10-K405

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

/X/
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

Or

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                              to                             

Commission file number: 333-50437

APCOA/Standard Parking, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	16-1171179 (I.R.S. Employer Identification No.)
900 N. Michigan Avenue, Chicago, Illinois 60611-1542 (Address of Principal Executive Offices, Including Zip Code)
(312) 274-2000 (Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: None.

        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/    No / /

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K. /X/

        The aggregate market value of the voting and non-voting shares of common stock held by non-affiliates of the registrant is not applicable as there is not a public market for such stock. As of December 31, 2001, there were 31.31 shares of common stock of the registrant outstanding.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. The statements contained in this Form 10-K that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

We have used the word "anticipate," "believe," "could," "estimate," "expect," "intend,", "may," "plan," "predict," "project," "will" and similar terms and phrases, including references to assumptions in this Form 10-K to identify forward-looking statements. These forward looking statements are made based on our management's expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. These uncertainties and factors could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

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an increase in owner self-operated parking facilities;

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changes in patterns of air travel or automobile usage, including effects of weather on travel and transportation patterns or other events affecting local, national and international economic conditions;

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changes in general economic and business conditions;

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ongoing integration of past and future acquisitions in light of challenges in retaining key employees, synchronizing business processes and efficiently integrating facilities, marketing and operations;

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changes in current pricing;

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development of new, competitive parking-related services;

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changes in federal and state regulations including those affecting airports, parking lots at airports and automobile use;

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extraordinary events affecting parking at facilities that we manage, including strikes, emergency safety measures, military or terrorist attacks and natural disasters;

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our ability to renew our insurance policies on acceptable terms;

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our ability to form and maintain relationships with large real estate owners and operations;

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our ability to provide performance bonds on acceptable terms to guarantee our performance under certain contracts;

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the loss of key employees, including the recent resignation of our chief executive officer;

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our ability to develop, deploy and utilize information technology, including accounting and utilization software;

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our ability to make payments to our parent company in amounts sufficient to prevent it from defaulting on its debt obligations and causing a default or change of control under our debt agreements;

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our ability to identify acquisition targets, consummate transactions and integrate newly acquired entities and contracts into our operations;

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availability, terms and deployment of capital; and

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the other factors discussed under the heading "Business Risks" at the end of Management's Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this Form 10-K.

        All of our forward-looking statements should be considered in light of these factors. We undertake no obligation to update our forward-looking statements or risk factors to reflect new information, future events or otherwise.

ITEM 1. BUSINESS

General

        APCOA/Standard Parking, Inc. ("APCOA/Standard"), formerly known as APCOA, Inc. ("APCOA"), is a leading national provider of parking facility management services. The Company provides on-site management services at multi-level and surface parking facilities in the two major markets of the parking industry: urban parking and airport parking. As of December 31, 2001, the Company managed 1,958 parking facilities, containing approximately 1,026,000 parking spaces in over 260 cities across the United States and Canada. The Company's gross customer collections, parking services revenue, gross profit and net loss for the years ended December 31, 2001 and 2000 were $1,505.6 and $1,545.7 million, $243.8 and $252.5 million, $57.0 and $60.1 million and ($35.5) and ($11.5) million, respectively.

        The Company believes that its superior management services coupled with its focus on increasing market share in select core cities helps to maximize profitability per parking facility. The Company believes that it enhances its leading position by providing: (i) Ambiance in Parking®, an approach to parking that includes a number of on-site, value-added services and amenities; (ii) service enhancing information technology, including Client View®, a proprietary client reporting system which allows the Company to provide clients with real-time access to site-level financial and operating information; and (iii) award-winning training programs for on-site employees that promote customer service and client retention. The Company believes that these services distinguish it from its competitors.

        The Company's diversified client base includes some of the nation's largest owners and developers of major office building complexes, shopping centers, sports complexes, hotels and hospitals. In addition, the Company manages 151 parking operations at 74 airports, including many of the major airports in North America.

        The Company does not own any parking facilities and, as a result, the Company assumes few of the risks of real estate ownership. The Company operates its clients' parking properties through two types of arrangements: management contracts and leases. Under a management contract, the Company typically receives a base monthly fee for managing the property, and it may also receive a small incentive bonus based on the achievement of facility revenues above a set amount, among other factors. In some instances, the Company also receives certain fees for ancillary services. Typically, all of the underlying revenues and expenses under a standard management contract flow through to the property owner rather than to the Company. Under lease arrangements, the Company generally pays either a fixed annual rental, a percentage of gross customer collections, or a combination thereof to the property owner. The Company collects all revenues under lease arrangements and is responsible for most operating expenses, but it is typically not responsible for major maintenance or capital expenditures. As of December 31, 2001, the Company operated approximately 83% of its 1,958 parking facilities under management contracts and approximately 17% under leases. Renewal rates for the Company's management contracts and leases averaged approximately 90% for the last three years.

The Combination

        Pursuant to the Combination Agreement, dated as of January 15, 1998 by and among Myron C. Warshauer, Stanley Warshauer, Steven A. Warshauer, Dosher Partners, L.P., a Delaware limited

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partnership, SP Parking Associates, an Illinois general partnership, and SP Associates, an Illinois general partnership (collectively, the "Standard Owners") and APCOA, APCOA acquired (the "Combination"), on March 30, 1998, all of the outstanding capital stock, partnership and other equity interests of Standard Parking Corporation, an Illinois corporation; Standard Auto Park, Inc., an Illinois corporation; Standard Parking Corporation MW, an Illinois corporation; Standard Parking, L.P., a Delaware limited partnership; Standard Parking Corporation IL, an Illinois corporation; and Standard/Wabash Parking Corporation, an Illinois corporation (all such entities, collectively, "Standard"), for consideration consisting of $65.0 million in cash, 5.01, shares or 16%, of the common stock of the Company outstanding as of January 15, 1998, and the assumption of certain liabilities, including a $5.0 million consulting and non-compete obligation for one of the former owners of Standard, which represents the current value of the payments to be made, as determined by consulting actuaries. In addition, on March 30, 1998, APCOA paid to the Standard Owners $2.8 million, generally representing Standard's earnings from January 1, 1998 through the date of the Combination and Standard's cash on hand at such time.

        In connection with the Standard acquisition, on March 30, 1998 the Company issued $140 million principal amount of 9¹/4% Senior Subordinated Notes due 2008 in a Rule 144A private placement. Effective September 14, 1998, the Company completed an offer to exchange all the outstanding Senior Subordinated Notes with new notes with substantially identical terms that are registered under the Securities Act of 1933.

        Upon the closing of the Combination, the Company entered into a $40.0 million secured revolving Senior Credit Facility with Bank One N.A. (formerly known as The First National Bank of Chicago). Borrowings under the Senior Credit Facility bear interest at variable rates based, at the Company's option, either on LIBOR, the federal funds rate, or the Agent's base rate.

        Also in connection with the Combination, AP Holdings, Inc. ("AP Holdings"), a Delaware corporation and the parent of the Company, contributed $40.7 million of cash to the Company in exchange for $40.7 million initial liquidation preference of Series C preferred stock of the Company. The contribution was financed through AP Holdings' sale of $40.7 million in gross proceeds of its debt securities of $70.0 million in accredium bonds aggregate principal amount of its 11.25% Senior Discount Notes due 2008.

The Exchange

        On January 11, 2002, APCOA/Standard completed an unregistered exchange and recapitalization of a portion of its 9¹/4% Senior Subordinated Notes due 2008. APCOA/Standard received gross cash proceeds of $20.0 million and retired $91.1 million of its outstanding 9¹/4% Senior Subordinated Notes due 2008. In exchange, APCOA/Standard issued $59.3 million of 14% Senior Subordinated Second Lien Notes due 2006 and 3,500 shares of 18% Senior Convertible Redeemable Preferred Stock, with a face value of $35.0 million which is mandatorily redeemable on June 15, 2008. In conjunction with the exchange, the Company repaid $9.5 million of indebtedness under the Senior Credit Facility, paid $2.7 million in accrued interest relating to the $91.1 million of the 9¹/4% Senior Subordinated Notes due 2008 that were tendered, $9.7 million (including $1.3 capitalized as debt issuance costs related to the amended and restated senior credit facility) in fees and expenses related to the exchange, which included a $3.0 million transaction advisory fee to AP Holdings, and a repurchase of $1.5 million of redeemable preferred stock held by AP Holdings. The fees and expenses of $9.7 million related to the exchange and the amended and restated senior credit facility were provided for in the period ended December 31, 2001 (see Note D to the Consolidated Financial Statements).

Other Acquisitions

        On April 1, 1999, the Company acquired the assets of Pacific Rim Parking, Inc. ("Pacific Rim") in Los Angeles for $0.75 million in cash and up to $0.75 million in non-interest bearing notes payable

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over five years. On May 1, 1999 the Company acquired various contracts of System Parking, Inc. in Atlanta for $0.25 million in cash. Effective as of July 1, 1999 the Company acquired all of the outstanding stock of Universal Park Holdings, Inc., operating under the names U-Park and Select Valet Parking, in Vancouver B.C. for $1.61 million.

        All of these acquisitions have been accounted for under the purchase method and their operating results have been included in the consolidated results since their respective date of acquisition. The historical operating results of the businesses prior to acquisition were not material relative to the consolidated results of APCOA/Standard.

Industry Overview

        General.    The International Parking Institute, a trade organization of parking professionals, estimated that as of December 2001 there were approximately 40,000 parking facilities in the United States generating over $29.0 billion in gross customer collections. The parking industry is highly fragmented, with over 1,700 commercial parking operators in the United States, as estimated by the Parking Market Research Company, an independent research company. Industry participants, the vast majority of which are privately held companies, consist of relatively few nationwide companies and a large number of small regional or local operators, including a substantial number of companies providing parking as an ancillary service in connection with property management or ownership. The parking industry is experiencing consolidation as smaller operators have found that they lack the capital, economies of scale and sophisticated management techniques required to compete with larger providers. The Company expects this trend will continue and will provide significant opportunities for it to take away business from or acquire smaller operators.

        Operating Arrangements.    Parking facilities operate under two general types of arrangements: management contracts and leases. The general terms and benefits of these two types of arrangements are as follows:

        Management Contracts.    Under a management contract, the facility manager generally receives a base monthly fee for managing the facility and often receives a small incentive fee based on the achievement of facility revenues above a base amount, among other factors. Facility managers generally charge fees for various ancillary services such as accounting, equipment leasing and consulting. Responsibilities under a management contract include hiring, training and staffing parking personnel, and providing collections, accounting, record-keeping, insurance and facility marketing services. In general, under a new management contract, the facility manager is not responsible for structural or mechanical repairs, and typically is not responsible for providing security or guard services. Under typical management contracts, the facility owner is responsible for operating expenses such as taxes, license and permit fees, insurance premiums, payroll and accounts receivable processing and wages of personnel assigned to the facility. However, several of our contracts, which are referred to as reverse management contracts, require us to pay certain costs that are offset by larger management fees. In addition, the facility owner is responsible for non-routine maintenance, repair costs and capital improvements. The typical management contract is for a term of one to three years (though the owner often reserves the right to terminate, without cause, on 30 days' notice) and may contain a renewal clause.

        Leases.    Under a lease arrangement, the parking facility operator generally pays either a fixed annual rent, a percentage of gross customer collections, or a combination thereof to the property owner. The parking facility operator collects all revenues and is responsible for most operating expenses, but is typically not responsible for major maintenance. In contrast to management contracts, lease arrangements are typically for terms of three to ten years and typically contain a renewal term, and provide for a fixed payment to the facility owner regardless of the operating earnings of the parking facility. However, many of these contracts may be cancelled by the client for various reasons,

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including development opportunities. Some are cancelable on as little as 30 days notice without cause. As a result, leased facilities generally require a longer commitment and a larger capital investment by the parking facility operator than do managed facilities.

        The parking industry is comprised of two major markets: urban parking and airport parking. The urban parking market includes commercial, office, residential, event, entertainment, retail, shopping centers, hospitals and hotels. In contrast, the airport parking market consists of a relatively small number of clients with large revenue-generating parking operations and specialized needs.

        Industry Growth Dynamics.    A number of opportunities for growth exist for larger parking facility operators:

        Growth of Large Property Managers, Owners and Developers.    The growth of property management companies favors larger parking service providers that can provide specialized, value-added professional services with nationwide coverage, and help, ultimately, to reduce the number of suppliers with which property managers conduct business. Sophisticated property owners consider parking a profit center that experienced parking facility managers can maximize. The Company believes that it is well positioned to take advantage of these developments because of its reputation for high-quality services, its broad geographic scope and its long-standing relationships with national property managers.

        Increased Outsourcing of Parking Management.    Growth in the parking industry has resulted from a continuing trend by parking facility owners to outsource the management of their operations to private operators. Outsourcing allows national and local property owners, including municipalities, hospitals and universities, to focus on their core competencies while turning their parking facilities into revenue sources. The Company believes that cities and municipal authorities will increasingly retain private firms to operate facilities and parking-related services in an effort to reduce operating budgets and increase profitability and efficiency.

        Industry Consolidation.    The parking industry is highly fragmented, with over 1,700 commercial parking operators in the United States managing approximately 40,000 parking facilities as of December 31, 2001. Based on management's belief that five national operators manage approximately 20% of these facilities, the Company believes significant opportunities exist for national parking facility managers to consolidate smaller local or regional operators. The Company believes sophisticated, national parking facility managers have a competitive advantage over local and regional operators through (i) broad product and service offerings, (ii) relationships with large, national property managers, developers and owners and (iii) efficient cost structure due to economies of scale. As the second largest parking facility manager based on number of locations managed, the Company believes that it will be able increase its market share cost effectively through strategic acquisitions, winning new clients from its competitors and enhancing its competitive position within its core cities.

Business Strategy

        The Company believes its innovative parking facility amenities, value-added services and experienced management, coupled with its service-enhancing information technology and reporting systems, strengthens the Company's position as a leading provider of parking services. Specific elements of its business strategy include:

        Growing the Contract Portfolio in Core Cities.    The Company believes it has a leading market share in its core cities. The Company's reputation for premium service, its local market knowledge and its management infrastructure, allows it to retain existing contracts and compete aggressively for new business in these core cities. The Company intends to increase its presence in certain core cities, and strategically in other markets, to capitalize on economies of scale, including the ability to spread administrative overhead costs across a large number of parking facilities in a single market. Over the three-year period ended December 31, 2001, the Company has grown its total number of locations

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from 1,826 to 1,958, including sites acquired through acquisitions. The Company is also using its success in these core cities to expand its services to include on-street parking, university campus parking and hospital parking.

        Focusing on Lower Risk Contracts.    The Company focuses on entering into lower risk parking services contracts that provide it with stable revenues. For the three-year period ended December 31, 2001, the Company increased the percentage of its management contracts from 78% to 83%. Under a management contract, the Company typically receives a fixed monthly fee and the costs of parking services are generally the responsibility of the property owner. When entering into lease contracts, the Company seeks to obtain low minimum rental commitments.

        Expanding Leading Client Base.    The Company's diversified, long-standing client base consists of many of the premier national property management companies in the United States and Canada. These national property owners and real estate asset managers have presences in a variety of markets, which provide the Company with opportunities to leverage these relationships to expand to new locations and develop new core cities. In addition, the Company's client base includes 151 parking facilities at 74 airports including many of the major airports in North America, such as Chicago O'Hare International Airport, Cleveland Hopkins International Airport and Newark International Airport.

        Consistently High Level of Service.    The Company's goal is to provide a uniformly high level of service across all of the facilities it manages, characterized by clean, well-lit, secure and pleasant surroundings, attractive graphics and signage, and a professional, courteous and well-dressed staff. The Company's employees undergo an award-winning training program to ensure that they provide the highest level of customer service. The Company offers a comprehensive package of on-site parking services and amenities, including a musical themed floor reminder system with distinctive signage, a traffic information system, valet parking, car washing and vehicle repair as part of its Ambiance in Parking® program.

        The Company believes its clients increasingly value its broad suite of services for its positive impact on their customers' overall satisfaction with the property and parking facility. Renewal rates for the Company's management contracts and leases averaged approximately 90% for the three years ended December 31, 2001.

Ambiance in Parking®

        The Company offers a comprehensive package of on-site parking services and amenities, which the Company calls Ambiance in Parking®. The package includes:

        Patented Musical Theme Floor Reminder System.    The Company's patented musical theme floor reminder system is designed to help customers remember the garage level on which they parked. A different song is played on each floor of the parking garage. Each floor also displays distinctive signs and graphics that correspond with the floor's theme. For example, in one garage with U.S. cities as a theme, songs played include "I Left My Heart in San Francisco" on one floor and "New York, New York" on a different floor. Other garages have themes such as college fight songs, Broadway musicals, classic movies and professional sports teams.

        Little Parkers®    is our child-friendly environment program, featuring baby-changing facilities and free toys for kids.

        Books-To-Go®    is an audiotape library that is provided free-of-charge for monthly parkers.

        Films-To-Go®    is a videotape library that is provided free-of-charge for monthly parkers.

        ParkNet®    traffic information system allows parking customers to obtain continuous, site-specific traffic reports relating to current traffic conditions on area expressways as well as the routes used to get from the specific parking facility to the expressways.

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        CarCare™    service program is provided in conjunction with local car service vendors. Parking customers can have their cars picked up from the parking facility, serviced and returned before the end of the business day.

        Complimentary Windshield and Headlight Cleaning.    During off-peak hours, the Company's parking attendants clean windshields and headlights of cars and place a card on the windshield informing the parking customer that this service has been provided.

        Emergency Car Services.    The Company offers complimentary services such as battery starts, lost car assistance, tire inflation, tire change and vehicle escort service.

        The owners of premier properties, as they begin to recognize that the parking experience often provides both the first and last impression of their properties to tenants and users, are seeking to offer the highest possible level of quality in their parking services as a means of distinguishing their properties from those of competitors. These value-added services are typically offered to owners of first-class projects who seek to provide their tenants with the highest possible level of service to help differentiate their property from competing properties.

Information Technology

        The Company's technology provides valuable benefits to its clients. Client View®, a proprietary Windows®-based client reporting system, allows the Company's clients to access, on a real-time basis, site-level financial and operating information.

        The Company has created advanced information systems that connect local offices across the country to its corporate office. These systems include accounting and financial management and reporting practices, general operating procedures, training, employment policies, cash controls, marketing procedures and visual image. The Company believes that its standardized systems and controls enhance its ability to successfully expand its operations into new markets. A centralized staff provides accounting and administrative expertise and controls that mitigate duplication of administrative and accounting functions at the field level. ParkStat®, one of the Company's proprietary software tools, enhances the performance of the parking facilities it manages. By automatically polling information from on-site collection devices, ParkStat® uses location-specific information to calculate the impact of pricing alternatives, optimize staffing levels, improve forecasting and assist in long-range planning. Technological innovations such as an automated credit card lane and a radio-activated hands-free parking access system allow fast and hassle-free service for parking customers.

        The Company believes that automation and technology can enhance customer convenience, lower labor costs, improve cash management and increase overall profitability. The Company has been a leader in the field of introducing automation and technology to the parking business and was among the first to adopt electronic fund transfer (EFT) payment options, pay-on-foot (ATM) technology, and bar code decal technology.

Regulation

        Regulations by the FAA may affect the Company's business. Effective September 13, 2001, the FAA prohibited parking within 300 feet of airport terminals, as they previously did during the Persian Gulf War in the early 1990s. While the FAA is still in the process of finalizing their rules regarding parking, substantially all of our airport and air transportation related facilities were affected by the terrorist attacks of September 11, 2001, including regulations enacted following the attacks. While the Company believes that existing regulations may be relaxed in the future, new regulations may nevertheless prevent the Company from using a number of existing spaces. Reductions in the number of parking spaces may reduce the Company's revenues and cash flow for both its leased facilities and those facilities it operates under management contracts.

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        The Company's business is not otherwise substantially affected by direct governmental regulation, although both municipal and state authorities sometimes directly regulate parking facilities. The Company is affected by laws and regulations (such as zoning ordinances) that are common to any business that deals with real estate and by regulations (such as labor and tax laws) that affect companies with a large number of employees. In addition, several state and local laws have been passed in recent years that encourage car pooling and the use of mass transit. For example, a Los Angeles, California law prohibits employers from reimbursing employee parking expenses. Laws and regulations that reduce the number of cars and vehicles being driven could adversely impact the Company's business.

        The Company collects and remits sales/parking taxes and files tax returns for and on behalf of the Company and its clients. The Company is affected by laws and regulations that may impose a direct assessment on the Company for failure to remit sales/parking taxes and filing of tax returns for and on behalf of its clients.

        Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In connection with the operation of parking facilities, the Company may be potentially liable for any such costs. Although the Company is currently not aware of any material environmental claims pending or threatened against it or any of the parking facilities which it operates, there can be no assurance that a material environmental claim will not be asserted against the Company or against the parking facilities which it operates. The cost of defending against claims of liability, or of remediating a contaminated property, could have a material adverse affect on the Company's financial condition or results of operations.

        Various other governmental regulations affect the Company's operation of parking facilities, both directly and indirectly, including the ADA. Under the ADA, all public accommodations, including parking facilities, are required to meet certain federal requirements related to access and use by disabled persons. For example, the ADA requires parking facilities to include handicapped spaces, headroom for wheelchair vans, attendants' booths that accommodate wheelchairs and elevators that are operable by disabled persons. When negotiating management contracts and leases with clients, the Company generally requires that the property owner contractually assume responsibility for any ADA liability in connection with the property; however, there can be no assurance that the property owner has assumed such liability for any given property and there can be no assurance that the Company would not be held liable despite assumption of responsibility for such liability by the property owner. Management believes that the parking facilities the Company operates are in substantial compliance with ADA requirements.

Employees

        As of December 31, 2001, the Company employed approximately 13,600 individuals, including approximately 7,800 full-time and 5,800 part-time employees. As of December 31, 2000, the Company employed approximately 14,000 individuals, including approximately 8,400 full-time and 5,600 part-time employees. Approximately 25% of the Company's employees are covered by collective bargaining agreements. No single collective bargaining agreement covers a material number of employees. The Company believes that its employee relations are good.

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Intellectual Property

        The APCOA® name and logo and the Standard Parking® name and logo are registered with the United States Patent and Trademark Office. In addition, the Company has registered the names and, as applicable, the logos of all material subsidiaries and divisions of the Company in the United States Patent and Trademark Office or the equivalent State registry, including the right to the exclusive use of the name Central Park in the Chicago metropolitan area. The Company has also obtained a United States patent for its Multi-Level Vehicle Parking Facility (the musical Theme Floor Reminder System), which expires in 2005, and trademark protection for its proprietary parker programs, such as Books-To-Go®, Films-To-Go®, Little Parkers™ and Ambiance in Parking®. Proprietary software developed by the Company, such as Client View®, Hand Held Program®, License Plate Inventory program®, ParkNet® and ParkStat® are registered in the United States Copyright Office.

Competition

        The parking industry is fragmented and highly competitive, with limited barriers to entry. The Company faces direct competition for additional facilities to manage or lease, while the Company's facilities themselves compete with nearby facilities for its parking customers, and in the labor market generally for qualified employees. Moreover, the construction of new parking facilities near the Company's existing facilities can adversely affect the Company's business.

        The Company competes for additional facilities with a variety of other companies. Although there are relatively few large, national parking companies that compete with the Company, the Company also faces competition from numerous smaller, locally-owned independent operators, as well as from developers, hotels, national financial services companies and other institutions that self-manage both their own parking facilities as well as facilities owned by others. Many municipalities and other governmental entities also operate their own parking facilities, thus eliminating those facilities as potential management or lease opportunities for the Company. Some of the Company's present and potential competitors have or may obtain greater financial and marketing resources than those of the Company, which may negatively impact the Company's ability to retain existing contracts and gain new contracts.

