EXHIBIT
10.6


 


EXECUTION
COPY


 


INTERCREDITOR AGREEMENT


 


THIS INTERCREDITOR AGREEMENT dated as of January 11,
2002 (this “Agreement”) is entered into by and among LaSalle Bank National
Association (“LaSalle”) as agent for the Lenders (as defined in the Credit
Agreement referred to below), Wilmington Trust Company, as trustee under the
Indenture described below (the “Trustee”), on behalf of itself and the several
holders (the “Holders”) of the Notes described below, APCOA/Standard Parking,
Inc. (the “Company”), and the guarantors named on the signature pages hereto (together, the “Guarantors”).


 


BACKGROUND


 


A.            The
Company is indebted to LaSalle and Bank One, NA under the Credit Agreement (the
“Existing Credit Agreement”) dated as of March 30, 1998 (as clarified by letter
agreement dated March 30, 1999 and by letter agreement dated August 23, 2000,
as amended by a First Amendment to Credit Agreement dated as of November 12,
1999, a Second Amendment to Credit Agreement dated as of March 30, 2000, a
Third Amendment to Credit Agreement dated as of May 12, 2000, a Fourth
Amendment to Credit Agreement dated as of November 14, 2000, a Fifth Amendment
to Credit Agreement dated as of March 30, 2001 and a Sixth Amendment to Credit
Agreement and Consent dated as of September 30, 2001).  The obligations of the Company thereunder
are secured by certain collateral granted by the Company and the other Credit
Parties.


 


B.            The
Existing Credit Agreement has been amended and restated by the Amended and
Restated Credit Agreement dated as of the date hereof (as so amended, and as
the same may hereafter be amended, restated, modified or supplemented and in
effect from time to time to the extent permitted by this Agreement, the “Credit
Agreement”).  Under the Credit
Agreement, the obligations of the Company to the lenders under the Existing
Credit Agreement have been restated as obligations to the Lenders, as defined
therein.  On the date hereof, LaSalle
Bank National Association, acts as Agent for the Lenders under the Credit
Agreement.


 


C.            Concurrently with the execution and delivery
hereof, the Company is issuing $59,285,000.00 in aggregate principal amount of 14% Senior Subordinated Second Lien Notes due 2006 (as amended, restated or
modified and in effect from time to time to the extent permitted by this
Agreement, and including any notes issued
in the future, including additional notes, if any, the “Notes”) under an
indenture dated the date hereof (as amended, restated or modified and in effect
from time to time to the extent permitted by this Agreement, the “Indenture”) among the Company, the
Guarantors and the Trustee.


 


D.            The
Senior Indebtedness is, and is intended to be, secured by a first priority
continuing Lien on all Collateral.  The
Notes and other Junior Indebtedness, if any, are intended to be secured by a
second priority continuing Lien on all Collateral.


 


E.             LaSalle,
on behalf of the Agent and the Senior Lenders, and Trustee, on behalf of itself and the several Holders,
are entering into this Agreement to set forth, among other things, the relative
priority of their respective Liens on the Collateral.


 


 



















 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are each hereby acknowledged, Agent,
Trustee and the Credit Parties hereby agree as follows:


 


SECTION 1.           Certain
Definitions.  The following terms
shall have the following meanings for purposes of this Agreement (including the
premises and background recitals hereof):


 


“Agent” means (i) LaSalle, acting in its
capacity as agent for itself and the Lenders (as defined in the Credit
Agreement), as successor to Bank One, NA (which acted as agent under the
Existing Credit Agreement) together with its successors; and (ii) any financial
institution acting as agent with respect to other Senior Indebtedness if the
loans and commitments under the Credit Agreement shall no longer be in effect.


 


“Bankruptcy Code” means Chapter 11 of Title 11
of the United States Code (11 U.S.C. § 101 et  seq.), as
amended from time to time, and any successor statute, and all rules and
regulations promulgated thereunder. 
References to specific Sections of the Bankruptcy Code includes
references to successor sections.


 


“Collateral” means substantially all of the Company’s and its domestic subsidiaries’
assets, in each case as pledged and assigned to the trustee pursuant to the
security agreement, and to the Agent pursuant to the Credit Documents
including, without limitation, the following (i) substantially all of the
capital stock of the Company’s domestic subsidiaries and 65% of the capital
stock of each of the Company’s foreign subsidiaries; (ii) all cash and
cash equivalents; (iii) all accounts receivable; (iv) all general
intangibles; (v) all equipment; (vi) all inventory; (vii) all insurance,
tort and tax refund claims; (viii) all investment securities;
(ix) all contract rights; (x) all rights, title and interest in and
to all intellectual property of the Company; and (xi) all proceeds of any
of the foregoing.


 


“Credit Documents” means and includes the
Credit Agreement, all notes issued thereunder or in connection therewith, all
security agreements, guaranties, pledge agreements, mortgages, deeds of trust
and other agreements, documents and instruments now or at any time hereafter
entered into or delivered by any Credit Party or other Person pursuant thereto,
or evidencing any replacement, substitution, refunding, renewal or refinancing
of or for all or any part of, the Senior Indebtedness, in each case, as in
effect on the date hereof and as amended, restated, supplemented or otherwise
modified and in effect from time to time, to the extent any such amendment,
restatement, modification or supplementation is permitted pursuant to the terms
hereof.


 


“Credit Party” means the Company and each other
Person granting a security interest to support Indebtedness or guarantying
Indebtedness, including, without limitation, the Guarantors.


 


“Holders” means the registered holders, from
time to time, of the Notes.


 


“Indebtedness” means Junior Indebtedness or
Senior Indebtedness, as applicable.


 


“Junior Credit Documents” means and includes
the Indenture, all notes issued thereunder or in connection therewith, all
security agreements, guaranties, pledge agreements, mortgages,


 


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deeds of trust and other agreements, documents and instruments now or
at any time hereafter entered into or delivered by any Credit Party or other
Person pursuant thereto, or evidencing any replacement, substitution,
refunding, renewal or refinancing of or for all or any part of, the Junior
Indebtedness, in each case, as in effect on the date hereof and as amended,
restated, supplemented or otherwise modified and in effect from time to time to
the extent any such amendment, restatement, modification or supplementation is
permitted pursuant to the terms hereof.


