Exhibit 10.1


 


SEVENTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS SEVENTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this  “Amendment”) is made and entered into as
of the 30th day of June, 2003 and is by and among Standard Parking Corporation
(formerly known as APCOA/Standard Parking, Inc.), a Delaware corporation (the
“Company”), LaSalle Bank National Association, a national banking association
(“LaSalle”), Bank One, NA, a national banking association (“Bank One”), and
LaSalle as agent (in such capacity, the “Agent”) for the “Lenders” under the
Credit Agreement referred to below.


 


W I T N E S S E T H:


 


WHEREAS,
LaSalle, Bank One and the Company are all of the parties to that certain
Amended and Restated Credit Agreement dated as of January 11, 2002, as
amended (as such agreement has been or may be further amended, restated,
modified or supplemented and in effect from time to time, the “Credit
Agreement”), and LaSalle and Bank One are all of the “Lenders” thereunder;  and


 


WHEREAS,
LaSalle, Bank One and the Company desire to amend the Credit Agreement in
certain respects, as hereinafter described in this Amendment;


 


NOW
THEREFORE, in consideration of the mutual conditions
and agreements set forth in the Credit Agreement and this Amendment, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


1.                                       Definitions.  Capitalized terms used in this Amendment,
unless otherwise defined herein, shall have the meaning ascribed to such terms
in the Credit Agreement.  In addition,
the following term shall have the meaning indicated:


 


“Seventh
Amendment Effective Date” means the date upon which this Amendment is
executed by the Company, LaSalle, and Bank One, and the Guarantor Consent and
Reaffirmation hereto is executed by each Guarantor, and each other condition to
effectiveness set forth in Section 3 hereof has been fulfilled to the
reasonable satisfaction of LaSalle and Bank One.


 


2.                                       Amendment
of Credit Agreement.  Effective on
the Seventh Amendment Effective Date, the Credit Agreement shall be amended as
follows:


 


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


 


“Applicable
Margin” shall mean, with respect to any Adjusted Corporate Base Rate Loan
or LIBOR Loan, the applicable percentage set forth below:


 


	
  Type of Revolving Credit Loan

  	
   

  	
  Applicable Margin

  
	
   

  	
   

  	
   

  
	
  LIBOR Loan

  	
   

  	
  4.50% (450 basis points)

  
	
  Adjusted Corporate Base Rate Loan

  	
   

  	
  2.25% (225 basis points)

  



 

















 


(B)                                The
definition of “Borrowing Base” in Section 1.1 of the Credit Agreement shall be
amended and restated in its entirety with respect to the Borrowing Base report
due under Section 5.1(d)(ii) of the Credit Agreement as of June 30, 2003
and each Borrowing Base report due thereafter as follows:


 


“Borrowing
Base” shall mean an amount equal to (i) eighty percent (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 (other
than Eligible Capital Improvement Receivables), plus (ii) fifty percent
(50%) of all Eligible Capital Improvement Receivables then existing, plus
(iii) forty percent (40%) of (A) the Net Book Value of Fixed Assets of the
Company, minus (B) outstanding Capital Lease Indebtedness of the Company
(determined on a consolidated basis), plus $7,000,000, provided, however,
that such $7,000,000 additional availability shall be decreased by (A) $500,000
as of October 1, 2003, and (B) $500,000 as of the first day of each
calendar quarter thereafter, until such $7,000,000 shall have been decreased to
zero (0).


 


(C)                                The
first sentence of Subsection 2.3(d) of the Credit Agreement shall be amended
and restated in its entirety as follows:


 


“The Company
agrees to pay to the Agent, with respect to Letters of Credit and Existing
Letters of Credit, a per annum fee, computed:


 


(i)                                     with
respect to all periods before July 1, 2003 at 375 basis points, and


 


(ii)                                  with
respect to July 1, 2003 and all periods thereafter at a rate equal to the
Applicable Margin for LIBOR Loans,


 


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 (x) 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 (y) 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.”


 


(D)                               Subsection
3.1(a) of the Credit Agreement shall be amended and restated in its


 


2

















 


entirety as follows:


 


(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 June 30, 2003, $2,500,000 of the
outstanding principal balance of the Term Loan, (iii) on September 30,
2003, $2,500,000 of the outstanding principal balance of the Term Loan and (iv)
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.


