EXHIBIT 10.11


 


EXECUTION COPY


 


TRADEMARK COLLATERAL SECURITY
AND PLEDGE AGREEMENT


 


THIS TRADEMARK COLLATERAL SECURITY AND PLEDGE
AGREEMENT is dated as of January 11, 2002, between APCOA/STANDARD PARKING,
INC., a Delaware corporation having its principal place of business at 900
North Michigan Avenue, Suite 1600, Chicago, Illinois 60611 (the “Assignor”),
and WILMINGTON TRUST COMPANY, having an office at Rodney Square North, 1100
North Market Street, Wilmington Delaware 19890, 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 “Assignor”), pursuant to an indenture dated as
of the date hereof (as amended, supplemented or otherwise modified from time to
time, the “Indenture”), among the Assignor, certain of the Assignor’s
subsidiaries (the “Guarantors”) and the Agent.


 


W I T N E S S E T H:


 


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


 


WHEREAS, the Assignor is a member of an affiliated
group of companies that includes each Guarantor;


 


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


 


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


 


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


 


WHEREAS, the Assignor has executed and delivered to
the Agent, for the benefit of the Agent and the Holders, the Security Agreement
(as defined in the Indenture), pursuant to which the Assignor has granted to
the Agent, for the benefit of the Holders, a second priority security interest
in certain of the Assignor’s personal property and fixture assets, including
without limitation the trademarks, service marks, trademark and service mark
registrations, and trademark and service mark registration applications listed
on Schedule A attached hereto, and the goodwill related thereto, all to
secure the payment and performance of the Notes and the other obligations of
the Assignor under the Indenture; and


 

















 


WHEREAS, this Trademark Security Agreement is supplemental
to the provisions contained in the Security Agreement and the Indenture;


 


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 hereby agree
as follows:


 


1.  DEFINITIONS.


 


Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided therefore in the
Amended and Restated Credit Agreement, dated as of even date herewith, by and
among the Assignor 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”).  In addition, the following
terms shall have the meanings set forth in this §1 or elsewhere in this
Trademark Security Agreement referred to below:


 


Assignment of Marks.  See §2.1.


 


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


 


Associated Goodwill.  All goodwill
of the Assignor and its business, products and services appurtenant to,
associated with or symbolized by any of the Trademarks, the Trademark
Registrations and the Trademark Rights and the use thereof.


 


Pledged Trademarks.  All of the
Assignor’s right, title and interest in and to all of the Trademarks, the
Trademark Registrations, the Trademark License Rights, the Trademark Rights,
the Associated Goodwill, the Related Assets, and all accessions to,
substitutions for, replacements of, and all products and proceeds of, any and
all of the foregoing.


 


Related Assets.  All assets,
rights and interests of the Assignor, if any, that uniquely reflect or embody
the Associated Goodwill, including the following:


 


(a)              all
patents, inventions, copyrights, trade secrets, confidential information,
formulae, methods or processes, compounds, recipes, know-how, methods and
operating systems, drawings, descriptions, formulations, manufacturing and
production and delivery procedures, quality control procedures, product and
service specifications, catalogs, price lists, and advertising materials,
relating to the manufacture, production, delivery, provision and sale of goods
or services under or in association with any of the Trademarks; and


 


(b)              the
following documents and things in the possession or under the control of the
Assignor, or subject to its demand for possession or control, related to the
production, delivery, provision or sale by the Assignor or any Affiliate,
franchisee, licensee or contractor of the Assignor, of products or services
sold by or under the


 


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authority
of the Assignor in connection with the Trademarks or the Trademark Rights,
whether prior to, on or subsequent to the date hereof


 


(i)  all
lists, contracts, ancillary documents and other information that identify,
describe or provide information with respect to any customers, dealers or
distributors of the Assignor, its Affiliates, franchisees, licensees or
contractors, for products or services sold under or in connection with the
Trademarks or the Trademark Rights, including all lists and documents
containing information regarding each customer’s, dealer’s or distributor’s
name and address, credit, payment, discount, delivery and other sale terms and
history, pattern and total of purchases by brand, product, style, size and
quantity;


 


(ii) all
agreements (including franchise agreements), product and service specification
documents and operating, production and quality control manuals relating to or
used in the design, manufacture, production, delivery, provision and sale of
products or services under or in connection with the Trademarks or the
Trademark Rights;


 


(iii)                all
documents and agreements relating to the identity and locations of all sources
of supply, all terms of purchase and delivery, for all materials, components,
raw materials and other supplies and services used in the manufacture,
production, provision, delivery or sale of products or services under or in
connection with the Trademarks or the Trademark Rights; and


 


(iv)                all
agreements and documents constituting or concerning the present or future,
current or proposed advertising and promotion by the Assignor (or any of its
Affiliates, franchisees, licensees or contractors) of products or services sold
under or in connection with the Trademarks or the Trademark Rights.


 


Trademark License Rights.  
Any and all past, present or future rights and interests of the Assignor
pursuant to any and all past, present and future franchising or licensing
agreements in favor of the Assignor, or to which the Assignor is a party,
pertaining to any Trademarks, Trademark Registrations, or Trademark Rights
owned or used by third parties in the past, present or future, including the
right (but not the obligation) in the name of the Assignor or the Agent to
enforce, and sue and recover for, any breach or violation of any such agreement
to which the Assignor is a party.


 


Trademark Registrations.  All past,
present or future federal, state, local and foreign registrations of the
Trademarks, all past, present and future applications for any such
registrations (and any such registrations thereof upon approval of such
applications), together with the right (but not the obligation) to apply for
such registrations (and prosecute such applications) in the name of the
Assignor or the Agent, and to take any and all actions necessary or appropriate
to maintain such registrations in effect and renew and extend such
registrations.


 


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Trademark Rights.  Any and all
past, present or future rights in, to and associated with the Trademarks
throughout the world, whether arising under federal law, state law, common law,
foreign law or otherwise, including the following: all such rights arising out
of or associated with the Trademark Registrations; the right (but not the
obligation) to register claims under any state, federal or foreign trademark
law or regulation; the right (but not the obligation) to sue or bring opposition
or cancellation proceedings in the name of the Assignor or the Agent for any
and all past, present or future infringements or dilution of or any other
damages or injury to the Trademarks, the Trademark Rights, or the Associated
Goodwill, and the rights to damages or profits due or accrued arising out of or
in connection with any such past, present or future infringement, dilution,
damage or injury; and the Trademark License Rights.