 


“Junior Indebtedness” means all indebtedness,
liabilities and other obligations of any and every kind and nature now existing
or hereafter arising, contingent or otherwise, of any Credit Party under, in connection
with, or evidenced or secured by the Indenture and the other Junior Credit
Documents to the Holders and the Trustee, in each case including, without
limitation, obligations to pay (i) principal, (ii) interest or premium
(including interest accruing after the commencement of any Proceeding, whether
or not constituting an allowed claim in such Proceeding), (iii) fees, (iv)
costs, expenses and other amounts related to any indemnity against loss, damage
or liability and (v) any other monetary obligation.  Junior Indebtedness shall also include any and all indebtedness
secured by any of the Collateral, the net proceeds of which are used to extend,
refinance, renew, replace, defease or refund other Junior Indebtedness, in
whole or in part, and the principal amount (or accreted value, if applicable)
thereof may exceed the principal amount (or accreted value, if applicable) of
the Junior Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded.


 


“Junior Lenders” means the Holders, any successor
holders of any of the Notes, the holders of any additional notes issued under
the Indenture at any time and the Trustee (with respect to amounts owed to the
Trustee under the Indenture).


 


“Lenders” means the lenders under the Credit
Agreement.


 


“Lien” means any lien, claim, charge, pledge,
security interest, assignment, hypothecation, deed of trust, mortgage, lease,
conditional sale, retention of title, or other preferential arrangement having
substantially the same economic effect as any of the foregoing, whether
voluntary or imposed by law.


 


“Loans” means the loans outstanding under the
Credit Agreement from time to time.


 


“Obligations” means any principal, interest,
penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Junior Indebtedness
or Senior Indebtedness, as applicable, and in all cases whether now outstanding
or hereafter created, assumed or incurred.


 


“Person” means any natural person, corporation,
general or limited partnership, limited liability company, firm, trust,
association, government, governmental agency or other entity, whether acting in
an individual, fiduciary or other capacity.


 


“Proceeding” means, with respect to any Person,
any (a) insolvency, bankruptcy, receivership, liquidation, reorganization,
readjustment, composition or other similar proceeding relating to such person
or its Property or creditors in such capacity, (b) proceeding for any
liquidation, dissolution or other winding-up of such Person, voluntary or
involuntary, whether or


 


 


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not involving insolvency or proceedings under the Bankruptcy Code,
whether partial or complete and whether by operation of law or otherwise, (c)
assignment for the benefit of creditors of such Person or (d) other marshaling
of the assets of such Person.


 


“Property” means, with respect to any Person,
all property and interests in property of such Person, whether real, personal
or mixed, whether now owned or existing or hereafter acquired or arising and
wheresoever located.


 


“Senior Commitment” means the commitment of a
Senior Lender to make loans or other extensions of credit available to the
Company.


 


“Senior Enforcement Action” means any of the
following: (a) acceleration by Senior Lenders of all or any part of the Senior
Indebtedness; (b) commencement of any Proceeding with respect to any Credit
Party; (c) initiation of any suit or action, including any Proceeding, against
or with respect to any Credit Party or other Person to enforce payment of or to
collect the whole or any part of the Senior Indebtedness, or to enforce any
other rights, powers, privileges or remedies under the Credit Documents; or (d)
the taking by the Agent of any action under the provisions of any state or
federal law, including, without limitation, the Bankruptcy Code or the UCC, to
enforce, foreclose upon, take possession of, sell, or cause the sale of any
Property of any Credit Party or any other Person on account of all or any part
of the Senior Indebtedness, including, without limitation, any Collateral.


 


“Senior Event of Default”: means any event or
occurrence which entitles any Senior Lender to accelerate the maturity of any
of the Senior Indebtedness.


 


“Senior Indebtedness” means all indebtedness,
liabilities and other obligations of any and every kind and nature now existing
or hereafter arising, contingent or otherwise, of any Credit Party under, in
connection with, or evidenced or secured by the Credit Agreement and the other
Credit Documents to the Agent and the Lenders, in each case including, without
limitation, obligations to pay (i) principal, (ii) interest or premium
(including interest accruing after the commencement of any Proceeding, whether
or not constituting an allowed claim in such Proceeding), (iii) fees, (iv)
costs, expenses and other amounts related to any indemnity against loss, damage
or liability and (v) any other monetary obligation.  Senior Indebtedness shall also include any other indebtedness of
a Credit Party to a Senior Lender. 
Senior Indebtedness shall also include any and all indebtedness, the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Senior Indebtedness, in whole or in part, and the principal amount
(or accreted value, if applicable) thereof may exceed the principal amount (or
accreted value, if applicable) of the Senior Indebtedness so extended,
refinanced, renewed, replaced, defeased or refunded.


 


“Senior Lender” means a Lender and any other
holder from time to time of any Senior Indebtedness.


 


“Trustee” means Wilmington Trust Company, or
any successor or replacement trustee, acting in its capacity as agent for its
benefit and for the benefit of the Holders under the Junior Credit Documents,
together with its successors in such capacity or any agent with respect to
other Junior Indebtedness, if the Notes under the Credit Agreement shall no
longer be in effect.


 


 


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“UCC” means the Uniform Commercial Code, as in
effect from time to time in any applicable jurisdiction.


 


All terms used but not otherwise defined herein but
defined in the UCC shall have the respective meanings provided in the UCC.  Other capitalized terms used herein without
definition shall have the meanings given to such terms in the Credit Agreement.


 


SECTION 2.           Overriding
Provisions.  The Credit Parties, the
Agent and the Trustee hereby acknowledge and agree that (a) the Agent, for the
benefit of the Agent and the Senior Lenders, has valid and perfected Liens upon
the Collateral securing the Senior Indebtedness, and (b) the Trustee, for the
benefit of the Junior Lenders, has valid and perfected Liens upon the
Collateral securing the Junior Indebtedness.