ITEM 2. PROPERTIES

Parking Facilities

        The Company operates parking facilities in 43 states, Washington D.C. and three provinces of Canada pursuant to management contracts or leases. The Company does not currently own any parking facilities. The following table summarizes certain information regarding the Company's facilities as of December 31, 2001:

		# of Locations			# of Spaces
States/Provinces
	Airports and Urban Cities	Airport	Urban	Total	Airport	Urban	Total
Alabama	Airports	3		3	1,430		1,430
Alaska	Airports	2		2	3,200		3,200
Arizona	Phoenix		19	19		17,864	17,864
British Columbia	Richmond, Vancouver, Victoria and Whistler		38	38		3,192	3,192
California	Airports, Los Angeles, Long Beach, Sacramento, San Diego, San Francisco, and San Jose	7	526	533	25,384	173,170	198,554
Colorado	Airports, Colorado Springs, and Denver	2	22	24	9,752	13,787	23,539

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Connecticut	Airports, Greenwich and Stamford	9	1	10	8,500	850	9,350
District of Columbia	Washington, DC		47	47		17,140	17,140
Delaware	Wilmington		1	1		473	473
Florida	Airports, Miami, Orlando and Pensacola	8	65	73	8,524	35,688	44,212
Georgia	Airports and Atlanta	2	18	20	2,142	13,817	15,959
Hawaii	Airports and Honolulu	3	48	51	2,393	18,447	20,840
Iowa	Airports	2		2	3,487		3,487
Idaho	Airports	1		1	372		372
Illinois	Airports and Chicago	9	190	199	30,540	102,149	132,689
Indiana	Airports, Indianapolis and Ft. Wayne	1	15	16	1,234	5,190	6,424
Kansas	Topeka, Wichita, and Bonner Springs		4	4		13,894	13,894
Kentucky	Louisville		2	2		716	716
Louisiana	Airports and New Orleans	1	49	50	1,302	17,488	18,790
Maine	Airports and Portland	4	1	5	2,090	528	2,618
Maryland	Baltimore, Bethesda and Towson		20	20		5,502	5,502
Massachusetts	Boston, Cambridge, Worchester and Medford		134	134		53,873	53,873
Michigan	Airports, Detroit and Southfield	6	7	13	5,879	5,719	11,598
Minnesota	Airports, Minneapolis and St. Paul	6	41	47	21,501	19,575	41,076
Missouri	Airports and Kansas City	16	95	111	24,242	20,608	44,850
Montana	Airports and Great Falls	4	4	8	1,952	2,217	4,169
Nebraska	Airports	2		2	1,307		1,307
Nevada	Las Vegas and Reno		4	4		1,484	1,484
New Jersey	Airports and Newark	9	2	11	18,500	4,202	22,702
New Mexico	Airports	1		1		0	0
New York	Airports, Buffalo Rochester and Westchester	6	40	46	7,259	19,133	26,392
North Carolina	Charlotte		1	1		818	818
North Dakota	Airports	2		2	1,415		1,415
Ohio	Airports, Akron, Cleveland, Cincinnati, Columbus and Toledo	6	114	120	10,373	56,126	66,499
Ontario	North York, Scarborough and Toronto		42	42		36,375	36,375
Oregon	Airports	3		3	2,231		2,231
Pennsylvania	Airports and Wilkes Barre	2	1	3	1,600	431	2,031
Quebec	Airports	4		4	9,405		9,405
Rhode Island	Providence		4	4		6,045	6,045
South Carolina	Airports	4		4	4,232		4,232
South Dakota	Airports	2		2	1,508		1,508
Tennessee	Airports, Memphis and Nashville	2	17	19	3,077	5,146	8,223
Texas	Airports, Dallas, Forth Worth and Houston	4	99	103	4,341	83,863	88,204
Utah	Salt Lake City		2	2		5,780	5,780
Virginia	Airports, Alexandria, Richmond and Virginia Beach	6	111	117	3,468	27,308	30,776
Washington	Airports, Seattle, Carmel, Kirkland, Tacoma and Bellingham	2	14	16	822	2,975	3,797
Wisconsin	Airports and Milwaukee	10	9	19	9,885	1,688	11,573

11

Totals 151 1,807 1,958 233,347 793,261 1,026,608

        The Company has interests in 19 joint ventures that each operates between one and three parking facilities. The Company is the general partner of seven limited partnerships that each operates between one and twelve parking facilities. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Summary of Operating Facilities."

        The Company leases approximately 45,000 square feet of office space for its corporate offices in Chicago, Illinois. The lease expires in 2008, and includes a renewal option for an additional five years. The lease also includes expansion options for up to 3,700 additional square feet of space, and the Company has a right of first refusal on 24,000 square feet more. The Company believes that the leased facility, together with expansion options, is adequate to meet current and foreseeable future needs.

        The Company also leases regional offices. These lease agreements generally include renewal and expansion options, and the Company believes that these facilities are adequate to meet its current and foreseeable future needs.

ITEM 3. LEGAL PROCEEDINGS

        The Company is subject to various claims and legal proceedings that consist principally of lease and contract disputes and include litigation with The County of Wayne relating to the management of parking lots at the Detroit Metropolitan Airport. The Company considers these claims and legal proceedings to be routine, and incidental to the Company's business, and in the opinion of management, the ultimate liability with respect to these proceedings and claims will not materially affect the financial position, operations, or liquidity of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

        There is no public trading market for the common stock of APCOA/Standard.

        On March 11, 2002, APCOA/Standard issued shares of its Series D Redeemable Convertible Preferred Stock (the "Series D Stock") to AP Holdings in exchange for shares of APCOA/Standard Series C Preferred Stock on terms which the Company believes are no less favorable than what normally would be obtained through arms length transactions. The Series D Stock was issued without registration in reliance on section 4(2) of the Securities Act of 1933, as amended. The exemption was available on the basis that the issued shares were offered solely to the existing majority APCOA/Standard shareholder and was not, therefore, the subject of a public offering. If, upon the occurrence of an initial public offering, APCOA/Standard does not redeem all of the shares of the Series D Stock, APCOA/Standard or, if APCOA/Standard does not make an election, the holder thereof, may elect to convert all of such holder's shares of the Series D Stock into a number of shares of APCOA/Standard's capital stock offered in such initial public offering equal to, on a per-share basis, the quotient of 118% of the liquidation amount plus an amount equal to 118% of all accrued but unpaid dividends by the price per share of APCOA/Standard's capital stock sold in such initial public offering.

        APCOA/Standard did not pay a cash dividend in respect of its common stock in 2001, 2000 or 1999. By the terms of the Company's amended senior credit facility, the Company is restricted from paying cash dividends on its capital stock while such facility is in effect. The Company accrued dividends in respect of its Class C Redeemable Preferred Stock in additional shares of Class C Redeemable Preferred Stock aggregating $6.4 million, $5.7 million and $5.1 million in 2001, 2000 and 1999, respectively.

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        The indenture governing the Company's 9¹/4% senior subordinated notes and its 14% senior subordinated second lien notes also limits the Company's ability to pay cash dividends. Unless the Company meets certain financial ratios, it may not pay dividends in respect of its stock except for those payable in additional shares of stock.

        There are no restrictions on the ability of APCOA/Standard's wholly owned subsidiaries to pay cash dividends to APCOA/Standard.

Other Events

        As previously disclosed in Item 3 of APCOA/Standard's Form 10-Q for the quarter ended September 30, 2000, the bankruptcy filing of AmeriServe Food Distribution, Inc. on January 31, 2000 was a default under certain debt instruments of Holberg Industries, Inc., ("Holberg") the former parent of AP Holdings. As a result of such defaults, the creditors of Holberg could have taken control of Holberg or AP Holdings, APCOA/Standard's parent. A change in control of Holberg or AP Holdings would also constitute a change in control of APCOA/Standard under APCOA/Standard's debt instruments and of AP Holdings under its bond indenture.

        On March 5, 2001, Holberg restructured certain of its debt and eliminated the defaults thereunder, thereby eliminating the possibility of a change of control of AP Holdings under its bond indenture or the possibility of a change in control of APCOA/Standard under the APCOA/Standard debt instruments as a result of such defaults (see Item 12).

        Steamboat Holdings, Inc. ("Steamboat") owns all of the outstanding common stock of our parent company, AP Holdings, and has pledged such stock to lenders to secure its borrowings. If Steamboat experiences certain defaults on its debt obligations, its creditor may be able to seize AP Holdings' common stock. Steamboat is currently in default under an existing bank loan. This creditor can not currently seize AP Holdings' capital stock but would have the ability to seize its stock in 2006 if this default is not cured. If Steamboat violates certain other covenants of this debt obligation, the lender would have an immediate ability to seize AP Holdings' stock. If the lender elected to foreclose on the stock, it would result in a change of control of AP Holdings. A change of control of AP Holdings could lead to an event of default under debt instruments under which AP Holdings is a borrower, which could cause a change of control under the indentures governing our 9¹/4% Senior Subordinated Notes due 2008 and our 14% Senior Subordinated Second Lien Notes due 2006. Consequently, an event of default by AP Holdings pursuant to its debt instruments could in turn lead to an event of default by us under our senior credit facility and other debt instruments. There can be no assurance that Steamboat will cure its existing default or will not default in a manner giving its creditor a right to seize AP Holdings' stock.

ITEM 6. SELECTED HISTORICAL FINANCIAL DATA

        The following table presents selected historical consolidated financial data at and for the years ended December 31, 2001, 2000, 1999 and 1998, which have been derived from the audited financial statements of APCOA/Standard, and 1997, which has been derived from the audited financial statements of APCOA. The selected financial data set forth below should be read in conjunction with

13

"Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and notes thereto included elsewhere herein.

		Year Ended December 31,
		2001			2000			1999			1998(1)			1997
		(Dollars in Thousands)
Income Statement Data:
Parking services revenue		$	243,814		$	252,482		$	247,899		$	195,517		$	117,704
Cost of parking services			186,827			192,345			193,094			155,230			94,846
General and administrative expenses			29,979			36,121			32,453			23,506			13,528
Other special charges			15,869			4,636			5,577			18,050			—
Depreciation and amortization			15,501			12,635			9,343			7,435			3,767
Operating (loss) income			(4,362	)		6,745			7,432			(8,704	)		5,563
Interest expense, net			17,599			17,382			15,684			10,938			3,243
Bad debt provision related to non-operating receivables			12,878			—			—			—			—
Minority interest			209			341			468			487			321
Income tax expense			406			503			752			430			140
Extraordinary loss			—			—			—			2,816			—
Net (loss) income		$	(35,454	)	$	(11,481	)	$	(9,472	)	$	(23,375	)	$	1,859
Other Data:
Gross customer collections		$	1,505,645		$	1,545,690		$	1,369,319		$	1,026,085		$	476,183
Capital expenditures			1,537			4,684			10,261			7,691			2,357
Net cash provided by (used in):
	Operating activities		8,894			(3,217	)		(17,709	)		(20,381	)		931
	Investing activities		(1,547	)		(4,897	)		(13,531	)		(96,025	)		(3,592	)
	Financing activities		(2,855	)		7,240			16,844			132,267			3,451
	Effect of exchange rate changes		(429	)		(802	)		428			—			—
Number of managed locations			1,625			1,560			1,422			1,165			378
Number of leased locations			333			364			404			439			267
Number of total locations			1,958			1,924			1,826			1,604			645
Number of parking spaces			1,026,608			1,033,587			1,012,000			794,000			273,000
Balance Sheet Data (at end of year):
Cash and cash equivalents		$	7,602		$	3,539		$	5,215		$	19,183		$	3,322
Working capital deficiency			(20,156	)		(11,941	)		(12,180	)		(9,119	)		(17,059	)
Total assets			192,234			208,341			213,270			216,769			59,095
Total debt			175,257			174,996			167,469			149,431			38,283
Redeemable preferred stock			61,330			54,976			49,280			44,174			8,728
Common stock subject to put/call rights			8,500			6,304			4,589			4,589			—
Common stockholders' deficit			(133,185	)		(100,731	)		(79,611	)		(54,908	)		(22,259	)

(1)

Includes the results of Standard Parking effective from March 30, 1998.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion of APCOA/Standard's results of operations should be read in conjunction with the consolidated financial statements of APCOA/Standard and the notes thereto included elsewhere herein.

Overview

        APCOA/Standard operates in a single reportable segment, operating parking facilities under two types of arrangements: management contracts and leases. Under a management contract, APCOA/Standard typically receives a base monthly fee for managing the property and may also receive a small incentive bonus based on the achievement of facility revenues above a base amount among other factors. In some small instances, APCOA/Standard also receives certain fees for ancillary services. Typically, all of the underlying revenues, expenses and capital expenditures under a management contract flow through to the property owner rather than to APCOA/Standard. Under lease arrangements, APCOA/Standard generally pays to the property owner either a fixed annual rental, a percentage of gross customer collections or a combination thereof. APCOA/Standard collects all revenues under lease arrangements and is responsible for most operating expenses, but it is typically not responsible for major maintenance or capital expenditures. As of December 31, 2001, the Company operated approximately 83% of its 1,958 parking facilities under management contracts and approximately 17% under leases.

        Gross customer collections.    Gross customer collections consist of gross receipts collected at all leased and managed properties, including unconsolidated affiliates.

        Parking services revenue—lease contracts.    Parking services revenues related to lease contracts consist of all revenues received at a leased facility, including development fees, gains on sales of contracts and payments for exercising termination rights.

        Parking services revenue—management contracts.    Management contract revenue consists of management fees, including both fixed and revenue-based fees, and fees for ancillary services such as accounting, equipment leasing, payments received for exercising termination rights, consulting, insurance and other value-added services with respect to managed locations. Management contract revenue excludes gross customer collections at such locations. Management contracts generally provide APCOA/Standard with a management fee regardless of the operating performance of the underlying facility.

        Cost of parking services—lease contracts.    The cost of parking services under a lease arrangement consists of contractual rental fees paid to the facility owner and all operating expenses incurred in connection with operating the leased facility. Contractual fees paid to the facility owner are based on either a fixed contractual amount or a percentage of gross revenue, or a combination thereof. Generally under a lease arrangement, APCOA/Standard is not responsible for major capital expenditures or property taxes.

        Cost of parking services—management contracts.    The cost of parking services under a management contract is generally passed through to the facility owner. As a result, these costs are not included in the results of operations of the Company. Several APCOA/Standard contracts, which are referred to as reverse management contracts however, require APCOA/Standard to pay for certain costs that are offset by larger management fees.

        General and administrative expenses.    General and administrative expenses include salaries, wages, travel and office related expenses for the headquarters, field offices and supervisory employees.

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Summary of Operating Facilities

        The following table reflects the Company's facilities at the end of the periods indicated:

		December 31, 2001	December 31, 2000	December 31, 1999
Managed Facilities		1,625	1,560	1,422
Leased Facilities		333	364	404
	Total Facilities	1,958	1,924	1,826

        The Company's strategy is to add locations in core cities where a concentration of locations improves customer service levels and operating margins. In general, contracts added as set forth in the table above followed this strategy.

Results of Operations

        The following information should be read in conjunction with the Consolidated Financial Statements.

		Year Ended December 31,
		2001			2000			1999
		(In Thousands)
Gross customer collections		$	1,505,645		$	1,545,690		$	1,369,319
Parking services revenue:
	Lease contracts	$	156,411		$	181,828		$	196,441
	Management contracts		87,403			70,654			51,458
			243,814			252,482			247,899
Cost of parking services:
	Lease contracts		142,555			159,702			172,217
	Management contracts		44,272			32,643			20,877
			186,827			192,345			193,094
General and administrative expenses			29,979			36,121			32,453
Other special charges			15,869			4,636			5,577
Depreciation and amortization			15,501			12,635			9,343
Operating (loss) income			(4,362	)		6,745			7,432
Bad debt provision related to non-operating receivable			12,878			—			—
Interest expense, net			17,599			17,382			15,684
Minority interest			209			341			468
Income tax expense			406			503			752
Net loss		$	(35,454	)	$	(11,481	)	$	(9,472	)

        In analyzing the gross margins of APCOA/Standard, it should be noted that the cost of parking services for parking facilities under management contracts incurred in connection with the provision of management services is generally paid by the clients. Several management contracts, however, which are referred to as reverse management contracts, require APCOA/Standard to pay for certain costs that are offset by larger management fees. Margins for lease contracts vary significantly not only due to operating performance, but also variability of parking rates in different cities and varying space utilization by parking facility type and location.

16

        The attacks that occurred on September 11^th had an immediate effect on the Company's business at all 74 airports the Company operates and, to a lesser extent, at isolated urban facilities near governmental institutions. Although business at airports had been declining prior to the September 11^th attacks, an immediate significant decrease in airport revenues occurred following those attacks. Parking revenue at the airports served by the Company declined 45.3% during the period of September 16 - 30, 2001, compared to the same period of 2000. Revenues at airports have recovered since the attacks to a 16.6% decline for the period December 15-30, 2001, and has improved further to a 10.9% decline for the period February 16-28, 2002 as compared to the same periods in the prior year. The Company does not know what the lasting effect of the September 11^th attacks will be. However, there remain in place several stringent security measures that prohibit parking within a certain distance of the terminal, which continues to impact utilization of parking spaces. The airport parking and transportation market represents approximately 21% of the Company's gross profit.

        The results of the Company for the year ended December 31, 2001, reflect depreciation and amortization expense of $15.5 million. The Company estimates that, with the application of SFAS No. 142 for goodwill and other intangible assets and the disposition of certain assets in 2001, depreciation and amortization for the year ended December 31, 2002 will approximate $6.0 million.

Fiscal 2001 Compared to Fiscal 2000

        Gross customer collections.    Gross customer collections decreased $40.1 million, or 2.6%, to $1,505.6 million in fiscal 2001, compared to $1,545.7 million in fiscal 2000. This decrease is attributable to the attacks of September 11^th, which impacted all airport operations, special event venues and hotels and the cancellation of the Detroit Airport contract in the fourth quarter of 2000, which was partially offset by the net increase of 34 new contracts.

        Parking services revenue—lease contracts.    Lease contract revenue decreased $25.4 million, or 14.0%, to $156.4 million in the year ended December 31, 2001, compared to $181.8 million in the year-ago period. This decrease resulted from the net reduction of 31 leases through contract expirations, conversions to management contracts and the attacks of September 11th.

        Parking services revenue—management contracts.    Management contract revenue increased $16.7 million, or 23.7%, to $87.4 million in the year ended December 31, 2001, compared to $70.7 million in the year-ago period. This increase resulted from the net increase of 65 contracts through internal growth; conversions from lease contracts, and the full year impact of the addition of a large airport contract in the second half of 2000. In addition, the Company received a payment of $4.8 million in 2001 related to the exercise of owner termination rights associated with certain management contracts.

        Cost of parking services—lease contracts.    Cost of parking for lease contracts decreased $17.1 million or 10.7%, to $142.6 million for the year ended December 31, 2001, from $159.7 million for the year-ago period. This decrease resulted from the net reduction of 31 leases through contract expirations and conversions to management contracts. Gross margin for leases declined to 8.9% during 2001 compared to 12.2% during 2000. This decrease was due to the loss of volume following the attacks of September 11^th, and the reduction of 31 leases through contract expirations and conversions to management contracts.

        Cost of parking services—management contracts.    Cost of parking for management contracts increased $11.7 million or 35.9%, to $44.3 million for the year ended December 31, 2001, compared to $32.6 million for the year-ago period. This increase resulted from the net addition of 65 new contracts through internal growth, conversions from lease contracts and the full year impact of the addition of a large airport contract in the second half of 2000. Gross margin for management contracts declined to 49.3% during 2001 compared to 53.8% during 2000. Most management contracts have no cost of

17

parking services related to them, as all costs are reimbursable to the Company. However, several contracts, which are referred to as reverse management contracts, require the Company to pay for certain costs that are offset by larger management fees. This increase in cost of parking management contracts was related to the addition of several contracts of this type.

        General and administrative expenses.    General and administrative expenses decreased $6.1 million or 17.0%, to $30.0 million for the year ended December 31, 2001, compared to $36.1 million for the year-ago period. This decrease resulted from implementation of cost savings, staff reductions and operating efficiencies.

        Other special charges.    The Company recorded $15.9 million of other special charges for the year ended December 31, 2001, compared to $4.6 million for the period ending December 31, 2000. The charges for 2001 included $11.8 million related to the exchange (see Note D of the Notes to the Consolidated Financial Statements), $1.7 million related to a provision for abandoned businesses, $0.9 million for legal costs, $0.8 million in a provision for headquarters reorganization, $0.3 million in prior period retroactive insurance premium increases, $0.3 million in outside consultant costs related to prior periods, and $0.1 million in severance costs. The charges for 2000 included $2.5 million of severance costs, $0.9 million of prior period retroactive insurance premium increases and $1.2 million of incremental integration costs and other costs.

        Non-operating income (expense).    The Company recorded a $12.9 million bad debt provision related to non-operating receivables for the year ended December 31, 2001, compared to no charges for the period ending December 31, 2000. The 2001 bad debt provision for non-operating receivables relates to advances to and deposits with affiliates that had previously been reclassified from a long-term asset to stockholders' deficit. This provision was made due to uncertainty regarding the ability of the affiliates to repay such amounts without potentially receiving distributions from the Company.

        Other income and expense.    Interest expense, net of interest income increased $0.2 million to $17.6 million in 2001, from $17.4 million in 2000. Minority interest decreased $0.1 million to $0.2 million in 2001 from $0.3 million in 2000. Income tax expense decreased $0.1 million, to $0.4 million in 2001 from $0.5 million in 2000.

Fiscal 2000 Compared to Fiscal 1999

        Gross customer collections.    Gross customer collections increased $176.4 million, or 12.9%, to $1,545.7 million in fiscal 2000, compared to $1,369.3 million in fiscal 1999. This increase is attributable to the addition of 117 locations during the period and growth at existing locations.

Parking services revenue—lease contracts. Lease contract revenue decreased $14.6, million or 7.4%, to $181.8 million in the year ended December 31, 2000, compared to $196.4 million in the year-ago period. This decrease resulted from the net reduction of 37 leases through contract expirations and conversions to management contracts. One large airport lease contract was converted to a management contract in the second half of 2000, a large airport contract was lost in the second half of 1999, and a change was made in reclassification of reimbursable costs.

        Parking services revenue—management contracts.    Management contract revenue increased $19.2 million, or 37.3% to $70.7 million in the year ended December 31, 2000, compared to $51.5 million in the year-ago period. This increase resulted from the net increase of 154 contracts through internal growth, conversions from lease contracts, an addition of a large airport contract in the second half of 2000 and a conversion of a large airport contract from a lease to a management contract.

        Cost of parking services—lease contracts.    Cost of parking for lease contracts decreased $12.5 million, or 7.3%, to $159.7 million for the year ended December 31, 2000, from $172.2 million

18

during the year-ago period. This decrease resulted from the net reduction of 37 leases through contract expirations, conversions to management contracts and the loss of one large airport contract in the second half of 1999. Gross margin for leases declined slightly to 12.2% during 2000 compared to 12.3% during 1999. The nominal decrease was due to slightly higher operating expenses.

        Cost of parking services—management contracts.    Cost of parking for management contracts increased $11.8 million, or 56.4%, to $32.6 million for the year ended December 31, 2000, compared to $20.8 million in 1999. The increase resulted from the addition of a net total of 154 new contracts through internal growth and conversions from lease contracts. Gross margins for management contracts declined to 53.8% in the year 2000 compared to 59.4% in the previous year. Most management contracts have no cost of parking services related to them as all costs are reimbursable to the Company. However, several contracts, which are referred to as reverse management contracts, require the Company to pay for certain costs that are offset by larger management fees. The increase in cost of parking management contracts was related to the addition of several contracts of this type.