 


Trademark Security Agreement. 
This Trademark Collateral Security and Pledge Agreement, as amended and
in effect from time to time.


 


Trademarks.  All of the
trademarks, service marks, designs, logos, indicia, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
elements of package or trade dress, and other source and product or service
identifiers, used or associated with or appurtenant to the products, services
and businesses of the Assignor, that (i) are set forth on Schedule A
hereto, or (ii) have been adopted, acquired, owned, held or used by the
Assignor or are now owned, held or used by the Assignor, in the Assignor’s
business, or with the Assignor’s products and services, or in which the
Assignor has any right, title or interest, or (iii) are in the future adopted, acquired,
owned, held and used by the Assignor in the Assignor’s business or with the
Assignor’s products and services, or in which the Assignor in the future
acquires any right, title or interest.


 


U.S. and Canadian Trademarks. 
All of the Assignor’s Trademarks which have been registered with the
USPTO or the Canadian trademark office or for which applications for
registration have been filed with the USPTO or the Canadian trademark office.


 


Use.  With respect
to any Trademark, all uses of such Trademark by, for or in connection with the
Assignor or its business or for the direct or indirect benefit of the Assignor
or its business, including all such uses by the Assignor itself, by any of the
Affiliates of the Assignor, or by any franchisee, licensee or contractor of the
Assignor.


 


USPTO.  The United
States Patent and Trademark Office.


 


Unless otherwise provided herein, the rules of
construction set forth in §1.2 of the Credit Agreement shall be applicable to
this Trademark Security Agreement.


 


2.  GRANT OF SECOND PRIORITY SECURITY INTEREST.


 


2.1.          Second Priority Security Interest; Assignment of Marks.  As collateral security for the payment and
performance in full of all of the obligations of Assignor under the Indenture,
the Assignor hereby unconditionally grants to the Agent, for the benefit of the
Agent and the Holders, a continuing second priority security interest in and
second priority lien on the Pledged Trademarks, and pledges and mortgages (but
does not transfer title to) the Pledged


 


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Trademarks to the
Agent for the benefit of the Agent and the Holders.  In addition, the Assignor has executed in blank and delivered to
the Agent a conditional assignment of federally registered trademarks in substantially
the form of  Exhibit I hereto
(the “Assignment of Marks”).  The
Assignor hereby authorizes LaSalle or, if the Credit Agreement is no longer in
effect, the Agent to complete as assignee and record with the USPTO the
Assignment of Marks upon the occurrence and during the continuance of an Event
of Default and the proper exercise of LaSalle’s or, if the Credit Agreement is
no longer in effect, the Agent’s remedies under this Trademark Security
Agreement and the Indenture.


 


2.2.          Conditional Assignment.  In addition to, and not by way of limitation
of, the grant, pledge and mortgage of the Pledged Trademarks provided in §2.1,
the Assignor grants, assigns, transfers, conveys and sets over to the Agent,
for the benefit of the Agent and the Holders, and subject to the interest of
the lenders under the Credit Agreement, the Assignor’s entire right, title and
interest in and to the Pledged Trademarks; provided that such grant,
assignment, transfer and conveyance shall be and become of force and effect
only when permitted by the Intercreditor Agreement, dated as of even date
herewith (the “Intercreditor Agreement”) by and among LaSalle as agent for the
Lenders (as defined in the Credit Agreement), the Agent, the Assignor and the Guarantors, and only (i) upon or after
the occurrence and during the continuance of an Event of Default and (ii)
either (A) upon the written demand of the Agent at any time during such
continuance or (B) immediately and automatically (without notice or action of
any kind by the Agent) upon an Event of Default for which acceleration of the
Notes is automatic under the Indenture or upon the sale or other disposition of
or foreclosure upon the collateral provided by the Security Agreement (the
“Collateral”) pursuant to the Indenture, the Intercreditor Agreement, the
Security Agreement and applicable law (including the transfer or other
disposition of the Collateral by the Assignor to the Agent or its nominee in
lieu of foreclosure).


 


2.3.          Supplemental to Security Documents.  Pursuant to the Security Agreement, the
Assignor has granted to the Agent, for the, benefit of the Agent and the
Holders, a continuing second priority security interest in and lien on the
Collateral (including the Pledged Trademarks). 
The Security Agreement, and all rights and interests of the Agent in and
to the Collateral (including the Pledged Trademarks) thereunder, are hereby
ratified and confirmed in all respects. 
In no event shall this Trademark Security Agreement, the conditional grant,
assignment, transfer and conveyance of the Pledged Trademarks hereunder, or the
recordation of this Trademark Security Agreement (or any document hereunder)
with the USPTO, adversely affect or impair, in any way or to any extent, the
Indenture, the Security Agreement, the second priority security interest of the
Agent in the Collateral (including the Pledged Trademarks) pursuant to the
Security Agreement and this Trademark Security Agreement, the attachment and
perfection of such second priority security interest under the Uniform Commercial
Code (including the second priority security interest in the Pledged
Trademarks), or any present or future rights and interests of the Agent in and
to the Collateral under or in connection with the Security Agreement, this
Trademark Security Agreement or the Uniform Commercial Code.  Any and all rights and interests of the
Agent in and to the Pledged Trademarks (and any and all obligations of the
Assignor with respect to the Pledged Trademarks) provided herein, or arising
hereunder or in connection herewith, shall only supplement and be cumulative
and in addition to the rights and interests of the Agent (and the obligations
of the Assignor) in, to or with respect to the Collateral


 


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(including the
Pledged Trademarks) provided in or arising under or in connection with the
Security Agreement and shall not be in derogation thereof.