 


2.1           For
the avoidance of doubt:


 


(a)           each of the Guarantors hereby
confirms and agrees that (i) such Guarantor absolutely and unconditionally
guarantees pursuant to its guaranty the payment and performance in full of all
of the Obligations of the Company under and as defined in the Credit Agreement
and the other Credit Documents and the Indenture and the other Junior Credit
Documents including, without limitation, all Obligations in respect of the
Loans and the Notes and (ii) the execution of this Agreement by such Guarantor
has been duly authorized by all requisite corporate or limited liability
company action on its part and does not constitute or create a violation of any
term or provision of such Guarantor’s articles of incorporation or by-laws (or
other organizational documents) or of any other agreement which is binding upon
such Guarantor; and


 


(b)          each of the Credit Parties hereby
confirms and agrees that (i) the Liens granted by it pursuant to the Credit
Documents secure repayment of all amounts owing to the Senior Lenders under the
Credit Documents, including, without limitation, any and all amounts owing to
the Lenders with respect to the Loans, (ii) the Liens granted by it pursuant to
the Junior Credit Documents secure repayment of all amounts owing to the Junior
Lenders under the Junior Credit Documents, including, without limitation, any
and all amounts owing to the Holders with respect to the Notes and (iii) the
execution of this Agreement by such Credit Party has been duly authorized by
all requisite corporate or limited liability company action on its part and
does not constitute or create a violation of any term or provision of such
Credit Party’s articles of incorporation or by-laws (or other organizational
documents) or of any other agreement which is binding upon such Credit Party.


 


SECTION 3.           Lien
Priorities.


 


3.1           Acknowledgment
of Liens; Subordination.  (a)  Trustee, on behalf of the Holders, hereby
acknowledges that Agent for the benefit of the Agent and the Senior Lenders,
has been granted Liens upon all of the Collateral pursuant to the Credit
Documents.  Agent hereby acknowledges
that the Trustee, for the benefit of itself and the Holders, has been granted
Liens upon all of the Collateral pursuant to the Junior Credit Documents.


 


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(b)           Notwithstanding
the date, manner or order of grant, attachment or perfection of the Liens on
all or any part of the Collateral granted to the Agent or Trustee, and
notwithstanding the provisions of the UCC or any other applicable law or
decision, or the terms or provisions of the Credit Documents and the Junior
Credit Documents, or any other circumstance whatsoever, each of Agent and
Trustee hereby agrees that (i) Agent on behalf of Agent and the Senior Lenders
shall have a first, prior, senior and continuing Lien on all of the Collateral
to secure the prompt and complete payment, performance and observance of all
Senior Indebtedness and (ii) any Lien on all or any part of the Collateral now
or hereafter held by Trustee on behalf of the Trustee and the Holders,
regardless of when or how acquired, whether by grant, statute, operation of
law, subrogation or otherwise, shall be in all respects and for all purposes
subject to, junior to and subordinate to all Liens on all or any part of the
Collateral granted to or held by Agent on behalf of the Senior Lenders.


 


(c)           The
relative priorities of the respective Liens described in this Section 3.1 shall
not be altered or otherwise affected by any amendment, modification,
supplement, extension, renewal, restatement, replacement or refinancing of the
Senior Indebtedness or Junior Indebtedness, respectively, or by any action or
inaction which either Agent or Trustee may take or fail to take in respect of
the Collateral.


 


(d)           So
long as Senior Indebtedness or Senior Commitments remain outstanding, all
decisions with respect to the Collateral, including the time and method of
disposition, will be made by the Agent (for the benefit of the Agent and the
Senior Lenders) except to the extent specifically set forth in this Agreement.


 


(e)           Notwithstanding
any other provision of this Agreement or any other Credit Document to the
contrary, any amounts deposited with the Agent (in trust or otherwise) by the
Company for the express benefit of the Holders (such as pursuant to Section 13.01
of the Indenture), shall not be deemed to be Collateral for the Senior
Indebtedness or otherwise available to satisfy the obligations of the Company
or any other Credit Party with respect to the Senior Indebtedness, and shall be
used only to repay the Junior Indebtedness as and when provided in the
Indenture, so long as the deposit was permitted pursuant to the terms hereof
and of the Credit Agreement and the other Credit Documents when made.


 


3.2           Prohibition
on Contesting Lien.  Each of the
Agent and Trustee agrees not to seek to challenge, to avoid, to subordinate or
to contest or directly or indirectly to support any other Person in
challenging, avoiding, subordinating or contesting in any judicial or other
proceeding, including, without limitation, any Proceeding, the priority,
validity, extent, perfection or enforceability of any Lien held by Agent or
Trustee, as the case may be, in all or any part of the Collateral; provided,
that nothing in this Section 3.2 is intended or shall be deemed or
construed to limit in any way the ability of Agent or Trustee to enforce all of
the terms and provisions of this Agreement. 
As between Agent and Trustee, the terms of this Agreement shall govern
even if part or all of the Junior Indebtedness or Senior Indebtedness, as the
case may be, or the respective Liens securing payment, observance and
performance thereof are avoided, disallowed, set aside or otherwise invalidated
in any judicial proceeding or otherwise.


 


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SECTION 4.           Enforcement.


