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                                                                EXHIBIT 10.34

     AMENDED AND RESTATED DEALER MANAGER AND CONSENT SOLICITATION AGREEMENT

                                December 19, 2001

CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue
New York, NY 10010-3629

Dear Ladies and Gentlemen:

This Amended and Restated Dealer Manager Agreement was originally executed on
November 20, 2001, was amended and restated in its entirety on the date hereof
only to reflect changes to (1) the fee paid to the Dealer Manager and (2) the
payment of certain expenses by the Company.

1.   THE EXCHANGE OFFER AND CONSENT SOLICITATION. APCOA/Standard Parking, Inc.,
     a Delaware corporation ("Purchaser"), is making an exchange offer
     (hereinafter referred to, together with any amendments, supplements or
     extensions thereof, as the "Exchange Offer") to issue $50.00 million (with
     a minimum of $45.50 million and a maximum of $65.00 million) of its new 14%
     Senior Subordinated Second Lien Notes due 2006 (the "New Bonds") and shares
     of its new 18% Senior Convertible Redeemable Preferred Stock (the
     "Preferred Stock") in exchange for $41.43 million (with a minimum of $35.00
     million and a maximum of $62.86 million) of the Purchaser's outstanding 9
     1/4% Senior Subordinated Notes due 2008 (the "Old Bonds" and, together with
     the New Bonds, the "Bonds") and a payment to the Purchaser of $506.90 in
     cash for each $1,000 principal amount of Old Bonds tendered in exchange for
     New Bonds (subject to adjustment) and such other amounts of Old Bonds as
     may be tendered for exchange with the Preferred Stock, on the terms and
     subject to the conditions set forth in the Offering Circular and Consent
     Solicitation Statement (the "Offering Circular") and Consent and Letter of
     Transmittal (the "Consent and Letter of Transmittal") attached hereto as
     Exhibits A and B, respectively, as the same may be amended or supplemented
     from time to time. The New Bonds will be guaranteed (the "Subsidiary
     Guarantees") by the subsidiaries of the Company named on the signature
     pages hereto (each, a "Guarantor" and, collectively, the "Guarantors").

     Concurrently with the Exchange Offer, the Purchaser intends to solicit (the
     "Solicitation") the consents (the "Consents") of the holders of the Old
     Bonds to certain proposed amendments (the "Proposed Amendments") to the
     indenture pursuant to which the Old Bonds were issued (the "Old
     Indenture"). The Proposed Amendments, to the extent that the requisite
     Consents are received, shall become effective upon the execution of a
     supplemental indenture (the "Supplemental Indenture") in respect of the Old
     Indenture

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     by the Purchaser and the several guarantors of the Old Bonds, but will not
     become operative until the consummation of the Exchange Offer.

     The New Bonds and the Preferred Stock will be offered and exchanged
     pursuant to one or more exemptions from the registration requirements of
     the Securities Act of 1933, as amended (the "Act"). Accordingly, the New
     Bonds and the Preferred Stock will be offered to and exchanged with only
     holders of the Old Bonds who are either (i) "Qualified Institutional Buyers
     " (as defined in Rule 144A under the Act), (ii) "Institutional Accredited
     Investors" (as defined in Rule 501(a) (1), (2), (3) or (7) under the Act)
     ("IAIs") or (iii) non-U.S. Persons who will exchange their Old Securities
     outside the United States (within the meaning of Regulation S under the
     Act) (each of the holders in immediately preceding clauses (i) through
     (iii), the "Holders").

     Holders of the New Bonds will have the registration rights set forth in the
     registration rights agreement (the "Registration Rights Agreement"), to be
     dated the date of consummation of the Exchange Offer, for so long as such
     New Bonds constitute "Transfer Restricted Securities" (as defined in the
     Registration Rights Agreement). Pursuant to the Registration Rights
     Agreement, the Company and the New Guarantors will agree to file with the
     Securities and Exchange Commission (the "Commission"), under the
     circumstances set forth therein, (i) a registration statement under the Act
     (the "Exchange Registered Statement") relating to the Company's new 14%
     Senior Subordinated Second Lien Notes due 2006 (the "New Registered Bonds")
     to be offered in exchange for the New Bonds (such offer to exchange being
     referred to as the "Registered Exchange Offer") and the Subsidiary
     Guarantees thereof and (ii), under certain circumstances, a shelf
     registration statement pursuant to Rule 415 under the Act (the "Shelf
     Registration Statement" and, together with the Exchange Registration
     Statement, the "Registration Statements"), relating to the resale by
     certain holders of the New Bonds, and to use their respective reasonable
     best efforts to cause such Registration Statements to be declared and
     remain effective and usable for the periods specified in the Registration
     Rights Agreement and to consummate the Registered Exchange Offer.

2.   APPOINTMENT AS DEALER MANAGER AND SOLICITATION AGENT. Purchaser hereby
     appoints you as its sole Dealer Manager and Solicitation Agent (the "Dealer
     Manager and Solicitation Agent") and authorizes you to act as such in
     connection with the Exchange Offer and the Solicitation. On the basis of
     the representations, warranties and covenants of Purchaser contained
     herein, as Dealer Manager and Solicitation Agent, you agree, in accordance
     with your customary practice, to perform those services in connection with
     the Exchange Offer and the Solicitation as are customarily performed by
     investment banks in connection with exchange offers and consent
     solicitations of a like nature, including, but not limited to, using
     reasonable best efforts to solicit tenders of Old Bonds, pursuant to the
     Exchange Offer and Consents to the Proposed Amendments pursuant to the
     Solicitation, and communicating generally regarding the Exchange Offer and
     the Solicitation with brokers, dealers, commercial banks and trust
     companies and other holders of Old Bonds. In such capacity, you shall act
     as an independent contractor, and each of your duties arising out of your
     engagement pursuant to this Agreement shall be owed solely to Purchaser.

     Purchaser further authorizes you to communicate with Wilmington Trust
     Company, in its capacity as Trustee for the New Bonds (the "Trustee"), and
     in its capacity as exchange

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     agent (the "Exchange Agent"), and with Mackenzie Partners, Inc., in its
     capacity as information agent (the "Information Agent"), with respect to
     matters relating to the Exchange Offer and Solicitation. Purchaser has
     instructed the Exchange Agent to advise you at least daily as to the number
     of Bonds that have been tendered pursuant to the Exchange Offer, the number
     of Consents that have been delivered pursuant to the Solicitation, and as
     to such other matters in connection with the Exchange Offer and the
     Solicitation as you may request.