 


3.  REPRESENTATIONS, WARRANTIES AND COVENANTS.


 


The Assignor represents, warrants and covenants that:
(i) Schedule A sets forth a true and complete list of all U.S. and Canadian
Trademarks and Trademark Registrations now owned, licensed, controlled or used
by the Assignor; (ii) the U.S. and Canadian Trademarks and Trademark
Registrations are subsisting and have not been adjudged invalid or
unenforceable, in whole or in part, and there is no litigation or proceeding
pending concerning the validity or enforceability of the Trademarks or
Trademark Registrations; (iii) to the best of the Assignor’s knowledge, each of
the U.S. and Canadian Trademarks and Trademark Registrations is valid and
enforceable; (iv) to the best of the Assignors knowledge, there is no
infringement by others of the U.S. and Canadian Trademarks, Trademark
Registrations or Trademark Rights; (v) no claim has been made that the use of
any of the Trademarks does or may violate the rights of any third person, and
to the best of the Assignor’s knowledge, there is no infringement by the
Assignor of the trademark rights of others; (vi) the Assignor is the sole and
exclusive owner of the entire and unencumbered right, title and interest in and
to each of the U.S. and Canadian Trademarks (other than ownership and other
rights reserved by third party owners with respect to U.S. and Canadian
Trademarks that the Assignor is licensed to use), free and clear of any liens,
charges, encumbrances and adverse claims, including pledges, assignments,
licenses, registered user agreements and covenants by the Assignor not to sue
third persons, other than the security interest and assignment created by the
Credit Agreement and the Security Documents referred to therein, the second
priority security interest and assignment created by the Security Agreement and
this Trademark Security Agreement and applicable Permitted Liens (as defined in
the Credit Agreement); (vii) the Assignor has the unqualified right to enter
into this Trademark Security Agreement and to perform its terms and has entered
and will enter into written agreements with each of its present and future
employees, agents, consultants, licensors and licensees that will enable them
to comply with the covenants herein contained; (viii) the Assignor has used,
and will continue to use, proper statutory and other appropriate proprietary
notices in connection with its use of the U.S. and Canadian Trademarks; (ix)
the Assignor has used, and will continue to use for the duration of this
Trademark Security Agreement, consistent standards of quality in its
manufacture and provision of products and services sold or provided under the
Trademarks; (x) this Trademark Security Agreement, together with the Security
Documents, will create in favor of the Agent a valid and perfected second
priority security interest in the Pledged Trademarks upon making the filings
referred to in clause (xi) of this §3; and (xi) except for the filing of
financing statements with the Secretary of State and local filing offices for
the jurisdictions specified in the Perfection Certificate under the Uniform
Commercial Code and the recording of this Trademark Security Agreement with the
USPTO, no authorization, approval or other action by, and no notice to or
filing with, any governmental or regulatory authority, agency or office is
required either (A) for the grant by the Assignor or the effectiveness of the
second priority security interest and assignment granted hereby or for the
execution, delivery and performance of this Trademark Security Agreement by the
Assignor, or (B) for the perfection of or the exercise by the Agent of any of
its rights and remedies hereunder.


 


4.  INSPECTION RIGHTS.


 


 


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The Assignor hereby grants to the Agent and its
employees and agents the right to visit the Assignor’s plants and facilities
that manufacture, inspect or store products or provide services sold under any
of the Trademarks, and to inspect the products and quality control records
relating thereto at reasonable times during regular business hours.


 


5.  NO TRANSFER OR INCONSISTENT AGREEMENTS.


 


Except as permitted by the Indenture or the Security
Agreement and except for licenses of the Pledged Trademarks in the ordinary
course of the Assignor’s business consistent with its past practices, the
Assignor will not (i) mortgage, pledge, assign, encumber, grant a security
interest in, transfer, license or alienate any of the Pledged Trademarks,
(other than in respect of the Liens granted to LaSalle as agent for the lenders
under the Credit Agreement and in respect of applicable Permitted Liens (as
defined in the Indenture)), or (ii) enter into any agreement (for example, a
license agreement) that is inconsistent with the Assignor’s obligations under
this Trademark Security Agreement, the Indenture or the Security Agreement.


 


6.  AFTER-ACQUIRED TRADEMARKS, ETC.


 


6.1.          After-Acquired Trademarks.  If, before the Notes and the other
obligations of the Assignor under the Indenture shall have been finally paid
and satisfied in full, the Assignor shall obtain any right, title or interest
in or to any other or new Trademarks, Trademark Registrations or Trademark
Rights, the provisions of this Trademark Security Agreement shall automatically
apply thereto and the Assignor shall promptly provide to the Agent notice
thereof in writing and execute and deliver to the Agent such documents or
instruments as may be required by applicable law or as the Agent may reasonably
request further to implement, preserve or evidence the Agent’s interest
therein.


 


6.2.          Amendment to Schedule.  The Assignor authorizes the Agent to modify
this Trademark Security Agreement and the Assignment of Marks, without the
necessity of the Assignor’s further approval or signature, by amending Schedule
A hereto and the Annex to the Assignment of Marks to include any future or
other Trademarks, Trademark Registrations or Trademark Rights under §2 or §6.


 


7.  TRADEMARK PROSECUTION.


 


7.1.          Assignor Responsible.  The Assignor shall assume full and complete
responsibility for the prosecution, defense, enforcement or any other necessary
or desirable actions in connection with the Pledged Trademarks, and shall hold
each of the Agent and the Holders harmless from and against any and all damages
and liabilities and all reasonable and documented cost and expenses that may be
incurred by the Agent or any Holder in connection with the Agents interest in
the Pledged Trademarks or any other action or failure to act in connection with
this Trademark Security Agreement or the transactions contemplated hereby.


 


7.2.          Assignor’s Duties, etc.  The Assignor shall have the right and the
duty, to prosecute diligently any trademark registration applications of the
Trademarks pending as of the


 


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date of this
Trademark Security Agreement or thereafter, to preserve and maintain all rights
in the Trademarks and Trademark Registrations, including the filing of
appropriate renewal applications and other instruments to maintain in effect
the Trademark Registrations and the payment when due of all registration
renewal fees and other fees, taxes and other expenses that shall be incurred or
that shall accrue with respect to any of the Trademarks or Trademark
Registrations.  Any expenses incurred in
connection with such applications and actions shall be borne by the Assignor.  The Assignor shall not abandon any material
filed trademark registration application, or any Trademark Registration or
Trademark, without the consent of the Agent, which consent shall not be
unreasonably withheld.


