EXHIBIT
10.12


 


EXECUTION
COPY


 


MEMORANDUM
OF GRANT OF SECURITY INTEREST IN COPYRIGHTS


 


THIS MEMORANDUM OF GRANT OF SECURITY INTEREST IN
COPYRIGHTS is dated as of January 11th, 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 Agent and 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;
and


 


WHEREAS, it is a condition precedent to the issuance
of the Notes that Assignor shall have executed and delivered this Memorandum of
Grant of Security Interest in Copyrights (as it may be amended, restated,
modified or supplemented and in effect from time to time, this “Copyright
Memorandum”) 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 of even date herewith (the “Security Agreement”), by the Assignor
and the Guarantors in favor of the
Agent for itself and the Holders, pursuant to which the Assignor has granted to
the Agent, for the benefit of the Agent and the Holders, a second priority
security interest in substantially all of the Assignor’s existing and
after-acquired personal property and fixture assets (the “Collateral”),
including without limitation (i) the copyrights and all other rights in and to
the works identified in Exhibit A attached hereto, (ii) the copyrights
and all other rights in and to all other copyrighted or copyrightable works of
the Assignor now or hereafter existing or now owned or hereafter acquired,
whether or not identified by a title and/or United States Copyright Office
registration 


 

















 


number, whether or not identified on Exhibit A attached hereto,
and whether or not registered with the United States Copyright Office, and
(iii) all proceeds from the sale, exchange, license, lease or other transfer or
disposition or collection of any of the foregoing (in whole or in part) or of
any right or interest therein, and all proceeds or other value received and
attributable (in whole or in part) to the ownership, possession or use of any
of the foregoing (including without limitation any amounts recovered or
recoverable on account of any infringement or misappropriation thereof), all to
secure the payment and performance in full of the Notes and the other
obligations of the Assignor and the Guarantors under the Indenture; and


 


WHEREAS, this Copyright Memorandum is supplemental to
the provisions contained in the Security Agreement;


 


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


 


The Assignor hereby grants to the Agent, for the
benefit of the Agent and the Holders, and notice is hereby given that the
Assignor has granted to the Agent, for the benefit of the Agent and the
Holders, a second priority security interest in the Collateral, all in accordance
with the terms and conditions of the Security Agreement.


 


The Assignor hereby further authorizes the Agent (i)
to modify this Copyright Memorandum, without the necessity of the Assignor’ s
further approval or signature, by amending Exhibit A hereto to include
any other copyrights or other rights in and to the copyrighted or copyrightable
works in which the Assignor now has or hereafter acquires any right, title or
interest, and (ii) to take such further actions as may be necessary or
appropriate to obtain and perfect the Agent’s security interest in any such
right, title or interest of the Assignor (including but not limited to
recording any such amended Copyright Memorandum with the United States
Copyright Office).


 


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


 


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IN
WITNESS WHEREOF, this Memorandum of Grant of Security
Interest in Copyrights has been executed as an instrument under seal as of the
day and year first above written.


 


	
   

  	
   

  	
  APCOA/STANDARD PARKING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Marc Baumann

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief Financial Officer,

  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILMINGTON TRUST COMPANY, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Nesci

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James D. Nesci

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signer

  



 


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EXHIBIT
A

TO MEMORANDUM OF GRANT

OF SECURITY INTEREST IN COPYRIGHTS


 


 


COPYRIGHTS


 


	
  Certificate
  of Copyright Registration

  	
   

  	
  Author

  	
   

  	
  Registration
  No.

  	
   

  	
  Registration
  Date

  	
   

  
	
  Client View Computer Program

  	
   

  	
  APCOA, Inc.

  	
   

  	
  TX 4-350-380

  	
   

  	
  July 22, 1996

  	
   

  
	
  Hand-Held
  Program

  	
   

  	
  APCOA, Inc.

  	
   

  	
  TXu 437 515

  	
   

  	
  September 24, 1990

  	
   

  
	
  License Plate
  Inventory Program

  	
   

  	
  APCOA, Inc.

  	
   

  	
  TXu 437 516

  	
   

  	
  September 24, 1990

  	
   

  
	
  ParkStat
  Reference Manual

  	
   

  	
  APCOA, Inc.

  	
   

  	
  TX 3-612-384

  	
   

  	
  July 23, 1993

  	
   

  
	
  ParkStat

  	
   

  	
  APCOA, Inc.

  	
   

  	
  TX 3-742-360

  	
   

  	
  July 19, 1993

  	
   

  



 


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