        General and administrative expenses.    General and administrative expenses increased $3.7 million, or 11.3%, to $36.1 million during 2000 compared to $32.5 million during 1999. This increase resulted from investment in the Company's infrastructure in the first half of 2000.

        Other special charges.    The Company recorded $4.6 million of other special charges during 2000. The charge included $2.5 million of severance costs, $0.9 million of prior period retroactive insurance premium increases, and $1.2 million of incremental integration costs and other costs.

        Other income and expense.    Interest expense, net of interest income, totaled $17.4 million in the current year, up from $15.7 million in 1999. This increase is the result of increased borrowings under the Company's Senior Credit Facility. Minority interest decreased $0.1 million to $0.4 million in 2000 compared to $0.5 million in 1999. Income tax expense, which consists primarily of Canadian income tax, decreased to $0.5 million in 2000 from $0.8 million in 1999 as a result of the decrease in Canadian income.

Liquidity and Capital Resources

        On January 11, 2002, the Company completed a restructuring of its publicly issued debt. The Company exchanged $91.1 million of its outstanding 9¹/4% Senior Subordinated Notes due 2008 for $59.3 million of its newly issued 14% Senior Subordinated Second Lien Notes due 2006 and shares of its newly issued 18% Senior Convertible Redeemable Preferred Stock. As part of these transactions, the Company also received $20.0 million in cash. The cash was used to repay borrowings under the Company's old credit facility, repurchase shares of existing redeemable Series C preferred stock owned by its parent company and pay expenses incurred in connection with the transaction (including approximately $3.0 million to its parent company as a transaction advisory fee).

        As a result of day-to-day activity at the parking locations, APCOA/Standard collects significant amounts of cash. Lease contract revenue is generally deposited into local APCOA/Standard bank accounts, with a portion remitted to the clients in the form of rental payments according to the terms of the leases. Under management contracts, some clients require APCOA/Standard to deposit the daily receipts into a local APCOA/Standard bank account, with the cash in excess of the Company's operating expenses and management fees remitted to the client at negotiated intervals. Other clients require the Company to deposit the daily receipts into client accounts and the clients then reimburse the Company for operating expenses and pay the Company's management fee subsequent to month-end. Some clients require a segregated account for the receipts and disbursements of locations.

        Gross daily collections are collected by APCOA/Standard and deposited into banks in one of three methods, which impact the Company's investment in working capital: (i) locations with revenues deposited into APCOA/Standard's bank accounts reduce the Company's investment in working capital,

19

(ii) locations that have segregated accounts generally require no investment in working capital and (iii) accounts where the revenues are deposited into the clients' accounts increase the Company's investment in working capital. The Company's average investment in working capital depends on its contract mix. For example, an increase in contracts that required all cash deposited in our bank accounts reduces our investment in working capital and improves our liquidity. During the period of January 1, 2001 to December 31, 2001, a decrease in these types of contracts resulted in a loss of liquidity to us of approximately $2.4 million.

        APCOA/Standard's liquidity also fluctuates on an intra-month and intra-year basis depending on the contract mix and timing of significant cash payments such as the Company's semi-annual interest payments. Additionally, the Company's ability to utilize cash deposited into APCOA/Standard local accounts is dependent upon the availability and movement of that cash into the Company's corporate account. For all these reasons, the Company from time to time carries significant cash balances, while at the same time utilizing the senior credit facility.

        APCOA/Standard is required under certain contracts to provide performance bonds. These bonds are renewed on an annual basis. The market for performance bonds has been severely impacted by the events of September 11 and general economic conditions. Consequently, the market has contracted resulting in an industry-wide requirement to provide additional collateral to the surety providers.

        As of December 31, 2001, APCOA/Standard had provided $3.0 million in letters of credit to collateralize its current program. APCOA/Standard expects that it will have to provide additional collateral as the current bonds reach their respective expiration dates. While APCOA/Standard expects that it will be able to provide sufficient collateral, given the market conditions there can be no assurance that the Company will be able to do so.

        Based on the Company's current level of operations, APCOA/Standard believes its cash flow from operations, available cash and available borrowings under the senior credit facility will be adequate to meet its future liquidity needs through the maturity of its amended senior credit agreement.

        APCOA/Standard's ability to generate cash from operations is partially dependent upon cash collected and generated from airport parking facilities. As a result of reduced air traffic and the impact of restrictions on the use of parking facilities within 300 feet of airport terminals and also reduced traffic at hotel and retail facilities, the Company may continue to experience a reduction in its revenue and cash flow from these operations.

Fiscal 2001 Compared to Fiscal 2000.

        The Company had cash and cash equivalents of $7.6 million at December 31, 2001 compared to $3.5 million at December 31, 2000.

        Net cash provided by operating activities totaled $8.9 million for 2001 compared to cash used of $3.2 million for 2000. Cash provided during 2001 included $6.6 million from a decrease in accounts receivable due to improved collections and a reduction of activity at certain client locations, $0.9 million from a decrease in advances and deposits, a $0.5 million decrease in prepaids, and $0.9 million from increases in compensation and other items.

        Net cash used in investing activities totaled $1.5 million in 2001 compared to cash used of $4.9 million in 2000. Cash used in investing for 2001 included capital expenditures of $1.5 million for capital investments to secure and/or extend leased facilities and investment in information system enhancements.

        Net cash used in financing activities totaled $2.9 million in 2001, compared to cash provided from financing activities of $7.2 million in 2000. The 2001 activity included $2.8 million in cash used for repayments on long-term borrowings and joint venture borrowings and $1.7 million in debt issuance

20

costs in connection with amendments to the Company's senior credit facility and the amended and restated credit agreement. (See Note D of the Notes to the Consolidated Financial Statements). In addition, the Company provided funds from increases in borrowings on its senior credit facility of $1.7 million.

Fiscal 2000 Compared to Fiscal 1999

        The Company had cash and cash equivalents of $3.5 million at December 31, 2000, compared to $5.2 million at December 31, 1999.

        Net cash used in operating activities totaled $3.2 million for 2000, compared to cash used of $17.7 million for 1999. Cash used during 2000 included $4.6 million of cash for other special charges, $2.8 million in final rent payment for terminated lease contracts, $2.5 million held for a client construction project and $1.2 million in compensation and other items. Notes and accounts receivable increased $4.1 million in 2000 relating to new contracts and existing locations. Cash was provided by an increase in accounts payable of $9.8 million primarily related to an increase in the number of clients depositing revenues into APCOA/Standard banks from segregated accounts of $6.0 million and an increase of $3.8 million in trade accounts payable. Other assets declined by $1.1 million.

        Net cash used in investing activities totaled $4.9 million in 2000 compared to cash used of $13.5 million in 1999. Cash used in investing included capital expenditures of $4.9 million for capital investments to secure and/or extend leased facilities and investment in information system enhancements.

        Net cash provided by financing activities totaled $7.2 million in 2000 compared to cash provided from financing activities that totaled $16.8 million in 1999. The 2000 activity included $8.9 million in borrowings from the senior credit facility, which was partially offset by repayments on long term borrowings and joint venture borrowings of $1.3 million. In addition, the Company incurred additional debt issuance costs of $0.3 million in connection with amendments to the Company's senior credit facility.

Other Liquidity and Capital Resources Information

        The Company entered into an amended and restated credit agreement as of January 11, 2002 with the LaSalle Bank National Association ("LaSalle") and Bank One, N.A., ("Bank One") (the lenders under our prior senior credit facility) that restructures our prior $40.0 million senior credit facility ("Facility") into a new senior credit facility ("New Facility"). The new facility consists of a $25.0 million revolving credit facility provided by LaSalle, which will expire on March 1, 2004 and a $15.0 million term loan held by Bank One amortizing with $5.0 million due on December 31, 2002 and the remainder due on March 10, 2004. APCOA/Standard utilizes the revolving new facility to provide readily accessible cash for working capital purposes and general corporate purposes and to provide standby letters of credit. The revolving new facility provides for cash borrowings up to the lesser of $25.0 million or 80% of our eligible accounts receivable (as defined therein) and includes a letter of credit facility with a sublimit of $8.0 million (or such greater amount as LaSalle may agree to for letters of credit). The revolving new facility bears interest based, at our option, either on LIBOR plus 3.75% or the Alternate Base Rate (as defined below) plus 1.50%. We may elect interest periods of 1, 2, or 3 months for LIBOR based borrowings. The Alternate Base Rate is the higher of (i) the rate publicly announced from time to time by LaSalle as its "prime rate" and (ii) the overnight federal funds rates plus 0.50%. LIBOR will at all times be determined by taking into account maximum statutory reserves required (if any). The interest rate applicable to the term loan is a fixed rate of 13.0%, of which cash interest at 9.5% will be payable monthly in arrears and 3.5% will accrue without compounding and be payable on March 10, 2004 or earlier maturity, whether pursuant to any permitted prepayment acceleration or otherwise. The new senior credit facility includes covenants that limit our ability to

21

incur additional indebtedness, issue preferred stock or pay dividends and will contain certain other restrictions on our activities. It is secured by substantially all of our existing and future domestic subsidiaries' existing and after-acquired assets (including 100% of the stock of our existing and future domestic subsidiaries and 65% of the stock of our existing and future foreign subsidiaries), by a first priority pledge of all of the common stock of the Company owned by AP Holdings and by all other existing and after-acquired property of the parent company. At March 28, 2002 the Company had $3.0 million of letters of credit outstanding under the new facility and borrowings against the new facility aggregated $28.0 million.

        At December 31, 2001 the Company's old senior credit facility provided cash borrowings up to $40.0 million with sublimits for letters of credit up to $10.0 million, at variable rates based, at the Company's option, either on LIBOR, the overnight federal funds rate, or the bank's base rate. At December 31, 2001, the Company had $3.0 million of letters of credit outstanding under the Facility and borrowings against the facility aggregated $28.6 million. The facility was amended on March 30, 2000, with the principal changes to the agreement providing for revisions to interest rates charged on borrowings and certain financial covenants. The facility was amended on May 12, 2000, with the principal change to the agreement relating to the definition of a change in control. The facility was amended on November 14, 2000, with the principal changes to the agreement providing for revisions to interest rates charged on borrowings and certain financial covenants. The facility was amended on March 30, 2001 with the principal changes to the agreement providing for revisions to interest rates charged on borrowings, certain financial covenants, a change to restore the original borrowing limits, and a change in the expiration date from March 30, 2004 to July 1, 2002. The facility was amended as of September 30, 2001, with the principal changes to the agreement providing for revisions to certain financial covenants.

        The Company has significant indebtedness. As of December 31, 2001, the Company had indebtedness under Senior Subordinated Notes, Senior Credit Facility, joint venture debentures, capital lease obligations and other asset financing totaling approximately $175.3 million. Had the exchange offer closed on December 31, 2001 the Company's indebtedness under its 9¹/4% senior subordinated notes, amended senior credit facility, 14% senior subordinated second lien notes, joint venture debentures, capital lease obligations and other asset financing would have totaled $150.8 million.

        The Company's ability to meet its anticipated future requirements for working capital, capital expenditures, scheduled payments of interest and principal on its indebtedness depends on the Company's future performance, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond its control. Based upon the current level of operations and anticipated growth, the Company believes that, together with available borrowings under its Facility and New Facility, its cash flow and available liquidity will be adequate to meet the Company's anticipated requirements up to the expiration date of the New Facility. However, there can be no assurance that the Company's business will generate sufficient cash flow or that future borrowings will be available in an amount sufficient to enable the Company to meet its future requirements, or that any refinancing of existing indebtedness (including the Facility, the New Facility and the Bank One Term Loan) would be available on commercially reasonable terms, or at all.

        The Company has lease commitments of $28.0 million for fiscal 2002. The leased properties generated sufficient cash flow to meet the base rent payments.

        If the Company identifies investment opportunities requiring cash in excess of the Company's cash flows and existing cash, the Company may borrow under the amended senior credit facility.

        In January 1999, the Company completed the combination of the insurance programs of APCOA and Standard into one program. In conjunction therewith, the Company purchased an insurance policy to cover amounts previously self-insured by APCOA and its affiliates. The APCOA insurance program had historically included a self-insured retention component, which required the establishment of

22

reserves to reflect the estimated final settlement value of open claims. The purchase of a tail policy to eliminate future exposure from retrospective adjustments resulted in a use of cash of $5.6 million in January of 1999, $2.6 million of which was included in other special charges. This transaction provided an offsetting increase in availability of funds by allowing the elimination of letters of credit in the amount of $4.7 million.

        The Company has in the past pursued a strategy of growth through acquisition. On April 1, 1999, the Company acquired the assets of Pacific Rim Parking, Inc. ("Pacific Rim") in Los Angeles for $.75 million in cash and up to $.75 million in non-interest bearing notes payable over five years. On May 1, 1999 the Company acquired various contracts of System Parking Inc. in Atlanta for $.25 million in cash. Effective as of July 1, 1999 the Company acquired all of the outstanding stock of Universal Park Holdings, Inc., operating under the names U-Park and Select Valet Parking, in Vancouver B.C. for $1.61 million. All of the acquisitions have been accounted for under the purchase method. The historical operating results of the businesses prior to acquisition were not material relative to the consolidated results of APCOA/Standard. There can be no assurance as to the Company's ability to effect future acquisitions, nor as to the effect of any such acquisition on the Company's operations, financial condition and profitability.

        The exchange offer completed in the recapitalization on January 11, 2002 will be accounted for as a "modification of terms" type of troubled debt restructuring as prescribed by FASB Statement No. 15, Accounting by Debtors and Creditors for Troubled Debt Restructurings ("FAS 15"). Under this type of FAS 15 troubled debt restructuring, an effective reduction in principal or accrued interest does not result in the debtor recording a gain as long as the future contractual payments (principal and interest combined) under the restructured debt are more than the carrying amount of the debt before the restructuring. Instead, the carrying amount of the original debt or investment is not adjusted, and the effects of any changes are reflected in future periods as a reduction in interest expense. That is, a constant effective interest rate is applied to the carrying amount of the debt between restructuring and maturity. The effective interest rate is the discount rate that equates the present value of the future cash payments specified by the new terms with the unadjusted carrying amount of the debt.

        In addition, under FAS 15, when a debtor issues an equity interest in partial satisfaction of debt in conjunction with a modification of terms, the debtor recognizes no gain and the equity is recorded at its estimated fair value. Legal fees and other direct costs incurred by a debtor to effect a troubled debt restructuring are expensed as incurred, except for amounts incurred directly in granting an equity interest, if any.

        Based on the proposed terms, the accounting for this exchange under FAS 15 would be as follows:

•

No gain will be recognized by us for the excess of (a) the principal of the unregistered notes exchanged for the registered notes, over (b) the principal of the registered notes.



•

The unrecorded gain, which will remain part of the carrying value of the debt, will be amortized as a reduction to future interest expense using an effective interest rate applied to the combined balance of the unregistered and registered notes.

Business Risks

To service our indebtedness we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the 9 ¹/4% senior subordinated notes, the Bank One Term Loan and the 14% senior subordinated second lien notes, and to fund working capital and planned capital expenditures will depend on our ability to generate cash in

23

the future. This ability depends on general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        Our working capital and liquidity may also be affected if a significant number of our clients require us to deposit all parking revenues into their respective accounts. This type of arrangement requires us to pay costs as they are incurred and receive reimbursement and our management fee after the end of the month. There can be no assurance that a significant number of our clients will not switch to the practice of requiring us to deposit all parking revenues into their respective accounts, which would result in a loss of liquidity.

        During 2001, the sureties of our performance bond program required us to collateralize a greater percentage of our performance bonds with letters of credit in order to issue new performance bonds or renew existing performance bonds upon their expiration. As a result, our available liquidity decreased. Any letters of credit used by us to collateralize surety bonds reduces the availability of funds under the senior credit facility or the amended senior credit agreement and limits funds available for debt service, working capital and capital expenditure requirements. If we are unable to provide sufficient collateral in the future, our sureties may not issue performance bonds to support our obligations under certain contracts. As of December 31, 2001, we had approximately $3.0 million of letters of credit as collateral for our sureties to issue performance bonds.

Our new performance bond surety program will likely require additional collateral to issue new performance bonds in support of our contracts, which will reduce our available working capital, and our sureties may refuse to issue performance bonds for us.

        Under substantially all of our contracts with municipalities and government entities and airports, we are required to provide a performance bond to support our obligations under the contract. Due to our financial condition and the financial state of the surety bond industry, during 2001, the sureties of our performance bond program required us to collateralize a greater percentage of their performance bonds with letters of credit. As a result, our working capital needs increased. If we are unable to provide sufficient collateral in the future, our sureties may not issue performance bonds to support our obligations under certain contracts.

        Our surety providers, as is customary in the industry, can refuse to provide us with new surety bonds. If our surety providers or any surety provider in the future refuses to provide us with surety bonds, there can be no assurance that we would be able to find alternate providers on acceptable terms, or at all. Our inability to provide surety bonds would prevent us from obtaining new business from those entities requiring performance bonds and from renewing contracts with those entities which require performance bonds. Our inability to provide surety bonds could also result in the loss of existing contracts. Failure to find a provider of surety bonds, and the resulting inability to bid for new or renew existing contracts, could have a material adverse effect on our business and financial condition.

Our business would suffer if the use of parking facilities we operate decreased.

        We expect to derive substantially all of our revenues from the operation and management of parking facilities. Our business would suffer if the use of parking facilities in urban areas or near airports decreased. Further, our success depends on our ability to adapt and improve our products in response to evolving client needs and industry trends. If demand for parking facilities is low due to decreased car and airplane travel, increased regulation, competition or other factors, our business, financial condition and results of operations and our ability to achieve sufficient cash flow to service our indebtedness, will be materially adversely affected. See "Business."

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Our management contracts and leases expose us to certain risks.

        Our revenues, net income and cash flow are dependent on the performance of the parking facilities we lease and manage. This performance depends, in part, on our ability to negotiate favorable contract terms, the ability to control operating expenses, financial conditions prevailing generally and, in areas where parking facilities are located, the nature and extent of competitive parking facilities in the area, weather conditions at certain properties (particularly with respect to airports), governmental-mandated security measures at parking facilities (particularly with respect to airports) and the real estate market generally.

        Approximately 83% of our contracts to manage parking facilities are management contracts. Under these contracts, we receive a fixed management fee and, under certain contracts, an additional incentive bonus based on facility utilization among other factors. Many of these contracts are for a one year term and may be canceled by the client for various reasons, including developmental opportunities. Some are cancelable on as little as 30 days' notice without cause. Our only ability to continue in these facilities is based on the client's satisfaction with our performance.

        Approximately 17% of our contracts to manage parking facilities are leases. Although there is generally more potential for income from leased facilities than from management contracts, they also carry more risk. Under these lease contracts, we are obligated to pay a fixed lease charge to the owner of the facility, often regardless of the actual utilization of the facility. Maintenance and operating expenses for leased facilities are borne by us and are not passed through to the owner, as is the case with management contracts. A decline in facility utilization could result in our lease payments exceeding the revenues we receive for running the parking facility. Approximately 12% of these leases are at or around airports. The client for various reasons, including developmental opportunities, may cancel many of these contracts. Some are cancelable on as little as 30 days' notice without cause.

        We are the lessee under a 25-year lease (that expires on April 6, 2025) with the State of Connecticut under which we lease the surface parking and 3,500 new garage parking spaces at Bradley International Airport in Windsor Locks, Connecticut. The parking garages were financed on April 6, 2000 with $47.7 million of special facility revenue bonds. The Bradley lease provides that we deposit with a fiduciary for the State all gross revenues collected from operations of the surface and garage parking, and the fiduciary pays debt service on the garage bonds, operating and capital maintenance expenses of the surface and garage parking facilities and specific annual guaranteed minimum payments to the State. Principal and interest on the Bradley special facility revenue bonds increases from approximately $3.6 million in lease year 2002 to approximately $4.5 million in lease year 2025. Annual guaranteed minimum payments to the State increase from approximately $8.3 million in lease year 2002 to approximately $10.3 million in lease year 2025.

        We have guaranteed the fiduciary's payments. To the extent there are insufficient parking revenues on hand with the fiduciary to make these payments, we are obligated to deliver the deficiency amount to the fiduciary within three business days of notice to us. We are responsible for these deficiency payment regardless of utilization of the Bradley parking facilities. Although the State has an obligation to raise parking rates to offset a decline in usage, there is no guarantee that the State will raise rates enough to offset a decline in usage or that any change in rates will result in revenues sufficient to cover the fiduciary's payments without a call on our guaranty. Subsequent to December 31, 2001, we have made deficiency payments of $0.7 million and expect to make an additional $0.4 million prior to July 2002. Further payments may be required.

        The loss, or renewal on less favorable terms, of a substantial number of management contracts or leases could have a material adverse effect on our business, financial condition and results of operations. In addition, because certain management contracts and leases are with state, local and quasi-governmental entities, changes to certain governmental entities' approaches to contracting regarding parking facilities could affect such contracts. A material reduction in the profit margins

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associated with ancillary services provided by us under our management contracts and leases, including increases in costs or claims associated with, or reduction in the number of clients purchasing, insurance provided by us, could have a material adverse effect on the business, financial condition and results of operations. To the extent that our management contracts and leases are cancelable without cause on 30-days' notice, most of these contracts would also be cancelable in the event of a bankruptcy, despite the automatic stay provisions under bankruptcy law.

Our business may be harmed as a result of continued terrorist attacks in the United States and Canada.

        The terrorist attacks of September 11, 2001, and any future terrorist attacks in the United States and Canada, may negatively impact our business and results of operations. Attacks have resulted in, and may continue to result in, increased government regulation of airlines and airport facilities, including the imposition of minimum distances between parking facilities and terminals resulting in the elimination of currently managed parking facilities, and increased security checks of employees at airport facilities. These types of regulations could impose costs on us which we may not be able to pass on to our clients and thereby reduce our revenues.

        In so far as these attacks have deterred, and continue to deter, people either from flying or congregating in public areas, demand for parking at airports and at urban centers may decline. This decline may result in fewer owners of these facilities hiring us to manage their parking facilities and lower incentive payments to us under those contracts where we receive an incentive bonus based on facility utilization among other factors. To the extent that these attacks cause or exacerbate a slowdown in the general economy resulting in reduced air travel, a similar effect may occur. An overall economic slowdown could reduce parking facility traffic at our facilities.

        There can be no assurance that continued terrorists attacks, an escalation of hostilities abroad or war would not have a material adverse impact on our business, financial condition and results of operations.

Our bad debt reserves may ultimately become inadequate.

        The current economic downturn and the economic impact of the terrorist attacks on September 11, 2001 have had an unknown impact on the financial condition of some of our clients. We expect that our clients involved in the airline and travel industries may be experiencing significant declines in revenue. Failure by our clients to pay us money owed, or failure to pay in a timely manner could have a material adverse effect on our business, financial condition and results of operations.

Increased government regulation of airports and reduced air travel may affect our performance.

        We operate a significant percentage of our parking facilities in and around airports. For the twelve months ended December 31, 2001, approximately 21% of our gross profit was derived from those operations. Effective September 13, 2001, the federal government prohibited parking within 300 feet of airport terminals, as they previously did during the Persian Gulf War in the early 1990s. While various government entities are still in the process of finalizing their rules regarding parking, as of December 31, 2001, all of our airport parking and airport transportation related facilities were affected by the attacks of September 11, 2001, including reduced air travel and regulation enacted following the attacks. While we believe that existing regulations may be relaxed in the future, future regulations may nevertheless prevent us from using a number of spaces. While airport business has rebounded significantly, they continue to experience some lingering effects resulting from the FAA regulation. Immediately after the September 11^th attacks, parking revenue at our airports declined 45.3% during the period of September 16 - 30, 2001 as compared to the same period 2000. This percentage has improved to a 16.6% decline for the period December 15 - 30, 2001 and has improved further to a

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10.9% decline for the period February 16 - 28, 2002 as compared to the same periods in the prior year. Reductions in the number of parking spaces and the number of air travelers may reduce our revenues and cash flow for both our leased facilities and those facilities we operate under management contracts.

