EXHIBIT 10.13


 


EXECUTION COPY


 


SECURITIES PLEDGE AGREEMENT


 


THIS SECURITIES PLEDGE AGREEMENT is dated as of this
11th day of January, 2002, by and between APCOA/STANDARD PARKING, INC., a
Delaware corporation (the “Company”), each of the Company’s subsidiaries named
on the signature pages hereto (the
“Guarantors”, and together with the Company, the “Borrowers”) and
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 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,
the Borrowers are the direct legal and beneficial owner of that percentage
specified on Annex A hereto of the Stock (as hereinafter defined) of
each of the corporations described on Annex A hereto (the “Subsidiaries”);
and


 


WHEREAS,
it is a condition precedent to the issuance of the Notes that the Borrowers
shall have executed and delivered to the Agent for the ratable benefit of the
Agent and the Holders this Securities Pledge Agreement (as it may be amended,
restated, modified or supplemented and in effect from time to time, this
“Pledge Agreement”);


 


NOW,
THEREFORE, in consideration of the premises 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.


 


 

















 


1.1.          Certain Defined Terms.  All capitalized terms used herein without
definition shall have the respective meanings provided therefor 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 (“LaSalle”) 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”).  Terms used herein and not defined in the
Credit Agreement or otherwise defined herein that are defined in the UCC have
such defined meanings herein, unless the context otherwise indicates or
requires.  The following terms shall
have the following meanings:


 


Cash
Collateral.  Shall have the meaning set forth in Section
4 of this Pledge Agreement.


 


Cash
Distributions Account.  Shall have the meaning set forth in Section
4 of this Pledge Agreement.


 


Stock. 
Includes the shares of stock pledged to the Agent and described in Annex
A attached hereto and any additional shares of stock at the time pledged to
the Agent hereunder.


 


Stock
Collateral.  The property at any time pledged to the
Agent hereunder (whether described herein or not) and all income therefrom,
increases therein and proceeds thereof, including without limitation the Cash
Collateral but excluding from the definition of “Stock Collateral” any income,
increases or proceeds received by the Borrowers to the extent expressly
permitted by Section 6 of this Pledge Agreement.


 


Time
Deposits.   Shall have the meaning set forth in Section
4 of this Pledge Agreement.


 


UCC. 
The Uniform Commercial Code as in effect from time to time in the State
of Illinois, interpreted to the broadest extent possible.


 


1.2.          Other Definitional Provisions.  Any of the defined terms used herein may,
unless the context otherwise requires, be used in the singular or the plural
depending on the reference.  All
references to statutes and related regulations shall include (unless otherwise
specifically provided herein) any amendments of the same and any successor
statutes and regulations.


 


2.                                       Pledge of Stock, Etc.


 


2.1.          Pledge of Stock.  The Borrowers hereby pledge, assign, grant a
second priority security interest in, and deliver to the Agent (or to LaSalle,
as agent for the Agent pursuant to the terms of the Intercreditor Agreement,
dated as of the date hereof (the “Intercreditor Agreement”), among LaSalle, the
Agent and the Borrowers), for the benefit of the Agent and the Holders, all of
the Stock of the domestic Subsidiaries owned beneficially or of record by the
Borrowers (other than Stock of Atrium Parking, Inc., a Delaware corporation
(“Atrium Parking”)), and sixty-five percent (65%) of the Stock of the foreign
Subsidiaries owned beneficially or of record by the


 


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Borrowers, all
as more fully described on Annex A hereto, to be held by the Agent (or
by LaSalle as agent for the Agent pursuant to the Intercreditor Agreement) for
the benefit of the Agent and the Holders, subject to the terms and conditions
hereinafter set forth.  The certificates
for such Stock, if any, accompanied by stock powers or other appropriate
instruments of assignment thereof duly executed in blank by the Borrowers, have
been delivered to LaSalle (as agent for the Agent pursuant to the Intercreditor
Agreement) until the Credit Agreement is terminated, when they shall be
delivered to the Agent pursuant to the Intercreditor Agreement.


 


2.2.          Additional Stock.  In case the Borrowers shall acquire any
additional Stock of any Subsidiary or corporation which is the successor of any
Subsidiary, or any securities exchangeable for or convertible into Stock of any
class of any Subsidiary, by purchase, stock dividend, stock split or otherwise,
then the Borrowers shall forthwith deliver to and pledge all of such Stock of a
domestic Subsidiary, and sixty-five percent (65%) of such Stock of a foreign
Subsidiary to the Agent under this Pledge Agreement and shall deliver to
LaSalle (as agent for the Agent pursuant to the Intercreditor Agreement) until
the Credit Agreement is terminated, when such Stock shall be delivered to the
Agent, forthwith certificates therefor, if any, accompanied by stock powers or
other appropriate instruments of assignment duly executed in blank by the
Borrowers.  The Borrowers agree that the
Agent may from time to time attach as Annex A hereto an updated list of
the Stock at the time pledged with the Agent hereunder.


