EXHIBIT 10.14


 


EXECUTION COPY


 


SECURITY AGREEMENT


 


THIS SECURITY
AGREEMENT, dated as of January 11th , 2002, is made by
APCOA/STANDARD PARKING, INC., a Delaware corporation (the “Company”) and each
of the Company’s subsidiaries named on the signature pages hereto (the “Guarantors”, and together with the Company,
the “Borrowers”) in favor of WILMINGTON TRUST COMPANY, as trustee and
collateral agent (hereinafter, in such capacity, the “Agent”) for itself and
the several holders (the “Holders”) of the 14% Senior Subordinated Second Lien
Notes due 2006 (the “Notes”) issued by the Company, pursuant to an indenture
dated as of even date herewith (as amended, supplemented or otherwise modified
from time to time, the “Indenture”), among the Company, the Guarantors and the
Agent.


 


W I T N E S S E T H:


 


WHEREAS, pursuant
to the Indenture, the Company and the Guarantors have severally agreed to make
payments to the Holders upon the terms and subject to the conditions set forth
therein;


 


WHEREAS, the
Company is a member of an affiliated group of companies that includes each of
the Guarantors;


 


WHEREAS, the
proceeds of the offering and exchange of the Notes will be used in part to
enable the Company to make valuable transfers to one or more of the Guarantors
in connection with the operation of their respective businesses;


 


WHEREAS, the
Company and the Guarantors are engaged in related businesses, and each of such
parties will derive substantial direct and indirect benefit from the offering
and issuance of the Notes to the Holders; and


 


WHEREAS, it is a
condition precedent to the issuance of the Notes that the Borrowers shall have
executed and delivered this Security Agreement to the Agent for the ratable
benefit of the Agent and the Holders;


 


NOW,
THEREFORE, in consideration of the promises contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.             Definitions.  When used herein, (a) the terms Account,
Account Debtor, Certificated Security, Chattel Paper, Commercial
Tort Claim, Deposit Account, Document, Electronic Chattel
Paper, Equipment,  Financial Asset, Fixtures, Goods, Health-Care-Insurance
Receivables, Inventory, Instrument, Investment Property,
Letter of Credit Rights, Payment Intangibles, Proceeds, Security,
Security Entitlement, Supporting Obligations and Uncertificated
Security have the respective meanings assigned thereto in the UCC (as
defined below); (b) capitalized terms which are not otherwise defined have the
respective meanings assigned thereto in the Amended and Restated Credit
Agreement, dated as of even date herewith, by and among the Company and LaSalle
Bank National Association as agent and the lenders party thereto (as 


 

















 


such agreement
may be amended, restated, modified or supplemented and in effect from time to
time, the “Credit Agreement”) ; and (c) the following terms have the following
meanings (such definitions to be applicable to both the singular and plural
forms of such terms):


 


Computer
Hardware and Software
means, with respect to the Borrowers, all of the Borrowers’ rights (including
rights as licensee and lessee) with respect to (i) computer and other
electronic data processing hardware, including all integrated computer systems,
central processing units, memory units, display terminals, printers, computer
elements, card readers, tape drives, hard and soft disk drives, cables,
electrical supply hardware, generators, power equalizers, accessories,
peripheral devices and other related computer hardware; (ii) all software
programs designed for use on the computers and electronic data processing
hardware described in clause (i) above, including all operating system
software, utilities and application programs in whatsoever form (source code and
object code in magnetic tape, disk or hard copy format or any other listings
whatsoever); (iii) any firmware associated with any of the foregoing; and
(iv) any documentation for hardware, software and firmware described in
clauses (i), (ii) and (iii) above, including flow charts, logic diagrams,
manuals, specifications, training materials, charts and pseudo codes.


 


General
Intangibles
means all of the Borrowers’ “general intangibles” as defined in the UCC and, in
any event, includes (without limitation) all of the Borrowers’ trademarks,
trade names, patents, copyrights, trade secrets, customer lists, inventions,
designs, software, software programs, mask works, goodwill, registrations and
applications, licenses, franchises, tax refund claims, guarantee claims,
Payment Intangibles, security interests and rights to indemnification.


 


Intellectual
Property
means all past, present and future: 
trade secrets and other proprietary information; trademarks, service
marks, business names, Internet domain names, designs, logos, trade dress,
slogans, indicia and other source and/or business identifiers, and the goodwill
of the business relating thereto and all registrations and applications for
registrations which have heretofore been or may hereafter be issued thereon
throughout the world; copyrights (including copyrights for computer programs
and software) and copyright registrations and applications for registrations
which have heretofore been or may hereafter be issued throughout the world and
all tangible property embodying the copyrights; unpatented inventions (whether
or not patentable); patent applications and patents; industrial designs,
industrial design applications and registered industrial designs; license
agreements related to any of the foregoing and income therefrom; books,
records, writings, computer tapes or disks, flow diagrams, specification
sheets, source codes, object codes and other physical manifestations,
embodiments or incorporations of any of the foregoing; the right to sue for all
past, present and future infringements of any of the foregoing; and all common
law and other rights throughout the world in and to all of the foregoing.


 


Non-Tangible
Collateral
means the  Borrowers’ Accounts and
General Intangibles.


 


Organizational
I.D. Number
means the organizational identification number assigned to each Borrower by the
applicable governmental unit or agency of the jurisdiction of organization.


 


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UCC means the Uniform Commercial Code as in
effect in the State of Illinois on the date of this Security Agreement, as it
may be amended or modified from time to time, as interpreted to the broadest
extent possible.


 


2.             Grant of Security Interest.


 


2.1.          Collateral Granted.  The Borrowers hereby grant to the Agent, for
the benefit of the Agent and the Holders, to secure the prompt payment and
performance in full when due of the Notes and of all other obligations of the
Borrowers under the Indenture, a second priority security interest in, and so
pledges and assigns to the Agent, for the benefit of the Agent and the Holders,
all assets of the Borrowers, including without limitation, the following
properties, assets and rights of the Borrowers, wherever located, whether now
owned or hereafter acquired or arising, and all Proceeds and products thereof
(all of the same being hereinafter called the “Collateral”):


 


All
of the Borrowers’:


 


(a)           Accounts, including
Health-Care-Insurance Receivables;


 


(b)           Certificated Securities;


 


(c)           Chattel Paper, including Electronic
Chattel Paper;


 


(d)           Computer Hardware and software and
all rights with respect thereto, including, any and all licenses, options,
warranties, service contracts, program services, test rights, maintenance
rights, support rights, improvement rights, renewal rights and
indemnifications, and any substitutions, replacements, additions or model
conversions of any of the foregoing;


 


(e)           Commercial Tort Claims;


 


(f)            Deposit Accounts;


 


(g)           Documents;


 


(h)           Financial Assets;


 


(i)            General Intangibles;


 


(j)            Goods (including all of its
Equipment, Fixtures and Inventory), and all embedded software, accessions,
additions, attachments, improvements, substitutions and replacements thereto
and therefor;


 


(k)           Instruments;


 


(l)            Intellectual Property;


 


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(m)          Letter of Credit Rights


 


(n)           money (of every jurisdiction
whatsoever);


 


(o)           Security Entitlements;


 


(p)           Supporting Obligations;


 


(q)           Uncertificated Securities;


 


