordance with Section 2.6(c) hereof)
directly to a lockbox in the name, and under the control, of the Agent, and all
amounts received in such lockbox shall be applied to the Lender Indebtedness on
such terms required by the Agent, and the Company and the Guarantors shall
promptly execute such documents and agreements required by the Agent in
connection therewith, each in form and substance satisfactory to the Agent.

     5.2  NEGATIVE COVENANTS. Until payment in full of the Lender Indebtedness
and the performance of all other obligations of the Company under this Agreement
and irrevocable termination of the Revolving Commitments, the Company agrees
that, unless the Required Lenders (and with respect to sections 5.2 (g), (j),
(k), (l), (p), (q) or (s), until all Lender Indebtedness of Bank One has been
indefeasibly paid in full in cash, Bank One) shall otherwise consent in writing,
it shall not, and shall not permit any of its Subsidiaries, to:

                                      -63-
<Page>

          (a)   ADJUSTED TOTAL DEBT TO ADJUSTED EBITDA RATIO. Permit or suffer
the Adjusted Total Debt to Adjusted EBITDA Ratio to be greater than the levels
set forth in the following table as of the dates shown:

<Table>
<Caption>
     Date of Measurement              Required Ratio
     -------------------              --------------
     <S>                              <C>
     March 31, 2002                   5.89 to 1.00
     June 30, 2002                    6.50 to 1.00
     September 30, 2002               6.55 to 1.00
     December 31, 2002                7.04 to 1.00
     March 31, 2003                   6.55 to 1.00
     June 30, 2003                    6.37 to 1.00
     September 30, 2003               6.11 to 1.00
     December 31, 2003                6.17 to 1.00
</Table>

As of December 31, 2001, the Company shall have a minimum Adjusted EBITDA of
$26,200,000.

          (b)   INTEREST COVERAGE RATIO. Permit or suffer the Interest Coverage
Ratio to be less than the levels set forth in the following table as of the
dates shown:

<Table>
<Caption>
     DATE OF MEASUREMENT              REQUIRED RATIO
     -------------------              --------------
     <S>                              <C>
     March 31, 2002                   1.52 to 1.00
     June 30, 2002                    1.47 to 1.00
     September 30, 2002               1.45 to 1.00
     December 31, 2002                1.39 to 1.00
     March 31, 2003                   1.47 to 1.00
     June 30, 2003                    1.56 to 1.00
     September 30, 2003               1.60 to 1.00
     December 31, 2003                1.64 to 1.00
</Table>

          (c)   FIXED CHARGE COVERAGE RATIO. Permit or suffer the Fixed Charge
Coverage Ratio to be less than the levels set forth in the following table as of
the dates shown:

<Table>
<Caption>
     DATE OF MEASUREMENT              REQUIRED RATIO
     -------------------              --------------
     <S>                              <C>
     March 31, 2002                   1.12 to 1.00
     June 30, 2002                    1.07 to 1.00
     September 30, 2002               1.04 to 1.00
     December 31, 2002                1.00 to 1.00
     March 31, 2003                   1.04 to 1.00
     June 30, 2003                    1.09 to 1.00
     September 30, 2003               1.10 to 1.00
     December 31, 2003                1.11 to 1.00
</Table>

                                      -64-
<Page>

          (d)   SENIOR DEBT TO ADJUSTED EBITDA RATIO. Permit or suffer the
Senior Debt to Adjusted EBITDA Ratio to be greater than the levels set forth in
the following table as of the dates shown:

<Table>
<Caption>
     DATE OF MEASUREMENT              REQUIRED RATIO
     -------------------              --------------
     <S>                              <C>
     March 31, 2002                   1.24 to 1.00
     June 30, 2002                    1.44 to 1.00
     September 30, 2002               1.33 to 1.00
     December 31, 2002                1.51 to 1.00
     March 31, 2003                   1.19 to 1.00
     June 30, 2003                    1.28 to 1.00
     September 30, 2003               1.09 to 1.00
     December 31, 2003                1.23 to 1.00
</Table>

          (e)   INDEBTEDNESS. Create, incur, assume or in any manner become
liable in respect of, or suffer to exist, or permit or suffer any Subsidiary to
create, incur, assume or in any manner become liable in respect of, or suffer to
exist, any Indebtedness other than:

                (i)    The Lender Indebtedness;

                (ii)   The Indebtedness described in SCHEDULE 5.2(e) hereto and
renewals, extensions and refinancings thereof, but no increase in the amount
thereof (as such amount is reduced from time to time) and no modifications of
the terms thereof which is less favorable to the Company or more restrictive on
the Company in any material manner shall be permitted;

                (iii)  Indebtedness of any Guarantor owing to the Company or to
any other Guarantor (other than the Parent);

                (iv)   Subordinated Debt, including the related subordinated
guarantees, pursuant to the Subordinated Debt Documents, provided that
(A) immediately before and after (on a pro forma basis acceptable to the Agent
and supported by such certificates required by the Agent) the incurrence of any
such Subordinated Debt, no Unmatured Event or Event of Default shall exist or
shall have occurred and be continuing and the Company shall be in pro forma
compliance with all financial and other covenants contained herein as of the
date of incurrence of such Subordinated Debt and for the following year and (B)
all agreements, documents and instruments relating to such Subordinated Debt
shall have been delivered to and approved by the Agent prior to the incurrence
of such Subordinated Debt;

                (v)    Trade accounts payable and accrued expenses arising in
the ordinary course which are past due in an amount which is not material in the
aggregate for the Company and its Subsidiaries on a consolidated basis or which
are being contested in good faith by appropriate proceedings and for which
adequate reserves are maintained on the books of the Company;

                                      -65-
<Page>

                (vi)   Earnouts with respect to Permitted Acquisitions made by
the Company;

                (vii)  Indebtedness which is nonrecourse to the Company or its
Subsidiaries, provided that the aggregate amount of such nonrecourse
Indebtedness does not exceed $10,000,000 and such nonrecourse terms and the
other terms of such financing are acceptable to the Agent;

                (viii) Indebtedness incurred to finance insurance premiums in
the ordinary course of business consistent with past practices of the Company;

                (ix)   Indebtedness of Subsidiaries and Joint Ventures which are
not Guarantors owing to the Company or a Guarantor (other than the Parent) not
exceeding an aggregate amount equal to the book value of three percent (3%) of
Total Assets; PROVIDED, that any such Indebtedness shall reduce, dollar for
dollar, the available transactions permitted by Section 5.2(l)(13);

                (x)    Indebtedness represented by the subtraction of Adjusted
Off-Balance Sheet Liabilities from Off-Balance Sheet Liabilities;

                (xi)   Indebtedness (other than Indebtedness to (i) Parent, or
(ii) the Principals, the Related Parties and their respective Affiliates) other
than as described in clauses (i) through (x) above not exceeding an aggregate
amount equal to the book value of three percent (3%) of Total Assets, provided
that not more than 50% of the Indebtedness incurred or otherwise outstanding
pursuant to this clause (xi) may be secured by Permitted Liens; and

                (xii)  any Indebtedness which may otherwise be permitted
pursuant to Sections 5.2(l) and (s).

          (f)   LIENS. Create, incur or suffer to exist any Lien on any of the
assets, rights, revenues or property, real, personal or mixed, tangible or
intangible, whether now owned or hereafter acquired, of the Company or any of
its Subsidiaries, other than:

                (i)    Liens in favor of the Agent for the benefit of the
Lenders and the Agent;

                (ii)   Liens imposed by law (other than liens imposed by ERISA
or Section 412 of the Code), carriers', warehousemen's or mechanic's Liens,
operators' or drillers' Liens and Liens to secure claims for labor, material or
supplies arising in the ordinary course of business, but only to the extent that
payment thereof shall not at time be due or shall be contested in good faith by
appropriate proceedings diligently conducted, with respect to which appropriate
reserves have been set aside and as to which there has been no seizure of or
foreclosure upon assets subject to such Liens;

                (iii)  deposits or pledges to secure payment of workmen's
compensation, unemployment insurance, old age pensions or other social security,
or to secure

                                      -66-
<Page>

the performance of bids, tenders, contracts (other than those relating to
borrowed money) or leases or to secure statutory obligations or surety or appeal
bonds, or to secure indemnity, performance or other similar bonds in the
ordinary course of business, or in connection with contests, to the extent that
payment thereof shall not at the time be due or shall be contested in good faith
by appropriate proceedings diligently conducted and there have been set aside on
its books appropriate reserves with respect thereto;

                (iv)   Liens securing taxes, assessments, levies or other
governmental charges which are not overdue or which, in an amount not exceeding
$1,000,000 in the aggregate, are being contested in good faith by appropriate
proceedings diligently conducted, with respect to which reasonable reserves have
been set aside and as to which there has been no seizure of or foreclosure upon
assets subject to the Liens;

                (v)    Liens consisting of encumbrances, easements or
reservations of, or rights of others for, rights-of-way, sewers, electric lines,
telecommunications lines and other similar purposes, zoning restrictions,
restrictions on the use of real property and minor defects and irregularities in
the title thereto, and other similar encumbrances, none of which in the opinion
of the Agent interferes with the use of the property subject thereto by the
Company or such Subsidiary in the ordinary conduct of its business;

                (vi)   Liens existing on the date hereof and listed on
SCHEDULE 5.2(f) hereto (including without limitation subordinated Liens created
pursuant to the Subordinated Debt Documents), provided that neither the
Indebtedness secured by any such existing Liens nor the property subject thereto
shall increase;

                (vii)  Liens on the daily revenues in favor of Persons other
than the Company or its Affiliates who are parties to the Facility Leases and
Facility Management Agreements for the amounts due to them pursuant thereto;

                (viii) purported Liens in the ordinary course of business on
fixtures to the extent applicable law permits a mortgagee to claim an interest
therein, provided that such purported Liens do not secure any Indebtedness of
the Company or any of its Affiliates;

                (ix)   any Lien created to secure payment of a portion of the
purchase price of, or existing at the time of acquisition of, any tangible fixed
asset acquired by the Company or any of its Subsidiaries may be created or
suffer to exist upon such tangible fixed asset if the outstanding principal
amount of the Indebtedness secured by such Lien does not exceed the purchase
price paid by the Company or such Subsidiary for such tangible fixed asset
provided that (A) such Lien does not encumber any other asset at any time owned
by the Company or such Subsidiary, (B) not more than one such Lien shall
encumber such tangible fixed asset at any one time and (C) the aggregate amount
of Indebtedness secured by all such Liens shall not exceed shall not exceed the
amounts permitted by Sections 5.2(e)(ii) and (xi);

                (x)    Liens on unearned insurance premiums to secure
Indebtedness referred to in Section 5.2(e)(viii);

                                      -67-
<Page>

                (xi)   Liens arising by applicable law in respect of employees'
wages, salaries or commissions not overdue; and

                (xii)  Liens arising out of judgments or awards not exceeding
$1,000,000 in the aggregate against the Company or its Subsidiaries with respect
to which the Company or such Subsidiary shall be in good faith prosecuting an
appeal or a proceeding or review and the enforcement of such Lien is stayed
pending such appeal or review.