 


(E)                                 Subsection
3.2(c) of the Credit Agreement shall be amended and restated in its entirety as
follows:


 


(c)                                  With
respect to the Term Loan, interest shall accrue and be payable as follows,
except as otherwise set forth below:


 


(i)                                     for
the period from the Closing Date to but excluding March 1, 2003, (x) at
the rate of 91⁄2% per annum, payable in arrears on each Interest Payment Date,
plus (y) 31⁄2% 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; and 


 


(ii)                                  for
the period including and after March 1, 2003 to but excluding May 1,
2003, (x) at the rate of 111⁄2% per annum, payable in arrears on each Interest
Payment Date, plus (y) 31⁄2% 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; and


 


(iii)                               for
the period including and after May 1, 2003, (x) at the rate of 131⁄2% per
annum, payable in arrears on each Interest Payment Date, plus (y) 31⁄2% 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 interest
in respect of the Term Loan applicable under clause (i)(x) or (ii)(x) or
(iii)(x) preceding (as applicable) is referred to herein as the “Payable
Interest Rate” and the interest in respect of the Term Loan applicable under
clause (i)(y) or (ii)(y) or (iii)(y) preceding (as applicable) is referred to
herein as the “Accruing Interest Rate”.


 


3

















 


(F)                                 The
Revolving Commitment set forth next to the name of LaSalle on the signature
page to the Credit Agreement shall be amended and restated in its entirety as
“$30,500,000.”


 


3.                                       Conditions
to Amendment Effective Date.  This
Amendment shall become effective and the Seventh Amendment Effective Date shall
occur upon completion of each of the following conditions to the reasonable
satisfaction of each of LaSalle and Bank One:


 


(a)                                  Execution
and Delivery of This Amendment. 
This Amendment shall have been duly executed and delivered by the
parties hereto.


 


(b)                                 Restated
Revolving Note.  The Company shall
have executed and delivered to LaSalle a Third Amended and Restated Revolving
Credit Note in the form attached to this Amendment as Exhibit A.


 


(c)                                  Restated
Term Note.  The Company shall have
executed and delivered to LaSalle a Fourth Amended and Restated Revolving
Credit Note in the form attached to this Amendment as Exhibit B.


 


(d)                                 Guarantor
Reaffirmations.  Each of the
Guarantors shall have executed and delivered to the Agent a reaffirmation of
such Guarantor’s obligations under the Guaranty in the form attached to this
Amendment as Exhibit C.


 


(e)                                  Amendment
Fee.  The Company shall have paid to
the Agent for distribution to Bank One an amendment fee in the amount of
$40,000 in consideration of Bank One’s agreement to amend the Term Loan as
provided herein.  Such fee shall be
fully earned and non-refundable upon the occurrence of the Seventh Amendment
Effective Date.


 


(f)                                    Secretary’s
Certificates; Resolutions; Incumbency. 
The Company shall have delivered to the Agent, for the Company and for
each Guarantor, a certificate of the Secretary or Assistant Secretary of the
Company or such Guarantor certifying:


 


(i)                                     the
names, offices and true signatures of the officers of the Company or such
Guarantor authorized to execute, deliver and perform, as applicable, this
Amendment and/or any other instruments, documents or agreements to be entered
into by the Company or such Guarantor in connection herewith; and


 


(ii)                                  true
and correct copies of resolutions of the board of directors of the Company or
such Guarantor approving and authorizing the execution, delivery and
performance by the Company or such Guarantor of this Amendment and/or any other
instruments, documents or agreements to be entered into by the Company or such
Guarantor in connection herewith.


 


(g)                                 Execution
and Delivery of Other Documents. 
The Company and the Guarantors shall execute and deliver any other
document, instrument, certificate or other agreement reasonably requested by
the Agent in connection with this Amendment.


 


4.                                       Reaffirmation
and Confirmation of Security Interest. 
The Company hereby confirms to LaSalle


 


4

















 


and Bank One that the Company
has granted to the Agent, for the benefit of the Lenders, a security interest
in or lien upon substantially all of its property in order to secure the
obligations of the Company to the Agent and the Lenders pursuant to the Credit
Agreement.  The Company hereby reaffirms
such grant of such security interest and lien to the Agent, for the benefit of
the Lenders, for such purpose in all respects.


 


5.                                       Representation
and Warranties.  To induce LaSalle
and Bank One to enter into this Amendment, the Company hereby represents and
warrants to LaSalle and Bank One that:


 


(a)                                  Since
April 30, 2003, there has been no development or event, which has had or
could reasonably be expected to have a material adverse effect on the Company’s
business or financial condition.  No
Event of Default or Unmatured Event will occur after giving effect to this
Amendment.