(r)                                    all of the Borrowers’ right, title and
interest of every kind and character now owned or hereafter acquired in and to
or arising out of or in connection with agreements, contracts and leases and
any Instruments related thereto, between any Borrower and any other person or
entity for the use of personal or real property by any Borrower or for the
management, operation or use of parking facilities by any Borrower
(collectively, the “Contracts”) and all rights, remedies, powers, and
privileges vested in any Borrower under the Contracts, except to the extent
that (A) any such Contract is not capable of being encumbered as a matter of
law or under the terms of such Contract applicable thereto (but solely to the
extent that any such restriction shall be enforceable under the UCC and other
applicable law) without the consent of the applicable party or parties to such
Contract other than the Borrower and (B) such consent has not been obtained
(collectively, the “Excluded Contracts”); provided, however, that
the foregoing grant of security interest shall extend to, and the term
“Contracts” shall include, (1) any and all Proceeds of such Contracts except to
the extent that the assignment or encumbering of such Proceeds is so restricted
(but solely to the extent that any such restriction shall be enforceable under
the UCC and other applicable law) and (2) upon obtaining the consent of the
party or parties to any such Contracts other than the Borrower with respect to
any such otherwise Excluded Contracts, thereafter such Contracts as well as any
and all Proceeds thereof that might have theretofore have been excluded from
such grant of a second priority security interest and the term “Contracts”; and


 


(i)                                     all of the Borrowers’ right, title and
interest in and to the profits, income, surplus, moneys and revenues of any
kind accruing, and all Accounts arising, under or in respect of the Contracts
other than to the extent expressly prohibited 
(but solely to the extent that any such prohibition shall be enforceable
under the UCC and other applicable law) under Excluded Contracts; and


 


(ii)                                  all of the Borrowers’ right, title and
interest in and to any and all security for or claims against others in respect
of the Contracts other than to the extent expressly prohibited (but solely to
the extent that any such prohibition shall be enforceable under the UCC and
other applicable law) under Excluded Contracts; and


 


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(iii)                               all Accounts and General Intangibles now
or hereafter due and to become due to the Borrowers by virtue of the Contracts
other than to the extent expressly prohibited (but solely to the extent that
any such prohibition shall be enforceable under the UCC and other applicable
law) under Excluded Contracts;


 


(s)                                  all of the Borrowers’ right, title and
interest of every kind and character now owned or hereafter acquired (as
general partner, as limited partner and as joint venturer) in and to the
general partnerships, limited partnerships and joint ventures of which any
Borrower is a partner or joint venturer (collectively, the “Partnerships”) and
all right, title and interest, remedies, powers and privileges vested in any
Borrower under the partnership and joint venture agreements and any Instruments
related thereto that created the Partnerships (collectively, the “Partnership
Agreements”) except to the extent that (i) any such Partnership is not
assignable or capable of being encumbered as a matter of law or under the terms
of the Partnership Agreement applicable thereto (but solely to the extent that
any such restriction shall be enforceable under the UCC and other applicable
law), without the consent of the applicable party or parties thereto other than
the Borrower and (ii) such consent has not been obtained (collectively,
“Excluded Partnerships” and, as the case may be, “Excluded Partnership
Agreements”); all of the Borrowers’ right, title and interest in and to the
profits, income, surplus, moneys and revenues of any kind accruing, and all
Accounts arising, under or in respect of the Partnerships and the Partnership
Agreements (other than to the extent the assignment or encumbering thereof
would be restricted under the Excluded Partnership Agreements, but solely to
the extent that any such restriction shall be enforceable under the UCC and
other applicable law); all of the Borrowers’ right, title and interest in and
to any and all security for or claims against others in respect of the
Partnership Agreements (other than to the extent the assignment or encumbering
thereof would be restricted under the Excluded Partnership Agreements, but
solely to the extent that any such restriction shall be enforceable under the
UCC and other applicable law); and all of the Borrowers’ right, title and
interest in and to the Partnerships, now owned or hereafter acquired, as a
result of exchange offers, direct investments or contributions or otherwise
(other than to the extent the assignment or encumbering thereof would be
restricted under the Excluded Partnership Agreements, but solely to the extent
that any such restriction shall be enforceable under the UCC and other
applicable law); all distributions of income, profit or other revenues paid or
payable to the Borrowers in their capacities as both general and limited
partner in the Partnerships (other than to the extent the assignment or
encumbering thereof would be restricted under the Excluded Partnership
Agreements, but solely to the extent that any such restriction shall be
enforceable under the UCC and other applicable law); and all Accounts now or
hereafter due and to become due to the Borrowers from the Partnerships (other
than to the extent the assignment or encumbering thereof would be restricted
under the Excluded Partnership Agreements, but solely to the extent that any
such restriction shall be enforceable under the UCC and other applicable law); provided,
however, that the foregoing 


 


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security
interests and the terms “Partnership” and “Partnership Agreement” shall
include, upon obtaining the consent of the party or parties to any such
Partnership Agreement other than the Borrower with respect to any such
otherwise Excluded Partnership and/or Excluded Partnership Agreement,
thereafter any and all Proceeds, interests, claims, distributions or Accounts
in respect thereof that might heretofore have been excluded from such grant of
a second priority security interest;


 


(t)                                    all of the Borrowers’ Investment Property
and including, without limitation, all stock owned by the Borrowers of all
domestic subsidiaries of the Borrowers (other than the stock of Atrium Parking,
Inc., a Delaware corporation (“Atrium Parking”)) and sixty five percent (65%)
of the stock owned by the Borrowers of all foreign subsidiaries of the
Borrowers, together with all dividends (cash or otherwise), rights to receive
dividends, stock dividends, dividends paid in stock, distributions upon
redemption or liquidation, distributions as a result of splitups,
recapitalizations or rearrangements, all stock rights, rights to subscribe,
voting rights, rights to receive Securities, and all new Securities, and all
other property which the Borrowers may hereafter become entitled to receive on
account of such Securities or other property;


 


(u)                                 (i)            all
copyrights, indicia, corporate names, company names and registrations issued,
and all applications therefor pending in the United States, any state thereof
and throughout the world, of or in favor of the Borrowers together with the
goodwill of the business associated therewith arising in or relating to the
ordinary course of the Borrowers’ business, including all contracts and rights
relating thereto, the right to sue for past, present, and future infringements
thereof, and all rights to copyrights, indicia, corporate names, company names,
and registrations, hereafter acquired by the Borrowers; and


 


(ii)                                  all trademarks, service marks, logos,
tradenames, business source identifiers and registrations issued, and all
applications pending in the United States, any state thereof and throughout the
world, of or in favor of the Borrowers, together with the goodwill of the
business associated therewith, including all contracts and rights relating
thereto, the right to sue for past, present, and future infringements thereof,
and all rights to trademarks, service marks, logos, tradenames, corporate
names, business source identifiers and registrations, hereafter acquired by the
Borrowers; and


 


(iii)                               all patents, and all letters of patent
of, and all patent applications pending in, the United States, any state
thereof and throughout the world, of or in favor of the Borrowers together with
the inventions disclosed or claimed therein, including the right to make, use,
practice and/or sell (or license or otherwise transfer or dispose of) the
inventions disclosed or claimed therein and the goodwill of the business associated
therewith arising in or relating to the ordinary course of the Borrowers’
business, including all 


 


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contracts
and rights relating thereto, the right to sue for past, present and future
infringements thereof, and all rights, and all rights to patents hereafter
acquired by the Borrowers; and


 


(v)                                 to the extent not included in the
foregoing, all other personal property of any kind or description;


 


together with
all books, records, writings, data bases, information and other property
relating to, used or useful in connection with, or evidencing, embodying,
incorporating or referring to any of the foregoing, and all Proceeds, products,
offspring, rents, issues, profits and returns of and from any of the foregoing.


