EXHIBIT
10.8


 


EXECUTION
COPY


 


LIMITED
LIABILITY COMPANY


MEMBERSHIP
INTERESTS SECURITY AGREEMENT


 


THIS LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS
SECURITY AGREEMENT dated as of January 11, 2002 is by and between
APCOA/STANDARD PARKING, INC., a Delaware corporation (the “Borrower”), 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 Borrower, pursuant to an indenture dated as of even date herewith (as
amended, supplemented or otherwise modified from time to time, the
“Indenture”), among the Borrower, each of the Borrower’s subsidiaries named on
the signature pages thereto (the “Guarantors”) and the Agent.


 


W I T N E S S E T H:


 


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


 


WHEREAS, the Borrower 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 Borrower to make valuable
transfers to one or more of the Guarantors in connection with the operation of
their respective businesses;


 


WHEREAS, the Borrower 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;


 


WHEREAS, under the terms of the Security Agreement (as
defined in the Indenture), the Borrower has agreed that the Agent, for the
benefit of itself and the Holders, shall have a second priority security interest
in substantially all of the personal property assets of the Borrower, including
the Borrower’s interests in its subsidiaries and certain joint ventures and
partnerships and related income, distributions and proceeds thereof, subject
only to security interests expressly permitted by the Indenture, to secure the
Borrower’s obligations under the Indenture;


 


WHEREAS, the Borrower is the direct legal and
beneficial owner of that percentage of membership interests of each of the
limited liability companies described on Annex A hereto (the “Subsidiaries”);
and


 


WHEREAS, it is a condition precedent to the issuance
of the Notes that the Borrower shall have executed and delivered this Limited
Liability Company Membership Interests Security Agreement (as it may be amended
or modified from time to time, this “Agreement”) to the Agent for the ratable
benefit of the Agent and the Holders;


 

















 


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 Borrower and LaSalle Bank National
Association (“LaSalle”) 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”). 
Terms used herein and not defined in the Credit Agreement or otherwise
defined herein that are defined in the Uniform Commercial Code of Illinois have
such defined meanings herein, unless the context otherwise indicates or
requires.  The following terms shall
have the following meanings:


 


Event of Default.  An “Event of Default” as defined in the
Indenture.


 


Intercreditor Agreement.  The “Intercreditor Agreement” as defined in
the Indenture.


 


Membership Agreement.  The operating agreement or limited liability
company agreement or similar governing agreement of each of the Subsidiaries
and any instruments related thereto that created or that govern a Subsidiary,
as the same may be amended, restated, modified or supplemented and in effect
from time to time.


 


Membership Interests.  The Borrower’s membership interests in each
of the Subsidiaries, including, without limitation, (a) all rights, title and
interest, remedies, powers and privileges vested in the Borrower under the
Membership Agreements; (b) all rights, title and interest in and to the
profits, income, surplus, moneys, available cash flow, assets and revenues of
any kind accruing, and all Accounts arising, under or in respect of the
Subsidiaries and the Membership Agreements; (c) all rights, title and interest
in and to any and all security for or claims against others in respect of the
Membership Agreements; (d) all rights, title and interest in and to the
Subsidiaries, now owned or hereafter acquired, as a result of exchange offers,
direct investments or contributions or otherwise; (e) all distributions of
income, profit, revenues, or other assets paid or payable to the Borrower in
its capacity as a member; (f) all Accounts now or hereafter due and to become
due to the Borrower from the Subsidiaries; and (g) any and all Proceeds of the
foregoing.


 


Security Interests.  The second priority security interests
granted pursuant to §2 hereof.


 


UCC.  The Uniform Commercial Code as in effect at
the relevant time(s) in the State of Illinois, provided that if by
reason of mandatory provisions of law, the perfection or the effect of
perfection or non-perfection of the Security Interests or the availability of
any remedy hereunder is governed by the Uniform Commercial Code as in effect in
any other jurisdiction, “UCC” means the Uniform Commercial Code as in effect in
such other jurisdiction for purposes of the


 


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provisions hereof relating to such perfection or effect of perfection
or non-perfection or availability of such remedy.


