Exhibit
2.1




Execution
Copy


ASSET
PURCHASE AGREEMENT




AMONG




PCAA
PARENT, LLC,


a
Delaware limited liability company,




ITS
SUBSIDIARIES LISTED ON THE SIGNATURE PAGES HERETO




AND




CORINTHIAN-BAINBRIDGE
ZKS HOLDINGS, LLC




a
Delaware limited liability company







Dated as
of January 28, 2010


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Confidential


Table of
Contents




PageARTICLE
      I definitions
                    11.1
                    Certain
      Definitions.
                    11.2
                    Terms
      Defined Elsewhere in this Agreement
                    111.3
                    Other
      Definitional and Interpretive Matters.
                    13ARTICLE
      II PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES
                    142.1
                    Purchase
      and Sale of Assets.
                    142.2
                    Excluded
      Assets.
                    152.3
                    Assumption
      of Liabilities.
                    162.4
                    Excluded
      Liabilities.
                    172.5
                    Cure
      Amounts and Trade Payables.
                    182.6
                    Further
      Conveyances and Assumptions.
                    182.7
                    Bulk
      Sales Laws.
                    18ARTICLE
      III CONSIDERATION
                    193.1
                    Consideration.
                    193.2
                    Purchase
      Price Deposit
                    203.3
                    Payment
      of Purchase Price; Allocation of Proceeds.
                    203.4
                    Additional
      Escrow Amount
                    21ARTICLE
      IV CLOSING AND TERMINATION
                    214.1
                    Closing
      Date.
                    214.2
                    Deliveries
      by the Sellers.
                    214.3
                    Deliveries
      by Purchaser.
                    224.4
                    Termination
      of Agreement.
                    224.5
                    Procedure
      Upon Termination.
                    244.6
                    Effect
      of Termination.
                    24ARTICLE
      V REPRESENTATIONS AND WARRANTIES OF THE SELLERS
                    255.1
                    Organization
      and Good Standing.
                    255.2
                    Authorization
      of Agreement.
                    255.3
                    Conflicts;
      Consents of Third Parties.
                    255.4
                    Financial
      Statements.
                    265.5
                    Tangible
      Personal Property.
                    265.6
                    Absence
      of Certain Developments.
                    275.7
                    Taxes.
                    275.8
                    Real
      Property.
                    285.9
                    Intellectual
      Property.
                    295.10
                    Material
      Contracts.
                    305.11
                    Labor
      and Employee Benefits.
                    315.12
                    Litigation.
                    325.13
                    Compliance
      with Laws; Permits.
                    325.14
                    Environmental
      Matters.
                    335.15
                    Title
      to Purchased Assets; Status of Owned Real Property and Leased Real
      Property
                    33


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5.16
              Related-Party
      Transactions
              345.17
              Financial
      Advisors
              345.18
              No
      Other Representations or Warranties; Schedules
              34ARTICLE
      VI REPRESENTATIONS AND WARRANTIES OF PURCHASER
              356.1
              Organization
      and Good Standing
              356.2
              Authorization
      of Agreement
              356.3
              Conflicts;
      Consents of Third Parties
              356.4
              Litigation
              366.5
              Financial
      Advisors
              366.6
              Financial
      Capability
              366.7
              Condition
      of the Business
              376.8
              Bankruptcy
              37ARTICLE
      VII BANKRUPTCY COURT MATTERS
              377.1
              Expense
      Reimbursement and Break-Up Fee
              377.2
              Non-Solicitation
              387.3
              Bankruptcy
      Court Filings
              40ARTICLE
      VIII COVENANTS
              428.1
              Access
      to Information
              428.2
              Conduct
      of the Business Pending the Closing
              428.3
              Consents
              458.4
              Regulatory
      Approvals
              458.5
              Confidentiality
              468.6
              Preservation
      of Records
              478.7
              Publicity
              478.8
              Use
      of Name
              488.9
              Schedules
              488.10
              Title
      of Owned Real Property and Leased Real Property
              48ARTICLE
      IX EMPLOYEES AND EMPLOYEE BENEFITS
              509.1
              Employment
              509.2
              Employee
      Benefits
              50ARTICLE
      X CONDITIONS TO CLOSING
              5110.1
              Conditions
      Precedent to Obligations of Purchaser
              5110.2
              Conditions
      Precedent to Obligations of the Sellers
              5210.3
              Conditions
      Precedent to Obligations of Purchaser and the Sellers
              5210.4
              Frustration
      of Closing Conditions
              53ARTICLE
      XI TAXES
              5311.1
              Transfer
      Taxes
              5311.2
              Purchase
      Price Allocation
              53ARTICLE
      XII MISCELLANEOUS
              5412.1
              No
      Survival of Representations and Warranties
              5412.2
              No
      Consequential Damages
              5412.3
              Expenses
              5412.4
              Injunctive
      Relief
              54


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12.5
              Submission
      to Jurisdiction; Consent to Service of Process
              5512.6
              Waiver
      of Right to Trial by Jury
              5512.7
              Entire
      Agreement; Amendments and Waivers
              5512.8
              Governing
      Law
              5512.9
              Notices
              5512.10
              Severability
              5712.11
              Binding
      Effect; Assignment
              5712.12
              Non-Recourse
              5812.13
              Counterparts
              58




EXHIBITS




Exhibit
      A
            
            Form
      of Bidding Procedures OrderExhibit
      B
            
            Form
      of Sale OrderExhibit
      C
            
            Form
      of Transition Services AgreementExhibit
      D
            
            Form
      of Assignment and Bill of SaleExhibit
      E
            
            Form
      of Assumption AgreementExhibit
      F
            
            Equity
      Commitment Letter


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ASSET
PURCHASE AGREEMENT




ASSET
PURCHASE AGREEMENT, dated as of January 28, 2010 (this “Agreement”), among
PCAA Parent, LLC, a Delaware limited liability company (“PCAA Parent”), the
Subsidiaries of PCAA Parent set forth on the signature pages hereto (together
with PCAA Parent, the “Sellers”), Parking
Company of America Airports Holdings, LLC, a Delaware limited liability company
(solely with respect to Section 3.3(b)), and
Corinthian-Bainbridge ZKS Holdings, LLC, a Delaware limited liability company
(“Purchaser”).  Capitalized
terms used in this Agreement but not otherwise defined herein shall have the
meanings ascribed to them in Section
1.1.




WITNESSETH:




WHEREAS,
the Sellers presently conduct the Business;




WHEREAS,
the Sellers desire to sell, transfer and assign to Purchaser, and Purchaser
desires to purchase, acquire and assume from the Sellers, pursuant to sections
363 and 365 of chapter 11, title 11 of the United States Code, 11 U.S.C. § 101 -
1532 (the “Bankruptcy
Code”), all of the Purchased Assets and Assumed Liabilities, all as more
specifically provided herein;




WHEREAS,
the Sellers intend to file voluntary petitions for relief under chapter 11 of
the Bankruptcy Code (the “Bankruptcy Case”) in
the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”)
and become debtors-in-possession under the Bankruptcy Code; and




WHEREAS,
the Sellers and the Purchaser intend that the transactions contemplated hereby
will be consummated pursuant to a plan of liquidation or reorganization (a
“Chapter 11
Plan”), subject to the satisfaction of the conditions set forth
herein;




NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter contained, the parties hereby agree as
follows:




ARTICLE
I




DEFINITIONS


1.1           Certain
Definitions.




For
purposes hereof, the following terms shall have the meanings specified in this
Section
1.1:




“Affiliate” means,
with respect to any Person, any other Person that, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person, and the term “control” (including the terms
“controlled by” and “under common control with”) means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through ownership of voting securities, by
contract or otherwise.


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“Avoidance Actions”
means all claims, causes of action and rights of the Sellers under Sections 544
through 553 of the Bankruptcy Code (other than any claims, causes of action or
rights of the Sellers set forth on Schedule
2.1(i));




“Avoidance Action
Release” means a full and irrevocable release, by each Seller, on behalf
of itself and its bankruptcy estate, in form and substance to Purchaser’s
satisfaction, of all claims, causes of action and rights of the Sellers under
Sections 544 through 553 of the Bankruptcy Code contained on Schedule 2.1(i),
which shall have been approved by the Sale Order and which release shall be
enforceable by Purchaser;




“Bidding Procedures”
means the procedures to be employed with respect to the proposed sale of the
Purchased Assets and the assumption of the Assumed Liabilities to be approved by
the Bankruptcy Court pursuant to the Bidding Procedures Order, in substantially
the form attached to the Bidding Procedures Order attached as Exhibit A
hereto.




“Bidding Procedures
Order” means an order of the Bankruptcy Court, in form and substance
acceptable to Purchaser in its sole discretion and in substantially the form of
Exhibit A
attached hereto, that, among other things, (i) designates the date, time and
location of the hearing to approve this Agreement (the “Sale Hearing”), (ii)
establishes that the Sale Hearing shall be no later than the Initial Termination
Date, (iii) designates the time, date and location of an auction of the
Business, (iv) approves the Expense Reimbursement and the Break-Up Fee; provided, that if the
Break-Up Fee is not approved, then the Base Purchase Price shall be reduced in
accordance with Section 3.1(f), (v)
contains such other appropriate protections as may be reasonably requested by
Purchaser, and (vi) approves the Bidding Procedures, with such changes as the
parties may make in accordance with Section
7.3(a).




“Business” means all
businesses conducted by the Sellers on or before the date hereof, including the
ownership and operation of 31 off-site airport parking facilities in 14 states,
covering approximately 42,593 parking spaces.




“Business Day” means
any day of the year on which national banking institutions in New York are open
to the public for conducting business and are not required or authorized to
close.




“Car on Lot Revenue”
means payments to be made by customers of the Sellers following the Closing for
services performed by the Sellers prior to the Closing.




“Code” means the
Internal Revenue Code of 1986, as amended.




“Collective Bargaining
Agreement” means any collective bargaining agreement or other written
agreement, understanding or mutually recognized past practice with respect to
Employees, between any of the Sellers and any labor organization (including the
collective bargaining agreements listed on Schedule 5.11(a) and
any amendments, modifications or renewals thereof).




“Confirmation Date”
means the date upon which the Bankruptcy Court enters the Confirmation Order on
the docket of the Sellers’ Bankruptcy Case(s), within the meaning of Bankruptcy
Rules 5003 and 9021.




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“Confirmation Order”
means the order of the Bankruptcy Court confirming the Chapter 11 Plan proposed
by the Debtors pursuant to section 1129 of the Bankruptcy Code; provided, however, that the
Confirmation Order shall provide for the transactions contemplated hereunder and
include a proposed finding that the sale to Purchaser of the Purchased Assets
shall be free and clear of any stamp or similar Taxes under section 1146(c) of
the Bankruptcy Code and shall further provide that, notwithstanding the
foregoing, any Transfer Taxes owed which are not otherwise disposed of by the
Confirmation Order shall be paid solely by the Sellers.  The
Confirmation Order shall be in form and substance reasonably acceptable to
Purchaser.




“Contract” means any
contract, indenture, note, bond, lease or other agreement, whether written or
oral, including airport access agreements, customer agreements and other similar
agreements arising therefrom or relating thereto.




“Copyright” means,
collectively:




(i)
            all
      original works of authorship fixed in any tangible medium of
      expression;




(ii)
            all
      right, title, and interest therein, thereto, and
    thereunder;




(iii)
            all
      registrations, applications for registration, and recordings thereof,
      including all registrations, applications for registration, and recordings
      thereof in or with the United States Copyright Office or any other similar
      Governmental Body of the United States of America, any State thereof, or
      any other country or any political subdivision
  thereof;




(iv)
            all
      extensions and renewals thereof;




(v)
            all
      licenses thereof;




(vi)
            all
      rights therein provided by international treaties and
      conventions;




(vii)
            all
      rights of action arising therefrom;
and




(viii)
            all
      claims for damage by reason of any past, present, or future infringement,
      misuse, or misappropriation
thereof.




“Documents” means all
files, documents, instruments, papers, books, reports, records, photographs,
letters, budgets, forecasts, ledgers, journals, title policies, customer lists,
regulatory filings, operating data and plans, technical documentation (design
specifications, functional requirements, operating instructions, logic manuals,
flow charts, etc.), user documentation (installation guides, user manuals,
training materials, release notes, working papers, etc.), marketing
documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other
similar materials related to the Business and the Purchased Assets, in each case
whether or not in electronic form.




“Employees” means all
individuals, whether or not actively at work, who are employed by any Sellers as
of the date hereof in connection with the Business, together with individuals
who are hired in respect of the Business after the date hereof and prior to the
Closing.




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“Environmental Law”
means any federal, state or local statute, regulation, ordinance, or rule of
common law currently in effect relating to the protection of human health and
safety or the environment or natural resources including, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean
Water Act (33 U.S.C. § 1251 et seq.), the Clean Air
Act (42 U.S.C. § 7401 et seq.), the Toxic
Substances Control Act (15 U.S.C. § 2601 et seq.), the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), and the
Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), and the
regulations promulgated pursuant thereto.




“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.




“Escrow Agreement”
means the Escrow Agreement to be entered into upon the execution of this
agreement among the Escrow Agreement, the Sellers and Purchaser.




“GAAP” means generally
accepted accounting principles in the United States as of the date
hereof.




“Governmental Body”
means any government or governmental or regulatory body thereof, or political
subdivision thereof, whether federal, state, or local, or any agency,
instrumentality or authority thereof, or any court or arbitrator (public or
private), and shall include the Bankruptcy Court.




“Hazardous Material”
means any substance, material or waste which is regulated as hazardous or toxic
by any Governmental Body including, petroleum and its by products, asbestos, and
any material or substance which is defined as a “hazardous waste”, “hazardous
substance”, “hazardous material”, “restricted hazardous waste”, “industrial
waste”, “solid waste”, “contaminant”, “pollutant”, “toxic waste” “discharge”, or
“toxic substance” under any provision of Environmental Law.




“HSR Act” means the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.




“Indebtedness” of any
Person means (i) the principal and premium (if any) in respect of indebtedness
of such Person for borrowed money, (ii) the principal and premium (if any) in
respect of indebtedness evidenced by notes, bonds, debentures or similar
instruments for the payment of which such Person is responsible or liable, (iii)
all obligations of such Person issued or assumed as the deferred purchase price
of property, all conditional sale obligations of such Person and all obligations
of such Person under any title retention agreement (but excluding trade accounts
payable and other accrued current liabilities arising in the Ordinary Course of
Business), (iv) all obligations of such Person under leases required to be
capitalized in accordance with GAAP, (v) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker’s acceptance or
similar credit transaction, (vi) all obligations of the types referred to in
clauses (i) through (v) of any Persons for the payment of which such Person is
responsible or liable, directly or indirectly, as obligor, guarantor, surety or
otherwise, and (vii) all obligations of the types referred to in clauses (i)
through (vi) of other Persons secured by any Lien on any property or asset of
such Person (whether or not such obligation is assumed by such
Person).


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“Intellectual
Property” means, collectively:




(i)
            all
      intellectual or other intangible personal property other than Copyrights,
      Patents, and Trademarks, including to the extent not constituting
      Copyrights, Patents, or Trademarks
all:




(A)
            inventions
      (whether or not patentable, whether or not reduced to practice, and
      whether or not yet made the subject of a pending patent application or
      applications);




(B)
            ideas,
      discoveries, and conceptions of potentially patentable subject matter,
      including any patent disclosures (whether or not reduced to practice, and
      whether or not yet made the subject of a pending patent application or
      applications);




(C)
            moral
      rights, including rights of paternity and integrity, and waivers of such
      rights by others;




(D)
            Software
      and Technology;




(E)
            universal
      resource locators and other Internet address identifiers, including
      top-level Internet domain names;




(F)
            Trade
      Secrets and other confidential, technical, and business information of any
      kind, including ideas, formulas, compositions, inventions, discoveries,
      and conceptions of inventions whether patentable or unpatentable and
      whether or not reduced to practice;




(G)
            whether
      or not confidential, technology (including know-how and show-how),
      manufacturing and production processes and techniques, research and
      development information, drawings, specifications, designs, plans, flow
      charts, coding sheets, proposals, technical data, financial, marketing,
      and business data, pricing and cost information, business and marketing
      plans, and customer, prospect, and supplier lists and information;
      and




(H)
            copies
      and tangible embodiments of all of the foregoing, in whatever form or
      medium;




(ii)
            all
      right, title, and interest therein, thereto, and thereunder, including all
      common Law rights therein;




(iii)
            all
      licenses thereof;




(iv)
            all
      rights therein provided by international treaties and
      conventions;




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(v)
            all
      rights of action arising therefrom;
and




(vi)
            all
      claims for damage by reason of any past, present, or future infringement,
      misuse, or misappropriation
thereof.




“Intellectual Property
Licenses” means (i) any grant to a third Person of any right to use any
of the Intellectual Property, Copyrights, Patents or Trademarks owned by the
Sellers, and (ii) any grant to any of the Sellers of a right to use a third
Person’s Intellectual Property Copyrights, Patents or Trademarks in connection
with the operation of the Business.




“IRS” means the
Internal Revenue Service.




“Knowledge of Seller”
means the knowledge, assuming reasonable due inquiry based on such Person’s
title, of Charles Huntzinger, Mark Shapiro and Ethan Spiegelberg.




“Law” means any
federal, state or local law, statute, code, ordinance, rule or
regulation.




“Legal Proceeding”
means any judicial, administrative or arbitral actions, suits, proceedings
(public or private) or claims or any proceedings by or before a Governmental
Body.




“Liability” means any
debt, loss, damage, adverse claim, liability or obligation (whether direct or
indirect, known or unknown, asserted or unasserted, absolute or contingent,
accrued or unaccrued, liquidated or unliquidated, or due or to become due, and
whether in contract, tort, strict liability or otherwise), and including all
costs and expenses relating thereto.




“Lien” means any lien,
encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease,
charge, option, right of first refusal, right of first offer, covenant, right of
way, easement, servitude, proxy, voting trust or agreement, transfer restriction
under any shareholder or similar agreement or encumbrance, or any other
restriction or limitation whatsoever.




“Management Incentive
Plan” means the Parking Company of America Airports, LLC Key Employee
Incentive Plan, to be adopted by the Sellers on the Petition Date.




“Material Adverse
Effect” means any circumstance, event, change, state of facts, occurrence
or effect (each, an “Effect”) that (i) has
been or would reasonably be expected to be materially adverse to the business,
assets, properties, results of operations or condition (financial or otherwise)
of the Purchased Assets, the Assumed Liabilities and the Business (taken as a
whole) to the extent acquired or to be acquired by Purchaser hereunder, or (ii)
prevents or would reasonably be expected to prevent the ability of the Sellers
to consummate the transactions contemplated hereby or perform their obligations
hereunder, but excluding, for purposes of clause (i), Effects resulting from or
relating to (a) any change in the United States or foreign economies or
securities or financial or credit markets in general relative to their financial
state as of October 30, 2009; (b) the industries and/or markets in which the
Business operates (except to the extent any such Effects have a materially
disproportionate effect on the Business (taken as a whole)); (c) earthquakes,
hostilities, acts of war, sabotage, terrorism, military actions or any
escalation or material worsening of any such acts or events existing or underway
as of the date hereof; (d) the execution or delivery of this Agreement or the
transactions contemplated hereby or the public announcement thereof; (e) any
action required to be taken pursuant to this Agreement or any action taken by,
or pursuant to the written request or with the prior written consent of,
Purchaser; or (f) the filing of, or the pendency of, the Bankruptcy Case, and
any action approved by, or motion made before, the Bankruptcy
Court.


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“Order” means any
order, injunction, judgment, decree, ruling, writ, assessment or arbitration
award of a Governmental Body.




“Ordinary Course of
Business” means the ordinary and usual course of normal day-to-day
operations of the Business through the date hereof consistent with past
practice.




“Patents” means,
collectively:




(1)
            all
      interests patent or similar rights under the Laws of the United States of
      America or any other country or any political subdivision
      thereof;




(2)
            all
      right, title, and interest therein, thereto, and
    thereunder;




(3)
            all
      registrations, applications for registration, and recordings thereof,
      including all registrations, applications for registration, and recordings
      thereof in or with the United States Patent and Trademark Office or any
      other similar Governmental Body of the United States of America, any State
      thereof, or any other country or any political subdivision
      thereof;




(4)
            all
      extensions, renewals, reissues, divisions, continuations,
      continuations-in-part, and reexaminations
  thereof;




(5)
            all
      licenses thereof;




(6)
            all
      rights therein provided by international treaties and
      conventions;




(7)
            all
      rights of action arising therefrom;
and




(8)
            all
      claims for damage by reason of any past, present, or future infringement,
      misuse, or misappropriation
thereof.




“Permits” means any
approvals, permits, Orders, authorizations, consents, registrations, licenses,
variances or certificates of a Governmental Body.




“Permitted DIP
Financing” means debtor-in-possession financing, provided that no
lender with respect to such financing may be a bidder in connection with
the transactions contemplated hereunder, and any such financing shall not
prohibit, or be on terms that would materially adversely affect or impair
the Sellers’ ability to enter into or consummate, the transactions contemplated
hereunder; provided further, that
notwithstanding anything to the contrary, any of the Sellers’ current secured
lender(s) shall be permitted to provide such financing notwithstanding the fact
that such lender(s) may be a bidder.




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“Permitted Exceptions”
means (i) all tenancies, defects, exceptions, covenants, conditions,
restrictions, easements, rights of way, options, purchase options, rights of
first offer, rights of first refusal and other encumbrances or encroachments
disclosed in the Title Commitments or shown on the Surveys, other than those
exceptions to title described in Schedule 1.1(a)
delivered on the date hereof (the “Initial Title
Objections”); (ii) any exclusions from coverage set forth in the jacket
of any standard form owner’s or leasehold policy of title insurance,
(iii) the lien of real estate taxes and assessments not yet due and
payable, (iv) all present and future zoning, subdivision and other governmental
laws and regulations, and landmark, historic or wetlands designation (provided, however, that nothing
in this clause (iv) shall be deemed a waiver of any representation or closing
condition set forth herein), (v) such other imperfections in title, defects,
charges, exceptions, covenants, conditions, easements, rights of way,
encroachments, restrictions and encumbrances which have been disclosed to
Purchaser in writing prior to the Closing, including, without limitation, any
updates to the Surveys or Title Commitments which have been received by
Purchaser and which are individually de minimis and which would
not materially interfere with the current use of any Owned Real Property or
Leased Real Property, (vi) the leases and subleases set forth on Schedule 5.8(b),
(vii) Permitted New Utility Easements and (viii) any mortgages or deeds of trust
recorded against a Leased Real Property in connection with a loan made to the
owner or lessor of such Leased Real Property in accordance with the terms of the
applicable lease or sublease agreement governing such Leased Real
Property.




“Person” means any
individual, corporation, limited liability company, partnership, firm, joint
venture, association, joint-stock company, trust, unincorporated organization,
Governmental Body or other entity.




“Pre-Paid Deposits”
means any deposit of the Sellers held by a counterparty to a Purchased Contract,
including leasehold and utility deposits, which will continue to be held by the
counterparty after the Closing for the benefit and to the credit of Purchaser,
to the extent no claims have been made on such deposits prior to the Closing
against amounts owed by any Seller to such counterparty.