 


4.1           No
Exercise of Remedies.  Unless and
until Agent and each Senior Lender shall have received indefeasible payment in
full in cash of all Senior Indebtedness and all Senior Commitments shall have
terminated pursuant to the respective terms and provisions of the Credit
Documents, neither Trustee, the Holders nor any other Junior Lender shall ask,
demand or sue for any right or remedy in respect of all or any part of the
Collateral and Trustee and each Junior Lender agrees not to take or receive
from any Credit Party, directly or indirectly, in cash or other Property or by
set-off or in any other manner, whether pursuant to any enforcement,
collection, execution, levy or foreclosure proceeding or otherwise, any part of
the Collateral.  Without limiting the
generality of the foregoing, unless and until Agent and each Senior Lender
shall have received indefeasible payment in full in cash of all Senior
Indebtedness and all Senior Commitments shall have terminated pursuant to the
respective terms and provisions of the Credit Documents:  (i) neither Trustee nor any Junior Lender
shall exercise or otherwise assert any right or remedy in respect of any part
of the Collateral or any Lien thereon; (ii) the sole right of Trustee with
respect to the Collateral shall be to hold a Lien thereon to the extent granted
pursuant to the Junior Credit Documents and to receive proceeds thereof
remaining after such payment and termination; and (iii) without the prior
written consent of Agent, neither Trustee nor any Junior Lender shall exercise
any right Trustee may have under the Junior Credit Documents or under the UCC
or other applicable law to deliver any notice to account debtors informing them
of Trustee’s interest in any accounts of any Credit Party or directing such
account debtors to make payments in any particular manner of amounts due in
respect of any such account.


 


4.2           Cooperation.  Trustee agrees that, unless and until Agent
and each Senior Lender shall have received indefeasible payment in full in cash
of all Senior Indebtedness and all Senior Commitments shall have terminated
pursuant to the respective terms and provisions of the Credit Documents,
neither Trustee nor any Junior Lender will commence, or join with any creditor
(other than Agent and/or the Senior Lenders) in commencing, any enforcement,
collection, execution, levy or foreclosure proceeding with respect to any Lien
held by it in, or otherwise with respect to, all or any part of the Collateral,
including, without limitation, petitioning, filing or joining in any
involuntary Proceeding pursuant to Section 303 of the Bankruptcy Code.


 


4.3           Certain
Exercises.  The provisions of this
Section 4 are intended to limit the enforcement of Trustee’s and Junior
Lenders’ rights and remedies with respect to the Collateral or any Lien thereon
for so long and to the extent set forth in Sections 4.1 and 4.2
hereof.  Nothing in this Section 4 is
intended or shall be deemed or construed to prohibit Trustee or any Junior
Lender from making any demand for payment or any declaration of acceleration
with respect to the Junior Indebtedness or commencing any judicial or other
action to collect (without enforcement of any Trustee’s rights and remedies
with respect to all or any part of the Collateral or enforcement of any
judgment lien on the Collateral so long as any Senior Indebtedness or Senior
Commitment remains outstanding, and subject to the other provisions of this
Agreement, including, without limitation, Sections 6 and 7 hereof) the Junior
Indebtedness under the Junior Credit Documents.


 


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SECTION 5.           Liquidation;
Dissolution; Bankruptcy.  In the
event of any Proceeding involving any Credit Party, or any sale, transfer or
other disposition of all or substantially all of the assets of any Credit
Party:


 


(a)           Trustee and the Junior Lenders agree
that the Agent or the Senior Lenders may consent to the use of cash collateral
or the provision of financing by Senior Lenders to Credit Parties on such terms
and conditions and in such amounts as the Agent or the Senior Lenders, in their
sole discretion, may decide and that, in connection with such use of cash
collateral or such financing, as the case may be, each Credit Party (or a
trustee appointed for the estate of any Credit Party) may grant to Agent, for
the benefit of the Agent and the Senior Lenders, Liens on all of such Credit
Party’s Property, which Liens: (i) shall secure payment, performance and
observance of all Senior Indebtedness (whether such Senior Indebtedness arose
prior to the commencement of any Proceeding or at any time thereafter); and
(ii) shall be superior in priority to the Liens in favor of Trustee for the
benefit of the Junior Lenders on any Property of any Credit Party; provided,
however that Trustee does not hereby waive any right to seek adequate
protection to the extent that holders of other Liens that are subject and
subordinate to the Liens of the Senior Indebtedness are entitled to and obtain
adequate protection.  Trustee for the
benefit of the Junior Lenders agrees that it will not object to or oppose a
sale or other disposition of any Property of any Credit Party securing all or
any part of the Senior Indebtedness free and clear of Liens or other claims of
Trustee or the Junior Lenders under Section 363 of the Bankruptcy Code or any
other provision of the Bankruptcy Code if Senior Lenders have consented to such
sale or disposition and the respective interests of Agent and Trustee attach to
the proceeds thereof, subject in any event to the provisions hereof.  Trustee and the Junior Lenders agree to turn
over to the Agent for the benefit of the Agent and the Senior Lenders any
“adequate protection” of their interest in any Collateral that they receive in
any Proceeding to the extent necessary to make whole Agent and Senior Lenders
and agree that they will not seek to have the automatic stay lifted with
respect to any Collateral, to appoint a Chapter 11 trustee under Section 1104
of the Bankruptcy Code or to convert or dismiss such Proceeding under Section
1112 of the Bankruptcy Code, in each case without the prior written consent of
Agent or unless Agent seeks such relief.


 


(b)           Each of Agent and the Senior Lenders
and Trustee and the Junior Lenders agree not to, directly or indirectly, take any
action or vote in any way that would be in violation of, or inconsistent with,
or result in a breach of, this Agreement or challenge or contest (i) the
validity, perfection, priority or enforceability of any Lien held by Agent or
any Senior Lender, or by Trustee or any Junior Lender, as the case may be, to
secure the payment, performance or observance of all or any part of the Senior
Indebtedness or Junior Indebtedness, respectively, (ii) the rights of Agent and
Senior Lenders, or Trustee and Junior Lenders, as the case may be, set forth in
any of the Credit Documents or Junior Credit Documents with respect to any such
Lien, or (iii) the validity or enforceability of any of the Credit Documents or
Junior Credit Documents or any term, condition or provision of this Agreement; provided,
that nothing in this Section 5(b) is intended or shall be deemed or
construed to limit in any way the ability of the Agent or Trustee, as the case
may be, to enforce all of the terms and provisions of this Agreement.