 


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.             Grant
of Second Priority Security Interests. 
The Borrower hereby grants to the Agent, for the benefit of the Agent
and the Holders, continuing second priority security interests in, a right of
setoff against, and an assignment to the Agent, for the benefit of the Agent
and the Holders, of all right, title and interest of the Borrower in and to the
Membership Interests, except to the extent that (i) any such Membership
Interest (or some or all of the rights comprising such Membership Interest)
shall not be assignable or capable of being encumbered as a matter of law or
under the terms of the Membership 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 Membership Interests” and, as the case may be,
“Excluded Membership Agreements”); provided, however, that upon
obtaining the consent of the party or parties to any such Membership Agreement
(other than the Borrower) with respect to any such otherwise Excluded
Membership Interests and/or Excluded Membership Agreement, the terms
“Membership Interests” and “Membership Agreement” shall thereafter include the
same to the extent permitted by such consents.


 


2.1.          Ranking;
Subordination.  Notwithstanding
anything to the contrary in this 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 Agreement,
the Agent will not be able to exercise any rights or claims against the
Membership Interests until and unless such party is permitted to do so pursuant
to the Intercreditor Agreement, dated as of even date herewith, among 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 Membership
Interests.


 


3.             Security
for the Notes.  This Agreement and
the second priority security interest in and pledge of the Membership Interests
evidenced 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 Borrower and the Guarantors under
the Indenture.


 


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4.             Representations
and Warranties.  The Borrower
represents and warrants as follows:


 


4.1           Binding
Obligation.  This Agreement is the
legally valid and binding obligation of the Borrower, enforceable against it in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium, or similar laws or equitable principles
relating to or limiting creditor’s rights generally.


 


4.2           Ownership
of Membership Interest.  The
Borrower owns the Membership Interests free and clear of any lien, security
interest, encumbrance, claim and right of others (collectively “Liens”), except
for the Security Interests, the first priority security interest granted to
LaSalle and the lenders under the Credit Agreement and Permitted Liens under
the Credit Agreement.  No effective
financing statement or other form of lien notice covering all or any part of
the Membership Interests is on file in any recording office, except for those
in favor of the Agent and those in favor of LaSalle, as agent under the Credit
Agreement, evidencing the Liens granted in favor of LaSalle as secured party in
respect of the first priority Lien in favor of the lenders party to the Credit
Agreement.


 


4.3           Office
Locations.  The mailing address,
chief place of business, the chief executive office and the office where
Borrower keeps its books and records relating to the Membership Interests are
located at the places specified on Exhibit A hereto.


 


4.4           Perfection.  This Agreement creates a valid, perfected
and second priority security interest in the Membership Interests (other than
any Excluded Membership Interests and/or Excluded Membership Agreements),
securing the payment of the Notes, and the other obligations of the Borrower
and the Guarantors under the Indenture, and all filings, registrations,
recordings and other actions necessary or desirable to create, perfect and
protect such Security Interests have been duly taken, and such Security
Interests are entitled to all of the rights, priorities and benefits afforded
by the UCC or other relevant law as enacted in any relevant jurisdiction which
relates to perfected security interests. 
The Borrower has marked its books and records to reflect the Security
Interests.


 


4.5           Governmental
Authorizations; Consents.  No
authorization, approval or other action by, and no notice to or filing with,
any domestic or foreign governmental authority or regulatory body or consent of
any other Person is required (other than filing in appropriate governmental
offices UCC financing statements in favor of the Agent as secured party
evidencing the Liens granted hereunder) either (a) for the grant by the Borrower
of the Security Interests granted hereby or for the execution, delivery or
performance of this Agreement by the Borrower or (b) for the perfection of or
the exercise by the Agent of its rights and remedies hereunder.


 


4.6           Conflicting
Laws and Contracts.  Except for the
required consent of the Managers of each of the Subsidiaries, neither the
execution and delivery by the Borrower of this Agreement, the creation and
perfection of the Security Interests, nor compliance by the Borrower with the
terms and provisions hereof, will violate any law, rule, regulation, order,
writ, judgment, injunction, decree or award binding on the Borrower, the
Certificate of Incorporation or


 


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By-Laws of the Borrower, or the provisions of any indenture, instrument
or agreement to which the Borrower is a party or a subject, or by or which it,
or its properties, is bound, or conflict with or constitute a default
thereunder.


 


4.7           Accurate
Information.  All information
heretofore, herein or hereafter supplied to the Agent by or on behalf of the
Borrower with respect to the Membership Interests is and will be accurate and
complete in all material respects.