 


2.3.          Pledge of Cash Distributions
Account.  The Borrowers also hereby
pledge, assign, grant a second priority security interest in, and deliver the
Agent (or LaSalle, as agent for the Agent pursuant to the Intercreditor
Agreement) for the benefit of the Agent and the Holders, the Cash Distributions
Account and all of the Cash Collateral as such terms are hereinafter defined.


 


2.4.          Ranking; Subordination.  Notwithstanding anything to the contrary in
this Pledge 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 Pledge
Agreement, the Agent will not be able to exercise any rights or claims against
the Stock Collateral until and unless such party is permitted to do so pursuant
to the Intercreditor Agreement.  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 Stock Collateral.


 


3.             Security for the Notes.  This Pledge Agreement and the second
priority security interest in and pledge of the Stock Collateral hereunder are
made with and granted to the Agent, for the benefit of the Holders and the
Agent, as security for the payment and performance in full of the Notes and the
other obligations of the Borrowers under the Indenture.


 


4.             Liquidation, Recapitalization,
Etc.


 


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4.1.          Distributions Paid to Agent.  Any sums or other property paid or
distributed upon or with respect to any of the Stock, whether by dividend or
redemption or upon the liquidation or dissolution of the issuer thereof or
otherwise, shall, except to the extent hereafter provided in Section 6, be paid
over and delivered to LaSalle (as agent for the Agent pursuant to the
Intercreditor Agreement) until the Credit Agreement is terminated, when they
shall have been delivered to the Agent, to be held by LaSalle or the Agent, as
the case may be, for the benefit of the Agent and the Holders, as security for
the payment and performance in full of all of the Notes and the other
obligations of the Borrowers under the Indenture.  In case, pursuant to the recapitalization or reclassification of
the capital of the issuer thereof or pursuant to the reorganization thereof,
any distribution of capital shall be made on or in respect of any of the Stock
or any property shall be distributed upon or with respect to any of the Stock,
the property so distributed shall be delivered to LaSalle (as agent for the
Agent pursuant to the Intercreditor Agreement) until the Credit Agreement is
terminated, when they shall be delivered to the Agent, for the benefit of the
Agent and the Holders, to be held by it as security for the Notes and the other
obligations of the Borrowers under the Indenture.  Except to the extent hereafter provided in Section 6, all sums of
money and property paid or distributed in respect of the Stock, whether as a
dividend or upon such a liquidation, dissolution, recapitalization or
reclassification or otherwise, that are received by the Borrowers shall, until
paid or delivered to LaSalle or the Agent, as the case may be, be held in trust
for LaSalle until the Credit Agreement is terminated and thereafter for the
Agent, for the benefit of the Agent and the Holders, as security for the
payment and performance in full of the Notes and the other obligations of the
Borrowers under the Indenture.


 


4.2.          Cash Distributions Account.  All sums of money that are delivered to the
Agent pursuant to this Section 4 shall be deposited into a non-interest bearing
trust account with the Agent (the “Cash Distributions Account”).  Some or all of the funds from time to time
in the Cash Distributions Account may be invested in time deposits, including,
without limitation, certificates of deposit issued by the Agent (such
certificates of deposit or other time deposits being hereinafter referred to,
collectively, as “Time Deposits”), at the written direction of the Company;
provided that, in each such case, an Opinion of Counsel satisfactory to the
Agent, is delivered to the Agent to the effect that all required action has
been taken to perfect and to ensure the priority of the Agent’s security
interest therein.  Earnings on the
investments in the Cash Distributions Account shall be deposited in the Cash
Distributions Account.  The Cash
Distributions Account, all sums from time to time standing to the credit of the
Cash Distributions Account, any and all Time Deposits, any and all instruments
or other writings evidencing Time Deposits and any and all proceeds or any
thereof are hereinafter referred to as the “Cash Collateral.”


 


4.3.          Borrowers’ Rights to Cash
Collateral, Etc.  Except as
otherwise expressly provided in Section 15 of this Pledge Agreement, the
Borrowers shall have no right to withdraw sums from the Cash Distributions
Account, to receive any of the Cash Collateral or to require the Agent to part
with the Agent ‘s possession of any instruments or other writings evidencing
any Time Deposits.