 


2.2.          Ranking; Subordination.  Notwithstanding anything to the contrary in
this Security Agreement, the security interests granted herein to the Agent for
the ratable benefit of the Agent and the Holders shall be junior and
subordinate to the claims of the agent and the lenders under the Credit
Agreement as provided in the Indenture. 
Furthermore, notwithstanding anything to the contrary in this Security
Agreement, the Agent will not be able to exercise any rights or claims against
the Collateral until and unless such party is permitted to do so pursuant to
the Intercreditor Agreement, dated as of even date herewith, among LaSalle Bank
National Association (“LaSalle”), as agent for the lenders under the Credit
Agreement, Wilmington Trust Company, as trustee under the Indenture, on behalf
of the Holders, the Company and the Guarantors.  As provided in and subject to the terms of, the Intercreditor
Agreement, the Agent will follow any instructions given to it by the
representative of the lenders under the Credit Agreement and, so long as
amounts or commitments to lend remain outstanding under the Credit Agreement,
the lenders under the Credit Agreement will make all determinations and
decisions relating to the disposal of the Collateral.


 


2.3.          Delivery of Instruments, Etc.  Pursuant to the terms hereof, the Borrowers
have endorsed, assigned and delivered to LaSalle or, if the Credit Agreement is
no longer in effect, to the Agent all negotiable or non-negotiable Instruments
(including Certificated Securities) and Chattel Paper pledged by them
hereunder, together with instruments of transfer or assignment duly executed in
blank.  In the event that the Borrowers
shall, after the date of this Security Agreement, acquire any other negotiable
or non-negotiable Instruments (including Certificated Securities) or Chattel
Paper to be pledged by them hereunder, the Borrowers shall forthwith endorse,
assign and deliver the same to LaSalle or, if the Credit Agreement is no longer
in effect, to the Agent, accompanied by such instruments of transfer or
assignment duly executed in blank as LaSalle or, if the Credit Agreement is no
longer in effect, the Agent may from time to time specify.  To the extent that any Securities are uncertificated,
appropriate book-entry transfers reflecting the pledge of such Securities
created hereby have been or, in the case of Uncertificated Securities hereafter
acquired by the Borrowers, will at the time of such acquisition be, duly made
for the account of LaSalle or, if the Credit Agreement is no longer in effect,
the Agent or one or more nominees of LaSalle or, if the Credit Agreement is no
longer in effect, the Agent with the issuer of such Securities or other
appropriate book-entry facility or financial intermediary, with LaSalle or, if the
Credit Agreement is no longer in effect, the Agent having at all times the
right to obtain definitive certificates (in LaSalle’s or, if the Credit
Agreement is no longer in effect, the Agent’s name or in the name of one or
more nominees of LaSalle or, if the Credit Agreement is 


 


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no longer in
effect, the Agent) where the issuer customarily or otherwise issues
certificates, all to be held as Collateral hereunder.  The Borrowers hereby acknowledge that the Agent may, in its
discretion, appoint one or more financial institutions to act as the Agent’s
agent in holding in custodial account, Instruments or other Financial Assets in
which the Agent is granted a second priority security interest hereunder, including,
without limitation, certificates of deposit and other Instruments evidencing
short term obligations.  The Borrowers
hereby acknowledge that deliveries of Collateral to LaSalle pursuant to this
Security Agreement are made subject to the terms of Section 26 of the
Intercreditor Agreement.


 


2.4.          Excluded Collateral.  Notwithstanding the foregoing provisions of
this §2 and to the extent not otherwise provided for in §2.1 herein, such grant
of security interest shall not extend to, and the term “Collateral” shall not
include, any Chattel Paper, Electronic Chattel Paper and General Intangibles
which are now or hereafter held by the Borrowers as licensee, lessee or
otherwise, to the extent that (a) such Chattel Paper, Electronic Chattel Paper
and General Intangibles are not assignable or capable of being encumbered as a
matter of law or under the terms of the license, lease or other agreement
applicable thereto (but solely to the extent that any such restriction shall be
enforceable under the UCC or other applicable law), without the consent of the
licensor or lessor thereof or other applicable party thereto and (b) such
consent has not been obtained; provided, however, that the
foregoing grant of security shall extend to, and the term “Collateral” shall
include, (i) any and all Proceeds of such Chattel Paper, Electronic Chattel
Paper and General Intangibles to the extent that the assignment or encumbering
of such Proceeds is not so restricted, or to the extent  that the assignment or encumbering of such
Proceeds is so restricted and such restriction is not enforceable under the UCC
or other applicable law, and (ii) upon obtaining consent from any such
licensor, lessor or other applicable party with respect to any such otherwise
excluded Chattel Paper, Electronic Chattel Paper or General Intangibles,
thereafter such Chattel Paper, Electronic Chattel Paper or General Intangibles
as well as any and all Proceeds thereof that might theretofore have been
excluded from such grant of a second priority security interest and the term
“Collateral;” provided, further, that upon the reasonable request
of the Agent, the Borrowers will in good faith use reasonable efforts to obtain
consent for the creation of a second priority security interest in favor of the
Agent (and to the Agent’s enforcement of such security interest) in the
Borrowers’ rights under any such lease or license.


 


2.5.          Pledge Agreement.  Concurrently herewith the Borrowers are
executing and delivering to the Agent, for the benefit of the Agent and the
Holders, the Securities Pledge Agreement (attached hereto as Exhibit A) (the
“Pledge Agreement”) pursuant to which the Borrowers are pledging to the Agent,
for the benefit of the Agent and the Holders, all the shares of the capital
stock of the Borrowers’ present and future domestic subsidiaries (other than
Atrium Parking) and sixty-five percent (65%) of the shares of the capital stock
of the Borrowers’ present and future foreign subsidiaries which are held by the
Borrowers, as described more fully on Annex A to the Pledge
Agreement.  Such pledges shall be
further governed by the terms of such Pledge Agreement and to the extent of any
conflict between this Security Agreement and the Pledge Agreement, the Pledge
Agreement shall control.


 


2.6.          Patent, Trademark and Copyright
Assignments.  Concurrently herewith
the Borrowers are also executing and delivering to the Agent, for the benefit
of the Agent and the Holders, the Patent Collateral Assignment and Agreement
(attached hereto as Exhibit B) (the 


 


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“Patent
Security Agreement”), the Trademark Collateral Security and Pledge Agreement
(attached hereto as Exhibit C) (the “Trademark Security Agreement”) and the
Memorandum of Grant of Security Interest in Copyrights (attached hereto as
Exhibit D) (the “Copyright Memorandum”) pursuant to which the Borrowers are
assigning to the Agent, for the benefit of the Agent and the Holders, certain
Collateral consisting of Intellectual Property, together with the products,
Proceeds and goodwill appurtenant thereto. 
The provisions of the Patent Security Agreement, the Trademark Security
Agreement and the Copyright Memorandum are supplemental to the provisions of
this Security Agreement, and nothing contained in the Patent Security Agreement,
the Trademark Security Agreement or the Copyright Memorandum shall derogate
from any of the rights or remedies of the Agent or any of the Holders
hereunder, nor shall anything contained in the Patent Security Agreement, the
Trademark Security Agreement or the Copyright Memorandum be deemed to prevent
or extend the time of attachment or perfection of any security interest in such
Collateral created hereby.