3.   NO LIABILITY FOR ACTS OF BROKERS, DEALERS, BANKS AND TRUST COMPANIES.
     Neither you nor any of your affiliates shall have any liability to
     Purchaser or any other person for any losses, claims, damages, liabilities
     and expenses (each, a "Loss" and collectively, the "Losses") arising from
     any act or omission on the part of any broker or dealer (other than Credit
     Suisse First Boston Corporation in its capacity as broker or dealer) in
     securities (a "Dealer"), bank or trust company, or any other person, and
     neither you nor any of your affiliates shall be liable for any Losses
     arising from your own acts or omissions in performing your obligations as
     Dealer Manager and Solicitation Agent or as a Dealer hereunder or otherwise
     in connection with the Exchange Offer or the Solicitation, except for any
     such Losses which are finally judicially determined to have resulted
     primarily from your bad faith, willful misconduct or gross negligence in
     performing the services that are the subject of this Agreement. In
     soliciting or obtaining tenders or delivery of Consents, no Dealer (other
     than you), bank or trust company is to be deemed to be acting as your agent
     or the agent of Purchaser or any of its affiliates, and you, as Dealer
     Manager and Solicitation Agent, are not to be deemed the agent of any
     Dealer (other than you), bank or trust company or the agent or fiduciary of
     Purchaser or any of its affiliates, security holders, creditors or of any
     other person. In soliciting or obtaining tenders of Old Bonds or delivery
     of Consents, you shall not be and shall not be deemed for any purpose to
     act as a partner or joint venturer of or a member of a syndicate or group
     with Purchaser or any of its affiliates in connection with the Exchange
     Offer or the Solicitation, any exchange of the Old Bonds, any distribution
     of the New Bonds or any distribution of the Preferred Stock, or otherwise,
     and neither Purchaser nor any of its affiliates shall be deemed to act as
     your agent. Purchaser shall have sole authority for the acceptance or
     rejection of any and all tenders of Bonds or delivery of Consents.

4.   THE EXCHANGE OFFER AND CONSENT SOLICITATION MATERIAL. Purchaser agrees to
     furnish you, at its expense, with as many copies as you may reasonably
     request of the Offering Circular, the Consent and Letter of Transmittal
     (together with all exhibits, amendments and supplements thereto, the
     "Offering Circular") to be used by the Purchaser in connection with the
     Exchange Offer and the Solicitation and the transactions contemplated
     thereby and any other documents used in connection therewith (including,
     without limitation, press releases filed on Form 8-K), and other documents
     filed or to be filed with the Commission or any other Federal or state
     governmental or regulatory authorities or any court in connection with and
     related to the Exchange Offer and Consent Solicitation (each an "Other
     Agency" and collectively, the "Other Agencies") and any amendments or
     supplements to any such statements and documents (the definitive forms of
     all of the foregoing materials are hereinafter collectively referred to as
     the "Exchange Offer and Consent Solicitation Material") to be used by
     Purchaser or authorized by Purchaser for use in connection with the
     Exchange Offer or the Solicitation, and you are authorized to use copies of
     the Exchange Offer and Consent Solicitation Material in connection with the
     Exchange Offer and Solicitation, but shall have no obligation to cause
     copies of such Exchange Offer and Consent Solicitation

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     Material to be transmitted generally to holders of Old Bonds. The Exchange
     Offer and Consent Solicitation Material has been or will be prepared and
     approved by, and is the sole responsibility of, Purchaser (except with
     respect to any statements contained in the Exchange Offer and Consent
     Solicitation Material than are made in reliance upon and in conformity with
     information furnished or confirmed in writing by you to purchase expressly
     for the use therein).

     You hereby agree, as Dealer Manager and Solicitation Agent, that you will
     not disseminate any written material for or in connection with the
     solicitation of tenders of Old Bonds and delivery of Consents pursuant to
     the Exchange Offer and Solicitation other than the Exchange Offer and
     Consent Solicitation Material, and you agree that you will not make any
     statements in connection with such solicitation, other than the statements
     that are set forth in the Exchange Offer and Consent Solicitation Material
     or as otherwise authorized by Purchaser, that authorization shall not be
     unreasonably withheld.

     Purchaser agrees that no Exchange Offer and Consent Solicitation Material
     will be used in connection with the Exchange Offer and the Solicitation or
     the transactions contemplated thereby or filed with the Commission or any
     Other Agency with respect to the Exchange Offer and the Solicitation or the
     transactions contemplated thereby without first obtaining your prior
     approval, which approval shall not be unreasonably withheld. In the event
     that (i) Purchaser uses or permits the use of any Exchange Offer and
     Consent Solicitation Material in connection with the Exchange Offer and the
     Solicitation or the transactions contemplated thereby or files any such
     material with the Commission or any Other Agency without your prior
     approval, (ii) any stop order or restraining order has been issued and not
     thereafter stayed or vacated with respect to, or any proceeding, litigation
     or investigation has been initiated by or before the Commission or any
     Other Agency which is reasonably likely to have a material adverse effect
     on Purchaser's ability to consummate the Exchange Offer and the
     Solicitation, the exchange of Old Bonds for New Bonds and Preferred Stock
     pursuant thereto, the obtaining and use of the funds to make such purchase,
     the execution, delivery and performance of this Agreement or the
     consummation of the transactions contemplated hereby or thereby or (iii)
     Purchaser shall have breached in any material respect any of the
     representations, warranties or covenants, or failed to perform in any
     material respect its obligations, under this Agreement, then you shall be
     entitled to withdraw as Dealer Manager and Solicitation Agent in connection
     with the Exchange Offer and the Solicitation without any liability or
     penalty to you or any Indemnified Person (as hereinafter defined), and you
     shall remain entitled to the indemnification provided in Section 12 hereof
     and to receive the payment of all fees and expenses payable under this
     Agreement that have accrued to the date of such withdrawal or would
     otherwise be due to you on such date. If you withdraw as Dealer Manager and
     Solicitation Agent pursuant to this paragraph, the fees accrued and
     reimbursement for your expenses through the date of such withdrawal shall
     be paid to you promptly after such date.

5.   COMPENSATION. Purchaser agrees to pay you, as compensation for your
     services as Dealer Manager and Solicitation Agent in connection with the
     Exchange Offer and Consent Solicitation, a fee of $3.0 million
     ($3,000,000.00) payable promptly after consummation of the Exchange Offer.

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6.   EXPENSES OF DEALER MANAGER AND SOLICITATION AGENT AND OTHERS. In addition
     to your compensation for your services hereunder pursuant to Section 5
     hereof, Purchaser agrees to pay directly, or reimburse you, as the case may
     be, for (i) all reasonable fees and expenses incurred by you relating to
     the preparation, printing, filing, mailing and publishing of all Exchange
     Offer and Consent Solicitation Material, (ii) all fees and expenses of the
     Trustee, the Exchange Agent and the Information Agent referred to in the
     Offering Circular, (iii) all advertising charges in connection with the
     Exchange Offer and the Solicitation or the transactions contemplated
     thereby, including those of any public relations firm or other person or
     entity rendering services in connection therewith, (iv) all fees, if any,
     payable to Dealers (including you), and banks and trust companies as
     reimbursement for their customary mailing and handling expenses incurred in
     forwarding the Exchange Offer and Consent Solicitation Material to their
     customers and (v) all other reasonable fees and expenses incurred by you in
     connection with the Exchange Offer and the Solicitation or the transactions
     contemplated thereby or otherwise in connection with the performance of
     your services hereunder (including, without limitation, the fees and
     expenses of your legal counsel in an amount not to exceed $300,000). All
     payments to be made by Purchaser pursuant to this Section 6 shall be made
     promptly against delivery to Purchaser of statements therefor. Purchaser
     shall be liable for the foregoing payments whether or not the Exchange
     Offer or the Solicitation or the transactions contemplated thereby are
     commenced, withdrawn, terminated or canceled prior to the exchange of any
     Bonds or the receipt of any Consents, or whether Purchaser or any of its
     subsidiaries or affiliates acquires any Old Bonds or Consents pursuant to
     the Exchange Offer and Consent Solicitation or whether you withdraw
     pursuant to Section 4 hereof.