 


(b)                                 The
Company has the corporate power and authority, and the legal right, to make and
deliver this Amendment and each other instrument, document or agreement to be
executed and delivered by it pursuant hereto, and to perform all of its obligations
hereunder and thereunder, and under the Credit Agreement as amended by this
Amendment, and the Company has taken all necessary corporate action to
authorize the execution and delivery of this Amendment and each other
instrument, document or agreement to be executed and delivered by it pursuant
hereto.


 


(c)                                  When
executed and delivered, this Amendment and each other instrument, document or
agreement to be executed and delivered by the Company pursuant hereto, and the
Credit Agreement as amended by this Amendment, will constitute legal, valid and
binding obligations of the Company, enforceable in accordance with their
respective terms, except as enforceability may be affected by bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or
affecting the enforcement of creditors’ rights generally, and by general
equitable principles.


 


(d)                                 No
Unmatured Event or Event of Default exists, taking into account the changes to
the Credit Agreement contemplated by this Amendment, and the representations
and warranties made by the Company and the Continuing Guarantors in the Loan
Documents to which each is a party are true and correct in all material
respects on and as of the date hereof, after giving effect to the effectiveness
of this Amendment and each other instrument, document or agreement to be
executed and delivered by any of them pursuant thereto, as if made on and as of
this date, other than those that relate to an earlier or specific date.


 


6.                                       Miscellaneous.


 


(a)                                  Captions.  Section captions and headings used in this
Amendment are for convenience only and are not part of and shall not affect the
construction of this Amendment.


 


(b)                                 Governing
Law.  This Amendment shall be a
contract made under and governed by the laws of the State of Illinois, without
regard to conflict of laws principles. 
Whenever possible, each provision of this Amendment shall be interpreted
in such a manner as to be effective and valid under applicable law, but if any
provision of this Amendment shall be prohibited by or invalid under such law,
such provision shall be ineffective to the extent of such prohibition or
invalidity,


 


5

















 


without invalidating the
remainder of such provision or the remaining provisions of this Amendment.


 


(c)                                  Severability.  Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.


 


(d)                                 Counterparts;
Facsimile Signature.  This Amendment
may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which shall together constitute but one and the same
document.  This Amendment may be
executed by facsimile signature, and any such facsimile signature by any party
hereto shall be deemed to be an original signature and shall be binding on such
party to the same extent as if such facsimile signature were an original
signature.


 


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


 


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


 


(g)                                 Continued
Effectiveness.  Notwithstanding
anything contained herein, the terms of this Amendment are not intended to and
do not serve to effect a novation as to the Credit Agreement, the Notes or any
other Loan Document.  The parties hereto
expressly do not intend to extinguish the Credit Agreement or any other Loan
Document.  Instead, it is the express
intention of the parties hereto to reaffirm the indebtedness created under the
Credit Agreement, as evidenced by the Notes (including the amended and restated
Revolving Note to be executed and delivered pursuant to this Amendment), and as
secured by the collateral described in the Security Documents.  The Loan Documents, except as modified
hereby, remain in full force and effect and are hereby reaffirmed in all
respects.


 


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


 


 


IN WITNESS
WHEREOF, the parties hereto have caused this Seventh Amendment to Amended and
Restated Credit Agreement to be duly executed under seal and delivered by their
respective duly authorized officers on the date first above written.


 


 


	
   

  	
  STANDARD
  PARKING CORPORATION

  (formerly known as APCOA/Standard Parking, Inc.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


6

















 


	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE BANK
  NATIONAL ASSOCIATION,

  as Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK ONE,
  NA, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


7

















 


EXHIBIT A


 


THIRD
AMENDED AND RESTATED REVOLVING CREDIT NOTE


 


	
  $30,500,000

  	
   

  	
  Originally executed January 11, 2002

  
	
   

  	
   

  	
  Amended and Restated on June 30, 2003

  



 


FOR
VALUE RECEIVED, the undersigned, STANDARD PARKING CORPORATION (formerly
known as APCOA/Standard Parking, Inc.), a Delaware corporation (the
“Borrower”), hereby promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national banking
association (the “Lender”):


 


(a)                                  prior to or on the
Revolving Credit Termination Date the principal amount of Thirty Million Five
Hundred Thousand and no/100 Dollars ($30,500,000) or, if less, the aggregate
unpaid principal amount of Revolving Credit Loans advanced by the Lender to the
Borrower pursuant to that certain Amended and Restated Credit Agreement dated
as of January 11, 2002, as amended (as further amended, restated, modified
or supplemented and in effect from time to time, the “Credit Agreement”), among
the Borrower, certain lenders which are or may become parties to the Credit
Agreement, and the Lender, as agent for itself and the other lenders; and


 


(b)                                 interest on the
principal balance hereof from time to time outstanding from and after the
Closing Date under the Credit Agreement at the times and at the rates provided
in the Credit Agreement.