 


3.             Title to Collateral, Etc.  The Borrowers are the owners of the
Collateral free from any Lien, except for the security interest created by the
Security Documents referred to in the Credit Agreement (collectively, the
“Senior Security Agreement”), dated as of even date herewith, among the Company
and LaSalle, as agent for itself and the lenders party thereto, the security
interest created by this Security Agreement and Permitted Liens.  None of the Collateral constitutes, or is
the Proceeds of, “farm products” as defined in §9-102(a)(34) of the UCC. None
of the Account Debtors in respect of any Accounts, Chattel Paper or General
Intangibles and none of the obligors in respect of any Instruments included in
the Collateral is a governmental authority subject to the Federal Assignment of
Claims Act.


 


4.             Continuous Perfection.  The Borrowers will not change their
respective chief executive offices or principal places of business, or the
names, identities or corporate structures of the Borrowers in any manner,
except in accordance with the terms of the Credit Agreement, or otherwise, with
the prior written consent of the Agent. 
The Collateral, to the extent not delivered to LaSalle or the Agent
pursuant to §2.3, will be kept at those locations listed on the schedules
hereto and the Borrowers will not remove the Collateral from such locations,
without providing at least thirty (30) days’ prior written notice to the Agent
and delivery to the Agent of an Opinion of Counsel to the effect that such
removal will not adversely affect the perfection or priority of the security
interests granted to the Agent hereunder.


 


5.             No Liens.  Except for the security interest created by
the Senior Security Agreement, the security interest herein granted and
Permitted Liens, the Borrowers shall be the owners of the Collateral free from
any Lien, and the Borrowers shall defend the same against all claims and
demands of all persons at any time claiming the same or any interests therein
adverse to the Agent or any of the Holders. 
Except for the security interest created by the Senior Security Agreement
and Permitted Liens, the Borrowers shall not create or suffer to exist, a Lien
on the Collateral in favor of any Person other than the Agent, for the benefit
of the Agent and the Holders.


 


6.             No Transfers.  The Borrowers will not sell or offer to sell
or otherwise transfer the Collateral or any interest therein except for sales
or other dispositions consistent with the terms 


 


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of the Credit
Agreement or, if the Credit Agreement is no longer in effect, consistent with
the terms of the Indenture.


 


7.             Representations and Warranties.


 


(a)                                  The Borrowers’ chief executive offices
and principal places of business are as set forth on Schedule I hereto
(and the Borrowers have not maintained their chief executive office and
principal place of business at any other location at any time after five
(5) years prior to the date of this Security Agreement, and each other location
where the Borrowers maintains a place of business is also set forth on Schedule
I hereto);


 


(b)                                 the Borrowers are each corporations or
limited liability companies, duly organized, validly existing and in good
standing under the laws of the states of organization listed after each name on
the signature pages hereto, and its Organizational I.D. Numbers and federal
employer identification numbers are those listed after each signature on the
signature pages hereto;


 


(c)                                  except as set forth on Schedule II
hereto, the Borrowers are not now known and during the five years preceding the
date hereof has not previously been known by any trade name, and the Borrowers’
exact legal names are as set forth on the signature pages of this Security
Agreement except as set forth on Schedule II hereto, and during the five
years preceding the date hereof the Borrowers have not been known by any
different legal name nor have the Borrowers been the subject of any merger or
other corporate reorganization;


 


(d)                                 Schedule III hereto contains a complete listing of
all of the Borrowers’ Instruments, Deposit Accounts, Investment Property,
Letter-of-Credit Rights, Chattel Paper, Documents and Commercial Tort Claims;


 


(e)                                  except as set forth on Schedule IV
hereto the Borrowers have no tangible Collateral located outside of the United
States;


 


(f)                                    Schedule V hereto contains a complete listing of the
Borrowers’ tangible Collateral located with any bailee, warehousemen or other
third parties; and


 


(g)                                 Schedule VI hereto contains a complete listing of
all of the Borrowers’ Collateral which is subject to certificate of title
statutes.


 


8.            Insurance.


 


8.1.          Maintenance of Insurance.  The Borrowers will maintain insurance in
accordance with the terms of the Credit Agreement or, if the Credit Agreement
is no longer in effect, will maintain in full force and effect insurance with
responsible and reputable insurance companies or associations in such amounts,
on such terms and covering such risks, including fire and other risks insured
against by extended coverage, as is usually carried by companies engaged in
similar 


 


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businesses and
owning similar properties similarly situated and maintain in full force and
effect public liability insurance, insurance against claims for personal injury
or death or property damage occurring in connection with any of its activities
or any properties owned, occupied, controlled or managed by it, in such amount
as is usually carried by companies engaged in similar businesses and owning,
occupying or operating similar properties similarly situated, and maintain such
other insurance as may be required by law.


 


8.2.          Insurance Proceeds.  The Proceeds of any casualty insurance in
respect of any casualty loss of any of the Collateral shall, subject to the
rights, if any, of other parties with a prior interest in the property covered
thereby, (a) so long as no Event of Default (wherever used in this document, as
defined in the Indenture) has occurred and is continuing and to the extent that
the amount of such Proceeds, together with the Proceeds of all other
dispositions made pursuant to §4.10 of the Indenture is less than $10.0 million
in the aggregate in any twelve (12) month period, be disbursed to the Borrowers
for direct application by the Borrowers solely to the repair or replacement of
the Borrowers’ property so damaged or destroyed and (b) in all other circumstances,
be held by the Agent as cash collateral for the Notes and the other obligations
of the Borrowers under the Indenture.


 


9.             Maintenance of Collateral;
Inspection; Compliance with Law. 
The Borrowers will keep the Collateral in good order and repair in
accordance with the terms of the Credit Agreement or, if the Credit Agreement
is no longer in effect, will maintain, preserve and protect all property that
is material to the conduct of their businesses and keep such property in good
repair, working order and condition (ordinary wear and tear and casualty
covered by insurance in compliance with this Agreement excepted) and from time
to time make, or cause to be made, all needful and proper repairs, renewals,
additions, improvements and replacements thereto necessary in order that the
business carried on in connection therewith may be properly conducted at all
times in accordance with customary and prudent business practices for similar
businesses.  The Borrowers will pay
promptly when due, subject to the terms of the Credit Agreement or, if the
Credit Agreement is no longer in effect, subject to the terms of the Indenture,
all taxes, assessments, governmental charges and levies upon the Collateral or
incurred in connection with the use or operation of such Collateral or incurred
in connection with this Security Agreement. 
The Borrowers have at all times operated, and the Borrowers will
continue to operate, their respective businesses in compliance with all applicable
provisions of the federal Fair Labor Standards Act, as amended.


 


10.           Collateral Protection Expenses;
Preservation of Collateral.


 


10.1.        Expenses Incurred by Agent.  In its discretion, and in accordance with
the terms of the Credit Agreement, the Agent may (but in no event shall be
obligated to) discharge taxes and other encumbrances at any time levied or
placed on any of the Collateral, make repairs thereto and pay any necessary
filing fees.  The Borrowers agree to
reimburse the Agent in accordance with the terms of the Credit Agreement for
any and all expenditures so made.  The
Agent shall have no obligation to the Borrowers to make any such expenditures,
nor shall the making thereof relieve the Borrowers of any Event of Default
(wherever used in this document, as defined in the Indenture).