We may be unable to renew our insurance coverage.

        Our current liability and worker's compensation insurance coverage expires on December 31, 2002. Our current carrier renewed our coverage for 2002 at a premium increase in excess of 65%. There can be no assurance that the carrier will in fact be willing to renew our coverage at any rate at the expiration date.

        We will solicit insurance quotes from alternate insurance carriers, but there can be no assurance, given the current state of insurance industry and our current financial condition, that any alternate carrier will offer to provide similar coverage to us or, if it will, that its quoted premiums will not exceed those received from our current carrier.

        Failure to renew the existing coverage or to procure new coverage would have a material adverse effect on our business, financial condition and results of operations by preventing us from accepting new contracts and by placing us in default under a majority of our existing contracts.

The operation of our business is dependent on key personnel.

        Our success is, and will continue to be, substantially dependent upon the continued services of our management team. On October 15, 2001, Myron C. Warshauer resigned his position as a director and as chief executive officer. His resignation could have an adverse effect on our relationship with certain clients.

        The loss of the services of one or more additional members of senior management could have a material adverse effect on our financial condition and results of operations. Although we have entered into employment agreements with, and historically has been successful in retaining the services of, our senior management, there can be no assurance that we will be able to retain this personnel in the future. In addition, our continued growth depends on our ability to attract and retain skilled operating managers and employees.

We operate in a very competitive business environment.

        Competition in the field of parking facility management is intense. The market is fragmented and is served by a variety of entities ranging from single lot operators to large regional and national multi-facility operators, as well as municipal and other governmental entities. Because of greater resources, many of our competitors may be able to adapt more quickly to changes in customer requirements, or devote greater resources to the promotion and sale of their products than we can. Competitors with greater financial resources than us may be able to win contracts that require larger investments in working capital or capital expenditures on the parking facility. In addition, we may not seek to obtain certain contracts due to our limited capital. Many of these competitors also have long-standing relationships with our clients. Providers of parking facility management have traditionally competed on the basis of cost and service. As we have worked to establish ourself as one of the pre-eminent members of our industry, we compete predominantly on the basis of our high level of service and strong relationships. We may not be able to compete with some of our competitors on the basis of price. As a result, a greater proportion of our clients may switch to other service providers or self-manage during an economic downturn than our competitor's clients. We believe that developing and maintaining a competitive advantage will require continued investment by us in information technology, product development, sales and marketing. We cannot make assurances that we will have sufficient resources to make the necessary investments to do so, and we cannot make assurances that

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we will be able to compete successfully in this market or against these competitors. See "Business—Competition."

        Furthermore, we compete for qualified management personnel with other parking facility operators, with property management companies and with property owners. We compete for acquisitions with other parking facility operators.

We believe that our client base is becoming more concentrated.

        We believe that over time, real estate investments trusts, commonly known as REITs, or other property management companies will represent a larger portion of our client base. As each REIT or other property management companies own many properties, our ability to provide parking services for a large number of properties becomes dependent on our relationship with a single REIT or other property management companies. As this consolidation happens, some REITs or other property management companies may become significant clients. In that event, the loss of one of those REITs or other property management companies as a client or the sale of properties they own to clients of our competitors could have a material adverse impact on our business and financial condition. Additionally, REITs or property managers with extensive portfolios have greater negotiating power when negotiating contracts with us.

Because a small number of stockholders own a significant percentage of our stock, they may control all major corporate decisions, and the other stockholders may not be able to influence these corporate decisions.

        Steamboat Holdings, Inc., which is controlled by a trust, the beneficiaries of which are family members of our chairman, John V. Holten, beneficially owns 100% of our parent company's outstanding common stock as of January 18, 2002. Our parent company beneficially owns 84% of our outstanding common stock. As a result, our parent company will be in a position to control all matters affecting us.

        Our concentrated ownership may have the effect of preventing a change in control. Further, as a result, these stockholders will continue to have the ability to elect and remove directors and determine the outcome of matters presented for approval by our stockholders. Circumstances may occur in which the interests of these stockholders could be in conflict with the holders of our notes.

We must comply with regulations that may impose significant costs on us.

        Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in this property. These laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In connection with the operation of parking facilities, we may be potentially liable for such costs. Although we are currently aware of a threatened environmental claim in Washington State by a private party, we are currently not aware of any material environmental claims pending by any party, or threatened, by a government entity, against us or any of our operated parking facilities, no assurances can be given that a material environmental claim will not be asserted against us or against the parking facilities we operate. The cost of defending against claims of liability, or of remediating a contaminated property, could have a material adverse effect on our business, financial condition and results of operations.

        Various other governmental regulations affect our operation of parking facilities, both directly and indirectly, including air quality laws, licensing laws and the Americans with Disabilities Act of 1990 (the "ADA"). Under the ADA, all public accommodations, including parking facilities, are required to meet certain federal requirements related to access and use by disabled persons. A determination that we or

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the facility owner is not in compliance with the ADA could result in the imposition of fines or damage awards against us. In addition, several state and local laws have been passed in recent years that encourage car pooling and the use of mass transit. For example, a Los Angeles, California law prohibits employers from reimbursing employee parking expenses. Laws and regulations that reduce the number of cars and vehicles being driven could adversely impact our business.

        The Company collects and remits sales/parking taxes and files tax returns for and on behalf of the Company and its clients. The Company is affected by laws and regulations that may impose a direct assessment on the Company for failure to remit sales/parking taxes and filing of tax returns for and on behalf of its clients.

        Our airport facilities are governed by the Federal Aviation Administration (the "FAA"). Effective September 13, 2001, the FAA prohibited parking within 300 feet of airport terminals, as they previously did during the Persian Gulf War in the early 1990s. While the FAA is still in the process of finalizing their rules regarding parking, as of December 31, 2001, substantially all our airport parking and air transportation related facilities were affected by the attacks of September 11, 2001, including regulations enacted following the attacks. While we believe that existing regulations may be relaxed in the future, future regulations may nevertheless prevent us from using a number of spaces. Reductions in the number of parking spaces may reduce our revenues and cash flow for both our leased facilities and those facilities we operate under management contracts.

Certain recapitalization transactions will likely decrease the amount of our net operating losses and may limit our ability to utilize our remaining net operating losses.

        We have substantial net operating losses for U.S. federal income tax purposes. The exchange offer (see Business—The Exchange) will likely generate substantial amounts of cancellation of indebtedness income for the U.S. federal income tax purposes. That income will be offset by our net operating losses. Therefore, the amount of our net operating losses will decrease as a result of the exchange offer, and we will have less net operating losses to reduce our taxable income in future years.

        Depending on the value of any equity interests issued within any three-year period to unaffiliated parties in relation to the total value of our equity interests, an ownership change may be deemed to occur for purposes of a U.S. federal income tax rule that may limit our ability to utilize our remaining net operating losses in future taxable years and thereby reduce our taxable income.

Many of our employees are covered by collective bargaining agreements.

        Approximately 25% of our employees are represented by labor unions. Approximately 34% of our collective bargaining contracts, representing 11% of our employees, are up for renewal in 2002. There can be no assurance that we will be able to renew existing labor union contracts on acceptable terms. Employees could exercise their rights under the labor union contract, which could include a strike or walk-out. In such cases, there are no assurances that we would be able to staff sufficient employees for our short-term needs. Any such labor strike or our inability to negotiate a satisfactory contract upon expiration of the current agreements could have a negative effect on our business and financial results.

We could face considerable business and financial risk in implementing our growth strategy.

        We face substantial risks in growing our business, either organically or through acquisitions. Some risks we could face with respect to growth include:

•

Difficulties in the integration of the operations, technologies, products and personnel;



•

Risks of entering markets in which we have no or limited prior experience;



•

Potential loss of employees;

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•

Ability to obtain necessary licenses and approvals;



•

Limited availability of capital for working capital, capital expenditures, acquisitions and investment in information technology systems upgrades (hardware and software);



•

Diversion of management's attention away from other business concerns; and



•

Expenses of any undisclosed or potential liabilities of the acquired company.

        Our growth will be directly affected by results of operations of added parking facilities, which will depend, in turn, upon our ability to obtain suitable financing, contract terms, government licenses and approvals and the competitive environment for acquisitions. In that regard, the nature of licenses and approvals, and the timing and likelihood of obtaining them, vary widely from state to state and from country to country.

        Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities. Some of our acquired operations or new contracts may be located in geographic markets in which we have little or no presence. Successful integration and management of additional facilities will depend on a number of factors, many of which are beyond our control. Any acquisition or new contract we complete may result in adverse effects on our reported operating results, divert management's attention, introduce difficulties in retaining, hiring and training key personnel, and introduce risks associated with unanticipated problems or legal liabilities, some or all of which could have a negative effect on our business and financial results. There can be no assurance that suitable acquisitions or new contract candidates will be identified, that such acquisitions can be consummated or that the acquired operations can be integrated successfully.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company's primary market risk exposure consists of risk related to changes in interest rates. Historically, the Company has not used derivative financial instruments for speculative or trading purposes.

        As of December 31, 2001, Company had a $40.0 million revolving variable rate senior credit facility (see Note D of the Notes to the Consolidated Financial Statements). Interest expense on such borrowing is sensitive to changes in the market rate of interest. If the Company were to borrow the entire $40.0 million cash available under the facility, a 1% increase in the average market rate would result in an increase in the Company's annual interest expense of $0.4 million.

        This amount is determined by considering the impact of the hypothetical interest rates on the Company's borrowing cost, but does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Due to the uncertainty of the specific changes and their possible effects, the foregoing sensitivity analysis assumes no changes in the Company's financial structure.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The financial statements required by this Item are attached to and are hereby incorporated into this Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

        The following table sets forth certain information with respect to each person who is an executive officer or director of the Company as of March 27, 2002:

Name	Age	Title
John V. Holten	45	Director and Chairman
James A. Wilhelm	48	Director, President and Chief Executive Officer
Herbert W. Anderson, Jr.	43	Executive Vice President, Operations
G. Marc Baumann	46	Executive Vice President, Chief Financial Officer, and Treasurer
Gunnar E. Klintberg	53	Director and Vice President
Robert N. Sacks	49	Executive Vice President, General Counsel and Secretary
Edward Simmons	52	Executive Vice President, Operations
Steven A. Warshauer	47	Executive Vice President, Operations
Michael K. Wolf	52	Executive Vice President, Chief Administrative Officer and Associate General Counsel

        John V. Holten.    Mr. Holten has served as a director and chairman of the board of directors of APCOA/Standard since March 30, 1998 when APCOA consummated its combination with Standard. Mr. Holten has also served as a director and chairman of the board of directors of AP Holdings, Inc., the parent company of APCOA/Standard, since April 14, 1989. Mr. Holten is the chairman and chief executive officer of Steamboat Holdings, Inc., the parent company of AP Holdings. Mr. Holten has also served as the chairman and chief executive officer of Holberg Industries, Inc. since 1989. Holberg was the indirect parent of APCOA/Standard until March 5, 2001. Mr. Holten was chairman and chief

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executive officer as well as a director of each of Nebco Evans Holding Company and Ameriserve Food Distribution, Inc., each of which filed for bankruptcy on or about January 31, 2000. Mr. Holten received his M.B.A. from Harvard University in 1982, and graduated from the Norwegian School of Economic and Business Administration in 1980.

        James A. Wilhelm.    Mr. Wilhelm has served as president of APCOA/Standard since September 2000 and as chief executive officer and director of APCOA/Standard since October 2001. Mr. Wilhelm served as executive vice president—operations since APCOA acquired Standard Parking, Inc. in March 1998, and he served as senior executive vice president and chief operations officer from September 1999 to August 2000. Mr. Wilhelm joined Standard in 1985, serving as executive vice president beginning in January 1998. Prior to March 1998, Mr. Wilhelm was responsible for managing Standard's Midwest and Western Regions, which include parking facilities in Chicago and sixteen other cities throughout the United States and Canada. Mr. Wilhelm received his B.A. Degree from Northeastern Illinois University in 1976. Mr. Wilhelm is a member of the National Parking Association and the International Parking Institute.

        Herbert W. Anderson, Jr.    Mr. Anderson has served as executive vice president—operations of APCOA/Standard since March 1998. Mr. Anderson joined APCOA in 1994, and served as corporate vice president—urban properties from 1995 until March 1998. Mr. Anderson graduated from LaSalle University and began his career in the parking industry in 1984. Mr. Anderson is a member of the board of directors of the National Parking Association.

        G. Marc Baumann.    Mr. Baumann has served as executive vice president, chief financial officer and treasurer of APCOA/Standard since October 2000. Mr. Baumann has also served as treasurer of AP Holdings since October 2000. Prior to joining APCOA/Standard, Mr. Baumann was chief financial officer for Warburtons Ltd. in Bolton, England. Mr. Baumann joined Warburtons, Inc. in Chicago in 1989 as executive vice president and chief financial officer and was promoted to the positions of president and chief executive officer in 1990. In 1993, Mr. Baumann relocated to England in connection with his appointment as chief financial officer of Warburtons, Ltd., the largest independent bakery in the United Kingdom. Prior to his employment with Warburtons, Mr. Baumann was executive vice president and chief operating officer for Hammacher Schlemmer & Co. Mr. Baumann is a certified public accountant and a member of both the American Institute of Certified Public Accountants and the Illinois CPA Society. He received his B.S. degree in 1977 from Northwestern University and an M.B.A. from the Kellogg School of Management at Northwestern University in 1979.

        Gunnar E. Klintberg.    Mr. Klintberg has been a director of APCOA since 1989, and has served as director of the Company since consummation of the combination. Mr. Klintberg has been vice president of APCOA/Standard since 1998. Mr. Klintberg is the vice chairman of Steamboat Holdings, Inc. Mr. Klintberg is also a director and vice chairman of Holberg since 1986. Mr. Klintberg was a Managing Partner of DnC Capital Corporation, a merchant banking firm in New York City, from 1983 to 1986. From 1975 to 1983, Mr. Klintberg held various management positions with the Axel Johnson Group, headquartered in Stockholm, Sweden. Mr. Klintberg managed the Axel Johnson Group's headquarters in Moscow from 1976 to 1979 and served as assistant to the president of Axel Johnson Group's $10 billion operation in the U.S., headquartered in New York City, from 1979 to 1983. Mr. Klintberg was a director of Nebco Evans Holding Company and Ameriserve Food Distribution, Inc., each of which filed for bankruptcy on or about January 31, 2000. Mr. Klintberg received his undergraduate degree from Dartmouth College in 1972 and a degree in Business Administration from the University of Eppsala, Sweden, 1974.

        Robert N. Sacks.    Mr. Sacks has served as executive vice president—general counsel and secretary of APCOA/Standard since March 1998. Mr. Sacks joined APCOA in 1988, and served as general counsel and secretary since 1988, as vice president, secretary, and general counsel from 1989, and as senior vice president, secretary and general counsel from 1997 to March 1998. Mr. Sacks received his

32

B.A. Degree, cum laude, from Northwestern University in 1976 and, in 1979, received his J.D. Degree from Suffolk University where he was a member of the Suffolk University Law Review. Mr. Sacks has spoken on legal issues concerning the parking industry at the National Parking Association National Convention and the Institutional and Municipal Parking Congress.

        Edward Simmons.    Mr. Simmons has served as executive vice president—operations of APCOA/Standard since May 1998. Mr. Simmons has also served as ceo/western region of APCOA/Standard since August 1999. Previously, he was president, chief executive officer and co-founder of Executive Parking, Inc. Prior to joining Executive Parking, Mr. Simmons was vice president/general manager for Red Carpet Parking Service and a consultant on facility layout and design and general manager of J & J Parking. Mr. Simmons is a current board member of the National Parking Association and the International Park Institute. Mr. Simmons is a past executive board member and past president of the Parking Association of California.

        Steven A. Warshauer.    Mr. Warshauer has served as executive vice president—operations of APCOA/Standard since March 1998. Mr. Warshauer joined Standard in 1982, initially serving as Vice President, then becoming senior vice president. Prior to joining Standard, he practiced with a national accounting firm. Mr. Warshauer is a certified public accountant and a member of both the American Institute of Certified Public Accountants and the Illinois Society of Certified Public Accountants. Mr. Warshauer received his Bachelor of Science Degree from the University of Northern Colorado in 1976 with dual majors in Accounting and Finance.

        Michael K. Wolf.    Mr. Wolf has served as executive vice president—chief administrative officer and associate general counsel of APCOA/Standard Parking since March 1998. Mr. Wolf served as senior vice president and general counsel of Standard from 1990 to January 1998. Mr. Wolf was subsequently appointed executive vice president of Standard. Prior to joining Standard, Mr. Wolf was a partner of the international law firm of Jones, Day, Reavis & Pogue, resident in the Chicago office, where his primary concentration was in the field of real estate. Mr. Wolf received his B.A. Degree in 1971 from the University of Pennsylvania, and in 1974 received his J.D. Degree from Washington University, where he served as Notes and Comments editor of the Washington University Law Quarterly. Upon graduation from law school, Mr. Wolf was elected to the Order of the Coif.

Vice Chairman Emeritus

        Myron C. Warshauer.    Mr. Warshauer was appointed vice chairman emeritus in October 2001. Prior to that time, Mr. Warshauer served as a director and as the chief executive officer of APCOA/Standard from March 1998 to October 2001. Mr. Warshauer served as chief executive officer of Standard from 1973 and, prior to such time, had been associated with Standard since 1963. Mr. Warshauer received his B.S. Degree in Finance from the University of Illinois 1962 and received a Masters Degree in Business Administration from Northwestern University in 1963.

Summary Compensation Table

        The following table sets forth information for 2001, 2000 and 1999 with regard to compensation for services rendered in all capacities. Information set forth in the table reflects compensation earned

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by such individuals for services with APCOA/Standard, APCOA, Standard and their respective subsidiaries.

Name and Principal Position	Fiscal Year	Salary ($)(3)	Bonus $	Other Annual Compensation $(5)	All Other Compensation ($)
Myron C. Warshauer(1)	2001 2000 1999	626,085 603,400 601,615	66,000 — —	62,090 34,216 33,087	66,208 68,435 53,265	(6) (6) (6)
James A. Wilhelm(2)     Chief Executive Officer, President	2001 2000 1999	385,511 337,632 311,685	150,000 108,625 75,000	14,993 3,263 —	13,870 9,417 10,662	(4) (4) (4)
Michael K. Wolf     Executive Vice President,     Chief Administrative Officer	2001 2000 1999	379,802 379,802 378,284	52,467 35,306 20,000	10,164 — —	11,090 18,588 19,452	(4) (4) (4)
Steven A. Warshauer     Executive Vice President—Operations	2001 2000 1999	312,137 313,106 301,514	79,448 63,900 50,000	14,384 5,868 —	— — —
Herbert W. Anderson, Jr.     Executive Vice President—Operations	2001 2000 1999	221,160 211,152 202,981	54,728 44,368 70,000	25,434 19,773 19,768	10,067 10,067 14,922	(4) (4) (4)
Robert N. Sacks     Executive Vice President, General Counsel	2001 2000 1999	201,380 178,863 177,036	74,329 70,612 61,000	29,734 22,613 16,304	5,336 5,336 5,336	(4) (4) (4)

(1)

As of October 15, 2001, Mr. Warshauer resigned as chief executive officer.

(2)

As of October 19, 2001, Mr. Wilhelm assumed the position of chief executive officer.

(3)

The amount shown includes amounts contributed by the Company, if any, to its 401(k) plans under a contribution matching program.

(4)

The amount shown reflects deposits made by APCOA/Standard on behalf of the named executive officers into a supplemental pension plan pursuant to which the named executive officers will be entitled to monthly cash retirement and death benefit payments.

(5)

The amount shown includes, if applicable, car allowances, club dues, health insurance premiums and legal fees related to estate planning.

(6)

The amount shown reflects premiums paid by APCOA/Standard on behalf of Myron C. Warshauer for life insurance policies to which Mr. Warshauer is entitled to the cash surrender value.

Director Compensation

        Directors of the Company do not receive compensation for serving on the Company's Board of Directors.

Compensation Committee Interlocks and Insider Participation

        The Company did not have a Compensation Committee in the year ended December 31, 2001. During 2001, no executive officer of the Company served as a member of the Compensation Committee of another entity. Mr. Wilhelm participates in deliberations with the board concerning executive officer compensation from time to time.

Employment Contracts

        James A. Wilhelm, Michael K. Wolf and Steven Warshauer each have employment agreements with the Company. The agreements fix each of the officers' base compensation. Mr. Wilhelm's base

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compensation was $369,204 until October 18, 2001. As of October 19, 2001, Mr. Wilhelm's base compensation increased to $530,000; Mr. Wolf's base compensation is $391,458; and Mr. Warshauer's base compensation is $312,014. As of October 19, 2001, Mr. Wilhelm is entitled to an annual bonus based on corporate performance up to a maximum of $150,000 per year. In addition, he is now entitled to reimbursement for country club initiation fees and monthly dues. The agreements also provide for reimbursement of travel and other expenses in connection with such officers' employment. The employment agreements terminate on the following dates, subject to annual renewal: Mr. Wilhelm's agreement terminates on July 31, 2002; Mr. Wolf's agreement terminates on March 26, 2003; and Mr. Warshauer's agreement terminates on March 26, 2003. In general, Messrs. Wolf, Wilhelm and Warshauer are subject to standard confidentiality agreements, and they are subject to nonsolicitation and noncompetition agreements for a minimum of 18 months following termination of their respective employment agreements.

        If Mr. Wilhelm's employment is terminated for any reason, the Company is obligated to pay Mr. Wilhelm or Mr. Wilhelm's estate, as applicable, an amount equal to the sum of (a) Mr. Wilhelm's annual base salary through the date of termination and (b) accrued but unused vacation pay and other vested benefits. If Mr. Wilhelm's employment shall be terminated for Cause or Performance Reasons, the Company shall also pay Mr. Wilhelm's Salary Continuation Payments (each term as defined in his employment agreement).

        If Mr. Wilhelm voluntarily terminates his employment with the Company, the Company is obligated to pay Mr. Wilhelm (a) his annual base salary through the date of termination, (b) any accrued but unused vacation pay and other vested benefits and (c) Salary Continuation Payments, equal to $265,000 in equal monthly installments for 18 months. If Mr. Wilhelm terminates his employment voluntarily, he shall not be entitled to Severance Pay (as defined below); provided, that any such termination by Mr. Wilhelm for Good Reason (as defined in the agreement) shall not be considered a voluntary termination and Mr. Wilhelm will be treated as if he had been terminated by the Company other than for Cause or Performance Reasons (each of them as defined in his employment agreement).

        If Mr. Wilhelm's employment is terminated by the Company other than for death or disability, without Cause and not due to Performance Reasons, the Company is required to (a) pay Mr. Wilhelm Severance Pay equal to the product of three times the sum of (x) Mr. Wilhelm's current annual salary, plus (y) the amount of any annual bonus paid to Mr. Wilhelm for the preceding year, minus (z) the aggregate amount of Salary Continuation Payments, payable in equal monthly installments over a 36-month period commencing on the date of termination, (b) pay Mr. Wilhelm Salary Continuation Payments and (c) provide Mr. Wilhelm and his family with certain other welfare benefits.

        Each of our employment agreements with Messrs. Wolf and Steven Warshauer is terminable by the Company with Cause (as defined in their respective employment agreements). If employment is terminated by reasons of his death, the Company is obligated to pay the respective estates of Messrs. Wolf or Warshauer an amount equal to the sum of (i) the executive's annual base salary through the end of the calendar month in which death occurs and (ii) any earned and unpaid annual bonus, vacation pay and other vested benefits. If the employment of Messrs. Wolf or Warshauer is terminated by reason of his Disability (as defined in their respective agreements), the Company is obligated to pay the executive or his legal representative (a) an amount equal to his annual base salary for the duration of the employment period in effect on the date of termination, reduced by amounts received under any disability benefit program and (b) any earned and unpaid annual bonus and other vested benefits. Upon termination by the board without Cause, the Company must pay the executive his annual base salary and annual bonus(es) through the end of the then-current employment period and provide the executive and/or his family with certain other benefits.