          (g)   MERGER; ACQUISITIONS; ETC. Make any Acquisition; nor merge or
consolidate or amalgamate with any other Person or take any other action having
a similar effect, nor enter into any joint venture or similar arrangement with
any other Person, except (i) that the Agent, the Required Lenders, and Bank One
(while Bank One is a Lender hereunder), may permit Acquisitions on terms
acceptable to the Agent, the Required Lenders and Bank One (collectively,
"Permitted Acquisitions"), and (ii) as may be otherwise permitted pursuant to
Sections 5.2(l) and (s).

          (h)   DISPOSITION OF ASSETS, ETC. Sell, lease, license, transfer,
assign or otherwise dispose of all or any portion of its business, assets,
rights, revenues or property, real, personal or mixed, tangible or intangible,
whether in one or a series of transactions, other than inventory sold in the
ordinary course of business upon customary credit terms and sales of scrap or
obsolete material or equipment which are not material in the aggregate, and
shall not permit or suffer any Subsidiary to do any of the foregoing; provided,
however, that this Section 5.2(h) shall not prohibit any such sale, lease,
license, transfer, assignment or other disposition otherwise permitted pursuant
to Sections 5.2(l) and (s), or if (i) the aggregate book value (disregarding any
write-downs of such book value other than ordinary depreciation and
amortization) of all of the business, assets, rights, revenues and property
disposed of after the Effective Date of this Agreement (other than in reliance
on clauses (ii) and (iii) below) shall be less than 1% of the Total Assets at
such time and if, immediately before and after such transaction, no Unmatured
Event or Event of Default shall exist or shall have occurred and be continuing,
(ii) sales of equipment as to which proceeds are used within 180 days to
purchase equipment of at least equivalent value to those sold and if,
immediately before and after such transaction, no Unmatured Event or Event of
Default shall exist or shall have occurred and be continuing, (iii) sales as to
which proceeds are used to make optional prepayments on the Term Loan (if
permitted) and Revolving Credit Advances, provided that such prepayments on the
Revolving Credit Advances shall also permanently reduce the Revolving
Commitments by the amount of such payments, (iv) investments which consist of
transfers of assets instead of cash and which are permitted by Section 5.2(k) or
(v) transfers of assets pursuant to a loan or advance permitted pursuant to
Section 5.2(k); provided, however, in the case of any of the foregoing permitted
sales, leases, licenses, transfers, assignments or other dispositions (each an
"Asset Sale") described in clauses (i), (iii), (iv) the Company shall not, and
shall not permit any of its Subsidiaries to, consummate an Asset Sale unless
(A) the Company (or the Subsidiary, as the case may be) receives consideration
at the time of such Asset Sale at least equal to the fair market value (as
determined by the Board of Directors and evidenced by a resolution of the Board
of Directors set forth in an officer's certificate delivered to the Agent) of
the assets and (B) at least 80% of the consideration therefor received by the
Company or such Subsidiary is in

                                      -68-
<Page>

the form of cash; provided that the amount of (x) any liabilities (as shown on
the Company's or such Subsidiary's most recent balance sheet), of the Company or
any Subsidiary that are assumed by the transferee of any such assets such that
the Company or such Subsidiary have no further liability and (y) any securities,
notes or other obligations received by the Company or any such Subsidiary from
such transferee that are converted by the Company or such Subsidiary into cash
(to the extent of the cash received), shall be deemed to be cash for purposes of
this provision and the definition of Net Cash Proceeds, and (C) the Agent
promptly shall obtain a first priority security interest in any non-cash
consideration for any Asset Sale.

          (i)   NATURE OF BUSINESS. Make or suffer any substantial change in the
nature of its business from that engaged in on the Effective Date or engage in
any other businesses other than those in which it is engaged on the Effective
Date.

          (j)   DIVIDENDS AND OTHER RESTRICTED PAYMENTS. Make, pay, declare or
authorize any dividend, payment or other distribution in respect of any class of
its Capital Stock (including Preferred Stock) or any dividend, payment or
distribution in connection with the redemption, purchase, retirement or other
acquisition, directly or indirectly, of any shares of its Capital Stock, other
than such dividends, payments or other distributions made (i) to the extent
payable solely in shares of Capital Stock (other than Disqualified Stock) of the
Company, (ii) in connection with Permitted Acquisitions; (iii) in connection
with "Permitted Junior Securities" issued in favor of Bank One pursuant to and
as defined in the Bank Subordination Agreement; and (iv) as permitted pursuant
to Sections 5.2(l) and (s). The Company will not issue Disqualified Stock,
except as permitted by Section 5.2(e).

          (k)   INVESTMENTS, LOANS AND ADVANCES. Purchase or otherwise acquire
any Capital Stock of or other ownership interest in, or debt securities of or
other evidences 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(e); 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 credit terms and commission, relocation, travel
and similar advances made to officers, employees and to Shoreline Enterprises,
LLC, a Delaware limited liability company (the majority ownership of which is
held by Myron C. Warshauer) ("Shoreline"), for consulting services and
reimbursable expenses, all in the ordinary course of business, provided that
advances to officers, employees and Shoreline for purposes other than
commission, relocation and travel shall not exceed $250,000 in aggregate amount,
(ii) investments in Cash Equivalents, (iii) those investments, loans, advances
and other transactions described in SCHEDULE 5.2(k) hereto, having the same
terms as existing on the date of this Agreement, but no extension or renewal
thereof shall be permitted, (iv) acquire and own 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(h), (v) other loans, advances or investments (except to (1)
Affiliates of the Company, or (2) the Parent, the Principals, the Related
Parties and their respective Affiliates) in an aggregate amount not to exceed
three percent (3%) of Total Assets, and (vi) as otherwise permitted pursuant to
Sections 5.2(l) and (s).

                                      -69-
<Page>

          (l)   TRANSACTIONS WITH AFFILIATES. Take any actions, nor enter into
any transactions, of the types described in Sections 5.2(e), (f), (g), (h), (j),
(k), (p) or (q), directly or indirectly, with, or for the benefit of, any
Affiliates of the Company, the Principals and/or the Related Parties (each of
the foregoing, an "Affiliate Transaction") except as may otherwise be
specifically permitted by those sections, and except as follows:

     (1) transactions between or among the Company and/or the Guarantors (except
     for the Parent) shall be permitted;

     (2) the Company or any Subsidiary may pay or issue to Parent or Affiliates
     such amounts or dividends which in the aggregate do not exceed in any
     fiscal quarter an amount equal to the lesser of $750,000 or an amount equal
     to 50% of the amount of Excess Cash Flow times one-fourth (collectively,
     the "Affiliate Amount"), provided that (i) such payments do not violate any
     other terms or provisions of this Agreement, (ii) no Unmatured Event or
     Event of Default exists or would be caused by such payment, and (iii) the
     calculation of Excess Cash Flow and the Affiliate Amount shall be delivered
     to the Agent concurrently with the financial statements required pursuant
     to Section 5.1(d)(iii) of this Agreement, and the Agent shall have five (5)
     Business Days in which to review and approve or disapprove such
     calculation, and the Affiliate Amount shall be paid upon approval of such
     calculation, and (iv) the payment of the Affiliate Amount shall begin for
     the fiscal quarter ending March 31, 2002 and shall continue for each fiscal
     quarter thereafter;

     (3) payment on the Closing Date to the Parent of a transaction advisory fee
     of not more than $3,000,000;

     (4) the Company has used a maximum of $1,500,000 of the proceeds from the
     Subordinated Notes to redeem not less than 1.5 shares of Series C Preferred
     Stock owned by the Parent, of which such proceeds the Parent MUST use, or
     return to the Company, 100% within 180 days of the Effective Date to
     repurchase and retire a portion of the Parent's Senior Discount Notes;

     (5) the Company may use a maximum of $1,500,000 out of the payment received
     by the Company pursuant to the cancellation of certain Facility Management
     Agreements to redeem shares of Series C Preferred Stock owned by the
     Parent; PROVIDED, HOWEVER, that the Parent MUST use, or return to the
     Company, 100% of such redemption payment within 30 days of the payment
     thereof, to repurchase and retire a portion of the Parent's Senior Discount
     Notes;

     (6) any Subsidiary may merge with or into another Subsidiary or into the
     Company, provided that (i) there is no Unmatured Event or Event of Default
     either existing before, or which would arise from, such merger, (ii) if any
     such merger involves a Guarantor, the Guarantor shall be the surviving
     corporation, (iii) if any such merger involves the Company, the Company
     shall be the surviving corporation and (iv) if any such merger involves the
     Company or any Guarantor, the net worth of the Company or such

                                      -70-
<Page>

     Guarantor involved in such merger immediately after the merger would be
     equal to or greater than its net worth immediately preceding such merger;

     (7) upon notice to and consent of the Agent, any Subsidiary may merge with
     or into a newly-created Subsidiary which is incorporated, formed or
     otherwise organized pursuant to the laws of the State of Delaware, solely
     for the purpose of re-organizing the previously existing Subsidiary under
     the laws of the State of Delaware, provided that (i) there is no Unmatured
     Event or Event of Default either existing before, or which would arise
     from, such merger, (ii) if any such merger involves a Guarantor, the
     surviving Subsidiary shall become a Guarantor, and the net worth of such
     surviving Subsidiary immediately after the merger shall be equal to or
     greater than the Guarantor's net worth immediately preceding such merger,
     and (iii) all other terms and conditions of such merger shall be acceptable
     to the Agent in its reasonable discretion;

     (8) transfers of assets, including without limitation Capital Stock,
     between Guarantors (other than the Parent) or between the Company and
     Guarantors (other than the Parent) shall be permitted, provided that the
     Agent maintains its first priority perfected Lien on any and all collateral
     security;