7.   SECURITYHOLDER LISTS. Purchaser will cause you to be provided with cards or
     lists or other records or copies thereof in such form as you may reasonably
     request showing the names and addresses of, and the number of Old Bonds
     held by, the holders of record or, to the extent available to Purchaser,
     the beneficial owners of Old Bonds as of a recent date and will cause you
     to be advised from day to day during the period of the Exchange Offer and
     the Solicitation as to any transfers of record of Old Bonds.

8.   SUFFICIENT FUNDS. Purchaser represents and warrants to you that it has or,
     at the time Purchaser becomes obligated to exchange Old Bonds under the
     Exchange Offer, will have, sufficient consideration in the form of validly
     authorized and issued New Bonds and Preferred Stock to enable Purchaser to
     exchange, and Purchaser hereby agrees that it will exchange promptly, in
     accordance with and subject to the terms and conditions of the Exchange
     Offer and the Solicitation and Sections 5 and 6 hereof and applicable law,
     the consideration (and related costs) for the Old Bonds which Purchaser has
     offered, and which Purchaser may be required, to exchange for New Bonds and
     Preferred Stock under the Exchange Offer and the Solicitation, and the fees
     and expenses payable hereunder.

9.   ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER.
     Purchaser represents and warrants to you that:

     a)   Each of Purchaser and the Guarantors is a corporation duly organized,
          validly existing and in good standing under the laws of the
          jurisdiction of its incorporation and is duly qualified to transact
          business and is in good standing in each jurisdiction in which the
          conduct of its businesses or the ownership or leasing of

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          property requires such qualification, except to the extent that the
          failure to be so qualified or to be in good standing would not have a
          Material Adverse Effect on operations of Purchaser and the Guarantors
          and all of their respective subsidiaries, taken as a whole, as the
          case may be. As used herein, "MATERIAL ADVERSE EFFECT" shall mean,
          with respect to any person or entity, any effect or group of related
          or unrelated effects that would be reasonably expected to result in a
          material adverse effect on the assets, properties, business, results
          of operations or condition (financial or otherwise) of said person or
          entity and its subsidiaries, taken as a whole.

     b)   (i) Each of Purchaser and the Guarantors has full corporate power and
          authority to take and has duly taken all necessary corporate action to
          authorize (A) the Exchange Offer the Solicitation, (B) the exchange by
          Purchaser of the Old Bonds for the New Bonds and cash or Preferred
          Stock pursuant to the Exchange Offer and the Solicitation and the
          consummation of the other transactions contemplated thereby, and (C)
          the execution, delivery and performance of this Agreement, (ii) this
          Agreement has been duly authorized, executed and delivered on behalf
          of Purchaser and, assuming due authorization, execution and delivery
          of this Agreement by you, is a legal, valid and binding obligation of
          Purchaser enforceable against Purchaser in accordance with its terms,
          except that the enforceability hereof may be limited by bankruptcy,
          insolvency, reorganization, moratorium and other similar laws now or
          hereafter in effect relating to creditors' rights generally and
          general principles of equity.

     c)   (i) Each of Purchaser and the Guarantors, as applicable, has full
          corporate power and authority to take and has duly taken all necessary
          corporate action to authorize the execution, delivery and performance
          of the Supplemental Indenture, the indenture pursuant to which the New
          Bonds will be issued (the "New Indenture") and the Registration Rights
          Agreement, and (ii) the Supplemental Indenture, the New Indenture and
          the Registration Rights Agreement have been duly authorized by each of
          Purchaser and the Guarantors, and assuming due execution and delivery,
          the Supplemental Indenture, the New Indenture and the Registration
          Rights Agreement, valid and binding obligations of each of Purchaser
          and the Guarantors, as applicable, enforceable against each of them in
          accordance with its terms, except as enforceability thereof may be
          limited by bankruptcy, insolvency, reorganization, moratorium and
          other similar laws now or hereafter in effect relating to creditors'
          rights generally and general principles of equity and the right to
          indemnification or contribution provided by the Registration Rights
          Agreement may be limited by public policy considerations.

     d)   The Exchange Offer and Consent Solicitation Material complies or will
          comply in all material respects with the applicable provisions of the
          Securities Exchange Act of 1934, as amended, and the rules and
          regulations promulgated by the Commission thereunder (collectively,
          the "Exchange Act"), and the Exchange Offer and Consent Solicitation
          Material does not and will not contain any untrue statement of a
          material fact or omit to state a material fact required to be stated
          therein or necessary to make the statements made therein, in light of
          the circumstances under which they are made, not misleading; PROVIDED,
          HOWEVER, that no representation is made with respect to any statements
          contained in, or any matter omitted from the Exchange Offer and
          Consent Solicitation Material in

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          reliance upon and in conformity with information furnished or
          confirmed in writing by you to Purchaser expressly for use therein.

     e)   Purchaser will file, if required, the Exchange Offer and Consent
          Solicitation Material and any and all necessary amendments or
          supplements to the Exchange Offer and Consent Solicitation Material
          relating to the Exchange Offer and Consent Solicitation and the
          transactions contemplated thereby with the Commission unless Purchaser
          withdraws or terminates the Exchange Offer and will promptly furnish
          to you true and complete copies of each such amendment and supplement
          upon the filing thereof.

     f)   The Exchange Offer and the Solicitation, the exchange by Purchaser of
          Old Bonds for New Bonds and Preferred Stock pursuant to the Exchange
          Offer and the consummation of the other transactions contemplated
          thereby, and the execution, delivery and performance of this Agreement
          and all related documents by Purchaser, comply and will comply in all
          material respects with all applicable requirements of Federal and
          state law, including, without limitation, any applicable regulations
          of the Commission and Other Agencies, and all applicable judgments,
          orders or decrees; and no consent, authorization, approval, order,
          exemption, registration, qualification or other action of, or filing
          with or notice to, the Commission or any Other Agency is required in
          connection with the execution, delivery and performance of this
          Agreement by Purchaser, the making or consummation by Purchaser of the
          Exchange Offer and the Solicitation or the consummation of the other
          transactions contemplated by this Agreement or the Offering Circular,
          except where the failure to obtain or make such consent,
          authorization, approval, order, exemption, registration, qualification
          or other action or filing or notification would not materially
          adversely affect the ability of Purchaser to execute, deliver and
          perform this Agreement or to commence and consummate the Exchange
          Offer and the Solicitation in accordance with their respective terms.
          All such required consents, authorizations, approvals, orders,
          exemptions, registrations, qualifications and other actions of and
          filings with and notices to the Commission and the Other Agencies will
          have been obtained, taken or made, as the case may be, and all
          statutory or regulatory waiting periods will have elapsed, prior to
          the exchange of the Old Bonds for New Bonds and Preferred Stock
          pursuant to the Exchange Offer and the Solicitation.

