EXHIBIT
10.7


 


EXECUTION
COPY


 


ASSIGNMENT
OF PARTNERSHIP INTERESTS


SECURITY
AGREEMENT


 


THIS ASSIGNMENT OF PARTNERSHIP INTERESTS SECURITY
AGREEMENT dated as of January 11, 2002 is by and between APCOA/STANDARD
PARKING, INC., a Delaware corporation (the “Borrower”), and WILMINGTON TRUST
COMPANY, as trustee and collateral agent (hereinafter, in such capacity, the
“Agent”) for itself and the several holders (the “Holders”) of the 14% Senior
Subordinated Second Lien Notes due 2006 (the “Notes”) issued by the Borrower,
pursuant to an indenture dated as of even date herewith (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), among
the Borrower, each of the Borrower’s subsidiaries named on the signature pages
thereto (the “Guarantors”) and the Agent.


 


W I T N E S S E T H:


 


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


 


WHEREAS, the Borrower is a member of an affiliated
group of companies that includes each of the Guarantors;


 


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


 


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


 


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


 


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


 


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


 



















 


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


 


1.             Definitions.


 


1.1.          Certain
Defined Terms.  All capitalized
terms used herein without definition shall have the respective meanings
provided therefor in the Amended and Restated Credit Agreement, dated as of
even date herewith, by and among the Borrower and LaSalle Bank National
Association (“LaSalle”) as agent and the lenders party thereto (as such
agreement may be amended, restated, modified or supplemented and in effect from
time to time, the “Credit Agreement”). 
Terms used herein and not defined in the Credit Agreement or otherwise
defined herein that are defined in the UCC have such defined meanings herein,
unless the context otherwise indicates or requires.  The following terms shall have the following meanings:


 


Partnership Agreements.  The Agreements of Limited Partnership of
each of the Subsidiaries pursuant to which such Subsidiaries were formed, as
the same may be amended, restated, modified or supplemented and in effect from
time to time.


 


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


 


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


 


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


 


1.2.          Other
Definitional Provisions.  Any of the
defined terms used herein may, unless the context otherwise requires, be used
in the singular or the plural depending on the reference.


 


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All references to statutes and related regulations shall include
(unless otherwise specifically provided herein) any amendments of the same and
any successor statutes and regulations.


 


2.             Grant
of Second Priority Security Interests. 
The Borrower hereby grants to the Agent, for the benefit of itself and
the Holders, continuing second priority security interests in, a right of
setoff against, and an assignment to the Agent, for the benefit of itself and
the Holders, of all right, title and interest of the Borrower in and to the
Partnership Interests, except to the extent that (i) any such Partnership
Interest is not assignable or capable of being encumbered as a matter of law or
under the terms of the Partnership Agreement applicable thereto (but solely to
the extent that any such restriction shall be enforceable under the UCC and
other applicable law), without the consent of the applicable party or parties
thereto other than the Borrower and (ii) such consent has not been obtained
(collectively, “Excluded Partnership Interests” and, as the case may be,
“Excluded Partnership Agreements”);  provided,
however, that upon obtaining the consent of the party or parties to any
such Partnership Agreement (other than the Borrower) with respect to any such
otherwise Excluded Partnership Interests and/or Excluded Partnership Agreement,
the terms “Partnership Interests” and “Partnership Agreement” shall thereafter
include the same to the extent permitted by such consents.


 


2.1.          Ranking;
Subordination.  Notwithstanding
anything to the contrary in this Agreement, the security interests granted
herein to the Agent for the ratable benefit of the Agent and the Holders shall
be junior and subordinate to the claims of the agent and the lenders under the
Credit Agreement as provided in the Indenture. 
Furthermore, notwithstanding anything to the contrary in this Agreement,
the Agent will not be able to exercise any rights or claims against the
Partnership Interests until and unless such party is permitted to do so
pursuant to the Intercreditor Agreement, dated as of even date herewith, among
LaSalle, as agent for the lenders under the Credit Agreement, Wilmington Trust
Company, as trustee under the Indenture, on behalf of the Holders, the Company
and the Guarantors.  As provided in, and
subject to the terms of, the Intercreditor Agreement, the Agent will follow any
instructions given to it by the representative of the lenders under the Credit
Agreement and, so long as amounts or commitments to lend remain outstanding
under the Credit Agreement, the lenders under the Credit Agreement will make
all determinations and decisions relating to the disposal of the Partnership
Interests.