 


7.3.          Assignor’s Enforcement Rights.  The Assignor shall have the right and the
duty within its reasonable business judgment to bring suit or other action in
the Assignor’s own name to maintain and enforce the Trademarks, the Trademark
Registrations and the Trademark Rights. 
The Assignor may require the Agent to join in such suit or action as
necessary to assure the Assignor’s ability to bring and maintain any such suit
or action in any proper forum if (but only if) the Agent is completely
satisfied that such joinder will not subject the Agent or any Holder to any
risk of liability.  The Assignor shall
promptly, upon demand, reimburse and indemnify the Agent for all documented
damages, and reasonable and documented costs and expenses, including legal
fees, incurred by the Agent pursuant to this §7.3.


 


7.4.          Protection of Trademarks, etc.  In general, the Assignor shall take any and
all such commercially reasonable actions (including institution and maintenance
of suits, proceedings or actions) as may be necessary or appropriate to
properly maintain, protect, preserve, care for and enforce the Pledged Trademarks.  The Assignor shall not take or fail to take
any action, nor permit any action to be taken or not taken by others under its
control, that would adversely affect the validity, grant or enforcement of the
Pledged Trademarks.


 


7.5.          Notification by Assignor.  Promptly upon obtaining knowledge thereof,
the Assignor will notify the Agent in writing of the institution of, or any
final adverse determination in, any proceeding in the USPTO or any similar
office or agency of the United States or any foreign country, or any court,
regarding the validity of any of the Trademarks or Trademark Registrations or
the Assignor’s rights, title or interests in and to the Pledged Trademarks, and
of any event that does or reasonably could materially adversely affect the value
of any of the Pledged Trademarks, the ability of the Assignor or the Agent to
dispose of any of the Pledged Trademarks or the rights and remedies of the
Agent in relation thereto (including but not limited to the levy of any legal
process against any of the Pledged Trademarks).


 


8.  REMEDIES.


 


Upon the occurrence and during the continuance of an
Event of Default, the Agent shall have, subject to the terms of the
Intercreditor Agreement, in addition to all other rights and remedies given it
by this Trademark Security Agreement (including, without limitation, those set
forth in §2.2, the Security Agreement, and the Indenture, those allowed by law
and the rights and remedies of a Holder under the Uniform Commercial Code as
enacted in the State of New York, and, without limiting the generality of the
foregoing, the Agent may immediately, without demand of performance and without
other notice (except as set forth next below) or demand


 


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whatsoever to the
Assignor, all of which are hereby expressly waived, sell or license at public
or private sale or otherwise realize upon the whole or from time to time any
part of the Pledged Trademarks, or any interest that the Assignor may have
therein, and after deducting from the proceeds of sale or other disposition of
the Pledged Trademarks all expenses incurred by the Agent in attempting to
enforce this Trademark Security Agreement (including all reasonable expenses
for brokers’ fees and legal services), shall apply the residue of such proceeds
first toward the payment of the senior debt as set forth in the Credit
Agreement, and then toward the payment of the Notes as set forth in or by
reference in the Indenture.  Notice of
any sale, license or other disposition of the Pledged Trademarks shall be given
to the Assignor at least ten (10) days before the time that any intended public
sale or other public disposition of the Pledged Trademarks is to be made or
after which any private sale or other private disposition of the Pledged
Trademarks may be made, which the Assignor hereby agrees shall be reasonable
notice of such public or private sale or other disposition.  At any such sale or other disposition, the
Agent may, to the extent permitted under applicable law, purchase or license
the whole or any part of the Pledged Trademarks or interests therein sold,
licensed or otherwise disposed of.


 


9.  COLLATERAL PROTECTION.


 


If the Assignor shall fail to do any act that it has
covenanted to do hereunder, or if any representation or warranty of the
Assignor shall be breached, the Agent, in its own name or that of the Assignor
(in the sole discretion of the Agent), may (but shall not be obligated to) do
such act or remedy such breach (or cause such act to be done or such breach to
be remedied), and the Assignor agrees promptly to reimburse the Agent for any
documented cost or expense incurred by the Agent in so doing.


 


10.  POWER OF ATTORNEY.


 


If any Event of Default (wherever used in this
document, as defined in the Indenture) shall have occurred and be continuing,
the Assignor does hereby make, constitute and appoint the Agent (and any
officer or agent of the Agent as the Agent may select in its exclusive
discretion) as the Assignor’s true and lawful attorney-in-fact, with full power
of substitution and with the power to endorse the Assignor’s name on all
applications, documents, papers and instruments necessary for the Agent to use
the Pledged Trademarks, or to grant or issue any exclusive or nonexclusive
license of any of the Pledged Trademarks to any third person, or to take any
and all actions necessary for the Agent to assign, pledge, convey or otherwise
transfer title in or dispose of any of the Pledged Trademarks or any interest
of the Assignor therein to any third person, and, in general, to execute and
deliver any instruments or documents and do all other acts that the Assignor is
obligated to execute and do hereunder. 
The Assignor hereby ratifies all that such attorney shall lawfully do or
cause to be done by virtue hereof and releases each of the Agent and the
Holders from any claims, liabilities, causes of action or demands arising out
of or in connection with any action taken or omitted to be taken by the Agent
under this power of attorney (except for the Agent’s gross negligence or
willful misconduct).  This power of
attorney is coupled with an interest and shall be irrevocable for the duration
of this Trademark Security Agreement.


 


11.  FURTHER ASSURANCES.


 


 


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The Assignor shall, at any time and from time to time,
and at its expense, make, execute, acknowledge and deliver, and file and record
as necessary or appropriate with governmental or regulatory authorities,
agencies or offices, such agreements, assignments, documents and instruments,
and do such other and further acts and things (including, without limitation,
obtaining consents of third parties), as the Agent may reasonably request or as
may be required by applicable law in order to implement and effect fully the
intentions, purposes and provisions of this Trademark Security Agreement, or to
assure and confirm to the Agent the grant, perfection and priority of the
Agent’s second priority security interest in the Pledged Trademarks.