“Pre-Paid Revenue”
means the value as set forth in a particular Purchased Contract for certain
goods or services, which were paid for in advance of the Closing Date and will
be performed by Purchaser after the Closing Date, including pre-paid monthly
parking fees and Internet or other reservation-based revenue, such value to be
equitably adjusted on a pro rata basis based on the extent to which the Sellers
have performed under such Purchased Contract prior to Closing and the extent to
which Purchaser will be obligated to perform under such Purchased Contract after
Closing.




“Release” means any
release, spill, emission, leaking, pumping, injection, deposit, disposal,
discharge, dispersal, or leaching into the indoor or outdoor environment, or
into or out of any property.




“Remedial Action”
means all actions to (i) clean up, remove, treat or in any other way address any
Hazardous Material; (ii) prevent the Release of any Hazardous Material so it
does not endanger or threaten to endanger public health or welfare or the indoor
or outdoor environment; (iii) perform pre-remedial studies and investigations or
post-remedial monitoring and care; or (iv) to correct a condition of
noncompliance with Environmental Law.




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“Representatives”
means the directors, officers, employees, legal counsel, accountants, advisors,
consultants, agents and other representatives of the Sellers, Purchaser or any
other Person.




“Sale Motion” means a
motion to be made by the Sellers with the Bankruptcy Court, in form and
substance reasonably acceptable to Purchaser and the Sellers, seeking approval
and entry of the Bidding Procedures Order and thereafter the Sale
Order.




“Sale Order” means an
order of the Bankruptcy Court, in form and substance acceptable to Purchaser in
its sole discretion and substantially in the form of Exhibit B attached
hereto, (i) approving, inter
alia, the (a) sale of the Purchased Assets to Purchaser free and clear of
all Liens and claims pursuant to sections 363(b) and 363(f) of the Bankruptcy
Code (other than Permitted Exceptions), such Liens and claims to attach to the
Purchase Price, (b) assumption of the Assumed Liabilities by Purchaser, (c)
assumption and assignment to Purchaser of the Purchased Contracts, Intellectual
Property Licenses, Permits, Real Property Leases and Personal Property Leases
pursuant to section 365 of the Bankruptcy Code, and (ii) providing that (a)
Purchaser has acted in “good faith” within the meaning of section 363(m) of the
Bankruptcy Code, (b) this Agreement was negotiated, proposed and entered into by
the parties without collusion, in good faith and from arm’s length bargaining
positions, (c) the Bankruptcy Court shall retain jurisdiction to resolve any
controversy or claim arising out of or relating to this Agreement, or any breach
hereof as provided in Section 12.6, and (d)
this Agreement and the transactions contemplated hereby may be specifically
enforced against and binding upon, and not subject to rejection or avoidance by,
the Sellers or any chapter 7 or chapter 11 trustee of the Sellers; provided that the
Confirmation Order may satisfy the foregoing requirements and be deemed the Sale
Order.




“SEC” means the
Securities and Exchange Commission.




“Seller Parent” means
Parking Company of America Airports Holdings, LLC, a Delaware limited liability
company.




“Software” means any
and all (i) computer programs, including any and all software implementations of
algorithms, models and methodologies, whether in source code or object code,
(ii) databases and compilations, including any and all data and collections of
data, whether machine readable or otherwise, (iii) descriptions, flow-charts and
other work product used to design, plan, organize and develop any of the
foregoing, screens, user interfaces, report formats, firmware, development
tools, templates, menus, buttons and icons, and (iv) all documentation including
user manuals and other training documentation related to any of the
foregoing.




“Subsidiary” of any
Person means any other Person of which a majority of the outstanding voting
securities or other voting equity interests are owned, directly or indirectly,
by such Person.




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“Surveys” means those
surveys of each Owned Real Property and Leased Real Property listed on the
charts set forth in Schedule
1.1(b).




“Tangible Personal
Property” means all motor vehicles, furniture, fixtures, furnishings,
equipment, leasehold improvements, and other tangible personal property owned,
used or leased by the Sellers in the conduct of the Business, including all such
artwork, desks, chairs, tables, any and all computer and computer-related
hardware, including computers, file servers, facsimile servers, scanners, color
printers, laser printers and networks, copiers, telephone lines and numbers,
telecopy machines and other telecommunication equipment, cubicles and
miscellaneous office furnishings and supplies.




“Tax Authority” means
any state or local government, or agency, instrumentality or employee thereof,
charged with the administration of any Law or regulation relating to
Taxes.




“Tax Return” means all
returns, declarations, reports, claims for refund, estimates, information
returns and statements required to be filed in respect of any Taxes, including
any schedule or attachment thereto, and including any amendment
thereof.




“Taxes” means (i) all
federal, state or local taxes, charges or other assessments, including all net
income, gross receipts, capital, sales, use, ad valorem, value added, transfer,
franchise, profits, inventory, capital stock, license, withholding, payroll,
employment, social security, unemployment, excise, severance, stamp, occupation,
property and estimated taxes, and (ii) all interest, penalties, fines, additions
to tax or additional amounts imposed by any Tax Authority in connection with any
item described in clause (i).




“Technology” means,
collectively, all designs, formulae, algorithms, procedures, methods,
techniques, ideas, know-how, research and development, technical data, programs,
subroutines, tools, materials, specifications, processes, inventions (whether
patentable or unpatentable and whether or not reduced to practice), apparatus,
creations, improvements, works of authorship and other similar materials, and
all recordings, graphs, drawings, reports, analyses, and other writings, and
other tangible embodiments of the foregoing, in any form whether or not
specifically listed herein, and all related technology, that are used in the
operations of the Business.




“Title Commitments”
means those title commitments of each Owned Real Property and Leased Real
Property prepared by the Title Company and listed on the charts set forth on
Schedule
1.1(c).




“Trademarks” mean
collectively




(1)
            all
      rights under and interests in any trademark, service mark, trade name,
      identifying symbols, logos, emblems, signs, insignia or other similar
      designations of origin, including common law rights, under the Laws of the
      United States of America or any other country or any political subdivision
      thereof;




(2)
            all
      right, title, and interest therein, thereto, and
    thereunder;




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(3)
            all
      registrations, applications for registration, and recordings thereof,
      including all registrations, applications for registration, and recordings
      thereof in or with the United States Patent and Trademark Office or any
      other similar Governmental Body of the United States of America, any State
      thereof, or any other country or any political subdivision
      thereof;




(4)
            all
      extensions, renewals, reissues, and reexaminations
  thereof;




(5)
            all
      licenses thereof;




(6)
            all
      rights therein provided by international treaties and
      conventions;




(7)
            all
      goodwill associated therewith;




(8)
            all
      rights of action arising therefrom;
and




(9)
            all
      claims for damage by reason of any past, present, or future infringement,
      misuse, or misappropriation
thereof.




“Trade Secrets” means
technical, scientific, and other know-how and information, trade secrets,
knowledge, technology, means, methods, processes, practices, formulas, assembly
procedures, computer programs, source code, apparatuses, specifications, books,
records, production data, publications, databases, reports, manuals, data and
results, whether in written or electronic form or hereafter
developed.




“Transition Services
Agreement” means the Transition Services Agreement to be entered into on
the Closing Date between PCAA Parent and the Purchaser, in substantially the
form attached hereto as Exhibit
C.




1.2           Terms Defined Elsewhere in
this Agreement .  For
purposes of this Agreement, the following terms have the meanings set forth in
the sections indicated:




Term
              
              SectionAdditional
      Escrow Amount
              
              3.4Agreement
              
              PreambleAlternative
      Transaction
              
              7.2(d)Antitrust
      Laws
              
              8.4(b)ARRA
              
              9.2(b)Assumed
      Liabilities
              
              2.3Bankruptcy
      Case
              
              RecitalsBankruptcy
      Code
              
              RecitalsBankruptcy
      Court
              
              RecitalsBidder
      X
              
              7.2(b)Break-Up
      Fee
              
              7.1Chapter
      11 Plan
              
              RecitalsClosing
              
              4.1Closing
      Date
              
              4.1




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Term
                
                SectionCOBRA
                
                9.2(b)Compromised
      Liabilities
                
                2.4(b)Confidential
      Information
                
                8.6Confidentiality
      Agreement
                
                12.7Cure
      Amounts
                
                2.5Custom
      Modifications
                
                5.9(b)(ii)Deposit
                
                3.2Employee
      Benefit Plans
                
                5.11(b)Expedited
      Sale Order Request
                
                7.3(d)Escrow
      Agent
                
                3.2Equity
      Commitment Letter
                
                6.6Excluded
      Assets
                
                2.2Excluded
      Contracts
                
                2.2(e)Excluded
      Liabilities
                
                2.4Exclusivity
      Period
                
                7.2(a)Expense
      Reimbursement
                
                7.1Financial
      Statements
                
                5.4Individual
      Property Failure
                
                8.10(c)Initial
      Termination Date
                
                4.4(a)Leased
      Real Property
                
                5.8(b)Leased
      Tangible Personal Property
                
                5.5(b)Material
      Contract
                
                5.10Material
      Terms of the BPO
                
                7.3(a)netPark
                
                5.9(b)(ii)New
      Title Objection
                
                8.10(a)Other
      Bidders
                
                7.2(b)Owned
      Purchased Intellectual Property
                
                5.9(a)Owned
      Real Property
                
                2.1(b)PCAA
      Parent
                
                PreamblePermitted
      New Utility Easement
                
                8.2(b)(viii)Personal
      Property Leases
                
                5.5(b)Petition
      Date
                
                7.3(a)Potential
      Transaction
                
                7.2(a)Purchaser
      Plans
                
                9.2(a)Purchase
      Price
                
                3.1Purchased
      Assets
                
                2.1Purchased
      Business Name Trademarks
                
                8.8Purchased
      Contracts
                
                2.1(c)Purchased
      Intellectual Property
                
                2.1(d)Purchaser
                
                PreamblePurchaser
      Documents
                
                6.2Real
      Property Lease
                
                5.8(b)Seller
      COBRA Beneficiaries
                
                9.2(b)Seller
      Documents
                
                5.2Sellers
                
                Preamble




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Term
                
                SectionTermination
      Date
                
                4.4(a)Title
      Company
                
                8.10(c)Title
      Objection
                
                8.10(a)Title
      Policy
                
                8.10(c)Trade
      Payables
                
                2.4(c)Transferred
      Employees
                
                9.1Transfer
      Taxes
                
                11.1Welfare
      Benefits
                
                9.2(d)




1.3           Other Definitional and
Interpretive Matters.




(a)           Unless
otherwise expressly provided, for purposes of this Agreement, the following
rules of interpretation shall apply:




Calculation of Time
Period.  When calculating the period of time before which,
within which or following which any act is to be done or step taken pursuant to
this Agreement, the date that is the reference date in calculating such period
shall be excluded.  If the last day of such period is a non-Business
Day, the period in question shall end on the next succeeding Business
Day.




Dollars.  Any
reference herein to “$” shall mean U.S. dollars.




Exhibits/Schedules.  All
Exhibits and Schedules annexed hereto or referred to herein are hereby
incorporated in and made a part hereof as if set forth in full
herein.  Any matter or item disclosed on one schedule shall be deemed
to have been disclosed on each other schedule.  Any capitalized terms
used in any Schedule or Exhibit but not otherwise defined therein shall be
defined as set forth herein.




Gender and
Number.  Any reference herein to gender shall include all
genders, and words imparting the singular number only shall include the plural
and vice versa.




Headings.  The
provision of a Table of Contents, the division hereof into Articles, Sections
and other subdivisions and the insertion of headings are for convenience of
reference only and shall not affect or be utilized in construing or interpreting
this Agreement.  All references herein to any “Section” are to the
corresponding Section hereof unless otherwise specified.




Herein.  The
words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this
Agreement as a whole and not merely to a subdivision in which such words appear
unless the context otherwise requires.




Including.  The
word “including” or any variation thereof means “including, without limitation”
and shall not be construed to limit any general statement that it follows to the
specific or similar items or matters immediately following it.




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(b)           The
parties hereto have participated jointly in the negotiation and drafting of this
Agreement and, in the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as jointly drafted by the parties
hereto and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision hereof.




ARTICLE
II




PURCHASE
AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES




2.1           Purchase and Sale of
Assets.




On the
terms and subject to the conditions set forth herein and in the Sale Order, at
the Closing, Purchaser shall purchase, acquire and accept from the Sellers, and
the Sellers shall sell, transfer, assign, convey and deliver to Purchaser all
right, title and interest in, to and under the assets used or held for use in
the conduct of the Business, including the following assets (such assets,
excluding the Excluded Assets, the “Purchased Assets”),
free and clear of all Liens to the extent provided in the Sale Order and subject
to the Permitted Exceptions:




(a)           all
accounts receivable of the Sellers other than any accounts receivable arising
out of or in connection with any Excluded Asset;




(b)           subject
to Section
8.10(c), good and valid title to all real property owned by the Sellers
set forth on Schedule
2.1(b), together with all improvements, fixtures, easements and other
appurtenances thereto and rights in respect thereof (the “Owned Real
Property”);




(c)           all
rights of the Sellers under the Contracts set forth on Schedule 2.1(c),
which Contracts (i) shall not include any Employee Benefit Plans and (ii) shall
include, among other Contracts, the Collective Bargaining Agreements, the Real
Property Leases (subject to Section 8.10(c)) and
the Personal Property Leases; provided that, except
for the Collective Bargaining Agreements, Purchaser may elect not to assume the
Sellers’ rights under any Contract set forth on Schedule 2.1(c) by
providing written notice thereof (specifically identifying each such Contract)
to the Sellers no later than the seventh (7th)
Business Day before the date of the Sale Hearing (the Contracts on Schedule 2.1(c), as
it may be revised, the “Purchased
Contracts”);




(d)           all
Copyrights, Trademarks and Intellectual Property and rights relating thereto
(including rights under the Intellectual Property Licenses) used or held for use
in the Business (the “Purchased Intellectual
Property”);




(e)           all
Tangible Personal Property used or held for use in the Business;




(f)           all
Documents that are used or held for use in the Business, including Documents
relating to services, marketing, advertising, promotional materials, Purchased
Intellectual Property, personnel files for Transferred Employees, all customer
files and documents (including credit information), supplier lists, records,
literature and correspondence, but excluding (i) personnel files for Employees
of the Sellers who are not Transferred Employees or such files as may not be
transferred under applicable Law and (ii) any Documents related primarily to
Excluded Assets; provided, however, to the
extent such Documents are used or held for use in the conduct of the Business,
Purchaser will receive copies thereof;




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(g)           all
Permits used by the Sellers in the Business to the extent assignable, including
the Permits set forth on Schedule
2.1(g);




(h)           all
rights of the Sellers under non-disclosure or confidentiality, non-compete or
non-solicitation agreements with Transferred Employees or third parties to the
extent relating to the Business or the Purchased Assets (or any portion
thereof), as set forth on Schedule
2.1(h);




(i)           all
claims, causes of action and rights of the Sellers against other Persons (other
than any claims, causes of action or rights of the Sellers set forth in Section 2.2(c)) set
forth on Schedule
2.1(i);




(j)           all
rights of the Sellers under or pursuant to all warranties, representations and
guarantees made by suppliers, manufacturers and contractors to the extent
relating to products sold or services provided to the Sellers or to the extent
affecting any Purchased Assets other than any warranties, representations and
guarantees pertaining to any Excluded Assets;




(k)           all
refunds, to the extent received or payable after the date hereof, due from, or
payments due on, claims with any insurers of the Sellers to the extent related
to losses of the Business being acquired by Purchaser or the Purchased Assets
arising before the Closing Date;




(l)           all
Pre-Paid Deposits and Car on Lot Revenue determined in accordance with Section
3.1(b);




(m)           all
supplies owned by the Sellers and used in connection with the Business;
and




(n)           all
goodwill and other intangible assets associated with the Business, including
customer and supplier lists and the goodwill associated with the Purchased
Intellectual Property.




2.2           Excluded Assets. Nothing
contained herein shall be deemed to sell, transfer, assign or convey the
Excluded Assets to Purchaser, and the Sellers shall retain all right, title and
interest to, in and under the Excluded Assets.  “Excluded Assets”
shall mean the following assets, properties, interests and rights of the
Sellers, other than the Purchased Assets:




(a)           all
cash, cash equivalents, bank deposits or similar cash items of the
Sellers;




(b)           all
deposits and pre-paid charges and expenses of the Sellers set forth on Schedule 2.2(b) or
pursuant to Contracts Purchaser does not assume pursuant to Section
2.1(c);




(c)           all
claims, causes of action or rights of the Sellers other than those set forth on
Schedule
2.1(i), including under sections 502(d), 544, 545, 547, 548, 548 and 550
of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code
or other applicable Law;




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(d)           subject
to Section
8.10(c), all real property owned or leased by the Sellers set forth on
Schedule
2.2(d), together with all improvements, fixtures and other appurtenances
thereto and rights in respect thereof;




(e)           all
rights of the Sellers under the Contracts set forth on Schedule 2.2(e) and
all contracts excluded from Schedule 2.1(c) in
accordance with Section 2.1(c)
(collectively, the “Excluded
Contracts”);




(f)           all
assets held (by any Sellers or in any trust) under Employee Benefit
Plans;




(g)           all
Copyrights, Trademarks and Intellectual Property and rights relating thereto of
the Sellers set forth on Schedule
2.2(g);




(h)           any
claim, right or interest of the Sellers in or to any refund, rebate, abatement
or other recovery for Taxes, together with any interest due thereon or penalty
rebate arising therefrom for any Tax period (or portion thereof) ending on or
before the Closing Date;




(i)           all
Documents other than those set forth in Section
2.1(f);




(j)           all
capital stock, membership interests or other equity interests of the Sellers in
other Persons;




(k)           all
Tangible Personal Property set forth on Schedule
2.2(k);




(l)           all
rights of the Sellers under this Agreement; and




(m)           all
amounts escrowed by the Sellers prior to the Closing Date in connection with
Liabilities for real property Taxes.




2.3           Assumption of
Liabilities. On the
terms and subject to the conditions set forth herein, at the Closing Purchaser
shall assume, effective as of the Closing, and shall timely perform and
discharge in accordance with their respective terms, the following Liabilities
of the Sellers (collectively, the “Assumed
Liabilities”):




(a)           all
Liabilities arising under the Purchased Contracts which arise from and after the
Closing Date, except as set forth in Section
2.5;




(b)           all
other Liabilities arising out of the conduct, operation or ownership of the
Purchased Assets which arise from and after the Closing Date;




(c)           all
Liabilities in respect of Pre-Paid Revenue;




(d)           all
Liabilities of Purchaser arising under this Agreement, including amounts
required to be paid by Purchaser hereunder; and




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 16




(e)           all
other Liabilities set forth on Schedule
2.3(e).




2.4           Excluded Liabilities. Purchaser
shall not assume or be liable for any Excluded Liabilities.  “Excluded Liabilities”
shall mean any and all liabilities or obligations (whether direct or indirect,
whether known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
whether due or to become due, whether in contract, tort, strict liability or
otherwise, and whether claims with respect thereto are asserted before, on or
after the Closing) of any Seller that are not Assumed
Liabilities.  Excluded Liabilities shall include, without limitation,
the following Liabilities:




(a)           all
Liabilities arising out of Excluded Assets, including Excluded
Contracts;




(b)           all
Liabilities with respect to (i) accrued and unpaid payroll (including applicable
withholding, payroll, employment, social security and unemployment Taxes
thereon) as of the Closing Date, (ii) accrued and unused vacation, sick days and
personal days through the Closing Date, in each case with respect to Transferred
Employees as set forth in Section 9.2(e), and
(iii) all other claims, causes of action or charges related to any Employee who
is terminated by the Sellers as of or prior to the Closing Date and then rehired
by the Purchaser subsequent to the Closing Date, in each case only to the extent
arising prior to the Closing;




(c)           all
Liabilities relating to accounts payable incurred in the Ordinary Course of
Business (including, for the avoidance of doubt, (i) invoiced accounts payable
and (ii) accrued but uninvoiced accounts payable) (“Trade Payables”), in
each case existing on the Closing Date, except as set forth in Section
2.5(b);




(d)           all
Liabilities with respect to Cure Amounts in excess of $250,000 in the aggregate,
as set forth in Section
2.5(a);




(e)           all
Liabilities for Taxes relating to the Purchased Assets or the Business for any
Tax periods (or portions thereof) ending prior to the Closing Date;




(f)           all
Liabilities incurred in the Ordinary Course of Business before the Closing Date,
including those that are subject to compromise under the Bankruptcy Case (the
“Compromised
Liabilities”), other than the Assumed Liabilities and any Cure Amounts
that Purchaser is required to pay pursuant to Section
2.5;




(g)           all
Transfer Taxes imposed in connection with the transactions contemplated
hereby;




(h)           all
fees or commissions to any broker or investment bank in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of the Sellers;




(i)           all
Liabilities of the Sellers arising under this Agreement, including amounts
required to be paid by the Sellers hereunder;




(j)           all
Indebtedness of the Sellers;


Strictly
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(k)           all
Liabilities under the Employee Benefit Plans; and




(l)           all
Liabilities arising under Environmental Law related to, or arising out of, the
ownership and operation of the Business before the Closing Date, including those
set forth on Schedule
2.4(l).




2.5           Cure Amounts and Trade
Payables.




(a)           At
Closing and pursuant to section 365 of the Bankruptcy Code, the Sellers shall
assign to Purchaser and Purchaser shall assume from the Sellers the Purchased
Contracts, Intellectual Property Licenses for the Purchased Intellectual
Property, Permits, Real Property Leases, and Personal Property
Leases.  In connection with such assumption and assignment, if there
has been a default under any contract or lease to be assigned, the Sellers shall
cure, or provide adequate assurance that they will promptly cure, all monetary
defaults, including all actual or pecuniary losses, if any, that have resulted
from such defaults, as determined by the Bankruptcy Court, necessary to cure all
such defaults (the “Cure Amounts”).
Purchaser shall reimburse the Sellers, at the Closing, up to $250,000 of the
Cure Amounts and the Sellers shall be responsible for all Cure Amounts in excess
of $250,000.  The Bankruptcy Court shall retain jurisdiction to
determine any disputes regarding Cure Amounts.  Notwithstanding the
pendency of a dispute regarding any Cure Amount, the Closing may occur. For the
avoidance of doubt, Purchaser may, but shall have no obligation to, participate
in any dispute resolution or litigation surrounding Cure Amounts, given the
Sellers shall be solely responsible (financially and otherwise) for the carrying
out of that process.




(b)           At
Closing, Purchaser, upon the prior consent of the Sellers, may assume and pay
the Trade Payables, upon which event the Purchaser shall receive a dollar for
dollar deduction from the Purchase Price equal to the amount of such Trade
Payables.