     (9) the exchange of the Existing Subordinated Notes for the Subordinated
     Notes and the Series D Preferred Stock, as contemplated by the Subordinated
     Note Documents, is permitted;

     (10) Affiliate Transactions, Facility Management Agreements and Facility
     Leases entered into in the ordinary course of business shall be permitted
     that are on terms that are no less favorable to the Company or the relevant
     Subsidiary than those that would have been obtained in a comparable
     transaction by the Company or such Subsidiary with an unrelated Person;

     (11) the Company may pay on behalf of, or make reimbursements to, the
     Parent not to exceed $300,000 in the aggregate in any fiscal year of the
     Company, for expenses incurred in the ordinary course of business by the
     Parent for its own account or on behalf of the Company and/or the Company's
     Subsidiaries;

     (12) the Indebtedness of the Parent, the Principals and/or the Related
     Parties to the Company outstanding on the Effective Date and described in
     SCHEDULE 5.2(l)(12) hereto, but no increase in the amount thereof (as such
     amount is reduced from time to time, and all amounts repaid shall not be
     reborrowed) and no modifications of the terms thereof which are less
     favorable to the Company or more restrictive on the Company in any material
     manner shall be permitted; and

     (13) the Company or any Guarantor (other than the Parent) may purchase or
     otherwise acquire any Capital Stock of or other ownership interest in, or
     debt securities of or other evidences of Indebtedness of, any Subsidiary or
     Joint Venture that is not a Guarantor; or make any loan or advance of any
     of its funds or property or make any other extension of

                                      -71-
<Page>

     credit to, or make any other investment or contribution or acquire any
     interest whatsoever in, any Subsidiary or Joint Venture that is not a
     Guarantor, not exceeding an aggregate amount equal to the book value of 3%
     of Total Assets; PROVIDED, that any of the foregoing transactions shall
     reduce, dollar for dollar, the available Indebtedness permitted by Section
     5.2(e)(ix).

          (m)   INCONSISTENT AGREEMENTS. Enter into any agreement or permit or
suffer any Subsidiary to enter into any agreement containing any provision which
would be violated or breached by this Agreement or any of the transactions
contemplated hereby or by performance by the Company or any of its Subsidiaries
of its obligations in connection therewith.

          (n)   NEGATIVE PLEDGE LIMITATION. Enter into any agreements (other
than the Subordinated Debt Documents, the Security Documents and any other
agreement entered into in connection with any Joint Venture in the ordinary
course of the Company's business prohibiting liens or security interests on the
Capital Stock of such Joint Venture and the assets of such Joint Venture
consistent with the terms of the Security Documents), including without
limitation any amendments to existing agreements, with any Person other than the
Lenders pursuant hereto which prohibits or limits the ability of the Company or
any Subsidiary to create, incur, assume or suffer to exist any Lien upon any of
its assets, rights, revenues or property, real, personal or mixed, tangible or
intangible, whether now owned or hereafter acquired.

          (o)   SUBSIDIARY DIVIDENDS. Permit any of its Wholly-Owned
Subsidiaries directly or indirectly to create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction which by its
terms materially restricts the ability of any such Subsidiary to (i) pay
dividends or make any other distributions on such Subsidiary's capital stock,
(ii) pay any Indebtedness owed to the Company or any Guarantors, (iii) make any
loans or advances to the Company or any Guarantors or (iv) transfer any material
portion of its assets to the Company or any Guarantors.

          (p)   PAYMENTS AND MODIFICATION OF DEBT. Make, or permit any
Subsidiary to make, any optional payment, defeasance (whether a covenant
defeasance, legal defeasance or other defeasance), prepayment or redemption of
any of its or any of its Subsidiaries' Subordinated Debt or other Indebtedness
or Preferred Stock (except for payments made in Capital Stock which could not
create an Event of Default, and except for Ordinary Course Lease Termination
Payments); or amend or modify, or consent or agree to any amendment or
modification of, any instrument or agreement under which any of its Subordinated
Debt is issued or created or otherwise related thereto; or amend or modify the
Preferred Stock in any respect which could be materially adverse to the Lenders,
or which could cause the Preferred Stock to become Disqualified Stock, or
consent or agree to any such amendment or modification of, any instrument or
agreement under which the Preferred Stock is issued or created or otherwise
related thereto; or enter into any agreement or arrangement providing for any
defeasance of any kind of any of its Subordinated Debt, or designate any
Indebtedness (other than the Lender Indebtedness) as "Designated Senior Debt" as
defined in and pursuant to the Subordinated Debt Documents; except as may
otherwise be permitted pursuant to Sections 5.2(l) and (s).

                                      -72-
<Page>

          (q)   MANAGEMENT FEES. Pay, or permit any Subsidiary to pay, directly
or indirectly, any management, consulting, investment banking, advisory or other
fees or payments or any other payments (including, without limitation, any
amounts paid or payable by the Company or any of its Subsidiaries to the Parent
in respect of overhead expense allocations among members of the affiliate
corporate group) to the Parent or any Affiliates thereof, or any Affiliates of
the Company or the Principals or Related Parties, except as may otherwise be
permitted pursuant to Sections 5.2(l) and (s). 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 of the Company, 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 Steamboat in
respect of overhead expense allocations among members of the affiliate corporate
group) to Steamboat, Holberg or any Affiliates thereof other than the Company or
any Guarantor (other than Parent), except as may otherwise be permitted by
Sections 5.2(l) and (s).

          (r)   NET CAPITAL EXPENDITURES. Make, or permit any Subsidiary to
make, Net Capital Expenditures that exceed in any fiscal year in the aggregate
for the Company and its Subsidiaries 25% of the Adjusted EBITDA for such fiscal
year, plus in each case, (i) the amount by which the allowed Net Capital
Expenditures for the most recently ended fiscal year exceeded the actual Net
Capital Expenditures for such fiscal year and (ii) an amount, not to exceed
$2,000,000, of the allowed Net Capital Expenditures for the following fiscal
year (subject to the permitted Net Capital Expenditures for such following year
being reduced by the amount used and allowed under this clause (ii)).

          (s)   ADDITIONAL LIMITATIONS ON TRANSACTIONS WITH AFFILIATES.
Notwithstanding anything to the contrary in this Agreement (including, without
limitation, any of the transactions permitted by Section 5.2), from and after
the occurrence of an Event of Default or Unmatured Event, the Company shall not
and shall not permit any of its Subsidiaries to, directly or indirectly, make
any payment to or sell, lease, transfer or otherwise dispose of its properties
or assets to, or enter into or make or amend any such transaction (in such forms
as may include, without limitation, any contract, agreement, understanding,
investment, loan, advance or guarantee) with, or for the benefit of, any direct
or indirect holder or holders of any of the Capital Stock of the Company, or
with, or for the benefit of, any other Affiliate of the Company which is not its
Subsidiary or Joint Venture (including, without limitation, the Principals, the
Related Parties, Steamboat and Parent), except for Facility Management
Agreements and Facility Leases entered into in the ordinary course of business
that are on terms that are no less favorable to the Company or the relevant
Subsidiary than those that would have been obtained in a comparable transaction
by the Company or such Subsidiary with an unrelated Person.

          (t)   ERISA MATTERS. For itself, any Subsidiary or any ERISA
Affiliate, suffer or permit any of the following that could result in or
constitute a Material Adverse Effect: (i) termination of any Plan; (ii) permit
to exist any Reportable Event or any other event or condition with respect to
any Plan (iii) make a complete or partial withdrawal from any Multiemployer
Plan; (iv) enter into any new Plan or modify any existing Plan so as to increase
liability of the

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Company, a Subsidiary or an ERISA Affiliate; or (iv) permit the present value of
all nonforfeitable accrued benefits under any Plan (using the actuarial
assumptions utilized by the PBGC upon termination of a pension plan) to exceed
the fair market value of the Plan's assets allocable to such benefits, all as
determined as of the most recent valuation date for each such Plan.

     5.3  ADDITIONAL COVENANTS. If at any time the Company shall enter into or
be a party to any instrument or agreement with respect to any Indebtedness
(covered under clause (a) in the definition of "Indebtedness") and with respect
to Adjusted Off-Balance Sheet Liabilities, which in the aggregate, together with
any related Indebtedness (covered under clause (a) in the definition of
"Indebtedness") and any Adjusted Off-Balance Sheet Liabilities, exceeds
$5,000,000, including all such instruments or agreements in existence as of the
date hereof and all such instruments or agreements entered into after the date
hereof to the extent permitted by Section 5.1(d), relating to or amending any
terms or conditions applicable to any of such Indebtedness which includes
covenants, terms, conditions or defaults not substantially provided for in this
Agreement or more favorable to the lender or lenders thereunder than those
provided for in this Agreement, then the Company shall promptly so advise the
Agent and the Lenders. Thereupon, if the Agent shall request, upon notice to the
Company, the Agent and the Lenders shall enter into an amendment to this
Agreement or an additional agreement (as the Agent may request), providing for
substantially the same covenants, terms, conditions and defaults as those
provided for in such instrument or agreement to the extent required and as may
be selected by the Agent. In addition to the foregoing, any covenants, terms,
conditions or defaults in Subordinated Debt Documents or Preferred Stock
Docume nts not substantially provided for in this Agreement or more favorable to
the holders of Subordinated Debt or Preferred Stock issued in connection
therewith are hereby incorporated by reference into this Agreement to the same
extent as if set forth fully herein, and no subsequent amendment, waiver,
termination or modification thereof shall effect any such covenants, terms,
conditions or defaults as incorporated herein other than as permitted pursuant
to Section 5.2(p).