 


12.  TERMINATION.


 


At such time as all of the Assignor’s obligations
under the Indenture have been finally and indefeasibly paid and satisfied in
full, this Trademark Security Agreement shall terminate and the Agent shall,
upon the written request and at the expense of the Assignor, execute and deliver
to the Assignor all deeds, assignments and other instruments as may be
necessary or proper to reassign and reconvey and re-vest in the Assignor the
entire right, title and interest to the Pledged Trademarks previously granted,
assigned, transferred and conveyed to the Agent by the Assignor pursuant to
this Trademark Security Agreement, as fully as if this Trademark Security
Agreement had not been made, subject to any disposition of all or any part
thereof that may have been made by the Agent pursuant hereto or the Security
Agreement and the Indenture.


 


13.  COURSE OF DEALING.


 


No course of dealing between the Assignor and the
Agent, nor any failure to exercise, nor any delay in exercising, on the part of
the Agent, any right, power or privilege hereunder or under the Indenture, the
Security Agreement, or any other agreement shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, power or privilege
hereunder or thereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.


 


14.  EXPENSES.


 


Any and all reasonable and documented fees, costs and
expenses, of whatever kind or nature, including the reasonable attorneys’ fees
and expenses incurred by the Agent in connection with the preparation of this
Trademark Security Agreement and all other documents relating hereto, the
consummation of the transactions contemplated hereby or the enforcement hereof,
the filing or recording of any documents (including all taxes in connection therewith)
in public offices, the payment or discharge of any taxes, counsel fees,
maintenance or renewal fees, encumbrances, or otherwise protecting, maintaining
or preserving the Pledged Trademarks, or in defending or prosecuting any
actions or proceedings arising out of or related to the Pledged Trademarks,
shall be borne and paid by the Assignor.


 


15.  OVERDUE AMOUNTS.


 


 


10

















 


 


Until paid, all amounts due and payable by the
Assignor hereunder shall be a debt secured by the Pledged Trademarks and other
Collateral and shall bear, whether before or after judgment, interest at the
rate of interest for overdue principal of the Notes set forth in the Indenture.


 


16.  NO ASSUMPTION OF LIABILITY; INDEMNIFICATION.


 


NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, NEITHER THE AGENT NOR ANY HOLDER ASSUMES ANY
LIABILITIES OF THE ASSIGNOR WITH RESPECT TO ANY CLAIM OR CLAIMS REGARDING THE
ASSIGNOR’S OWNERSHIP OR PURPORTED OWNERSHIP OF, OR RIGHTS OR PURPORTED RIGHTS
ARISING FROM, ANY OF THE PLEDGED TRADEMARKS OR ANY USE, LICENSE OR SUBLICENSEE
THEREOF, WHETHER ARISING OUT OF ANY PAST, CURRENT OR FUTURE EVENT,
CIRCUMSTANCE, ACT OR OMISSION OR OTHERWISE. 
ALL OF SUCH LIABILITIES SHALL BE EXCLUSIVELY THE RESPONSIBILITY OF THE
ASSIGNOR, AND THE ASSIGNOR SHALL INDEMNIFY THE AGENT AND THE HOLDERS FOR ANY
AND ALL DOCUMENTED COSTS, EXPENSES, DAMAGES AND CLAIMS, INCLUDING REASONABLE
LEGAL FEES, INCURRED BY THE AGENT OR ANY HOLDER WITH RESPECT TO SUCH
LIABILITIES OTHER THAN LIABILITIES RESULTING DIRECTLY FROM THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF THE AGENT OR ANY HOLDER.


 


17.  NOTICES.


 


All notices and other communications made or required
to be given pursuant to this Trademark Security Agreement shall be in writing
and shall be in accordance with the requirements of Section 14.02 of the
Indenture.


 


18.  AMENDMENT AND WAIVER.


 


This Trademark Security Agreement is subject to
modification only by a writing signed by the Agent pursuant to the Indenture,
except as provided in §6.2.  The Agent
shall not be deemed to have waived any right hereunder unless such waiver shall
be in writing and signed by the Agent. A waiver on any one occasion shall not
be construed as a bar to or waiver of any right on any future occasion.


 


19.  GOVERNING LAW; CONSENT TO JURISDICTION.


 


THIS TRADEMARK SECURITY AGREEMENT
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) AND APPLICABLE FEDERAL LAW.  The Assignor
agrees that any suit for the enforcement of this Trademark Security Agreement
may be brought in the courts of the State of New York or any federal court
sitting therein and consents to the non-exclusive jurisdiction of such court and
to service of process in any such suit being made


 


11

















 


upon the Assignor
by mail in accordance with §17.  The
Assignor hereby waives any objection that it may now or hereafter have to the
venue of any such suit or any such court or that such suit is brought in an
inconvenient court.


 


20.  WAIVER OF JURY TRIAL.


 


THE ASSIGNOR WAIVES ITS RIGHT TO A JURY TRIAL WITH
RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH
THIS TRADEMARK SECURITY AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE
PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS. 
Except as prohibited by law, the Assignor waives any right which it may
have to claim or recover in any litigation referred to in the preceding sentence
any special, exemplary, punitive or consequential damages or any damages other
than, or in addition to, actual damages. 
The Assignor (i) certifies that neither the Agent or any Holder nor any
representative, agent or attorney of the Agent or any Holder has represented,
expressly or otherwise, that the Agent or any Holder would not, in the event of
litigation, seek to enforce the foregoing waivers, and (ii) acknowledges that,
in entering into the Security Agreement and the Indenture to which the Agent or
any Holder is a party, the Agent and the Holders are relying upon, among other
things, the waivers and certifications contained in this §20.


 


21.  MISCELLANEOUS.


 


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


 


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


 


12

















 


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


 


 


	
   

  	
   

  	
  APCOA/STANDARD PARKING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Marc Baumann

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief Financial Officer,

  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILMINGTON TRUST COMPANY, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Nesci

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James D. Nesci

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorizes Signer

  



 


13

















 


EXHIBIT I


 


ASSIGNMENT OF TRADEMARKS AND
SERVICE MARKS (U.S.)