     g)   The Exchange Offer and the Solicitation, the exchange of Old Bonds for
          New Bonds and Preferred Stock by Purchaser pursuant to the Exchange
          Offer and the consummation of the other transactions contemplated
          thereby, and the execution, delivery and performance of this Agreement
          and the Registration Rights Agreement by Purchaser, do not and will
          not (i) conflict with or result in a violation of any of the
          provisions of the certificate of incorporation or by-laws (or similar
          organizational documents) of Purchaser or any of its subsidiaries,
          (ii) conflict with or violate in any material respect any law, rule,
          regulation, order, judgment or decree applicable to Purchaser or any
          of its subsidiaries or by which any property or asset of Purchaser or
          any of its subsidiaries is or may be subject or bound, except to the
          extent that such conflict or violation would not reasonably be
          expected to have a Material Adverse Effect on Purchaser and all of its
          subsidiaries taken as a whole or (iii) result in a breach of any of
          the terms or provisions of, or constitute a default (with or without
          due notice and/or lapse of

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          time) under, any loan or credit agreement, indenture, mortgage, note
          or other agreement or instrument to which Purchaser or any of its
          subsidiaries or affiliates is a party or by which any of them or any
          of their respective properties or assets is or may be subject or
          bound, except to the extent that such breach or default would not
          reasonably be expected to have Material Adverse Effect on Purchaser
          and all of its subsidiaries taken as a whole.

     h)   On the date of consummation of the Exchange Offer and on the date of
          execution of the Supplemental Indenture, the New Indenture and the Old
          Indenture, as amended by the Supplemental Indenture (collectively, the
          "Indentures"), will conform in all material respects to the
          requirement of the Trust Indenture Act of 1939, as amended (the
          "TIA"), and the rules and regulations of the Commission applicable to
          an indenture which is qualified thereunder.

     i)   No stop order, restraining order or denial of an application for
          approval has been issued and no investigation, proceeding or
          litigation has been commenced or, to Purchaser's knowledge, threatened
          before the Commission or any Other Agency with respect to the making
          or consummation of the Exchange Offer and the Solicitation and the
          other transactions contemplated thereby or the consummation of the
          other transactions contemplated by this Agreement, the Registration
          Rights Agreement or the Offering Circular or with respect to the
          ownership of the Old Bonds by Purchaser or any of its subsidiaries or
          affiliates.

     j)   None of Purchaser or the Guarantors has any knowledge of any material
          fact or information concerning the Purchaser, the Guarantors or any of
          their respective subsidiaries, or the operations, assets, condition
          (financial or otherwise) or prospects of the Purchaser, the Guarantors
          or any of its subsidiaries, which is required to be made generally
          available to the public and which has not been, or is not being, or
          will not be, made generally available to the public through the
          Exchange Offer and Consent Solicitation Material or otherwise.

     k)   None of Purchaser or the Guarantors is, or will be as a result of the
          exchange by Purchaser of Old Bonds for New Bonds and Preferred Stock
          pursuant to the terms of the Exchange Offer, an "investment company"
          under the Investment Company Act of 1940, as amended, and the rules
          and regulations promulgated by the Commission thereunder.

     l)   Each of the representations, warranties, covenants and other
          statements of Purchaser and the Guarantors set forth in this Agreement
          will be true and correct on and as of the date on which the Exchange
          Offer and the Solicitation is commenced and at all times during the
          period of the Exchange Offer and the Solicitation.

10.  OPINIONS OF PURCHASER'S COUNSEL. Purchaser shall deliver to you opinions
     addressed to you and dated as of the date of the original execution of this
     agreement and the date of the closing of the Exchange Offer of Robert
     Sacks, Esq., Executive Vice President and General Counsel of Purchaser, and
     White & Case LLP, (special counsel to Purchaser), with respect to the
     matters set forth in Exhibits C-1 and C-2, respectively.

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11.  NOTIFICATION OF CERTAIN EVENTS. Purchaser shall advise you promptly of (i)
     the occurrence of any event that could cause Purchaser to withdraw,
     rescind, modify or terminate the Exchange Offer or the Solicitation or the
     transactions contemplated thereby or could permit Purchaser to exercise any
     right not to exchange Old Bonds for New Bonds (other than Purchaser's
     ability to adjust the amount of New Bonds issued as provided in the
     Exchange Offer and Consent Solicitation Material) and Preferred Stock
     tendered under the Exchange Offer, (ii) the occurrence of any event, or the
     discovery of any fact, the occurrence or existence of which it believes
     would require the making of any change in any of the Exchange Offer and
     Consent Solicitation Material then being used or would cause any
     representation, warranty or covenant contained in this Agreement to be
     untrue or inaccurate in any material respect, (iii) any proposal or
     requirement to make, amend or supplement any filing required by the
     Exchange Act in connection with the Exchange Offer and the Solicitation or
     the transactions contemplated thereby or to make any filing in connection
     with the Exchange Offer and the Solicitation or the transactions
     contemplated thereby pursuant to any other applicable law, rule or
     regulation, (iv) the issuance by the Commission or any Other Agency of any
     formal or informal comment or order or the taking of any other action
     concerning the Exchange Offer and the Solicitation or the transactions
     contemplated thereby (and, if in writing, will furnish you with a copy
     thereof), (v) any material developments in connection with the Exchange
     Offer and the Solicitation (or the financing thereof) or the transactions
     contemplated thereby, including, without limitation, the commencement of
     any lawsuit concerning the Exchange Offer and the Solicitation or the
     transactions contemplated thereby and (vi) any other information relating
     to the Exchange Offer and the Solicitation, the Exchange Offer and Consent
     Solicitation Material or this Agreement or the transactions contemplated
     hereby or thereby which you may from time to time reasonably request.

12.  INDEMNIFICATION.

     a)   Purchaser agrees to hold harmless and indemnify you (including any
          affiliated companies) and any officer, director, partner, employee or
          agent of you or any of such affiliated companies and any entity or
          person controlling (within the meaning of Section 20(a) of the
          Exchange Act) you, including any affiliated companies (collectively,
          the "Indemnified Persons"), from and against any and all Losses
          whatsoever (including, but not limited to, any and all expenses
          reasonably incurred in investigating, preparing or defending against
          any litigation or proceeding, commenced or threatened, or any claims
          whatsoever whether or not resulting in any liability) (i) arising out
          of or based upon any untrue statement or alleged untrue statement of a
          material fact contained in the Exchange Offer and Consent Solicitation
          Material, or arising out of or based upon the omission or alleged
          omission to state in the Exchange Offer and Consent Solicitation
          Material Material a material fact required to be stated therein or
          necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading (other than
          statements or omissions made in reliance upon information furnished by
          you in writing to Purchaser expressly for use therein), (ii) arising
          out of or based upon the commencement of, or any withdrawal or
          termination by Purchaser of, or failure by Purchaser to make or
          consummate, the Exchange Offer, the Consent Solicitation or the other
          transactions contemplated by this Agreement or the Tender Offer and
          Consent Solicitation Material except in accordance with the terms of
          the Exchange Offer and Consent Solicitation Material or this Agreement
          or any other failure to comply with the terms and