 


5.             Further
Assurances; Covenants.


 


5.1           Other
Documents and Actions.  The Borrower
will, from time to time, at its expense, promptly execute and deliver all
further instruments and documents and take all further action that may be
required by applicable law or be necessary or desirable, or that the Agent may
request, in order to create, perfect and protect any security interest granted
or reaffirmed or purported to be granted or reaffirmed hereby or to enable the
Agent to exercise and enforce its rights and remedies with respect to the
Membership Interests.  Without limiting
the generality of the foregoing, the Borrower will: (a) execute and file such
financing or continuation statements, or amendments thereto, and such other
instruments, documents or notices, as may be required by applicable law or be
necessary or desirable, or as the Agent may request, in order to create,
perfect and preserve the Security Interests granted or reaffirmed or purported
to be granted or reaffirmed hereby; (b) at any reasonable time, upon demand by
the Agent allow the Agent or Persons designated by the Agent to examine and
make copies of the records of the Borrower related to the Membership Interests,
and to discuss the Membership Interests and the records of the Borrower with
respect thereto with, and to be advised as to the same; and (c) upon the Agent’s
request, appear in and defend any action or proceeding that may affect the
Agent’s second priority security interest in the Membership Interests.


 


5.2           Corporate
or Name Change.  The Borrower will
give the Agent at least thirty (30) days’ prior written notice of any change in
the Borrower’s name, identity, mailing address or corporate structure. With
respect to any such change, the Borrower will execute such documents and take
such actions as the Agent deems necessary or desirable to create, perfect and protect
the Security Interests.


 


5.3           Locations.  The Borrower will give the Agent at least
thirty (30) days’ prior written notice of any change in the Borrower’s or any
Subsidiary’s mailing address.  With
respect to any new location (which in any event shall be within the continental
United States), the Borrower will execute such documents and take such actions
as the Agent deems necessary to perfect and protect the Security Interests.


 


5.4           Uncertificated
Securities Covenants.  The Borrower
shall, and shall cause other appropriate parties under §§8-313 and 8-321 of the
UCC to, mark its or their books and records with the numbers and face amounts
of all uncertificated securities evidencing the Membership Interests and all
rollovers and replacements therefor to reflect the Security Interests.  Upon request therefor, the Borrower shall
provide the Agent and shall cause other Persons to provide the Agent with
written confirmation of the Security Interest in such uncertificated
securities.  The Borrower shall take,
and shall cause all other necessary Persons to take, all action necessary


 


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or appropriate to create, perfect and maintain a second perfected
priority Lien in such uncertificated securities in favor of the Agent.  In the event that subsequent to the date
hereof, the Membership Interests are evidenced by certificates, the Borrower
will promptly deliver such certificates to the Agent, together with an
assignment duly endorsed in blank for transfer.


 


5.5           Protection
of Membership Interests.  The
Borrower will do nothing to impair the rights of the Agent in the Membership
Interests (provided that the foregoing shall not be deemed to be in conflict
with the grant by the Borrower of a first priority Lien in the Membership
Interests in favor of the lenders party to the Credit Agreement).


 


5.6           Taxes
and Claims.  The Borrower will pay
when due all property and other taxes, assessments and governmental charges
imposed upon, and all claims against, the Membership Interests; provided,
that no such tax, assessment or charge need be paid if the Borrower is
contesting same in good faith by appropriate proceedings promptly instituted
and diligently conducted and if the Borrower has established such reserve or
other appropriate provision, if any, as shall be required in conformity with
GAAP; and provided further that the same can be contested without risk
of loss or forfeiture or material impairment of the Membership Interests in
question.


 


5.7           Membership
Interests Information.  The Borrower
will furnish to the Agent, from time to time upon request, statements and
schedules further identifying and describing the Membership Interests and such
other reports in connection with the Membership Interests as the Agent may
reasonably request, all in reasonable detail. 
The Borrower will, promptly upon request, provide to the Agent all
information and evidence it may reasonably request concerning the Membership
Interests to enable the Agent to enforce the provisions of this Agreement.


 


5.8           Records
of Membership Interest.  The
Borrower shall keep full and accurate books and records relating to the
Membership Interests and shall stamp or otherwise mark such books and records
in such manner as the Agent may reasonably request indicating that the
Membership Interests are subject to the Security Interests.


 


5.9           No
Change to the Membership Agreements. 
The Borrower will not permit, suffer or otherwise consent to, any
amendment, supplement or other modification to any of the Membership Agreements
of any of the Subsidiaries which is or can reasonably be expected to be adverse
to the interests of the Agent and the Holders, except in accordance with the
Indenture.