2.6           Further Conveyances and
Assumptions.




(a)           From
time to time following the Closing, the Sellers and Purchaser shall, and shall
cause their respective Affiliates to, execute, acknowledge and deliver all such
further conveyances, notices, assumptions, releases and acquittances and such
other instruments, and shall take such further actions, as may be necessary or
appropriate to assure fully to Purchaser and its respective successors or
assigns, the sale, transfer, assignment, conveyance and delivery of all of the
Purchased Assets, including all of the properties, rights, titles, interests,
estates, remedies, powers and privileges intended to be sold, transferred,
assigned, conveyed and delivered to Purchaser hereunder and the Seller Documents
and to assure fully to the Sellers and its Affiliates and their successors and
assigns, the assumption of the liabilities and obligations intended to be
assumed by Purchaser hereunder and the Seller Documents, and to otherwise make
effective the transactions contemplated hereby and thereby.




2.7           Bulk Sales Laws. Purchaser
hereby waives compliance by the Sellers with the requirements and provisions of
any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable
with respect to the sale and transfer of any or all of the Purchased Assets to
Purchaser.




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ARTICLE
III




CONSIDERATION




3.1           Consideration.




(a)           The
aggregate consideration for the Purchased Assets shall be (a) an amount in cash
equal to (i) subject to Section 3.1(f),
$111,500,000.00 (the “Base Purchase
Price”), plus (ii) the amount
of Pre-Paid Deposits, plus (iii) the amount
of Car on Lot Revenue, minus the amount of
Pre-Paid Revenue (the Base Purchase Price as adjusted, the “Purchase Price”) and
(b) the assumption of the Assumed Liabilities.




(b)           No
later than 10 days before the Closing Date, Purchaser and the Sellers shall
reasonably agree upon a schedule, prepared in good faith based on the books and
records of the Sellers, estimated as of the Closing Date, setting forth the
amount of the Pre-Paid Deposits, which schedule Purchaser and the Sellers shall
use reasonable good faith efforts to update and finalize as of the day before
the Closing Date.




(c)           No
later than 3 Business Days before the Closing Date, Purchaser and the Sellers
shall reasonably agree upon a schedule, prepared in good faith based on the
books and records of the Sellers, estimated as of the Closing Date, setting
forth the amount of the Pre-Paid Revenue, which schedule Purchaser and the
Sellers shall use reasonable good faith efforts to update and finalize as of the
day before the Closing Date.




(d)           Purchaser
and the Sellers shall reasonably agree upon a schedule, prepared in good faith
consistent with the Sellers’ past practice of calculating Car on Lot Revenue as
of the end of the Sellers’ fiscal quarters, setting forth the amount of Car on
Lot Revenue as of 12:01 am on the Closing Date.




(e)           With
regard to all Owned Real Property and Leased Real Property, apportionments shall
be made between the parties as of the close of business on the day prior to the
Closing Date for (i) real property Taxes, (ii) water charges and sewer rents on
the basis of the fiscal period for which assessed (unless there is a water meter
on the property, in which case the apportionment of water charges shall be based
on the last available reading), (iii) payments for utility services, if any, to
be transferred to Purchaser at Closing, and (iv) rents and other amounts paid or
payable under the Real Property Leases, which amounts shall be paid by Purchaser
to the Sellers or credited to Purchaser, as the case may be, at the Closing as
an adjustment to the Purchase Price.




(f)           Notwithstanding
anything contained herein to the contrary, in the event the Break-Up Fee is not
approved by the Bankruptcy Court in connection with entry of the Bidding
Procedures Order, and Purchaser irrevocably waives its right to terminate this
Agreement pursuant to Section 4.4(i)(x),
then the Base Purchase Price shall automatically be reduced by the amount of the
Break-Up Fee without any further action on the part of Purchaser or the
Sellers.




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3.2           Purchase Price
Deposit .  Upon
the execution hereof, Purchaser, the Sellers and Wells Fargo Bank NA (the “Escrow Agent”) shall
enter into the Escrow Agreement, and in accordance therewith, Purchaser shall
immediately deposit with the Escrow Agent an amount equal to 5% of the Base
Purchase Price by wire transfer of immediately available funds into an account
designated by the Escrow Agent (the “Deposit”), to be
released and delivered (together with all accrued investment income thereon) by
the Escrow Agent to either Purchaser or the Sellers, as applicable, as follows,
in each case in accordance with the Escrow Agreement:




(a)           if
the Closing shall occur, the Deposit shall be paid by the Escrow Agent to the
Sellers and applied towards the Purchase Price payable by Purchaser to the
Sellers under Section
3.1 and all accrued investment income thereon shall be delivered to
Purchaser at the Closing;




(b)           if
this Agreement is terminated (i) pursuant to Section 4.4(b), (c), (d), (e), (f), (h), (i) or (j) or (ii) pursuant
to Section
4.4(a) if the Closing does not occur on or before the Initial Termination
Date (or any extension thereof pursuant to Section 4.4(a),
unless, in the case of this clause (ii), the failure of the Closing to occur on
or before such date has been caused by a material breach by Purchaser of any of
its representations, warranties, covenants or agreements contained herein),
then, in the case of clause (i) or clause (ii), the Deposit, together with all
accrued investment income thereon, shall be returned to Purchaser;




(c)           if
this Agreement is terminated under any circumstances pursuant to which Purchaser
is not entitled to the Deposit pursuant to Section 3.2(b), the
Deposit, together with all accrued investment income thereon, shall be released
to PCAA Parent;




(d)           notwithstanding
anything to the contrary set forth in this Agreement, if Purchaser is paid the
Break-Up Fee and/or the Expense Reimbursement, the Deposit, together with all
accrued investment income thereon, shall be returned to Purchaser;




(e)           the
Deposit shall form no part of the Sellers’ Chapter 11 estate under Section
541(a) of the Bankruptcy Code or otherwise, and the Sellers shall claim no
right, title or interest in the Deposit other than as set forth
herein.




3.3           Payment of Purchase Price;
Allocation of Proceeds.




(a)           On
the Closing Date, Purchaser shall pay the Purchase Price (less the Deposit and
the Additional Escrow Amount, if applicable) to the Sellers by wire transfer of
immediately available funds, and the Escrow Agent shall pay the Deposit to the
Sellers, in each case into an account designated by PCAA Parent prior to the
Closing Date.




(b)           The
Purchase Price shall be allocated among the businesses conducted at the
properties of the Sellers before the Closing in accordance with Schedule
3.3(b).




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3.4           Additional Escrow
Amount .  In
the event that Closing occurs on or before the 14th calendar day following the
entry of the Sale Order, Purchaser shall be entitled to deposit an amount equal
to $500,000 of the Purchase Price (the “Additional Escrow
Amount”) with an escrow agent pursuant to an escrow agreement to be
entered into between the parties, to be used to reimburse Purchaser for
reasonable and documented out-of-pocket costs and expense (including legal fees
and expenses) incurred by Purchaser in connection with its participation in
defending against any appeal, if any, that is filed during such 14-day
period.  The Additional Escrow Amount shall be released to the Sellers
on the 15th day following the entry of the Sale Order, if no appeal shall have
been filed during such 14-day period, or, if an appeal shall have been filed
during such 14-day period, any remaining Additional Escrow Amount shall
automatically and promptly be released to the Sellers upon final resolution of
any such appeal.





ARTICLE
IV




CLOSING
AND TERMINATION




4.1           Closing
Date. The
closing of the purchase and sale of the Purchased Assets and the assumption of
the Assumed Liabilities provided for in Article II (the
“Closing”)
shall take place at the offices of Milbank, Tweed, Hadley & McCloy LLP
located at 1 Chase Manhattan Plaza, New York, New York 10005 or at such other
place as the parties may designate in writing) at 10:00 a.m. (New York City
time) on the date that is two Business Days following the satisfaction (or the
waiver thereof by the party entitled to waive that condition) of the conditions
set forth in Article
X (other than conditions that by their nature are to be satisfied at the
Closing, but subject to the satisfaction or waiver of such conditions), unless
another time or date, or both, are agreed to in writing by the parties hereto;
provided, that
if the parties hereto mutually agree in their sole discretion, the Closing shall
occur on the last day of the calendar month in which the conditions set forth in
Article X
(other than conditions that by their nature are to be satisfied at the Closing,
but subject to the satisfaction or waiver of such conditions) are satisfied (or
waived by the party entitled to waive that condition).  The date on
which the Closing shall be held is referred to herein as the “Closing
Date”.  Unless otherwise agreed by the parties in writing, the
Closing shall be deemed effective and all right, title and interest of the
Sellers to be acquired by Purchaser hereunder shall be considered to have passed
to Purchaser as of 12:01 p.m. (New York City time) on the Closing
Date.




4.2           Deliveries by the
Sellers. At the
Closing, the Sellers shall deliver to Purchaser:




(a)           a
duly executed assignment and bill of sale in substantially the form of Exhibit D attached
hereto and general assignments of all other Purchased Intellectual
Property;  Purchaser reserves the right to designate one or more
entities to accept title to the Purchased Assets and Purchased Intellectual
Property, provided that no such
designation shall relieve Purchaser of any of its obligations and Liabilities
hereunder;




(b)           a
duly executed assumption agreement in substantially the form of Exhibit E attached
hereto;




(c)           the
officer’s certificate required to be delivered pursuant to Section
10.1(c);




(d)           the
Sale Order issued by the Bankruptcy Court, in form and substance satisfactory to
the Purchaser in its sole discretion;




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(e)           the
Confirmation Order issued by the Bankruptcy Court, in form and substance
reasonably satisfactory to the Purchaser and satisfactory to the Sellers; provided, however, that Purchaser may
waive delivery of the Confirmation Order under the terms set forth in Section
7.3(d);




(f)           the
Avoidance Action Release approved by the Sale Order;




(g)           a
duly executed Transition Services Agreement; and




(h)           all
other instruments of conveyance and transfer, in form and substance reasonably
acceptable to Purchaser, as may be necessary to convey the Purchased Assets to
Purchaser.




4.3           Deliveries by
Purchaser. At the
Closing, Purchaser shall deliver to the Sellers:




(a)           the
Purchase Price (less the Deposit and the Additional Escrow Amount, if
applicable), in immediately available funds, as set forth in Section
3.3;




(b)           a
duly executed assumption agreement in substantially the form of Exhibit E attached
hereto;




(c)           the
officer’s certificate required to be delivered pursuant to Section
10.2(c);




(d)           a
duly executed Transition Services Agreement; and




(e)           such
other documents, instruments and certificates as the Sellers may reasonably
request.




4.4           Termination of
Agreement. This
Agreement may be terminated prior to the Closing as follows:




(a)           by
Purchaser or the Sellers, if the Closing shall not have occurred by the close of
business on May 19, 2010 (the “InitialTermination Date”);
provided, however, that if the
Closing shall not have occurred due to a failure of the conditions set forth in
Section 10.2(e),
Section 10.3(b), Section 10.3(c) or
Section 10.3(d)
and provided that all other conditions to the respective obligations of the
parties to close hereunder that are capable of being fulfilled by the Initial
Termination Date (other than deliveries to be made at the Closing) shall have
been so fulfilled or waived, then no party may terminate this Agreement prior to
June 21, 2010 (the Initial Termination Date, together with any extension thereof
pursuant to this proviso, the “Termination Date”);
provided, further, that if the
Closing shall not have occurred on or before the Initial Termination Date (as it
may be extended pursuant to this Section 4.4(a)) due
to a material breach of any covenants or agreements contained herein by
Purchaser or any of the Sellers, then the breaching party may not terminate this
Agreement pursuant to this Section
4.4(a);




(b)           by
mutual written consent of the Sellers and Purchaser;




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(c)          by
the Sellers or Purchaser, if there shall be in effect any Law that makes
consummation of the transaction contemplated by this Agreement illegal or
otherwise prohibited or a final nonappealable Order of a Governmental Body of
competent jurisdiction restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated hereby; it being agreed that the
parties hereto shall promptly appeal any adverse determination which is
appealable (and pursue such appeal with reasonable diligence);




(d)         by
(i) the Sellers or Purchaser, to the extent Purchaser is not the Successful
Bidder (as defined in the Bidding Procedures), in each case upon entry of the
order by the Bankruptcy Court approving an Alternative Transaction, or (ii)
Purchaser, at the conclusion of the auction if Purchaser elects at such time not
to be the Next Highest Bidder (as defined in the Bidding
Procedures);




(e)          by
the Sellers or Purchaser, at any time after the Sellers file a stand-alone
Chapter 11 Plan with the Bankruptcy Court or at any time after Sellers file any
Chapter 11 Plan that involves approval of a sale of substantially all or a
material portion of the Purchased Assets to a party other than the
Purchaser;




(f)           by
Purchaser, if there shall be a breach by any of the Sellers of any
representation, warranty, covenant or agreement of the Sellers contained in this
Agreement which would result in a failure of a condition set forth in Section 10.1 or Section 10.3, and
which breach cannot be cured or has not been cured by such Seller by the earlier
of (i) 30 days after the giving of written notice by Purchaser to the Sellers of
such breach and (ii) the Termination Date; provided, however, that
Purchaser is not then in material breach of this Agreement;




(g)         
by the Sellers, if there shall be a breach by Purchaser of any representation,
warranty, covenant or agreement of Purchaser contained in this Agreement which
would result in a failure of a condition set forth in Section 10.2 or Section 10.3, and
which breach cannot be cured or has not been cured by Purchaser by the earlier
of (i) 30 days after the giving of written notice by the Sellers to Purchaser of
such breach and (ii) the Termination Date; provided however, that none of
the Sellers are then in material breach of this Agreement;




(h)          by
Purchaser, if either (i) the Bidding Procedures Order shall not have been
entered by the Bankruptcy Court by February 19, 2010, in which case Purchaser
shall exercise such termination right within three (3) Business Days thereafter
or forfeit such right, (ii) the Sale Order shall not have been entered by the
Bankruptcy Court by the Termination Date, or (iii) the Confirmation Order shall
not have been entered by the Bankruptcy Court by the Termination Date, provided that if all
other conditions to the respective obligations of the parties to close hereunder
shall have been so fulfilled or waived (other than deliveries to be made at the
Closing), then Purchaser shall not be entitled to terminate this Agreement
pursuant to this Section 4.4(h)(ii) or
4.4(h)(iii)
unless Purchaser is entitled to terminate this Agreement, as applicable, in
accordance with Section
4.4(a);




(i)           by
Purchaser, if (x) any of the Material Terms of the BPO is modified, including in
the event the Break-Up Fee is not approved by the Bankruptcy Court in connection
with entry of the Bidding Procedures Order, or (y) the Sale Order is modified in
any material respect, in each case without the prior written consent of
Purchaser; or




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(j)           by
Purchaser, if the Bankruptcy Case is converted to cases under chapter 7 of the
Bankruptcy Code, a trustee or examiner with expanded powers is appointed
pursuant to the Bankruptcy Code or the Bankruptcy Court enters an order pursuant
to section 362 of the Bankruptcy Code lifting the automatic stay with respect to
any portion of the Purchased Assets having an aggregate fair market value in
excess of $1,000,000 or which results in the loss of a material benefit
reasonably expected to be received by Purchaser.




4.5           Procedure Upon
Termination. In no event shall the
Sellers have the right to terminate this Agreement unless and until any and all
amounts payable to Purchaser pursuant to Section 7.1 in
connection with such proposed termination are available to be paid and have been
set aside for payment to Purchaser pursuant to the terms of Section
7.1.  In the event of termination by Purchaser or the Sellers,
or both, pursuant to Section 4.4, (i)
written notice thereof shall forthwith be given to the other party or parties,
and this Agreement shall terminate, and the purchase and assumption of the
Purchased Assets and Assumed Liabilities hereunder shall be abandoned, without
further action by Purchaser or the Sellers, and (ii) each party shall return all
documents, work papers and other material of any other party relating to the
transactions contemplated hereby, whether so obtained before or after the
execution hereof, to the party furnishing the same.




4.6 Effect of
Termination .




(a)          In
the event that this Agreement is validly terminated as provided herein, then
each of the parties shall be relieved of its duties and obligations arising
hereunder after the date of such termination and such termination shall be
without liability to Purchaser or the Sellers; provided, however, that the
obligations of the parties set forth in this Section 4.6, Section 3.2(b) and
(c), Section 7.1, Section 8.5 and Article XII shall
survive any such termination and shall be enforceable hereunder.




(b)         
Notwithstanding anything to the contrary set forth in this Agreement, except in
the event of any liability or damage resulting from fraud or a willful and
material breach hereof prior to the date of termination, (i) the Sellers’
aggregate Liability for money damages hereunder shall be capped at an amount
equal to the sum of the Break-Up Fee and the Expense Reimbursement and the
Break-Up Fee and/or the Expense Reimbursement, to the extent payable in
accordance with Section 7.1(a), shall
be the sole and exclusive remedy of the Purchaser in the event of a termination
of this Agreement and (ii) Purchaser’s aggregate Liability for money damages
hereunder shall be capped at an amount equal to the Deposit and the Deposit, if
and to the extent payable to the Sellers in accordance with Section 3.2(c), shall
be the sole and exclusive remedy of the Sellers in the event of a termination of
this Agreement.  For the avoidance of doubt, no obligation of the
Purchaser hereunder shall be construed to be an obligation of Purchaser to sue
or take any other action against any counterparties to the Equity Commitment
Letter to enforce the rights of Purchaser thereunder.


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ARTICLE
V




REPRESENTATIONS
AND WARRANTIES OF THE SELLERS




The
Sellers hereby represent and warrant to Purchaser that:




5.1           Organization and Good
Standing. Each Seller is a limited
liability company or partnership duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization and, subject to
the limitations imposed on such Seller as a result of having filed a petition
for relief under the Bankruptcy Code, has all requisite limited liability
company or partnership power and authority to own, lease and operate its
properties and carry on the Business as now conducted.  Each Seller is
duly qualified or authorized to do business as a foreign limited liability
company or partnership and is in good standing under the laws of each
jurisdiction in which any property or asset owned, leased, licensed, operated or
used by such Seller, or any business, operation, or affair conducted by such
Seller makes it necessary or appropriate for such Seller to be licensed or
qualified to do business and in good standing in such
jurisdiction.  Each Seller has delivered to Purchaser true, complete
and correct copies of its organizational documents as in effect on the date
hereof.




5.2           Authorization of
Agreement.Except for such
authorization as is required by the Bankruptcy Court (as hereinafter provided
for), each Seller has the requisite power, authority and legal capacity to
execute and deliver this Agreement and each other agreement, document, or
instrument or certificate contemplated hereby or to be executed by any Seller in
connection with the consummation of the transactions contemplated hereby (the
“Seller
Documents”), to perform its respective obligations hereunder and
thereunder and to consummate the transactions contemplated hereby and
thereby.  The execution and delivery hereof and the Seller Documents
and the consummation of the transactions contemplated hereby and thereby have
been duly authorized by all requisite limited liability or other action on the
part of each Seller.  This Agreement has been, and each of the Seller
Documents will be at or prior to the Closing, duly and validly executed and
delivered by each Seller and, assuming the due authorization, execution and
delivery by the other parties hereto and thereto and the entry of the Sale
Order, this Agreement constitutes, and each of the Seller Documents when so
executed and delivered will constitute, legal, valid and binding obligations of
such Seller, enforceable against such Seller in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
and similar Laws affecting creditors’ rights and remedies generally, and
subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in
equity).




5.3 Conflicts; Consents of Third
Parties .




(a)          Except
as set forth on Schedule 5.3(a), none
of the execution and delivery by any Seller hereof or by any Seller of the
Seller Documents, the consummation of the transactions contemplated hereby or
thereby, or compliance by such Seller with any of the provisions hereof or
thereof will conflict with, or result in any violation of or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or loss of a
material benefit under, or give rise to any obligation of any Seller to make any
payment under, or to the increased, additional, accelerated or guaranteed rights
or entitlements of any Person under, or result in the creation of any Liens upon
any of the properties or assets of such Seller under any provision of (i) the
certificate of formation and limited liability company agreement (or other
comparable organizational documents) of such Seller; (ii) subject to entry of
the Sale Order, any Purchased Contract or Permit to which such Seller is a party
or by which any of the properties or assets of such Seller are bound; (iii)
subject to entry of the Sale Order, any Order of any Governmental Body
applicable to such Seller or any of the properties or assets of such Seller as
of the date hereof; or (iv) subject to entry of the Sale Order, any applicable
Law.


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(b)          Except
as set forth on Schedule 5.3(b), no
consent, waiver, approval, Order, Permit or authorization of, or declaration or
filing with, or notification to any Person or Governmental Body is required on
the part of any Seller in connection with the execution and delivery hereof or
the Seller Documents, the compliance by such Seller with any of the provisions
hereof or thereof, the consummation of the transactions contemplated hereby or
thereby or the taking by such Seller of any other action contemplated hereby or
thereby, except for (i) compliance with the applicable requirements of the HSR
Act, (ii) the entry of the Sale Order and the Bidding Procedures Order, and
(iii) any immaterial consents, waivers, approvals, Orders, Permits,
authorizations, declarations, filings and notifications.




5.4           Financial
Statements. The Sellers have
delivered to Purchaser copies of (i) the audited consolidated balance sheets of
PCAA Parent as of December 31, 2007 and 2008 and the related audited
consolidated statements of income and of cash flows of PCAA Parent for the years
then ended and (ii) the unaudited consolidated balance sheet of PCAA Parent as
at September 30, 2009 and the related consolidated statement of income and cash
flows of PCAA Parent for the nine month period then ended (such audited and
unaudited statements, including the related notes and schedules thereto, are
referred to herein as the “Financial
Statements”).  Each of the Financial Statements is complete and
correct in all material respects, has been prepared in accordance with GAAP
consistently applied without modification of the accounting principles used in
the preparation thereof throughout the periods presented and presents fairly in
all material respects the consolidated financial position, results of operations
and cash flows of the Sellers as of the dates and for the periods indicated
therein, subject to normal year-end adjustments and the absence of complete
notes in the case of the unaudited statements.




5.5
            Tangible Personal
      Property.




(a)          One
or more of the Sellers owns the Tangible Personal Property free and clear of all
Liens other than Permitted Exceptions.




(b)          Schedule 5.5(b) sets
forth all leases or other agreements (individually, a “Personal Property
Lease”) relating to Tangible Personal Property leased by the Sellers (the
“Leased Tangible
Personal Property”) resulting in annual payments of $10,000 or
more.  Each Personal Property Lease is a valid and existing leasehold
interest of the applicable Seller free and clear of all Liens, except Liens set
forth on Schedule
5.5(b) and Permitted
Exceptions.  No Seller is in material default under, and, to the
Knowledge of Seller, no other party is in material default under, any Personal
Property Lease, and no event has occurred and is continuing that constitutes or,
with notice or the passage of time, or both, would constitute a material default
under such Personal Property Lease.




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(c)          All
Tangible Personal Property and Leased Tangible Personal Property of each of the
Sellers is and immediately after the Closing will be free of defects and
deficiencies (other than Permitted Exceptions), is and immediately after the
Closing will be in good operating condition and repair (ordinary and reasonable
wear and tear excepted), is and immediately after the Closing will be suitable
for the purposes for which it is currently used or intended to be used and,
together with the other Purchased Assets, immediately after the Closing will be
sufficient for Purchaser to conduct the Business without interruption and in the
Ordinary Course of Business as it has been conducted by the
Sellers.  None of the Sellers has, and immediately after the Closing
none of the Sellers will have, leased or subleased to any other Person any of
its Tangible Personal Property or Leased Tangible Personal Property. None of the
Sellers has, and immediately after the Closing none of the Sellers will have,
assigned to any other Person its interest under any lease or sublease with
respect to any Leased Tangible Personal Property of such Seller. The rental set
forth in each lease or sublease of any item or distinct group of Leased Tangible
Personal Property of each Seller is and immediately after the Closing will be
the actual rental being paid by such Seller and there are and immediately after
the Closing will be no separate agreements or understandings in respect
thereof.