 


5.             Representations, Warranties and Covenants.  The Borrowers hereby represent and warrant
that:  (i) they have good and marketable
title to, and are the sole record and beneficial


 


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owner of, the Stock, subject to no pledges, liens, security interests,
charges, options, restrictions or other encumbrances except the pledge and
security interest created by the Security Documents referred to in the Credit
Agreement (collectively, the “Senior Pledge Agreement”), dated as of even date
herewith, among the Company and LaSalle Bank National Association, as agent for
itself and the lenders party thereto and the pledge and security interest
created by this Pledge Agreement, (ii) all of the issued and outstanding Stock
of the Subsidiaries owned by the Borrowers (other than the stock of Atrium
Parking) is listed on Annex A hereto, (iii) upon delivery of the Stock pledged
to the Agent hereunder, the Agent shall have a valid and perfected second
priority security interest in the Stock, (iv) all of the Stock described in
Section 2 hereof  is, and at all times
will be, duly authorized, validly issued, fully paid and non-assessable, (v)
the Borrowers have full power, authority and legal right to execute, deliver
and perform thier obligations under this Pledge Agreement and to pledge and
grant a second priority security interest in all of the Stock Collateral
pursuant to this Pledge Agreement, and the execution, delivery and performance
hereof and the pledge of and granting of a second priority security interest in
the Stock Collateral hereunder have been duly authorized by all necessary
corporate or other action and do not contravene any law, rule or regulation or
any provision of the Borrowers’ respective charter documents or by-laws or of
any judgment, decree or order of any tribunal or of any agreement or instrument
to which any Borrower is a party or by which it or any of its property is bound
or affected or constitute a default thereunder, and (vi) the information set
forth in Annex A hereto relating to the Stock is true, correct and complete in
all respects.  The Borrowers covenant
that they will defend the rights of the Agent and the Holders and the second
priority security interest of the Agent, for the benefit of the Agent and the
Holders, in such Stock against the claims and demands of all persons
whomsoever, other than those of LaSalle while the Credit Agreement is in
effect.  The Borrowers further covenant
that they will have the legal title to and right to pledge and grant a second
priority security interest in the Stock Collateral hereafter pledged or in
which a second priority security interest is granted to the Agent hereunder and
will likewise defend the rights, pledge and security interest thereof and
therein of the Agent and the Holders.


 


6.             Dividends, Voting, Etc., Prior
to Maturity.  So long as no Event of
Default shall have occurred and be continuing, the Borrowers shall be entitled
to receive all cash dividends paid in respect of the Stock, to vote the Stock
and to give consents, waivers and ratifications in respect of the Stock;
provided, however, that no vote shall be cast or consent waiver or ratification
given by the Borrowers if the effect thereof would in the reasonable judgment
of the Borrowers impair any of the Stock Collateral or be inconsistent with or
result in any violation of any of the provisions of the Indenture.  All such rights of the Borrowers to receive
cash dividends shall cease in case an Event of Default shall have occurred and
be continuing.  All such rights of the
Borrowers to vote and give consents, waivers and ratifications with respect to
the Stock shall cease in case an Event of Default shall have occurred and be
continuing.


 


7.             Remedies.


 


7.1.         In General.  If an Event of Default shall have occurred
and be continuing, the Agent shall thereafter, subject to the terms of the
Intercreditor Agreement, have the following rights and remedies (to the extent
permitted by applicable law) in addition to the rights and remedies of a
secured party under the UCC, all such rights and remedies being cumulative,


 


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non-exclusive,
and enforceable alternatively, successively or concurrently, at such time or
times as the Agent deems expedient:


 


(a)           if the Agent so elects and gives
notice of such election to the Borrowers, the Agent may vote any or all of the
Stock (whether or not the same shall have been transferred into its name or the
name of its nominee or nominees) for any lawful purpose, including, without
limitation, if the Agent so elects, for the liquidation of the assets of the
issuer thereof, and give all consents, waivers and ratifications in respect of
the Stock and otherwise act with respect thereto as though it were the outright
owner thereof (the Borrowers hereby irrevocably constituting and appointing the
Agent the proxy and attorney-in-fact of the Borrowers, with full power of
substitution, to do so);


 


(b)           the Agent may demand, sue for,
collect or make any compromise or settlement the Agent deems suitable in
respect of any Stock Collateral;


 


(c)           the Agent may sell, resell, assign
and deliver, or otherwise dispose of any or all of the Stock Collateral, for
cash or credit or both and upon such terms at such place or places, at such
time or times and to such entities or other Persons as the Agent thinks
expedient, all without demand for performance by the Borrowers or any notice or
advertisement whatsoever except as expressly provided or as may otherwise be
required by law; and


 


(d)           the Agent may cause all or any part
of the Stock held by it to be transferred into its name or the name of its
nominee or nominees.