 


3.             Security
for the Notes.  This Agreement and
the second priority security interest in and pledge of the Partnership
Interests evidenced hereunder are made with and granted to the Agent, for the
benefit of the Holders and the Agent, as security for the payment and
performance in full of all obligations under the Indenture.


 


4.             Representations
and Warranties.  The Borrower
represents and warrants that:


 


(a)           the Borrower is the sole owner of
each item of the Partnership Interests, free and clear of any and all liens and
claims whatsoever except for the second priority security interest granted to
the Agent, for the benefit of the Holders and the Agent, pursuant to this
Agreement and except for the first priority security interest granted to
LaSalle and the lenders under the Credit Agreement.


 


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(b)           The Borrower’s interests in each of
the Subsidiaries consists of the percentage general partnership interest and
percentage limited partnership interest, including the same percentage
interests in all distributions by each of the Subsidiaries to its respective
partners of cash or other property, whether in complete or partial liquidation
or otherwise, as set forth on Annex A hereto.


 


(c)           The Borrower has all power, statutory
and otherwise, to execute and deliver this Agreement, to perform the Borrower
’s obligations hereunder and to subject the Partnership Interests to the second
priority security interest created hereby, all of which has been duly
authorized by all necessary action.


 


(d)           No amendments or supplements have
been made to any of the Partnership Agreements since they were originally
entered into; each such Partnership Agreement remains in effect; and no party
to any of the Partnership Agreements are presently in default thereunder.


 


(e)           No authorization, approval, or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required (other than filing 
in appropriate governmental offices UCC financing statements in favor of
the Agent as secured party evidencing the security interests granted hereunder)
either (i) for the Borrower’s granting of a second priority security interest
in the Partnership Interests pursuant to this Agreement for the execution,
delivery or performance of this Agreement by the Borrower or (ii) for the
exercise by the Agent of the rights provided for in this Agreement or the remedies
in respect of the Partnership Interests pursuant to this Agreement (except as
may be required in connection with such disposition by laws affecting the
offering and sale of securities generally).


 


(f)            Upon the transfer of the Partnership
Interests, or any portion thereof, to any party pursuant to §11 below, each of
the Subsidiaries shall continue in existence and the Partnership Agreement of
each Subsidiary provides for such continuation.


 


(g)           The mailing address, chief place of
business, the chief executive office and the office where Borrower keeps its
books and records relating to the Partnership Interests are located at the
places specified on Exhibit A hereto.


 


5.             Covenants.  The Borrower covenants and agrees that from
and after the date of this Agreement and until the obligations of the Borrower
and the Guarantors under the Indenture are fully paid and satisfied:


 


5.1.          Further
Documentation; Pledge of Instruments. 
At any time and from time to time, at the sole expense of the Borrower,
the Borrower will promptly and duly execute and deliver any and all such
further instruments and documents and take such further actions as may be
required by applicable law or as the Agent may reasonably request to obtain the
full benefits of this Agreement and of the rights and powers herein granted or
reaffirmed, including, without limitation, the execution and filing of any
financing or continuation statements under the UCC in effect in any
jurisdiction with respect to the security interest granted or reaffirmed hereby
and, if 


 


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otherwise required hereunder, transferring certificates or documents
evidencing Partnership Interests to the possession of LaSalle (as agent of the
Agent pursuant to the Intercreditor Agreement), or if the Credit Agreement is
no longer in effect, to the Agent (if a security interest in such certificates
or documents evidencing Partnership Interests can be perfected by
possession).  The Borrower also hereby
authorizes the Agent to file any such financing or continuation statement
without the signature of the Borrower to the extent otherwise permitted by
applicable law.  If any amount payable
under or in connection with any of the Partnership Interests shall be or become
evidenced by any promissory note or other instrument (other than an instrument
which constitutes chattel paper under the UCC), such note or instrument shall
be immediately pledged hereunder and a second priority security interest
therein hereby granted to the Agent and shall be duly endorsed without recourse
or warranty in a manner satisfactory to the Agent and delivered to the
Agent.  If at any time the Borrower ’s
right or interest in any of the Partnership Interests becomes an interest in
real property, the Borrower immediately shall execute, acknowledge and deliver
to the Agent such further documents as may be required by applicable law or as
the Agent may reasonably request to create a second priority perfected mortgage
lien in favor of the Agent in such real property interest.