 


5.10         Proceeds.  To the extent required by the Indenture or
upon demand of the Agent when any Event of Default has occurred and is
continuing, the Borrower , in accordance with the Indenture, but subject to the
terms of the Intercreditor Agreement, will remit to the Agent for application
to the obligations of the Borrower under the Indenture, all income, cash flow,
profits and distributions received by the Borrower in connection with the
Membership Interests, and (b) any and all proceeds received by the Borrower in
connection with a sale of any Membership Interests.


 


6.             Agent
Appointed Attorney-in-Fact.  The
Borrower hereby irrevocably appoints LaSalle, or if the Credit Agreement is no
longer in effect, the Agent as the Borrower’s


 


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attorney-in-fact, with full authority in the place and stead of the
Borrower and in the name of the Borrower, with or without the signature of the
Borrower where permitted by law, from time to time in LaSalle’s, or if the
Credit Agreement is no longer in effect, the Agent’s discretion to take any
action and to execute any instrument that LaSalle, or if the Credit Agreement
is no longer in effect, the Agent may deem necessary or advisable to accomplish
the purposes of this Agreement, including, without limitation:


 


(a)           to sign and endorse any documents
(including without limitation financing or continuation statements, and
amendments thereto) necessary or advisable to create, perfect, protect and
maintain the perfection and priority of the Security Interests;


 


(b)           to pay or discharge taxes or Liens,
levied or placed upon or threatened against the Membership Interests, or any of
them, the legality or validity thereof and the amounts necessary to discharge
the same to be determined by LaSalle, or if the Credit Agreement is no longer
in effect, the Agent in its reasonable discretion, and such payments made by
LaSalle, or if the Credit Agreement is no longer in effect, the Agent to become
obligations of the Borrower to the Agent, due and payable immediately without
demand and secured by the Security Interests;


 


(c)           after the occurrence and during the
continuance of an Event of Default, to ask, demand, collect, sue for, recover,
compound, receive and give acquittance and receipts for moneys or property due
and to become due under or in respect of the Membership Interests, or any of
them;


 


(d)           after the occurrence and during the
continuance of an Event of Default, to file any claims or take any action or
institute any proceedings that LaSalle, or if the Credit Agreement is no longer
in effect, the Agent may deem necessary or desirable for the collection of the
Membership Interests or otherwise to enforce the rights of LaSalle, or if the
Credit Agreement is no longer in effect, the Agent with respect to the
Membership Interests; and


 


(e)           after the occurrence and during the
continuance of an Event of Default, generally to sell, transfer, pledge,
request redemption of Member’s interest, exercise any voting rights of the
Borrower under the Membership Agreements of each of the Subsidiaries, make any
agreement with respect to or otherwise deal with the Membership Interests as
fully and completely as though the Agent were the absolute owner thereof for
all purposes.


 


The Borrower hereby ratifies and approves all acts of
LaSalle, or if the Credit Agreement is no longer in effect, the Agent made or
taken pursuant to this §6.  Neither
LaSalle, or if the Credit Agreement is no longer in effect, the Agent nor any
Person designated by the Agent shall be liable for any acts or omissions or for
any error of judgment or mistake of fact or law, unless it is determined by a
judgment of a court of competent jurisdiction, final and not subject to review
on appeal, that such action, omission, error or mistake constituted gross
negligence or willful misconduct.  This
power, being coupled with an interest, is irrevocable so long as this Agreement
shall remain in force.


 


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7.             Transfers
and Other Liens.  The Borrower shall
not:


 


(a)           Sell, assign (by operation of law or
otherwise) or otherwise dispose of, or grant any option with respect to, any of
the Membership Interests or any portion thereof.


 


(b)           Create, incur or suffer to exist any
Lien upon or with respect to any of the Membership Interests to secure
indebtedness of any Person except for the second priority security interest
created by this Agreement and except for the Liens in favor of LaSalle securing
the lenders under the Credit Agreement.


 


(c)           Sign or authorize the signing on its
behalf or filing of any financing statement naming it as debtor covering all or
any portion or any of the Membership Interests, except financing statements
naming the Agent as secured party and except for financing statements naming
LaSalle as secured party in respect of the first priority Lien in favor of the
lenders party to the Credit Agreement.