                                   ARTICLE VI

DEFAULT

     6.1  EVENTS OF DEFAULT. The occurrence of any one of the following events
or conditions shall be deemed an "Event of Default" hereunder unless waived by
the requisite Lenders pursuant to Section 8.1:

          (a)   NONPAYMENT. The Company shall fail to pay when due any principal
or interest of the Notes, or any reimbursement obligation under Section 3.3
(whether by deemed disbursement of a Revolving Credit Loan or otherwise), or any
fees or any other amount payable hereunder;

          (b)   MISREPRESENTATION. Any representation or warranty made by the
Company or any Guarantor in any Loan Document or any other certificate, report,
financial statement or

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other document furnished by or on behalf of the Company or any Guarantor in
connection with this Agreement, shall prove to have been incorrect when made or
deemed made;

          (c)   CERTAIN COVENANTS. The Company or any Guarantor shall fail to
perform or observe any term, covenant or agreement contained in Sections 5.1(e)
through (g), 5.2 or 5.3 hereof;

          (d)   OTHER DEFAULTS. The Company or any Guarantor shall fail to
perform or observe any other term, covenant or agreement contained in any Loan
Document to which it is a party (other than those described in Sections 6.1(a)
or 6.1(c), and any such failure shall remain unremedied for 20 calendar days
after the occurrence of such failure (or such longer or shorter period of time
as may be specified in such Loan Document);

          (e)   OTHER INDEBTEDNESS. The Company or any of its Subsidiaries or
any Guarantor (other than the Parent) shall fail to pay any part of the
principal of, the premium, if any, or the interest on, or any other payment of
money due under any of its Indebtedness (other than (i) Indebtedness hereunder,
(ii) Indebtedness of APCOA-Atrium Parking Venture L.P., an Ohio limited
partnership ("Atrium"), with respect to its obligations to the holders of its
Ten-Year Debentures bearing interest at a rate of 12% per annum, issued in
original principal amount of $1,775,000 pursuant to the terms of a Confidential
Private Placement memorandum dated May 24, 1995, and (iii) other non-recourse
Indebtedness of the Company or any of its Subsidiaries or any Guarantor as the
Agent shall consent, such consent not to be unreasonably withheld), beyond any
period of grace provided with respect thereto, which individually or together
with other such Indebtedness as to which any such failure exists has an
aggregate outstanding principal amount in excess of $1,000,000; or the Company
or any of its Subsidiaries or any Guarantor (other than the Parent) shall fail
to perform or observe any other term, covenant or agreement contained in any
agreement, document or instrument evidencing or securing any such Indebtedness
having such aggregate outstanding principal amount, or under which any such
Indebtedness was issued or created, beyond any period of grace, if any, provided
with respect thereto if the effect of such failure is either (i) to cause or
permit the holders of such Indebtedness (or a trustee on behalf of such holders)
to cause, any payment in respect of such Indebtedness to become due prior to its
due date or (ii) to permit the holders of such Indebtedness (or a trustee on
behalf of such holders) to elect a majority of the board of directors of the
Company or the Parent; PROVIDED, HOWEVER, that with respect to the Parent, the
Parent shall fail to pay any part of the principal of, the premium, if any, or
the interest on, or any other payment of money due under any of such
Indebtedness, beyond any period of grace provided with respect thereto, if the
effect of such failure is to cause the holders of such Indebtedness (or a
trustee on behalf of such holders) to cause any payment in respect of such
Indebtedness to become due prior to its due date;

          (f)   JUDGMENTS. One or more judgments or orders for the payment of
money (not fully paid or covered without dispute by insurance) in an aggregate
amount of $1,000,000 in any fiscal year shall be rendered against the Company or
any of its Subsidiaries or any Guarantor, or any other judgment or order
(whether or not for the payment of money) shall be rendered against or shall
affect the Company or any of its Subsidiaries or any Guarantor which causes or
could reasonably be expected to cause a Material Adverse Effect, and either
(i) such

                                      -75-
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judgment or order shall have remained unsatisfied and the Company or such
Subsidiary or Guarantor shall not have taken action necessary to stay
enforcement thereof by reason of pending appeal or otherwise, prior to the
expiration of the applicable period of limitations for taking such action or, if
such action shall have been taken, a final order denying such stay shall have
been rendered, or (ii) enforcement proceedings shall have been commenced by any
creditor upon any such judgment or order;

          (g)   ERISA. Any of the following (i) the occurrence of a Reportable
Event that results in liability of the Company, any Subsidiary or Guarantor or
any ERISA Affiliate to the PBGC or to any Plan and such Reportable Event is not
corrected within thirty (30) days after the occurrence thereof; (ii) the
occurrence of any Reportable Event which could constitute grounds for
termination of any Plan by the PBGC or for the appointment by the appropriate
United States District Court of a trustee to administer any Plan and such
Reportable Event is not corrected within thirty (30) days after the occurrence
thereof; (iii) the filing by the Company, any Subsidiary or Guarantor or any
ERISA Affiliate of a notice of intent to terminate a Plan or the institution of
other proceedings to terminate a Plan; (iv) the Company, any Subsidiary or
Guarantor or any ERISA Affiliate shall fail to pay when due any liability to the
PBGC or to a Plan; (v) the PBGC shall have instituted proceedings to terminate,
or to cause a trustee to be appointed to administer, any Plan; (vi) any Person
engages in a Prohibited Transaction with respect to any Plan which results in
liability of the Company, any Subsidiary or Guarantor, or any ERISA Affiliate;
(vii) there shall occur a complete or partial withdrawal from, or a default
within the meaning of Section 4219(c)(5) of ERISA with respect to one or more
Multiemployer Plans which could cause the Company, any Subsidiary or Guarantor
or any ERISA Affiliate to incur a current payment obligation; (viii) the
Company, any Subsidiary or Guarantor or any ERISA Affiliate shall fail to make a
required installment or other payment to any Plan within the meaning of
Section 302(f) of ERISA or Section 412(n) of the Code that results in or could
result in liability of the Company, any Subsidiary of the Company or any ERISA
Affiliate to the PBGC or any Plan; (ix) the withdrawal of the Company, any of
its Subsidiaries or any ERISA Affiliate from a Plan during a plan year in which
it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA; or
(x) the Company, any of its Subsidiaries or any ERISA Affiliate becomes an
employer with respect to any Multiemployer Plan without the prior written
consent of the Required Lenders; provided, however, that the aggregate liability
caused by any of the foregoing exceeds $1,000,000;

          (h)   INSOLVENCY, ETC. The Company, any Subsidiary or any Guarantor
shall be dissolved or liquidated or any judgment, order or decree therefor shall
be entered (other than dissolutions or liquidations of Subsidiaries permitted by
Sections 5.1(a) and 5.2(g), (l) and (s)), [or shall generally not pay its debts
as they become due,] or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors, or
shall institute, or there shall be instituted against the Company, any
Subsidiary or any Guarantor, any proceeding or case seeking to adjudicate it a
bankrupt or insolvent or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief or
protection of debtors or seeking the entry of an order for relief, or the
appointment of a receiver, trustee, custodian or other similar official for it
or for any substantial part of its assets, rights, revenues or

                                      -76-
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property, and, if such proceeding is instituted against the Company or such
Subsidiary or such Guarantor, such proceeding shall remain undismissed or
unstayed for a period of 60 days; or the Company or any Subsidiary or any
Guarantor shall take any action (corporate or other) to authorize or further any
of the actions described above in this subsection;

          (i)   OTHER DOCUMENTS. Any material provision of any Loan Document or
any subordination provision of any Subordinated Debt Document shall at any time
for any reason cease to be valid and binding and enforceable against any obligor
thereunder, or the validity, binding effect or enforceability thereof shall be
contested by any Person or any obligor, shall deny that it has any or further
liability or obligation thereunder, or any Loan Document or any subordination
provision of any Subordinated Debt Document shall be terminated, invalidated or
set aside, or be declared ineffective or inoperative or in any way cease to give
or provide to the Lenders and the Agent the benefits purported to be created
thereby in any material manner;

          (j)   ORDERS, PERMITS, ETC. The Company or any of its Subsidiaries
shall be enjoined, restrained or in any way prevented by the order of any court
or any administrative or regulatory agency from conducting any material part of
its business and such order shall continue in effect for more than thirty (30)
days, or there shall occur the loss, suspension or revocation of, or failure to
renew, any license or permit now held or hereafter acquired by the Company or
any of its Subsidiaries if such loss, suspension, revocation or failure to renew
has or could reasonably be expected to have a Material Adverse Effect;

          (k)   CONTROL. Any Change of Control shall occur;

          (l)   PARENT INDEBTEDNESS. The certification to be provided by the
Parent in accordance with Section 2.5(m) (whether on the Closing Date or at any
time thereafter with respect to new Indebtedness) shall fail to be correct in
all material respects, or the Parent shall fail to certify to the Agent as
required by Section 2.5(m) at any time after the Closing Date with respect to
any new Indebtedness; or

          (m)   MATERIAL ADVERSE CHANGES. The Company shall lose the benefit of
any contract or agreement with any customer, vendor or other Person, including
without limitation, any Facility Lease or Facility Management Agreement, which
shall result in a Material Adverse Effect in the Agent's reasonable discretion,
or there shall be a change in the senior management of the Company which shall
result in a Material Adverse Effect in the Agent's reasonable discretion, or
there shall be any other occurrence or non-occurrence which, in the Agent's
reasonable discretion, shall result in a Material Adverse Effect.

     6.2  REMEDIES.

          (a)   Upon the occurrence and during the continuance of any Event of
Default, by notice to the Company (i) the Agent may, and upon being directed to
do so by the Required Revolving Lenders shall, terminate the Revolving
Commitments or (ii) the Agent may, and upon being directed to do so by the
Required Lenders, shall declare the outstanding principal of, and accrued
interest on, the Notes, all unpaid reimbursement obligations in respect of
drawings under

                                      -77-
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Letters of Credit and all other amounts owing under this Agreement to be
immediately due and payable, or (iii) the Agent may, and upon being directed to
do so by the Required Revolving Lenders, shall demand immediate delivery of cash
collateral, and the Company agrees to deliver such cash collateral upon demand,
in an amount equal to the maximum amount that may be available to be drawn at
any time prior to the stated expiry of all outstanding Letters of Credit, or any
one or more of the foregoing, whereupon the Revolving Commitments shall
terminate forthwith and all such amounts, including all Loans and such cash
collateral, shall become immediately due and payable, as the case may be
(provided that in the case of any event or condition described in
Section 6.1(h), the Revolving Commitments shall automatically terminate
forthwith and all such amounts, including such cash collateral, shall
automatically become immediately due and payable without notice), in all cases
without demand, presentment, protest, diligence, notice of dishonor or other
formality, all of which are hereby expressly waived. Such cash collateral
delivered in respect of outstanding Letters of Credit shall be deposited in a
special cash collateral account to be held by the Agent as collateral security
for the payment and performance of the Company's obligations under this
Agreement to the Lenders and the Agent.