 


5.2.          Priority
of Liens.  The Borrower will defend
the right, title and interest hereunder of the Agent, as a second priority
security interest in the Partnership Interests, against the claims and demands
of all Persons whomsoever, other than those in favor of LaSalle while the
Credit Agreement is in effect.


 


5.3.          Continuous
Perfection.  The Borrower will not
change the Borrower’s name  in any
manner which might make any financing or continuation statement filed hereunder
seriously misleading within the meaning of any applicable provision of the UCC
unless the Borrower shall have given the Agent at least thirty (30) days prior
written notice thereof and shall have taken all action (or made arrangements to
take such action substantially simultaneously with such change if it is
impossible to take such action in advance) required by applicable law or as may
be reasonably requested by the Agent to amend such financing statement or
continuation statement so that it is not seriously misleading.  The Borrower will not sign or authorize the
signing on the Borrower’s behalf of the filing of any financing statement
naming the Borrower as debtor covering all or any portion of the Partnership
Interests, except financing statements naming the Agent as secured party and except
for financing statements naming LaSalle as secured party in respect of the
first priority security interest securing the lenders under the Credit
Agreement.


 


5.4.          Transfers
and Other Liens.  The Borrower will
not directly or indirectly sell, pledge, mortgage, assign, transfer, or
otherwise dispose of or create or suffer to be created any lien, security
interest, charging order, or encumbrance on any of the Partnership Interests or
the assets of  each of the Subsidiaries
other than the liens in favor of the Agent for the benefit of the Agent and the
Holders and other than the security interests in favor of LaSalle securing the
lenders under the Credit Agreement.


 


5.5.          Performance
of Obligations.  The Borrower will
perform all of the Borrower’s obligations under each of the Partnership
Agreements prior to the time that any interest or penalty would attach against
the Borrower or any of the Partnership Interests as a result of the Borrower’s
failure to perform any of such obligations, and the Borrower will do all things


 


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necessary to maintain each of the Subsidiaries as a limited or general
partnership (as applicable) under the laws of the jurisdiction of organization
and to maintain the Borrower’s interest as a limited or general partner in each
of the Subsidiaries in full force and effect without diminution.


 


5.6.          Partnership
Agreement.  The Borrower will not
(x) suffer or permit any amendment or modification of any of the Partnership
Agreements which is or can reasonably be expected to be adverse to the
interests of the Agent and the Holders, except in accordance with the
Indenture, or (y) waive, release, or compromise any rights or claims the
Borrower may have against any other party which arise under any of the
Partnership Agreements.  The Borrower
will not vote under any of the Partnership Agreements to cause any of the
Subsidiaries to dissolve, liquidate, merge or consolidate with any other entity
or take any other action under such Partnership Agreement that would adversely
affect the Security Interests, including, without limitation, the value or
priority thereof.  The Borrower will not
permit, suffer or otherwise consent to the issuance of any new or additional
partnership interests or options or other agreements granting any right to
receive partnership interests in any of the Subsidiaries.


 


5.7.          Uncertificated
Securities.  If at any time the
Partnership Interests constitutes a “security” as defined in Article 8 of the
UCC, the Borrower shall, or shall permit the Agent to, promptly take all action
necessary or appropriate to cause the Agent to have, subject to the terms of
the Intercreditor Agreement, sole and exclusive “control” over the Partnership
Interests, as such term is defined in Article 9 of the UCC.  At all times the Borrower shall take, or
shall permit the Agent to take, all action necessary or appropriate to create,
perfect and maintain a second perfected priority security interest in the
Partnership Interests in favor of the Agent.