 


7.2.          Sale of Stock Collateral.  In the event of any disposition of the Stock
Collateral as provided in clause (c) of Section 7.1, the Agent shall give to
the Borrowers at least five (5) Business Days’ prior written notice of the time
and place of any public sale of the Stock Collateral or of the time after which
any private sale or any other intended disposition is to be made.  The Borrowers hereby acknowledge that five
(5) Business Days’ prior written notice of such sale or sales shall be
reasonable notice.  The Agent may
enforce its rights hereunder without any other notice and without compliance
with any other condition precedent now or hereunder imposed by statute, rule of
law or otherwise (all of which are hereby expressly waived by the Borrowers, to
the fullest extent permitted by law). 
The Agent may buy any part or all of the Stock Collateral at any public
sale and if any part or all of the Stock Collateral is of a type customarily
sold in a recognized market or is of the type which is the subject of
widely-distributed standard price quotations, the Agent may buy at private sale
and may make payments thereof by any means. 
The proceeds actually received from any sale or other disposition shall
be applied first in accordance with the Intercreditor Agreement and then in accordance
with the terms of the Indenture.  Only
after such applications, and after payment by the Agent of any amount required
by §9-615(a)(3) of the UCC, need the Agent account to the Borrowers for any
surplus.


 


7.3.          Registration of Stock.  If the Agent shall determine to exercise its
right to sell any or all of the Stock pursuant to this Section 7, and if in the
opinion of counsel for the Agent it is necessary, or if in the reasonable
opinion of the Agent it is advisable, to have the Stock, or that portion
thereof to be sold, registered under the provisions of the Securities Act of 


 


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1933, as
amended (the “Securities Act”), the Borrowers agree to use their best efforts
to cause the issuer or issuers of the Stock contemplated to be sold, to execute
and deliver, and cause the directors and officers of such issuer to execute and
deliver, all at the Borrowers’ expense, all such instruments and documents, and
to do or cause to be done all such other acts and things as may be necessary
or, in the reasonable opinion of the Agent, advisable to register such Stock
under the provisions of the Securities Act and to cause the registration
statement relating thereto to become effective and to remain effective for a
period of nine (9) months from the date such registration statement became
effective, and to make all amendments thereto or to the related prospectus or
both that, in the reasonable opinion of the Agent, are necessary or advisable,
all in conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto.  The Borrowers agree to use their best
efforts to cause such issuer or issuers to comply with the provisions of the
securities or “Blue Sky” laws of any jurisdiction which the Agent shall
designate and to cause such issuer or issuers to make available to its security
holders, as soon as practicable, an earnings statement (which need not be
audited) which will satisfy the provisions of Section 11(a) of the Securities
Act.


 


7.4.          Private Sales.  The Borrowers recognize that the Agent may
be unable to effect a public sale of the Stock by reason of certain
prohibitions contained in the Securities Act, federal banking laws, and other
applicable laws, but may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers. 
The Borrowers agree that any such private sales may be at prices and
other terms less favorable to the seller than if sold at public sales and that
such private sales shall not by reason thereof be deemed not to have been made
in a commercially reasonable manner. 
The Agent shall be under no obligation to delay a sale of any of the
Stock for the period of time necessary to permit the issuer of such securities
to register such securities for public sale under the Securities Act, or such
other federal banking or other applicable laws, even if the issuer would agree
to do so.  Subject to the foregoing, the
Agent agrees that any sale of the Stock shall be made in a commercially
reasonable manner, and the Borrowers agree to use thier best efforts to cause
the issuer or issuers of the Stock contemplated to be sold, to execute and
deliver, and cause the directors and officers of such issuer to execute and
deliver, all at the Borrowers’ expense, all such instruments and documents, and
to do or cause to be done all such other acts and things as may be necessary
or, in the reasonable opinion of the Agent, advisable to exempt such Stock from
registration under the provisions of the Securities Act, and to make all
amendments to such instruments and documents which, in the opinion of the
Agent, are necessary or advisable, all in conformity with the requirements of
the Securities Act and the rules and regulations of the Securities and Exchange
Commission applicable thereto.  The
Borrowers further agree to use their best efforts to cause such issuer or
issuers to comply with the provisions of the securities or “Blue Sky” laws of
any jurisdiction which the Agent shall designate and, if required, to cause
such issuer or issuers to make available to its security holders, as soon as
practicable, an earnings statement (which need not be audited) which will
satisfy the provisions of Section 11(a) of the Securities Act.