        If the Company terminates Mr. Wolf or Steven Warshauer for any reasons other than for Cause during the three-year period following a Change in Control (as defined in their respective agreements),

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the Company is obligated to (x) pay the executive an amount ("Severance Pay") equal to the greater of (1) one and one-half times the sum of (I) the executive's current annual base salary plus (II) the amount of any bonus paid to the executive in the preceding twelve months and (2) the annual base salary and annual bonuses through the end of the then-current employment period and (y) continue to provide the executive with certain other benefits for a certain period of time. If either of these executives terminates his employment voluntarily following a Change in Control, he shall not be entitled to Severance Pay; provided, that any such termination by the executive for Good Reason (as defined in their respective agreements) shall not be considered a voluntary termination and the executive will be treated as if he had been terminated by us other than for Cause.

        Herbert W. Anderson, Jr. and Robert N. Sacks each have employment agreements with the Company, for an initial three-year term ending on March 30, 2001, with default annual renewals. The agreements fix each of the officers' base compensation. Mr. Anderson's base compensation is $220,000, subject to annual review plus an annual bonus of up to forty percent of the annual base salary. Mr. Sacks' base compensation was $170,000 until November 12, 2001. As of November 12, 2001, Mr. Sacks' base compensation increased to $240,000, subject to annual review and an annual bonus of thirty percent of the annual base salary, which for 2001 is not less than $72,000. Mr. Anderson and Mr. Sacks each received a $250,000 housing differential loan bearing interest at an annual rate of 5.39% with a term of three years, commencing March 30, 1998, of which one-third of the principal balance and the accrued interest due thereon was forgiven by the Company, and treated as additional compensation to Mr. Anderson and Mr. Sacks in the year of such forgiveness (and the Company was required to make Mr. Anderson and Mr. Sacks whole with respect to the tax consequences of any such forgiveness). In general, Mr. Anderson and Mr. Sacks are subject to standard confidentiality agreements, and they are subject to nonsolicitation and noncompetition agreements for a one-year period following termination of their respective employment agreements. Neither agreement contains a change of control provision.

        Each of the employment agreements with Messrs. Anderson and Sacks is terminable by the Company with Cause (as defined in their respective employment agreements). If employment is terminated by reason of his death, the Company is obligated to pay the respective estates of Messrs. Anderson and Sacks an amount equal to the sum of (i) the executive's annual base salary through the end of the calendar month in which death occurs and (ii) any earned and unpaid annual bonus, vacation pay and other vested benefits. If employment is terminated by reason of the executive's Disability (as defined in their respective agreements), the Company is obligated to pay the executive or his legal representative (a) an amount equal to his annual base salary for the duration of the employment period in effect on the date of termination, reduced by amounts received under any disability benefit program and (b) any earned and unpaid annual bonus and other vested benefits.

        If the employment agreements with Messrs. Anderson and Sacks are terminated by the Company, other than for death, Disability or Cause or if the executives terminate their respective employment for Good Reason (a defined in the their respective employment agreements), the Company is required to continue (A) to pay the executive for the remainder of the employment period in effect immediately before the date of termination his annual base salary and annual bonus through the end of the then-current employment period and (B) to provide each executive and/or his respective family certain other benefits.

Myron C. Warshauer Consulting Agreement

        On October 16, 2001, APCOA/Standard entered into a consulting agreement with Shoreline Enterprises, LLC, affiliate of Myron C. Warshauer, pursuant to which Shoreline and Mr. Warshauer will provide consulting services to the Company. Mr. Warshauer is free to determine the extent and manner of his service. Under the consulting agreement, Mr. Warshauer's title with the Company will be "Vice Chairman (Emeritus)."

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        The consulting agreement obligates the Company to pay Shoreline $150,000 annually, plus expenses adjusted to reflect changes in the consumer price index. The consulting agreement will end on the earlier of his 75^th birthday, his death or the date that Mr. Warshauer informs the Company of his election to terminate the consulting agreement.

        As of October 15, 2001, Myron C. Warshauer resigned as chief executive officer of the Company. The employment agreement with Mr. Warshauer, the terms to which Mr. Warshauer is still bound, provides that until his 75^th birthday, he shall not, without written consent of the board of directors, engage in or become associated with any business or other endeavor that engages in construction, ownership, leasing, design and/or management of parking lots, parking garages, or other parking facilities or consulting with respect thereto, subject to certain limited exceptions.

Myron C. Warshauer Employment Agreement

        The employment agreement also provides that the Company is obligated to (i) pay Mr. Warshauer a lump sum cash payment in an amount equal to the aggregate annual base salary that he would have received for the remainder of the employment period, (ii) continue to provide welfare benefits to Mr. Warshauer and/or his family, at least as favorable as those that would have been provided to them under his employment agreement if Mr. Warshauer's employment had continued until the end of the employment period and (iii) provide other benefits described in a letter agreement between Mr. Warshauer and John Holten in an amount estimated in 1998 to be approximately $165,000.

        In addition to the above compensation and benefits, the Company is obligated, until the first to occur of his 75^th birthday or his death, to (i) pay Mr. Warshauer $200,000 annually, adjusted for inflation, and (ii) provide Mr. Warshauer with an executive office and secretarial services. In consideration for such benefits, Mr. Warshauer is obligated to provide reasonable consulting services to the Company from the date of termination of his employment through his 75^th birthday.

        Pursuant to his employment agreement, the Company has established a stock option plan providing for grants of actual options with respect to the common stock, of the Company, under which Myron C. Warshauer will be granted options to purchase a number of its shares of common stock equal to 1% of the total number of shares of common stock. All such options will have a term of ten years from the date of the grant. This option plan was finalized on June 12, 2001.

New Stock Option Plan

        We adopted a stock option plan (the "2001 Option Plan"). The 2001 Option Plan is intended to further our success by increasing the ownership of certain executives, employees and/or directors in, and/or consultants to, us, and to enhance our ability to attract and retain executives, employees, directors and/or consultants.

        We may issue up to 1,000 shares of our Series D preferred stock, subject to adjustment if particular capital changes affect the preferred stock, upon the exercise of options granted under the 2001 Option Plan. The options may be incentive stock options, which are intended to provide employees with beneficial income tax consequences, or non-qualified stock options. The shares of preferred stock that may be issued under the 2001 Option Plan may be either authorized and unissued shares or previously issued shares held as treasury stock.

        The chairman of our board of directors will administer the 2001 Option Plan, select eligible executives, employees, directors and/or consultants to receive options, determine the number of shares of preferred stock covered by options, determine the exercise price of an option, the terms under which options may be exercised, but in no event may such options be exercised later than 10 years from the grant date of an option, and the other terms and conditions of options in accordance with the provisions of the 2001 Option Plan.

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        If we undergo a change in control, effect an initial public offering of our common stock, or an optional redemption as such terms defined in the 2001 Option Plan, all outstanding options will immediately become fully vested and exercisable. In the event of a change of control, the chairman of our board of directors may adjust outstanding options by substituting stock or other securities of any successor or another party to the change in control transaction, generally based on the consideration received by our shareholders in the transaction.

        Subject to particular limitations specified in the 2001 Option Plan, our board of directors may amend or terminate the 2001 Option Plan. The 2001 Option Plan will terminate no later than 10 years from the effective date of the 2001 Option Plan; however, any options outstanding when the 2001 Option Plan terminate will remain outstanding in accordance with their terms.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT

        The following table sets forth certain information regarding the beneficial ownership of Company Common Stock, as of March 27, 2002, by (i) each person known to the Company to own beneficially more than 5% of Company Common Stock, (ii) each director of the Company, (iii) each Named Executive Officer and (iv) all executive officers and directors of the Company, as a group. No other director or named executive officer of APCOA/Standard has any beneficial ownership interest in the Company as set forth in this chart. All information with respect to beneficial ownership has been furnished to the Company by the respective stockholders of the Company. Except as otherwise indicated in the footnotes, each beneficial owner has the sole power to vote and to dispose of all shares held by such holder.

Name and Address	Amount and Nature of Beneficial Ownership	Percent of Shares Outstanding
AP Holdings Inc.*	26.3 shares of Common Stock	84.0	%
Steamboat Holdings, Inc.**	(1)
John V. Holten**	(1)
Carol R. Warshauer GST Exempt Trust*	1.25 shares of Common Stock(2)	4.0
Waverly Partners, L.P.*	1.25 shares of Common Stock(3)	4.0
Myron C. Warshauer*	(2)(3)
SP Associates*	2.5 shares of Common Stock(4)	8.0
Directors and Executive Officers as a Group	(1)(2)(3)

*

The address of AP Holdings, Carol R. Warshauer GST Exempt Trust, Waverly Partners, L.P., SP Associates and the business address of Mr. Warshauer is 900 N. Michigan Avenue, Chicago, Illinois 60611-1542.

**

The address of Steamboat Holdings, Inc. and the business address of Mr. Holten is 545 Steamboat Road, Greenwich, Connecticut 06830.

(1)

Mr. Holten may be deemed to be the beneficial owner of all of the outstanding common stock of Steamboat Holdings, Inc. ("Steamboat"), which owns 100% as of January 18, 2002 of the outstanding common stock of AP Holdings. The AP Holdings common stock owned by Steamboat has been pledged to its lenders to secure borrowings made by Steamboat. A specified event of default related to the indebtedness has occurred, and the lender may assume control of AP Holdings.

(2)

Myron C. Warshauer is trustee of the Carol R. Warshauer GST Exempt Trust. Mr. Warshauer disclaims beneficial ownership of the assets of the Carol R. Warshauer GST Exempt Trust,

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including the shares of common stock held by it, to the extent those interests are held for the benefit of such trusts. Pursuant to a notice dated October 15, 2001, the GST trust has exercised its put option under a stockholders agreement. As a result, APCOA/Standard is required to repurchase 1.25 shares of its common stock for an aggregate amount of $2.06 million. This amount accretes at 11.75% per year. Pursuant to the terms of the stockholders agreement, however, APCOA/Standard cannot make payment to the trust as such payment is currently prohibited by the terms of its existing senior credit facility and restricted under other debt instruments. The payment is also prohibited by the terms of the amended and restated credit agreement.

(3)

Waverly Partners, L.P. is a limited partnership in which Myron C. Warshauer is general partner. Mr. Warshauer disclaims beneficial ownership of the assets of Waverly, including the shares of common stock held by it. Pursuant to a notice dated October 15, 2001, Waverly Partners, L.P. has exercised its put option under a stockholders agreement. APCOA/Standard is required to repurchase 1.25 shares of its common stock for an aggregate amount of $2.06 million. This amount accretes at 11.75% per year. Pursuant to the terms of the stockholders agreement, however APCOA/Standard cannot make payment to Waverly Partners, L.P. as such payment is currently prohibited by the terms of its existing senior credit facility and restricted under other debt instruments. The payment is also prohibited by the terms of the amended and restated credit agreement.

(4)

SP Associates is a general partnership controlled by affiliates of JMB Realty Corp. SP Associates sent the Company a notice dated September 28, 2001 exercising its right under a stockholders agreement to require the Company to repurchase 2.5 shares of its common stock from SP Associates for an aggregate amount of $4.1 million. This amount accretes at 11.75% per year. Pursuant to the terms of the stockholders agreement, however, the Company cannot make payment to SP Associates as such payment is currently prohibited by the terms of its existing senior credit facility and restricted under other debt instruments. The payment is also prohibited by the terms of the amended and restated credit agreement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Exchange and Amendment Agreement

        In connection with its restructuring of its outstanding 9¹/4% Senior Subordinated Notes due 2008, the Company entered into an Exchange and Amendment Agreement with Fiducia Ltd. ("Fiducia"), whereby Fiducia agreed to exchange the $35 million of 9¹/4% notes that it owned for $35 million of the Company's newly issued 18% Senior Convertible Redeemable Preferred Stock and to consent to the proposed amendments to the indenture governing the 9¹/4% notes. Certain beneficial owners of Fiducia are members of the immediate family of John V. Holten. All qualifying holders of 9¹/4% notes were given the opportunity pursuant to the Company's exchange offer and consent solicitation to consent to the amendments to the indenture and receive preferred stock on the same terms as Fiducia.

Company Stockholders Agreement

        Upon consummation of the combination on March 30, 1998, the Company entered into a Stockholders' Agreement (the "Stockholders' Agreement") with Dosher Partners, L.P. ("Dosher"), and SP Associates (collectively, the "Standard Parties") and Holberg and AP Holdings (collectively with the Standard Parties, the "Stockholders"). Holberg is an affiliate of John V. Holten, the Company's chairman and chief executive officer. AP Holdings is APCOA/Standard's direct parent, which was formerly owned by Holberg. The Stockholders' Agreement provides, among other things, for (i) prior to the earliest of (a) the seventh anniversary of the consummation of the Combination, (b) the termination of Myron C. Warshauer's employment with the Company under certain circumstances and (c) the consummation of an initial public offering of Company Common Stock, certain obligations of

39

Holberg to allow Dosher the opportunity to acquire all, but not less than all, of the Company Common Stock held by Holberg and/or its affiliates before Holberg may directly or indirectly sell an amount of Company Common Stock which would constitute a Control Transaction (as defined in the Stockholders Agreement); provided that, under certain circumstances, Holberg may sell such shares to a party other than Dosher if the terms of such other party's offer are more favorable to Holberg, (ii) until the consummation of an initial public offering of Company Common Stock, certain rights of each Standard Party to purchase shares of Company Common Stock to the extent necessary to maintain such Standard Party's percentage ownership of the Company, (iii) the right of the Standard Parties to participate in, and the right of Holberg to require the Standard Parties to participate in, certain sales of Company Common Stock, (iv) following the third anniversary of the consummation of the Combination and prior to an initial public offering of Company Common Stock, certain rights of the Company to purchase, and certain rights of the Standard Parties to require the Company to purchase, shares of Company Common Stock at prices determined in accordance with the Stockholders Agreement and (v) certain additional restrictions on the rights of the Standard Parties to transfer shares of Company Common Stock. The Stockholders' Agreement also contains certain provisions granting the Stockholders certain rights in connection with registrations of Company Common Stock in certain offerings and provides for indemnification and certain other rights, restrictions and obligations in connection with such registrations. Steamboat Holdings, Inc. acquired all of the stock of AP Holdings owned by Holberg and, pursuant to the terms of the Stockholders Agreement, assumed all of Holberg's rights and obligations under the Stockholders Agreement and agreed to be bound by the terms of the Stockholders Agreement.

        Effective October 1, 1998, Dosher transferred a 4% interest in APCOA/Standard common stock to Waverly Partners, L.P. ("Waverly"), a limited partnership in which Myron C. Warshauer is general partner, Douglas Warshauer individually is a limited partner and Douglas Warshauer as Trustee for the Douglas Warshauer Family Trust is a limited partner. Waverly and each original signatory to the Stockholders' Agreement consented to the transfer pursuant to a Consent and Joinder to Stockholders' Agreement dated as of October 1, 1998.

        Effective July 31, 2001, Dosher transferred its remaining 4% interest in APCOA/Standard common stock to the Carol R. Warshauer GST Exempt Trust, a trust wherein Myron C. Warshauer is trustee. The trust is for the benefit of certain members of his family. Waverly, Steamboat and each original signatory to the Stockholders Agreement consented to the transfer pursuant to a Consent and Joinder to Stockholders Agreement dated as of July 31, 2001. Effective October 15, 2001, Myron Warshauer resigned as the Company's chief executive officer and director. On October 19, 2001, James Wilhelm was appointed to the Company's board of directors. As a result of the Warshauer resignation and pursuant to the terms of the Stockholders' Agreement, Steamboat Holdings is no longer obligated to allow Waverly and the Carol R. Warshauer GST Exempt Trust the right to acquire all of the common stock of Steamboat Holdings or its affiliates before Steamboat Holdings may enter into a Control Transaction.

        Pursuant to the Stockholders' Agreement, Waverly, Carol R. Warshauer GST Exempt Trust and SP Associates exercised their put rights. APCOA/Standard is required to purchase an aggregate of five shares of its common stock for an aggregate purchase price of $8.2 million. The Company's obligation to repurchase these shares will accrete at 11.75% per year until discharged. In accordance with the terms of the Stockholders' Agreement, the Company will not make any payment for these shares while such payment is prohibited under the terms of any of its debt instruments. Payment for these shares is currently restricted by the terms of existing debt obligations including the senior subordinated second lien notes and the terms of the amended and restated credit agreement.

40

Preferred Stock

        Prior to the consummation of the combination, Holberg held $8.7 million of preferred stock of APCOA. A portion of the proceeds of the financing obtained in conjunction with the combination with Standard (see Note B of the Notes to Consolidated Financial Statements) was used to redeem $8.0 million of the preferred stock. The remaining $0.7 million was contributed to the capital of the Company.

        The Series C preferred stock issued by the Company to AP Holdings in conjunction with the combination with Standard has a maturity date as of March 2008, has an initial liquidation preference equal to $40.7 million, which increases at 11¹/4% per year.

Management Contracts and Related Arrangements with Affiliates

        The Company has management contracts to operate two surface parking lots in Chicago. Myron C. Warshauer, Steven A. Warshauer, Stanley Warshauer, Michael K. Wolf and SP Associates own membership interests in a limited liability company that is a member of the limited liability companies that own such surface parking lots. The Company received a total of $132,500 in management fees for such lots in 2000 under the applicable management contracts. In 2001, the Company negotiated an extension of the management contract, which was to expire on April 30, 2001. Because the management contract results from continuing substantial personal investments from the above individuals that were made prior and subsequent to March 30, 1998, the Company agreed, in conjunction with the 2001 extension, to limit its management fees from the lots to market rates for 2001 and subsequent years. As a result, the Company earned $37,500 in 2001 management fees. The Company estimates that such management fees are no less favorable than would normally be obtained through arms-length negotiations.

        SP Associates is an affiliate of JMB Realty Corp., from which the Company leases office space for its corporate offices in Chicago. Payments pursuant to the lease agreement aggregated approximately $1.2 million during 2000 and $1.3 million in 2001.

        The Company purchases workers' compensation and health insurance covering certain parking facilities from JMB Insurance Agency, Inc., an affiliate of JMB Realty Corp. which in turn is an affiliate of SP Associates. The Company estimates that the premiums and commissions paid for such insurance are comparable to premiums it would pay for comparable coverage from an unrelated third party. Additionally, the Company paid $25,000 to JMB Insurance Agency, Inc. for consulting services during 2000 and 2001.

        In March 1998, the Company acquired a lease for $1.4 million from an entity which is 15% owned by certain members of the management group. The lease is for a term of eleven years and calls for annual rent of $185,000 per year plus percentage rent if the property achieves certain earnings levels. The lease was terminated in September 2000, in connection with the sale of the property by the owner. The management group received $172,000 representing their pro-rata share of the sale proceeds.

        In connection with the acquisition of a 76% interest in Executive Parking Industries, LLC, through the acquisition of its parent company, S&S Parking, Inc., a California corporation, the Company entered into a management agreement dated May 1, 1998, with D&E Parking, Inc., ("D&E") a California corporation, in which certain officers of the Company have an interest, to assure the continuation services previously provided by Edward Simmons and Dale Stark, the principal shareholders of D&E. Ed Simmons is now an executive vice president of the Company and Dale Stark is now a senior vice president of the Company. The management agreement is for a period of nine years, terminating on April 30, 2007. In consideration of the services to be provided by D&E, the Company agreed to pay D&E an annual base fee, payable in equal monthly installments, in the first

41

year equaling $500,000 and increasing to $719,000 in the ninth year of the agreement. Holberg guarantees all of the Company's payment obligations pursuant to the management agreement.

        On December 31, 2000, the Company entered into an agreement to sell, at fair market value, certain contract assets to D & E Parking, Inc. The Company recorded a gain of $1.0 million from this transaction in 2000. The Company will continue to operate the parking facilities and receive management fees and reimbursement for support services in connection with the operation of the parking facilities.

        The Company entered into a management agreement dated as of September 19, 2000, with Circle Line Sightseeing Yachts, Inc. to manage and operate certain parking facilities located along the Hudson River and Piers located in New York City and under the control of Circle Line. Circle Line is approximately 83% owned by members of John Holten's immediate family. The Company is paid a management fee based on a percentage of net cash flow, which for 2001 was $58,500. The Company estimates that such management fees are no less favorable than would normally be obtained through arms-length negotiations. Additionally, Circle Line has the right to require the Company to temporarily advance to Circle Line each December 31^st and April 1^st funds, each fiscal year based upon Circle Lines anticipated net profit from operations. The Company made advances of $100,000 in 2000 and $300,000 in 2001.

Consulting Agreement with Sidney Warshauer

        Consummation of the combination was conditioned by Standard, among other things, upon the execution of a Consulting Agreement (the "Agreement") between the Company and Sidney Warshauer, the father of Myron C. Warshauer. Sidney Warshauer is 86 years old.

        The Agreement provides that Sidney Warshauer render such services as may be requested, from time to time, by the Board of Directors of the Company (the "Board") and/or the Chief Executive Officer of the Company, consistent with Mr. Warshauer's past practices and experience, for a period beginning on the date of the consummation of the combination and ending on Sidney Warshauer's death. Sidney Warshauer will receive, during such period, annual payments of $552,000 along with certain other benefits.

        The Agreement provides that, from the date of the closing of the combination until his death, Sidney Warshauer will not disclose Company confidential information or compete with the Company. The Agreement is not terminable by the Company for any reason other than the death of Sidney Warshauer, or a breach by Sidney Warshauer of his obligations under the Agreement with respect to non-disclosure of Company confidential information or his obligation to refrain from engaging in competition with the Company. The parties intended that all payments under the Agreement represent additional purchase price in the form of supplemental retirement benefits in recognition of Sidney Warshauer's significant contributions to Standard. The actuarial value, as of March 30, 1998, of the payments under the Agreement was approximately $5.0 million. See Note B of the Notes to the Consolidated Financial Statements.

Liability Insurance

        Prior to 1999, APCOA/Standard participated in a master insurance program with Holberg which served to reduce the insurance costs of the combined group. In connection with the insurance program, during 1998 the Company placed $2.2 million on deposit with an affiliate for insurance collateral purposes.

        In January of 1999, the Company completed the combination of all the insurance programs of all merger and acquired entities into one program. In connection therewith the Company purchased

42

coverage for its previously self-insured layer, and a tail policy to eliminate exposure from retrospective adjustments.

        These amounts had previously been reclassified from a long-term asset to stockholders' deficit. For the year ended December 31, 2001 the Company recorded a $2.2 million bad debt provision related to the aforementioned amounts due to uncertainty regarding the ability of Holberg and the affiliate of Holberg to repay such amounts.

Certain Other Matters Relating to Holberg

        Holberg received in March 1998 investment banking and advisory fees from APCOA in connection with certain prior transactions, and received a $1.0 million advisory fee (and reimbursement of expenses) upon consummation of the combination. The Company also may pay a management fee to Holberg and otherwise reimburse Holberg for certain expenses incurred by Holberg on behalf of the Company. All of these fees and other amounts paid to Holberg are subject to the limits and restrictions imposed by the indentures and the covenants in the senior credit facility and the amended and restated credit agreement.