          (b)   The Agent may and, upon being directed to do so by the Required
Lenders, shall, in addition to the remedies provided in Section 6.2(a), exercise
and enforce any and all other rights and remedies available to it or the
Lenders, whether arising under this Agreement or any Loan Document or under
applicable law, in any manner deemed appropriate by the Agent, including suit in
equity, action at law, or other appropriate proceedings, whether for the
specific performance (to the extent permitted by law) of any covenant or
agreement contained in any other Loan Document or in aid of the exercise of any
power granted in any Loan Document.

          (c)   Upon the occurrence and during the continuance of any Event of
Default, the Agent and each Lender may, subject to Section 7.10, at any time and
from time to time, without notice to the Company (any requirement for such
notice being expressly waived by the Company) set off and apply against any and
all of the obligations of the Company now or hereafter existing under this
Agreement, whether owing to such Lender or any other Lender or the Agent, any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by the Agent or such
Lender or any Affiliate of the Agent or such Lender to or for the credit or the
account of the Company and any property of the Company from time to time in
possession of the Agent or such Lender, irrespective of whether or not the Agent
or such Lender shall have made any demand hereunder and although such
obligations may be contingent and unmatured. The Company hereby grants to the
Lenders and the Agent a lien on and security interest in all such deposits,
indebtedness and property as collateral security for the payment and performance
of the obligations of the Company under this Agreement. The rights of each
Lender and the Agent under this Section 6.2(c) are in addition to other rights
and remedies (including, without limitation, other rights of setoff) which the
Agent or each such Lender may have.

     6.3  DISTRIBUTION OF PROCEEDS OF COLLATERAL. All proceeds of any
realization on the collateral pursuant to the Security Documents and any
payments received by the Agent or any

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Lender pursuant to the Guaranties after the Loans become due and payable
(whether by acceleration or otherwise), shall be allocated and distributed by
the Agent as follows:

          (a)   First, to the payment of all reasonable costs and expenses,
including without limitation all reasonable attorneys' fees, of the Agent
inconnection with the enforcement of the Security Documents and otherwise
administering this Agreement;

          (b)   Second, to the payment of all fees required to be paid under any
Loan Document including commitment fees, owing to the Agent and the Revolving
Lenders on a pro rata basis in accordance with the Lender Indebtedness
consisting of fees owing to the Agent and the Revolving Lenders, for application
to payment of such liabilities;

          (c)   Third, to the payment of Lender Indebtedness consisting of
interest owing to the Revolving Lenders, and obligations and liabilities
relating to Swaps owing to the Revolving Lenders for application to payment of
such liabilities;

          (d)   Fourth, to the Revolving Lenders and the Agent on a pro rata
basis in accordance with the Lender Indebtedness consisting of principal of
Revolving Credit Advances (including without limitation any cash collateral for
any outstanding letters of credit), for application to payment of such
liabilities;

          (e)   Fifth, to the payment of any and all other amounts owing to the
Revolving Lenders and the Agent on a pro rata basis in accordance with the total
amount of such Indebtedness owing to each of the Revolving Lenders and the
Agent, for application to payment of such liabilities; and

          (f)   Sixth, to the payment of all fees required to be paid under any
Loan Document, owing to the Lenders holding a portion of the Term Loan on a pro
rata basis in accordance with the Lender Indebtedness consisting of fees owing
to the Lenders holding a portion of the Term Loan, for application to payment of
such liabilities;

          (g)   Seventh, to the Agent for the benefit of the Lenders holding a
portion of the Term Loan on a pro rata basis in accordance with the Lender
Indebtedness consisting of interest owing to each of such Lenders holding a
portion of the Term Loan, and obligations and liabilities relating to Swaps
owing to the Lenders holding a portion of the Term Loan for application to
payment of such liabilities;

          (h)   Eighth, to the Lenders holding a portion of the Term Loan on a
pro rata basis in accordance with the Lender Indebtedness consisting of
principal (including without limitation, any cash collateral for any outstanding
Existing Letters of Credit) of the Term Loan, for application to payment of such
liabilities;

          (i)   Ninth, to the payment of any and all other amounts owing to the
Lenders holding a portion of the Term Loan on a pro rata basis in accordance
with the total amount of such Indebtedness owing to each of such Lenders, for
application to payment of such liabilities; and

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          (j)   Tenth, to the Company, its Subsidiaries or such other Person as
may be legally entitled thereto.

Notwithstanding the foregoing, no payments of principal, interest or fees
delivered to the Agent for the account of any Defaulting Lender shall be
delivered by the Agent to such Defaulting Lender. Instead, such payments shall,
for so long as such Defaulting Lender shall be a Defaulting Lender, be held by
the Agent, and the Agent is hereby authorized and directed by all parties hereto
to hold such funds in escrow and apply such funds as follows:

     (i)  First, if applicable to any payments due from such Defaulting Lender
          to the Agent, and

     (ii) Second, to purchase participations in Loans required to be made by
          such Defaulting Lender to the extent such Defaulting Lender failed to
          make such Loans.

Notwithstanding the foregoing, upon the termination of all Commitments and the
payment and performance of all the Loans and other obligations owing to the
Agent and the Lenders hereunder (other than those owing to a Defaulting Lender),
any funds then held in escrow by the Agent pursuant to the preceding paragraph
shall be distributed to each Defaulting Lender, pro rata in proportion to
amounts that would be due to each Defaulting Lender but for the fact that it is
a Defaulting Lender.

     6.4  LETTER OF CREDIT LIABILITIES. For the purposes of payments and
distributions under Section 6.3, the full amount of Lender Indebtedness on
account of any Letter of Credit or Existing Letter of Credit then outstanding
but not drawn upon shall be deemed to be then due and owing. Amounts
distributable to the Lenders, Agent or Bank One on account of such Lender
Indebtedness under such Letters of Credit or Existing Letters of Credit shall be
deposited in a separate collateral account in the name of and under the control
of the Agent and held by the Agent first as security for such Letter of Credit
Lender Indebtedness and then as security for all other Lender Indebtedness and
the amount so deposited shall be applied to the Letter of Credit Lender
Indebtedness at such times and to the extent that such Letter of Credit Lender
Indebtedness become absolute liabilities and if and to the extent that the
Letter of Credit Lender Indebtedness fails to become absolute Lender
Indebtedness because of the expiration or termination of the underlying Letters
of Credit or Existing Letters of Credit without being drawn upon then such
amounts shall be applied to the remaining Lender Indebtedness in the order
provided in Section 6.3. The Company hereby grants to the Agent, for the benefit
of the Lenders, Bank One and Agent, a lien and security interest in all such
funds, as security for all the Lender Indebtedness as set forth above.

                                   ARTICLE VII

THE AGENT AND THE LENDERS

     7.1  APPOINTMENT: NATURE OF RELATIONSHIP. Effective upon the Effective
Date, LaSalle is appointed by the Lenders as the Agent hereunder and under each
other Loan Document, and

                                      -80-
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Bank One shall cease to be the Agent, and each of the Lenders irrevocably
authorizes LaSalle as the Agent to act as the contractual representative of each
such Lender thereafter with the rights and duties expressly set forth herein and
in the other Loan Documents. As of the Effective Date, Bank One shall be
discharged from its duties and obligations as Agent under the Existing Credit
Agreement, the Security Documents and any other Loan Documents, but shall retain
all rights under Article VII of the Existing Credit Agreement with respect to
all events prior to the Effective Date. LaSalle, as the Agent, agrees to act as
such contractual representative upon the express conditions contained in this
Article VII. Notwithstanding the use of the defined term "Agent," it is
expressly understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the representative of the
Lenders with only those duties as are expressly set forth in this Agreement and
the other Loan Documents. In its capacity as the Lenders' contractual
representative, the Agent (i) does not hereby assume any fiduciary duties to any
of the Lenders, (ii) is a "representative" of the Lenders within the meaning of
Section 9-102 of the Uniform Commercial Code and (iii) is acting as an
independent contractor, the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Loan Documents. Each of the
Lenders hereby agrees to assert no claim against the Agent on any agency theory
or any other theory of liability for breach of fiduciary duty, all of which
claims each Lender hereby waives.

     7.2  POWERS. The Agent shall have and may exercise such powers under the
Loan Documents as are specifically delegated to the Agent by the terms of each
thereof, together with such powers as are reasonably incidental thereto. The
Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

     7.3  GENERAL IMMUNITY. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Company or any of its
Subsidiaries, the Lenders or any Lender for any action taken or omitted to be
taken by it or them hereunder or under any other Loan Document or in connection
herewith or therewith except for its or their own gross negligence or willful
misconduct.

     7.4  NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. Neither the Agent nor any
of its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain, inquire into, or verify (i) any statement, warranty or
representation made in connection with any Loan Document or any Borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (iii) the satisfaction of any condition specified in Article II, except
receipt of items required to be delivered to the Agent; (iv) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; or (v) the
value, sufficiency, creation, perfection or priority of any interest in any
collateral security. The Agent shall have no duty to disclose to the Lenders
information that is not required to be furnished by the Company or any
Subsidiary to the Agent at such time, but is voluntarily furnished by the

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Company or any Subsidiary to the Agent (either in its capacity as Agent or in
its individual capacity).

     7.5  ACTION ON INSTRUCTIONS OF LENDERS. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan Document in accordance with written instructions signed by the
Lenders, the Required Lenders or the Required Revolving Lenders, as the case may
be, and such instructions and any action taken or failure to act pursuant
thereto shall be binding on all of the Lenders and on all holders of Notes. The
Lenders hereby acknowledge that the Agent shall be under no duty to take any
discretionary action permitted to be taken by it pursuant to the provisions of
this Agreement or any other Loan Document unless it shall be requested in
writing to do so by the Lenders, the Required Lenders, or the Required Revolving
Lenders as the case may be.

     7.6  EMPLOYMENT OF AGENTS AND COUNSEL. The Agent may execute any of its
duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to rely on
advice of counsel concerning all matters pertaining to the agency hereby created
and its duties hereunder and under any other Loan Document.

     7.7  RELIANCE ON DOCUMENTS; COUNSEL. The Agent shall be entitled to rely
upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

     7.8  AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by the Company for which the Agent is entitled to reimbursement by
the Company under the Loan Documents, (ii) for any other expenses incurred by
the Agent on behalf of the Lenders, in connection with the preparation,
execution, delivery, administration and enforcement of the Loan Documents and
(iii) for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the Agent in
any way relating to or arising out of the Loan Documents or any other document
delivered in connection therewith or the transactions contemplated thereby, or
the enforcement of any of the terms thereof or of any such other documents,
provided that no Lender shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct of the Agent. The
obligations of the Lenders under this Section 7.8 shall survive payment of the
Lender Indebtedness and termination of this Agreement.