 


11

















 


10.2.        Agent’s Obligations and Duties.  Anything herein to the contrary
notwithstanding, the Borrowers shall remain liable under each contract or
agreement comprised in the Collateral to be observed or performed by the
Borrowers thereunder in accordance with the terms thereof.  Neither the Agent nor any Holder shall have
any obligation or liability under any such contract or agreement by reason of
or arising out of this Security Agreement or the receipt by the Agent or any
Holder of any payment relating to any of the Collateral, nor shall the Agent or
any Holder be obligated in any manner to perform any of the obligations of the
Borrowers under or pursuant to any such contract or agreement, to make inquiry
as to the nature or sufficiency of any payment received by the Agent or any
Holder in respect of the Collateral or as to the sufficiency of any performance
by any party under any such contract or agreement, to present or file any
claim, to take any action to enforce any performance or to collect the payment
of any amounts which may have been assigned to the Agent or to which the Agent
or any Holder may be entitled at any time or times.  The Agent’s sole duty with respect to the custody, safekeeping
and physical preservation of the Collateral in its possession, under § 9-207 of
the UCC, shall be to deal with such Collateral in the same manner as the Agent
deals with similar property for its own account.  In executing this Security Agreement and in performance of its
duties hereunder, the Agent shall be entitled to all of the benefits and
protections afforded to the Agent under the Indenture.


 


11.           Securities and Deposits.  Upon the occurrence and during the
continuance of an Event of Default (wherever used in this document, as defined
in the Indenture), the Agent may at any time, subject to the terms of the
Intercreditor Agreement, at its option, transfer to itself or any nominee any
Securities or other Financial Asset constituting Collateral, receive any income
thereon and hold such income as additional Collateral.  Subject to the terms of the Intercreditor
Agreement, the Agent may demand, sue for, collect, or make any settlement or
compromise which it deems desirable with respect to the Collateral.


 


12.           Notification to Account Debtors
and Other Obligors.  If an Event of
Default (wherever used in this document, as defined in the Indenture) shall
have occurred and be continuing, the Borrowers shall at the request of the
Agent and in accordance with the terms of the Indenture, notify Account Debtors
on Accounts, Chattel Paper and General Intangibles of the Borrowers and
obligors on Instruments for which the Borrowers are an obligee, of the security
interest of the Agent in any Account, Chattel Paper, General Intangible or
Instrument and that, subject to the terms of the Intercreditor Agreement and
the Indenture, payment thereof is to be made directly to the Agent or to any
financial institution designated by the Agent as the Agent ’s agent therefor,
and the Agent may itself, if an Event of Default (wherever used in this
document, as defined in the Indenture) shall have occurred and be continuing,
without notice to or demand upon the Borrowers, so notify Account Debtors and
obligors.  After the making of such a
request or the giving of any such notification, the Borrowers shall hold any
Proceeds of collection of Accounts, Chattel Paper, General Intangibles and
Instruments received by the Borrowers as trustee for the Agent, for the benefit
of the Agent and the Holders, without commingling the same with other funds of
the Borrowers and shall, subject to the terms of the Intercreditor Agreement
and the Indenture, turn the same over to the Agent in the identical form
received, together with any necessary endorsements or assignments.  The Agent shall apply the Proceeds of
collection of Accounts, Chattel Paper, General Intangibles and Instruments
received by the Agent first to the Lender Indebtedness in accordance with the
terms of the Intercreditor 


 


12

















 


Agreement and
the Indenture and then to the Notes and other obligations of the Borrowers
under the Indenture in accordance with the terms of the Indenture.


 


13.           Further Assurances.  Except with respect to leases, licenses and contracts
entered into prior to the date hereof, the Borrowers, at their own expense,
shall do, make, execute and deliver all such additional and further acts,
things, deeds, assurances and Instruments as may be required by applicable law
or as the Agent may require more completely to vest in and assure to the Agent
and the Holders their respective rights hereunder or in any of the Collateral,
including, without limitation, (a) delivering and, where appropriate, filing
financing statements and continuation statements under the UCC, (b) obtaining
governmental and other third party consents and approvals, including without
limitation any consent of any licensor, lessor or other applicable party
referred to in §2.3, and (c) obtaining waivers from mortgagees and landlords.


 


14.           Power of Attorney.


 


14.1.        Appointment and Powers of Agent.  The Borrowers hereby irrevocably constitute
and appoint the Agent and any officer or agent thereof, with full power of
substitution, as their true and lawful attorneys-in-fact with full irrevocable
power and authority in the place and stead of the Borrowers or in the Agent’s
own name, for the purpose of carrying out the terms of this Security Agreement,
to take any and all appropriate action and to execute any and all documents and
Instruments that may be necessary or desirable to accomplish the purposes of
this Security Agreement and, without limiting the generality of the foregoing,
hereby gives said attorneys the power and right, on behalf of the Borrowers,
without notice to or assent by the Borrowers, to do the following:


 


(a)           upon the occurrence and during the
continuance of an Event of Default (wherever used in this document, as defined
in the Indenture), subject to the terms of the Intercreditor Agreement,
generally to sell, transfer, pledge, make any agreement with respect to or
otherwise deal with any of the Collateral in such manner as is consistent with
the UCC fully and completely as though the Agent were the absolute owner
thereof for all purposes, and to do at the Borrowers’ expense, at any time, or
from time to time, all acts and things which the Agent deems necessary to
protect, preserve or realize upon the Collateral and the Agent’s security
interest therein, in order to effect the intent of this Security Agreement, all
as fully and effectively as the Borrowers might do, including, without
limitation, (i) the filing and prosecuting of registration and transfer
applications with the appropriate federal or local agencies or authorities with
respect to trademarks, copyrights and patentable inventions and processes, (ii)
upon written notice to the Borrowers, the exercise of voting rights with
respect to voting Securities, which rights may be exercised, if the Agent so
elects, with a view to causing the liquidation in a commercially reasonable
manner of assets of the issuer of any such Securities and (iii) the execution,
delivery and recording, in connection with any sale or other disposition of any
Collateral, of the endorsements, assignments or other Instruments of conveyance
or transfer with respect to such Collateral; and


 


(b)           to file such financing statements
with respect hereto, with or without the Borrowers’ signature, or a photocopy
of this Security Agreement in substitution for a financing statement, as the
Agent may deem appropriate and to execute in the Borrowers’ name such 


 


13

















 


financing
statements and amendments thereto and continuation statements which may require
the Borrowers’ signatures.


 


14.2.        Ratification by Borrowers.  To the extent permitted by law, the
Borrowers hereby ratify all that said attorneys shall lawfully do or cause to
be done by virtue hereof.  This power of
attorney is a power coupled with an interest and shall be irrevocable.


 


14.3.        No Duty on Agent.  The powers conferred on the Agent hereunder
are solely to protect the interests of the Agent and the Holders in the
Collateral and shall not impose any duty upon the Agent to exercise any such
powers.  The Agent shall be accountable
only for the amounts that it actually receives as a result of the exercise of
such powers and neither it nor any of its officers, directors, employees or
agents shall be responsible to the Borrowers for any act or failure to act,
except for the Agent’ s own gross negligence or willful misconduct.