 


7.5.          Borrowers’ Agreements, Etc.  The Borrowers further agree to do or cause
to be done all such other acts and things as may be reasonably necessary to
make any sales of any portion or all of the Stock pursuant to this Section 7
valid and binding and in compliance with any and all applicable laws
(including, without limitation, the Securities Act, the Securities Exchange Act
of 1934, as amended, the rules and regulations of the Securities and Exchange 


 


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Commission
applicable thereto and all applicable state securities or “Blue Sky” laws),
regulations, orders, writs, injunctions, decrees or awards of any and all
courts, arbitrators or governmental instrumentalities, domestic or foreign,
having jurisdiction over any such sale or sales, all at the Borrowers’
expense.  The Borrowers further agree
that a breach of any of the covenants contained in this Section 7 will cause
irreparable injury to the Agent, that the Agent has no adequate remedy at law
in respect of such breach and, as a consequence, agrees that each and every
covenant contained in this Section 7 shall be specifically enforceable against
the Borrowers and the Borrowers hereby waive and agree not to assert any
defenses against an action for specific performance of such covenants.


 


8.             Marshaling.  Neither the Agent nor any Holder shall be
required to marshall any present or future security for (including but not
limited to this Pledge Agreement and the Stock Collateral), or other assurances
of payment of, the Notes or any of them, or to resort to such security or other
assurances of payment in any particular order. 
All of the Agent’s rights hereunder and in respect of such 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, the Borrowers hereby agree that they will not
invoke any law relating to the marshaling of collateral that might cause delay
in or impede the enforcement of the Agent’s rights under this Pledge Agreement,
and to the extent that it lawfully may the Borrowers hereby irrevocably waive
the benefits of all such laws.


 


9.             Borrowers’ Obligations Not
Affected.  The obligations of the
Borrowers hereunder shall remain in full force and effect without regard to,
and shall not be impaired by (i) any exercise or nonexercise, or any waiver, by
the Agent or any Holder of any right, remedy, power or privilege under or in
respect of any of the Indenture or any security therefor (including this Pledge
Agreement); (ii) any amendment or supplement to or modification of the
Indenture or the Security Agreement; (iii) any amendment or supplement to or
modification of any instrument (other than this Pledge Agreement) securing the
Notes; or (iv) the taking of additional security for, or any other assurances
of payment of, the Notes or the release or discharge or termination of any
security or other assurances of payment or performance for the Notes; whether
or not the Borrowers shall have notice or knowledge of any of the foregoing.


 


10.           Transfer, Etc. by Borrowers.  Without the prior written consent of the
Agent, the Borrowers will not sell, assign, transfer or otherwise dispose of,
grant any option with respect to, or pledge or grant any security interest in
or otherwise encumber or restrict any of the Stock Collateral or any interest
therein, except for the pledge thereof and security interest thereof provided
for in the Senior Pledge Agreement and the pledge thereof and security interest
thereof provided for in this Pledge Agreement.


 


11.           Further Assurances.  The Borrowers will do all such acts, and
will furnish to the Agent all such financing statements, certificates, legal
opinions and other documents and will obtain all such governmental consents and
corporate approvals and will do or cause to be done all such other things as be
required by applicable law or as the Agent may reasonably request from time to
time in order to give full effect to this Pledge Agreement and to secure the
rights of the Holders hereunder, all without any cost or expense to the Agent
or any Holder.  If the Agent


 


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so elects, a
photocopy of this Pledge Agreement may at any time and from time to time be
filed by the Agent as a financing statement in any recording office in any
jurisdiction.


 


12.           Survival of Representations.  All representations and warranties of the
Borrowers contained in this Pledge Agreement shall survive the execution and
delivery of this Pledge Agreement.


 


13.           Agent’s Exoneration.  Under no circumstances shall the Agent be
deemed to assume any responsibility for or obligation or duty with respect to
any part or all of the Stock Collateral of any nature or kind or any matter or
proceedings arising out of or relating thereto, other than (i) to exercise
reasonable care in the physical custody of the Stock Collateral and (ii) after
an Event of Default shall have occurred and be continuing to act in a
commercially reasonable manner.  The
Agent shall not be required to take any action of any kind to collect, preserve
or protect its or the Borrowers’ rights in the Stock Collateral or against
other parties thereto.  The Agent’s
prior recourse to any part or all of the Stock Collateral shall not constitute
a condition of any demand, suit or proceeding for payment or collection of the
Notes.  In executing this Pledge
Agreement and the performance of its duties hereunder, the Agent shall be
entitled to all of the benefits and protections afforded to the Agent, as
trustee under the Indenture.