        Prior to Holberg's transfer of shares to Steamboat in March 2001, APCOA/Standard, Holberg and its affiliates periodically engaged in bi-lateral loans and advances. The Company, from time to time, entered into such bi-lateral loans and advances as permitted under the indenture and the senior credit facility. These loans and advances were interest bearing at a variable rate that approximated the prime interest rate. The accumulated interest was added to, or deducted from (as appropriate), the balance in the loan or advance account. In connection with the combination, APCOA made a $6.5 million non-cash distribution to Holberg of the receivable in such amount due from Holberg to APCOA, at the date of the combination. As of December 31, 2001, APCOA/Standard Parking had advanced to Holberg $2.6 in aggregate amount. These amounts had previously been reclassified from a long-term asset to stockholders' deficit. For the year ended December 31, 2001, the Company recorded a $2.6 million bad debt provision related to the aforementioned amounts due to uncertainty regarding the ability of Holberg to repay such amounts.

Certain Other Matters Relating to AP Holdings and Steamboat

        In connection with the Company's recapitalization, on January 11, 2002, APCOA/Standard paid a $3.0 million transaction advisory fee to AP Holdings and redeemed $1.6 million of Series C preferred stock held by AP Holdings for $1.6 million in cash (See Note D of the Notes to Consolidated Financial Statements).

        APCOA/Standard may also pay an annual management fee to AP Holdings or Steamboat and otherwise reimburse AP Holdings or Steamboat for certain expenses incurred by them on the Company's behalf. Some of these fees and other amounts paid to AP Holdings and Steamboat are subject to the limits and restrictions imposed by the indenture governing the 9¹/4% Senior Subordinated Notes and the 14% Senior Subordinated Second Lien Notes and the amended and restated senior credit agreement.

        APCOA/Standard may also, from time to time, enter into bilateral loans and advances with AP Holdings or Steamboat as permitted under the indenture governing the 14% Senior Subordinated Second Lien Notes, the indenture governing the outstanding 9¹/4% Senior Subordinated Notes and, subject to certain conditions, the amended and restated senior credit agreement. These loans and advances bear interest at a variable rate that approximates the prime interest rate. The accumulated interest is added to, or deducted from (as appropriate), the balance in the loan or advance account. As of December 31, 2001, APCOA/Standard had advanced to AP Holdings $8.1 million in aggregate amount. This amount had previously been reclassified from a long-term asset to stockholders' deficit. For the year ended December 31, 2001, APCOA/Standard recorded an $8.1 million bad debt provision

43

related to the aforementioned amounts due to uncertainty regarding the ability of AP Holdings to repay such amounts without potentially receiving distributions from the Company.

44

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)

The following documents are filed as part of this Report:



1.

Financial Statements.

Report of Independent Auditors

Audited Consolidated Financial Statements
    Consolidated Balance Sheets at December 31, 2001 and 2000

For the years ended December 31, 2001, 2000 and 1999:
    Consolidated Statements of Operations
    Consolidated Statements of Stockholders' Deficit
    Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

2.

Financial statement schedule.

Schedule II—Valuation and Qualifying Accounts

        All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.

3.

Exhibits

Exhibit Number
2.1	Combination Agreement, dated as of January 15, 1998, by and between APCOA, Inc. and the Standard Owners (incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-4 (No. 333-50437) filed on April 17, 1998, as amended on June 9, 1998, July 15, 1998, August 11, 1998 and August 14, 1998 (the "Registration Statement")).
3.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement).
3.2	Amended and Restated By-Laws of the Company dated as of December 29, 2000 (incorporated by reference to Exhibit 3.3 to the Company's annual report on Form 10-K filed for December 31, 2000)
3.5	Certificate of designations, preferences and relative, participating, optional and other special rights of qualifications, limitations and restrictions thereof of 18% convertible redeemable Series D preferred stock of the Company dated January 10, 2002.
4.1	Indenture, dated as of March 30, 1998, amended as of July 6, 1998 and September 21, 1998, by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company (incorporated by reference to Exhibit 4.1 to the Registration Statement).
4.2	Form of 91/4% Note (included as Exhibit A to Exhibit 4.1).
4.3	Form of 91/4% Note Guarantee (included as Exhibit D to Exhibit 4.1).

45

4.4	Supplemental Indenture, dated as of January 12, 1999 by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed for December 31, 1998).
4.5	Supplemental Indenture, dated as of September 21, 1998, among Virginia Parking Service, Inc., the Company, and State Street Bank and Trust Company (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K filed for December 31, 1998).
4.6	Supplemental Indenture, dated as of July 6, 1998, among S&S Parking, Century Parking, Inc. and Sentry Parking Corporation, the Company, and State Street Bank and Trust Company (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K filed for December 31, 1998).
4.15	Indenture governing the Company's 14% senior subordinated second lien notes due 2006, dated as of January 11, 2002, by and among the Company, the subsidiary guarantors and State Street Bank and Trust Company.
4.16	Form of the Company's 14% senior subordinated second lien note due 2006 (included in Exhibit 4.15 hereto).
4.17	Form of the Company's 14% senior subordinated second lien note guaranteed due 2006 (included in Exhibit 4.15 hereto).
10.1	Registration Rights Agreement, dated as of March 30, 1998, by and among the Company, the Subsidiary Guarantors, Donaldson, Lufkin & Jenrette Securities Corporation and First Chicago Capital Markets, Inc. (incorporated by reference to Exhibit 10.1 to the Registration Statement).
10.2	Credit Agreement, dated as of March 30, 1998, by and among the Company, The First National Bank of Chicago, as Agent and Lender, and the Other Institutions party thereto (incorporated by reference to Exhibit 10.2 to the Registration Statement).
10.3	Stockholders' Agreement, dated as of March 30, 1998, by and among Dosher Partners, L.P., SP Associates and Holberg, AP Holdings and the Company (incorporated by reference to Exhibit 10.3 to the Registration Statement).
10.4	Consent and Joinder to Stockholders' Agreement dated as of October 1, 1998, by and among the Company, Dosher Partners, L.P., SP Associates, Holberg, AP Holdings and Waverly (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K filed by December 31, 1998).
10.5	Stockholders' Agreement, dated as of April 14, 1989, by and among AP Holdings, Holberg and each member of the management of the Company who is a stockholder of AP Holdings (incorporated by reference to Exhibit 10.4 to the Registration Statement).
10.7	Employment Agreement between the Company and Myron C. Warshauer (incorporated by reference to Exhibit 10.6 to the Registration Statement).

46

10.10	Employment Agreement between the Company and Michael K. Wolf (incorporated by reference to Exhibit 10.12 to the Registration Statement).
10.11	Deferred Compensation Agreement between the Company and Michael K. Wolf (incorporated by reference to Exhibit 10.13 to the Registration Statement).
10.12	Company Retirement Plan for Key Executive Officers (incorporated by reference to Exhibit 10.14 to the Registration Statement).
10.13	Consulting Agreement between the Company and Sidney Warshauer (incorporated by reference to Exhibit 10.15 to the Registration Statement).
10.14	Employment Agreement between the Company and James A. Wilhelm (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed for December 31, 1998).
10.16	Letter Agreement between the Company and The First National Bank of Chicago as Agent and Lender, dated March 30, 1999 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K filed for December 31, 1998).
10.17	Employment Agreement between the Company and Steven Warshauer (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K filed for December 30, 1999).
10.22	Second Amendment to Employment Agreement between the Company and Michael K. Wolf dated December 6, 2000. (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10K filed for December 31, 2000.
10.23	Employment Agreement between the Company and Herbert W. Anderson Jr. (incorporated by reference to Exhibit 10.10 to the Registration Statement).
10.24	Employment Agreement between the Company and Robert N. Sacks dated May 18, 1998.
10.25	First Amendment to the Employment Agreement between the Company and Robert N. Sacks dated November 7, 2001.
10.26	Employment Agreement between the Company and G. Marc Baumann dated October 9, 2000.
10.27	Amended and Restated Employment Agreement between the Company and G. Marc Baumann dated October 1, 2001.
10.28	Stock option plan between the Company and eligible executives, employees, directors and/or consultants.
10.29	Exchange Agreement by and between the Company and AP Holdings dated March 11, 2002.
10.30	Exchange and Amendment Agreement by and between the Company and Fiducia, Ltd. dated November 20, 2001.

47

10.31	Amended and Restated Dealer Manager and Consent Solicitation Agreement between the Company and Credit Suisse First Boston Corporation dated December 19, 2001.
10.32	Stock Option Agreement by and between the Company and Myron C. Warshauer dated March 30, 1998.
10.33	Second Amendment to the Employment Agreement between the Company and James A. Wilhelm dated October 18, 2001.
10.34	Third Amendment to the Employment Agreement between the Company and James A. Wilhelm dated January 31, 2002.
10.35	Consulting Engagement Agreement dated January 11, 2002 between the Company and AP Holdings.
10.36	Consulting Agreement dated October 16, 2001 between the Company and Shoreline Enterprises.
10.37	Amended and Restated Senior Credit Agreement dated January 11, 2002 by and among the Company, the Lenders and LaSalle Bank, N.A., as agent for the Lenders.
10.38	Technical correction of the Amended and Restated Senior Credit Agreement dated February 27, 2002 by and among the Company, the Lenders and LaSalle Bank, N.A., as agent for the Lenders.
21.1	Subsidiaries of the Company.

(b)

Reports on Form 8-K.

On November 6, 2001, the Company filed a Current Report on Form 8-K. This report disclosed that Myron C. Warshauer resigned from his position as Director and Chief Executive Officer of APCOA/Standard and was appointed as Vice Chairman Emeritus. The Company's President, James A. Wilhelm will assume the role of CEO.

On November 15, 2001, the Company filed a Current Report on Form 8-K. This report disclosed certain risk factors relating to its business, including the impact of continued terrorist attacks, impact of a decrease in car and air travel, if bad debt reserves ultimately become inadequate, impact of increased government regulation of airports, impact of additional collateral requirements related to performance bonds, impact of insurance coverage renewal, impact of a more concentrated client base and impact of regulations on the Company's business.

On November 21, 2001, the Company filed a Current Report on Form 8-K. This report disclosed that APCOA/Standard commenced an unregistered exchange offer and consent solicitation.

On December 27, 2001, the Company filed a Current Report on Form 8-K. This report disclosed an extension of its exchange offer.

48

INDEX TO HISTORICAL FINANCIAL STATEMENTS

		Page
APCOA/Standard Parking, Inc.
	Report of Ernst & Young LLP, Independent Auditors	49
	Consolidated Balance Sheets as of December 31, 2001 and 2000	50
	Consolidated Statements of Operations for each of the three years in the period ended December 31, 2001	51
	Consolidated Statements of Stockholders' Deficit for each of the three years in the period ended December 31, 2001	52
	Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2001	53
	Notes to Consolidated Financial Statements	54

49

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors
APCOA/Standard Parking, Inc.

        We have audited the accompanying consolidated balance sheets of APCOA/Standard Parking, Inc. (the "Company") as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2001. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2001 and 2000, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

ERNST & YOUNG LLP

Chicago, Illinois
March 22, 2002

50

APCOA/STANDARD PARKING, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except for Share Data)

			December 31
			2001			2000
ASSETS
Current assets:
	Cash and cash equivalents		$	7,602		$	3,539
	Notes and accounts receivable, less allowances of $1,288 and $2,056 in 2001 and 2000, respectively			40,276			46,826
	Prepaid expenses and supplies			1,194			1,775
		Total current assets		49,072			52,140
Leaseholds and equipment:
	Equipment			15,526			15,741
	Leasehold improvements			19,815			25,880
	Leaseholds			39,006			41,568
	Construction in progress			1,676			2,027
				76,023			85,216
	Less accumulated depreciation and amortization			57,440			56,724
				18,583			28,492
Other assets:
	Advances and deposits			1,196			2,075
	Cost in excess of net assets acquired, less accumulated amortization of $14,529 and $11,270 in 2001 and 2000, respectively			115,332			113,293
	Intangible and other assets, less accumulated amortization of $5,693 and $4,807 and in 2001 and 2000, respectively			8,051			12,341
				124,579			127,709
		Total assets	$	192,234		$	208,341
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Accounts payable		$	34,620		$	35,079
	Accrued rent			4,012			5,070
	Compensation and payroll withholdings			6,293			5,649
	Property, payroll and other taxes			2,025			3,998
	Accrued insurance and expenses			8,667			9,885
	Accrued other special charges			12,057			2,994
	Current portion of long-term borrowings			1,554			1,406
		Total current liabilities		69,228			64,081
Long-term borrowings, excluding current portion:
	Obligations under credit agreements			168,600			166,950
	Other			5,103			6,640
				173,703			173,590
Other long-term liabilities				12,658			10,121
Redeemable preferred stock				61,330			54,976
Common stock subject to put/call rights; 5.01 shares issued and outstanding				8,500			6,304
Common stockholders' deficit:
	Common stock, par value $1.00 per share, 1,000 shares authorized; 26.3 shares issued and outstanding			1			1
	Additional paid-in capital			11,422			11,422
	Advances to and deposits with affiliates, net			—			(11,979	)
	Accumulated other comprehensive (loss) income			(803	)		(374	)
	Accumulated deficit			(143,805	)		(99,801	)
		Total common stockholders' deficit		(133,185	)		(100,731	)
		Total liabilities and stockholders' deficit	$	192,234		$	208,341

See Notes to Consolidated Financial Statements.

51

APCOA/STANDARD PARKING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands)

			Years Ended December 31
			2001			2000			1999
Gross customer collections			$	1,505,645		$	1,545,690		$	1,369,319
Parking services revenue:
	Lease contracts		$	156,411		$	181,828		$	196,441
	Management contracts			87,403			70,654			51,458
				243,814			252,482			247,899
Costs and expenses:
	Cost of parking services:
		Lease contracts		142,555			159,702			172,217
		Management contracts		44,272			32,643			20,877
				186,827			192,345			193,094
	General and administrative			29,979			36,121			32,453
	Other special charges			15,869			4,636			5,577
	Depreciation and amortization			15,501			12,635			9,343
		Total costs and expenses		248,176			245,737			240,467
	Operating (loss) income			(4,362	)		6,745			7,432
	Other expenses (income):
		Interest expense		18,403			18,311			16,743
		Interest income		(804	)		(929	)		(1,059	)
				17,599			17,382			15,684
Bad debt provision related to non-operating receivable				12,878			—			—
Loss before minority interest and income taxes				(34,839	)		(10,637	)		(8,252	)
Minority interest expense				209			341			468
Income tax expense				406			503			752
Net loss				(35,454	)		(11,481	)		(9,472	)
Preferred stock dividends				(6,354	)		(5,696	)		(5,106	)
Increase in fair value of common stock subject to put/call				(2,196	)		(1,715	)		—
Net loss attributable to common stockholders			$	(44,004	)	$	(18,892	)	$	(14,578	)

See Notes to Consolidated Financial Statements.

52

APCOA/STANDARD PARKING, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(In Thousands, Except for Share Data)

	Common Stock
									Accumulated Other Comprehensive Income
	Number of Shares	Par Value		Additional Paid-In Capital		Advances to And Deposits With Affiliates						Accumulated Deficit			Total
Balance (deficit) at January 1, 1999	26.3	$	1	$	11,422	$	—		$	—		$	(66,331	)	$	(54,908	)
Net loss													(9,472	)		(9,472	)
Cumulative translation adjustment										428						428
Comprehensive loss																(9,044	)
Preferred stock dividends													(5,106	)		(5,106	)
Advances to and deposits with affiliates					—		(10,553	)		—			—			(10,553	)
Balance (deficit) at December 31, 1999	26.3		1		11,422		(10,553	)		428			(80,909	)		(79,611	)
Net loss													(11,481	)		(11,481	)
Cumulative translation adjustment										(802	)					(802	)
Comprehensive loss																(12,283	)
Preferred stock dividends													(5,696	)		(5,696	)
Increase in fair value of common stock subject to put/call													(1,715	)		(1,715	)
Advances to and deposits with affiliates					—		(1,426	)								(1,426	)
Balance (deficit) at December 31, 2000	26.3		1		11,422		(11,979	)		(374	)		(99,801	)		(100,731	)
Net loss													(35,454	)		(35,454	)
Cumulative translation adjustment										(429	)					(429	)
Comprehensive loss																(35,883	)
Preferred stock dividends													(6,354	)		(6,354	)
Increase in fair value of common stock subject to put/call													(2,196	)		(2,196	)
Advances to and deposits with affiliates							11,979									11,979
Balance (deficit) at December 31, 2001	26.3	$	1	$	11,422	$	—		$	(803	)	$	(143,805	)	$	(133,185	)

See Notes to Consolidated Financial Statements.

53

APCOA/STANDARD PARKING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)

				Year Ended December 31
				2001			2000			1999
Operating activities
Net loss				$	(35,454	)	$	(11,481	)	$	(9,472	)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
	Depreciation and amortization				15,501			12,635			9,343
	Provision related to non-operating receivable				12,878			—			—
	Changes in operating assets and liabilities, net of acquisitions:
		Notes and accounts receivable			6,550			(4,111	)		(11,949	)
		Prepaid assets			581			(130	)		1,089
		Other assets			4,328			1,217			2,425
		Accounts payable			(459	)		9,790			6,802
		Accrued liabilities			4,969			(11,137	)		(12,115	)
		Due from affiliates			—			—			(3,832	)
			Net cash provided by (used in) operating activities		8,894			(3,217	)		(17,709	)
Investing activities
Purchase of leaseholds and equipment					(1,537	)		(4,684	)		(10,261	)
Purchase of leaseholds and equipment by joint ventures					(10	)		(213	)		(339	)
Businesses acquired, net of cash acquired					—			—			(3,181	)
Proceeds from disposition of leaseholds and equipment					—			—			250
Net cash used in investing activities					(1,547	)		(4,897	)		(13,531	)
Financing activities
Proceeds from long-term borrowings					1,650			8,850			18,100
Payments on long-term borrowings					(1,083	)		(588	)		(1,660	)
Proceeds from joint venture borrowings					—			—			1,281
Payments on joint venture borrowings					(1,687	)		(736	)		(558	)
Payments of debt issuance costs					(1,735	)		(286	)		(319	)
Net cash (used in) provided by financing activities					(2,855	)		7,240			16,844
Effect of exchange rate changes on cash and cash equivalents					(429	)		(802	)		428
Increase (decrease) in cash and cash equivalents					4,063			(1,676	)		(13,968	)
Cash and cash equivalents at beginning of year					3,539			5,215			19,183
Cash and cash equivalents at end of year				$	7,602		$	3,539		$	5,215
Non-cash investing capital leases					728			—			—

See Notes to Consolidated Financial Statements.

54

APCOA/STANDARD PARKING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2001, 2000 and 1999
(In thousands)

Note A. Significant Accounting Policies

        APCOA/Standard Parking, Inc. ("APCOA/Standard" or "the Company"), formerly known as APCOA, Inc. ("APCOA"), and its subsidiaries and affiliates manage, operate and develop parking properties throughout the United States and Canada. The Company is a majority-owned subsidiary of AP Holdings, Inc. ("AP Holdings"). The Company provides on-site management services at multi-level and surface facilities in the two major markets of the parking industry: urban parking and airport parking. The Company manages approximately 1,958 parking facilities, containing approximately 1,026,000 parking spaces in over 260 cities across the United States and Canada.

Principles of Consolidation—The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures in which the Company has more than 50% ownership interest. Minority interest recorded in the consolidated statement of operations is the joint venture partner's noncontrolling interest in consolidated joint ventures. Minority interest included in the consolidated balance sheets was $243 and $121 at December 31, 2001 and 2000, respectively. Investments in joint ventures where the Company has a 50% or less noncontrolling ownership interest are reported on the equity method. Investments and losses in joint ventures accounted for using the equity method in the consolidated balance sheets were $83 and $(20) at December 31, 2001 and 2000, respectively. All significant intercompany profits, transactions and balances have been eliminated in consolidation.

Gross Customer Collections—Gross customer collections represent gross receipts collected at all leased and managed properties, including unconsolidated affiliates.

Parking Revenue—The Company recognizes gross receipts from leased locations and management fees earned from management contract properties as parking revenue as the related services are provided. Also included in parking revenue were $196 in 2001, $1,788 in 2000 and $2,116 in 1999 from gains on sales of parking contracts and development fees. In addition in 2001 is a net receipt of $4,805 related to the exercise of owner termination rights associated with certain management contracts in the ordinary course of business.

Cost of Parking Services—The Company recognizes costs for leases and nonreimbursed costs from managed facilities as cost of parking services. Cost of parking services consists primarily of rent and payroll related costs.

Advertising Costs—Advertising costs are expensed as incurred and are included in general and administrative expenses. Advertising expenses aggregated $218, $379 and $402 for 2001, 2000 and 1999, respectively.

Cash and Cash Equivalents—Cash equivalents represent funds temporarily invested in money market instruments with maturities of one to five days. Cash equivalents are stated at cost, which approximates market value.

Leaseholds and Equipment—Leaseholds, equipment and leasehold improvements are stated at cost. Leaseholds (cost of parking contracts) are amortized on a straight-line basis over the average contract life of 10 years. Equipment is depreciated on the straight-line basis over the estimated useful lives of approximately 5 years on average. Leasehold improvements are amortized on the straight-line basis over the terms of the respective leases or the service lives of the improvements, whichever is shorter (average of approximately 7 years). Depreciation and amortization includes (gains) losses on

55

abandonments of leaseholds and equipment of $4,579, $(2) and $105 in 2001, 2000 and 1999, respectively. Depreciation expense was $11,494 and $8,621 in 2001 and 2000, respectively. Included in 2001, is $2,043 related to costs of software programs that have been discontinued or have become obsolete, and $1,323 related to leasehold improvements that will not be utilized at the corporate headquarters.

Cost in Excess of Net Assets Acquired (Goodwill)—Cost in excess of net assets acquired arising from acquisitions is amortized using the straight-line method over 40 years.

        In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," effective for the Company in fiscal 2002.

        Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized, but will be subject to impairment tests at least annually in accordance with SFAS No. 142. Other intangible assets will continue to be amortized over their contractual lives.

        The Company will apply the new rules on accounting for goodwill and other intangible assets beginning in the first quarter of 2002. Application of the nonamortization provisions of SFAS No. 142 is expected to result in an increase in net earnings of approximately $3.3 million per year. The Company has performed the first of the required impairment tests of goodwill as of December 31, 2001, and has determined that no impairment exists as of December 31, 2001, and the effect of these tests on the earnings and financial position of the Company will not be material in 2002.

Long Lived Assets—The Company accounts for impairment of long-lived assets, which includes goodwill, in accordance with the provisions of SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This Statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

        When indicators of impairment are present, the Company periodically reviews the carrying value of long-lived assets, including goodwill, contract and lease rights, and non-compete agreements, to determine if the net book values of such assets continue to be recoverable over the remainder of the original estimated useful life. In performing this review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset and its eventful disposition. If the sum of the expected net future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized based on the estimated diminution of value. If the assets involved are to be held and used in the operations of the Company, consideration is also given to actions or remediation the Company might take in order to achieve the original estimates of cash flows.

Intangible Assets—Debt issuance costs of $2,809 and $5,875 at December 31, 2001 and 2000 respectively, are amortized over the terms of the credit agreements using the straight-line method which approximates the interest method. Additionally, $3,387 and $3,983 of intangibles at December 31, 2001 and 2000 respectively, consisting primarily of a covenant not to compete (see Note B), are being amortized on a straight-line basis over the term of the respective agreements which range from 5 to 10 years. Debt issuance costs of $3,323 for the year ended December 31, 2001 were recorded as other special charges related to the exchange. (See Note C). Amortization expense was $4,007 and $9,014 in 2001 and 2000, respectively.

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Financial Instruments—The carrying values of cash, accounts receivable and accounts payable are reasonable estimates of their fair value due to the short-term nature of these financial instruments. The Company's 9.25% Senior Subordinated Notes are included in the Consolidated Balance Sheet at $140,000, which represents the aggregate face value of the notes. Market value at December 31, 2001 aggregated $53,200. Other long-term debt has a carrying value that approximates fair value.