 


 


WHEREAS, APCOA/Standard Parking, Inc., a corporation organized and existing
under the laws of the State of Delaware, having a place of business at 900
North Michigan Avenue, Suite 1600, Chicago, Illinois  606011 (the “Assignor”), has adopted and used and is using the
trademarks and service marks (the “Marks”) identified on the Annex
hereto, and is the owner of the registrations of and pending registration
applications for such Marks in the United States Patent and Trademark Office
identified on such Annex; and


 


WHEREAS,
                       ,
a
                              ,
organized and existing under the laws of the State of
                
having a place of business at
                           
(the “Assignee”), is desirous of acquiring the Marks and the registrations
thereof and registration applications therefor;


 


NOW, THEREFORE, for good and valuable consideration,
receipt of which is hereby acknowledged, the Assignor does hereby assign, sell
and transfer unto the Assignee all right, title and interest in and to the
Marks, together with (i) the registrations of and registration applications for
the Marks, (ii) the goodwill of the business symbolized by and associated with
the Marks and the registrations thereof, and (iii) the right to sue and recover
for, and the right to profits or damages due or accrued arising out of or in
connection with, any and all past, present or future infringements or dilution
of or damage or injury to the Marks or the registrations thereof or such
associated goodwill.


 


This Assignment of Trademarks and Service Marks (U.S.)
is intended to and shall take effect as a sealed instrument at such time as the
Assignee shall complete this instrument by inserting its name in the second
paragraph above and signing its acceptance of this Assignment of Trademarks and
Service Marks (U.S.) below.


 


14

















 


IN WITNESS WHEREOF,
the Assignor, by its duly authorized officer, has executed this assignment, as
an instrument under seal, on this     day of
                  ,
2002.


 


	
   

  	
  APCOA/STANDARD PARKING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Title:

  



 


 


The foregoing assignment of the Marks and the
registrations thereof and registration applications therefor by the Assignor to
the Assignee is hereby accepted as of the     day of
               ,
2002.


 


	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Title:

  



 


15

















 


CERTIFICATE OF ACKNOWLEDGMENT


 


	
  STATE OF

  	
  )

  
	
   

  	
  )ss.

  
	
  COUNTY OF

  	
  )

  



 


Before me, the undersigned, a Notary Public in and for
the county aforesaid, on this     day of
                  ,
2002 personally appeared                     
to me known personally, and who, being by me duly sworn, deposes and says that
he is the
                 
of APCOA/Standard Parking, Inc., and that said instrument was signed on behalf
of said corporation by authority of its Board of Directors, and said
                   
acknowledged said instrument to be the free act and deed of said corporation.


 


 


	
  [Seal]

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
  My commission expires:

  



 


16

















 


EXECUTION COPY


 


SCHEDULE A

TO

TRADEMARK COLLATERAL SECURITY

AND PLEDGE AGREEMENT


 


U.S. TRADEMARKS & SERVICEMARKS


 


	
  Service Mark

  	
   

  	
  Description

  	
   

  	
  Date of
  First

  Use

  	
   

  	
  Federal
  Registration

  No.

  	
   

  	
  Original
  Registration

  Date

  	
   

  	
  Expiration
  Date

  
	
  Advanced Parking
  Technology

  	
   

  	
   

  	
   

  	
  Before 12/1993

  	
   

  	
  1,910,820

  	
   

  	
  8/8/1995

  	
   

  	
  8/8/2005

  
	
  Airport Parking and
  Design

  	
   

  	
  Airplane over city with
  “Airport Parking”

  	
   

  	
  1951

  	
   

  	
  612,343

  	
   

  	
  9/13/1955

  	
   

  	
  9/13/2005

  
	
  Ambiance in Parking

  	
   

  	
  Ambiance in Parking

  	
   

  	
  3/31/1986

  	
   

  	
  1,443,582

  	
   

  	
  6/16/1987

  	
   

  	
  6/16/2007

  
	
  APCOA
  Committed to Customer Satisfaction and Design

  	
   

  	
  Inverted triangle used
  as company logo

  	
   

  	
  8/23/91

  	
   

  	
  2,119,200

  	
   

  	
  12/9/97

  	
   

  	
  12/9/2007

  
	
  APCOA
  Committed to Customer Satisfaction 

  Parking Property and Management and Design

  	
   

  	
  Inverted triangle
  w/words “Parking Property and Management”

  	
   

  	
  12/5/95

  	
   

  	
  2,200,900

  	
   

  	
  11/3/98

  	
   

  	
  11/3/2008

  
	
  APCOA

  	
   

  	
  “vehicle parking
  services”

  	
   

  	
  1964

  	
   

  	
  1,070,394

  	
   

  	
  7/26/1977

  	
   

  	
  7/26/2007

  
	
  APCOA

  	
   

  	
  “urban and hospital
  parking”

  	
   

  	
  1964

  	
   

  	
  1,037,009

  	
   

  	
  3/30/1976

  	
   

  	
  3/30/2006

  
	
  APCOA and Design

  	
   

  	
  APCOA across a globe

  	
   

  	
  1964

  	
   

  	
  870,643

  	
   

  	
  6/3/1969

  	
   

  	
  6/3/2009

  
	
  APCOA Client View

  	
   

  	
  APCOA Client View and
  Design

  	
   

  	
  8/9/1995

  	
   

  	
  2,190,250

  	
   

  	
  9/22/1998

  	
   

  	
  9/22/2008

  
	
  APCOA/Standard Parking
  and design

  	
   

  	
  [logo]

  APCOA/Standard Parking

  	
   

  	
  6/30/1998

  	
   

  	
  2,440,003

  	
   

  	
  4/3/2001

  	
   

  	
  4/3/2011

  
	
  APCOA/Standard Parking,
  Inc. design

  	
   

  	
  [logo]

  	
   

  	
  4/1/1998

  	
   

  	
  2,355,026

  	
   

  	
  6/6/2000

  	
   

  	
  6/6/2010

  
	
  APCOA/Standard Parking,
  Inc. wordmark

  	
   

  	
  APCOA/Standard Parking

  	
   

  	
  6/30/1998

  	
   

  	
  2,440,069

  	
   

  	
  4/3/2001

  	
   

  	
  4/3/2011

  



 


17

















 


U.S. TRADEMARKS & SERVICEMARKS


 


	
  Service
  Mark

  	
   

  	
  Description

  	
   

  	
  Date of
  First Use

  	
   

  	
  Federal
  Registration No.

