connection with the delivery, acceptance, performance,
default or enforcement of this Note, and assents to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or persons primarily or secondarily liable.
THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL PURPOSES
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF ILLINOIS
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).
THE BORROWER
AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE
COURTS OF THE STATE OF ILLINOIS OR ANY FEDERAL COURT SITTING THEREIN AND THE
CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS
SPECIFIED IN SECTION 8.2 OF THE CREDIT AGREEMENT.
THE BORROWER HEREBY WAIVES
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR
ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
9
IN WITNESS WHEREOF, the undersigned has caused this Third Amended and Restated
Revolving Note to be signed in its corporate name by its duly authorized officer
as of the day and year first above written.
STANDARD PARKING CORPORATION
(formerly known as APCOA/Standard
Parking, Inc.)
By:
Name:
Title:
10
Date
Amount of Loan
Type of
Loan*
Interest
Rate
Interest Period
(if applicable)
Amount of Principal
Paid, Prepaid or
Converted
Balance of Principal
Unpaid
Notation Made By
*
LIBOR or Adjusted Corporate Base Rate
11
EXHIBIT B
ALL INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO OTHER INDEBTEDNESS
PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE SUBJECT TO THE
TERMS OF, THE SUBORDINATION AGREEMENT, DATED AS OF JANUARY 11, 2002 (THE
"SUBORDINATION AGREEMENT"), AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR
SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, BY AND AMONG BANK ONE, NA,
STANDARD PARKING CORPORATION (FORMERLY KNOWN AS APCOA/STANDARD PARKING, INC.)
AND LASALLE BANK NATIONAL ASSOCIATION.
FOURTH AMENDED AND RESTATED TERM NOTE
$15,000,000
Originally executed January 11, 2002
Amended and Restated on December 30, 2002
Amended and Restated Further on February 26, 2003
Amended and Restated Further on April 30, 2003
Amended and Restated Further on June 30, 2003
FOR VALUE RECEIVED, the undersigned, STANDARD PARKING CORPORATION (formerly
known as APCOA/Standard Parking, Inc.), a Delaware corporation (the "Borrower"),
hereby promises to pay to the order of BANK ONE, NA, a national banking
association (the "Lender"):
(a)
the principal amount of Fifteen Million
Dollars ($15,000,000), payable in a principal installment of $2,500,000 on
June 30, 2003 and a principal installment of $2,500,000 on September 30, 2003,
with the remaining entire outstanding principal amount due and payable on the
Term Loan Termination Date, as provided in that certain Amended and Restated
Credit Agreement dated as of January 11, 2002 (as amended, restated,