(d)         
Schedule 5.5(d) sets forth a true and complete list of all vehicles used or held
for use in the conduct of the Business.




5.6           Absence of Certain
Developments. Except as expressly
contemplated hereby or as set forth on Schedule 5.6, since
September 30, 2009, (i) the Sellers have conducted the Business only in the
Ordinary Course of Business, (ii) there has not been any Effect that has had or
would reasonably be expected to have a Material Adverse Effect and (iii) no
Seller has taken, or failed to take, any action, which the taking of or failure
to take after the date hereof would have required the prior written consent of
Purchaser pursuant to Section
8.2.  Following the date hereof, there has not been any
material and adverse Effect with respect to the results of operation of the
Business or the Purchased Assets which would reasonably be expected to result in
a decrease in annual revenues of the Business for the calendar year ending on
December 31, 2010 of more than $6,800,000 as compared to the revenue of the
Business for the twelve month period ending on the date hereof.




5.7           Taxes. Except as set forth on Schedule 5.7(a), and
except for matters that have not had and would not reasonably be expected to
have a Material Adverse Effect,




(a)          (i)
the Sellers have timely filed all Tax Returns required to be filed with the
appropriate Tax Authorities in all jurisdictions in which such Tax Returns are
required to be filed (taking into account any extension of time to file granted
or to be obtained on behalf of the Sellers); and (ii) all Taxes shown to be
payable on such Tax Returns or that are otherwise due and payable have been
paid;




(b)          none
of the Sellers is a “Foreign Person” within the meaning of Section 1445 of the
Code;




(c)          there
are no Tax Liens on the Purchased Assets, except Permitted
Exceptions;




(d)          the
Sellers have complied in all material respects with all applicable Laws relating
to the payment and withholding of Taxes (including withholding and reporting
requirements under Code sections 3401 through 3406, 6041 and 6049 and similar
provisions under any other Laws) and has, within the time and in the manner
prescribed by Law, withheld from employee wages and paid over to the proper
government authorities all required amounts; and


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(e)          no
audits or other administrative proceedings or court proceedings with regard to
any Taxes or Tax Returns of any Seller is presently pending, or to the Knowledge
of Seller, has been threatened in writing against any Seller.




5.8
            Real
      Property.




(a)          The
Sellers have good and valid fee title to all Owned Real Property, free and clear
of all Liens, except the Permitted Exceptions.  No Seller has granted
any purchase option, right of first offer or right of first refusal with respect
to any Owned Real Property.  To the Knowledge of Seller, none of the
Owned Real Property is subject to any purchase option, right of first offer or
right of first refusal, except as disclosed in the Title
Commitments.




(b)          Schedule 5.8(b) sets
forth the documents which comprise all leases and subleases, including all
amendments thereto and guarantees thereof (individually, a “Real Property
Lease”), relating to real property leased or subleased by the Sellers
(the “Leased Real
Property”).  Each Real Property Lease is a valid and existing
leasehold interest of the applicable Seller free and clear of Liens, except for
Permitted Exceptions.  No Seller is in material default under, and, to
the Knowledge of Seller, no other party is in material default under, any Real
Property Lease, and no event has occurred and is continuing that constitutes or,
with notice or the passage of time, or both, would constitute a material default
under such Real Property Lease.  The rental set forth in each Real
Property Lease of any parcel of Leased Real Property of each Seller is and
immediately after the Closing will be the actual rental being paid by such
Sellers and there are and immediately after the Closing will be no separate
agreements or understandings in respect thereof.  No Seller has
assigned to any other Person its interest under any Real Property Lease of such
Seller.




(c)
         To the Knowledge of
Seller, except as set forth on Schedule 5.8(c),
there are no condemnation or eminent domain proceedings of any kind pending or
threatened against any Owned Real Property or Leased Real Property of any
Seller.  No Seller has leased, subleased or licensed to any other
Person any parcel or any portion of any parcel of any Owned Real Property or
Leased Real Property of such Seller, other any such leases, subleases and
licenses that are Permitted Exceptions.




(d)          The
Sellers are in possession of each parcel of Owned Real Property and Leased Real
Property of such Seller, except to the extent such Owned Real Property or Leased
Real Property has been leased or subleased by the Sellers as set forth on Schedule
5.8(b).  All existing water, sewer, steam, gas, electricity,
telephone, and other utilities required for the use, occupancy, and operation of
the Owned Real Property and Leased Real Property of each Seller are adequate in
all material respects for the conduct of the Business as it currently is
conducted.  To the Knowledge of Seller, no improvements to any Owned
Real Property or Leased Real Property have been materially damaged by any
casualty.


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5.9
            Intellectual
      Property.




(a)           There
are no Patents used or held for use in the Business.  Except as set
forth on Schedule
5.9(a), the Sellers own or have valid licenses to use all Purchased
Intellectual Property.  With respect to any Purchased Intellectual
Property owned by the Sellers (“Owned Purchased Intellectual
Property”), the Sellers own all right, title and interest in such Owned
Purchased Intellectual Property free and clear of all Liens other than Permitted
Exceptions.  The Purchased Intellectual Property includes all the
Intellectual Property, Copyrights and Trademarks that are, as of the date
hereof, used in connection with the conduct and operation of the
Business.  As of the date hereof, there has been no assertion or claim
made to any Seller asserting invalidity, misuse or unenforceability of any
Purchased Intellectual Property or challenging the Sellers’ right to use or
transfer or ownership of the applicable Purchased Intellectual Property or
asserting ownership of any Owned Purchased Intellectual Property by any other
Person.




(i) All Purchased
Intellectual Property of the Sellers is and immediately after the Closing will
be in full force and effect.  None of the Sellers has, and immediately
after the Closing no Sellers will have, granted any license or other right to
any other Person with respect to any material Purchased Intellectual Property of
the Sellers, other than end-user licenses to its services that incorporate any
portion of the Purchased Intellectual Property of such Sellers.




(ii)           Each
Trademark is and immediately after the Closing will be in full force and
effect.  No Seller has, and immediately after the Closing no Seller
will have, granted any license or other right to any other Person with respect
to any Trademark.




(b)           Schedule 5.9(b) sets
forth all material Intellectual Property Licenses to which any Seller is a party
as of the date hereof.  Each Intellectual Property License is in full
force and effect as of the date hereof and no Seller is in material default
thereunder and, to the Knowledge of Seller, no other party thereto is in
material default thereunder, and no event has occurred and is continuing that
constitutes or, with notice or the passage of time, or both, would constitute a
material default under any such Intellectual Property License.




(i)      
     All Intellectual Property Licenses of the Sellers
are and immediately after the Closing will be in full force and
effect.  No Seller has, and immediately after the Closing no Seller
will have, granted any sublicense or other right to any other Person with
respect to any Intellectual Property Licenses of such Seller, other than
end-user licenses to its products that incorporate any portion of Intellectual
Property Licenses of such Seller, in each case in accordance with such
Intellectual Property Licenses.




(ii)           The
Sellers represent that the Sellers (A) entered into an agreement with
netPark, LLC, an Ohio limited liability company (“netPark”), granting
the Sellers a nontransferable, limited right and license to access and use the
netPark Web-based parking management system, (B) do not own the netPark
Web-based parking management system, (C) have engaged netPark to develop custom
modifications (the “Custom
Modifications”) to the netPark Web-based parking management system, and
that all Custom Modifications are works for hire, and (D) own all right, title,
and interest in and to (1) all Custom Modifications and (2) all copyrights,
patent rights, trade secret rights and other proprietary rights relating to the
Custom Modifications and any materials related to the Custom Modifications,
including without limitation rights in software, scripts, utilities, tools,
business processes and methodologies.


Strictly
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 29


(c)           To
the Knowledge of Seller, the rights of the Sellers in, to, and under the
Purchased Intellectual Property and the Intellectual Property Licenses of the
Sellers do not and immediately after the Closing will not, misappropriate,
conflict with or infringe any intellectual property of any other
Person.  The Sellers have received no claim or notice from any Person
alleging any such misappropriation, conflict or infringement.




(d)          Schedule 5.9(d) sets
forth all Internet domain names used or held for use in conducting the Business,
each of which is included in Purchased Intellectual Property.




5.10
            Material
      Contracts.




(a)          Schedule 5.10(a) sets
forth all of the following Contracts to which any Seller is a party or is
otherwise bound, relating to the Business or which otherwise may bind or affect
the Purchased Assets (collectively, the “Material
Contracts”):




(i)           Contracts
with any Affiliate or current or former officer, director, stockholder or
Affiliate of any Seller.




(ii)          the
Collective Bargaining Agreements;




(iii)         Contracts
for the sale of any of the assets of the Business for consideration in excess of
$100,000;




(iv)         Contracts
relating to incurrence of Indebtedness or the making of any loans, in each case
involving amounts in excess of $100,000;




(v)          Contracts
which require, or are reasonably expected to require, expenditures by any Seller
in excess of $25,000 per annum;




(vi)         Contracts
resulting in, or are reasonably expected to result in, the receipt by the
Business of more than $25,000 per annum in the aggregate;




(vii)        Contracts
which materially restrict the Business from engaging in any business anywhere in
the United States;




(viii)       Contracts
containing any (a) non-competition, non-solicitation or similar agreements or
arrangements or (b) “earn-out” or similar agreements or
arrangements;




(ix)          Contracts
relating to any material joint venture, partnership or
alliance;


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 30


(x)           Contracts
imposing a Lien (other than Permitted Exceptions) on any Purchased
Asset;




(xi)          Contracts
providing for severance, retention, change in control or similar
payments;




(xii)         Contracts
for the employment of any Person on a full-time, part-time or consulting or
other basis; or




(xiii)        Contracts
that are otherwise material to the Business or the Purchased Assets or the
operation thereof, including airport access agreements.




(b)          Each
Material Contract is legal, valid, binding and enforceable against the Seller
party thereto and, to the Knowledge of Seller, each other party thereto, and is
in full force and effect (in each case, subject to the Bankruptcy Case and
applicable bankruptcy, insolvency, reorganization, moratorium or other Laws
affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at
law).  Except as set forth on Schedule 5.10(b),
none of the Sellers is in default under any Material Contract and, to the
Knowledge of Seller, no other party to any Material Contract is in default
thereof and no event has occurred and is continuing that constitutes or, with
notice or the passage of time, or both, would constitute, a material default
thereunder.  The Sellers have delivered or otherwise made available to
Purchaser true, correct and complete copies of all Material Contracts, together
with all amendments, modifications or supplements thereto.  Except as
set forth on Schedule 5.10(b), no consents or approvals of any Person are
required by the Sellers to assign any rights under any Purchased Contract to
Purchaser.  The assignment by the Sellers of their rights under the
Purchased Contracts to Purchaser at Closing will not result in any violation or
default (with or without notice or lapse of time or both) under, or give rise to
any right of termination, cancellation or acceleration of any obligation or loss
of a material benefit under, or give rise to any obligation of Purchaser to make
any payment under, or to the increased, additional, accelerated or guaranteed
rights or entitlements of any Person under, or result in the creation of any
Liens upon any of the properties or assets of Purchaser following the
Closing.




5.11
            Labor and Employee
      Benefits.




(a)          Except
as set forth on Schedule 5.11(a),
none of the Sellers is a party to any labor or collective bargaining
agreement.  Except as set forth on Schedule 5.11(a),
there are no strikes, work stoppages, work slowdowns or lockouts pending or, to
the Knowledge of Seller, threatened in writing against any Seller.




(b)          Schedule 5.11(b)
lists all material “employee benefit plans”, as defined in Section 3(3) of
ERISA, and all other material employee benefit arrangements or payroll
practices, including, bonus plans, consulting or other compensation agreements,
incentive, equity or equity-based compensation, or deferred compensation
arrangements, stock purchase, severance pay, sick leave, vacation pay, salary
continuation, disability, hospitalization, medical insurance, life insurance,
scholarship programs maintained by any Seller or to which any Seller contributed
or is obligated to contribute thereunder for current or former employees of such
Seller (the “Employee
Benefit Plans”).


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Confidential
 31


(c)          To
the Knowledge of Seller, no Lien pursuant to ERISA Sections 303(k) or 4068 or
pursuant to Code Sections 412(n) (as in effect through the date of its repeal)
or 430(k) in favor of, or enforceable by, the Pension Benefit Guaranty
Corporation with respect to any of the Purchased Assets was perfected by the
Pension Benefit Guaranty Corporation prior to the filing of the Bankruptcy
Case.




5.12         Litigation.As of the date hereof, except as set forth on
Schedule 5.12,
there are no Legal Proceedings pending or, to the Knowledge of Seller,
threatened, related to the Business or any of the Purchased Assets or against
any Seller which has had or would reasonably be expected to have a Material
Adverse Effect or, if adversely determined, would reasonably be expected to
result in damages in excess of $100,000.  No Seller is subject to any
Order except to the extent the same has not resulted in and would not reasonably
be expected to result in a Material Adverse Effect.




5.13         Compliance with Laws;
Permits.




(a)          As
of the date hereof, the Sellers are in material compliance with all Laws
applicable to the Purchased Assets or the Business, except with respect to Taxes
and Environmental Laws which shall be governed by Sections 5.7 and
5.14,
respectively; provided, that any
legal, non-conforming use of any Owned Real Property or Leased Real Property
shall be deemed to be in material compliance.  As of the date hereof,
none of the Sellers has received any notice of or been charged with the
violation of any Laws.  To the Knowledge of Seller, no fact,
circumstance, or condition exists that could give rise to or serve as the basis
for the issuance or imposition of any Order with respect to any of the Purchased
Assets.




(b)          As
of the date hereof, the Sellers have all material Permits which are required for
the operation of the Business as presently conducted.  None of the
Sellers is in material default or violation (and no event has occurred which,
with notice or the lapse of time or both, would constitute a material default or
violation) of any term, condition or provision of any Permit to which it is a
party.  To the Knowledge of Seller, no fact, circumstance, or
condition exists that could cause the acceleration, amendment, cancellation,
revocation, rescission, suspension, termination, withdrawal, or other
modification of any such Permits, or give any Person the right to do
so.  Such Permits are assignable to Purchaser and, to the Knowledge of
Seller, such Permits are and immediately after the Closing will be sufficient to
allow the Purchaser to conduct the portion of the Business acquired by Purchaser
immediately after the Closing in substantially the same manner as conducted by
the Sellers as of the date hereof.




(c)          The
Sellers own, lease, license, operate and use the Purchased Assets and conduct
the Business in accordance with and immediately after the Closing will be in
full compliance with its organizational documents (as in effect as of the date
hereof) and in material compliance with all Laws, Permits, and Orders applicable
to the Purchased Assets and the Business; provided, that any
legal, non-conforming use of any Owned Real Property or Leased Real Property
shall be deemed to be in material compliance.  The Sellers have
received no notice or other communication, oral or written, from any
Governmental Body alleging any material contravention or violation by any Seller
of any Law, Permit, or Order applicable to it or to any of the Purchased Assets
or the Business.




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 32


5.14        Environmental
Matters.The representations and
warranties contained in this Section 5.14 are the
sole and exclusive representations and warranties of the Sellers pertaining or
relating to any environmental, health or safety matters, including any matter
arising under any Environmental Law.  Except as set forth on Schedule 5.14, to the
Knowledge of Seller, after due inquiry, as of the date hereof:




(a)          the
operations of the Sellers with respect to the Purchased Assets have been
conducted and are in compliance in all material respects with all applicable
Environmental Law and all material Permits issued pursuant to Environmental Law,
a list of such material Permits being set forth on Schedule 5.14; each
such material Permit is and immediately after the Closing will be in full force
and effect and is assignable to Purchaser and, to the Knowledge of Seller, there
exists no fact, circumstance, or condition that could cause the termination,
suspension, revocation, or cancellation thereof;




(b)          none
of the Sellers is the subject of any outstanding material Order with any
Governmental Body respecting (i) compliance with Environmental Law, (ii)
Remedial Action or (iii) any Release of a Hazardous Material, in each case, with
respect to the Purchased Assets;




(c)          none
of the Sellers has received any communication from any Governmental Body during
the three-year period ending on the date of this Agreement alleging that any
Seller may be in material violation of any Environmental Law or any Permit
issued pursuant to any Environmental Law, or may have any material
investigatory, remedial or corrective obligation under any Environmental Law, in
each case, with respect to the Purchased Assets;




(d)          to
the Knowledge of Seller, there are no events, conditions or circumstances that
would result in any material action, claim or allegation by any Person under any
Environmental Law or related to Hazardous Materials with respect to any Owned
Real Property or Leased Real Property; and




(e)          the
Sellers have made available to Purchaser all material environmental reports,
assessments, audits and studies prepared during the three-year period ending on
the date of this Agreement with respect to the Owned Real Property and Leased
Real Property in their possession.




5.15         Title to Purchased Assets;
Status of Owned Real Property and Leased Real Property.  All of
the Purchased Assets being conveyed to Purchaser hereunder will be delivered
free and clear of all Liens to the extent provided in the Sale Order, subject
only to the Permitted Exceptions, and are either:  (a) encumbered by a
secured loan facility of the Sellers whose lenders are consenting to the
transactions contemplated hereunder; (b) encumbered under a secured loan
facility of the Sellers whose lenders will be paid in full in cash at the
Closing from the Purchase Price, or (c) unencumbered with respect to any secured
loans of the Sellers; provided, that with
respect to each Leased Real Property, the foregoing representation shall be
applicable to only such secured loan facilities, if any, that were entered into
by the Sellers or otherwise attributable to the Sellers and shall in no way
include any loan facilities entered into by the lessor(s) of such Leased Real
Property or otherwise attributable to such lessor(s).




Strictly
Confidential
 33




5.16        Related-Party
Transactions.To the Knowledge of
Seller, no shareholder, option holder, warrant holder, director, or officer of
the Sellers, or any of their respective Affiliates has any direct or indirect
financial interest in any material supplier or customer of the Sellers, or any
other Person with which the Sellers has a material business arrangement or
relationship




5.17        Financial
Advisors.Except for SSG Capital
Advisors, LLC, no Person has acted, directly or indirectly, as a broker, finder
or financial advisor for the Sellers in connection with the transactions
contemplated hereby and no Person is entitled to any fee or commission or like
payment from Purchaser in respect thereof.




5.18         No Other Representations or
Warranties; Schedules.EXCEPT FOR
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE V (AS
MODIFIED BY THE SCHEDULES HERETO) AND THE SELLER DOCUMENTS, NONE OF THE SELLERS
NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR
WARRANTY WITH RESPECT TO THE SELLERS, THE BUSINESS, THE PURCHASED ASSETS, THE
ASSUMED LIABILITIES OR OTHERWISE, OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND
THE SELLERS DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY
THE SELLERS, ANY AFFILIATE OF THE SELLERS OR ANY OF THEIR
REPRESENTATIVES.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS ARTICLE V (AS
MODIFIED BY THE SCHEDULES HERETO), THE SELLERS (I) EXPRESSLY DISCLAIM AND NEGATE
ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT COMMON LAW, BY STATUTE,
OR OTHERWISE, RELATING TO THE CONDITION OF THE PURCHASED ASSETS (INCLUDING ANY
IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS) AND (II) DISCLAIM
ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION,
FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR
IN WRITING) TO PURCHASER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY
OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE
PROVIDED TO PURCHASER BY ANY REPRESENTATIVE OR AFFILIATE OF THE
SELLERS).  AS A MATERIAL INDUCEMENT TO SELLERS ENTERING INTO THIS
AGREEMENT, PURCHASER REPRESENTS, WARRANTS AND ACKNOWLEDGES TO AND AGREES WITH
SELLERS THAT, WITH RESPECT TO THE PHYSICAL CONDITION OF THE OWNED REAL PROPERTY
AND LEASED REAL PROPERTY, PURCHASER IS PURCHASING ALL ASPECTS OF THE OWNED REAL
PROPERTY AND LEASED REAL PROPERTY IN AN “AS IS, WHERE IS” CONDITION “WITH ALL
FAULTS” AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS
OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR TYPE
WHATSOEVER FROM OR ON BEHALF OF THE SELLERS, EXCEPT AS EXPRESSLY PROVIDED IN
THIS AGREEMENT.  The Sellers make no representations or warranties to
Purchaser regarding the probable success or profitability of the
Business.  The disclosure of any matter or item in any Schedule hereto
shall not be deemed to constitute an acknowledgment that any such matter is
required to be disclosed or is material or that such matter would result in a
Material Adverse Effect.




Strictly
Confidential
 34


ARTICLE
VI




REPRESENTATIONS
AND WARRANTIES OF PURCHASER




Purchaser
hereby represents and warrants to the Sellers that:




6.1           Organization
and Good Standing.Purchaser is a limited
liability companyduly organized, validly existing and in good
standing under the laws of the State of Delaware and has all requisite limited
liability company power and authority to own, lease and operate its properties
and to carry on its business as now conducted.




6.2           Authorization of
Agreement.Purchaser has full
limited liability company power and authority to execute and deliver this
Agreement and each other agreement, document, instrument or certificate
contemplated by this Agreement or to be executed by Purchaser in connection with
the consummation of the transactions contemplated hereby and thereby (the “Purchaser
Documents”), and to consummate the transactions contemplated hereby and
thereby.  The execution, delivery and performance by Purchaser hereof
and each Purchaser Document have been duly authorized by all necessary limited
liability company action on behalf of Purchaser.  This Agreement has
been, and each Purchaser Document will be at or prior to the Closing, duly
executed and delivered by Purchaser and (assuming the due authorization,
execution and delivery by the other parties hereto and thereto) this Agreement
constitutes, and each Purchaser Document when so executed and delivered will
constitute, the legal, valid and binding obligations of Purchaser, enforceable
against Purchaser in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting creditors’ rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).




6.3
            Conflicts; Consents of
      Third Parties.




(a)          None
of the execution and delivery by Purchaser of this Agreement or the Purchaser
Documents, the consummation of the transactions contemplated hereby or thereby,
or the compliance by Purchaser with any of the provisions hereof or thereof will
conflict with, or result in any violation of or default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or loss of a material benefit
under, or give rise to any obligation of Purchaser to make any payment under, or
to the increased additional accelerated or guaranteed rights or entitlements of
any Person under, or result in the creation of any Liens upon any of the
properties or assets of Purchaser under any provision of (i) the certificate of
formation and limited liability company agreement of Purchaser, (ii) any
Contract to which Purchaser is a party or by which Purchaser or its properties
or assets are bound or (iii) any Order of any Governmental Body applicable to
Purchaser or by which any of the properties or assets of Purchaser are bound or
(iv) any applicable Law.