                                       9
<Page>

          conditions specified in the Exchange Offer and Consent Solicitation
          Material, (iii) arising out of the breach or alleged breach by
          Purchaser of any representation, warranty or covenant set forth in
          this Agreement, (iv) arising out of, relating to or in connection with
          any other action taken or omitted to be taken by an Indemnified Person
          or (v) otherwise arising out of, relating to or in connection with the
          Exchange Offer and the Solicitation, the other transactions described
          in the Exchange Offer and Consent Solicitation Material or your
          services as Dealer Manager and Solicitation Agent hereunder. Purchaser
          shall not, however, be responsible for any Loss pursuant to clauses
          (iv) or (v) of the preceding sentence of this Section 12 that has been
          finally judicially determined to have resulted primarily from the bad
          faith, willful misconduct or gross negligence on the part of any
          Indemnified Person, other than any Loss arising out of or resulting
          from actions performed or omitted to be performed at the request of,
          with the consent of, or in conformity with actions taken or omitted to
          be taken by, Purchaser.

     b)   Purchaser and you agree that if any indemnification sought by any
          Indemnified Person pursuant to this Section 12 is unavailable for any
          reason or insufficient to hold you harmless, then Purchaser and you
          shall contribute to the Losses for which such indemnification is held
          unavailable or insufficient in such proportion as is appropriate to
          reflect the relative benefits received (or anticipated to be received)
          by Purchaser, on the one hand, and actually received by you, on the
          other hand, in connection with the transactions contemplated by this
          Agreement or the Exchange Offer and Consent Solicitation Material or,
          if such allocation is not permitted by applicable law, not only such
          relative benefits but also the relative faults of Purchaser, on the
          one hand, and you, on the other hand, as well as any other equitable
          considerations, subject to the limitation that in any event the
          aggregate contribution by you to all Losses with respect to which
          contribution is available hereunder shall not exceed the fees actually
          received by you in connection with your engagement hereunder. It is
          hereby agreed that the relative benefits to Purchaser, on the one
          hand, and you, on the other hand, with respect to the Exchange Offer
          and the Solicitation and the transactions contemplated by this
          Agreement and the Exchange Offer and Consent Solicitation Material
          shall be deemed to be in the same proportion as (i) the total value
          expected to be received by Purchaser pursuant to the Exchange Offer
          and the Solicitation and the transactions contemplated thereby
          (whether or not the Exchange Offer and the Solicitation or such
          transactions are consummated) bears to (ii) the fees actually received
          by you from Purchaser in connection with your engagement hereunder.

     c)   The foregoing rights to indemnity and contribution shall be in
          addition to any other right that you and the other Indemnified Persons
          may have against Purchaser at common law or otherwise. If any
          litigation or proceeding is brought against any Indemnified Person in
          respect of which indemnification may be sought against Purchaser
          pursuant to this Section 12, such Indemnified Person shall promptly
          notify Purchaser in writing of the commencement of such litigation or
          proceeding, but the failure so to notify Purchaser shall relieve
          Purchaser from any liability which it may have hereunder only if, and
          to the extent that, such failure results in the forfeiture by
          Purchaser of substantial rights and defenses, and will not in any
          event relieve Purchaser from any other obligation or liability that
          they may have to any Indemnified Person other than under this
          Agreement.

                                       10
<Page>

          In case any such litigation or proceeding shall be brought against any
          Indemnified Person and such Indemnified Person shall notify Purchaser
          in writing of the commencement of such litigation or proceeding,
          Purchaser shall be entitled to participate in such litigation or
          proceeding, and, after written notice from Purchaser to such
          Indemnified Person, to assume the defense of such litigation or
          proceeding with counsel of its choice at its expense; PROVIDED,
          HOWEVER, that such counsel shall be satisfactory to the Indemnified
          Person in the exercise of its reasonable judgment. Notwithstanding the
          election of Purchaser to assume the defense of such litigation or
          proceeding, such Indemnified Person shall have the right to employ
          separate counsel and to participate in the defense of such litigation
          or proceeding, and Purchaser shall bear the reasonable fees, costs and
          expenses of such separate counsel and shall pay such fees, costs and
          expenses at least quarterly (provided that with respect to any single
          litigation or proceeding or with respect to several litigations or
          proceedings involving substantially similar legal claims, Purchaser
          shall not be required to bear the fees, costs and expenses of more
          than one such counsel in addition to any local counsel) if (i) in the
          reasonable judgment of such Indemnified Person the use of counsel
          chosen by Purchaser to represent such Indemnified Person would present
          such counsel with a conflict of interest, (ii) the defendants in, or
          targets of, any such litigation or proceeding include both an
          Indemnified Person and Purchaser, and such Indemnified Person shall
          have reasonably concluded that there may be legal defenses available
          to it or to other Indemnified Persons that are different from or
          additional to those available to Purchaser (in which case Purchaser
          shall not have the right to direct the defense of such action on
          behalf of the Indemnified Person), (iii) Purchaser shall not have
          employed counsel satisfactory to such Indemnified Person, in the
          exercise of the Indemnified Person's reasonable judgment, to represent
          such Indemnified Person within a reasonable time after notice of the
          institution of such litigation or proceeding or (iv) Purchaser shall
          authorize in writing such Indemnified Person to employ separate
          counsel at the expense of Purchaser. In any action or proceeding the
          defense of which Purchaser assumes, the Indemnified Person shall have
          the right to participate in such litigation and retain its own counsel
          at such Indemnified Person's own expense. Purchaser and you agree to
          notify the other promptly of the assertion of any claim against it,
          any of its directors or officers or any entity or person who controls
          it within the meaning of Section 20(a) of the Exchange Act in
          connection with the Exchange Offer and the Solicitation. The foregoing
          indemnification commitments shall apply whether or not the Indemnified
          Person is a formal party to such litigation or proceeding.

     d)   Purchaser agrees to reimburse each Indemnified Person for all
          reasonable expenses (including reasonable fees and disbursements of
          counsel) as they are incurred by such Indemnified Person in connection
          with investigating, preparing for, defending or providing evidence
          (including appearing as a witness) with respect to any action, claim,
          investigation, inquiry, arbitration or other proceeding referred to in
          this Section 12 or enforcing this Agreement, whether or not in
          connection with pending or threatened litigation in which any
          Indemnified Person is a party.

     e)   Purchaser agrees that it will not, without your prior written consent,
          settle, compromise or consent to the entry of any judgment in any
          pending or

                                       11
<Page>

          threatened claim, action or proceeding in respect of which
          indemnification may be sought hereunder (whether or not you, any other
          Indemnified Person or Purchaser is an actual or potential party),
          unless such settlement, compromise or consent (i) includes an
          unconditional release of each Indemnified Person from all liability
          arising out of such claim, action or proceeding and (ii) does not
          include a statement as to, or an admission of, fault, culpability or a
          failure to act by or on behalf of an Indemnified Person.

     f)   The foregoing rights to indemnity and contribution shall apply whether
          or not the Indemnified Person is a formal party to such litigation or
          proceeding and shall be in addition to any other right which you and
          the other Indemnified Persons may have against Purchaser at common law
          or otherwise.