 


This Third
Amended and Restated Revolving Credit Note (this “Note”) evidences borrowings
under and has been issued by the Borrower in accordance with the terms of the
Credit Agreement.  This Note amends and
restates in its entirety the Amended and Restated Revolving Credit Note which
was previously executed and delivered by Borrower to Lender on January 11,
2002 in connection with the Credit Agreement and which has been further amended
and restated prior to the date hereof (the “Existing Revolving Note”).  The amendment and restatement of such
Existing Revolving Note evidenced hereby is pursuant to an increase in the
stated principal amount of the Existing Revolving Note.  It is the intent of the parties hereto that
the Existing Revolving Note, as restated hereby, shall re-evidence the
Revolving Loans under the Credit Agreement and is in no way intended to
constitute repayment or a novation of any of the Lender Indebtedness which is
evidenced by the Credit Agreement or such Existing Revolving Note or any of the
other Loan Documents executed in connection therewith.  The Lender and any holder hereof is entitled
to the benefits of the Credit Agreement, the Security Documents and the other
Loan Documents, and may enforce the agreements of the Borrower contained therein,
and any holder hereof may exercise the respective remedies provided for thereby
or otherwise available in respect thereof, all in accordance with the
respective terms thereof.  All
capitalized terms used in this Note and not otherwise defined herein shall have
the same meanings herein as in the Credit Agreement.


 


The Borrower
irrevocably authorizes the Lender to make or cause to be made, at or about the
time of the making of any Revolving Credit Loan or at the time of receipt of
any payment of


 


8

















 


principal of this Note, an appropriate
notation on the grid attached to this Note, or the continuation of such grid,
or any other similar record, including computer records, reflecting the making
of such Loan or (as the case may be) the receipt of such payment.  The outstanding amount of the Revolving
Credit Loans set forth on the grid attached to this Note, or the continuation
of such grid, or any other similar record, including computer records,
maintained by the Lender with respect to any Revolving Credit Loans shall be
prima facie evidence of the principal amount thereof owing and unpaid to the
Lender, but the failure to record, or any error in so recording, any such
amount on any such grid, continuation or other record shall not limit or
otherwise affect the obligation of the Borrower hereunder or under the Credit
Agreement to make payments of principal of and interest on this Note when due.


 


The Borrower
has the right in certain circumstances and the obligation under certain other
circumstances to prepay the whole or part of the principal of this Note on the
terms and conditions specified in the Credit Agreement.


 


If any one or
more Events of Default shall occur and be continuing, the entire unpaid
principal amount of this Note and all of the unpaid interest accrued thereon
may become or be declared due and payable in accordance with the terms and
conditions of the Credit Agreement.


 


No delay or
omission on the part of the Lender or any holder hereof in exercising any right
hereunder shall operate as a waiver of such right or of any other rights of the
Lender or such holder, nor shall any delay, omission or waiver on any one
occasion be deemed a bar or waiver of the same or any other right on any
further occasion.


 


The Borrower
and every endorser and guarantor of this Note or the obligation represented
hereby waives presentment, demand, notice, protest and all other demands and
notices in connection with the delivery, acceptance, performance, default or
enforcement of this Note, and assents to any extension or postponement of the
time of payment or any other indulgence, to any substitution, exchange or
release of collateral and to the addition or release of any other party or
persons primarily or secondarily liable.


 


THIS NOTE AND
THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF ILLINOIS (EXCLUDING
THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).  THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS OR ANY FEDERAL
COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH
COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER
BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 8.2 OF THE CREDIT AGREEMENT.  THE BORROWER HEREBY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY
SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.


 


9

















 


IN
WITNESS WHEREOF, the undersigned has caused this Third
Amended and Restated Revolving Note to be signed in its corporate name by its
duly authorized officer as of the day and year first above written.