 


15.           Remedies.  If an Event of Default (wherever used in
this document, as defined in the Indenture) shall have occurred and be
continuing, without further action of the Agent or any Holder, and without
notice to or demand upon the Borrowers, this Security Agreement shall also be
in default, and the Agent, subject to the Intercreditor Agreement, shall
thereafter have in any jurisdiction in which enforcement hereof is sought, in
addition to all other rights and remedies, the rights and remedies of a secured
party under the UCC, including, without limitation, the right to take
possession of the Collateral, and for that purpose the Agent may, so far as the
Borrowers can give authority therefor, enter upon any premises on which the Collateral
may be situated and remove the same therefrom. 
The Agent may in its discretion require the Borrowers to assemble all or
any part of the Collateral at such location or locations within the state of
the Borrowers’ principal office or at such other locations as the Agent may
designate.  Unless the Collateral is
perishable or threatens to decline speedily in value or is of a type
customarily sold on a recognized market, the Agent shall give to the Borrowers
at least ten (10) Business Days’ prior written notice of the time and place of
any public sale of Collateral or of the time after which any private sale or
any other intended disposition is to be made. 
Notwithstanding the foregoing sentence, the Borrowers hereby acknowledge
that five (5) Business Days’ prior written notice of such sale or sales shall
be reasonable notice.  In addition, the
Borrowers waive any and all rights that it may have to a judicial hearing in
advance of the enforcement of any of the Agent’s rights hereunder, including,
without limitation, its right following an Event of Default (wherever used in
this document, as defined in the Indenture) to take immediate possession of the
Collateral and to exercise its rights with respect thereto.


 


16.           No Waiver, Etc.  The Borrowers waive demand, notice, protest,
notice of acceptance of this Security Agreement, notice of loans made, credit
extended, Collateral received or delivered or other action taken in reliance
hereon and all other demands and notices of any description.  With respect to the Collateral, the
Borrowers assent to any extension or postponement of the time of payment or any
other indulgence, to any substitution, exchange or release of or failure to
perfect any security interest in any Collateral, to the addition or release of
any party or person primarily or secondarily liable, to the acceptance of
partial payment thereon and the settlement, compromising or adjusting of any
thereof, all in such manner and at such time or times as the Agent may deem
advisable.  The Agent shall have no duty
as to the collection or protection of the Collateral or any income thereon, nor
as to the preservation of 


 


14

















 


rights against
prior parties, nor as to the preservation of any rights pertaining thereto
beyond the safe custody thereof as set forth in §9.2 of this Security
Agreement.  The Agent and the Holders
shall not be deemed to have waived any of its rights upon or under the
Collateral unless such waiver shall be in writing and signed by the Agent and/or
the Holders in accordance with the terms of the Indenture.  No delay or omission on the part of the
Agent in exercising any right shall operate as a waiver of such right or any
other right.  A waiver on any one
occasion shall not be construed as a bar to or waiver of any right on any
future occasion.  All rights and
remedies of the Agent with respect to the Collateral, whether evidenced hereby
or by any other instrument or papers, shall be cumulative and may be exercised
singularly, alternatively, successively or concurrently at such time or at such
times as the Agent deems expedient.


 


17.           Marshaling.  Neither the Agent nor any Holder shall be
required to marshal any present or future collateral security (including but
not limited to this Security Agreement and the Collateral) for, or other
assurances of payment of, the Notes or any of them or resort to such collateral
security or other assurances of payment in any particular order, and all of the
rights of the Agent hereunder and of the Agent or any Holder in respect of such
collateral security and other assurances of payment shall be cumulative and in
addition to all other rights, however existing or arising.  To the extent that it lawfully may, each of
the Borrowers hereby agrees that it will not invoke any law relating to the
marshaling of collateral which might cause delay in or impede the enforcement
of the Agent’s rights under this Security Agreement, and, to the extent that it
lawfully may, the Borrowers hereby irrevocably waives the benefits of all such
laws.


 


18.           Proceeds of Dispositions; Expenses.  The proceeds of any sale of, or other
realization upon, all or any part of the Collateral shall be applied first in
accordance with the Intercreditor Agreement, and then in accordance with the
Indenture. The Borrowers shall pay to the Agent, in accordance with the terms
of the Indenture, any and all expenses, including reasonable attorneys’ fees
and disbursements, incurred or paid by the Agent in protecting, preserving or
enforcing the Holders’ rights under or in respect of the Notes or any of the
Collateral.


 


19.           Overdue Amounts.  Until paid, all amounts due and payable by
the Borrowers hereunder shall be a debt secured by the Collateral.


 


20.           Governing Law; Consent to
Jurisdiction.  This Security Agreement
is a contract made under, and shall be governed by and construed in accordance
with, the law of the State of New York in the same manner applicable to
contracts made and to be performed entirely within such State and without
giving effect to choice of law principles of such State.  The Borrowers agree that any suit for the
enforcement of this Security Agreement may be brought in the courts of the
State of New York or any federal court sitting therein and consents to the
non-exclusive jurisdiction of such court and to service of process in any such
suit being made upon the Borrowers by mail at the address specified in §8.2 of
the Credit Agreement.  The Borrowers
hereby waive any objection that they may now or hereafter have to the venue of
any such suit for any such court or that such suit is brought in an
inconvenient court.


 


21.           Waiver of Jury Trial.  THE AGENT AND THE BORROWERS, AFTER
CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, 


 


15

















 


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


 


22.           Miscellaneous.  The headings of each section of this
Security Agreement are for convenience only and shall not define or limit the
provisions thereof.  This Security
Agreement and all rights and obligations hereunder shall be binding upon the
Borrowers and their respective successors and assigns, and shall inure to the
benefit of the Agent, the Holders and their respective successors and
assigns.  If any term of this Security
Agreement shall be held to be invalid, illegal or unenforceable, the validity
of all other terms hereof shall in no way be affected thereby, and this
Security Agreement shall be construed and be enforceable as if such invalid,
illegal or unenforceable term had not been included herein.  The Borrowers acknowledge receipt of a copy
of this Security Agreement.


 


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


 


16

















 


IN
WITNESS WHEREOF, intending to be legally bound, the Borrowers have caused this
Security Agreement to be duly executed as of the date first above written.


 


APCOA/STANDARD
PARKING, INC.


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer, Treasurer

  



 


	
  Organizational
  ID Number:

  	
  0923153

  
	
  FEIN:

  	
  16-1171179

  



 


 


A-1 AUTO PARK,
INC., a Georgia corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Vice
  President / Treasurer

  



 


 


	
  Organizational
  ID Number:

  	
  H 809498

  
	
  FEIN:

  	
  58-1336837

  



 


 


APCOA BRADLEY
PARKING COMPANY, LLC, a Connecticut limited liability company


	
  By:

  	
  APCOA/Standard
  Parking Inc., its sole member

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer, Treasurer

  
				



 


 


	
  Organizational
  ID Number: 

  	
   

  	
   

  
	
  FEIN:

  	
  06-1578221

  



 


 


17

















 


APCOA CAPITAL
CORPORATION, a Delaware corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Vice
  President, Treasurer

  



 


 


	
  Organizational
  ID Number: 

  	
   

  	
   

  
	
  FEIN:

  	
  06-1334158

  



 


 


APCOA LASALLE
PARKING COMPANY, LLC, a Louisiana limited liability company


	
  By:

  	
   

  	
  APCOA/Standard
  Parking Inc., its Manager

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer, Treasurer

  
					



 


 


	
  Organizational
  ID Number: 

  	
   

  	
   

  
	
  FEIN:

  	
  36-4395464

  



 


 


CENTURY PARKING,
INC., a California corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Vice
  President / Treasurer

  



 


 


	
  Organizational
  ID Number: 

  	
  C 0550262

  
	
  FEIN:

  	
  95-2548427

  



 


 


18

















 


EVENTS PARKING
CO., INC., a Massachusetts corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Treasurer

  



 


 


	
  Organizational
  ID Number: 

  	
   

  	
   

  
	
  FEIN:

  	
  04-3223993

  



 


 