13.  CONDITIONS TO OBLIGATIONS OF THE DEALER MANAGER AND SOLICITATION AGENT.
     Your obligations hereunder shall at all times be subject to the conditions
     that (a) all representations, warranties, covenants and other statements of
     Purchaser and the Guarantors contained herein are now, and at all times
     during the period of the Exchange Offer and the Solicitation shall be, true
     and correct in all material respects, (b) Purchaser at all times shall have
     performed in all material respects all its obligations hereunder
     theretofore to be performed and (c) at the closing of the Exchange Offer,
     you shall have received a certificate dated the date of the closing of the
     Exchange Offer, signed by the Chief Executive Officer and the Chief
     Financial Officer of Purchaser, confirming (i) that all representations,
     warranties, covenants and other statements of Purchaser and the Guarantors
     contained herein are, as of such date, true and correct in all material
     respects, (ii) that each of the Purchaser and the Guarantors have complied
     with all of the agreements and satisfied all of the conditions herein
     contained and/or required to be complied with or satisfied on or prior to
     the closing of the Exchange Offer and the Solicitation and (iii) such other
     customary representations, warranties and other matters as are requested by
     you and your counsel.

14.  TERMINATION. This Agreement shall terminate upon the expiration,
     termination or withdrawal of the Exchange Offer and the Solicitation or
     upon withdrawal by you as Dealer Manager and Solicitation Agent pursuant to
     Section 4 hereof, it being understood that Sections 3, 5, 6, 8, 9, 12, 14,
     16, 17, 19, 20, 21, 22, 23 and 24 hereof shall survive any termination of
     this Agreement. In addition, you will have the right to terminate this
     Agreement if the opinions of counsel specified in Section 10 hereof are not
     received by you on the dates specified in Section 10.

15.  NOTICES. All notices and other communications required or permitted to be
     given under this Agreement shall be in writing and shall be given (and
     shall be deemed to have been given upon receipt) by delivery in person, by
     cable, by telecopy, by telegram, by telex or by registered or certified
     mail (postage prepaid, return receipt requested) to the applicable party at
     the addresses indicated below:

     a)   if to you:

                         CREDIT SUISSE FIRST BOSTON CORPORATION
                         Eleven Madison Avenue
                         New York, NY 10010-3629
                         Telecopy No.: (212) 325-8278

                                       12
<Page>

                         Attention: Transactions Advisory Group

                         with a copy to:

                         LATHAM & WATKINS
                         885 Third Avenue
                         New York, New York 10022
                         Telecopy No.: (212) 751-4864
                         Attention: Peter Labonski, Esq.

     b)   if to Purchaser:

                         APCOA/STANDARD PARKING, INC.
                         900 North Michigan Avenue
                         Suite 1600
                         Chicago, Illinois 60611
                         Telecopy No.: (312) 640-6162
                         Attention: General Counsel

                         with a copy to:

                         White & Case LLP
                         1155 Avenue of the Americas
                         New York, New York 10036
                         Telephone No.: (212) 819-8200
                         Telecopy No.: (212) 354-8113
                         Attention: Jonathan E. Kahn

16.  CONSENT TO JURISDICTION; SERVICE OF PROCESS. Purchaser hereby (a) submits
     to the jurisdiction of any New York State or Federal court sitting in the
     City of New York with respect to any actions and proceedings arising out of
     or relating to this Agreement, (b) agrees that all claims with respect to
     such actions or proceedings may be heard and determined in such New York
     State or Federal court, (c) waives the defense of an inconvenient forum,
     (d) agrees not to commence any action or proceeding relating to this
     Agreement other than in a New York State or Federal court sitting in the
     City of New York and (e) agrees that a final judgment in any such action or
     proceeding shall be conclusive and may be enforced in other jurisdictions
     by suit on the judgment or in any other manner provided by law.

17.  JOINT AND SEVERAL OBLIGATIONS, ETC. In the event that Purchaser makes the
     Exchange Offer and the Solicitation through one or more of its affiliates,
     each reference in this Agreement to Purchaser shall be deemed to be a
     reference to Purchaser and any such affiliates, and the representations,
     warranties, covenants and agreements of Purchaser and any such affiliates
     hereunder shall be joint and several.

18.  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the
     parties hereto with respect to the subject matter hereof and supersedes all
     prior agreements and undertakings, both written and oral, among the
     parties, or any of them, with respect to the subject matter hereof.

                                       13
<Page>

19.  AMENDMENT. This Agreement may not be amended except in writing signed by
     each party to be bound thereby.

20.  GOVERNING LAW. The validity and interpretation of this Agreement shall be
     governed by, and construed and enforced in accordance with, the laws of the
     State of New York, without regard to conflicts of law principles thereof.

21.  WAIVER OF JURY TRIAL. PURCHASER HEREBY AGREES ON ITS OWN BEHALF AND, TO THE
     EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS SECURITY HOLDERS, TO
     WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER-CLAIM
     OR ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
     TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, THE
     EXCHANGE OFFER AND THE SOLICITATION).

22.  COUNTERPARTS; SEVERABILITY. This Agreement may be executed in two or more
     separate counterparts, each of which shall be deemed an original, but all
     of which together shall constitute one and the same instrument. Any term or
     provision of this Agreement which is invalid or unenforceable in any
     jurisdiction shall, as to such jurisdiction, be ineffective to the extent
     of such invalidity or unenforceability without rendering invalid or
     unenforceable the remaining terms and provisions of this Agreement or
     affecting the validity or enforceability of any of the terms or provisions
     of this Agreement in any other jurisdiction.

23.  PARTIES IN INTEREST. This Agreement, including rights to indemnity and
     contribution hereunder, shall be binding upon and inure solely to the
     benefit of each party hereto, the Indemnified Persons and their respective
     successors, heirs and assigns, and nothing in this Agreement, express or
     implied, is intended to or shall confer upon any other person any right,
     benefit or remedy of any nature whatsoever under or by reason of this
     Agreement.

24.  TOMBSTONE. Purchaser acknowledges that you may, subject to applicable
     securities laws, at your expense place an announcement in such newspapers
     and periodicals as you may choose, stating that you have acted or are
     acting as Dealer Manager and financial advisor to Purchaser in connection
     with the Exchange Offer and the Solicitation and the transactions
     contemplated thereby.

                            [SIGNATURE PAGES FOLLOW]

                                       14
<Page>

     Please indicate your willingness to act as Dealer Manager and your
     acceptance of the foregoing provisions by signing in the space provided
     below for that purpose and returning to us a copy of this Agreement so
     signed, whereupon this Agreement and your acceptance shall constitute a
     binding agreement between us.