 


6.             The
Borrower’s Powers.


 


(a)           So
long as an “Event of Default” (as hereinafter defined) shall not then exist,
the Borrower shall be the sole party entitled (1) to exercise for any purpose
any and all (i) voting rights and (ii) powers, and (2) to receive any and all
distributions, in each case arising from or relating to the Partnership
Interests; provided, however, that the Borrower shall not
exercise such rights or powers, or consent to any action of any of the
Subsidiaries that would be in contravention of the provisions of, or constitute
an Event of Default under, this Agreement or the Indenture.


 


(b)           Upon
the occurrence and during the continuance of an Event of Default, unless the
Agent designates in writing to the Borrower to the contrary, all rights of the
Borrower provided in §6(a) hereof shall cease, and all voting rights and powers
and rights to distributions included in the Partnership Interests or otherwise
described in such §6(a) shall thereupon become vested in LaSalle (as agent
under the Credit Agreement and as agent for the Agent pursuant to the
Intercreditor Agreement), or if the Credit Agreement is no longer in effect,
the Agent, and LaSalle, or if the Credit Agreement is no longer in effect, the
Agent shall thereafter have the sole and exclusive right and authority to
exercise such voting rights and powers. 
The Borrower shall execute such documents and instruments, including but
not limited to, statements that the Borrower no longer has the right to act as
a limited or general partner or otherwise relating to such change as the Agent
may request.  The Borrower agrees that
each of the Subsidiaries and 


 


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any partner of any of the Subsidiaries may rely conclusively upon any
notice from the Agent that the Agent has the right and authority to exercise
all rights and powers of the Borrower as a general partner and/or limited
partner under the Partnership Agreements of each of the Subsidiaries.  The Borrower irrevocably waives any claim or
cause of action against any of the Subsidiaries or any partner of any of the
Subsidiaries who deals directly with the Agent following receipt of such notice
from the Agent.


 


7.             Agent’s
Appointment as Attorney-in-Fact.


 


(a)           The
Borrower hereby irrevocably constitutes and appoints LaSalle, or if the Credit
Agreement is no longer in effect, the Agent and each officer or agent of
LaSalle, or if the Credit Agreement is no longer in effect, the Agent with full
power of substitution, as the Borrower’s true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead of the Borrower and
in the name of the Borrower or in such attorney-in-fact’s own name, from time
to time in the discretion of each such attorney-in-fact following the
occurrence of an Event of Default, for the purpose of carrying out the terms of
this Agreement, to take any and all appropriate action and to execute any and
all documents and instruments which may be necessary or desirable to accomplish
the purposes of this Agreement and, without limiting the generality of the
foregoing, hereby gives each such attorney-in-fact the power and right, from
and after an Event of Default, on behalf of the Borrower, without notice to or
assent by the Borrower, to do the following:


 


(i)            to collect and otherwise take
possession of and title to any and all distributions of cash or other property
due or distributable at any time after the date hereof to the Borrower as a
limited or general partner from each of the Subsidiaries, whether in complete or
partial liquidation or otherwise, and to prosecute or defend any action or
proceeding in any court of law or equity or otherwise deemed appropriate by
such attorney-in-fact for the purpose hereof;


 


(ii)           to ask, demand, collect, receive and
give acceptances and receipts for any and all moneys due and to become due
under any Partnership Interests and, in the name of the Borrower or such
attorney-in-fact’s own name or otherwise, to take possession of and endorse and
collect any checks, drafts, notes, acceptances or other instruments for the
payment of moneys due under any Partnership Interests and to file any claim or
to take any other action or proceeding in any court of law or equity or
otherwise deemed appropriate by such attorney-in-fact for the purpose of
collecting any and all such moneys due under any Partnership Interests whenever
payable;


 


(iii)          to pay or discharge taxes, liens,
security interests or other encumbrances levied or placed on or threatened
against the Partnership Interests; and


 


(iv) (A)   to direct any party liable for any payment
under any of the Partnership Interests to make payment of any and all moneys or
property due and to become due thereunder directly to the Agent or as such
attorney-in-fact shall direct; (B) to receive payment of and receipt for any
and all moneys, claims and other amounts or property due and to become due at
any time in respect of or arising out of any Partnership Interests;