Foreign Currency Translation—The functional currency of the Company's foreign operations is the local currency. Accordingly, assets and liabilities of the Company's foreign operations are translated from foreign currencies into U.S. dollars at the rates in effect on the balance sheet date while income and expenses are translated at the weighted-average exchange rates for the year. Adjustments resulting from the translations of foreign currency financial statements are accumulated and classified as a separate component of stockholders' deficit.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Recent Accounting Pronouncements—In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (Statement 133), which the Company adopted effective January 1, 2001. Statement 133 requires all derivatives to be recognized in the balance sheet as either assets or liabilities at fair value. Derivatives that are not hedges, as defined in statement 133, must be adjusted to fair value through income. In addition, all hedging relationships must be designated, reassessed and documented pursuant to the provisions of SFAS No. 133. The adoption of this statement did not have an effect on the Company.

        In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (FAS 144), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions of APB Opinion No. 30, Reporting the Results of Operations for a disposal of a segment of a business. FAS 144 is effective for fiscal years beginning after December 15, 2001. The Company expects to adopt FAS 144 as of January 1, 2002, and it does not expect that the adoption of the Statement will have a significant impact on the Company's financial position and results of operations.

Reclassifications—Certain amounts previously presented in the financial statements of prior periods have been reclassified to conform to current year presentation.

Note B. Acquisitions

        In January 1998, APCOA entered into a definitive combination agreement to acquire all of the outstanding capital stock, partnership and other equity interests of Standard Parking Corp. and certain of its affiliates ("Standard"). On March 30, 1998, APCOA acquired Standard for consideration consisting of $65,000 in cash, 16% of the common stock of APCOA outstanding as of January 15, 1998 and the assumption of certain liabilities, including a $5,000 consulting and non-compete obligation for one of the former owners of Standard, which represents the current value of the payments to be made, as determined by consulting actuaries. In addition, on March 30, 1998, APCOA paid to the Standard owners $2,822, generally representing Standard's earnings from January 1 through the date of the acquisition and Standard's cash on hand at such time. Financing of the acquisition included a contribution from AP Holdings of $40,683, in exchange for redeemable preferred stock, and other transactions as described below and in Notes D and H.

57

        The acquisition was accounted for under the purchase method; accordingly, Standard's results are included in the consolidated financial statements of APCOA/Standard from the date of acquisition. Following is the final purchase price allocation, based on the estimated fair value of assets acquired and liabilities assumed.

Cash consideration		$	65,000
5.01 shares of common stock issued, at calculated put/call value			4,589
Closing distribution to the Standard owners			2,822
Consulting and non-compete agreement with former owner			5,000
Direct acquisition costs			7,179
	Total purchase price	$	84,590
Cash		$	1,632
Notes and accounts receivable			318
Prepaid expenses			180
Leaseholds and equipment			7,971
Consulting and non-compete agreement			5,000
Cost in excess of net assets acquired			77,557
Other assets			415
Accounts payable and accrued expenses			(3,855	)
Other costs and liabilities			(4,628	)
		$	84,590

        Pursuant to notices dated October 15, 2001 and September 28, 2001, the put options were exercised under a stockholders agreement. As a result, APCOA/Standard is required to purchase 5.01 shares of its common stock for an aggregate amount of $8.22 million. This amount accretes at 11.75% per year. Pursuant to the terms of the stockholders agreement, however, APCOA/Standard cannot make such payments as they are prohibited by the terms of the existing senior credit facility and restricted under other debt instruments. The payment is also prohibited by the terms of the amended and restated credit agreement.

        Direct acquisition costs incurred in connection with the acquisition include investment banking fees of $3,289 and legal and other professional fees of $3,890.

        On January 22, 1998, the Company acquired the assets of Huger Parking Company, LLC, d/b/a Dixie Parking, for $1,000 in cash at closing and $3,250 in notes payable, of which $1,000 was repaid in March of 1998. The $2,250 balance is payable over 20 years with interest based on prime. On May 1, 1998, the Company acquired the remaining 76% interest in Executive Parking Industries LLC, through the acquisition of all of the outstanding capital stock of S&S Parking, Inc., the sole asset of which was such 76% interest in EPI, for $7,020 in cash. In addition, on June 1, 1998, APCOA/Standard acquired all of the outstanding capital stock of Century Parking, Inc., and Sentry Parking Corporation, for $5,168 in cash at closing including direct acquisition costs and $700 paid on June 1, 2001. On September 1, 1998, APCOA/Standard acquired the operations of Virginia Parking Service, Inc. in a stock purchase transaction for $3,114 in cash including direct costs, and up to $1,250 in notes payable over five years with interest at the prime rate.

        On April 1, 1999, the Company acquired the assets of Pacific Rim Parking, Inc. ("Pacific Rim") in Los Angeles for $750 in cash and up to $750 in non-interest bearing notes payable over five years. On May 1, 1999 the Company acquired various contracts of System Parking Inc. in Atlanta for $250 in cash. Effective as of July 1, 1999 the Company acquired all of the outstanding stock of Universal Park Holdings, Inc., operating under the names U-Park and Select Valet Parking, in Vancouver B.C. for $1,610.

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        All of these acquisitions have been accounted for under the purchase method and their operating results have been included in the consolidated results since their respective date of acquisition. The historical operating results of the businesses prior to acquisition were not material relative to the consolidated results of APCOA/Standard.

Note C. Other special charges

        Included in "other special charges" in the accompanying consolidated statement of operations for the years ended December 31, 2001, 2000 and 1999 are the following (expenses are cash unless otherwise stated):

		December 31,
		2001		2000		1999
Costs related to the exchange offering		$	8,431	$	—	$	—
Write off of debt issuance costs related to the exchange (non-cash expense)			3,323		—		—
Provision for abandoned businesses			1,722		—		—
Employee severance costs			87		2,475		1,607
Increase in insurance reserves			314		895		—
Provision for headquarters reorganization			750		—		—
Incremental integration costs and other			1,242		1,266		3,070
Costs associated with terminated transactions			—		—		900
	Total other special charges	$	15,869	$	4,636	$	5,577

Supplement Disclosure—Other Special Charges

	December 31,
	2001			2000			1999
Accrued at beginning of year	$	2,994		$	2,024		$	6,163
Provision for other special charges (cash)		12,546			4,636			5,577
Paid during year		(3,483	)		(3,666	)		(9,716	)
Accrued at end of year	$	12,057		$	2,994		$	2,024

        In 1999, the employee severance costs relate primarily to a provision for key management severance. The integration costs relate primarily to actions to facilitate the accounting system consolidation and activities to realign and centralize administrative and other support functions. The costs associated with terminated transactions relate to expenses incurred for acquisition activity that was terminated.

        In 2000, the employee severance costs relate to a provision for key management severance of $1,400 and cash compensation and related expenses for approximately 15 other employees for whom employment was terminated of $1,075. The costs associated with the insurance program relate to retroactive prior period premium adjustments of $895. The costs associated with incremental integration costs and other include $294 for settlement costs and outside accounting firm costs related to the combination with Standard, $235 for closure of administrative office, and $736 for a provision related primarily to estimated settlements on disputed receivables.

        In 2001, costs of $8,431 were provided for and debt issuance costs of $3,323 were written-off related to the exchange offer. The provision for abandoned businesses of $1,722 relate to minimum future lease payments at a closed location. The costs associated with incremental integration costs and other include $371 for settlement costs and outside accounting firm costs related to the combination

59

with Standard, $873 related primarily to legal costs incurred on terminated contracts. The provision for headquarter reorganization of $750 principally relates to the reorganization and decentralization of financial functions. The costs associated with the insurance program relate to retroactive prior period premiums adjustments of $312.

Note D. Borrowing Arrangements

        Long-term borrowings consist of:

				Amount Outstanding December 31, 2001
		Interest Rate(s)
			Due Date	2001		2000
	Senior Subordinated Notes	9.25%	March, 2008	$	140,000	$	140,000
	Senior Credit Facility	Various	July, 2002		28,600		26,950
	Joint venture debentures	11.00-15.00%	Various		3,432		5,118
	Other	Various	Various		3,225		2,928
					175,257		174,996
Less current portion					1,554		1,406
				$	173,703	$	173,590

        APCOA/Standard's 9.25% Senior Subordinated Notes, (the "Notes"), were issued in September of 1998 and are due in March of 2008. The Notes are registered with the Securities and Exchange Commission. The issuance was exchanged for unregistered notes with substantially identical terms, which had been issued earlier in 1998 to finance the acquisition of Standard and retire certain existing indebtedness, and for general working capital purposes.

        The liquidation preference in order of preference, of the Company's long-term borrowings is: Senior Credit Facility and Amended Senior Credit Facility, 14.0% Senior Subordinated Second Lien Notes, 9¹/4% Senior Subordinated Notes, Joint Venture Debentures, other debt.

        On January 11, 2002, the Company completed a restructuring of its publicly issued debt. The Company exchanged $91.1 million of its outstanding 9¹/4% Senior Subordinated Notes due 2008 for $59.3 million of its newly issued 14% Senior Subordinated Second Lien Notes due 2006 and 3,500 shares of its newly issued 18% Senior Convertible Redeemable Preferred Stock with a face value of $35.0 million. As part of these transactions, the Company also received $20.0 million in cash. The cash was used to repay borrowings under the Company's old credit facility, repurchase shares of existing redeemable preferred stock owned by its parent company and pay expenses incurred in connection with the transaction (including approximately $3.0 million to its parent company as a transaction advisory fee).

        The Company's Senior Credit Facility (the "Facility") provides cash borrowings up to $40.0 million with sublimits for Letters of Credit up to $10.0 million, at variable rates based, at the Company's option, either on LIBOR, the overnight federal funds rate, or the bank's base rate. The Company utilizes the Facility to provide readily-accessible cash for working capital purposes. The Facility includes covenants that limit the Company from incurring additional indebtedness, issuing preferred stock or paying dividends, and contains certain other restrictions. At December 31, 2001, the Company had $3.0 million of letters of credit outstanding under the Facility and borrowings against the Facility aggregated $28.6 million. At December 31, 2001, the Company had $8.4 million of funds available under the Senior Credit Facility. The Facility was amended on March 30, 2000, with the principal changes to the agreement providing for revisions to interest rates charged on borrowings and certain financial covenants. The Facility was amended on May 12, 2000, with the principal change to the

60

agreement relating to the definition of a change in control. The Facility was amended on November 14, 2000, with the principal changes to the agreement providing for revisions to interest rates charged on borrowings and certain financial covenants. The Facility was amended on March 30, 2001 with the principal changes to the agreement providing for revisions to interest rates charged on borrowings, certain financial covenants, a change to restore the original borrowing limits, and a change in the expiration date from March 30, 2004 to July 1, 2002. The Facility was amended as of September 30, 2001, with the principal changes to the agreement providing for revisions to certain financial covenants.

        The Company entered into an Amended and Restated Credit Agreement dated as of January 11, 2002, which restructured the senior credit facility. The Amended and Restated Credit Agreement provides cash borrowings up to $40.0 million with sub-limits for Letters of Credit up to $8.0 million. The Amended and Restated Credit Agreement consists of a $25.0 million revolving credit facility provided by LaSalle Bank N.A. which will expire on March 1, 2004 and a $15.0 million term loan held by Bank One N.A., amortizing with $5.0 million due on December 31, 2002 and the balance due on March 10, 2004. The revolving facility will provide for cash borrowings up to the lesser of $25.0 million or 80% of the Company's eligible accounts receivable as defined therein, at variable rates based, at the Company's option, either on LIBOR, the overnight federal funds rate, or the bank's base rate. The term loan will be at a fixed rate of 13%, with 9 ¹/2% payable monthly in arrears and 3 ¹/2% accruing without compounding and be payable on March 10, 2004 or at the time of any permitted prepayment of the principal balance of the term loan.

        The Notes and New Facility contain covenants that limit APCOA/Standard from incurring additional indebtedness and issuing preferred stock, restrict dividend payments, limit transactions with affiliates and restrict certain other transactions. Substantially all of APCOA/Standard's net assets are restricted under these provisions and covenants (See Note J).

        Consolidated joint ventures have entered into four agreements for stand-alone development projects providing nonrecourse funding. These joint venture debentures are collateralized by the specific contracts that were funded and approximate the net book value of the related assets.

        The Company has entered into various financing agreements, which were used for the purchase of equipment.

        The Company paid interest of $18,403, $18,133 and $15,778 in 2001, 2000, and 1999, respectively.

        The aggregate maturities of borrowings outstanding including the effect of the amended and restated senior credit agreement and the exchange at December 31, 2001 are as follows:

2002	$	1,554
2003		996
2004		29,398
2005		890
2006		76,682
2007 and thereafter		50,520
	$	160,040

        The amounts include PIK interest and the 5% premium on the 14% senior subordinated second lien notes as defined in the indenture.

Note E. Income Taxes

        For the years 1999 and 2000, the Company was included in the Consolidated Federal Income Tax Return of Holberg. For 2001, the Company will file a separate Consolidated Federal Income Tax

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Return, which is separate from Holberg. The Company's income tax provision is determined on this separate return basis for all years. Income tax expense consists of foreign, state, and local taxes.

        At December 31, 2001, the Company has net operating loss carryforwards of $79,008 for federal income tax purposes that expire in years 2004 through 2021.

        A reconciliation of the Company's reported income tax expense to the amount computed by multiplying loss before income taxes by the effective federal income tax rate is as follows:

	2001			2000			1999
Statutory benefit	($	11,916	)	($	3,904	)	($	3,221	)
Permanent Differences		1,481			412			377
		(10,435	)		(3,492	)		(2,844	)
State taxes, net of federal benefit		123			172			191
Higher/(lower) effective income taxes of other countries		(54	)		(39	)		505
		(10,366	)		(3,359	)		(2,148	)
Change in valuation allowance		10,772			3,862			2,900
Income tax expense	$	406		$	503		$	752

        Income tax expense consists of the following:

		2001		2000		1999
Current:
	Foreign	$	219	$	242	$	462
	State		187		261		290
	Total current		406		503		752
Deferred:
	Foreign		—		—		—
	State		—		—		—
	Total deferred		—		—		—
	Income tax expense	$	406	$	503	$	752

        Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company's deferred tax assets (liabilities) as of December 31, 2001 and 2000 are as follows:

	2001			2000
Net operating loss carryforwards	$	30,813		$	25,996
Accrued Compensation		2,403			2,256
Restructuring Reserves		8,519			—
Other, net		1,011			1,664
		42,746			29,916
Book over tax depreciation and amortization		(1,857	)		(1,328	)
		40,889			28,588
Less: valuation allowance for deferred tax assets		(40,889	)		(28,588	)
Net deferred tax assets	$	—		$	—

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        For financial reporting purposes, a valuation allowance for net deferred tax assets will continue to be recorded until realization of such assets is more likely than not. Taxes paid were $741, $320 and $679 in 2001, 2000 and 1999 respectively.

Note F. Benefit Plans

        The Company offers deferred compensation arrangements for certain key executives and sponsors an employees' savings and retirement plan in which certain employees are eligible to participate. Subject to their continued employment by the Company, employees offered supplemental pension arrangements will receive a defined monthly benefit upon attaining age 65. At December 31, 2001 and 2000, the Company has accrued $2,178 and $2,740, respectively representing the present value of the future benefit payments. Participants in the savings and retirement plan may elect to contribute a portion of their compensation to the plan. The Company, in turn, contributes an amount in cash or other property as required by the plan. Expenses related to these plans amounted to $872, $985 and $750 in 2001, 2000 and 1999, respectively.

        The Company also contributes to two multi-employer defined contributions and nine multi-employer defined benefit plans which cover certain union employees. Expenses related to these plans were $997, $583 and $815 in 2001, 2000 and 1999, respectively.

Note G. Leases and Contingencies

        The Company operates parking facilities under operating leases expiring on various dates, generally prior to 2012. Certain of the leases contain options to renew at the Company's discretion.

        At December 31, 2001, the Company was committed to install in future years, at an estimated cost of $66, certain capital improvements at leased facilities.

        Future annual rent expense is not determinable due to the application of percentage factors based on revenues. At December 31, 2001, the Company's minimum rental commitments, excluding contingent rent provisions under all non-cancelable leases with remaining terms of more than one year, are as follows:

2002	$	28,008
2003		19,018
2004		13,799
2005		10,042
2006		8,805
2007 and thereafter		33,445
	$	113,117

        Rent expense, including percentage rents, was $108,823, $124,900 and $133,962 in 2001, 2000 and 1999, respectively.

        Contingent rent expense was $81,467, $100,258 and $114,197 in 2001, 2000 and 1999, respectively.

        In the normal course of business, the Company is involved in disputes, generally regarding the terms of lease agreements. In the opinion of management, the outcome of these disputes and litigation will not have a material adverse effect on the consolidated financial position or operating results of the Company.

63

Note H. Redeemable Preferred Stock

        In connection with the Standard acquisition on March 30, 1998, the Company received $40,683 from AP Holdings in exchange for $70,000 face amount of 11¹/4% Redeemable Preferred Stock. Cumulative preferred dividends are payable semi-annually at the rate of 11¹/4%. Any semi-annual dividend not declared or paid in cash automatically increases the liquidation preference of the stock by the amount of the unpaid dividend. The Company is required to redeem the stock no later than March 2008.

64

        Proceeds from the issuance together with the proceeds from the Senior Subordinated Notes described in Note D, were used to finance the acquisition of Standard, to retire certain indebtedness, to redeem preferred stock held by an affiliate, and for general working capital purposes.

Note I. Contingency and Related Party Transactions

        As previously disclosed in Item 3 of APCOA/Standard's Form 10-Q for the quarter ended September 30, 2000, the bankruptcy filing of AmeriServe Food Distribution, Inc. on January 31, 2000 was a default under certain debt instruments of Holberg, the former parent of AP Holdings. As a result of such defaults, the creditors of Holberg could have taken control of Holberg or AP Holdings, APCOA's parent. A change in control of Holberg or AP Holdings would also constitute a change in control of APCOA/Standard under APCOA/Standard's debt instrument and of AP Holdings under its bond indenture.

        On March 5, 2001, Holberg restructured certain of its debt and eliminated the defaults thereunder, thereby eliminating the possibility of a change of control of AP Holdings under its bond indenture or the possibility of a change in control of APCOA/Standard under the APCOA/Standard debt instruments as a result of such defaults.

        The Company is subject to various claims and legal proceedings which consist principally of lease and contract disputes and includes litigation with The County of Wayne relating to the management of parking facilities at the Detroit Metropolitan Airport. These claims and legal proceedings are considered routine, and incidental to the Company's business, and in the opinion of management, the ultimate liability with respect these proceedings and claims will not materially affect the financial position, operations, or liquidity of the Company.

        Due to the current financial situation of Holberg and AP Holdings, the Company recorded a $12.9 million bad debt provision related to non-operating receivables for the year ended December 31, 2001. The 2001 bad debt provision for non-operating receivables relates to advances to and deposits with affiliates that had previously been reclassified from a long-term asset to stockholders' deficit. This provision was made due to uncertainty regarding the ability of the affiliates to repay such amounts.

        On December 31, 2000, the Company entered into an agreement to sell, at fair market value, certain contract assets to D & E Parking, Inc. ("D & E"), a California corporation, in which certain officers of the Company have an interest. The Company recorded a gain of $1 million from this transaction in 2000. The Company will continue to operate the parking facilities and receive management fees and reimbursement for support services in connection with the operation of the parking facilities.

        The Company has entered into various management contracts and related arrangements with affiliates to manage properties in which certain executives have an interest. The Company estimates that management fees it receives are no less favorable than would normally be obtained through arms-length negotiations.

Note J. Subsidiary Guarantors

        All of the Company's direct or indirect wholly owned active domestic subsidiaries, including Standard, fully, unconditionally, jointly and severally guarantee the Senior Subordinated Notes discussed in Note D. Separate financial statements of the guarantor subsidiaries are not separately presented because, in the opinion of management, such financial statements are not material to investors. The non-guarantor subsidiaries include joint ventures, wholly owned subsidiaries of the Company organized under the laws of foreign jurisdictions and inactive subsidiaries, all of which are included in the consolidated financial statements. The following is summarized combining financial

65

information for APCOA/Standard, the guarantor subsidiaries of the Company and the non-guarantor subsidiaries of the Company:

			APCOA/ Standard			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total
2001
Balance Sheet Data:
	Cash and cash equivalents		$	8,522		$	(2,009	)	$	1,089		$	—		$	7,602
	Notes and accounts receivable			30,568			5,767			3,941			—			40,276
	Current assets			40,105			3,822			5,145			—			49,072
	Leaseholds and equipment, net			10,377			5,141			3,065			—			18,583
	Cost in excess of net assets acquired, net			23,492			88,618			3,222			—			115,332
	Investment in subsidiaries			92,335			—			—			(92,335	)		—
	Total assets			170,906			101,771			11,892			(92,335	)		192,234
	Accounts payable			25,238			6,865			2,517			—			34,620
	Current liabilities			55,706			7,769			5,753			—			69,228
	Long-term borrowings, excluding current portion			171,127			—			2,576			—			173,703
	Redeemable preferred stock			61,330			—			—			—			61,330
	Common stock subject to put/call rights			8,500			—			—			—			8,500
	Total stockholders' equity (deficit)			(136,054	)		93,034			2,170			(92,335	)		(133,185	)
	Total liabilities and stockholders' equity (deficit)			170,906			101,771			11,892			(92,335	)		192,234
Income Statement Data:
	Parking services revenue		$	139,972		$	82,586		$	21,256			—		$	243,814
	Gross profit			37,919			15,057			4,011			—			56,987
	Other special charges			15,869			—			—			—			15,869
	Depreciation and amortization			8,683			5,058			1,760			—			15,501
	Operating income (loss)			9,356			(15,708	)		1,990			—			(4,362	)
	Interest expense (income), net			17,192			(51	)		458			—			17,599
	Equity in earnings of subsidiaries			(15,004	)		—			—			15,004			—
	Net income (loss)			(35,454	)		(15,657	)		653			15,004			(35,454	)
Cash Flows Data:
	Net cash provided by (used in) operating activities		$	13,890		$	(2,039	)	$	(2,957	)		—			8,894
Investing activities:
		Purchase of leaseholds and equipment	$	(1,491	)	$	(46	)	$	—		$	—		$	(1,537	)
		Purchase of leaseholds and equipment by joint venture		—			—			(10	)		—			(10	)
	Net cash used in investing activities			(1,491	)		(46	)		(10	)		—			(1,547	)
	Financing activities:
		Proceeds from long-term borrowings		1,650			—			—			—			1,650
		Payments on long-term borrowings		(1,083	)		—			—			—			(1,083	)
		Payments on joint venture borrowings		(1,687	)		—			—			—			(1,687	)
	Payments on long-term borrowings			(1,735	)		—			—			—			(1,735	)
	Net cash used in financing activities			(2,855	)		—			—			—			(2,855	)
	Effect of exchange rate changes			(429	)		—			—			—			(429	)
2000
Balance Sheet Data:
	Cash and cash equivalents		$	(593	)	$	76		$	4,056		$	—		$	3,539
	Notes and accounts receivable			50,972			(7,529	)		3,383			—			46,826
	Current assets			50,792			(6,264	)		7,612			—			52,140
	Leaseholds and equipment, net			15,693			7,395			5,404			—			28,492
	Cost in excess of net assets acquired, net			19,062			90,673			3,558			—			113,293
	Investment in subsidiaries			93,211			—			—			(93,211	)		—
	Total assets			187,446			96,818			17,288			(93,211	)		208,341
	Accounts payable			21,744			10,172			3,163			—			35,079
	Current liabilities			46,328			8,938			8,815			—			64,081
	Long-term borrowings, excluding current portion			169,305			175			4,110			—			173,590
	Redeemable preferred stock			54,976			—			—			—			54,976
	Common stock subject to put/call rights			6,304			—			—			—			6,304
	Total stockholders' equity (deficit)			(94,942	)		83,504			3,918			(93,211	)		(100,731	)