 


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(c)           Subject to the limitations set forth
in this Agreement, Trustee may file proofs of claim and other pleadings and
motions with respect to the Collateral in any Proceeding.  If a proper proof of claim has not been
filed in the form required in such Proceeding at least ten (10) days prior to
the expiration of the time for filing thereof, the Agent shall have the right
(but not the duty) to file an appropriate claim for and on behalf of Trustee.  In furtherance of the foregoing, Trustee
hereby appoints Agent as its attorney-in-fact, with full authority in the place
and stead of Trustee and full power of substitution and in the name of Trustee
or otherwise, to execute and deliver any document or instrument that Trustee is
required to deliver pursuant to this Section 5(c), such appointment
being coupled with an interest and irrevocable.


 


(d)           Trustee shall execute and deliver to
Agent all such instruments and other documentation confirming the above
authorizations and all such proofs of claim, assignments of claim and other
instruments and documentation, and shall take all such other action as may be
reasonably requested by Agent to enforce such claims and carry out the intent
of this Section 5.


 


SECTION 6.           Insurance
and Condemnation.  Unless and until
Agent and each Senior Lender shall have received indefeasible payment in full
in cash of all Senior Indebtedness and all Senior Commitments shall have
terminated pursuant to the respective terms and provisions thereof, (i) Trustee
and the Junior Lenders agree that Agent shall have the sole and exclusive right
to adjust settlement with respect to any insurance coverage for any Collateral
and (ii) all proceeds of any insurance policy, and proceeds of any condemnation
or similar proceeding, covering all or any part of the Collateral shall be paid
to Agent for application pursuant to the Credit Agreement and other Credit
Documents.  If Senior Lenders allow any
portion of any proceeds of any insurance, condemnation or similar award with
respect to any Collateral to be used by any Credit Party to repair or replace
the Collateral affected, Trustee and the Junior Lenders agree to take promptly
all action reasonably requested by Agent to permit such use.


 


SECTION 7.           When
Proceeds Must Be Paid Over. 
(a)  In the event any proceeds of
Collateral are received by Trustee or any Junior Lender for application to the
Junior Indebtedness at a time when such payment is not expressly permitted by
the terms of this Agreement, such proceeds shall be received by such Person in
trust for the benefit of Agent and Senior Lenders and such Person shall
promptly turn over such proceeds to Agent (in the same form as received, with
any necessary endorsement), for application (in the case of cash) to the payment
of expenses of the Agent and the Senior Lenders then to, or as Collateral (in
the case of non-cash Property or securities) for, the payment or prepayment of
the Senior Indebtedness remaining unpaid to the extent necessary to pay such
Senior Indebtedness in full in accordance with its terms.  In the event Trustee or any Junior Lender
fails to provide any endorsement, as contemplated by the immediately preceding
sentence, Agent, or any of its officers or employees, is hereby irrevocably
authorized to make the same (which authorization, being coupled with an
interest, is irrevocable).  Upon
indefeasible payment in full in cash of all Senior Indebtedness and termination
of all Senior Commitments, any remaining proceeds of Collateral shall be
delivered to the Trustee for application to the Junior Indebtedness in
accordance with the Junior Credit Documents, except as otherwise required
pursuant to applicable law.


 


 


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(b)           All
proceeds of Collateral received in connection with any Senior Enforcement
Action shall be paid to Agent for application to the payment of Senior
Indebtedness pursuant to the Credit Documents. 
Upon indefeasible payment in full in cash of all Senior Indebtedness and
termination of all Senior Commitments, any remaining proceeds of Collateral
shall be delivered to Trustee for application to the Junior Indebtedness in
accordance with the Junior Credit Documents, except as otherwise required
pursuant to applicable law.


 


SECTION 8.           Subrogation.  Trustee and Junior Lenders hereby waive all
rights of subrogation to the claims of Agent or any of the Senior Lenders
against any Credit Party, and waive all rights of recourse to any security for
any Senior Indebtedness, until such time as all Senior Indebtedness shall have
been indefeasibly paid in full in cash and all Senior Commitments shall have
terminated pursuant to the respective terms and provisions thereof; provided,
that if any payment to Agent or any Senior Lender is rescinded as a result of a
Proceeding or otherwise, the subrogation of Trustee and Junior Lenders as
provided herein shall likewise be rescinded until all of the Senior
Indebtedness is indefeasibly paid in full in cash.


 


SECTION 9.           No
Impairment of Subordination.  No
right of Agent or any Senior Lender to enforce the subordination of the Liens
on Collateral securing all or any part of the Junior Indebtedness shall be
impaired by any act or failure to act by any Credit Party or by its failure to
comply with this Agreement.  Without
limiting the generality of the foregoing, the rights of Agent and Senior
Lenders under this Agreement shall remain in full force and effect without
regard to, and shall not be impaired by (a) any act or failure to act of any
Credit Party, Trustee or Junior Lender, or any noncompliance by any Credit
Party, Trustee or Junior Lender with any agreement or obligation, regardless of
any knowledge thereof which Agent or any Senior Lender may have or with which
Agent or any Senior Lender may be charged, (b) the validity or enforceability
of any of the Credit Documents, (c) any extension or indulgence in respect of
any payment or prepayment of the Senior Indebtedness or any part thereof or in
respect of any other amount payable to Agent or any Senior Lender, (d) any permitted
amendment, modification or waiver of any of the terms of the Credit Documents,
(e) any exercise, delayed exercise or non-exercise by Agent or any Senior
Lender of any right, power, privilege or remedy under or in respect of any
Senior Indebtedness, the Collateral or this Agreement, (f) any other action or
inaction by Agent or any Senior Lender permitted under the Credit Documents or
this Agreement or (g) the absence of any notice to, or knowledge by, Trustee of
the existence, creation or non-payment of all or any part of the Senior
Indebtedness, or the occurrence of any of the matters or events set forth in
the foregoing clauses (a) through (f), except as such notice shall be
specifically required pursuant to the terms hereof.