 


 


	
   

  	
  STANDARD
  PARKING CORPORATION

  (formerly known as APCOA/Standard

  Parking, Inc.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


10

















 


	
  Date

  	
   

  	
  Amount of
  Loan

  	
   

  	
  Type of

  Loan*

  	
   

  	
  Interest

  Rate

  	
   

  	
  Interest
  Period

  (if applicable)

  	
   

  	
  Amount of
  Principal

  Paid, Prepaid or

  Converted

  	
   

  	
  Balance of
  Principal

  Unpaid

  	
   

  	
  Notation
  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 












*                                         LIBOR or Adjusted Corporate Base Rate


 


11

















 


EXHIBIT B


 


ALL INDEBTEDNESS EVIDENCED BY THIS NOTE IS
SUBORDINATED TO OTHER INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN,
AND IS OTHERWISE SUBJECT TO THE TERMS OF, THE SUBORDINATION AGREEMENT, DATED AS
OF JANUARY 11, 2002 (THE “SUBORDINATION AGREEMENT”), AS THE SAME
MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED AND IN EFFECT FROM TIME
TO TIME, BY AND AMONG BANK ONE, NA, STANDARD PARKING CORPORATION (FORMERLY
KNOWN AS APCOA/STANDARD PARKING, INC.) AND LASALLE BANK NATIONAL ASSOCIATION.


 


FOURTH
AMENDED AND RESTATED TERM NOTE


 


	
  $15,000,000

  	
   

  	
  Originally executed January 11, 2002

  
	
   

  	
   

  	
  Amended and Restated on December 30,
  2002

  
	
   

  	
   

  	
  Amended and Restated Further on February 26,
  2003

  
	
   

  	
   

  	
  Amended and Restated Further on
  April 30, 2003

  
	
   

  	
   

  	
  Amended and Restated Further on
  June 30, 2003

  



 


FOR
VALUE RECEIVED, the undersigned, STANDARD PARKING CORPORATION (formerly
known as APCOA/Standard Parking, Inc.), a Delaware corporation (the
“Borrower”), hereby promises to pay to the order of BANK ONE, NA, a national banking association (the “Lender”):


 


(a)                                  the principal amount
of Fifteen Million Dollars ($15,000,000), payable in a principal installment of
$2,500,000 on June 30, 2003 and a principal installment of $2,500,000 on
September 30, 2003, with the remaining entire outstanding principal amount
due and payable on the Term Loan Termination Date, as provided in that certain
Amended and Restated Credit Agreement dated as of January 11, 2002 (as
amended, restated, modified or supplemented and in effect from time to time,
the “Credit Agreement”), among the Borrower, the Lender and certain other
lenders which are or may become parties to the Credit Agreement, and LaSalle
Bank National Association, a national banking association, as agent for itself
and the other lenders; and


 


(b)                                 interest on the
principal balance hereof from time to time outstanding from and after the
Closing Date under the Credit Agreement at the times and at the rates provided
in the Credit Agreement.


 


This Fourth
Amended And Restated Term Note evidences borrowings under and has been issued
by the Borrower in accordance with the terms of the Credit Agreement.  This Fourth Amended and Restated Term Note
amends and restates in its entirety the Term Note which was previously executed
and delivered by Borrower to Lender on January 11, 2002 as amended and
restated by that certain Amended And Restated Term Note dated December 30,
2002, that certain Second Amended and Restated Term Note dated
February 26, 2003, and that certain Third Amended and Restated Term Note
dated April 30, 2003 (the “Existing Restated Term Note”).  The amendment and restatement of such
Existing Restated Term Note evidenced hereby is


 


12

















 


pursuant to a change in the scheduled date
for payment of the first installment of principal of the indebtedness evidenced
hereby and thereby.  It is the intent of
the parties hereto that such Existing Restated Term Note, as restated hereby,
shall re-evidence the Term Loans under the Credit Agreement and is in no way
intended to constitute repayment or a novation of any of the Lender
Indebtedness which is evidenced by the Credit Agreement or such Existing
Restated Term Note (or the original Term Note restated thereby) or any of the
other Loan Documents executed in connection therewith.  The Lender and any holder hereof is entitled
to the benefits of the Credit Agreement, the Security Documents and the other
Loan Documents, and may enforce the agreements of the Borrower contained
therein, and any holder hereof may exercise the respective remedies provided
for thereby or otherwise available in respect thereof, all in accordance with
the respective terms thereof.  All
capitalized terms used in this Fourth Amended And Restated Term Note and not
otherwise defined herein shall have the same meanings herein as in the Credit
Agreement.