  	
   

  	
  Original
  Registration Date

  	
   

  	
  Expiration
  Date

  	
   

  
	
  Books-to-Go

  	
   

  	
   

  	
   

  	
  Before 5/1997

  	
   

  	
  2,165,753

  	
   

  	
  6/16/1998

  	
   

  	
  6/16/2008

  	
   

  
	
  CP and design

  	
   

  	
  White “P” in black
  circle with “Central Park” written underneath.

  	
   

  	
  Before 9/1991

  	
   

  	
  1,743,612

  	
   

  	
  12/29/1992

  	
   

  	
  12/29/2002

  	
   

  
	
  Expresslane and design

  	
   

  	
   

  	
   

  	
  12/1/1998

  	
   

  	
  2,345,554

  	
   

  	
  4/25/2000

  	
   

  	
  4/25/2010

  	
   

  
	
  Expresslane wordmark

  	
   

  	
  Expresslane

  	
   

  	
  12/1/1998

  	
   

  	
  2,343,620

  	
   

  	
  4/18/2000

  	
   

  	
  4/18/2010

  	
   

  
	
  Films-to-Go

  	
   

  	
   

  	
   

  	
  Before 3/1999

  	
   

  	
  2,398,666

  	
   

  	
  10/24/2000

  	
   

  	
  10/24/2010

  	
   

  
	 
	
  Little Parkers

  	
   

  	
   

  	
   

  	
  Before 8/2000

  	
   

  	
  Trademark
  Application filed — Serial No. 76/107287, filed 8/10/2000; waiting upon final
  Application acceptance.

  	
   

  	
   

  	
   

  	
  Pending

  	 

	 
	
  O’Hare
  Frequent Parker

  	
   

  	
   

  	
   

  	
  Before 6/1994

  	
   

  	
  74/538106

  	
   

  	
   

  	
   

  	
  ABANDONED

  	 

	 
	
  Park Air Express

  	
   

  	
   

  	
   

  	
  1983

  	
   

  	
  1,589,359

  	
   

  	
  3/27/1990

  	
   

  	
  3/27/2010

  	 

	 
	
  ParkAlert

  	
   

  	
   

  	
   

  	
  7/2/1993

  	
   

  	
  1,886,740

  	
   

  	
  3/28/1995

  	
   

  	
  3/28/2005

  	 

	 
	
  ParkNet

  	
   

  	
   

  	
   

  	
  12/8/1989

  	
   

  	
  1,698,506

  	
   

  	
  6/30/1992

  	
   

  	
  6/30/2002

  	 

	 
	
  Pride in Parking

  	
   

  	
  Pride in Parking

  	
   

  	
  8/31/1991

  	
   

  	
  1,435,959

  	
   

  	
  4/7/1987

  	
   

  	
  4/7/2007

  	 

	 
	
  Representation of
  Airplane and Building

  	
   

  	
  Airplane over city

  	
   

  	
  1951

  	
   

  	
  612,789

  	
   

  	
  9/20/1955

  	
   

  	
  9/20/2005

  	 

	 
	
  SpeedStat

  	
   

  	
   

  	
   

  	
  Before 9/7/2000

  	
   

  	
  Trademark
  Application filed — Serial No. 76/123950, filed 9/7/2000; waiting upon final
  Application acceptance.

  	
   

  	
   

  	
   

  	
  Pending

  	 

																					



 


18

















U.S. TRADEMARKS & SERVICEMARKS


 


	
  Service Mark

  	
   

  	
  Description

  	
   

  	
  Date of
  First Use

  	
   

  	
  Federal
  Registration No.

  	
   

  	
  Original
  Registration Date

  	
   

  	
  Expiration
  Date

  
	
  Standard Parking
  Corporation

  	
   

  	
  Standard Parking
  Corporation

  	
   

  	
  1983

  	
   

  	
  1,893,361

  	
   

  	
  5/9/1995

  	
   

  	
  5/9/2005

  
	
  Standard Parking
  Corporation and design

  	
   

  	
   

  	
   

  	
  Before 3/1985

  	
   

  	
  1,364,917

  	
   

  	
  10/8/1985

  	
   

  	
  10/8/2005

  
	
  Standard Parking
  Corporation Design

  	
   

  	
  Driveway design

  	
   

  	
  9/1/1973

  	
   

  	
  1,364,917

  	
   

  	
  10/8/1985

  	
   

  	
  10/8/2005

  
	
  Standard Parking, an
  APCOA/Standard Parking Company and design

  	
   

  	
  [logo] 

  Standard Parking

  	
   

  	
  4/1/1998

  	
   

  	
  2,440,002

  	
   

  	
  4/3/2001

  	
   

  	
  4/3/2011

  
	
  The Parking
  Exchange

  	
   

  	
   

  	
   

  	
  Before 10/1992

  	
   

  	
  327505

  	
   

  	
   

  	
   

  	
  ABANDONED

  
	
  The Standard Parking
  Exchange and design

  	
   

  	
   

  	
   

  	
  10/30/1992

  	
   

  	
  1,841,502

  	
   

  	
  6/21/1994

  	
   

  	
  6/21/2004

  
	
  Valet Parking

  	
   

  	
   

  	
   

  	
  Before 8/2000

  	
   

  	
  Trademark
  Application filed -Serial No. 76/107288 filed 8/10/2000; waiting upon final
  application acceptance

  	
   

  	
   

  	
   

  	
  Pending

  
	
  We Have a Spot for You

  	
   

  	
   

  	
   

  	
  11/23/1998

  	
   

  	
  2,360,282

  	
   

  	
  6/20/2000

  	
   

  	
  6/20/2010

  



 


19

















 


STATE
REGISTRATIONS


 


	
  State/County

  	
   

  	
  Business name

  	
   

  	
  Date of First Use

  	
   

  	
  Registration No.

  	
   

  	
  Registration Date

  
	
  California

  	
   

  	
  Executive Parking Industries, L.L.C.