EXECUTIVE
PARKING INDUSTRIES, L.L.C., a Delaware limited liability company


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Treasurer

  



 


 


	
  Organizational
  ID Number: 

  	
   

  	
   

  
	
  FEIN:

  	
  95-4607842

  



 


 


HAWAII PARKING
MAINTENANCE, INC., a Hawaii corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Vice
  President / Treasurer

  



 


	
  Organizational
  ID Number: 

  	
  62218

  
	
  FEIN:

  	
  94-3024538

  



 


 


19

















 


METROPOLITAN
PARKING SYSTEM, INC., a Massachusetts corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Treasurer

  



 


 


	
  Organizational
  ID Number: 

  	
   

  	
   

  
	
  FEIN: 

  	
  04-2607263

  	
   

  



 


 


S & S
PARKING, INC., a California corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Vice
  President / Treasurer

  



 


 


	
  Organizational
  ID Number: 

  	
  C 0912380

  
	
  FEIN:

  	
  95-3400582

  



 


 


SENTINEL
PARKING CO. OF OHIO, INC., an Ohio corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Vice
  President / Treasurer

  



 


 


	
  Organizational
  ID Number: 

  	
  623160

  
	
  FEIN:

  	
  34-1535756

  



 


 


20

















 


SENTRY PARKING
CORPORATION, a California corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Vice
  President / Treasurer

  



 


 


	
  Organizational
  ID Number: 

  	
  C 0731834

  
	
  FEIN:

  	
  95-3400582

  



 


 


STANDARD AUTO
PARK, INC., an Illinois corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc Baumann

  
	
  Title:

  	
  Treasurer

  



 


 


	
  Organizational
  ID Number: 

  	
  40247696

  
	
  FEIN:

  	
  36-2439841

  



 


 


STANDARD
PARKING CORPORATION, an Illinois corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Treasurer

  



 


 


	
  Organizational
  ID Number: 

  	
  51161866

  
	
  FEIN:

  	
  36-2932936

  



 


21

















 


STANDARD
PARKING CORPORATION IL, an Illinois corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Treasurer

  



 


 


	
  Organizational
  ID Number: 

  	
  57262516

  
	
  FEIN:

  	
  36-3880811

  



 


 


TOWER PARKING,
INC., an Ohio corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Vice
  President / Treasurer

  



 


 


	
  Organizational
  ID Number: 

  	
  463819

  
	
  FEIN:

  	
  31-0878291

  



 


 


VIRGINIA
PARKING SERVICE, INC., a Virginia corporation


 


 


	
  By:

  	
   

  	
  /s/ G. Marc
  Baumann

  	
   

  
	
  Name:

  	
  G. Marc
  Baumann

  
	
  Title:

  	
  Vice
  President / Treasurer

  



 


	
  Organizational
  ID Number: 

  	
  0141783-1

  
	
  FEIN:

  	
  54-0919741

  



 


 


22

















 


WILMINGTON
TRUST COMPANY, as Agent


 


 


	
  By:

  	
   

  	
  /s/ James D.
  Nesci

  	
   

  
	
  Name:

  	
  James D. Nesci

  
	
  Title:

  	
  Authorized
  Signer

  



 


23

















 


SCHEDULE I TO


SECURITY AGREEMENT


 


The Company’s Chief Executive
Office and Principal Place of Business:


 


900
North Michigan Avenue


Suite
1600


Chicago,
Illinois 60611


 


Other Locations Where the Company
Maintains a Place of Business:


 


201
St. Charles Avenue, Ste. 4208


New
Orleans, LA 70170


 


707
Wilshire Boulevard, 35th Floor


Los
Angeles, CA 90017


 


Two
Copley Place, Ste. 300


Boston,
MA 02116


 


50
West Broad Street, Ste. 1600


Columbus,
OH 43215


 


911
Main Street, Ste. 700


Kansas
City, MO 64105


 


3702
South Virginia Street, Ste. G-12-284


Reno,
NV  89502


 


Pauahi
Tower, Ste. 600


1001
Bishop Street


Honolulu,
HI  96813


 


Tower
at Erieview, Ste. 2150


1301
East Ninth Street


Cleveland,
OH 44114


 


155  5th Avenue South, Ste. 575


Minneapolis,
MN 55401


 


1625
Broadway, Ste. 860


Denver,
CO  80202


 


24

















 


The Guarantors’ Chief Executive
Offices and Principal Places of Business:


 


 


	
  A-1 Auto Park, Inc.

  	
   

  	
  1718
  Peachtree Street 

  25th Building 

  South Tower, Suite 452 

  Atlanta, GA 30309

  
	
  AP Holdings, Inc.

  	
   

  	
  900 North
  Michigan Avenue, Ste. 1600 

  Chicago, IL 60611

  
	
  APCOA Capital Corporation

  	
   

  	
  900 North
  Michigan Avenue, Ste. 1600 

  Chicago, IL 60611

  
	
  Century Parking, Inc.

  	
   

  	
  707 Wilshire
  Boulevard, 35th Floor 

  Los Angeles, CA 90017

  
	
  Events Parking Co., Inc.

  	
   

  	
  Two Copley
  Place, Ste. 300 

  Boston, MA 02116

  
	
  Hawaii Parking Maintenance, Inc.

  	
   

  	
  Pauahi
  Tower, Ste. 600 

  1001 Bishop Street 

  Honolulu, HI 96813

  
	
  Metropolitan Parking System, Inc.

  	
   

  	
  Two Copley
  Place, Ste. 300 

  Boston, MA 02116

  
	
  S & S Parking, Inc.

  	
   

  	
  707 Wilshire
  Boulevard, 35th Floor 

  Los Angeles, CA 90017

  
	
  Sentinel Parking Co. of Ohio, Inc.

  	
   

  	
  Tower at
  Erieview, Ste. 2150 

  1301 East 9th Street 

  Cleveland, OH 44114-1899

  
	
  Sentry Parking Corporation

  	
   

  	
  707 Wilshire
  Boulevard, 35th Floor
 Los Angeles, CA 90017

  
	
  Standard Auto Park, Inc.

  	
   

  	
  900 North
  Michigan Avenue, Ste. 1600 

  Chicago, IL 60611

  
	
  Standard Parking Corporation

  	
   

  	
  900 North
  Michigan Avenue, Ste. 1600 

  Chicago, IL 60611

  
	
  Standard Parking Corporation IL

  	
   

  	
  900 North
  Michigan Avenue, Ste. 1600 

  Chicago, IL 60611

  
	
  Tower Parking, Inc.

  	
   

  	
  Tower at
  Erieview, Ste. 2150 

  1301 East 9th Street 

  Cleveland, OH 44114-1899

  
	
  Virginia Parking Service, Inc.

  	
   

  	
  700 Building
  

  700 East Main Street, Ste. 804 

  Richmond, VA 23219

  
	
  APCOA Bradley Parking Company, LLC

  	
   

  	
  c/o Bradley
  International Airport 

  Parking Garage 

  Windsor Locks, CT 06096

  
	
  APCOA LaSalle Parking Company, LLC

  	
   

  	
  201 St.
  Charles Avenue, Ste. 4208 

  New Orleans, LA 70170

  
	
  Executive Parking Industries, LLC

  	
   

  	
  707 Wilshire
  Boulevard, 35th Floor 

  Los Angeles, CA 90017

  



 


25

















 


SCHEDULE II TO


SECURITY AGREEMENT


 


The Company:


 


Advanced Parking Technology


A-M Frontier Field Parking Company


APCOA


APCOA LaSalle Parking Company, LLC


APCOA Parking Venture I, Limited
Partnership


APCOA Parking Venture III, Limited
Partnership


APCOA, Inc.