 


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(C) to commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
collect or realize upon the Partnership Interests or any portion thereof and to
enforce any other right in respect of any Partnership Interests; (D) to defend
any suit, action or proceeding brought against the Borrower with respect to any
Partnership Interests; (E) to settle, compromise or adjust any suit, action or
proceeding described above and, in connection therewith, to give such
discharges or releases as such attorney-in-fact may deem appropriate; and (F)
generally to sell, transfer, pledge, make any agreement with respect to or
otherwise deal with any of the Partnership Interests (or any interests therein)
as fully and completely as though such attorney-in-fact were the absolute owner
thereof for all purposes, and to do, at the option of such attorney-in-fact at
the Borrower’s expense, at any time, or from time to time, all acts and things
which such attorney-in-fact reasonably deems necessary to protect, preserve or
realize upon the Partnership Interests and the security interest of the Agent
therein, in order to effect the intent of this Agreement, all as fully and
effectively as the Borrower might do.


 


The Borrower hereby ratifies, to the extent permitted
by law, all that said attorney shall lawfully do or cause to be done by virtue
hereof.  This power of attorney is a
power coupled with an interest and shall be irrevocable.


 


(b)           The
powers conferred on each attorney-in-fact hereunder are solely to protect the
interest in the Partnership Interests of the Agent and shall not impose any
duty upon any such attorney-in-fact to exercise any such powers.  Each such attorney-in-fact shall be
accountable only for amounts and property that it actually receives as a result
of the exercise of such powers and neither it nor any of its officers,
directors, employees or agents shall be responsible to the Borrower for any act
or failure to act unless such action or failure to act constitutes gross
negligence or willful misconduct.


 


(c)           The
Borrower also authorizes the Agent and each officer  or agent of the Agent at any time and from time to time upon the
occurrence of any Event of Default, to execute, in connection with the sale
provided for in §11 of this Agreement, any endorsements, assignments or other
instruments of conveyance or transfer with respect to any of the Partnership
Interests.


 


8.             Distributions.  Following the occurrence of and during the
continuance of an Event of Default, the Borrower hereby grants the Agent full
irrevocable power and authority to receive and hold at any such time cash and
non-cash distributions by each of the Subsidiaries on account of any of the
Partnership Interests (together with all interest, if any, earned thereon),
which may be held free and clear of the liens created hereby, and to convert
any such non-cash distributions to cash, and to apply any such cash
distributions, interest or proceeds of conversion in the manner specified in §
13 of this Agreement.


 


9.             Performance
by the Agent of the Borrower’s Obligations.  If the Borrower fails to perform or comply with any of the
Borrower’s agreements contained herein and the Agent as provided for by the
terms of this Agreement shall itself perform or comply, or otherwise cause performance
or compliance, with such agreement, the expenses of the Agent incurred in
connection with such performance or compliance, together with interest thereon
at the rate 


 


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following a default applicable to the Notes in effect from time to time
shall be payable by the Borrower to the Agent on demand and shall constitute
debt secured hereby.


 


10.           Default.  Any “Event of Default” under the Indenture
shall constitute an “Event of Default” hereunder.


 


11.           Remedies.


 