 


SECTION 10.         Waivers
and Consents of Trustee.  (a)  All of the Senior Indebtedness shall be
deemed to have been made or incurred in reliance upon this Agreement and
Trustee and Junior Lenders expressly waive (i) notice of acceptance by Agent or
any Senior Lender of this Agreement, (ii) notice of the existence or creation
or non-payment of all or any part of the Senior Indebtedness, (iii) all
diligence in collection or protection of or realization upon all or any part of
the Senior Indebtedness or any security therefor and any requirement that Agent
or any Senior Lender protect, secure, perfect or insure any Lien or any
Property subject thereto or exhaust any right or take any action against any
Credit Party or any other Person or any such Property and (iv) promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Senior Indebtedness.


 


10



















 


(b)           Trustee
agrees and consents that Agent and Senior Lenders may each, at any time and
from time to time, in their sole discretion, without the consent of or notice
to Trustee (except to the extent such notice or consent is specifically
required pursuant to the provisions of this Agreement) or any Holder, without
incurring responsibility to Trustee or any Holder, and without impairing or
releasing the subordination provided for herein or the obligations of Trustee
to Agent or any Senior Lender hereunder, amend, restate, supplement or
otherwise modify the Credit Agreement or any of the other Credit Documents in
any way whatsoever, including, without limitation, the following (i) shorten
the final maturity of all or any part of the Senior Indebtedness, (ii) modify
the amortization of the principal amount of all or any part of the Senior
Indebtedness, (iii) increase the principal amount of Senior Indebtedness, or
otherwise provide for additional advances, (iv) raise the standard or default
per annum interest rates applicable to all or any part of the Senior
Indebtedness, (v) impose any additional fees or penalties upon any Credit Party
or increase the amount of or rate for any fees or penalties provided for with
respect to the Senior Indebtedness, (vi) retain or obtain a Lien on any
Property to secure any of the Senior Indebtedness, (vii) enter into new Credit
Documents with any Credit Party or any of its direct or indirect subsidiaries
with respect to the Senior Indebtedness, (viii) change the manner, place or
terms of payment or extend the time of payment of, or renew or alter, all or
any of the Senior Indebtedness or otherwise amend, restate, supplement or
otherwise modify in any manner, or grant any waiver or release with respect to,
all or any part of the Senior Indebtedness or any of the Credit Documents with
respect to the Senior Indebtedness, (ix) retain or obtain the primary or
secondary obligation of any other Person with respect to any of the Senior
Indebtedness, (x) release any Person liable in any manner under or in respect
of Senior Indebtedness or release or compromise any obligation of any nature of
any Person with respect to any of the Senior Indebtedness, (xi) sell, exchange,
not perfect its Liens on or otherwise deal with any Property at any time
pledged, assigned or mortgaged to secure or otherwise securing, all or any part
of the Senior Indebtedness, (xii) release its security interest in, or
surrender, release or permit any substitution or exchange for, all or any part
of any Property securing any Senior Indebtedness, or release, compromise, alter
or exchange any obligations of any nature of any Person with respect to any
such Property to the extent it relates to Senior Indebtedness, (xiii) amend, or
grant any waiver or release with respect to, or consent to any departure from,
any guaranty for all or any of the Senior Indebtedness, (xiv) exercise or
refrain from exercising any rights against, and release from obligations of any
type relating to Senior Indebtedness, any Credit Party or any other Person,
(xv) apply any sums from time to time received to the Senior Indebtedness in
such manner as such Person shall determine, and (xvi) otherwise manage and
supervise the Senior Indebtedness as such Person deems appropriate under the
circumstances.  Nothing in this Section
shall limit the obligation of the Credit Parties to grant a second Lien to the
Junior Lenders in any Property in which the Senior Lenders have a first Lien.


 


(c)           In
the event Agent releases or agrees to release any of its Liens on all or any
part of the Collateral (i) in connection with the sale thereof or in connection
with a financing to be secured by such Collateral, so long as the Company
represents to the Agent that the proceeds of such sale or financing shall be
applied as provided in the Credit Documents or (ii) pursuant to any Senior
Enforcement Action, Agent agrees to notify Trustee in writing thereof with such
notice stating the portion of the Collateral to be released and further stating
that such Collateral will be sold or financed free and clear of the Liens of
Agent and Trustee (“Release Notice”). 
Trustee acknowledges, confirms and agrees that upon Agent giving such a
Release Notice to Trustee in accordance with Section 16 below, Trustee on
behalf of the Holders and the other


 


11



















 


Junior Lenders, shall be deemed to consent to such sale or other
disposition under the Credit Documents and the Lien of Trustee on such
Collateral shall be deemed to be, and shall be, automatically released and
terminated contemporaneously with the release by Agent of its Lien thereon;
provided that nothing in this Section shall limit the right of the Trustee to
receive excess proceeds of Collateral after the repayment to the Senior
Indebtedness in full in cash.  Trustee
agrees that no further act or documentation shall be necessary to evidence the
release and termination by Trustee of such Lien and the delivery of the Release
Notice to Trustee and the release by Agent of its Lien on the Collateral shall
be prima  facie evidence of Trustee’s release and termination of
its Lien upon such Collateral.  In the
event that Agent requests Trustee to execute and deliver any formal release or
termination of its Lien upon such Collateral, Trustee agrees to execute the
same forthwith.  In furtherance of the
foregoing, Trustee hereby appoints Agent as its attorney-in-fact, with full
authority in the place and stead of Trustee and full power of substitution and
in the name of Trustee or otherwise, to execute and deliver any document or
instrument which Trustee is required to deliver pursuant to this Section
10(c), such appointment being coupled with an interest and irrevocable.


 


(d)           Each
of Trustee and Agent hereby agrees to use its best efforts to give written
notice to the other of any declaration of acceleration, event of default
declared in writing by it or, in the case of Agent, commencement of any Senior
Enforcement Action under the Credit Documents; provided, that failure to
give any such notice shall not result in liability to Trustee or Agent, as the
case may be, or modify in any way the terms and provisions of this Agreement
and the obligations of the respective parties hereunder.  No party hereto shall have any obligation to
cure any such default and any payment made or act done by any such party to
cure any such default shall not constitute an assumption of the Credit Documents
or Junior Credit Documents or any of the obligations thereunder.