Strictly
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 35


(b)         No
consent, waiver, approval, Order, Permit or authorization of, or declaration or
filing with, or notification to, any Person or Governmental Body is required on
the part of Purchaser in connection with the execution and delivery of this
Agreement or the Purchaser Documents, the compliance by Purchaser with any of
the provisions hereof or thereof, the consummation of the transactions
contemplated hereby or thereby or the taking by Purchaser of any other action
contemplated hereby or thereby, or for Purchaser to conduct the Business from
and after the Closing Date, except for (i) compliance with the applicable
requirements of the HSR Act and (ii) any immaterial consents, waivers,
approvals, Orders, Permits, authorizations, declarations, filings and
notifications.




6.4          Litigation.As of the date hereof, except as set forth on
Schedule 6.4,
there are no Legal Proceedings pending or, to the knowledge of Purchaser,
threatened against Purchaser or any of its Affiliates, which, if adversely
determined, would have a material adverse effect on the ability of Purchaser to
perform its obligations hereunder or to consummate the transactions contemplated
hereby.




6.5          Financial
Advisors.No Person has acted,
directly or indirectly, as a broker, finder or financial advisor for Purchaser
in connection with the transactions contemplated hereby and no Person is
entitled to any fee or commission or like payment in respect
thereof.




6.6          Financial
Capability.Purchaser (i) has, and
will have at the Closing, pursuant to the aggregate proceeds to be disbursed
pursuant to the Equity Commitment Letter, together with other cash held by
Purchaser on the date hereof and at the Closing, sufficient cash in immediately
available United States funds for Purchaser to pay the Purchase Price and all
other amounts to be paid by Purchaser (including expenses) in connection with
the consummation of the transactions contemplated herein, and (ii) has not
incurred any obligation, commitment, restriction or Liability of any kind, which
would materially impair or adversely affect such resources and
capabilities.  Attached hereto as Exhibit F is a
true, correct and complete copy of the Equity Commitment Letter, dated December
16, 2009, pursuant to which Corinthian Equity Fund, L.P. and Bainbridge ZKS
Fund, LP have agreed to make an equity investment in Purchaser (the “Equity Commitment
Letter”).  The Equity Commitment Letter is in full force and
effect, is a legal, valid and binding obligation of each of the parties thereto
and is not subject to any contingencies or conditions that are not set forth in
the Equity Commitment Letter.  No event has occurred which, with or
without notice, lapse of time or both, would constitute a default or breach
under any term or condition of the Equity Commitment Letter, and Purchaser has
no reasonable basis to believe that it or any other party thereto will be unable
to satisfy on a timely basis any term or condition of closing to be satisfied
pursuant to the Equity Commitment Letter.  Notwithstanding anything to
the contrary contained herein, Purchaser’s obligations to consummate the
transactions contemplated herein or in any Purchaser Document are not
conditioned or contingent in any way upon the receipt of financing from any
Person, including pursuant to the Equity Commitment Letter.


Strictly
Confidential
 36


6.7          Condition of the
Business.Notwithstanding anything
contained herein to the contrary, Purchaser acknowledges and agrees that the
Sellers are not making any representations or warranties whatsoever, express or
implied, beyond those expressly given by the Sellers in Article V (as
modified by the Schedules hereto as supplemented or amended) and the Seller
Documents, and Purchaser acknowledges and agrees that, except for the
representations and warranties contained herein, the Purchased Assets are being
transferred on a “where is” and, as to condition, “as is”
basis.  Purchaser further represents that none of the Sellers nor any
of their Affiliates or Representatives has made any representation or warranty,
express or implied, as to any financial projection or forecast relating to the
Business or the Purchased Assets not expressly set forth herein, and none of the
Sellers nor any of their Affiliates or Representatives will have or be subject
to any liability to Purchaser or any other Person resulting from the
distribution to Purchaser or its Representatives or Purchaser’s use of, any such
information, including any such information contained in the Confidential
Information memorandum, dated July 2009, distributed on behalf of the Sellers
relating to the Business.




6.8          Bankruptcy.There are no bankruptcy, reorganization or
insolvency proceedings pending against, being contemplated by, or to the
knowledge of Purchaser, threatened against, Purchaser.




ARTICLE
VII




BANKRUPTCY
COURT MATTERS




7.1          Expense Reimbursement and
Break-Up Fee.




(a)          Following
the entry of the Bidding Procedures Order:




(i)           in
the event that this Agreement is validly terminated pursuant to Section 4.4(d), the
Sellers shall (A) reimburse Purchaser for the reasonable and documented
out-of-pocket costs and expenses (including legal, accounting, and other
consultant fees and expenses) incurred by Purchaser and/or its Representatives
in connection with the transactions contemplated hereby in an amount up to
$750,000 (the “Expense
Reimbursement”), and (B) subject to approval by the Bankruptcy Court, pay
to Purchaser an amount equal to $3,345,000 (the “Break-Up Fee”), by
wire transfer of immediately available funds within one Business Day following
the date of consummation of an Alternative Transaction.




(ii)          in
the event that this Agreement is validly terminated pursuant to Section 4.4(e), the
Sellers shall pay to Purchaser the Break-up Fee, subject to approval by the
Bankruptcy Court, and the Expense Reimbursement by wire transfer of immediately
available funds within one Business Day following the date of termination of
this Agreement.




(iii)         in
the event that this Agreement is validly terminated pursuant to Section 4.4(f), the
Sellers shall pay to Purchaser the Expense Reimbursement by wire transfer of
immediately available funds within one Business Day following the date of
termination of this Agreement.




(b)           The
Sellers shall use reasonable efforts to cause the Expense Reimbursement and the
Break-Up Fee to be granted super-priority administrative expense status in the
Bankruptcy Case, subordinate only to (i) any
debtor-in-possession financingand (ii)
adequate protection provided to the Sellers’ prepetition secured lenders and
secured by assets of the Sellers with such claims and liens to be senior on all
unencumbered assets but junior on all encumbered assets.


Strictly
Confidential
 37


(c)          Upon
payment of the Expense Reimbursement and/or Break-Up Fee hereunder, the Sellers,
their respective Affiliates and Representatives shall be fully released and
discharged by Purchaser, its Affiliates and Representatives from any liability
or obligation arising under or relating to this Agreement (other than as
otherwise expressly provided in Section 4.6) and Purchaser, its Affiliates and
Representatives shall not have any other remedy or cause of action under, or
relating to, this Agreement or any applicable Law.  Upon payment of
the Deposit hereunder, Purchaser, its respective Affiliates and Representatives
shall be fully released and discharged by the Sellers, their Affiliates and
Representatives from any liability or obligation arising under or relating to
this Agreement (other than as otherwise expressly provided in Section 4.6) and Sellers, their Affiliates and
Representatives shall not have any other remedy or cause of action under, or
relating to, this Agreement or any applicable Law.




7.2
            Non-Solicitation.




(a)          The
Sellers acknowledge that the Purchaser and its Representatives have devoted and
will devote substantial time and have incurred and will incur significant
out-of-pocket expenses in connection with this Agreement and the transactions
contemplated thereby.  To induce the Purchaser and its Representatives
to incur such time and expenses, the Sellers hereby agree that from and after
the date hereof and until the entry of the Bidding Procedures Order by the
Bankruptcy Court (the “Exclusivity Period”),
the Sellers will not, and will not permit their respective subsidiaries,
Affiliates (including Seller Parent and its controlled subsidiaries, but
excluding any equity holders of PCAA Parent not controlled by Seller Parent),
directors, officers, employees, advisors or agents, or the subsidiaries or
affiliated or related entities of Seller Parent (excluding any equity holders of
PCAA Parent not controlled by Seller Parent), its directors, officers,
employees, advisors, or agents, to, directly or indirectly, (A) initiate,
solicit, discuss, negotiate or accept any inquiries, proposals or offers
(whether initiated by them or otherwise) with respect to (i) the acquisition of
any shares of capital stock or any other voting securities or debt securities of
any Seller or any interests therein (provided that the
currently existing minority shareholders of PCAA Parent shall be permitted to
sell to each other, Seller Parent or a wholly-owned subsidiary of Seller Parent
the equity interests of PCAA Parent currently owned by such existing minority
shareholders, provided, however, that no such
sale of equity, individually or in the aggregate, shall result in Seller Parent
owning, directly or indirectly, less than 51% of the equity interests of PCAA
Parent or having the ability to elect or appoint less than a majority of the
board of directors of PCAA Parent or shall otherwise result in a change of
control of the Sellers), (ii) the acquisition of all or a material portion of
the assets and properties of any Seller or interests therein, (iii) the merger,
consolidation or combination of any Seller, (iv) the financing or refinancing of
any Seller, including, without limitation, any debtor-in-possession financing
(provided that the Sellers can solicit and negotiate Permitted DIP Financing),
(v) the liquidation, dissolution or reorganization of any Seller or (vi) the
acquisition, directly or indirectly, by any Seller, or its subsidiaries, of
capital stock or assets and properties of any other Person (any of the foregoing
clauses (i) through (vi), a “Potential
Transaction”), (B) provide information to any other Person, or review
information of any other Person, in connection with a Potential Transaction or
(C) enter into any contract, agreement or arrangement with any Person,
concerning or relating to a Potential Transaction.




Strictly
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 38


(b)         Notwithstanding
anything to the contrary set forth in this Agreement, during the Exclusivity
Period, the Sellers may (i) continue to make available their online data room to
persons or entities that have expressed interest in entering into a Potential
Transaction with the Sellers prior to August 30, 2009 and that have entered into
confidentiality agreements with the Sellers for such purpose prior to August 30,
2009 (such persons or entities, “Other Bidders”), and
(ii) conduct due diligence meetings with, furnish due diligence information to,
and otherwise facilitate due diligence for, one Other Bidder (“Bidder X”), provided that any
such meeting shall be for the sole purpose of conducting due diligence and shall
not be for the purpose of initiating, soliciting, discussing, negotiating or
accepting any inquires, proposals or offers (whether initiated by Bidder X or
otherwise) with respect to any Potential Transaction, provided, further, that the
Sellers shall not, directly or indirectly, provide or make available to Other
Bidders (except with respect to Bidder X to which this proviso shall not apply)
due diligence materials requested by the Purchaser or its Representatives or
provided or made available to the Purchaser or its Representatives in response
to the Purchaser’s (or its Representative’s) due diligence inquiries or
requests.




(c)          In
the event that any Seller or its Representatives receives an unsolicited
inquiry, proposal or offer with respect to a Potential Transaction during the
Exclusivity Period, the Sellers shall provide the Purchaser written notice
thereof within two (2) Business Days of such receipt, and shall promptly notify
the Purchaser in writing of any subsequent material developments with respect to
such inquiries, proposals or offers, which notices will include a summary of the
material terms of such inquiry, proposal or offer, including, without
limitation, economic terms, conditions to entering into a definitive agreement,
conditions to consummating the transaction and proposals with respect to
management and management compensation; provided, however, at no time
shall the Sellers be obligated to identify the person or persons making such
inquiry, proposal or offer.  For the avoidance of doubt, nothing in
this Section
7.2(c) shall be deemed to relieve any Seller of any of its restrictions
or obligations set forth in Section
7.2(a).




(d)         From
the date of entry of the Bidding Procedures Order until Closing, and in
accordance with the Bidding Procedures, the Sellers shall be permitted to, and
may cause its Representatives and Affiliates to, initiate contact with, solicit
or encourage submission of any inquiries, proposals or offers by, any Person (in
addition to Purchaser, its Representatives and Affiliates) in connection with
the direct or indirect sale, transfer or other disposition, in one or more
transactions, by one or more Sellers, of any or all of the assets of the
Business, including the Purchased Assets and Assumed Liabilities, whether by
sale of stock, sale of assets, merger or otherwise (an “Alternative
Transaction”), and to enter into a definitive agreement with respect
thereto.  For the avoidance of doubt, an Alternative Transaction shall
include any such proposals or offers made by the Sellers’ secured
lender(s).  Without limiting the foregoing, the Sellers and its
Representatives and Affiliates shall be permitted to respond to any inquiries or
offers with respect to an Alternative Transaction and perform any and all other
acts related thereto which are required under the Bankruptcy Code or other
applicable Law, including, without limitation, supplying information relating to
the Business and the assets of the Sellers to prospective
purchasers.  Neither the Sellers nor any of its Affiliates or
Representatives shall have any liability to Purchaser, either under or relating
to this Agreement or any applicable Law, by virtue of entering into or seeking
Bankruptcy Court approval of a definitive agreement for an Alternative
Transaction pursuant to this Section 7.2 or for
failure to comply with the obligations in Section 7.3; provided that
Purchaser is paid the Expense Reimbursement and/or Break-Up Fee to the extent
required pursuant to Section
7.1.




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7.3
            Bankruptcy Court
      Filings.




(a)          On
or about January 29, 2010, the Sellers shall commence the Bankruptcy Case by
making appropriate filings with the Bankruptcy Court (the date of commencement
of the Bankruptcy Case, the “Petition
Date”).  On the Petition Date, the Sellers shall file with the
Bankruptcy Court the Sale Motion seeking approval and entry of the Sale Order
and the Bidding Procedures Order.  The Sellers shall use reasonable
efforts to obtain an order of the Bankruptcy Court (i) scheduling a hearing to
consider the Sale Motion as promptly as reasonably practicable following the
filing of the Sale Motion, and (ii) entering the Bidding Procedures Order on or
before February 19, 2010.  All changes to the form of Bidding
Procedures Order attached hereto as Exhibit A prior to
the entry of the Bidding Procedures Order by the Bankruptcy Court shall be
subject to Purchaser’s prior written consent, which consent shall not be
unreasonably withheld, delayed or conditioned by Purchaser; provided, that any
changes to the form of Bidding Procedures Order with respect to the Break-up Fee
(including pursuant to Section 3.1(f)), the
Expense Reimbursement, the bid requirements, the date of the auction and the
date of the sale hearing (together, the “Material Terms of the
BPO”), shall be subject to Purchaser’s prior written consent, which
consent may be granted or withheld in Purchaser’s sole discretion.




(b)         Purchaser
agrees that it will promptly take such actions as are reasonably requested by
the Sellers to assist in obtaining entry of the Sale Order and the Bidding
Procedures Order and a finding of adequate assurance of future performance by
Purchaser, including furnishing affidavits or other documents or information for
filing with the Bankruptcy Court for the purposes, among others, of providing
necessary assurances of performance by Purchaser hereunder and demonstrating
that Purchaser is a “good faith” purchaser under section 363(m) of the
Bankruptcy Code.  In the event the entry of the Sale Order or the
Bidding Procedures Order shall be appealed, the parties hereto shall promptly
defend such appeal with reasonable diligence.




(c)          The
Sellers shall consult with Purchaser and its Representatives concerning the
Bidding Procedures Order and the Sale Order and any other motions or orders
relating to this Agreement and the Sale Motion and provide Purchaser with copies
of such documents as soon as reasonably practicable prior to any submission
thereof to the Bankruptcy Court.




(d)          The
Sellers shall consult with Purchaser and its Representatives concerning the
disclosure statement, Chapter 11 Plan and Confirmation Order and provide
Purchaser with copies of such documents as soon as reasonably practicable prior
to any submission thereof to the Bankruptcy Court.  The form of
Confirmation Order submitted to the Bankruptcy Court shall be in form and
substance reasonably satisfactory to Purchaser, including specifically a finding
that the sale of the Purchased Assets is free and clear of any Transfer
Taxes.  The Sellers shall use their commercially reasonable efforts to
obtain, on or before the Initial Termination Date, entry of the Confirmation
Order, and Purchaser agrees it will promptly take such actions as are reasonably
requested by Sellers to assist in obtaining the Confirmation
Order.  If the Confirmation Order is not entered by June 1, 2010, then
Purchaser may, in its sole discretion, cause the Sellers to submit as soon as
practicable thereafter, but in any event within three (3) Business Days, the
Sale Order to the Bankruptcy Court for immediate consideration and entry by
delivering to the Sellers a written direction therefor (the “Expedited Sale Order
Request”), notwithstanding such delay in the confirmation process or in
the entry of the Confirmation Order.


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(e)          No
Seller shall assume or reject any Contract under section 365 of the Bankruptcy
Code without the prior written consent of Purchaser.  Sellers shall,
as soon as reasonably practicable following entry of the Bidding Procedures
Order (or, for any Purchased Contracts added to Schedule 2.1(c) after
the Bidding Procedures Order, as soon as reasonably practicable following such
designation, provided that any
such designation shall occur before the fifth Business Day preceding the Bid
Deadline (as defined in the Bidding Procedures)), provide notice to all known
parties to the Purchased Contracts that (i) Sellers intend to assume and assign
such Purchased Contracts to Purchaser or the Successful Bidder (as defined in
the Bidding Procedures), (ii) all Cure Amounts payable in connection with such
assumption and assignment, which will be made a part of such notice, and (iii)
such parties must file any objection to such assumption and assignment or such
Cure Amounts by the deadline set forth in the Bidding Procedures Order or else
waive and be estopped from any objection to such assumption and assignment or
such Cure Amounts.




(f)          Sellers
shall use their commercially reasonable efforts to obtain, at their expense, to
the extent required, all waivers, permits, consents, approvals or other
authorizations from Governmental Bodies and all other Persons, and to effect all
registrations, filings and notices with or to Governmental Bodies and all other
Persons, as may be required for the assumption and assignment of the Purchased
Contracts, including in particular the airport access agreements, or to
otherwise comply with all applicable laws in connection with the transactions
contemplated by this Agreement and to permit Purchaser to own the Purchased
Assets, including ownership of all benefits conferred under the airport access
agreements, following the Closing.  Sellers shall keep Purchaser
reasonably informed, including providing copies of correspondence and other
material information, on a timely basis, as to the status of Sellers’ efforts to
obtain such waivers, permits, consents, approvals or other
authorizations.




(g)         Each
Seller covenants and agrees that the terms of any Chapter 11 Plan or proposed
order of the Bankruptcy Court that may be filed, proposed or submitted or
supported by a Seller upon or after entry of the Sale Order or consummation of
the transactions contemplated hereby shall not conflict with, supersede,
abrogate, nullify, modify or restrict the terms of this Agreement, the Bidding
Procedures Order or the Sale Order or the rights of Purchaser hereunder or
thereunder.


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ARTICLE
VIII




COVENANTS




8.1          Access to
Information.The Sellers agree that,
prior to the Closing Date, Purchaser shall be entitled, through its
Representatives, to make such investigation of the properties, businesses and
operations of the Business and such examination of the books and records of the
Business, the Purchased Assets and the Assumed Liabilities as it reasonably
requests and to make extracts and copies of such books and
records.  Any such investigation and examination shall be conducted
during regular business hours upon reasonable advance notice and under
reasonable circumstances and shall be subject to restrictions under applicable
Law.  The Sellers shall, and shall cause their Representatives to,
cooperate with Purchaser and Purchaser’s Representatives in connection with such
investigation and examination, and Purchaser and its Representatives shall
cooperate with the Sellers and their Representatives and shall use their
reasonable efforts to minimize any disruption to the
Business.  Notwithstanding anything herein to the contrary, no such
investigation or examination shall be permitted to the extent that it would
require the Sellers or their Representatives to disclose (i) bids, letters of
intent, expressions of interest, or other proposals received from third parties
in connection with the transactions contemplated hereby or other information and
analyses relating to such communications or (ii) information (A) subject to
attorney-client privilege, (B) which would conflict with any confidentiality
obligations to which any Seller is bound or (C) in violation of any applicable
Law.  No investigation by Purchaser prior to or after the date of this
Agreement shall diminish or obviate any of the representations, warranties,
covenants or agreements of Seller contained in this Agreement or the Seller
Documents.




(b)        From
and after the entry of the Sale Order approving the transactions contemplated
hereunder with Purchaser, Purchaser and its Representatives shall be permitted
to contact the counterparties to the Real Property Leases during regular
business hours to request estoppel certificates in connection with the
transactions contemplated hereunder, provided that in no
event shall the receipt of any estoppel certificates by Purchaser be a condition
to closing.




(c)          Within
60 days after the end of each fiscal quarter following the date hereof, the
Sellers shall deliver to Purchaser complete and correct copies of the unaudited
consolidated balance sheet of PCAA Parent as of the end of such fiscal quarter
and the related unaudited consolidated statements of income and of cash flows of
PCAA Parent for the quarterly period then ended, prepared from the books and
records of PCAA Parent consistent with past practice.  Within 10
Business Days after the end of each calendar month following the date hereof,
the Sellers shall deliver to Purchaser copies of PCAA Parent’s unaudited monthly
management financial reports, which reports shall be prepared from the books and
records of PCAA Parent consistent with past practice.




8.2           Conduct of the Business
Pending the Closing.




(a)          Prior
to the Closing, except as required by applicable Law, as otherwise expressly
contemplated hereby or with the prior written consent of Purchaser (which
consent shall not be unreasonably withheld, delayed or conditioned), the Sellers
shall conduct the Business only in the Ordinary Course of Business.




(b)         Prior
to the Closing, except as set forth on Schedule 8.2(b), as
required by applicable Law, as otherwise expressly contemplated hereby or with
the prior written consent of Purchaser (which consent shall not be unreasonably
withheld, delayed or conditioned), the Sellers shall not take any of the
following actions, with respect to the Business:


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(i)           incur
any Indebtedness in excess of $100,000, other than debtor-in-possession
financing to be obtained by the Sellers in their sole discretion, provided that such
financing shall not (A) be provided by any Person that has submitted an
indication of interest or proposal to the Sellers for an Alternative Transaction
as of the date hereof (excluding for purposes hereof any lender to a Seller as
of the date hereof), or (B) contain any terms that would impair the Sellers’
ability to consummate the transaction contemplated herein;




(ii)          purchase
or sell any material assets, including any Purchased Assets;




(iii)         make
any material capital expenditure or perform any material construction on any
Owned Real Property or Leased Real Property, other than routine maintenance and
repairs in the Ordinary Course of Business;




(iv)         declare,
set aside, make or pay any distribution of any Purchased Assets;




(v)         
make any loan or advance to any Person, other than intercompany loans among one
or more Sellers;




(vi)         except
for the Management Incentive Plan, (A) materially increase the annual level of
compensation for any employee of any Seller, (B) materially increase the annual
level of compensation payable or to become payable by any Seller to any of its
executive officers, (C) other than in the Ordinary Course of Business or as
contemplated by the Sellers’ existing bonus plans, grant any bonus, benefit or
other direct or indirect compensation to any employee, director or consultant,
(D) other than in the Ordinary Course of Business, increase the coverage or
benefits available under any (or create any new) severance pay, termination pay,
vacation pay, company awards, salary continuation for disability, sick leave,
deferred compensation, bonus or other incentive compensation, insurance, pension
or other employee benefit plan or arrangement made to, for or with any of the
directors, officers, or employees of any Seller or otherwise modify, amend or
terminate any such plan or arrangement or (E) enter into any employment,
deferred compensation, severance, consulting, non-competition or similar
agreement (or amend any such agreement) to which any Seller is a party or
involving a director, officer or employee of any Seller in his or her capacity
as a director, officer or employee of any Seller, other than renewals of
existing employment agreements with any director, officer or employee of any
Seller;




(vii)        enter
into, amend or terminate any Collective Bargaining Agreement;


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(viii)       subject
any Purchased Asset to any Lien (provided, however, the
foregoing shall not be construed to prohibit any Lien recorded against the Owned
Real Property or the Leased Real Property without the consent of any Seller,
subject to Section
8.10(c) hereof), except (A) in connection with any order authorizing the
Permitted DIP Financing and (B) the Sellers may grant easements in favor of a
utility company to install, maintain and repair lines, poles, pipes and related
equipment on, over and under any Owned Real Property or Leased Real Property
which services such property; provided, however, that the same do not impose any
monetary obligation on the owner of such property, materially interfere with the
current use of such property, or materially affect the fair market value of such
property (each, a “Permitted New Utility
Easement”);




(ix)         enter
into any merger, consolidation or similar transaction with any Person except as
expressly permitted by this Agreement, subject to all relevant covenants and
conditions;




(x)          cancel
or compromise any debt owed to any Seller, or any claim of any Seller against
any Person, or waive or release any material right relating to the
Business;




(xi)         enter
into any material amendment, modification or supplement to the Purchased
Contracts or lease, assign, sublease, terminate, fail to make any payment in
respect of, or reject the Purchased Contracts;




(xii)        enter
into, amend or terminate any Material Contracts other than pursuant to clauses
(vi) and (vii) above;




(xiii)        take
any action of any kind which would impair or reduce the value of the Purchased
Assets;




(xiv)       enter
into any transaction not in the Ordinary Course of Business; or




(xv)        enter
into any agreement or otherwise agree to do any of the foregoing.