 


14.           No Waiver, Etc.  Neither this Pledge Agreement nor any term
hereof may be changed, waived, discharged or terminated except by a written
instrument expressly referring to this Pledge Agreement and to the provisions
so modified or limited and executed by the Agent pursuant to the terms of the
Indenture.  No act, failure or delay by
the Agent shall constitute a waiver of its rights and remedies hereunder or
otherwise.  No single or partial waiver
by the Agent of any default or right or remedy that it may have shall operate as
a waiver of any other default, right or remedy or of the same default, right or
remedy on a future occasion.  The
Borrowers hereby waive presentment, notice of dishonor and protest of all
instruments, included in or evidencing any of the Notes or the Stock
Collateral, and any and all other notices and demands whatsoever.


 


15.           Notice, Etc.  All notices, requests and other
communications hereunder shall be made in the manner set forth in Section 14.02
of the Indenture.


 


16.           Termination.  Upon indefeasible payment and final
performance in full of the Notes and the other obligations of the Borrowers
under the Indenture, this Pledge Agreement shall terminate and the Agent shall,
at the Borrowers’ request and expense, return such Stock Collateral in the
possession or control of the Agent as has not theretofore been disposed of
pursuant to the provisions hereof, together with any moneys and other property
at the time held by the Agent hereunder.


 


17.           Successors and Assigns.  This Pledge Agreement and all obligations of
the Borrowers shall be binding upon the successors and assigns of the
Borrowers, and shall, together with the rights and remedies of the Agent
hereunder, inure to the benefit of the Agent, its successors in title and
assigns.


 


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18.           Governing Law.  THIS PLEDGE AGREEMENT AND THE OBLIGATIONS
OF THE BORROWERS HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICTS OR
CHOICE OF LAWS RULES OR PRINCIPLES).


 


19.           Entire Agreement.  This Pledge Agreement embodies the entire
agreement and understanding between the Borrowers and the Holders relating to
the Stock Collateral and supersedes all prior written and oral agreements and
understandings between the Borrowers and the Holders relating to the Stock
Collateral.


 


20.           Headings.  The descriptive section headings have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.


 


21.           Counterparts.  This Pledge Agreement may be executed in any
number of counter-parts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Pledge
Agreement by signing any such counterpart.


 


19.           Severability, etc.  If any term of this Pledge Agreement shall
be held to be invalid, illegal or unenforceable, the validity of all other
terms hereof shall be in no way affected thereby, and this Pledge Agreement
shall be construed and be enforceable as if such invalid, illegal or
unenforceable term had not been included. 
The Borrowers acknowledge receipt of a copy of this Pledge Agreement.


 


[Remainder of page intentionally left blank;
signature page follows]


 


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IN WITNESS WHEREOF, this Securities Pledge Agreement has been
executed as of the day and year first above written.


 


 


	
  APCOA/STANDARD
  PARKING, INC.

  
	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/  G. Marc Baumann

  	
   

  
	
  Name:

  	
   G. Marc Baumann

  
	
  Title:

  	
   Executive Vice President, Chief Financial
  Officer, Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  A-1 AUTO
  PARK, INC.

  
	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/  G. Marc Baumann

  	
   

  
	
  Name:

  	
   G. Marc Bauman

  
	
  Title:

  	
   Vice President/Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  APCOA CAPITAL
  CORPORATION

  
	
  By:

  	
   

  	
  /s/  G. Marc Baumann

  	
   

  
	
  Name:

  	
   G.
  Marc Baumann

  
	
  Title:

  	
   Vice
  President / Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  CENTURY PARKING, INC.

  
	
  By:

  	
   

  	
  /s/  G.
  Marc Baumann

  	
   

  
	
  Name:

  	
   G.
  Marc Baumann

  
	
  Title:

  	
   Vice
  President / Treasurer

  
	
   

  	
   

  
						



 


11

















 


	
  EVENTS PARKING CO., INC.

  
	
  By:

  	
   

  	
  /s/  G.
  Marc Baumann

  	
   

  
	
  Name:

  	
   G.
  Marc Baumann

  
	
  Title:

  	
   Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  HAWAII PARKING MAINTENANCE, INC.

  
	
  By:

  	
   

  	
  /s/  G.
  Marc Baumann

  	
   

  
	
  Name:

  	
   G.
  Marc Baumann

  
	
  Title:

  	
   Vice
  President / Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  METROPOLITAN PARKING SYSTEM, INC.