(a)           Upon
the occurrence of any Event of Default, subject to the terms of the
Intercreditor Agreement, the Agent or the Agent’s designee may, at the Agent’s
option, elect to become a substituted limited or general partner (as
applicable) in any or all of the Subsidiaries with respect to the Partnership
Interests and the Borrower shall execute or cause to be executed all documents
necessary to evidence the Agent so becoming such a substituted limited or
general partner.  If any Event of
Default shall occur, the Agent or the Agent ’s designee may, subject to the
terms of the Intercreditor Agreement, exercise in addition to all other rights
and remedies granted to them in this Agreement and in any other instrument or
agreement securing, evidencing or relating to the Liabilities, all rights and
remedies of a secured party under the UCC. 
Without limiting the generality of the foregoing, the Borrower expressly
agrees that in any such event the Agent, without demand of performance or other
demand, advertisement or notice of any kind (except the notice specified below
of time and place of public or private sale) to or upon the Borrower or any
other person (all and each of which demands, advertisements and/or notices are
hereby expressly waived), may forthwith collect, receive, appropriate and
realize upon the Partnership Interests, or any part thereof, and/or may
forthwith sell, lease, assign, give option or options to purchase, or otherwise
dispose of and deliver any or all of said Partnership Interests (or contract to
do so), or any part thereof, in one or more parcels at public or private sale
or sales, at any exchange or broker’s board or at any of the Agent’s offices or
elsewhere at such prices as it may deem best, for cash or on credit or for
future delivery without the assumption of any credit risk.  The Borrower expressly acknowledges that
private sales may be less favorable to a seller than public sales but that
private sales shall nevertheless be deemed commercially reasonable and otherwise
permitted hereunder.  In view of the
fact that federal and state securities laws and/or other applicable laws may
impose certain restrictions on the method by which a sale of the Partnership
Interests may be effected, the Borrower agrees that upon the occurrence of an
Event of Default, the Agent may, from time to time, attempt to sell all or any
part of the Partnership Interests by means of a private placement, restricting
the prospective purchasers to those who will represent and agree that they are
purchasing for investment only and not for distribution.  In so doing, the Agent may solicit offers to
buy the Partnership Interests, or any part thereof, for cash, from a limited
number of investors deemed by the Agent in its judgment, to be financially
responsible parties who might be interested in purchasing the Partnership
Interests, and if the Agent solicits such offers, then the acceptance by the
Agent of the highest offer obtained therefrom shall be deemed to be a
commercially reasonable method of disposing of the Partnership Interests.


 


The Agent or the Agent’s designee shall have the right
upon any such public sale or sales, and, to the extent permitted by law, upon
any such private sale or sales, to purchase the whole or any part of said
Partnership Interests so sold, free of any right or equity of redemption, which
equity of redemption the Borrower hereby releases.  The Agent shall apply the net proceeds of 


 


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any such collection, recovery, receipt, appropriation, realization or
sale as provided in §13 of this Agreement. 
Only after so paying over such net proceeds and after the payment by the
Agent of any other amount required by any provision of law, including
§9-615(a)(3) of the UCC, need the Agent account for the surplus, if any, to the
Borrower.  To the extent permitted by
applicable law, the Borrower waives all claims, damages, and demands against
the Agent arising out of the repossession, retention or sale of the Partnership
Interests except in each case such as arise out of the gross negligence or
willful misconduct of the Agent.  The
Borrower agrees that the Agent need not give more than ten (10) days ’ notice
(which notification shall be deemed given in accordance with §22 hereof) of the
time and place of any public sale or of the time after which a private sale may
take place and that such notice is reasonable notification of such matters.


 


(b)           The
Borrower also agrees to pay all costs of the Agent, including reasonable
attorneys’ fees and expenses, incurred with respect to the collection of any of
the Liabilities or the enforcement of any of the Agent’s rights hereunder.


 


(c)           The
Borrower hereby waives presentment, demand, or protest (to the extent permitted
by applicable law) of any kind in connection with this Agreement or any
Partnership Interests.  Except for
notices provided for herein, the Borrower hereby waives notice (to the extent
permitted by applicable law) of any kind in connection with this Agreement.


 


(d)           The
Borrower recognizes that in the event the Borrower fails to perform, observe or
discharge any of the Borrower’s obligations hereunder, no remedy of law will
provide adequate relief to the Agent, and agrees that the Agent shall be
entitled to temporary and permanent injunctive relief in any such case without
the necessity of proving actual damages.


 


12.           Limitation
on Duty of the Agent with Respect to Partnership Interests.  Except as expressly provided in the UCC, the
Agent shall have no duty as to any Partnership Interests in its possession or
control or in the possession or control of any agent or nominee of the Agent or
as to any income thereon or as to the preservation of rights against prior
parties or any other rights pertaining thereto.


 


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


 


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


 


10



















 


incurred by the Agent in enforcing or protecting the Security Interests
or any of their rights or remedies under this Agreement shall be payable on
demand, shall bear interest until paid at the highest rate provided in the
Indenture applicable to the Notes and shall be secured by the Partnership
Interests.