     7.9  NOTICE OF DEFAULT. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Unmatured Event or Event of Default hereunder
unless the Agent has

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received written notice from a Lender or the Company referring to this Agreement
describing such Event of Default or Unmatured Event and stating that such notice
is a "notice of default". In the event that the Agent receives such a notice,
the Agent shall give prompt notice thereof to the Lenders.

     7.10 RIGHTS AS A LENDER. In the event the Agent is a Lender, the Agent
shall have the same rights and powers hereunder and under any other Loan
Document as any Lender and may exercise the same as though it were not the
Agent, and the term "Lender" or "Lenders" shall, at any time when the Agent is a
Lender, unless the context otherwise indicates, include the Agent in its
individual capacity. The Agent may accept deposits from, lend money to, and
generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Company or any of its Subsidiaries in which the Company or such
Subsidiary is not restricted hereby from engaging with any other Person. The
Agent, in its individual capacity, is not, subject to Section 8.6, obligated to
remain a Lender.

     7.11 LENDER CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon the Agent or any other Lender and based
on the financial statements prepared by the Company and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Loan Documents. Each Lender
also acknowledges that it will, independently and without reliance upon the
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the other Loan Documents.

     7.12 SUCCESSOR AGENT. The Agent may resign at any time by giving written
notice thereof to the Lenders and the Company, such resignation to be effective
upon the appointment of a successor Agent or, if no successor Agent has been
appointed, forty-five (45) days after the retiring Agent gives notice of its
intention to resign. Upon any such resignation, the Required Lenders shall have
the right to appoint, on behalf of the Company and the Lenders, a successor
Agent. If no successor Agent shall have been so appointed by the Required
Lenders within thirty (30) days after the resigning Agent's giving notice of its
intention to resign, then the resigning Agent may appoint, on behalf of the
Company and the Lenders, a successor Agent. If the Agent has resigned and no
successor Agent has been appointed, the Lenders may perform all the duties of
the Agent hereunder and the Company shall make all payments in respect of the
Lender Indebtedness to the applicable Lender and for all other purposes shall
deal directly with the Lenders. No successor Agent shall be deemed to be
appointed hereunder until such successor Agent has accepted the appointment. Any
such successor Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the resigning Agent. Upon the effectiveness of the resignation of the Agent,
the resigning Agent shall be discharged from its duties and obligations
hereunder and under the Loan Documents. After the effectiveness of the
resignation of an Agent, the provisions of this Article VII shall continue in

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effect for the benefit of such Agent in respect of any actions taken or omitted
to be taken by it while it was acting as the Agent hereunder and under the other
Loan Documents.

     7.13 COLLATERAL MANAGEMENT. The Agent is hereby authorized on behalf of all
of the Lenders, without the necessity of any further consent from any Lender,
from time to time prior to an Event of Default, to take any action with respect
to the collateral or the Security Documents which may be necessary (i) to
perfect and maintain perfected the security interest in and liens upon the
collateral granted pursuant to the Security Documents, and (ii) to release
portions of the collateral from the security interests and liens imposed by the
Security Documents in connection with any dispositions of such portions of the
collateral permitted hereby. In the event that the Company or the Guarantors
desire to sell or otherwise dispose of any assets and such sale or disposition
is permitted hereby, the Agent shall, upon timely notice from the Company,
release such portions of the collateral from the security interests and liens
imposed by the Security Documents as may be specified by the Company or the
Guarantors in order for the Borrower or the Guarantors to consummate such
proposed sale or disposition, provided that at or prior to the time of such
proposed sale or disposition no Unmatured Event or Event of Default shall have
occurred and be continuing, including, without limitation, any Unmatured Event
or Event of Default that would arise upon consummation of such sale or
disposition. For purposes of the preceding sentence, the Company shall give
timely notice if, not less than five (5) Business Days prior to the date of such
proposed sale or disposition, it shall furnish to the Agent an officers'
certificate setting forth in reasonable detail the circumstances of such
proposed sale or disposition.

     7.14 RIGHT TO INDEMNITY. The Agent shall be fully justified in failing or
refusing to take any action hereunder unless it shall first be indemnified to
its satisfaction by the Lenders pro rata against any and all liability, cost and
expense which may be incurred by it by reason of taking or continuing to take
any such action.

     7.15 SHARING OF PAYMENTS. The Lenders agree among themselves that, in the
event that any Lender shall obtain payment in respect of any Revolving Credit
Advance, the Term Loan or any other obligation owing to any of the Lenders under
this Agreement through the exercise of a right of set-off, banker's lien,
counterclaim or otherwise in excess of its ratable share of payments received by
all of the Lenders on account of the Revolving Credit Advances, the Term Loan
and other obligations, such Lender shall promptly purchase from the other
Lenders participations in such Revolving Credit Advances, the Term Loan and
other obligations in such amounts, and make such other adjustments from time to
time, as shall be equitable to the end that all of the Lenders share such
payment in accordance with such ratable shares, except as otherwise required by
Section 6.3. The Lenders further agree among themselves that if payment to a
Lender obtained by such Lender through the exercise of a right of set-off,
banker's lien, counterclaim or otherwise as aforesaid shall be rescinded or must
otherwise be restored, each Lender, which shall have shared the benefit of such
payment shall, by repurchase of participations theretofore sold, return its
share of that benefit to each Lender whose payment shall have been rescinded or
otherwise restored. The Company agrees that any Lender so purchasing such a
participation may, to the fullest extent permitted by law, exercise all rights
of payment, including set-off, banker's lien or counterclaim, with respect to
such participation as

                                      -84-
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fully as if such Lender were a holder of such Revolving Credit Advance, the Term
Loan or other obligation in the amount of such participation. The Lenders
further agree among themselves that, in the event that amounts received by the
Lenders and the Agent hereunder are insufficient to pay all such obligations or
insufficient to pay all such obligations when due, the fees and other amounts
owing to the Agent in such capacity shall be paid therefrom before payment of
obligations owing to the Lenders under this Agreement, except as otherwise
expressly provided in this Agreement, if any Lender or Agent shall fail to remit
to the Agent or any other Lender an amount payable by such Lender or Agent to
the Agent or such other Lender pursuant to this Agreement on the date when such
amount is due, such payments shall be made together with interest thereon for
each date from the date such amount is due until the date such amount is paid to
the Agent or such other Lender at a rate per annum equal to the rate at which
borrowings are available to the payee in its overnight federal funds market. It
is further understood and agreed among the Lenders and the Agent that if the
Agent shall engage in any other transactions with the Company and shall have the
benefit of any collateral or security therefor which does not expressly secure
the obligations arising under this Agreement except by virtue of a so-called
dragnet clause or comparable provision, the Agent shall be entitled to apply any
proceeds of such collateral or security first in respect of the obligations
arising in connection with such other transaction before application to the
obligations arising under this Agreement.

     7.16 WITHHOLDING TAX EXEMPTION. Each Lender that is not organized and
incorporated under the laws of the United States or any State thereof agrees to
file with the Agent and the Company, in duplicate, (a) on or before the later of
(i) the Effective Date and (ii) the date such Lender becomes a Lender under this
Agreement and (b) thereafter, for each taxable year of such Lender (in the case
of a Form W-8ECI) or for each third taxable year of such Lender (in the case of
any other form) during which interest or fees arising under this Agreement and
the Notes are received, unless not legally able to do so as a result of a change
in United States income tax enacted, or treaty promulgated, after the date
specified in the preceding clause (a), on or prior to the immediately following
due date of any payment by the Company hereunder, a properly completed and
executed copy of either Internal Revenue Service Form W-8ECI or Internal Revenue
Service Form W-8BEN and Internal Revenue Service Form W-8 or Internal Revenue
Service Form W-9 and any additional form necessary for claiming complete
exemption from United States withholding taxes (or such other form as is
required to claim complete exemption from United States withholding taxes), if
and as provided by the Code or other pronouncements of the United States
Internal Revenue Service, and such Lender warrants to the Company that the form
so filed will be true and complete; provided that such Lender's failure to
complete and execute such Form W-8ECI or Form W-8BEN, or Form W-8 or Form W-9,
as the case may be, and any such additional form (or any successor form or
forms) shall not relieve the Company of any of its obligations under this
Agreement, except as otherwise provided in this Section 7.16.

                                  ARTICLE VIII
MISCELLANEOUS

     8.1  AMENDMENTS, ETC.

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          (a)   No amendment, modification, termination or waiver of any
provision of this Agreement nor any consent to any departure therefrom shall be
effective unless the same shall be in writing and signed by the Required Lenders
or the Required Revolving Lenders, as applicable, to the extent any rights,
obligations or duties of the Agent may be affected thereby, the Agent, and, to
the extent any rights, obligations, or duties of Bank One in its capacity as the
issuing bank of any Existing Letters of Credit, may be affected thereby, Bank
One, provided, however, that no such amendment, modification, termination,
waiver or consent shall, without the consent of the Agent and all of the
Lenders, (i) authorize or permit the extension of time for, or any reduction of
the amount of, any payment of the principal of, or interest on, the Notes, the
Loans, any Letter of Credit or Existing Letter of Credit reimbursement
obligation, or any fees or other amount payable hereunder, (ii) amend or
terminate the respective Commitments of any Lender set forth on the signature
pages hereof or modify the provisions of this Section regarding the taking of
any action under this Section or the provisions of Sections 6.3 or 7.10 or the
definitions of Required Lenders and Required Revolving Lenders, (iii) amend or
otherwise consent to changes to Sections 5.2(g), (j), (k), (l), (p), (q) or (s),
or (iv) release all or substantially all of the collateral or release any
material Guarantor (except as permitted as a result of an asset disposition
pursuant to Section 5.2(g), (h), (l) or (s)).

          (b)   Any such amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

          (c)   Notwithstanding anything herein to the contrary, no Defaulting
Lender shall be entitled to vote (whether to consent or to withhold its consent)
with respect to any amendment, modification, termination or waiver of any
provision of this Agreement or any departure therefrom or any direction from the
Lenders to the Agent, and, for purposes of determining the Required Lenders or
Required Revolving Lenders at any time, the pro rata portion of the Term Loan,
the Revolving Commitments and the Revolving Credit Advances (as applicable) of
each Defaulting Lender shall be disregarded.