  
	
  By:

  	
   

  	
  /s/  G.
  Marc Baumann

  	
   

  
	
  Name:

  	
   G.
  Marc Baumann

  
	
  Title:

  	
   Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  S&S PARKING, INC.

  
	
  By:

  	
   

  	
  /s/  G.
  Marc Baumann

  	
   

  
	
  Name:

  	
   G.
  Marc Baumann

  
	
  Title:

  	
   Vice
  President / Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  SENTINEL
  PARKING CO. OF OHIO, INC.

  
	
  By:

  	
   

  	
  /s/  G.
  Marc Baumann

  	
   

  
	
  Name:

  	
   G.
  Marc Baumann

  
	
  Title:

  	
   Vice
  President / Treasurer

  
					



12

















 


	
   

  	
   

  
	
   

  	
   

  
	
  SENTRY PARKING CORPORATION

  
	
  By:

  	
   

  	
  /s/  G.
  Marc Baumann

  	
   

  
	
  Name:

  	
   G.
  Marc Baumann

  
	
  Title:

  	
   Vice
  President / treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  STANDARD AUTO PARK, INC.

  
	
  By:

  	
   

  	
  /s/  G.
  Marc Baumann

  	
   

  
	
  Name:

  	
   G.
  Marc Baumann

  
	
  Title:

  	
   Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  STANDARD PARKING CORPORATION

  
	
  By:

  	
   

  	
  /s/  G.
  Marc Baumann

  	
   

  
	
  Name:

  	
   G.
  Marc Baumann

  
	
  Title:

  	
   Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  STANDARD PARKING CORPORATION IL

  
	
  By:

  	
   

  	
  /s/  G.
  Marc Baumann

  	
   

  
	
  Name:

  	
   G.
  Marc Baumann

  
	
  Title:

  	
   Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  TOWER PARKING, INC.

  
	
  By:

  	
   

  	
  /s/  G.
  Marc Baumann

  	
   

  
	
  Name:

  	
   G.
  Marc Baumann

  
	
  Title:

  	
   Vice
  President / Treasurer

  
					



 


 


13

















 


	
   

  	
   

  
	
   

  	
   

  
	
  VIRGINIA PARKING SERVICE, INC.

  
	
  By:

  	
   

  	
  /s/  G.
  Marc Baumann

  	
   

  
	
  Name:

  	
   G.
  Marc Baumann

  
	
  Title:

  	
   Vice
  President / Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  STANDARD PARKING OF CANADA LTD.

  
	
  By:

  	
   

  	
  /s/ 
  Robert N. Sacks

  	
   

  
	
  Name:

  	
   Robert
  N. Sacks

  
	
  Title:

  	
   Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  WIMINGTON TRUST COMPANY, as Agent

  
	
  By:

  	
   

  	
  /s/ 
  James D. Nesci

  	
   

  
	
  Name:

  	
   James
  D. Nesci

  
	
  Title:

  	
   Authorized Signer

  
					



 


14

















 


EXECUTION COPY


 


Annex A


to Securities Pledge Agreement


 


Record
Owner:  (*) APCOA/Standard Parking, Inc.


 


	
  Issuer

  	
   

  	
  Record
  Owner

  	
   

  	
  Class of
  Shares

  	
   

  	
  Number of
  Authorized  Shares

  	
   

  	
  Number of
  Issued Shares

  	
   

  	
  Percentage
  Ownership

  	
   

  	
  Par  or Liquidation Value

  	
   

  	
  Certificate
  No.

  	
   

  	
  Number of
  Stock Pledged to Agent

  	
   

  
	
  A-1 Auto Park,
  Inc.

  	
   

  	
  (*

  	
  )

  	
  Common

  	
   

  	
  50,000

  	
   

  	
  35,000

  	
   

  	
  100

  	
  %

  	
  $

  	
  0.10

  	
   

  	
  10

  	
   

  	
   

  	
   

  
	
  APCOA Capital
  Corporation

  	
   

  	
  (*

  	
  )

  	
  Common

  	
   

  	
  500

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  	
  $

  	
  0.01

  	
   

  	
  C 3

  	
   

  	
   

  	
   

  
	
  Events Parking
  Co., Inc.

  	
   

  	
  (*

  	
  )

  	
  Common

  	
   

  	
  200,000

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  	
  No Par

  	
   

  	
  3

  	
   

  	
   

  	
   

  
	
  Hawaii Parking
  Maintenance, Inc.

  	
   

  	
  (*

  	
  )

  	
  Common

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  	
  $

  	
  10.00

  	
   

  	
  2

  	
   

  	
   

  	
   

  
	
  Metropolitan
  Parking System, Inc.