 


8.             Remedies


 


(a)           If
any Event of Default shall have occurred and be continuing, the Agent may,
subject to the terms of the Intercreditor Agreement, exercise in respect of any
or all of the Membership Interests, in addition to all other rights and
remedies provided for herein or otherwise available to it, all the rights and
remedies of a secured party on default under the UCC and also may without
notice except as specified below, sell or otherwise dispose of the Membership
Interests or any part thereof in one or more units at public or private sale,
at any of the Agent’s offices or elsewhere, at such time or times, for cash, on
credit or for future delivery, and at such price or prices and upon such other
terms as the Agent may deem commercially reasonable.  The Borrower agrees that, to the extent notice of sale shall be
required by law, at least ten (10) days’ notice to the Borrower of the time and
place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification. 
At any sale of any or all of the Membership Interests, if permitted by
law, the Agent may bid (which bid may be, in whole or in part, in the form of
cancellation of indebtedness) for the purchase of the Membership Interests or
any portion thereof for the account of the Agent.  The Agent shall not be obligated to make any sale of Membership
Interests regardless of notice of sale having been given.  The Agent may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor,
and such sale may, without further notice, be made at the time and place to
which it was so adjourned.  To the
extent permitted by law, the Borrower hereby specifically waives all rights of
redemption, stay or appraisal which it has or may have under any law now
existing or hereafter enacted.


 


(b)           Upon
the occurrence and during the continuance of an Event of Default, the Agent or
its agents or attorneys shall have the right to take possession of the
Borrower’s original books and records relating to the Membership Interests.


 


(c)           The
Borrower acknowledges and agrees that a breach of any of the covenants
contained in §§5.1(a), 5.1(b), 7 and 8 hereof will cause irreparable injury to
the Agent and that


 


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the Agent has no adequate remedy at law in respect of such breaches and
therefore agrees, without limiting the right of the Agent to seek and obtain
specific performance of other obligations of the Borrower contained in this
Agreement, that the covenants of the Borrower contained in the sections
referred to in this section shall be specifically enforceable against the
Borrower.


 


9.             Limitation
on Duty of the Agent with Respect to Membership Interests.  Beyond the safe custody thereof, the Agent
shall have no duty with respect to the Membership Interests in its control (or
in the control of any agent) or with respect to any income or distributions
thereon or the preservation of rights against prior parties or any other rights
pertaining thereto.


 


10.           Application
of Proceeds.  Upon the occurrence
and during the continuance of an Event of Default, the proceeds of any sale of,
or other realization upon, all or any part of the Membership Interests shall be
applied first in accordance with the Intercreditor Agreement, and then in
accordance with the Indenture.


 


11.           Expenses.  The Borrower shall pay all expenses of
protecting, appraising, handling and maintaining the Membership Interests, all
costs, fees and expenses of perfecting and maintaining the Security Interests,
and any and all excise, property, sales and use taxes imposed by any state,
federal or local authority on any of the Membership Interests or the Security
Interests.  If the Borrower fails
promptly to pay any portion of the above expenses when due or to perform any
other obligation of the Borrower under this Agreement, the Agent may, at its
option, but shall not be required to, pay or perform the same, and the Borrower
agrees to reimburse the Agent therefor on demand.  All sums so paid or incurred by the Agent for any of the
foregoing, any and all other sums for which the Borrower may become liable
hereunder and all costs and expenses (including reasonable attorneys’ fees,
legal expenses and court costs) incurred by the Agent in enforcing or
protecting the Security Interests or any of their rights or remedies under this
Agreement shall be payable on demand, shall bear interest until paid at the
highest rate provided in the Notes and shall be secured by the Membership Interests.


 


12.           Termination
of Security Interests; Release of Membership Interests.  Upon indefeasible payment in full of all
obligations of the Borrower and the Guarantors under the Indenture and the
termination of the Indenture, the Security Interests shall terminate and all
rights to the Membership Interests shall revert to the Borrower.  Upon such termination of the Security
Interests or release of the Membership Interests, the Agent will, at the
expense of the Borrower, execute and deliver to the Borrower such documents as
the Borrower shall reasonably request to evidence the termination of the
Security Interests or the release of the Membership Interests, as the case may
be.


 


13.           Marshaling.  Neither the Agent nor any Holder shall be
required to marshal any present or future security for (including but not
limited to this Agreement and the Membership Interests), or other assurances of
payment of, the Indebtedness under the Notes or the Indenture 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 Borrower hereby agrees that it will not invoke any law 


 


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relating to the marshaling of collateral that might cause delay in or
impede the enforcement of the Agent’s rights under this Agreement or under the
Indenture, and to the extent that it lawfully may the Borrower hereby
irrevocably waives the benefits of all such laws.