     8.2  NOTICES.

          (a)   Except as otherwise provided in Section 8.2(c) hereof, all
notices and other communications hereunder shall be in writing and shall be
delivered or sent to the Company, the Agent and the Lenders at the respective
addresses and numbers for notices set forth on the signature pages hereof, or to
such other address as may be designated by the Company, the Agent or any Lender
by notice to the other parties hereto. All notices and other communications
shall be deemed to have been given at the time of actual delivery thereof to
such address, or if sent by certified or registered mail, postage prepaid, to
such address, on the third day after the date of mailing, or in the case of
telex notice, upon receipt of the appropriate answerback, or, in the case of
facsimile notice, upon receipt of a confirmation mechanically produced by the
facsimile machine, provided, however, that notices to the Agent shall not be
effective until received.

          (b)   Notices by the Company to the Agent with respect to terminations
or reductions of the Commitments pursuant to Section 2.2, requests for Revolving
Credit Advances

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<Page>

pursuant to Section 2.4, requests for continuations or conversions of Revolving
Credit Loans pursuant to Section 2.7 and notices of prepayment pursuant to
Section 3.1 shall be irrevocable and binding on the Company.

          (c)   Any notice to be given by the Company to the Agent pursuant to
Sections 2.4, 2.7 or 3.1 if consented to by the Agent, and any notice to be
given by the Agent or any Lender hereunder, may be given by telephone, and all
such notices given by the Company must be immediately confirmed in writing in
the manner provided in Section 8.2(a). Any such notice given by telephone shall
be deemed effective upon receipt thereof by the party to whom such telephonic
notice is to be given.

     8.3  NO WAIVER BY CONDUCT; REMEDIES CUMULATIVE. No course of dealing on the
part of the Agent or any Lender, nor any delay or failure on the part of the
Agent or any Lender in exercising any right, power or privilege hereunder, shall
operate as a waiver of such right, power or privilege or otherwise prejudice the
Agent's or such Lender's rights and remedies hereunder; nor shall any single or
partial exercise thereof preclude any further exercise thereof or the exercise
of any other right, power or privilege. No right or remedy conferred upon or
reserved to the Agent or any Lender under any Loan Document is intended to be
exclusive of any other right or remedy, and every right and remedy shall be
cumulative and in addition to every other right or remedy granted thereunder or
now or hereafter existing under any applicable law. Every right and remedy
granted by any Loan Document or by applicable law to the Agent or any Lender may
be exercised from time to time and as often as may be deemed expedient by the
Agent or any Lender.

     8.4  RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS. All terms, covenants,
agreements, representations and warranties of the Company and any Guarantor made
herein or in any other Loan Document or in any certificate, report, financial
statement or other document furnished by or on behalf of the Company and any
Guarantor in connection with the negotiation and modification of this Agreement
shall be deemed to have been relied upon by the Lenders, notwithstanding any
investigation heretofore or hereafter made by any Lender or on such Lender's
behalf and those covenants and agreements of the Company set forth in
Section 3.7, 3.9 and 8.5 hereof shall survive the repayment in full of the
Revolving Credit Advances and the Term Loan and the termination of the
Commitments.

     8.5  Expenses; Indemnification.

          (a)   The Company agrees to pay, or reimburse the Agent for the
payment of, on demand, (i) the reasonable fees and expenses of counsel to the
Agent in connection with the preparation, execution, delivery and administration
of the Loan Documents, the review of the Subordinated Debt Documents and the
Preferred Stock Documents and the consummation of the transactions contemplated
hereby and thereby, and in connection with advising the Agent as to its rights
and responsibilities with respect thereto, and in connection with any
amendments, waivers or consents in connection therewith, and (ii) all stamp and
other taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing or recording of the Loan Documents and the
consummation of the transactions contemplated hereby, and any and all

                                      -87-
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liabilities with respect to or resulting from any delay in paying or omitting to
pay such taxes or fees, and (iii) all costs and expenses of the Agent (including
reasonable fees and expenses of counsel and whether incurred through
negotiations, legal proceedings or otherwise) in connection with any Unmatured
Event or Event of Default or the enforcement or collection, or the exercise or
preservation, of any rights under any Loan Document or in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement (which costs and expenses shall be deemed to include, without
limitation, those incurred by any auditor or consultant engaged by counsel for
the Agent pursuant to Section 5.1(e) hereof), and (iv) all costs and expenses of
the Agent (including reasonable fees and expenses of counsel) in connection with
any action or proceeding relating to a court order, injunction or other process
or decree restraining or seeking to restrain the Agent from paying any amount
under, or otherwise relating in any way to, any Letter of Credit or Existing
Letter of Credit and any and all costs and expenses which any of them may incur
relative to any payment under any Letter of Credit or Existing Letter of Credit.
Without in any way limiting the foregoing, each reference to the Agent and its
counsel in this Section 8.5(a) shall apply equally to Bank One, in its capacity
as a Lender of all or any portion of the Term Loan hereunder, or in its capacity
as the issuer of any Existing Letter of Credit, and its counsel.

          (b)   The Company agrees to indemnify each Lender, the Agent, Bank One
(in its capacity as the issuer of any Existing Letter of Credit) and each of
their respective officers, directors, employees and agents (collectively, the
"Indemnified Parties") and hold each Indemnified Party harmless from and against
any and all liabilities, losses, damages, costs and expenses of any kind,
including, without limitation, the reasonable fees and disbursements of counsel,
which may be incurred by any Indemnified Party in connection with any
investigative, administrative or judicial proceeding (whether or not such
Indemnified Party shall be designated a party thereto) (collectively, the
"Indemnified Liabilities") at any time relating to (whether before or after the
execution of this Agreement) any of the following:

                (i)    any actual or proposed use of any Loan, Letter of Credit
or Existing Letter of Credit hereunder by the Company or any of its Subsidiaries
or any transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of any Loan;

                (ii)   the entering into and performance of this Agreement and
any other Loan Document by any of the Indemnified Parties (including any action
brought by or on behalf of the Company as the result of any determination by any
Lender not to make any Loan);

                (iii)  any investigation, litigation or proceeding related to
any Permitted Acquisition or proposed Permitted Acquisition by the Company or
any of its Subsidiaries of all or any portion of the stock or assets of any
Person or to the issuance of, or any other matter relating to, any Subordinated
Debt or Preferred Stock, whether or not any Indemnified Party is a party
thereto;

                                      -88-
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                (iv)   any investigation, litigation or proceeding related to
any environmental cleanup, audit, compliance or other matter relating to any
release by the Company or any of its Subsidiaries of any Hazardous Material or
any violations of Environmental Laws; or

                (v)    the presence on or under, or the escape, seepage,
leakage, spillage, discharge, emission, or release from, any real property owned
or operated by the Company or any Subsidiary thereof of any Hazardous Material
(including any losses, liabilities, damages, injuries, costs, expenses or claims
asserted or arising under any Environmental Law), regardless of whether caused
by, or within the control of, the Company or such Subsidiary, except for any
such Indemnified Liabilities arising for the account of a particular Indemnified
Party by reason of the activities of the Indemnified Party on the property of
the Company or any Subsidiary conducted subsequent to a foreclosure on such
property by any Indemnified Party or by reason of the relevant Indemnified
Party's gross negligence or wilful misconduct or breach of this Agreement,

                (vi)   and if and to the extent that the foregoing undertaking
may be unenforceable for any reason, the Company hereby agrees to make the
maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

The Company shall be obligated to indemnify the Indemnified Parties for all
Indemnified Liabilities subject to and pursuant to the foregoing provisions,
regardless of whether the Company or any of its Subsidiaries had knowledge of
the facts and circumstances giving rise to such Indemnified Liability; provided,
however, that no Indemnified Party shall have the right to be indemnified
hereunder for its own gross negligence or willful misconduct as determined by a
court of competent jurisdiction.

     8.6  Successors and Assigns.

          (a)   This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, provided that
the Company may not, without the prior consent of all the Lenders, assign its
rights or obligations under any Loan Document and the Lenders shall not be
obligated to make any Loan hereunder to any entity other than the Company.

          (b)   Any Lender may sell a participation interest to any financial
institution or institutions, and such financial institution or institutions may
further sell a participation interest (undivided or divided) in, the Loans and
such Lender's rights and benefits under the Loan Documents, and to the extent of
that participation, such participant or participants shall have the same rights
and benefits against the Company under Section 6.2(c) as it or they would have
had if participation of such participant or participants were the Lender making
the Loans to the Company hereunder, provided, however, that (i) such Lender's
obligations under this Agreement shall remain unmodified and fully effective and
enforceable against such Lender, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of its Notes for all purposes of this

                                      -89-
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Agreement, (iv) the Company, the Agent and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement, (v) such Lender shall not grant to
its participant any rights to consent or withhold consent to any action taken by
such Lender or the Agent under this Agreement other than action requiring the
consent of all of the Lenders hereunder (or in the case of a participation in
the Revolving Credit Loans and Revolving Commitments, the consent of all
Revolving Lenders hereunder), and (iv) such participation shall in no event be
less than $5,000,000. The Agent from time to time in its sole discretion may
appoint agents for the purpose of servicing and administering this Agreement and
the transactions contemplated hereby and enforcing or exercising any rights or
remedies of the Agent provided under the Loan Documents or otherwise. In
furtherance of such agency, the Agent may from time to time direct that the
Company provide notices, reports and other documents contemplated by this
Agreement (or duplicates thereof) to such agent. The Company hereby consents to
the appointment of such agent and agrees to provide all such notices, reports
and other documents and to otherwise deal with such agent acting on behalf of
the Agent in the same manner as would be required if dealing with the Agent
itself.

          (c)   Each Lender may, with the prior written consent of the Company
solely as to the Revolving Credit Advances and Revolving Commitments, which
consent from the Company shall not be unreasonably withheld and may not be
withheld if any Event of Default has occurred and is continuing or if such
assignment is to an Affiliate of a Lender or to another Lender, and the prior
written consent of the Agent (not to be unreasonably withheld or delayed),
assign to one or more banks or other entities all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment, the Revolving Credit Advances and pro rata portion of
the Term Loan owing to it and the Note or Notes held by it); provided, however,
that (i) each such assignment shall be of a uniform, and not a varying,
percentage of all rights and obligations, (ii) except in the case of an
assignment of all of a Lender's rights and obligations under this Agreement,
unless such assignment is to another Lender, the amount of the Commitment of the
assigning Lender being assigned pursuant to each such assignment (determined as
of the date of the Assignment and Acceptance with respect to such assignment)
shall in no event be less than $5,000,000, and in integral multiples of
$1,000,000 thereafter, or such lesser amount as the Company and the Agent may
consent to, and (iii) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance in the form of Exhibit J hereto (an "Assignment and
Acceptance"), together with any Note or Notes subject to such assignment and a
processing and recordation fee of $3,500, payable to the Agent for its sole
benefit. Upon such execution, delivery, acceptance and recording, from and after
the effective date specified in such Assignment and Acceptance, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance the rights and obligations of a Lender hereunder and (y) the Lender
assignor thereunder shall to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all of the remaining portion
of an assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto).