 


If any one or
more Events of Default shall occur and be continuing, the entire unpaid
principal amount of this Fourth Amended And Restated Term Note and all of the
unpaid interest accrued thereon may become or be declared due and payable in
the manner and with the effect provided in the Credit Agreement.


 


No delay or
omission on the part of the Lender or any holder hereof in exercising any right
hereunder shall operate as a waiver of such right or of any other rights of the
Lender or such holder, nor shall any delay, omission or waiver on any one
occasion be deemed a bar or waiver of the same or any other right on any
further occasion.


 


The Borrower
and every endorser and guarantor of this Fourth Amended And Restated Term Note
or the obligation represented hereby waives presentment, demand, notice,
protest and all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this Fourth Amended And
Restated Term Note, and assents to any extension or postponement of the time of
payment or any other indulgence, to any substitution, exchange or release of
collateral and to the addition or release of any other party or persons
primarily or secondarily liable.


 


THIS FOURTH
AMENDED AND RESTATED TERM NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER
SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF ILLINOIS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE
OF LAW).  THE BORROWER AGREES THAT ANY
SUIT FOR THE ENFORCEMENT OF THIS FOURTH AMENDED AND RESTATED TERM NOTE
MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS OR ANY FEDERAL COURT
SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT
AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY
MAIL AT THE ADDRESS SPECIFIED IN SECTION 8.2 OF THE CREDIT AGREEMENT.  THE BORROWER HEREBY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY
SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.


 


13

















 


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


 


IN
WITNESS WHEREOF, the undersigned has caused this
Fourth Amended And Restated Term Note to be signed in its corporate name by its
duly authorized officer as of the day and year first above written.


 


	
   

  	
  STANDARD
  PARKING CORPORATION

  (formerly known as APCOA/Standard

  Parking, Inc.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


EXHIBIT C


 


REAFFIRMATION AGREEMENT


 


This
Reaffirmation Agreement (this “Agreement”) is dated as of June 30, 2003,
and is made jointly and severally by the entities which are signatories hereto
(the “Guarantors”) in favor of LaSalle Bank National Association, a national
banking association, as agent (the “Agent”) under the Credit Agreement referred
to below, for the benefit of Agent and the “Lenders” under such Credit Agreement.


 


W I T N E S S E T H:


 


WHEREAS,
Standard Parking Corporation (formerly known as APCOA/Standard Parking, Inc.) ,
a Delaware corporation (the “Borrower”), is indebted to the “Lenders” under
that certain Amended and Restated Credit Agreement dated as of January 11,
2002, as amended (as further amended, restated, modified or supplemented and in
effect on the date hereof, the “Credit Agreement”) and the “Notes” referred to
therein; and


 


WHEREAS, in
connection and concurrently with Borrower’s execution of the Credit Agreement
and the Notes, the Guarantors entered into that certain Amended and Restated
Guaranty in favor of the Agent, for the benefit of the Agent and the Lenders
(the same, as it may be amended, restated, modified or supplemented and in
effect from time to time being herein referred to as the “Guaranty”) providing
for the guaranty by the Guarantors of Borrower’s obligations under the Credit
Agreement, the Notes, and the other “Loan Documents” (as such term is defined
in the Credit Agreement); and


 


WHEREAS, in
connection and concurrently with Borrower’s execution of the Credit Agreement
and the Notes, and from time to time thereafter, the Guarantors have entered
into certain “Security Documents” (as such term is defined in the Credit
Agreement) granting a Lien on substantially all of the Guarantors’ assets to
secure Borrower’s obligations under the Credit


 


14

















 


Agreement, the Notes and the other Loan
Documents; and


 


WHEREAS,
Borrower has requested that Agent and the Lenders amend the Credit Agreement in
certain respects, all as set forth in that certain Seventh Amendment to Amended
and Restated Credit Agreement dated as of June 30, 2003 by and among the
Borrower, the Lenders and the Agent (the “Seventh Amendment”) and the Third
Amended and Restated Revolving Credit Note referred to in the Seventh Amendment
(the “Restated Revolving Note”), and the Fourth Amended and Restated Term Note
referred to in the Seventh Amendment (the “Restated Term Note”); and