 


14.           Borrower’s
Obligations Not Affected.  The
obligations of the Borrower 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 the Notes, the Indenture, or any
security therefor (including this Agreement); (ii) any amendment or supplement
to or modification of the Indenture; (iii) any amendment or supplement to or
modification of any instrument (other than this Agreement) securing the Notes,
including, without limitation, the Indenture; 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 Borrower shall have notice or knowledge
of any of the foregoing.


 


15.           Further
Assurances.  The Borrower 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 the Agent may reasonably request from time to time in
order to give full effect to this Agreement and to secure the rights of the
Agent and the Holders hereunder, all without any cost or expense to the Agent
or any Holder.  If the Agent so elects,
a photocopy of this 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.


 


16.           Survival
of Representations.  All
representations and warranties of the Borrower contained in this Agreement
shall survive the execution and delivery of this Agreement.


 


17.           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 Membership Interests 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 any
certificates or documents evidencing any of the Membership Interests 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 Borrower’s rights in the Membership Interests or against
other parties thereto.  The Agent’s
prior recourse to any part or all of the Membership Interests shall not
constitute a condition of any demand, suit or proceeding for payment or
collection of any of the obligations under the Indenture.


 


18.           No
Waiver, Etc.  Neither this Agreement
nor any term hereof may be changed, waived, discharged or terminated except by
a written instrument expressly referring to this 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
Borrower hereby


 


10

















 


waives presentment, notice of dishonor and protest of all instruments,
included in or evidencing any of the Notes or the Membership Interests, and any
and all other notices and demands whatsoever (except as expressly provided for
in the Indenture).


 


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


 


20.           Successors
and Assigns.  This Agreement and all
obligations of the Borrower shall be binding upon the successors and assigns of
the Borrower, 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.


 


21.           Governing
Law.  THIS AGREEMENT AND THE
OBLIGATIONS OF THE BORROWER 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).


 


22.           Entire
Agreement.  This Agreement, together
with the Indenture and the other security agreements executed and delivered
pursuant thereto, embodies the entire agreement and understanding between the
Borrower and the Holders relating to the Membership Interests and supersedes
all prior written and oral agreements and understandings between the Borrowers
and the Holders relating to the Membership Interests.


 


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


 


24.           Counterparts.  This 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 Agreement by signing
any such counterpart.


 


25.           Severability,
etc.  If any term of this 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 Agreement
shall be construed and be enforceable as if such invalid, illegal or
unenforceable term had not been included. 
The Borrower acknowledges receipt of a copy of this Agreement.


 


26.           Collateral
Purposes Only.  This Agreement is
executed only as security for the Notes and the other obligations of the
Borrower and the Guarantors under the Indenture.  Anything to the contrary notwithstanding, the Agent shall not be
deemed to have assumed any of the responsibilities or obligations of the
Borrower under any of the Membership Agreements.  The Borrower shall retain any distributions made under such  Membership Agreements to the Borrower when
no Event of Default has occurred and is continuing.


 


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


 


 


11

















 


IN
WITNESS WHEREOF, this Limited Liability Company Membership
Interests Security 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Nesci

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James D. Nesci

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signer

  
				



 


12

















 


Annex A


 


to
Limited Liability Company Membership Interests Security Agreement


 




	
  I.        SUBSIDIARY

  	
   

  	
  Record
  Owner

  	
   

  	
  Percentage
  of

  Membership Interests

  	
   

  
	
  APCOA LaSalle
  Parking Company, L.L.C.

  	
   

  	
  Borrower

  	
   

  	
  100

  	
  %

  
	
  APCOA Bradley
  Parking Company, LLC

  	
   

  	
  Borrower

  	
   

  	
  100

  	
  %

  
	
  APCOA Parking
  Venture V L.L.C.

  	
   

  	
  Borrower

  	
   

  	
  99

  	
  %

  
	
  Executive
  Parking Industries, L.L.C.

  	
   

  	
  Borrower

  	
   

  	
  24

  	
  %

  






 


13

















 


Exhibit
A


 


Locations


 


900 North Michigan Avenue


 


Suite 1600


 


Chicago, Illinois 60611


 


14