                                      -90-
<Page>

          (d)   By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Company
or the performance or observance by the Company of any of its obligations under
this Agreement or any other instrument or document famished pursuant hereto;
(iii) such assignee confirms that it has received a copy of this Agreement,
together with copies of the financial statements referred to in Section 4.6 and
5.1(d) for periods prior to the date of such assignment, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (iv) such
assignee will, independently and without reliance upon the Agent, such assigning
Lender or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the Agent by
the terms hereof together with such powers and discretion as are reasonably
incidental thereto; and (vi) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement and such Assignment and Acceptance are required to be performed by it
as a Lender.

          (e)   The Agent shall maintain at its address designated on the
signature pages hereof a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment of, and principal amount of the Revolving Credit
Advances and/or Term Loan owing to, each Lender from time to time (the
"Register"). The entries in the Register shall be conclusive and binding, for
all purposes, absent manifest error, and the Company, the Agent and the Lenders
may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Company or any Lender at any reasonable time and from time
to time upon reasonable prior notice.

          (f)   Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee, together with any Note or Notes subject to
such assignment, the Agent shall, if such Assignment and Acceptance has been
completed, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to the Company. Within five (5) Business Days after its receipt of such
notice, the Company, at its own expense, shall execute and deliver to the Agent
in exchange for the surrendered Note or Notes a new Note or Notes to the order
of such assignee in an amount equal to, and for the same type(s) of, the
Commitment or Loan assumed by it pursuant to such Assignment and Acceptance and,
if the assigning Lender has retained a Commitment or Loan hereunder, a new Note
to the order of the assigning Lender in an amount equal to, and for the same
type(s) of, the Commitment or Loan retained by it hereunder. Such new Note or
Notes

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shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Note or Notes, shall be dated the effective date of
such Assignment and Acceptance and shall otherwise be in substantially the form
of the applicable exhibit(s) hereto.

          (g)   The Lenders may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this
Section 8.6, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Company, provided that assignee or
participant agrees to keep all non-public information confidential to the same
extent required by this Agreement.

          (h)   Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time create a security interest in, or assign, all or any
portion of its rights under this Agreement (including, without limitation, the
Loans owing to it and the Note or Notes held by it) in favor of any Federal
Reserve Lender in accordance with Regulation A of the Board of Governors of the
Federal Reserve System; provided that such creation of a security interest or
assignment shall not release such Lender from its obligations under this
Agreement.

     8.7  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

     8.8  GOVERNING LAW. This Agreement is a contract made under, and shall be
governed by and construed in accordance with, the law of the State of Illinois
in the same manner applicable to contracts made and to be performed entirely
within such State and without giving effect to choice of law principles of such
State.

     8.9  TABLE OF CONTENTS AND HEADINGS. The table of contents and the headings
of the various subdivisions hereof are for the convenience of reference only and
shall in no way modify any of the terms or provisions hereof.

     8.10 CONSTRUCTION OF CERTAIN PROVISIONS. If any provision of this Agreement
refers to any action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person, whether or not expressly
specified in such provision.

     8.11 INTEGRATION AND SEVERABILITY. This Agreement amends and restates the
Existing Credit Agreement and embodies the entire agreement and understanding
between the Company and the Agent and the Lenders, and supersedes all prior
agreements and understandings, relating to the subject matter hereof. In case
any one or more of the obligations of the Company under any Loan Document shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining obligations of the Company shall not in any
way be affected or impaired thereby, and such invalidity, illegality or
unenforceability in one jurisdiction shall not affect the validity, legality or
enforceability of the obligations of the Company under any Loan Document in any
other jurisdiction.

                                      -92-
<Page>

     8.12 INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any such covenant, the fact that it would be permitted by an exception to, or
would be otherwise within the limitations of another covenant shall not avoid
the occurrence of an Unmatured Event or an Event of Default or any event or
condition which with notice or lapse of time, or both, could become such an
Unmatured Event or an Event of Default if such action is taken or such condition
exists.

     8.13 INTEREST RATE LIMITATION. Notwithstanding any provision of any Loan
Document, in no event shall the amount of interest paid or agreed to be paid by
the Company exceed an amount computed at the highest rate of interest
permissible under applicable law. If, from any circumstances whatsoever,
fulfillment of any provision of any Loan Document at the time performance of
such provision shall be due, shall involve exceeding the interest rate
limitation validly prescribed by law which a court of competent jurisdiction may
deem applicable hereto, then, ipso facto, the obligations to be fulfilled shall
be reduced to an amount computed at the highest rate of interest permissible
under applicable law, and if for any reason whatsoever the Lender shall ever
receive as interest an amount which would be deemed unlawful under such
applicable law such interest shall be automatically applied to the payment of
principal of the Loans outstanding hereunder to such Lender (whether or not then
due and payable) and not to the payment of interest, or shall be refunded to the
Company if such principal and all other obligations of the Company to the
Lenders have been paid in full.

     8.14 Judgment and Payment.

          (a)   If, for the purpose of obtaining judgment in any court, it is
necessary to convert a sum owing hereunder by the Company in one currency into
another currency, the Company agrees, to the fullest extent that it may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures in the relevant jurisdiction the
relevant Lender could purchase the first currency with such other currency on
the Business Day immediately preceding the day on which the final judgment is
given.

          (b)    The obligations of the Company in respect of any sum due in
Dollars to any party hereto or any holder of the obligations owing hereunder
(the "Applicable Creditor") shall, notwithstanding any payment obligation or
judgment in a currency (the "Payment Currency") other than Dollars, be
discharged only to the extent that, on the Business Day following receipt by the
Applicable Creditor of any sum adjudged to be so due in the Payment Currency,
the Applicable Creditor may in accordance with normal banking procedures in the
relevant jurisdiction purchase Dollars with the Payment Currency; if the amount
of Dollars so purchased is less than the sum originally due to the Applicable
Creditor in Dollars, the Company agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Applicable Creditor against
such loss. The obligations of the Company contained in this Section 8.14 shall
survive the termination of this Agreement and the payment of all other amounts
owing hereunder.

     8.15 SUBMISSION TO JURISDICTION; WAIVERS. The Company hereby irrevocably
and unconditionally:

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<Page>

          (a)   submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of any United States federal
or Illinois state court sitting in Chicago, Illinois and appellate courts from
any thereof;

          (b)   consents that any such action or proceeding may be brought in
such courts and waives an objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

          (c)   agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to the Company at the
address specified pursuant to Section 8.2, or at such other address of which the
Agent shall have been notified pursuant thereto;

          (d)   agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and

          (e)   waives, to the maximum extent not prohibited by law, any right
it may have to claim or recover in any legal action or proceeding referred to in
this subsection any special, exemplary, punitive or consequential damages.

     8.16 ACKNOWLEDGMENTS. The Company hereby acknowledges that:

          (a)   it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;

          (b)   none of the Agent or any Lender has any fiduciary relationship
with or duty to the Company arising out of or in connection with this Agreement
or any of the other Loan Documents, and the relationship between the Agent and
the Lenders, on the one hand, and the Company, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and

          (c)   no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Company and the Lenders.

     8.17 CONFIDENTIALITY. Each Lender agrees to hold any non-public
confidential information which it may receive from the Company pursuant to this
Agreement in confidence except for disclosure: (i) to its Affiliates and to
other Lenders and their respective Affiliates, (ii) to legal counsel,
accountants, and other professional advisors to that Lender or to a potential
participant or assignee, (iii) to regulatory officials, (iv) to any Person as
requested pursuant to or as required by law, regulation, or legal process,
(v) to any Person in connection with any legal proceeding to which that Lender
is a party, and (vi) otherwise permitted by this Agreement.

                                      -94-
<Page>

     8.18 WAIVER OF JURY TRIAL. THE LENDERS AND THE AGENT AND THE COMPANY, AFTER
CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY
JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF ANY LOAN DOCUMENT OR ANY
RELATED INSTRUMENT OR AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTIONS OF ANY OF THEM. NEITHER ANY LENDER, THE AGENT NOR THE
COMPANY SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY
TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO
HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY ANY PARTY HERETO EXCEPT BY
A WRITTEN INSTRUMENT EXECUTED BY SUCH PARTY.

     8.19 Upon the satisfaction or waiver (in the discretion of the Agent and
the Lenders) of all the conditions set forth in Section 2.5, the Existing Credit
Agreement automatically shall be deemed amended and restated in its entirety by
this Credit Agreement (it being understood that until such satisfaction or
waiver, the terms of the Existing Credit Agreement shall continue in full force
and effect). It is the intent of the parties hereto that this Agreement shall
re-evidence, in part, the Lender Indebtedness under the Existing Credit
Agreement and is in no way intended to constitute a novation of any of the
Lender Indebtedness which was evidenced by the Existing Credit Agreement or any
of the other Loan Documents executed in connection therewith. Without limiting
the foregoing, all Existing Letters of Credit shall continue hereunder (and
shall be governed by the terms of) this Agreement in accordance with the terms
hereof.

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

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above-written.

Address for Notices:                   APCOA/STANDARD PARKING, INC.

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

Address for Notices:                   LASALLE BANK NATIONAL ASSOCIATION,
                                       as Agent and a Lender
135 South LaSalle Street

                                      -95-
<Page>

Chicago, Illinois 60603
Attn: Ms. Mary Lou Bartlett            By:
Telephone: (312)904-0433                   ----------------------------
Facsimile: (312)904-0432               Name:
                                            --------------------------
                                       Title:
                                             -------------------------

Revolving Commitment: $25,000,000

Term Loan Commitment: $0

Address for Notices:                   BANK ONE, NA, as a Lender

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

Revolving Commitment: $0

Term Loan Commitment: $15,000,000

                                      -96-