 


WHEREAS, the
Lenders and the Agent are agreeable to such requests, subject to certain terms
and conditions and provided, among other things, that the Guarantors
concurrently execute and deliver this Reaffirmation Agreement; and


 


WHEREAS, the
Guarantors desires to induce the Lenders and the Agent to take such actions and
are therefore willing to execute and deliver this Reaffirmation Agreement in
favor of the Agent for the benefit of the Lenders and the Agent;


 


NOW,
THEREFORE, the Guarantors hereby jointly and severally agree as follows:


 


1.                                       Reaffirmation
of Guaranty and Security Documents. 
The Guaranty and each Security Document is hereby reaffirmed as of the
date hereof in all respects jointly and severally by each of the Guarantors,
and shall continue from and after the date hereof and shall remain in full
force and effect from and after the date hereof, and the obligations guaranteed
under the Guaranty and secured pursuant to the Security Documents shall include
the Borrower’s obligations under the Credit Agreement as amended by the Seventh
Amendment and under the Restated Revolving Note and the Restated Term Note.


 


2.                                       Reaffirmation
and Confirmation of Security Interest. 
Each Guarantor hereby confirms to LaSalle and Bank One that such
Guarantor has granted to the Agent, for the benefit of the Agent and the
Lenders, a security interest in or lien upon substantially all of its property
in order to secure the obligations of the Borrower to the Agent and the Lenders
pursuant to the Credit Agreement.  Each
Guarantor hereby reaffirms such grant of such security interest and lien to the
Agent, for the benefit of the Agent and the Lenders, for such purpose in all
respects.


 


3.                                       Representations
and Warranties.  To induce LaSalle
and Bank One to enter into the Seventh Amendment, the Guarantors hereby jointly
and severally represent and warrant to the Agent, for the benefit of the Agent
and the Lenders, that:


 


(a)                                  Since
April 30, 2003, there has been no development or event, which has had or
could reasonably be expected to have a material adverse effect on any
Guarantor’s or the Borrower’s business or financial condition.  No Event of Default or Unmatured Event will
occur after giving effect to the Seventh Amendment.


 


(b)                                 Each
Guarantor has the corporate or limited liability company power and authority,
and the legal right, to make and deliver this Agreement and has taken all
necessary corporate or limited liability company action to authorize the
execution and


 


15

















 


delivery of
this Agreement.


 


(c)                                  This
Agreement and the Guaranty each constitute legal, valid and binding obligations
of the Guarantors, enforceable in accordance with their respective terms,
except as enforceability may be affected by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting the enforcement of
creditors’ rights generally, and by general equitable principles.


 


(d)                                 No
Unmatured Event or Event of Default exists and the representations and
warranties made by the Borrower and the Guarantors in the Loan Documents to
which each is a party are true and correct in all material respects on and as
of the date hereof, after giving effect to the effectiveness of the Seventh
Amendment and each other instrument, document or agreement to be executed and
delivered by any of them pursuant thereto, as if made on and as of this date,
other than those that relate to an earlier or specific date.


 


4.                                       Governing
Law.  This Agreement shall be
governed and construed in accordance with the internal laws and decisions of
the state of Illinois, without regard to the conflict of laws provisions
thereof.  Whenever possible, each
provision of this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under such law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


 


5.                                       Captions.  Section captions and headings used in this
Agreement are for convenience only and are not part of and shall not affect the
construction of this Agreement.


 


6.                                       Counterparts;
Facsimile Signature.  This Agreement
may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which shall together constitute but one and the same
document.  This Agreement may be
executed by facsimile signature, and any such facsimile signature by any party
hereto shall be deemed to be an original signature and shall be binding on such
party to the same extent as if such facsimile signature were an original
signature.


 


7.                                       Successors
and Assigns.  This Agreement shall
be binding upon the parties hereto and their respective successors and assigns,
and shall inure to the benefit of such parties and their respective successors
and assigns.


 


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


 


16

















 


IN WITNESS
WHEREOF, the undersigned have each executed this Reaffirmation Agreement as of
the date first above written.


 


	
  AP Holdings, Inc.

  	
  Tower Parking, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  APCOA Bradley Parking Company, LLC

  	
  Virginia Parking Service, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  APCOA LaSalle Parking Company, LLC

  	
  Hawaii Parking Maintenance, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Standard Auto Park, Inc.

  	
  Standard Parking Corporation IL

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
										



 


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