(c)          Without
limiting the generality of the foregoing, from the date of this Agreement until
the Closing and taking into consideration the Bankruptcy Case and all effects
relating thereto, each Seller shall use commercially reasonable efforts
to:




(i)           maintain
itself as an entity of the type set forth on the signatures pages hereof, duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of incorporation, formation, or organization of such
Seller;




(ii)          maintain
the Purchased Assets in accordance with good and prudent business practices and
in good operating condition and repair, subject only to ordinary wear and
tear;




(iii)         conduct
its businesses, operations, and affairs consistent with past
practice;




(iv)         preserve
intact its business organization;


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(v)          preserve
its current relationships with its employees, consultants, suppliers, licensors,
distributors, customers, and licensees, and any other Persons with which it has
any material business relationship;




(vi)         continue
in full force and effect without material modification all policies or binders
of insurance that it currently maintains;




(vii)        maintain
the length of the payment cycles for its payables and receivables in accordance
its past practices; and




(viii)       exercise,
but only after notice to Purchaser and receipt of Purchaser’s prior written
agreement thereto, all rights of renewal pursuant to the terms of any Purchased
Contract that by its terms would otherwise expire.




8.3           Consents.The Sellers and Purchaser shall each use its
commercially reasonable efforts to obtain at the earliest practicable date all
consents and approvals required to consummate the transactions contemplated
hereby, including, the consents and approvals referred to in Section
5.3(b); provided, however, that no party shall be
obligated to pay any consideration therefor to any third party from whom any
consent or approval is requested or to initiate any Legal Proceeding to obtain
any such consent or approval.




8.4           Regulatory
Approvals.




(a)          Purchaser
and the Sellers shall make or cause to be made all filings required of each of
them or any of their respective Subsidiaries or Affiliates under the HSR Act or
other Antitrust Laws with respect to the transactions contemplated hereby as
promptly as practicable and, in any event, within 10 Business Days after the
date hereof in the case of all filings required under the HSR Act and within 20
days in the case of all other filings required by other Antitrust Laws; provided that each of
Purchaser, on the one hand, and the Sellers, on the other, shall pay half of all
fees and expenses in connection with such filings.  The Sellers and
Purchaser shall (i) comply at the earliest practicable date with any request
under the HSR Act or other Antitrust Laws for additional information, documents,
or other materials received by each of them or any of their respective
Subsidiaries from any applicable Governmental Body in respect of such filings or
such transactions, and (ii) cooperate with each other in connection with any
such filing (including, to the extent permitted by applicable Law, providing
copies of all such documents to the non-filing parties prior to filing and
considering all reasonable changes suggested in connection therewith) and in
connection with resolving any investigation or other inquiry of any Governmental
Body under any Antitrust Laws with respect to any such filing or any such
transaction.  Each such party shall use reasonable best efforts to
furnish to each other all information required for any application or other
filing to be made pursuant to any applicable Law in connection with the
transactions contemplated hereby.  Each such party shall promptly
inform the other parties hereto of any oral communication with, and provide
copies of written communications with, any Governmental Body regarding any such
filings or any such transaction.  No party hereto shall independently
participate in any formal meeting with any Governmental Body in respect of any
such filings, investigation, or other inquiry without giving the other parties
hereto prior notice of the meeting and, to the extent permitted by such
Governmental Body, the opportunity to attend and/or participate.  The
Sellers and Purchaser may, as each deems advisable and necessary, reasonably
designate any competitively sensitive material provided to the other under this
Section 8.4 as
“outside counsel only”.  Such materials and the information contained
therein shall be given only to the outside legal counsel of the recipient and
will not be disclosed by such outside counsel to employees, officers, or
directors of the recipient, unless express written permission is obtained in
advance from the source of the materials.


Strictly
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(b)         Each
of Purchaser and the Sellers shall use their reasonable best efforts to resolve
such objections, if any, as may be asserted by any Governmental Body with
respect to the transactions contemplated hereby under the HSR Act and any other
Laws having the purpose or effect of monopolization or restraint of trade
(collectively, the “Antitrust
Laws”).  In connection therewith, if any Legal Proceeding is
instituted (or threatened to be instituted) challenging that any transaction
contemplated hereby is in violation of any Antitrust Law, each of Purchaser and
the Sellers shall cooperate and use their reasonable best efforts to contest and
resist any such Legal Proceeding, and to have vacated any decree, judgment,
injunction or other order that is in effect which prohibits or restricts
consummation of the transactions contemplated hereby, unless, by mutual
agreement, Purchaser and the Sellers decide that litigation is not in their
respective best interests.  In connection with and without limiting
the foregoing, each of Purchaser and the Sellers agrees to take, or cause to be
taken, all other actions necessary, proper or advisable under all applicable
Antitrust Laws to consummate the transactions contemplated hereby, including
committing to or effecting, by consent decree, hold separate orders, trust or
otherwise, the sale or disposition of such of its assets or businesses as are
required to be divested in order to avoid the entry of any decree or order that
would otherwise have the effect of preventing or materially delaying the
consummation of the transactions contemplated hereby.




8.5           Confidentiality.Purchaser shall hold, and shall cause its
Affiliates and  Representatives to hold, in strict confidence from any
Person all documents and information provided to Purchaser in connection with
this Agreement, including under Section 8.1, and the
terms, conditions and consummation of the transactions contemplated hereby
(collectively, the “Confidential
Information”), unless compelled to disclose by judicial or administrative
process (including in connection with obtaining the necessary approvals of this
Agreement and the transactions contemplated hereby of any Governmental Body) or
by other requirements of Law; provided, that
following the Closing the foregoing restrictions will not apply to Purchaser’s
use of Confidential Information concerning the Purchased Assets or the Assumed
Liabilities, including the disclosure of Confidential Information to Affiliates
of Purchaser; provided, further, that
Purchaser acknowledges that any and all other Confidential Information provided
to it by the Sellers or its Representatives concerning the Sellers, any of their
Affiliates, the Excluded Assets or the Excluded Liabilities shall remain subject
to the foregoing restrictions from and after the Closing Date.  In the
event the transactions contemplated hereby are not consummated, upon the request
of the Sellers, Purchaser shall, and shall cause its Affiliates and its and
their Representatives to, promptly (and in no event later than five Business
Days after such request) return or cause to be returned all copies of
Confidential Information and destroy or cause to be destroyed all notes,
memoranda, summaries, analyses, compilations and other writings related thereto
or based thereon prepared by Purchaser, any of its Affiliates or its or their
Representatives.  Notwithstanding the foregoing, the parties hereto
acknowledge and understand that this Agreement (together with the exhibits and
schedules attached hereto) will be made available to prospective bidders and
filed with the SEC by the Sellers’ ultimate parent company and disclosures
relating to the transactions contemplated by this Agreement will be made to the
Sellers’ secured lenders and any creditors’ committee in connection with the
Bankruptcy Case and disclosed in filings with the SEC.  The parties
agree that such disclosure will not be deemed to violate any confidentiality
obligations owing to any party to this Agreement, whether pursuant to this
Agreement or otherwise.  This Section 8.5 shall not
in any way limit the disclosure of information by the Sellers or its Affiliates
or Representatives in connection with the administration of the Bankruptcy Case,
pursuant to any provision of the Bankruptcy Code or any Order of the Bankruptcy
Court or pursuant to Section
7.3.


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8.6          Preservation of
Records.The Sellers and Purchaser
agree that each of them shall preserve and keep the records relating to the
Business for a period of seven years from the Closing Date and shall make such
records and personnel available to the other as may be reasonably requested by
such party in connection with, among other things, any insurance claims by,
Legal Proceedings or Tax audits against or governmental investigations of any
Seller or Purchaser or any of their Affiliates or in order to enable the Sellers
or Purchaser to comply with their respective obligations hereunder and under
each other agreement, document or instrument contemplated hereby or thereby;
provided, however, that in no
event shall any Seller be obligated to provide any information if doing so could
jeopardize any privilege available to such Seller or its Affiliates relating to
such information or cause such Seller or its Affiliates to breach a
confidentiality obligation to which it is bound.  In the event the
Sellers or Purchaser wishes to destroy such records before or after the
seven-year period, such party shall first give 30 days prior written notice to
the other and such other party shall have the right at its option and expense,
upon prior written notice given to such party within such 30 day period, to take
possession of the records within 30 days after the date of such
notice.




8.7          Publicity.Neither the Sellers nor Purchaser shall issue
any press release or public announcement concerning this Agreement or the
transactions contemplated hereby without obtaining the prior written approval of
the other party hereto, which approval shall not be unreasonably withheld,
conditioned or delayed, unless, in the sole judgment of counsel to Purchaser or
the Sellers, as applicable, disclosure is otherwise required by applicable Law,
Order or by the Bankruptcy Court with respect to filings to be made with the
Bankruptcy Court in connection with this Agreement, provided that any
such press release or public announcement does not contain any information in
addition to the information that is required to be so disclosed, and provided, further, that the
party intending to make such release or announcement shall, consistent with such
applicable Law, Order or Bankruptcy Court requirement, consult with the other
party with respect to the text thereof.  Notwithstanding anything
contained herein to the contrary, Purchaser acknowledges and agrees that after
entry of the Bidding Procedures Order and prior to the Closing or any
termination of this Agreement, the Sellers and their Affiliates and
Representatives may continue to market and solicit offers for the Purchased
Assets and the equity and other assets of the Sellers and may issue press
releases, place advertisements or make other releases or disclosures in
connection therewith, and nothing contained herein will, or is intended to, in
any way be deemed to restrict such actions or efforts, so long as such actions
are consistent with the terms of Section 7.2 and the
Bidding Procedures Order, upon issuance thereof.  Notwithstanding
anything herein to the contrary, after the Closing, Purchaser may, at its own
expense, place announcements on its corporate website and in financial and other
newspapers and periodicals (such as a customary “tombstone” advertisement,
including the Business’ logos or other identifying marks) describing the
transactions consummated at the Closing.


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8.8          Use of Name.The Sellers hereby agree that upon the
consummation of the transactions contemplated hereby, Purchaser shall have the
sole right to the use of the names “Parking Company America Airports”,
“AviStar”, “FastTrack”, “Mr. B’s” and “SkyPark” or similar names or any service
marks, trademarks, trade names, identifying symbols, logos, emblems, signs or
insignia related thereto or containing or comprising the foregoing, including
any name or mark confusingly similar thereto (collectively, the “Purchased Business NameTrademarks”), subject
to any contractual or legal restrictions associated therewith, and the Sellers
shall not, and shall not permit any Affiliate to, use such name or any variation
or simulation thereof, other than in the case of disclosures by the Sellers or
their Affiliates of their former ownership of the Business.  In
furtherance thereof, as promptly as practicable but in no event later than 120
days following the Closing Date, the Sellers shall remove, strike over or
otherwise obliterate all Purchased Business Name Trademarks from all materials
including, any sales and marketing materials, displays, signs, promotional
materials and other materials in their possession.




8.9           Schedules.The Schedules may include items that are not
material in order to avoid any misunderstanding, and such inclusion, or any
references to dollar amounts, shall not be deemed to be an acknowledgement or
representation that such items are material, to establish any standard of
materiality or to define further the meaning of such terms for purposes
hereof.  Information disclosed in the Schedules shall constitute a
disclosure for all purposes hereunder notwithstanding any reference to a
specific section, and all such information shall be deemed to qualify this
entire Agreement and not just such section




8.10        Title of Owned Real Property
and Leased Real Property.




(a)          If
any update of the Title Commitments or the Surveys shall disclose any new
exceptions to title (i.e. items not disclosed in the Title Commitments) which
are not Permitted Exceptions (the “New Title Objections”
and, together with the Initial Title Objections, the “Title Objections”),
Purchaser shall, within five (5) Business Days prior to the Sale Hearing Date,
deliver written notice to Sellers (with a copy to Sellers’ counsel) of any New
Title Objections which are not Permitted Exceptions and the basis for such
objections.  In addition, Purchaser shall update the Title Commitments
as of five (5) Business Days prior to the Closing Date, and Purchaser shall have
the right to update the Title Commitments as of the Closing Date, and Purchaser
shall have the right to notify the Sellers of any New Title Objections disclosed
by such update (which were not disclosed in the Title Commitments or the updates
thereof described in the previous sentence), and the basis for such
objections.  Purchaser’s failure to comply with the terms of the
preceding sentences shall be deemed an election by Purchaser not to object to
such exceptions.  It is expressly understood that in no event shall
any Seller be required to take any action, bring any proceeding or otherwise
incur any expense in order to eliminate any Title Objections, other than those
exceptions that (i) are recorded by or with the consent of the Sellers or (ii)
can be removed by the payment of a liquidated sum of money, to the extent not
otherwise removed by recording the Sale Order or the Confirmation Order; provided, that in no
event shall the Sellers be obligated under clause (ii) to pay in excess of (x)
$100,000 in the aggregate as to all such Title Objections with respect to any
one Owned Real Property or Leased Real Property or (y) $1,000,000 in the
aggregate with respect to all Owned Real Property and Leased Real Property;
provided further, that the
Sellers shall not be obligated to make any such payments with respect to any
Leased Real Property to the extent such exception is attributable to the owner
of such property and not to a Seller.  Sellers shall have the right to
adjourn the Closing for a reasonable period (not to exceed ten (10) Business
Days) in order to cure any Title Objection which the Sellers are required to or
elect to cure hereunder.


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(b)           In
lieu of satisfying any of the Title Objections set forth in the penultimate
sentence of Section
8.10(a), Sellers shall have the option, but not the obligation, to (i)
deposit with the Title Company such sum of money or deliver to the Title Company
such affidavits and certificates as may be required by the Title Company to
induce the Title Company to omit such lien and/or encumbrance as an exception to
title or to affirmatively insure Purchaser against collection of liens and/or
encumbrances that are not Permitted Exceptions, or (ii) direct Purchaser to
apply a portion of the Purchase Price to the satisfaction of such liens and
encumbrances, provided that the
Title Company shall commit, in writing, prior to the Closing Date to omit such
lien or encumbrance as an exception to title.




(c)           In
the event that (i) with regard to the Owned Real Property and the Leased Real
Property, Fidelity National Title Insurance Company (the “Title Company”) is
unwilling to issue a standard form of owner’s or leasehold title insurance
policy, which may be in the form of a binding marked commitment or binding pro
forma (subject to no contingencies other than the payment of premiums at the
Title Company’s regular rates) (each, a “Title Policy”), for
each Owned Real Property and Leased Real Property, subject only to Permitted
Exceptions, (ii) there shall be any material condemnation or eminent domain
proceedings of any kind pending or threatened against any Owned Real Property or
Leased Real Property, except as set forth on Schedule 5.8(c), or
(iii) there shall be any material damage to or destruction of any improvements
to any Owned Real Property or Leased Real Property as a result of casualty (each
of (i), (ii) and (iii), an “Individual Property
Failure”), and the Owned Real Property or Leased Real Property giving
rise to all such Individual Property Failures constitute properties accounting
for revenues equal to or not in excess of $6,800,000 (based on the contribution
of such properties as set forth in 2009 Base Plan Revenue), then Purchaser shall
have the right, upon written notice to the Sellers, to terminate this Agreement
solely as to such properties comprising the Individual Property Failures, and
the Purchase Price shall be reduced by deducting the allocated value of such
properties, as determined pursuant to Section 3.3(b)
hereof.  In such event, the parties shall have no further obligations
with regard to such property or properties (other than those obligations which
expressly survive the termination of this Agreement).




(d)           The
premium for Purchaser’s Title Policies (including, without limitation, any
endorsements) and related charges and survey costs shall be paid by
Purchaser.




Strictly
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ARTICLE
IX




EMPLOYEES
AND EMPLOYEE BENEFITS


9.1          Employment.




(a)           Prior
to the Closing, the Purchaser shall make an offer of employment to substantially
all of the Employees who remain employed by the Sellers immediately prior to the
Closing to commence immediately following the Closing.  Any such
employment offers will (i) be contingent on the Closing occurring and
(ii) be subject to and in compliance with Purchaser’s human resources
policies and procedures and have terms and responsibilities determined by
Purchaser in its sole discretion. The Sellers shall assist Purchaser in
contacting such Employees to confirm receipt of the offers.  Such
individuals who accept such offer by, and commence employment on, the Closing
Date are hereinafter referred to as the “Transferred
Employees.”  Purchaser shall make reasonable efforts in good
faith to ensure that all of the Transferred Employees are immediately employed
by Purchaser on the Closing Date and that the Transferred Employees receive, to
the extent commercially available, on the Closing Date, the Employee Benefits
described in Section
9.2(a) effective as of the Closing Date.




(b)           Purchaser
shall assume the obligations of, and will be a successor with respect to, all
Collective Bargaining Agreements, and with respect to the Employees who are
covered by any such Collective Bargaining Agreements, Purchaser may provide any
offers of employment pursuant to Section 9.1(a) to the
appropriate union representative.




9.2          Employee
Benefits.




(a)           On
the Closing Date, Purchaser shall provide, or cause to be provided, to each of
the Transferred Employees categorized as “hourly employees,” including all
drivers, cashiers, dispatch personnel, maintenance, mechanic, administrative and
clerical personnel, employee benefits plans (hereinafter “Purchaser Plans”)
providing benefits substantially similar in the aggregate to those provided
under Employee Benefit Plans in effect as of the Closing Date and as set forth
on Schedule
9.2(a); provided that the
per-employee cost to Purchaser of providing such benefits shall not exceed the
per-employee cost to the Sellers of providing the substantially similar benefits
immediately prior to the Closing; provided, further, that such
benefits are commercially available.  On the Closing Date, Purchaser
shall use commercially reasonable efforts to provide, or cause to be provided,
to each of the Transferred Employees that are categorized as “salaried” and/or
“management personnel” supplemental insurance benefits in addition to benefits
available to hourly employees.  Except as provided in this Section 9.2,
Purchaser shall have no liability for any claims, damages, causes of action or
liabilities arising from termination of employment of employees by the Sellers
prior to Closing.




(b)           Effective
as of the Closing, Purchaser shall assume, under the Purchaser Plans, all of the
Sellers’ responsibilities under Section 4980B of the Code and similar state laws
providing for continuation coverage (collectively, “COBRA”) for all
individuals entitled to COBRA coverage from the Sellers with respect to the
Business (“Seller
COBRA Beneficiaries”). In this connection, Purchaser shall charge Seller
COBRA Beneficiaries 102% of the “applicable premium” (as defined under COBRA)
under Purchaser Plans, except that with respect to any Seller COBRA
Beneficiaries entitled to premium reductions pursuant to The American Recovery
and Reinvestment Act of 2009 and any similar laws providing for COBRA premium
reductions (collectively, “ARRA”), Purchaser
shall charge Seller COBRA Beneficiaries the maximum amount permitted under ARRA
and apply for the payroll tax credit pursuant to ARRA. To the extent that
Purchaser incurs any costs in connection with Seller COBRA Beneficiaries in
excess of the premiums and payroll tax credits set forth in the preceding
sentence hereof, the Sellers hereby agree to reimburse Purchaser for such excess
costs.




(c)           The
Transferred Employees shall not accrue benefits, and shall cease to be covered,
under any Employee Benefit Plan on and after the Closing Date.




Strictly
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Claims of
the Transferred Employees and their eligible beneficiaries and dependents for
medical, dental, prescription drug, life insurance, and/or other welfare
benefits (“Welfare
Benefits”) (other than long-term disability benefits) that are incurred
on or before the Closing Date shall be the sole responsibility of the Employee
Benefit Plans.  Claims of the Transferred Employees and their eligible
beneficiaries and dependents for Welfare Benefits that are incurred after the
Closing Date shall be the sole responsibility of the Purchaser
Plans.




(d)           Nothing
contained in this Article IX or
elsewhere in this Agreement shall be construed to prevent the termination of
employment by Purchaser of any individual Transferred Employee or any change in
the employee benefits available to any individual Transferred Employee following
the Closing.




(e)           Except
as required by applicable Law, Sellers shall be responsible for all Liabilities
with respect to Transferred Employees attributable to their accrued and unused
vacation, sick days and personal days, and otherwise for all claims, through the
Closing Date.




ARTICLE
X




CONDITIONS
TO CLOSING




10.1        Conditions
Precedent to Obligations of Purchaser.The obligation of Purchaser
to consummate the transactions contemplated hereby is subject to the
fulfillment, on or prior to the Closing Date, of each of the following
conditions (any or all of which may be waived by Purchaser in whole or in
part):




(a)           the
representations and warranties of the Sellers set forth herein qualified as to
materiality or Material Adverse Effect shall be true and correct, and those not
so qualified shall be true and correct in all material respects, as of the date
of this Agreement and at and as of the Closing Date as though made on the
Closing Date, except to the extent such representations and warranties relate to
an earlier date (in which case such representations and warranties qualified as
to materiality or Material Adverse Effect shall be true and correct, and those
not so qualified shall be true and correct in all material respects, on and as
of such earlier date);




(b)           the
Sellers shall have performed and complied in all material respects with all
obligations and agreements required herein to be performed or complied with by
the Sellers pursuant to this Agreement prior to the Closing Date;




(c)           Purchaser
shall have received a certificate signed by an authorized officer or member, as
applicable, of each of the Sellers, dated the Closing Date, to the effect of the
matters contained in clauses (a) and (b) of this Section
10.1;




(d)           Owned
Real Properties and Leased Real Properties giving rise to any Individual
Property Failures shall not, individually or in the aggregate, constitute
properties accounting for revenues in excess of $6,800,000 (based on the
contribution of such properties as set forth in 2009 Base Plan
Revenue);




(e)           the
Sellers shall have delivered, or caused to be delivered, to Purchaser all of the
items set forth in Section 4.2;
and




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(f)           Purchaser
and the Sellers shall have obtained any other consent, approval, order or
authorization of, or registration, declaration or filing with, any Governmental
Body or any other Person with respect to the consents set forth on Schedule 10.1(f)
required to be obtained or made in connection with the execution and delivery of
this Agreement or the consummation of the transactions contemplated herein
without any terms or conditions that, individually or in the aggregate, would
result in the loss of any material benefits reasonably expected to be received
by Purchaser in connection with the transactions contemplated hereby, or a
material increase in expenses; provided, that
any Contract that may be assumed and assigned pursuant to section 365 of
the Bankruptcy Code shall not be included on Schedule
10.1(f).