  	
   

  	
  1/10/1997

  	
   

  	
  101997010029

  	
   

  	
  1/10/1997

  
	
  California (Los Angeles County)

  	
   

  	
  Park Air Express

  	
   

  	
   

  	
   

  	
  982089876

  	
   

  	
  11/16/1998

  
	
  Connecticut

  	
   

  	
  APCOA Bradley Parking Company, LLC

  	
   

  	
   

  	
   

  	
  000206981

  	
   

  	
  2/3/00

  
	
  Connecticut

  	
   

  	
  Bradley Airport Parking Limited Partnership

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4/4/00

  
	
  Delaware (New Castle County)

  	
   

  	
  Advanced Parking Technology

  	
   

  	
  5/1/1994

  	
   

  	
  N/A

  	
   

  	
  11/30/1994

  
	
  Delaware

  	
   

  	
  Bradley Airport Parking Limited Partnership

  	
   

  	
   

  	
   

  	
  3168958 8300

  	
   

  	
  3/31/00

  
	
  Georgia (Fulton County)

  	
   

  	
  Park Air Express

  	
   

  	
  7/16/1998

  	
   

  	
  63 290

  	
   

  	
  2/11/1989

  
	
  Illinois

  	
   

  	
  Pride in Parking

  	
   

  	
  8/31/1981

  	
   

  	
  058862

  	
   

  	
  8/19/1986

  
	
  Illinois

  	
   

  	
  Books-to-Go

  	
   

  	
  4/7/1997

  	
   

  	
  080545

  	
   

  	
  5/22/1997

  
	
  Indiana

  	
   

  	
  APCOA Parking Venture I, Limited Partnership

  	
   

  	
  6/17/1993

  	
   

  	
  N/A

  	
   

  	
  6/21/1993

  
	
  Louisiana

  	
   

  	
  APCOA-GSP, L.P.

  	
   

  	
  12/30/1997

  	
   

  	
  N/A

  	
   

  	
  6/21/1993

  
	
  Louisiana

  	
   

  	
  APCOA Parking Venture III, Limited Partnership

  	
   

  	
  7/11/1996

  	
   

  	
  N/A

  	
   

  	
  7/11/1996

  
	
  Louisiana

  	
   

  	
  APCOA LaSalle Parking Company, LLC

  	
   

  	
  12/17/98

  	
   

  	
  BBE 34719252K

  	
   

  	
  12/14/98

  
	
  Michigan

  	
   

  	
  APCOA Parking Venture III, Limited Partnership

  	
   

  	
  7/8/1996

  	
   

  	
   

  	
   

  	
  7/15/1996

  
	
  Minnesota

  	
   

  	
  APCOA and design

  	
   

  	
   

  	
   

  	
  2.979

  	
   

  	
  1/12/1966

  
	
  Missouri

  	
   

  	
  APCOA-S.R.P Parking V Joint Venture

  	
   

  	
   

  	
   

  	
  X 249216

  	
   

  	
  1/2/1993

  
	
  Ohio

  	
   

  	
  Advanced Parking Technology

  	
   

  	
  5/1/1994

  	
   

  	
  RN 197C42

  	
   

  	
  11/14/1994

  
	
  Ohio

  	
   

  	
  APCOA-Atrium Parking Venture, L.P.

  	
   

  	
   

  	
   

  	
  901784

  	
   

  	
  4/14/1995

  
	
  Ohio

  	
   

  	
  APCOA-GSP., L.P.

  	
   

  	
  12/29/1997

  	
   

  	
  LP1866

  	
   

  	
  12/30/1997

  
	
  Ohio

  	
   

  	
  APCOA Parking Venture I, Limited Partnership

  	
   

  	
  6/17/1993

  	
   

  	
  FN 62549

  	
   

  	
  6/21/1993

  
	
  Ohio

  	
   

  	
  APCOA Parking Venture III, Limited Partnership

  	
   

  	
  6/12/1993

  	
   

  	
  944103

  	
   

  	
  6/13/1996

  
	
  Ohio

  	
   

  	
  APCOA Parking Venture V L.L.C.

  	
   

  	
  11/1/1999

  	
   

  	
  1112348

  	
   

  	
  11/1/1999

  
	
  Ohio

  	
   

  	
  APCOA-SRP Parking Limited Partnership

  	
   

  	
  2/1/1988

  	
   

  	
  908823

  	
   

  	
  6/29/1995

  
	
  Ohio

  	
   

  	
  APCOA-SRP Parking II Limited

  	
   

  	
  10/15/1990

  	
   

  	
  908824

  	
   

  	
  6/29/1995

  



 


 


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  State/County

  	
   

  	
  Business name

  	
   

  	
  Date of First Use

  	
   

  	
  Registration No.

  	
   

  	
  Registration Date

  
	
  Ohio

  	
   

  	
  APCOA-SRP Parking III

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1/21/1992

  
	
  Ohio

  	
   

  	
  Park-Air Express

  	
   

  	
  1/1/1986

  	
   

  	
  RN 86634

  	
   

  	
  9/9/1995

  
	
  Oklahoma

  	
   

  	
  APCOA

  	
   

  	
  1963

  	
   

  	
  14152

  	
   

  	
  1/10/1996

  
	
  Pennsylvania

  	
   

  	
  Penn-Ohio Park Air Express

  	
   

  	
   

  	
   

  	
  1595418

  	
   

  	
  8/20/1990

  
	
  Pennsylvania

  	
   

  	
  Park Air Express

  	
   

  	
   

  	
   

  	
  1595414

  	
   

  	
  8/20/1990

  
	
  South Carolina

  	
   

  	
  APCOA-GSP, L.P.

  	
   

  	
  12/30/1997

  	
   

  	
  N/A

  	
   

  	
  1/20/98

  
	
  South Dakota

  	
   

  	
  APCOA Parking Venture III, Limited Partnership

  	
   

  	
  7/22/1996

  	
   

  	
  N/A

  	
   

  	
  7/22/1996

  
	
  Texas

  	
   

  	
  Express Auto Park

  	
   

  	
   

  	
   

  	
  53635-06

  	
   

  	
  12/4/1995

  
	
  Texas (Dallas)

  	
   

  	
  Advanced Parking Technology

  	
   

  	
  5/1/1994

  	
   

  	
  N/A

  	
   

  	
  2/27/1995

  



 


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