  	
   

  	
  (*

  	
  )

  	
  Common

  	
   

  	
  12,500

  	
   

  	
  50

  	
   

  	
  100

  	
  %

  	
  No Par

  	
   

  	
  3

  	
   

  	
   

  	
   

  
	
  S & S
  Parking, Inc.

  	
   

  	
  (*

  	
  )

  	
  Common

  	
   

  	
  1,000

  	
   

  	
  1,000

  	
   

  	
  100

  	
  %

  	
  No Par

  	
   

  	
  4

  	
   

  	
   

  	
   

  
	
  Sentinel Parking
  Co. of Ohio, Inc.

  	
   

  	
  (*

  	
  )

  	
  Common

  	
   

  	
  750

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  	
  No Par

  	
   

  	
  2

  	
   

  	
   

  	
   

  
	
  Standard Auto
  Park, Inc.

  	
   

  	
  (*

  	
  )

  	
  Common

  	
   

  	
  25,000

  	
   

  	
  7,840

  	
   

  	
  100

  	
  %

  	
  $

  	
  10.00

  	
   

  	
  14

  	
   

  	
   

  	
   

  
	
  Standard Parking
  Corporation

  	
   

  	
  (*

  	
  )

  	
  Common

  	
   

  	
  10,000

  	
   

  	
  1,010

  	
   

  	
  100

  	
  %

  	
  $

  	
  10.00

  	
   

  	
  13

  	
   

  	
   

  	
   

  
	
  Standard Parking
  Corporation IL

  	
   

  	
  (*

  	
  )

  	
  Common

  	
   

  	
  100,000

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  	
  No Par

  	
   

  	
  2

  	
   

  	
   

  	
   

  
	
  Standard Parking
  of Canada Ltd.

  	
   

  	
  (*

  	
  )

  	
  Common

  	
   

  	
  Unlimited

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  	
  No Par

  	
   

  	
  2

  	
   

  	
  65

  	
   

  
	
  Tower Parking,
  Inc.

  	
   

  	
  (*

  	
  )

  	
  Common

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  100

  	
  %

  	
  No Par

  	
   

  	
  3

  	
   

  	
   

  	
   

  
	
  Virginia Parking
  Service, Inc.

  	
   

  	
  (*

  	
  )

  	
  Common

  	
   

  	
  5,000

  	
   

  	
  2,000

  	
   

  	
  100

  	
  %

  	
  $

  	
  1.00

  	
   

  	
  14

  	
   

  	
   

  	
   

  



 


15

















 


Record
Owner: (**) Standard Parking Corporation


 


	
  Issuer

  	
   

  	
  Record
  Owner

  	
   

  	
  Class of
  Shares

  	
   

  	
  Number of
  Authorized  Shares

  	
   

  	
  Number of
  Issued Shares

  	
   

  	
  Percentage
  Ownership

  	
   

  	
  Par or
  Liquidation Value

  	
   

  	
  Certificate
  No.

  	
   

  	
  Number of
  Stock Pledged to Agent

  	
   

  
	
  Century Parking,
  Inc.

  	
   

  	
  (**

  	
  )

  	
  Common

  	
   

  	
  10,000

  	
   

  	
  9,000

  	
   

  	
  100

  	
  %

  	
  $

  	
  10.00

  	
   

  	
  6

  	
   

  	
   

  	
   

  
	
  Sentry Parking
  Corporation

  	
   

  	
  (**

  	
  )

  	
  Common

  	
   

  	
  100,000

  	
   

  	
  500

  	
   

  	
  100

  	
  %

  	
  $

  	
  1.00

  	
   

  	
  9

  	
   

  	
   

  	
   

  



 


16

















 


(***)  Record Owner:   AP Holdings, Inc.


 


	
  Issuer

  	
   

  	
  Record
  Owner

  	
   

  	
  Class of
  Shares

  	
   

  	
  Number of
  Authorized  Shares

  	
   

  	
  Number of
  Issued Shares

  	
   

  	
  Percentage
  Ownership

  	
   

  	
  Par or
  Liquidation Value

  	
   

  	
  Certificate
  No.

  	
   

  	
  Number of
  Stock Pledged to Agent

  	
   

  
	
  APCOA/Standard
  Parking, Inc.

  	
   

  	
  (***

  	
  )

  	
  Common

  	
   

  	
  3,000

  	
   

  	
  26.3

  	
   

  	
  84.0

  	
  %

  	
  $

  	
  1.00

  	
   

  	
  11

  	
   

  	
   

  	
   

  
																			



 


17