 


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


 


16.           Marshaling.  Neither the Agent nor any the Agent shall be
required to marshal any present or future security for (including but not limited
to this Agreement and the Partnership Interests), or other assurances of
payment of, the Notes or any of them, or to resort to such security or other
assurances of payment in any particular order. 
All of the Agent’s rights hereunder and in respect of such security and
other assurances of payment shall be cumulative and in addition to all other
rights, however existing or arising.  To
the extent that it lawfully may, the Borrower hereby agrees that it will not
invoke any law relating to the marshaling of collateral that might cause delay
in or impede the enforcement of the Agent’s rights under this Agreement or
under any other instrument evidencing any of the Notes, and to the extent that
it lawfully may the Borrower hereby irrevocably waives the benefits of all such
laws.


 


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


 


18.           Further
Assurances.  The Borrower will do
all such acts, and will furnish to the Agent all such financing statements,
certificates, legal opinions and other documents and will obtain all such
governmental consents and corporate approvals and will do or cause to be done
all such other things as the Agent may reasonably request from time to time in
order to give full effect to this Agreement and to secure the rights of the
Agent and the Holders hereunder, all without any cost or expense to the Agent
or any Holder.  If the Agent so elects,
a photocopy of this Agreement may at any time and from time to time be filed by
the Agent as a financing statement in any recording office in any jurisdiction.


 


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


 


11



















 


20.           Agent’s
Exoneration.  Under no circumstances
shall the Agent be deemed to assume any responsibility for or obligation or
duty with respect to any part or all of the Partnership Interests of any nature
or kind or any matter or proceedings arising out of or relating thereto, other
than (i) to exercise reasonable care in the physical custody of any
certificates or documents evidencing any Partnership Interests and (ii) after
an Event of Default shall have occurred and be continuing to act in a
commercially reasonable manner.  The
Agent shall not be required to take any action of any kind to collect, preserve
or protect its or the Borrower’s rights in the Partnership Interests or against
other parties thereto.  The Agent’s
prior recourse to any part or all of the Partnership Interests shall not
constitute a condition of any demand, suit or proceeding for payment or
collection of the obligations under the Indenture.


 


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


 


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


 


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


 


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


 


25.           Entire
Agreement.  This Agreement, together
with the Indenture and the other security agreements contemplated thereby,
embodies the entire agreement and understanding between the Borrower and the
Holders relating to the Partnership Interests and supersedes all prior written
and oral agreements and understandings between the Borrower and the Holders
relating to the Partnership Interests.


 


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


 


12



















 


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


 


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


 


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


 


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


 


13



















 


IN
WITNESS WHEREOF, this Assignment of Partnership Interest
Security Agreement has been executed as of the day and year first above
written.


 


 


	
   

  	
  APCOA/STANDARD PARKING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Marc Baumann

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  G. Marc Baumann

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief Financial Officer, 

  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, as Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Nesci

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James D. Nesci

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signer

  



 


14



















 


Annex A


 


to
Assignment of Partnership Interest Security Agreement


 


	
  1.          NAME

  	
   

  	
  Record
  Owner

  	
   

  	
  Percentage of 

  Partnership Interests

  	
   

  
	
  APCOA Parking
  Venture I, Limited Partnership

  	
   

  	
  Borrower

  	
   

  	
  99

  	
  %

  
	
  APCOA-Atrium
  Parking Venture, L.P.

  	
   

  	
  Borrower

  	
   

  	
  98

  	
  %

  
	
  APCOA Parking
  Venture III, Limited Partnership

  	
   

  	
  Borrower

  	
   

  	
  99

  	
  %

  
	
  APCOA-GSP L.P.

  	
   

  	
  Borrower

  	
   

  	
  99

  	
  %

  
	
  APCOA-SRP
  Parking V

  	
   

  	
  Borrower

  	
   

  	
  51

  	
  %

  
	
  Bradley Airport
  Parking Limited Partnership

  	
   

  	
  Borrower

  	
   

  	
  60

  	
  %

  



 


15



















 


Exhibit
A


 


Locations


 


900 North Michigan Avenue


 


Suite 1600


 


Chicago, Illinois 60611


 


16