APCOA/Bradley Parking Company, LLC


APCOA/Standard
Parking


APCOA/Standard
Parking Company


APCOA-GSP,
L.P.


APCOA - S.R.P. Parking


APCOA-S.R.P. Parking V Joint
Venture


APCOA-SRP Parking III


APCOA-SRP Parking Limited
Partnership


APCOA-Washington Parking


Bradley
Airport Parking Limited Partnership


Express
Auto Park


Hopkins
Park Air Express


Park
Air Express


Park-Air
Express


Penn-Ohio
Park Air Express


Standard
Parking


Standard
Parking Corporation


Standard
Parking, an APCOA/Standard Parking Company


Universal/Standard, L.L.C.


 


The Guarantors:


 


None.


 


26

















 


SCHEDULE III TO


SECURITY AGREEMENT


 


The Company:


 


i.              Instruments
– None


 


ii.             Deposit Accounts – See
Schedule 4.22 to the Credit Agreement


 


iii.            Investment
Property – None


 


The Borrower owns the following
Investment Property of the following Subsidiaries:


 


	
  Issuer

  	
   

  	
  Class of Shares/Membership
  Interests

  	
   

  	
  Number of Shares
  Owned/Percentage of Membership Interest Owned

  	
   

  
	
  A-1 Auto Park, Inc.

  	
   

  	
  Common

  	
   

  	
  35,000

  	
   

  
	
  APCOA Capital Corporation

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  
	
  Atrium Parking, Inc.

  	
   

  	
  Common

  	
   

  	
  10

  	
   

  
	
  Events Parking Co., Inc.

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  
	
  Hawaii Parking Maintenance, Inc.

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  
	
  Metropolitan Parking System, Inc.

  	
   

  	
  Common

  	
   

  	
  50

  	
   

  
	
  S & S Parking, Inc.

  	
   

  	
  Common

  	
   

  	
  1,000

  	
   

  
	
  Sentinel Parking Co. of Ohio, Inc.

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  
	
  Standard Auto Park, Inc.

  	
   

  	
  Common

  	
   

  	
  7,840

  	
   

  
	
  Standard Parking Corporation

  	
   

  	
  Common

  	
   

  	
  1,010

  	
   

  
	
  Standard Parking of Canada Ltd.

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  
	
  Standard Parking Corporation IL

  	
   

  	
  Common

  	
   

  	
  100

  	
   

  
	
  Tower Parking, Inc.

  	
   

  	
  Common

  	
   

  	
  500

  	
   

  
	
  Virginia Parking Service, Inc.

  	
   

  	
  Common

  	
   

  	
  2,000

  	
   

  
	
  APCOA LaSalle Parking Company, L.L.C.

  	
   

  	
  Common

  	
   

  	
  100

  	
  %

  
	
  APCOA Bradley Parking Company, LLC

  	
   

  	
  Common

  	
   

  	
  100

  	
  %

  
	
  APCOA Parking Venture V L.L.C.

  	
   

  	
  Common

  	
   

  	
  99

  	
  %

  
	
  Executive Parking Industries, L.L.C.

  	
   

  	
  Common

  	
   

  	
  24

  	
  %

  



 


iv.            Letter-of-Credit
Rights – None


 


v.             Chattel
Paper - None


 


vi.            Documents - None


 


vii.           Commercial Tort Claims – None


 


The Guarantors :


 


27

















 


 


i.              Instruments
– None


 


ii.             Deposit Accounts – The only deposit
accounts are as follows:


 


Standard Parking
Corporation


 


	
  Account
  #

  	
   

  	
  Name of Bank

  	
   

  	
  Location

  
	
  000682361400

  	
   

  	
  Bank of America

  	
   

  	
  Charlotte, North Carolina

  
	
  356511005791

  	
   

  	
  Key Bank

  	
   

  	
  Cincinnati, Ohio

  
	
  9440109816

  	
   

  	
  Wells Fargo

  	
   

  	
  Denver, Colorado

  
	
  4496864224

  	
   

  	
  Wells Fargo

  	
   

  	
  San Francisco, California

  
	
  32030414204

  	
   

  	
  SunTrust

  	
   

  	
  Alexandria, Virginia

  



 


Century Parking, Inc.


 


	
  Account
  #

  	
   

  	
  Name of Bank

  	
   

  	
  Location

  
	
  10713311

  	
   

  	
  M
  & T

  	
   

  	
  Rochester, New York

  
	
  07043406

  	
   

  	
  First Virginia Bank

  	
   

  	
  Washington, DC

  
	
  6191512919

  	
   

  	
  Chase Bank

  	
   

  	
  Greenwich, Connecticut

  



 


Metropolitan Parking
System


 


	
  Account
  #

  	
   

  	
  Name of Bank

  	
   

  	
  Location

  
	
  20430928

  	
   

  	
  Fleet Bank

  	
   

  	
  Boston, Massachusetts

  



 


AP Holdings, Inc.


 


	
  Account
  #

  	
   

  	
  Name of Bank

  	
   

  	
  Location

  
	
  576749824

  	
   

  	
  Firstar

  	
   

  	
  Cleveland, Ohio

  
	
  5800155581

  	
   

  	
  LaSalle Bank

  	
   

  	
  Chicago, Illinois

  



 


iii.            Investment Property –


 


Standard Parking
Corporation owns the following Investment Property:


 


	
  Issuer

  	
   

  	
  Class of Shares/Membership
  Interests

  	
   

  	
  Number of Shares
  Owned/Percentage of Membership Interest Owned

  	
   

  
	
  Sentry Parking Corporation

  	
   

  	
  Common

  	
   

  	
  500

  	
   

  
	
  Century Parking, Inc.

  	
   

  	
  Common

  	
   

  	
  9,000

  	
   

  



 


S&S Parking, Inc.
owns the following Investment Property:


 


28

















 


	
  Issuer

  	
   

  	
  Class of Shares/Membership
  Interests

  	
   

  	
  Number of Shares
  Owned/Percentage of Membership Interest Owned

  	
   

  
	
  Executive Parking Industries, LLC

  	
   

  	
  Membership Interests

  	
   

  	
  76

  	
  %

  



 


AP Holdings, Inc. owns
the following Investment Property:


 


	
  Issuer

  	
   

  	
  Class of Shares

  	
   

  	
  Number of Shares Owned

  	
   

  
	
  APCOA/Standard Parking, Inc.

  	
   

  	
  Common

  	
   

  	
  26.3

  	
   

  
	
  APCOA/Standard Parking, Inc.

  	
   

  	
  Series C Preferred

  	
   

  	
  40.7

  	
   

  
	
  APCOA/Standard Parking, Inc.

  	
   

  	
  Series D Preferred

  	
   

  	
  3,500

  	
   

  



 


iv.            Letter-of-Credit
Rights - None


 


v.             Chattel
Paper - None


 


vi.            Documents
- None


 


vii.           Commercial Tort Claims - None


 


 


29

















 


SCHEDULE IV TO


SECURITY AGREEMENT


The Company:


 


Toronto Administrative


101 Duncan Mill Road, Suite G8


North York, Ontario, Canada


M3B 1Z3


 


The Guarantors:


 


None.


 


 


30

















 


SCHEDULE V TO


SECURITY AGREEMENT


 


None


 


31

















 


SCHEDULE VI TO


SECURITY AGREEMENT


 


None


 


 


32