                                Very truly yours,

A-1 Auto Park, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

AP Holdings, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Treasurer

APCOA Capital Corporation

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

Century Parking, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

Events Parking Co., Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Treasurer

                                       15
<Page>

Hawaii Parking Maintenance, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

Metropolitan Parking System, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Treasurer

S&S Parking, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

Sentinel Parking Co. of Ohio, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

Sentry Parking Corporation

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

Standard Auto Park, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Treasurer

                                       16
<Page>

Standard Parking Corporation

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Treasurer


Standard Parking Corporation, IL


By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Treasurer

Tower Parking, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer


Virginia Parking Service, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

APCOA Bradley Parking Company, LLC
By:  APCOA/Standard Parking, Inc., its Sole Member

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Executive Vice President, Chief Financial
       Officer, Treasurer

APCOA LaSalle Parking Company, L.L.C.
By:  APCOA/Standard Parking Inc., its Manager

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Executive Vice President, Chief Financial
       Officer, Treasurer

                                       17
<Page>

Executive Parking Industries, L.L.C.
By:  APCOA/Standard Parking, Inc., its Manager

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Executive Vice President, Chief Financial
       Officer, Treasurer

Accepted as of the date first above written:

CREDIT SUISSE FIRST BOSTON CORPORATION

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

                                       18
<Page>

                                    Exhibit A

                                Offering Circular

                                       19
<Page>

                                    Exhibit B

                              Letter of Transmittal

                                       20
<Page>

                                   Exhibit C-1

            Matters to be Addressed in the Opinion of Robert Sacks, Esq.

     a)   Each of Purchaser and the Guarantors is a corporation duly organized,
          validly existing and in good standing under the laws of the
          jurisdiction of its incorporation and is duly qualified to transact
          business and is in good standing in each jurisdiction in which the
          conduct of its businesses or the ownership or leasing of property
          requires such qualification, except to the extent that the failure to
          be so qualified or to be in good standing, considering all such cases
          in the aggregate, would not reasonably be expected to have a Material
          Adverse Effect on Purchaser and all of its subsidiaries, taken as a
          whole.

     b)   Purchaser has full corporate power and authority to take and has duly
          taken all necessary corporate action to authorize (i) the Exchange
          Offer and the Solicitation, (ii) the exchange by Purchaser of Old
          Bonds and, in certain cases, cash for New Bonds and Preferred Stock
          pursuant to the Exchange Offer and the consummation of the other
          transactions contemplated thereby, subject to the filing of the
          Certificate of Designation with the state of Delaware, and (iii) the
          execution, delivery and performance of this Agreement, and this
          Agreement has been duly executed and delivered on behalf of Purchaser
          and, assuming due authorization, execution and delivery of this
          Agreement by Credit Suisse First Boston Corporation, is a legal, valid
          and binding obligation of Purchaser enforceable against Purchaser in
          accordance with its terms except as the enforceability thereof may be
          limited by bankruptcy, insolvency, reorganization or other similar
          laws affecting enforcement of creditor's rights generally and by
          general equitable principles (regardless of whether the issue of
          enforceability is considered in a proceeding in equity or at law) and
          except as rights to indemnity and contribution may be limited by
          federal or state laws or as being against public policy.

     c)   The Exchange Offer and the Solicitation, the exchange of Old Bonds
          and, in certain cases, cash by Purchaser for New Bonds and Preferred
          Stock pursuant to the Exchange Offer and the consummation of the other
          transactions contemplated thereby, and the execution, delivery and
          performance of this Agreement by Purchaser and the Guarantors, do not
          and will not (i) conflict with or result in a violation of any of the
          provisions of the certificate of incorporation or by-laws (or similar
          organizational documents) of Purchaser or any of its subsidiaries,
          (ii) conflict with or violate in any material respect any law, rule,
          regulation, order, judgment or decree applicable to Purchaser or by
          which any property or asset of Purchaser or any of its subsidiaries is
          or may be bound, except to the extent that such conflict or violation
          would not reasonably be expected to have a Material Adverse Effect on
          Purchaser and all of its subsidiaries taken as a whole or (iii) result
          in a breach of any of the material terms or provisions of, or
          constitute a default (with or without due notice and/or lapse of time)
          under, any loan or credit agreement, indenture, mortgage, note or
          other agreement or instrument to which Purchaser or any of its
          subsidiaries is a

                                       21
<Page>

          party or by which any of them or any of its properties or assets is or
          may be bound, except to the extent that such breach or default would
          not reasonably be expected to have a Material Adverse Effect on
          Purchaser and all of its subsidiaries taken as a whole.

     d)   The Exchange Offer and the Consent Solicitation, the exchange by
          Purchaser of Old Bonds and, in certain cases, cash for New Bonds and
          Preferred Stock pursuant to the Exchange Offer and the consummation of
          the other transactions contemplated thereby, and the execution,
          delivery and performance of this Agreement by Purchaser and the
          Guarantors, comply and will comply in all material respects with all
          applicable requirements of Federal, state and local law, (other than
          U.S. federal and state securities or "blue sky" laws and regulations
          as to which we do not express any opinion), any applicable regulations
          of Other Agencies (other than the Commission or Other Agencies that
          regulate securities as to which we do not express any opinion), and
          all applicable judgments, orders or decrees, and no consent
          authorization, approval, order, exemption, registration, qualification
          or other action of, or filing with or notice to, any Other Agencies is
          required (other than the Commission or Other Agencies that regulate
          securities, as to which we do not express any opinion) in connection
          with the execution, delivery and performance of this Agreement by
          Purchaser or any of the Guarantors, the making or consummation by
          Purchaser of the Exchange Offer and the Solicitation or the
          consummation of the other transactions contemplated by this Agreement
          or the Offering Circular, except where the failure to obtain or make
          such consent, authorization, approval, order, exemption, registration,
          qualification or other action or filing or notification would not
          materially adversely affect the ability of Purchaser to execute,
          deliver and perform this Agreement or to commence and consummate the
          Exchange Offer or the Solicitation in accordance with their respective
          terms.

     e)   Except as expressly disclosed in the Offering Circular, no stop order,
          restraining order or denial of an application for approval has been
          issued and no investigation, proceeding or litigation has been
          commenced or, to such counsel's knowledge threatened before the
          Commission or any Other Agency with respect to the making or
          consummation of the Exchange Offer and the Solicitation and the other
          transactions contemplated thereby or the consummation of the other
          transactions contemplated by this Agreement or the Exchange Offer and
          Consent Solicitation Material or with respect to the ownership of the
          Bonds by Purchaser, the Guarantors or any of their respective
          subsidiaries.

     f)   To such counsel's knowledge, Purchaser has no knowledge of any
          material fact or information concerning Purchaser or any of its
          subsidiaries, or the operations, assets, condition (financial or
          otherwise) of Purchaser or any of its subsidiaries, that is required
          to be made generally available to the public and which has not been,
          or is not being, or will not be, made generally available to the
          public through the Exchange Offer and Consent Solicitation Material or
          otherwise.

     g)   The statements under the captions "Business Government Regulation" and
          "Business Legal Proceedings" in the Offering Circular, insofar as such
          statements constitute a summary of the legal matters, documents or
          proceedings

                                       22
<Page>

          referred to therein, fairly present in all material respects such
          legal matters, documents and proceedings.

     Such counsel shall also advise that no facts have come to its attention
     which has caused it to believe that the Exchange Offer and Consent
     Solicitation Materials (apart from the financial information contained or
     incorporated by reference therein, as to which such counsel expresses no
     opinion) contains any untrue statement of a material fact or omits to state
     a material fact required to be stated therein or necessary to make the
     statements made therein, in light of the circumstances under which they
     were made, not misleading.