10.2        Conditions
Precedent to Obligations of the Sellers.The obligations of the
Sellers to consummate the transactions contemplated hereby are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions (any or all of which may be waived by the Sellers in whole or in
part):




(a)           the
representations and warranties of Purchaser set forth herein qualified as to
materiality shall be true and correct, and those not so qualified shall be true
and correct in all material respects, as of the date of this Agreement and at
and as of the Closing Date as though made on the Closing Date, except to the
extent such representations and warranties relate to an earlier date (in which
case such representations and warranties qualified as to materiality shall be
true and correct, and those not so qualified shall be true and correct in all
material respects, on and as of such earlier date);




(b)           Purchaser
shall have performed and complied in all material respects with all obligations
and agreements required hereby to be performed or complied with by Purchaser
pursuant to this Agreement on or prior to the Closing Date;




(c)           the
Sellers shall have received a certificate signed by an authorized officer of
Purchaser, dated the Closing Date, to the effect of the matters contained in
clauses (a) and (b) of this Section
10.2;




(d)           Purchaser
shall have delivered, or caused to be delivered, to the Sellers all of the items
set forth in Section
4.3; and




(e)           the
Bankruptcy Court shall have entered the Confirmation Order in form and substance
satisfactory to the Sellers and reasonably satisfactory to Purchaser and the
Confirmation Order shall have remained in full force and effect and shall not
have been stayed, vacated, modified or supplemented without the Purchaser’s
prior written consent; provided that this
condition shall no longer be in effect if the Sellers shall have properly
received an Expedited Sale Order Request from Purchaser pursuant to Section
7.3(d).




10.3        Conditions
Precedent to Obligations of Purchaser and the Sellers.The
respective obligations of Purchaser and the Sellers to consummate the
transactions contemplated hereby are subject to the fulfillment, on or prior to
the Closing Date, of each of the following conditions (any or all of which may
be waived by both Purchaser and the Sellers in whole or in part to the extent
permitted by applicable Law):




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(a)           there
shall not be in effect any final, non-appealable Order of a Governmental Body of
competent jurisdiction restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated hereby;




(b)          the
Bankruptcy Court shall have entered the Bidding Procedures Order, with such
changes and modifications made in accordance with Section 7.3(a), and
the Bidding Procedures Order shall have remained in full force and effect and
shall not have been stayed, vacated, modified or supplemented, subject to Section 7.3(a),
without the Purchaser’s prior written consent;




(c)           the
Bankruptcy Court shall have entered the Sale Order in form and substance
acceptable to Purchaser in its sole discretion and the Sale Order shall have
remained in full force and effect and shall not have been stayed, vacated,
modified or supplemented without the Purchaser’s prior written consent;
and




(d)           the
waiting period (and any extension thereof) applicable to the consummation of the
transactions contemplated hereby under the HSR Act shall have expired or been
terminated.




10.4        Frustration
of Closing Conditions.Neither the Sellers nor Purchaser may rely
on the failure of any condition set forth in Section
10.1, 10.2
or 10.3,
as the case may be, if such failure was caused by such party’s failure to comply
with any provision hereof.




ARTICLE
XI




TAXES




11.1        Transfer
Taxes.The Sellers shall seek to include in the Sale Order and
Confirmation Order a provision under Bankruptcy Code section 1146(c) that
provides that the transfer of the Purchased Assets be free and clear of any
sales, use, stamp, documentary stamp, filing, recording, transfer or similar
fees or Taxes or governmental charges (including any interest and penalty
thereon) payable in connection with the transactions contemplated hereby
(collectively, “Transfer
Taxes”). Sellers shall be solely responsible in all instances for all
Transfer Taxes.




11.2        Purchase Price
Allocation.Within 60 days after the Closing Date, Purchaser shall
prepare and deliver to PCAA Parent an allocation of an amount equal to the
Purchase Price, and any Assumed Liabilities properly taken into account for
purposes of determining the purchase price for U.S. federal income tax purposes,
among the Purchased Assets in accordance with Section 1060 of the
Code.  Within 30 days of its receipt of such allocation, PCAA Parent
shall (i) notify Purchaser that it concurs with the allocation and/or
determination of fair market value, or (ii) provide written comments to the
allocation and/or determination of fair market value, however, the consent and
approval by PCAA Parent shall not be unreasonably withheld, delayed or
conditioned.  If PCAA Parent and Purchaser disagree on any aspect of
the allocation and/or determination of fair market value, PCAA Parent and
Purchaser agree to use reasonable best efforts to resolve any such disagreement
within 120 days after the Closing.  Any allocation agreed to pursuant
to this Section
11.2 shall be binding on PCAA Parent and Purchaser for all Tax reporting
purposes, and each of PCAA Parent and Purchaser agrees to cooperate with the
other in preparing IRS Form 8594 (to the extent required to reflect the
allocation), and to furnish the other with a draft copy of such form within a
reasonable period before its filing due date.  If PCAA Parent and
Purchaser are unable to resolve any disagreement with respect to the allocation
within such 120 day period, each party shall be entitled to allocate the
Purchase Price for U.S. federal income tax purposes among the Purchased Assets
as such party sees fit.




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ARTICLE
XII




MISCELLANEOUS




12.1        No
Survival of Representations and Warranties.The parties hereto
agree that the representations, warranties, covenants and agreements contained
herein or in any other document delivered pursuant to this Agreement shall not
survive the Closing Date, except for covenants and agreements that by their
terms are to be satisfied after the Closing Date and as otherwise provided in
Section
4.6(a), which covenants and agreements shall survive until satisfied in
accordance with their terms.




12.2        No
Consequential Damages.Notwithstanding anything herein to the
contrary, no party shall, in any event, be liable to any other Person for any
consequential, incidental, indirect, special or punitive damages of such other
Person, including loss of future revenue, income or profits, diminution of value
or loss of business reputation or opportunity relating to the breach or alleged
breach hereof.




12.3        Expenses.Except as otherwise provided herein (including Section
8.4), each of the Sellers and Purchaser shall bear its own expenses
incurred in connection with the negotiation and execution hereof and each other
agreement, document and instrument contemplated hereby and the consummation of
the transactions contemplated hereby and thereby.




12.4        Injunctive
Relief.Damages at law may be an inadequate remedy for the breach
of any of the covenants, promises and agreements contained herein, and,
accordingly, any party hereto shall be entitled to injunctive relief with
respect to any such breach, including without limitation specific performance of
such covenants, promises or agreements or an order enjoining a party from any
threatened, or from the continuation of any actual, breach of the covenants,
promises or agreements contained herein.  The rights set forth in this
Section
12.4 shall be in addition to any other rights which a party may have at
law or in equity pursuant to this Agreement.




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12.5        Submission to Jurisdiction;
Consent to Service of Process.




(a)           Without
limiting any party’s right to appeal any Order of the Bankruptcy Court, (i) the
Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms hereof
and to decide any claims or disputes which may arise or result from, or be
connected with, this Agreement, any breach or default hereunder, or the
transactions contemplated hereby, and (ii) any and all proceedings related to
the foregoing shall be filed and maintained only in the Bankruptcy Court, and
the parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as indicated in
Section 12.9;
provided, however, that if the
Bankruptcy Case has not yet been commenced or has closed, the parties agree to
unconditionally and irrevocably submit to the exclusive jurisdiction of the
United States District Court for the Southern District of New York sitting in
New York County or the Commercial Division, Civil Branch of the Supreme Court of
the State of New York sitting in New York County and any appellate court from
any thereof, for the resolution of any such claim or dispute.  The
parties hereby irrevocably waive, to the fullest extent permitted by applicable
Law, any objection which they may now or hereafter have to the laying of venue
of any such dispute brought in such court or any defense of inconvenient forum
for the maintenance of such dispute.  Each of the parties hereto
agrees that a judgment in any such dispute may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.




(b)           Each
of the parties hereto hereby consents to process being served by any party to
this Agreement in any suit, action or proceeding by delivery of a copy thereof
in accordance with the provisions of Section
12.9.




12.6        Waiver
of Right to Trial by Jury.EACH PARTY TO THIS AGREEMENT WAIVES ANY
RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS
AGREEMENT OR ANY PROVISION HEREOF.




12.7        Entire
Agreement; Amendments and Waivers.This Agreement (including the Schedules and
Exhibits hereto), the Seller Documents and the Purchaser Documents represent the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof and supersedes all prior discussions and agreements
between the parties with respect thereto, including the Letter of Intent between
Purchaser and PCAA Parent, dated August 30, 2009, and the Confidentiality
Agreement between Purchaser and PCAA Parent, dated July 10,
2009.  This Agreement can be amended, supplemented or changed, and any
provision hereof can be waived, only by written instrument making specific
reference to this Agreement signed by the party against whom enforcement of any
such amendment, supplement, modification or waiver is sought.  No
action taken pursuant to this Agreement, including without limitation, any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein.  The waiver by any
party hereto of a breach of any provision hereof shall not operate or be
construed as a further or continuing waiver of such breach or as a waiver of any
other or subsequent breach.  No failure on the part of any party to
exercise, and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of such
right, power or remedy by such party preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.  All
remedies hereunder are cumulative and are not exclusive of any other remedies
provided by law.




12.8        Governing
Law.This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and performed in such State, without giving effect to any choice-of-law
principles that would require the application of the laws of another
jurisdiction, except as may be governed by the Bankruptcy Code.




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12.9        Notices.All
notices and other communications hereunder shall be in writing and shall be
deemed given (i) when delivered personally by hand (with written confirmation of
receipt), (ii) when sent by facsimile (with written confirmation of
transmission) or (iii) one Business Day following the day sent by overnight
courier (with written confirmation of receipt), in each case at the following
addresses and facsimile numbers (or to such other address or facsimile number as
a party may have specified by notice given to the other party pursuant to this
provision):




If to the
Sellers, to:




PCAA
Parent, LLC


621 North
Governor Printz Boulevard


Essington,
PA  19029


Attention:         Mark
Shapiro




With a
copy (which shall not constitute notice) to:




Todd
Weintraub


Director
of PCAA Parent


c/o
Macquarie Infrastructure Company LLC


125 West
55th Street


New York,
NY 10019


Facsimile:         (212)
231-1838




Milbank,
Tweed, Hadley & McCloy LLP


1 Chase
Manhattan Plaza


New York,
NY 10005


Facsimile:         (212)
822-5491


(212)
822-5194


Attention:         John
D. Franchini


Matthew S. Barr




If to
Purchaser, to both:




Bainbridge
| ZKS Holding Company, LLC


3570
Carmel Mountain Road, Suite 100


San
Diego, CA  92130


Facsimile:         (858)
430-2491


Attention:         Nick
Chini




And




Bainbridge
| ZKS Holding Company, LLC


2060 Mt.
Paran Road, Suite 101


Atlanta,
Georgia 30327


Facsimile:         (770)
754-1314


Attention:         Frederick
D. Clemente




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Fine and
Block


2060 Mt.
Paran Road, N.W.


Atlanta,
Georgia 30327


Facsimile:         (404)
261-6960


Attention:         A.
J. Block, Jr., Esq.




Corinthian
Capital Group, LLC


601
Lexington Avenue, 59th
Floor


New York,
New York 10022


Attention:
C. Kenneth Clay


Facsimile:
(212) 920-2399




And to
both:




Wilmer
Cutler Pickering Hale and Dorr LLP


399 Park
Avenue


New York,
NY  10022


Facsimile:         (212)
230-8888


Attention:         Andrew
Goldman




Dewey
& LeBoeuf LLP


1301
Avenue of the Americas


New York,
NY 10019


Facsimile:         (212)
259-6333


Attention:         Gary
Boss


Timothy
Q. Karcher




12.10    
Severability.If
any term or other provision hereof is invalid, illegal, or incapable of being
enforced by any law or public policy, all other terms or provisions hereof shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party.  Upon such determination that any
term or other provision is invalid, illegal, or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent
possible.




12.11     Binding
Effect; Assignment.This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and permitted
assigns.  Nothing herein shall create or be deemed to create any third
party beneficiary rights in any Person or entity not a party to this Agreement
except as provided below.  No assignment hereof or of any rights or
obligations hereunder may be made by either the Sellers or Purchaser without the
prior written consent of the other parties hereto and any attempted assignment
without the required consents shall be void, except (a) for assignments and
transfers by operation of Law and (b) that Purchaser may assign any or all of
its rights, interests and obligations hereunder to a wholly-owned subsidiary of
Purchaser, provided that any such subsidiary agrees in writing to be bound by
all of the terms, conditions and provisions contained herein.  No
assignment pursuant to this Section
12.11 of any obligations hereunder shall relieve the assigning party of
any such obligations.  Upon any such permitted assignment, the
references herein to Purchaser shall also apply to any such assignee unless the
context otherwise requires.




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12.12     Non-Recourse.No past, present or future director, officer, employee, agent, advisor,
incorporator, member, partner or equityholder of any Seller shall have any
liability for any obligations or liabilities of such Seller hereunder or the
Seller Documents of or for any claim based on, in respect of, or by reason of,
the transactions contemplated hereby and thereby.




12.13     Counterparts.
This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original copy hereof and all of which, when taken
together, will be deemed to constitute one and the same
agreement.




[remainder
of page intentionally left blank; signature pages follow]




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized respective officers, as of the date first written
above.




CORINTHIAN-BAINBRIDGE
      ZKS HOLDINGS,  LLCBy:
                          /s/ C. Kenneth
      ClayName:Title:









PCAA
      PARENT, LLC
                                                                                                                          
                                                                                                                          PCAA
      CHICAGO, LLCBy:
      PCAA Parent, LLC
                                                                                                                            Its
      Sole MemberBy:
                                                                                                                          /s/ Charles
      Huntzinger
                                                                                                                          
                                                                                                                          By:
                                                                                                                          /s/ Charles
      HuntzingerName:
                                                                                                                          Charles
      Huntzinger
                                                                                                                          
                                                                                                                          
                                                                                                                          Name:
                                                                                                                          Charles
      HuntzingerTitle:
                                                                                                                          Chief
      Executive Officer
                                                                                                                          
                                                                                                                          
                                                                                                                          Title:
                                                                                                                          Chief
      Executive OfficerBy:
                                                                                                                          /s/
      Todd Weintraub
                                                                                                                          
                                                                                                                          By:
                                                                                                                          /s/
      Todd WeintraubName:
                                                                                                                          Todd
      Weintraub
                                                                                                                          
                                                                                                                          
                                                                                                                          Name:
                                                                                                                          Todd
      WeintraubTitle
                                                                                                                          Director
                                                                                                                          
                                                                                                                          
                                                                                                                          Title
                                                                                                                          DirectorRCL
      PROPERTIES, LLC
                                                                                                                          
                                                                                                                          PCAA
      LP, LLCBy:
      PCAA Parent, LLC
                                                                                                                            Its
      Sole Member
                                                                                                                          
                                                                                                                          By:
      PCAA Parent, LLC
                                                                                                                            Its
      Sole MemberBy:
                                                                                                                          /s/ Charles
      Huntzinger
                                                                                                                          
                                                                                                                          By:
                                                                                                                          /s/ Charles
      HuntzingerName:
                                                                                                                          Charles
      Huntzinger
                                                                                                                          
                                                                                                                          
                                                                                                                          Name:
                                                                                                                          Charles
      HuntzingerTitle:
                                                                                                                          Chief
      Executive Officer
                                                                                                                          
                                                                                                                          
                                                                                                                          Title:
                                                                                                                          Chief
      Executive OfficerBy:
                                                                                                                          /s/
      Todd Weintraub
                                                                                                                          
                                                                                                                          By:
                                                                                                                          /s/
      Todd WeintraubName:
                                                                                                                          Todd
      Weintraub
                                                                                                                          
                                                                                                                          
                                                                                                                          Name:
                                                                                                                          Todd
      WeintraubTitle:
                                                                                                                          Director
                                                                                                                          
                                                                                                                          
                                                                                                                          Title:
                                                                                                                          DirectorPCAA
      GP, LLC
                                                                                                                          
                                                                                                                          PARKING
      COMPANY OF AMERICA
                                                                                                                              AIRPORTS,
      PHOENIX, LLCBy:
      PCAA Parent, LLC
                                                                                                                            Its
      Sole Member
                                                                                                                          
                                                                                                                          By:
      PCAA Parent, LLC
                                                                                                                            Its
      Sole MemberBy:
                                                                                                                          /s/ Charles
      Huntzinger
                                                                                                                          
                                                                                                                          By:
                                                                                                                          /s/ Charles
      HuntzingerName:
                                                                                                                          Charles
      Huntzinger
                                                                                                                          
                                                                                                                          
                                                                                                                          Name:
                                                                                                                          Charles
      HuntzingerTitle:
                                                                                                                          Chief
      Executive Officer
                                                                                                                          
                                                                                                                          
                                                                                                                          Title:
                                                                                                                          Chief
      Executive OfficerBy:
                                                                                                                          /s/
      Todd Weintraub
                                                                                                                          
                                                                                                                          By:
                                                                                                                          /s/
      Todd WeintraubName:
                                                                                                                          Todd
      Weintraub
                                                                                                                          
                                                                                                                          
                                                                                                                          Name:
                                                                                                                          Todd
      WeintraubTitle:
                                                                                                                          Director
                                                                                                                          
                                                                                                                          
                                                                                                                          Title:
                                                                                                                          Director









PCAA
      SP-OK, LLC
                                                                                                                                                                                                
                                                                                                                                                                                                PCAA
      SP, LLCBy:
      PCAA Parent, LLC
                                                                                                                                                                                                  Its
      Sole Member
                                                                                                                                                                                                
                                                                                                                                                                                                By:
      PCAA Parent, LLC
                                                                                                                                                                                                  Its
      Sole MemberBy:
                                                                                                                                                                                                /s/ Charles
      Huntzinger
                                                                                                                                                                                                
                                                                                                                                                                                                By:
                                                                                                                                                                                                /s/ Charles
      HuntzingerName:
                                                                                                                                                                                                Charles
      Huntzinger
                                                                                                                                                                                                
                                                                                                                                                                                                
                                                                                                                                                                                                Name:
                                                                                                                                                                                                Charles
      HuntzingerTitle:
                                                                                                                                                                                                Chief
      Executive Officer
                                                                                                                                                                                                
                                                                                                                                                                                                
                                                                                                                                                                                                Title:
                                                                                                                                                                                                Chief
      Executive OfficerBy:
                                                                                                                                                                                                /s/
      Todd Weintraub
                                                                                                                                                                                                
                                                                                                                                                                                                By:
                                                                                                                                                                                                /s/
      Todd WeintraubName:
                                                                                                                                                                                                Todd
      Weintraub
                                                                                                                                                                                                
                                                                                                                                                                                                
                                                                                                                                                                                                Name:
                                                                                                                                                                                                Todd WeintraubTitle:
                                                                                                                                                                                                Director
                                                                                                                                                                                                
                                                                                                                                                                                                
                                                                                                                                                                                                Title:
                                                                                                                                                                                                Director




PARKING
      COMPANY OF AMERICA AIRPORTS, LLC
              
              PCAA
      OAKLAND, LLCBy:
      PCAA Parent, LLC
                Its
      Sole Member
              
              By:
      PCAA Parent, LLC
                Its
      Sole MemberBy:
              /s/ Charles
      Huntzinger
              
              By:
              /s/ Charles
      HuntzingerName:
              Charles
      Huntzinger
              
              
              Name:
              Charles
      HuntzingerTitle:
              Chief
      Executive Officer
              
              
              Title:
              Chief
      Executive OfficerBy:
              /s/
      Todd Weintraub
              
              By:
              /s/
      Todd WeintraubName:
              Todd
      Weintraub
              
              
              Name:
              Todd WeintraubTitle:
              Director
              
              
              Title:
              Director




PCAA
      PROPERTIES, LLC
              
              PARKING
      COMPANY OF AMERICA
                      AIRPORTS
      HOLDINGS, LLC (with respect to
                      Section
      3.3(b) only)By:
              /s/ Charles
      Huntzinger
              
              By:
              /s/
      Todd WeintraubName:
              Charles
      Huntzinger
              
              
              Name:
              Todd
      WeintraubTitle:
              Chief
      Executive Officer
              
              
              Title:
              DirectorBy:
              /s/
      Todd WeintraubName:
              Todd
      WeintraubTitle:
              Director









AIRPORT
      PARKING MANAGEMENT, INC.
              
              PCAA
      MISSOURI, LLCBy:
      PCAA Parent, LLC
                  Its
      Sole MemberBy:
              /s/ Charles
      Huntzinger
              
              By:
              /s/ Charles
      HuntzingerName:
              Charles
      Huntzinger
              
              
              Name:
              Charles
      HuntzingerTitle:
              Chief
      Executive Officer
              
              
              Title:
              Chief
      Executive OfficerBy:
              /s/
      Todd Weintraub
              
              By:
              /s/
      Todd WeintraubName:
              Todd
      Weintraub
              
              
              Name:
              Todd WeintraubTitle:
              Director
              
              
              Title:
              Director




PCA
      AIRPORTS, LTD.
                    
                    By:
      PCAA GP, LLC
                    Its
      General PartnerBy:
      PCAA Parent, LLC
              Its
      Sole MemberBy:
            /s/ Charles
      HuntzingerName:
            Charles
      HuntzingerTitle:
            Chief
      Executive OfficerBy:
            /s/
      Todd WeintraubName:
            Todd
      WeintraubTitle:
            Director




By:
      PCAA LP, LLC
                        Its
      Limited PartnerBy:
      PCAA Parent, LLC
                Its
      Sole MemberBy:
              /s/ Charles
      HuntzingerName:
              Charles
      HuntzingerTitle:
              Chief
      Executive OfficerBy:
              /s/
      Todd WeintraubName:
              Todd
      WeintraubTitle:
              Director









EXHIBIT
A




FORM OF
BIDDING PROCEDURES ORDER




Omitted
pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish
supplementally a copy to the Securities and Exchange Commission upon
request.


63


EXHIBIT
B




FORM OF SALE
ORDER
 
 Omitted
pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish
supplementally a copy to the Securities and Exchange Commission upon
request.




64


EXHIBIT
C





FORM OF TRANSITION SERVICES
AGREEMENT




This
TRANSITION SERVICES AGREEMENT (this “Agreement”) is made
and entered into as of [_______], 2010 (the “Effective Date”), by
and among PCAA Parent, LLC, a Delaware limited liability company (“PCAA Parent”), the
subsidiaries of PCAA Parent set forth on the signature pages hereto (together
with PCAA Parent, the “Sellers”), and
Corinthian-Bainbridge ZKS Holdings, LLC, a Delaware limited liability company
(“Purchaser”).  Sellers
and Purchaser are referred to herein individually as a “Party” and
collectively as the “Parties”.