 


(e)           Notwithstanding
anything to the contrary contained herein, in the event that Agent releases its
Liens on the Collateral as a result of the prior or concurrent indefeasible
payment in full in cash of the Senior Indebtedness and termination of all
Senior Commitments thereunder, Trustee shall not be obligated to release its
Liens (nor be deemed to release its Liens as contemplated in Section 10(c)) on
any Collateral remaining after giving effect to such payment and termination
(and any sale, transfer or other disposition of Collateral occurring in
connection therewith).


 


SECTION 11.         Marshaling.  Trustee and Junior Lenders hereby waive, to
the fullest extent permitted by applicable law, any rights they may have under
applicable law to assert the doctrine of marshaling or otherwise to require
Agent or any Senior Lender to marshal any Property of any Credit Party for the
benefit of Trustee or any Holder.


 


SECTION 12.         Waiver
of Rights.  Each of Trustee and each
Junior Lender hereby waives, to the fullest extent permitted by applicable law,
any rights it may have to enjoin or otherwise obtain a judicial or
administrative order preventing Agent or any Senior Lender from taking, or
refraining from taking, any action with respect to all or any part of the
Collateral that is permitted under this Agreement.


 


SECTION 13.         Continuation
of Subordination; Termination of Agreement.  This Agreement shall in all respects be a continuing agreement
and shall remain in full force and


 


12



















 


effect until Senior Lenders shall have received indefeasible payment in
full in cash of all Senior Indebtedness and all of the Senior Commitments shall
have terminated pursuant to the respective terms and provisions of the Credit
Documents; provided, that this Agreement shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any Senior
Indebtedness is rescinded, avoided or must otherwise be returned by Agent or
any Senior Lender upon the insolvency, bankruptcy or reorganization of any
Credit Party, all as though such payment had not been made.


 


SECTION 14.         Specific
Performance.  Agent and each Senior
Lender, on the one hand, and Trustee and each Junior Lender, on the other hand,
are hereby authorized to demand specific performance of the provisions of this
Agreement, at any time when Trustee or any Junior Lender, on the one hand, or
the Agent or any Senior Lender, on the other hand, shall have failed to comply
with any term or provision hereof.  Each
of Agent (on its behalf and on behalf of the Senior Lenders) and Trustee (on
its behalf and on behalf of the Junior Lenders) hereby irrevocably waives any
defense based on the adequacy of a remedy at law that might be asserted as a
bar to such remedy of specific performance.


 


SECTION 15.         Further
Assurances.  Each party hereto will,
upon the written request of other party, from time to time execute and deliver
or cause to be executed and delivered such further instruments and agreements
and do or cause to be done such further acts as may be reasonably necessary or
proper to carry out more effectively the provisions of this Agreement and to
effectuate the terms of the Lien subordination and other provisions
contemplated hereby.


 


SECTION 16.         Notices.  Unless otherwise specifically provided
herein, all notices shall be in writing addressed to the respective parties as
set forth below and may be personally delivered, sent by facsimile transmission
or sent by overnight courier service or United States mail and shall be deemed
to have been given: (a) if sent in person, when delivered; (b) if sent by
facsimile transmission, on the date of such transmission if transmitted on a
business day before 4:00 p.m. (Chicago time) or, if not, on the next succeeding
business day; (c) if sent by overnight courier, two days after delivery to such
courier correctly addressed; or (d) if sent by mail, four business days after
deposit in the United States mail, with postage prepaid and properly addressed:


 


	
  If to Agent:

  	
   

  	
  LaSalle Bank National Association

  
	
   

  	
   

  	
  135 South LaSalle Street

  
	
   

  	
   

  	
  Chicago, IL 
  60603

  
	
   

  	
   

  	
  Attention: 
  Sean Silver

  
	
   

  	
   

  	
  FAX:  (312)
  904-9046

  
	
   

  	
   

  	
   

  
	
  If to Trustee or
  any

  	
   

  	
  Wilmington Trust Company

  
	
  Junior Lender:

  	
   

  	
  Rodney Square North

  
	
   

  	
   

  	
  1100 North Market Street

  
	
   

  	
   

  	
  Wilmington, DE 19890

  
	
   

  	
   

  	
  Attention: 
  Corporate Trust Department

  
	
   

  	
   

  	
  FAX:  (302)
  651-8882

  



 


13



















 


or to such other address as the party addressed shall have previously
designated by written notice to the other party given in accordance with this Section
16.


 


SECTION 17.         SUBMISSION
TO JURISDICTION; SERVICE OF PROCESS. 
AGENT AND EACH SENIOR LENDER MAY ENFORCE ANY CLAIM ARISING OUT OF THIS
AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND
LOCATED IN THE CITY OF CHICAGO, ILLINOIS. 
FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO
ANY SUCH CLAIM, EACH OF TRUSTEE AND EACH JUNIOR LENDER HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF SUCH COURTS. 
EACH OF TRUSTEE AND EACH JUNIOR LENDER HEREBY IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY
CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON’S ADDRESS
PURSUANT TO SECTION 16 HEREOF AND AGREES THAT SUCH SERVICE, TO THE FULLEST
EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE
OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii)
SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY
TO SUCH PERSON.  NOTHING CONTAINED
HEREIN SHALL AFFECT THE RIGHTS OF AGENT OR ANY SENIOR LENDER TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE AGENT OR ANY SENIOR LENDER
FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER COUNTRY,
STATE OR PLACE HAVING JURISDICTION OVER SUCH ACTION.  TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO
THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.


 


SECTION 18.         JURY
TRIAL.  EACH PARTY HERETO HEREBY
EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES HEREUNDER OR UNDER ANY AGREEMENT,
DOCUMENT OR INSTRUMENT DELIVERED OR WHICH MAY HEREAFTER BE DELIVERED IN
CONNECTION HEREWITH, OR ARISING FROM ANY RELATIONSHIP ARISING HEREUNDER, AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.


 


SECTION 19.         Successors
and Assigns.  (a)  This Agreement shall be binding upon and
inure to the benefit of Agent, on behalf of the Senior Lenders, the Trustee, on
behalf of the Junior Lenders, and each of their respective successors,
transferees and assigns.