                                       23
<Page>

                                   Exhibit C-2

            Matters to be Addressed in the Opinion of White & Case LLP

     a)   None of (i) the issuance, sale and delivery by Purchaser of the New
          Bonds and Preferred Stock pursuant to the Exchange Offer, (ii) the
          execution and delivery of the Agreement, (iii) the compliance by
          Purchaser with the terms and provisions thereof or (iv) the
          consummation by Purchaser of the Transactions (as defined in the
          Offering Circular), will conflict with, constitute a default under, or
          violate any New York State law or Delaware corporation law or United
          States federal law or regulation which are explicitly and normally
          applicable to transactions of the type contemplated by the Exchange
          Offer, except where such conflict or default would not reasonably be
          expected to have a Material Adverse Effect on Purchaser and all of its
          subsidiaries taken as a whole.

          No consent, approval, authorization, order, license, registration or
          qualification of or with any governmental agency or body is required
          for the issue and sale by Purchaser of the New Bonds or Preferred
          Stock pursuant to the Exchange Offer, the solicitation of Consents or
          the consummation by Purchaser of the other Transactions (as defined in
          the Offering Circular) or as contemplated by the Registration Rights
          Agreement, except such consents, approvals, authorizations, orders,
          licenses, registrations or qualifications as have been obtained under
          the Securities Act, the Securities Exchange Act and the Trust
          Indenture Act and state securities or Blue Sky laws in connection with
          the exchange of Old Bonds for New Bonds and Preferred Stock, except
          where the failure to obtain such consent, approval, authorization,
          order, license, registration or qualification would not reasonably be
          expected to have Material Adverse Effect on Purchaser and all of its
          subsidiaries taken as a whole.

     b)   Except as expressly disclosed in the Offering Circular, to such
          counsel's knowledge no stop order, restraining order or denial of an
          application for approval has been issued and no investigation,
          proceeding or litigation has been commenced or threatened before the
          Commission or any Other Agency with respect to the making or
          consummation of the Exchange Offer and the Solicitation or the
          consummation of the other transactions contemplated by this Agreement
          or the Offering Circular or with respect to the ownership of the Bonds
          by Purchaser or any of their respective subsidiaries.

     c)   None of Purchaser or the Guarantors is, or will be as a result of the
          exchange by Purchaser of Old Bonds for New Bonds and Preferred Stock
          pursuant to the terms of the Exchange Offer, an "investment company"
          under the Investment Company Act of 1940, as amended, and the rules
          and regulations promulgated by the Commission thereunder.

     d)   The Exchange Offer and Consent Solicitation Material, taken as a
          whole, comply with Rule 14e-1 under the Exchange Act.

     e)   The Indentures conform in all material respects to the requirement of
          the TIA and the rules and regulations of the Commission applicable to
          an indenture which is qualified thereunder.*

                                       24
<Page>

     f)   The statements set forth in the Offering Circular under the caption
          "Description of Notes," insofar as it purports to constitute a summary
          of the terms of the New Bonds, the New Indenture, the Registration
          Rights Agreement and the Subsidiary Guarantee, fairly summarize in all
          material respects the terms thereof.* The statements contained in the
          section of the Offering Circular captioned "Certain U.S. Federal
          Income Tax Considerations," to the extent such statements constitute
          matters of the U.S. Federal income tax law and legal conclusions with
          respect thereto, are accurate in all material respects.

     g)   The Preferred Stock has been duly authorized and, upon payment and
          delivery in accordance with the Dealer Manager Agreement will be
          validly issued, fully paid and non-assessable.

     h)   The New Bonds have been duly authorized and validly executed and
          delivered by the Company. When the New Bonds have been issued,
          executed and authenticated in accordance with the provisions of the
          New Indenture and delivered to and exchanged for by the Holders of the
          Old Bonds in accordance with the terms of the Exchange Offer, the New
          Bonds will be entitled to the benefits of the New Indenture and will
          be valid and binding obligations of the Company, enforceable in
          accordance with their terms except as the enforceability thereof may
          be limited by (i) bankruptcy, insolvency or similar laws affecting
          creditors' rights generally and (ii) equitable principles of general
          applicability (whether considered in a proceeding in equity or at
          law).*

     i)   The New Registered Bonds have been duly authorized by the Company.
          When the New Registered Bonds are issued, executed and authenticated
          in accordance with the terms of the Registered Exchange Offer and the
          New Indenture, the New Registered Bonds will be entitled to the
          benefits of the New Indenture and will be the valid and binding
          obligations of the Company, enforceable against the Company in
          accordance with their terms, except as (i) the enforceability thereof
          may be limited by bankruptcy, insolvency or similar laws affecting
          creditors' rights generally and (ii) rights of acceleration and the
          availability of equitable remedies may be limited by equitable
          principles of general applicability.*

     j)   The Subsidiary Guarantee endorsed on the New Bonds by each Guarantor
          has been duly authorized, executed and delivered by each such
          Guarantor, is entitled to the benefits of the New Indenture and is the
          valid and binding obligation of such Guarantor, enforceable against
          such Guarantor in accordance with its terms, except as the
          enforceability thereof may be limited by (i) bankruptcy, insolvency or
          similar laws affecting creditors' rights generally and (ii) equitable
          principles of general applicability (whether considered in a
          proceeding in equity or at law).*

     k)   The Subsidiary Guarantee to be endorsed on the New Registered Bonds by
          each Guarantor has been duly authorized by such Guarantor.*

     l)   The Agreement has been duly authorized and validly executed and
          delivered by the Company and constitutes a legal, valid and binding
          agreement of the Company, enforceable against the Company in
          accordance with its terms except

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          as the enforceability thereof may be limited by (i) bankruptcy,
          insolvency or similar laws affecting creditors' rights generally and
          (ii) equitable principles of general applicability (whether considered
          in a proceeding in equity or at law), and that rights to
          indemnification or contribution provided for in this Agreement may be
          limited by federal and state laws or as being against public policy.

     m)   Each of the New Indenture, the Supplemental Indenture and the
          Registration Rights Agreement has been duly authorized and validly
          executed and delivered by the Company and constitutes a legal, valid
          and binding agreement of the Company, enforceable against the Company
          in accordance with its terms except as the enforceability thereof may
          be limited by (i) bankruptcy, insolvency or similar laws affecting
          creditors' rights generally and (ii) equitable principles of general
          applicability (whether considered in a proceeding in equity or at
          law), and that rights to indemnification or contribution provided for
          in the Registration Rights Agreement may be limited by federal or
          state laws or as being against public policy.*

     Such counsel shall also advise that no facts have come to its attention
     which has caused it to believe that the Exchange Offer and Consent
     Solicitation Material (apart from the financial information contained or
     incorporated by reference therein as to which such counsel expresses no
     opinion) contains any untrue statement of a material fact or omits to state
     a material fact required to be stated therein or necessary to make the
     statements made therein, in light of the circumstances under which they
     were made, not misleading.

     "*" signifies opinions that will only be delivered at the Closing.

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