WHEREAS,
Sellers and Purchaser are parties to that certain Asset Purchase Agreement,
dated January [__], 2010 (the “Purchase Agreement”),
providing for the purchase and sale of the Purchased Assets and the assumption
of the Assumed Liabilities between Sellers and Purchaser, all upon the terms and
conditions set forth in the Purchase Agreement;




WHEREAS,
in order to ensure an orderly transition in effecting the transactions
contemplated by the Purchase Agreement, Purchaser desires to procure certain
services from Sellers, and Sellers are willing to provide such services to
Purchaser for the transitional period described herein, on the terms and
conditions set forth in this Agreement; and




WHEREAS,
in order to ensure an orderly transition in effecting the transactions
contemplated by the Purchase Agreement, Sellers desire to procure certain
services from Purchaser, and Purchaser is willing to provide such services to
Sellers for the transitional period described herein, on the terms and
conditions set forth in this Agreement.




NOW,
THEREFORE, in consideration of the covenants contained in this Agreement and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows.




ARTICLE
I


DEFINITIONS




1.1           Defined
Terms .  Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Purchase Agreement.




ARTICLE
II


PROVISION
OF THE TRANSITION SERVICES




2.1           Provision of the Transition
Services .  Sellers
shall use commercially reasonable efforts to provide, or cause to be provided,
the services specified in Schedule 1 (the “Seller
Services”).  Purchaser shall use commercially reasonable efforts to
provide, or cause to be provided, the services specified in Schedule 2 (the
“Purchaser Services” and, collectively with the Seller Services, the “Transition
Services”).  Each Party responsible for providing Transition Services
(each, a “Providing Party”) shall use commercially reasonable efforts to
provide, or cause to be provided, such Transition Services in a reasonable and
diligent manner consistent with the quality and level of service with which such
Party or its affiliates provides, or causes to be provided, services for
themselves.  Notwithstanding anything in this Agreement to the
contrary, in no event shall any Providing Party be obligated to (a) make any
modifications to, or refrain from making any modifications to, any such services
such Providing Party provides to itself, (b) acquire additional assets,
equipment, rights or properties, (c) hire additional employees or (d) maintain
or support any assets, equipment, rights or property that are not owned or
leased by such Providing Party.  Notwithstanding the foregoing or any
other provision in this Agreement, (i) neither Party shall be in breach of this
Agreement if such Party does not provide, or cause to be provided, any
Transition Services as a result of any refusal to give, or material delay in
providing (after reasonable notice), any consent reasonably requested with
respect to any matter under this Agreement on the part of the Party receiving
such Transition Services (each, a “Receiving Party”) and (ii) a Providing Party
is not required to provide any Transition Service if the provision thereof would
violate any applicable law.


65




2.2           Nature of the Transition
Services .  Each
Party acknowledges and understands that the Transition Services are transitional
in nature and are furnished by the Providing Party for the purpose of
facilitating the consummation of the transactions contemplated by the Purchase
Agreement and the wind down of the Business immediately following the
Closing.  Purchaser acknowledges that it is required to transition the
Seller Services to its own internal organization or any other third party
service providers as promptly as practicable after the Closing.




ARTICLE
III


MANAGEMENT
AND CONTROL




3.1           Cooperation .  The
Receiving Party shall provide all cooperation and assistance reasonably required
by the Providing Party or any of its Affiliates or subcontractors to enable the
Providing Party to provide, or cause to be provided, the Transition
Services.  Each Party shall provide reasonable access to the other
Party to its premises, officers and employees, and books and records during
normal business hours and upon reasonable advance notice to enable the other
Party to perform its obligations under this Agreement.




3.2           Contract
Managers .  Each
Party shall appoint an individual to act as the primary point of operational
contact for the administration and operation of this Agreement (each, a “Contract
Manager”).  Each Contract Manager shall have overall
responsibility for coordinating, on behalf of Sellers or Purchaser, as
applicable, all activities undertaken by Sellers or Purchaser, as applicable,
hereunder, for coordinating the provision of the Transition Services, for acting
as a day-to-day contact with the other Party’s Contract Manager, for making
available to the Providing Party the data, facilities, resources and other
support services required for the Providing Party to be able to provide the
Transition Services in accordance with the requirements of this Agreement, and
for handling disputes in accordance with Section
3.3.  Either Party may change its Contract Manager by providing
written notice thereof to the other Party in accordance with Section
8.8.




3.3           Dispute
Resolution .  The
Parties shall attempt in good faith to resolve any dispute arising out of or
relating to this Agreement promptly by negotiations in accordance with this
Section
3.3.




(a)           Contract
Managers .  In
the event that a dispute arises, the Contract Managers shall first consider and
attempt to resolve the dispute for a period up to 15 days following receipt of a
notice from either Party specifying the nature of the dispute.


66




(b)           Senior
Management .  In
the event that the dispute is not resolved by the end of the 15 day period
referred to in Section
3.3.1, either Party may submit the dispute for consideration by senior
executives of the Parties who do not have direct responsibility for
administration of this Agreement (collectively, “Senior
Executives”).  Thereupon, the Contract Managers shall promptly
prepare and send to the Senior Executives a reasonably detailed notice
describing (i) the
issues in dispute and each Party’s position thereon, (ii) a summary of the
evidence and arguments supporting each Party’s position (attaching all relevant
documents), and (iii) a summary of the negotiations that have taken place to
date.  The Senior Executives shall meet for negotiations (which may be
held telephonically) as often as the Senior Executives deem reasonably necessary
to resolve the dispute.  In the event that the dispute is not resolved
within 30 days after the date that the Contract Managers first considered the
dispute, either Party may pursue any and all rights and remedies available to it
at law or in equity.




ARTICLE
IV


FEES AND
PAYMENT




4.1           Fees .  The
Providing Party shall invoice the Receiving Party, and the Receiving Party
shall pay to the Providing Party, for the reasonable, actual,
out-of-pocket costs and expenses (the “Fees”) incurred by the
Providing Party (without markup or margin to such costs and
expenses incurred by the Providing Party) in connection with providing the
applicable Transition Services to be provided by the Providing Party
hereunder.  In addition, Sellers shall pay to Purchaser on a monthly
basis the amount of $5,000 (the “Monthly Fee”) during the term of this
Agreement, as consideration for the Purchaser Services provided during the
preceding month.  Except as expressly set forth in this
Section 4.1, neither Party shall have any obligation to reimburse the other
Party for any costs or expenses incurred by the other Party in providing
the applicable Transitions Services, or to pay any fees or make any other
payments to any other Party.




4.2           Payment and
Invoices .  The
Providing Party shall, on a monthly basis, submit to the Receiving Party for
payment a billing invoice setting forth the applicable Transition Services
provided during such period, the corresponding amounts owed for such Transition
Services and, in the case of Purchaser as the Providing Party, the Monthly
Fee.  Payment of all such undisputed amounts owed (it being understood
that the Monthly Fee may not be disputed) shall be remitted within ten Business
Days after the date on which the Receiving Party receives the Providing Party’s
invoice.  If the Receiving Party elects to terminate its right to
receive one or more categories of Transition Services pursuant to Section 5.2, any
Fees payable to the Providing Party for such Transition Service shall be reduced
by the amount attributed to such terminated category of Transition Service on
Schedule 1
or Schedule 2,
as applicable.


67




4.3           Taxes .  The
Fees do not include any taxes.  In addition to the Fees, the Receiving
Party shall be responsible for payment of all taxes chargeable in respect of
such Transition Service, including, but not limited to, value-added taxes,
tariffs, duties, export or import fees, sales taxes, use taxes, service taxes,
but excluding taxes based on the net income of the Providing Party.




ARTICLE
V


TERM AND
TERMINATION




5.1           Term .




(a)           Term
of Agreement .  The
term of this Agreement shall begin on the Effective Date and end on [_________, 2011]1 (the “Termination Date”);
provided that
the Parties may agreed to extend the Termination Date in their sole
discretion.




5.2           Termination .




(a)           Termination
for Convenience .  Either
Party may terminate its right to receive any particular Transition Service for
any or no reason by providing the other Party not less than 30 days prior
written notice setting forth the termination date for such Transition Service;
provided, however, that such
termination shall in no way affect the terminating Party’s obligation to provide
Transition Services to the other Party hereunder.




(b)           Termination
for Breach .  In
the event that a Party materially breaches any of its obligations under this
Agreement, and does not cure such breach within 10 days after receiving written
notice thereof from the non-breaching Party, then the non-breaching Party may,
in addition to any other remedies available to it, terminate any Transition
Service affected by such breach or this Agreement in its entirety by providing
written notice of termination to the other Party, which termination shall be
effective immediately.




(c)           Bankruptcy
Termination .  This
Agreement may be terminated by either Party upon at least 30 days prior written
notice in the event that the other Party (or any successor entity) is declared
insolvent or bankrupt, or makes an assignment for the benefit of creditors, or a
receiver is appointed or any proceeding is demanded by, for or against such
other Party (or any successor entity) under any provision of the Bankruptcy
Code.




(d)           Effect
of Termination .  Any
termination of this Agreement shall be without prejudice to any rights or
obligations of the Parties accruing prior to such termination, including the
right to payment of unpaid amounts owing for services performed prior to
termination.


1 The 15
month anniversary of the Closing Date.


68





ARTICLE
VI


LIMITATION
OF LIABILITY




6.1           LIMITATION OF
LIABILITY .  EXCEPT
IN THE CASE OF FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL
ABANDONMENT OF THIS AGREEMENT, THE LIABILITY OF EACH PARTY AND THEIR AFFILIATES
UNDER THIS AGREEMENT, WHETHER ARISING FROM CONTRACT, TORT, WARRANTY, NEGLIGENCE
OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID BY THE OTHER PARTY FOR THE
TRANSITION SERVICES PROVIDED TO IT HEREUNDER, OR $60,000, WHICHEVER IS
GREATER.




6.2           CONSEQUENTIAL
DAMAGES .  NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT IN THE CASE OF FRAUD, GROSS
NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL ABANDONMENT OF THIS AGREEMENT, IN
NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION
WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST TIME, LOST MONEY, LOST
PROFITS, OR GOODWILL, REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE
CLAIM, EVEN IF A PARTY OR ITS AFFILIATE HAS BEEN APPRISED OF THE POSSIBILITIES
OF SUCH DAMAGES, AND WHETHER OR NOT SUCH COULD HAVE BEEN FORESEEN OR
PREVENTED.




ARTICLE
VII


INDEMNIFICATION




7.1           Indemnification
Obligation .  Each
Party (the “Indemnifying Party”)
shall protect, defend, hold harmless and indemnify the other Party (the “Indemnified Party”)
from and against any and all claims, losses, damages and liabilities arising out
of or resulting from (i) the Indemnifying Party’s breach of this Agreement or
(ii) the Indemnifying Party’s fraud, gross negligence, willful misconduct or
intentional abandonment of this Agreement.




7.2           Indemnification
Procedure .  The
Indemnified Party shall promptly notify the Indemnifying Party in writing of any
claim, action, demand or lawsuit for which the Indemnified Party intends to
claim indemnification hereunder (however, failure to give such notice will not
relieve the Indemnifying Party from its obligations hereunder, except to the
extent that (and only to the extent that) the Indemnifying Party is prejudiced
by such delay).  The Indemnifying Party shall have the right to take
control of the defense of all actions that are indemnified against hereunder;
provided, however, that the
Indemnifying Party shall not have the right to settle or compromise any claim
without the written consent of the Indemnified Party, which consent shall not be
unreasonably withheld, conditioned or delayed, excluding, however, a compromise
or settlement based solely on the payment of money in exchange for a complete
release of the Indemnified Party without any further obligations being imposed
on the Indemnified Party.  The Indemnified Party shall cooperate with
the Indemnifying Party and its legal representatives in the investigation and
defense of any action covered by this indemnification.




ARTICLE
VIII


GENERAL




8.1           Confidentiality .  The
confidentiality provisions set forth in Section 8.5 of the
Purchase Agreement shall apply to this Agreement as if fully set forth
herein.


69




8.2           Force
Majeure .  The
Providing Party shall not be liable to the Receiving Party for any breach of
this Agreement or failure to perform any obligation under this Agreement
resulting from an event beyond the reasonable control of the Providing Party,
including, but not limited to, war, fire, explosion, flood, strike, riot, act of
governmental authority, act of God, act of terror or other
contingency.




8.3           Relationship of the
Parties .  Each
Party, in performance of this Agreement, is acting as an independent contractor
to the other Party, and not as a partner, joint venturer or
agent.  The Parties do not intend to create by this Agreement an
employer-employee relationship.  Each Party retains control over its
personnel, and the employees of one Party shall not be considered employees of
the other Party.  Neither Party shall be bound by any representation,
act or omission of the other Party.  Neither Party shall have any
right, power or authority to create any obligation, express or implied, on
behalf of the other Party.




8.4           Subcontracting .  The
Providing Party may use subsidiaries or contractors, subcontractors, vendors or
other third parties under contract with the Providing Party to provide some or
all of such Transition Service.  If the Providing Party delegates any
of its responsibilities under this Agreement to any of its subsidiaries or
generally uses contractors, subcontractors, vendors or other third parties in
the performance thereof on behalf of the Providing Party, then the cost thereof,
reasonably calculated, may be billed to the Receiving Party, provided that the
Providing Party shall not incur any such costs in any given month in excess of
the Monthly Fee without the prior written consent of the Receiving Party; provided, further, that the
Providing Party shall remain fully responsible for the actions and performance
of such subsidiary or contractor, subcontractor, vendor or other third party to
the extent the Providing Party would be responsible hereunder if performing such
obligations itself and such subsidiary or contractor, subcontractor, vendor or
other third party shall be deemed the Providing Party hereunder for purposes of
defining its performance obligations.




8.5           Binding Effect; No Third
Party Beneficiaries; No Assignment .  This
Agreement shall be legally binding upon and inure to the benefit of the Parties
and their respective successors and assigns.  Nothing herein shall
create or be deemed to create any third party beneficiary rights in any Person
that is not a Party.  No assignment hereof or of any rights or
obligations hereunder may be made by any Party (by operation of law or
otherwise) without the prior written consent of the other Party and any
attempted assignment without such required consent shall be without
effect.




8.6           Survival .  Articles
4, 6, 7 and 8 shall survive termination or expiration of this
Agreement.




8.7           Amendment;
Waiver .  This
Agreement may not be amended or modified except by an instrument in writing
signed by, or on behalf of, each of the Parties hereto.  No waiver by
any Party of any breach of any covenant hereunder, whether intentional or not,
shall be deemed to extend to any prior or subsequent breach of any covenant
hereunder or affect in any way any rights arising by virtue of any such prior or
subsequent occurrence.




8.8           No Setoff .  Each
Party agrees that it will perform its obligations hereunder without setoff,
deduction or withholding of any kind for amounts owed or payable by the other
Party, whether under this Agreement or otherwise.


70




8.9           Notices .  All
notices and other communications hereunder shall be in writing and shall be
deemed given (a) when delivered personally by hand (with written confirmation of
receipt), (b) when sent by facsimile (with written confirmation of transmission)
or (c) one Business Day following the day sent by overnight courier (with
written confirmation of receipt), in each case at the following addresses and
facsimile numbers (or to such other address or facsimile number as a party may
have specified by notice given to the other party pursuant to this
provision):




If to
Sellers, to:




PCAA
Parent, LLC


621 North
Governor Printz Boulevard


Essington,
PA 19029


Attention:         Mark
Shapiro




With a
copy (which shall not constitute notice) to:




Todd
Weintraub


Director
of PCAA Parent


c/o
Macquarie Infrastructure Company LLC


125 West
55th Street


New York,
NY  10019


Facsimile:          (212)
231-1838




Milbank,
Tweed, Hadley & McCloy LLP


1 Chase
Manhattan Plaza


New York,
NY 10005


Facsimile:         (212)
822-5491


(212)
822-5194


Attention:         John
D. Franchini


Matthew
S. Barr




If to
Purchaser, to:




Bainbridge
| ZKS Holding Company, LLC


3570
Carmel Mountain Road, Suite 100


San
Diego, CA  92130


Facsimile:          (858)
430-2491


Attention:          Nick
Chini




Bainbridge
| ZKS Holding Company, LLC


2060 Mt.
Paran Road, Suite 101


Atlanta,
Georgia 30327


Facsimile:          (770)
754-1314


Attention:          Frederick
D. Clemente




Corinthian
Capital Group, LLC


601
Lexington Avenue, 59th
Floor


New York,
New York 10022


Attention:
C. Kenneth Clay


Facsimile:
(212) 920-2399


71




8.10           Severability .  In
the event that any term or other provision of this Agreement is invalid, illegal
or incapable of being enforced by any Law or public policy, all other terms and
provisions of this Agreement shall nevertheless remain in full force and effect
for so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any of the
Parties.  Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the Parties shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
Parties as closely as possible in an acceptable manner in order that the
transactions contemplated hereby are consummated as originally contemplated to
the greatest extent possible.




8.11           Entire
Agreement .  This
Agreement constitutes the entire agreement of the Parties with respect to the
subject matter hereof and supersedes all prior agreements and undertakings, both
written and oral, between Sellers and Purchaser with respect to the subject
matter hereof.




8.12           Governing Law; Submission to
Jurisdiction .  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York applicable to contracts executed in and to be performed in
that State, except as may be governed by the Bankruptcy Code.  Without
limiting any Party’s right to appeal any Order of the Bankruptcy Court, (i) the
Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of
this Agreement and to decide any claims or disputes which may arise or result
from, or be connected with, this Agreement, any breach or default hereunder, or
the transactions contemplated hereby, and (ii) any and all proceedings related
to the foregoing shall be filed and maintained only in the Bankruptcy Court, and
the parties hereby consent to and submit to the jurisdiction and venue of the
Bankruptcy Court and shall receive notices at such locations as indicated in
Section 8.9
hereof; provided, however, that if the
Bankruptcy Case has closed, the parties agree to unconditionally and irrevocably
submit to the exclusive jurisdiction of the United States District Court for the
Southern District of New York sitting in New York County or the Commercial
Division, Civil Branch of the Supreme Court of the State of New York sitting in
New York County and any appellate court from any thereof, for the resolution of
any such claim or dispute.  The Parties hereby irrevocably waive, to
the fullest extent permitted by applicable law, any objection which they may now
or hereafter have to the laying of venue of any such dispute brought in such
court or any defense of inconvenient forum for the maintenance of such
dispute.  Each of the Parties hereto agrees that a judgment in any
such dispute may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.




8.13           WAIVER OF JURY
TRIAL .  EACH
OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW
ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


72







8.14           Counterparts .  This
Agreement may be executed (including by facsimile transmission) in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.




[Remainder
of page intentionally left blank.]


73




IN
WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by
an authorized representative as of the Effective Date.




CORINTHIAN-BAINBRIDGE
      ZKS HOLDINGS,
                  LLCBy:Name:Title:










PCAA
      PARENT, LLC
            
            PCAA
      CHICAGO, LLCBy:
            
            
            By:Name:
            
            
            
            Name:Title:
            
            
            
            Title:RCL
      PROPERTIES, LLC
            
            PCAA
      LP, LLCBy:
            
            
            By:Name:
            
            
            
            Name:Title:
            
            
            
            Title:PCAA
      GP, LLC
            
            PARKING
      COMPANY OF AMERICA
              AIRPORTS,
      PHOENIX, LLCBy:
            
            
            By:Name:
            
            
            
            Name:Title:
            
            
            
            Title:PCAA
      AIRPORTS, LTD.
            
            PCAA
      SP, LLCBy:
            
            
            By:Name:
            
            
            
            Name:Title:
            
            
            
            Title:










PARKING
      COMPANY OF AMERICA
              AIRPORTS,
      LLC
            
            PCAA
      OAKLAND, LLCBy:
            
            
            By:Name:
            
            
            
            Name:Title:
            
            
            
            Title:










PCAA
      PROPERTIES, LLC
            
            PCAA
      MISSOURI, LLCBy:
            
            
            By:Name:
            
            
            
            Name:Title:
            
            
            
            Title:





AIRPORT
      PARKING MANAGEMENT, LLC
            
            PCAA
      SP-OK, LLCBy:
            
            
            By:Name:
            
            
            
            Name:Title:
            
            
            
            Title:










SCHEDULE
1




SELLER
SERVICES





Description
of Service


The
Sellers shall preserve their books and records and all Documents that do not
constitute Purchased Assets under the Purchase Agreement, or copies thereof,
during the term of this Agreement, and, during the term of this Agreement,
provide reasonable access to Purchaser, its officers, representatives and
agents, to (a) such books, records and Documents, subject to restrictions based
on applicable confidentiality obligations and applicable law (it being
understood that the terms of Section 8.1 of this Agreement shall apply to all
such books, records and Documents), and (b) Sellers’ officers, employees,
representatives and agents, in the case of each of (a) and (b), during normal
business hours and upon reasonable advance notice, in order to reasonably assist
Purchaser in Purchaser’s preparation of customary financial statements relating
to the Business, and Purchaser’s preparation and making of
necessary filings and disclosures relating to the Business and required
under applicable Law to be made after the Closing Date by
Purchaser.










SCHEDULE
2




PURCHASER
SERVICES





Description
of Service


Purchaser
shall preserve its books and records and all Documents that constitute Purchased
Assets under the Purchase Agreement, or copies thereof, during the term of this
Agreement, and, during the term of this Agreement, provide reasonable access to
Sellers, their officers, representatives and agents, to (a) such books, records
and Documents, subject to restrictions based on applicable confidentiality
obligations and applicable law (it being understood that the terms of Section
8.1 of this Agreement shall apply to all such books, records and Documents), and
(b) Purchaser’s officers, employees, representatives and agents, in the case of
each of (a) and (b), during normal business hours and upon reasonable advance
notice, in order to reasonably assist Sellers in:





1.  the Sellers’
cancellation, termination or winding-down of any Contracts of Sellers that are
not Purchased Contracts under the Purchase Agreement;





2.  the
Sellers’ efforts to effect any sale, or other disposition, of any Tangible
Personal Property or Real Property of the Sellers that does not constitute
Purchased Assets under the Purchase Agreement;





3.  the
Sellers’ and their affiliates’ preparation of customary financial statements
relating to the Business, and the Sellers’ and their affiliates’ preparation and
making of necessary filings and disclosures relating to the Business and
required under applicable Law to be made after the Closing Date by any of the
Sellers or their affiliates, including tax and regulatory filings and audits and
environmental disclosures;





4. the
retrieval of records and research of transactions in connection with, among
other things, the pursuit of certain causes of action by Sellers, the Creditors’
Committee or any liquidating trustee that is established, or the defense of any
claims by unrelated third parties against Sellers, the Creditors’ Committee or
any liquidating trustee;





5. the
administration of employee-related matters, including WARN Act notifications,
benefits administration, COBRA notifications and administration, and immigration
records; and





6. any
other matter as may be reasonably requested by Sellers.










EXHIBIT
D





FORM OF ASSIGNMENT AND BILL
OF SALE





Omitted
pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish
supplementally a copy to the Securities and Exchange Commission upon
request.









EXHIBIT
E





FORM OF ASSUMPTION
AGREEMENT




Omitted
pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish
supplementally a copy to the Securities and Exchange Commission upon
request.









EXHIBIT
F




EQUITY COMMITMENT LETTER