 


(b)           Each
Senior Lender may, from time to time, without notice to or consent of Trustee
or any Holder, assign or transfer to any Person any or all of the Senior
Indebtedness or any interest therein, and notwithstanding any such assignment
or transfer, or any subsequent assignment or transfer thereof, the Senior
Indebtedness shall be and remain Senior Indebtedness for purposes of this
Agreement, and every immediate and successive assignee or transferee of any of
the Senior Indebtedness or of any interest therein shall, to the extent of the
interest of such


 


14



















 


assignee or transferee in the Senior Indebtedness, be entitled to rely
upon and be a third party beneficiary of the subordination provided under this
Agreement.


 


(c)           As
used in this Agreement, the term “Credit Party” shall include any receiver,
trustee, custodian or debtor in possession which is a successor to any Credit
Party.


 


SECTION 20.         Governing
Law.  This Agreement shall be
construed and interpreted, and the right of the parties shall be determined, in
accordance with the internal laws and decisions of the State of Illinois.


 


SECTION 21.         Legend.  Until indefeasible payment in full in cash
of the Senior Indebtedness and termination of all Senior Commitments
thereunder, each Note or other instrument evidencing any Junior Indebtedness
shall bear upon its face the following legend:


 


ALL INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS
SUBORDINATED TO THE SENIOR INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED
IN, AND IS OTHERWISE SUBJECT TO THE TERMS OF, THE INTERCREDITOR AGREEMENT,
DATED AS OF JANUARY 11, 2002, AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR
SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, BY AND AMONG WILMINGTON TRUST
COMPANY, AS TRUSTEE, LASALLE BANK NATIONAL ASSOCIATION, AS AGENT FOR THE SENIOR
LENDERS, AND THE “CREDIT PARTIES” IDENTIFIED THEREIN, INCLUDING THE MAKER(S) OF
THIS INSTRUMENT.


 


SECTION 22.         Entire
Agreement; Amendments and Waivers. 
This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof.  There are no other agreements between the parties hereto in
connection with the subject matter hereof except as specifically set forth
herein or contemplated hereby.  No
amendment, modification or waiver of any of the provisions of this Agreement
(including defined terms incorporated by reference from the Credit Agreement)
shall be binding unless in writing and executed by Agent (with the prior
written consent of the Required Lenders (as defined in the Credit Agreement))
and Trustee (with the prior written consent of the Holders of at least a
majority in aggregate principal amount of the Notes).  No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided.  No delay
on the part of Agent or any Senior Lender in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise by
Agent or any Senior Lender of any right or remedy shall preclude other or
further exercise thereof or the exercise of any other right or remedy.  For the purposes of this Agreement, Senior
Indebtedness shall include all Senior Indebtedness, notwithstanding any right
or power of any Credit Party or other Person to assert any claim or defense as
to the invalidity or unenforceability of all or any part of the Senior
Indebtedness, and no such claim or defense shall affect or impair the
agreements and obligations of the respective parties hereto.


 


SECTION 23.         Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


15



















 


SECTION 24.         Invalidity.  In the event one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid or
unenforceable in any respect, such invalidity or unenforceability shall not
affect any other provision of this Agreement.


 


SECTION 25.         Headings.  The headings of the several sections herein
are inserted for convenience of reference only and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement.


 


SECTION 26.         Contractual
Representative for Perfection; Actions with Respect to Collateral.  Trustee hereby appoints Agent as Trustee’s
contractual representative solely for purposes of perfecting Trustee’s Liens on
Collateral which is of a type such that perfection of a Lien thereon may be
accomplished by possession thereof by Trustee to the extent possession thereof
is taken by Agent.  In the event all
Senior Indebtedness shall have been indefeasibly paid in full in cash and all
Senior Commitments shall have been terminated pursuant to the respective terms
and provisions thereof, Agent shall deliver to Trustee all Collateral remaining
in Agent’s possession.


 


SECTION 27.         Credit
Parties.  By signing this Agreement,
the Credit Parties agree to the terms hereof. 
They agree, however, that they are not beneficiaries of the Agreement
herein between the Agent and the Senior Lenders, on the one hand, and the
Trustee and the Junior Lenders, on the other hand, and cannot enforce such
agreements.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK; 

SIGNATURE PAGE FOLLOWS]


 


16



















 


IN WITNESS WHEREOF, this
Agreement has been made and delivered as of the 11th day of January, 2002.


 


	
   

  	
  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 Baumann

  	
   

  
	
   

  	
   

  	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EVENTS
  PARKING CO., INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  G. Marc Baumann

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  G. Marc Baumann

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
							



 


17



















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SENTRY
  PARKING CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  G. Marc Baumann

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
   

  	
  Title:

  	
  Vice President, Treasurer

  
							



 


18



















 


	
   

  	
  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

  
	
   

  	
    

  
	
   

  	
   

  
	
   

  	
  VIRGINIA
  PARKING SERVICE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  G. Marc Baumann

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
   

  	
  Title:

  	
  Vice President, Treasurer

  
						



 


19



















 


	
   

  	
  APCOA
  BRADLEY PARKING COMPANY, LLC

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  
	
  APCOA
  LASALLE PARKING COMPANY, LLC

  
	
   

  	
  By: APCOA/STANDARD PARKING INC., ITS MANAGER

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  G. Marc Baumann

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief
  Financial  Officer, Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE
  PARKING INDUSTRIES, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  G. Marc Baumann

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
							



 


20



















 


	
  LaSalle Bank National
  Association,

  as Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
    /s/ Sean P. Silver

  	
   

  	
   

  
	
  Name: 

  	
  Sean P. Silver

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Wilmington Trust Company,

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
  By: 

  	
    /s/ James D. Nesci

  	
   

  	
   

  
	
  Name: 

  	
  James D. Nesci

  	
   

  	
   

  
	
  Title: 

  	
  Authorizes Signer

  	
   

  	
   

  
						



 


21