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	Total liabilities and stockholders' equity (deficit)			187,446			96,818			17,288			(93,211	)		208,341
Income Statement Data:
	Parking services revenue		$	128,553		$	92,336		$	31,593			—		$	252,482
	Gross profit			36,081			17,762			6,294			—			60,137
	Other special charges			4,636			—			—			—			4,636
	Depreciation and amortization			6,249			5,155			1,231			—			12,635
	Operating income (loss)			20,975			(18,970	)		4,740			—			6,745
	Interest expense (income), net			16,858			(84	)		608			—			17,382
	Equity in earnings of subsidiaries			(15,243	)		—			—			15,243			—
	Net income (loss)			(11,481	)		(18,887	)		3,644			15,243			(11,481	)
Cash Flows Data:
	Net cash provided by (used in) operating activities		$	(5,332	)	$	(1,471	)	$	3,586			—		$	(3,217	)
	Investing activities:
		Purchase of leaseholds and equipment		(4,268	)		(416	)		—			—			(4,684	)
		Purchase of leaseholds and equipment by joint venture		—			—			(213	)		—			(213	)
		Net cash used in investing activities		(4,268	)		(416	)		(213	)		—			(4,897	)
	Financing activities:
		Proceeds from long-term borrowings		8,850			—			—			—			8,850
		Payments on long-term borrowings		(874	)		—			—			—			(874	)
		Payments on joint venture borrowings		(736	)		—			—			—			(736	)
	Net cash provided by financing activities			7,240			—			—			—			7,240
	Effect of exchange rate changes			(802	)		—			—			—			(802	)
1999
Balance Sheet Data:
	Cash and cash equivalents		$	2,569		$	1,963		$	683		$	—		$	5,215
	Notes and accounts receivable			34,973			2,606			5,136			—			42,715
	Current assets			39,130			4,608			5,837			—			49,575
	Leaseholds and equipment, net			17,204			9,263			6,192			—			32,659
	Cost in excess of net assets acquired, net			19,536			92,590			2,797			—			114,923
	Investment in subsidiaries			102,639			—			—			(102,639	)		—
	Total assets			187,655			112,225			16,029			(102,639	)		213,270
	Accounts payable			15,860			5,962			3,467			—			25,289
	Current liabilities			41,423			10,439			9,893			—			61,755
	Long-term borrowings, excluding current portion			160,667			371			5,103			—			166,141
	Redeemable preferred stock			49,280			—			—			—			49,280
	Common stock subject to put/call rights			4,589			—			—			—			4,589
	Total stockholders' equity (deficit)			(76,402	)		98,889			541			(102,639	)		(79,611	)
	Total liabilities and stockholders' equity			187,655			112,225			16,029			(102,639	)		213,270
Income Statement Data:
	Parking services revenue		$	107,555		$	99,551		$	40,793			—		$	247,899
	Gross profit			25,149			24,278			5,378			—			54,805
	Other special charges			5,577			—			—			—			5,577
	Depreciation and amortization			4,492			3,828			1,023			—			9,343
	Operating income (loss)			10,839			(7,219	)		3,812			—			7,432
	Interest expense (income) net			15,225			(86	)		545			—			15,684
	Equity in earnings of subsidiaries			(4,700	)		—			—			4,700			—
	Operating income (loss)			(9,472	)		(7,133	)		2,433			4,700			(9,472	)
Interest expense (income) net
	Net cash used in operating activities		$	(15,769	)	$	(1,740	)	$	(200	)	$	—		$	(17,709	)
	Investing activities:
		Purchase of leaseholds and equipment		(7,126	)		(3,135	)		—			—			(10,261	)
		Purchase of leaseholds and equipment JV		—			—			(339	)		—			(339	)
		Businesses acquired		(3,181	)		—			—			—			(3,181	)
		Other		250			—			—			—			250
	Net cash used in investing activities			(10,057	)		(3,135	)		(339	)		—			(13,531	)
	Financing activities:
		Proceeds from long-term borrowings	$	18,100		$	—		$	—		$	—		$	18,100

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	Payments on long-term borrowings	(1,660	)	—	—	—	(1,660	)
	Proceeds from joint venture borrowings	1,281		—	—	—	1,281
	Payments on joint venture Borrowings	(558	)	—	—	—	(558	)
	Payments of debt issuance costs	(319	)	—	—	—	(319	)
Net cash provided by financing activities		16,844		—	—	—	16,844
Effect of exchange rate changes		428		—	—	—	428

Note K. Legal Proceedings

        The Company is subject to various claims and legal proceedings which consist principally of lease and contract disputes and includes litigation with The County of Wayne relating to the management of parking facilities at the Detroit Metropolitan Airport. These claims and legal proceedings are considered routine, and incidental to the Company's business, and in the opinion of management, the ultimate liability with respect to these proceedings and claims will not materially affect the financial position, operations, or liquidity of the Company.

Note L. Quarterly Results (Unaudited)

        The following tables contain selected unaudited Statement of Operations information for each quarter of 2001, 2000 and 1999. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.

	Year Ended December 31, 2001
	Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Revenue	$	60,787		$	58,790		$	62,557		$	61,680
Gross Profit		15,348			13,174			14,426			14,039
Net Loss		(26,933	)		(5,528	)		(1,179	)		(1,814	)

		Year Ended December 31, 2000
		Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Revenue		$	64,207		$	63,117		$	62,067		$	63,091
Gross Profit			15,461			15,137			15,376			14,163
	Net Loss		(6,060	)		(2,311	)		(1,199	)		(1,911	)

	Year Ended December 31, 1999
	Fourth Quarter			Third Quarter			Second Quarter			First Quarter
Revenue	$	63,924		$	60,276		$	62,830		$	60,869
Gross Profit		13,425			14,735			13,675			12,970
Net (Loss) Income		(7,637	)		(1,205	)		(730	)		100

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APCOA/STANDARD PARKING, INC.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)

				Additions
		Balance at Beginning of Year		Charged to and Costs Expenses			Charged to Other Accounts		Deductions(1)			Balance at End of Year
Year ended December 31, 1999:
	Deducted from asset accounts Allowance for doubtful accounts	$	1,743	$	873		$	—	$	(315	)	$	2,301
Year ended December 31, 2000:
	Deducted from asset accounts Allowance for doubtful accounts		2,301		—			482		(727	)		2,056
Year ended December 31, 2001:
	Deducted from asset accounts Allowance for doubtful accounts		2,056		(93	)		—		(675	)		1,288

(1)

Represents uncollectible account written off, net of recoveries.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	APCOA/STANDARD PARKING, INC.
	By:	/s/  JAMES A. WILHELM James A. Wilhelm Director, President and Chief Executive Officer
Date:

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	Director, President and Chief Executive Officer (Principal Executive Officer)	March 27, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial and Accounting Officer)	March 27, 2002
/s/  JOHN V. HOLTEN John V. Holten	Director and Chairman	March 27, 2002
/s/  GUNNAR E. KLINTBERG Gunnar E. Klintberg	Director and Vice President	March 27, 2002
/s/  ROBERT N. SACKS Robert N. Sacks	Executive Vice President, General Counsel and Secretary	March 27, 2002

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INDEX TO EXHIBITS

Exhibit Number	Description	Sequentially Numbered Page
2.1	Combination Agreement, dated as of January 15, 1998, by and between APCOA, Inc. and the Standard Owners (incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-4 (No. 333-50437) filed on April 17, 1998, as amended on June 9, 1998, July 15, 1998, August 11, 1998 and August 14, 1998 (the "Registration Statement")).
3.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement).
3.2	Amended and Restated By-Laws of the Company dated as of December 29, 2000 (incorporated by reference to Exhibit 3.3 to the Company's annual report on Form 10-K filed for December 31, 2000)
3.5	Certificate of designations, preferences and relative, participating, optional and other special rights of qualifications, limitations and restrictions thereof of 18% convertible redeemable Series D preferred stock of the Company dated January 10, 2002.
4.1	Indenture, dated as of March 30, 1998, amended as of July 6, 1998 and September 21, 1998, by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company (incorporated by reference to Exhibit 4.1 to the Registration Statement).
4.2	Form of 91/4% Note (included as Exhibit A to Exhibit 4.1).
4.3	Form of 91/4% Note Guarantee (included as Exhibit D to Exhibit 4.1).
4.4	Supplemental Indenture, dated as of January 12, 1999 by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed for December 31, 1998).
4.5	Supplemental Indenture, dated as of September 21, 1998, among Virginia Parking Service, Inc., the Company, and State Street Bank and Trust Company (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K filed for December 31, 1998).
4.6	Supplemental Indenture, dated as of July 6, 1998, among S&S Parking, Century Parking, Inc. and Sentry Parking Corporation, the Company, and State Street Bank and Trust Company (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K filed for December 31, 1998).

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4.15	Indenture governing the Company's 14% senior subordinated second lien notes due 2006, dated as of January 11, 2002, by and among the Company, the subsidiary guarantors and State Street Bank and Trust Company.
4.16	Form of the Company's 14% senior subordinated second lien note due 2006 (included in Exhibit 4.15 hereto).
4.17	Form of the Company's 14% senior subordinated second lien note guaranteed due 2006 (included in Exhibit 4.15 hereto).
10.1	Registration Rights Agreement, dated as of March 30, 1998, by and among the Company, the Subsidiary Guarantors, Donaldson, Lufkin & Jenrette Securities Corporation and First Chicago Capital Markets, Inc. (incorporated by reference to Exhibit 10.1 to the Registration Statement).
10.2	Credit Agreement, dated as of March 30, 1998, by and among the Company, The First National Bank of Chicago, as Agent and Lender, and the Other Institutions party thereto (incorporated by reference to Exhibit 10.2 to the Registration Statement).
10.3	Stockholders' Agreement, dated as of March 30, 1998, by and among Dosher Partners, L.P., SP Associates and Holberg, AP Holdings and the Company (incorporated by reference to Exhibit 10.3 to the Registration Statement).
10.4	Consent and Joinder to Stockholders' Agreement dated as of October 1, 1998, by and among the Company, Dosher Partners, L.P., SP Associates, Holberg, AP Holdings and Waverly (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K filed by December 31, 1998).
10.5	Stockholders' Agreement, dated as of April 14, 1989, by and among AP Holdings, Holberg and each member of the management of the Company who is a stockholder of AP Holdings (incorporated by reference to Exhibit 10.4 to the Registration Statement).
10.7	Employment Agreement between the Company and Myron C. Warshauer (incorporated by reference to Exhibit 10.6 to the Registration Statement).
10.10	Employment Agreement between the Company and Michael K. Wolf (incorporated by reference to Exhibit 10.12 to the Registration Statement).
10.11	Deferred Compensation Agreement between the Company and Michael K. Wolf (incorporated by reference to Exhibit 10.13 to the Registration Statement).

72

10.12	Company Retirement Plan for Key Executive Officers (incorporated by reference to Exhibit 10.14 to the Registration Statement).
10.13	Consulting Agreement between the Company and Sidney Warshauer (incorporated by reference to Exhibit 10.15 to the Registration Statement).
10.14	Employment Agreement between the Company and James A. Wilhelm (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed for December 31, 1998).
10.16	Letter Agreement between the Company and The First National Bank of Chicago as Agent and Lender, dated March 30, 1999 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K filed for December 31, 1998).
10.17	Employment Agreement between the Company and Steven Warshauer (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K filed for December 30, 1999).
10.22	Second Amendment to Employment Agreement between the Company and Michael K. Wolf dated December 6, 2000. (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10K field for December 31, 2000.
10.23	Employment Agreement between the Company and Herbert W. Anderson Jr. (incorporated by reference to Exhibit 10.10 to the Registration Statement).
10.24	Employment Agreement between the Company and Robert N. Sacks dated May 18, 1998.
10.25	First Amendment to the Employment Agreement between the Company and Robert N. Sacks dated November 7, 2001.
10.26	Employment Agreement between the Company and G. Marc Baumann dated October 9, 2000.
10.27	Amended and Restated Employment Agreement between the Company and G. Marc Baumann dated October 1, 2001.
10.28	Stock option plan between the Company and eligible executives, employees, directors and/or consultants.
10.29	Exchange Agreement by and between the Company and AP Holdings dated March 11, 2002.
10.30	Exchange and Amendment Agreement by and between the Company and Fiducia, Ltd. dated November 20, 2001.

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10.31	Amended and Restated Dealer Manager and Consent Solicitation Agreement between the Company and Credit Suisse First Boston Corporation dated December 19, 2001.
10.32	Stock Option Agreement by and between the Company and Myron C. Warshauer dated March 30, 1998.
10.33	Second Amendment to the Employment Agreement between the Company and James A. Wilhelm dated October 18, 2001.
10.34	Third Amendment to the Employment Agreement between the Company and James A. Wilhelm dated January 31, 2002.
10.35	Consulting Engagement Agreement dated January 11, 2002 between the Company and AP Holdings.
10.36	Consulting Agreement dated October 16, 2001 between the Company and Shoreline Enterprises.
10.37	Amended and Restated Senior Credit Agreement dated January 11, 2002 by and among the Company, the Lenders and LaSalle Bank, N.A., as agent for the Lenders.
10.38	Technical correction of the Amended and Restated Senior Credit Agreement dated February 2, 2002 by and among the Company, the Lenders and LaSalle Bank, N.A., as agent for the Lenders.
21.1	Subsidiaries of the Company.

(b)

Reports on Form 8-K

        On November 6, 2001, the Company filed a Form 8-K under Item 5.

        On November 15, 2001, the Company filed a Form 8-K under Item 9

        On November 21, 2001, the Company filed a Form 8-K under Item 5.

        On December 27, 2001, the Company filed a Form 8-K under Item 5.

74

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SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

ITEM 1. BUSINESS

ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
ITEM 6. SELECTED HISTORICAL FINANCIAL DATA

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

INDEX TO HISTORICAL FINANCIAL STATEMENTS
APCOA/STANDARD PARKING, INC. CONSOLIDATED BALANCE SHEETS (In Thousands, Except for Share Data)
APCOA/STANDARD PARKING, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands)
APCOA/STANDARD PARKING, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (In Thousands, Except for Share Data)
APCOA/STANDARD PARKING, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands)
APCOA/STANDARD PARKING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2001, 2000 and 1999 (In thousands)
APCOA/STANDARD PARKING, INC. SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (In Thousands)
SIGNATURES
INDEX TO EXHIBITS

EX-3.5

      CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
            OPTIONAL AND OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND
              QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF

                                       OF

           18% SENIOR CONVERTIBLE REDEEMABLE SERIES D PREFERRED STOCK

                                       OF

                          APCOA/STANDARD PARKING, INC.

                             ----------------------

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                             ----------------------

               APCOA/Standard Parking, Inc. (the "COMPANY"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "DGCL"), does hereby certify that, pursuant to the provisions of
Section 151 of the DGCL, the Company's Board of Directors has adopted the
following resolution, which resolution remains in full force and effect as of
the date hereof:

               WHEREAS, the Board of Directors of the Company (the "BOARD") is
authorized, within the limitations and restrictions stated in the Company's
Amended and Restated Certificate of Incorporation (the "CERTIFICATE OF
INCORPORATION"), to fix by resolution or resolutions the designation of each
series of Preferred Stock of the Company (the "PREFERRED STOCK") and the powers,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof, including, without limiting
the generality of the foregoing, such provisions as may be desired concerning
voting, redemption, dividends, dissolution or the distribution of assets,
conversion or exchange, and such other subjects or matters as may be fixed by
resolution or resolutions of the Board under the DGCL; and

               WHEREAS, it is the desire of the Board, pursuant to its authority
as aforesaid, to designate and fix the powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations and restrictions of a series of the Preferred Stock and the number
of shares constituting such series.

               NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized
and designated such a series of the Preferred Stock and that the Board hereby
fixes the designations, powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof as herein set forth:

        1.     DESIGNATION. The designation of the series of the Preferred Stock
authorized by this resolution shall be "18% Senior Convertible Redeemable Series
D Preferred Stock" (the "SERIES D STOCK"). The number of shares of Series D
Stock authorized for issuance shall be 17,500, and each such share shall have a
par value of $0.01.



        2.     RANK. The Series D Stock shall, with respect to dividend rights
and rights on liquidation, rank (a) junior to, or on a parity with, as the case
may be, any other series of the Preferred Stock established by the Board, the
terms of which shall specifically provide that such series shall rank senior to,
or on parity with, as the case may be, the Series D Stock with respect to
dividend rights and rights on liquidation, (b) senior to the existing Series C
Preferred Stock of the Company (the "SERIES C STOCK"), and (c) senior to any
other equity securities of the Company, including all classes of Company Common
Stock. (All of such equity securities of the Company to which the Series D Stock
ranks prior, including the Series C Stock and all classes of Company Common
Stock, are at times collectively referred to herein as the "JUNIOR SECURITIES").

        3.     DIVIDENDS. (a) The holders of record of shares of Series D Stock
on the record date specified by the Board at the time such dividend is declared
shall be entitled to receive, when, as and if declared by the Board, to the
extent permitted under the DGCL, preferred dividends cumulative quarterly and
payable on the first day of March, June, September and December (each such day
being a "DIVIDEND PAYMENT DATE"); PROVIDED, that such record date shall not be
more than sixty (60) days nor less than ten (10) days prior to the respective
Dividend Payment Date; PROVIDED, FURTHER, that such dividends may, at the option
of the Board, accrue and accumulate. Each of such dividends shall be fully
cumulative and shall accrue (whether or not declared, whether or not the Company
has earnings or profits, and whether or not there are funds legally available
for the payment of such dividends), without interest, from the first day of each
of March, June, September and December, except that with respect to the first
dividend, such dividend shall accrue from the date of the issuance of the Series
D Stock. The per annum dividend rate on outstanding shares shall be 18% per
share, of which 3% may, at the option of the Board, be paid in cash and the
remaining 15% shall accrue and accumulate until paid; PROVIDED, that the Company
may not pay any portion of such dividend in cash until on or after December 15,
2002. The Company shall take all actions required or permitted under the DGCL to
permit the payment of dividends on the Series D Stock, including, without
limitation, through the revaluation of its assets in accordance with the DGCL,
to make or keep funds legally available for the payment of dividends.

               (b)    (i) All dividends paid with respect to shares of Series D
Stock pursuant to paragraph (3)(a) shall be paid PRO RATA to the holders
entitled thereto. Dividends will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

               (c)    Each fractional share of Series D Stock outstanding shall
be entitled to a ratably proportionate amount of all dividends accruing with
respect to each outstanding share of Series D Stock pursuant to Paragraph (3)(a)
hereof, and all such dividends with respect to such outstanding fractional
shares shall be fully cumulative and shall accrue (whether or not declared)
without interest, and shall be payable in the same manner and at such times as
provided for in Paragraph (3)(a) hereof with respect to dividends on each
outstanding share of Series D Stock.

               (d)    Notwithstanding anything contained herein to the contrary,
no cash dividends on shares of Series D Stock shall be declared by the Board or
paid or set apart for payment by the Company at such time as the terms and
provisions of any agreement of the Company, including any agreement relating to
its indebtedness, specifically prohibits such declaration, payment or setting
apart for payment; PROVIDED, that nothing herein contained shall

                                       -2-


in any way or under any circumstance be construed or deemed to require the Board
to declare, or the Company to pay or set apart for payment, any dividends on
shares of Series D Stock at any time, whether or not permitted by any of such
agreements.

               (e)    If at any time the Company shall have failed to pay all
dividends that have accrued on any outstanding shares of any other series of the
Preferred Stock having cumulative dividend rights ranking prior to or on parity
with the shares of Series D Stock at the times such dividends are payable, no
cash dividend shall be declared by the Board or paid or set apart for payment by
the Company on shares of Series D Stock unless prior to or concurrently with
such declaration, payment or setting apart for payment, all accrued and unpaid
dividends on all outstanding shares of such other series of the Preferred Stock
shall have been or be declared, paid or set apart for payment, without interest;
PROVIDED, that in the event such failure to pay accrued dividends is only with
respect to the outstanding shares of Series D Stock and any outstanding shares
of any other series of the Preferred Stock having cumulative dividend rights on
parity with the shares of Series D Stock, subject to Paragraph 3(d) above, cash
dividends may be declared, paid or set apart for payment, without interest, PRO
RATA on shares of Series D Stock and shares of such other series of the
Preferred Stock so that the amount of any cash dividends declared, paid or set
apart for payment on shares of Series D Stock and shares of such other series of
the Preferred Stock shall in all cases bear to each other the same ratio that,
at the time of such declaration, payment or setting apart for payment, all
accrued but unpaid cash dividends on shares of Series D Stock and shares of such
other series of the Preferred Stock bear to each other. Any dividend not paid
pursuant to Paragraph (3)(a) hereof or this Paragraph (3)(e) shall be fully
cumulative and shall accrue (whether or not declared), without interest, as set
forth in Paragraph (3)(a) hereof.

               (f)    Holders of shares of Series D Stock shall be entitled to
receive the dividends provided for in Paragraph (3)(a) hereof in preference to
and in priority over any dividends upon any of the Junior Securities.

               (g)    So long as any shares of Series D Stock are outstanding,
the Company shall not declare, pay or set apart for payment any dividend on any
of the Junior Securities or any warrants, rights, calls or options exercisable
for any of the Junior Securities, or make any distribution in respect thereof,
either directly or indirectly, and whether in cash, obligations or shares of the
Company or other property (other than pursuant to the conversion rights set
forth herein and other than distributions or dividends in stock to the holders
of such stock), and shall not permit any corporation or other entity directly or
indirectly controlled by the Company to purchase or redeem any of the Junior
Securities or any warrants, rights, calls or options exercisable for any of the
Junior Securities, UNLESS prior to or concurrently with such declaration,
payment, setting apart for payment, purchase or distribution, as the case may
be, all accrued and unpaid cash dividends on shares of Series D Stock not paid
on the dates provided for in Paragraph (3)(a) hereof (including if not paid
pursuant to the terms and conditions of paragraph (3)(a) or Paragraph (3)(e)
hereof) shall have been or be paid; PROVIDED, that the Company may declare
dividends on the Series C Stock and pay such dividends in cash so long as at the
time of each such declaration, all dividends on the Series D Stock shall have
been timely and properly declared; PROVIDED, FURTHER, that nothing herein
contained shall limit or restrict the Company or any corporation or other entity
directly or indirectly controlled by the Company from purchasing, redeeming or
otherwise retiring any securities of the Company, including any Junior
Securities

                                       -3-


and any warrants, rights, calls or options exercisable for any of the Junior
Securities, (I) issued to any individual who was or is an employee or officer of
the Company or any of its subsidiaries, or (II) that are subject to any
stockholders agreement, any agreement providing for put/call rights or any
similar agreement to which the Company or any of its subsidiaries is a party,
which agreement provides for such purchase, redemption or retirement.

               (h)    Subject to the foregoing provisions of this Paragraph 3,
the Board may declare, and the Company may pay or set apart for payment,
dividends and other distributions on any of the Junior Securities, and pay,
purchase or otherwise redeem any of the Junior Securities or any warrants,
rights or options exercisable for any of the Junior Securities, and the holders
of the shares of Series D Stock shall not be entitled to share therein.

        4.     LIQUIDATION PREFERENCE. (a) In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Company, the holders of shares of Series D Stock then outstanding shall be
entitled to be paid out of the assets of the Company available for distribution
to its stockholders an amount in cash equal to ten thousand dollars ($10,000)
for each share outstanding (the "LIQUIDATION AMOUNT") plus an amount in cash
equal to all accrued but unpaid dividends thereon to the date fixed for
liquidation, before any payment shall be made or any assets distributed to the
holders of any of the Junior Securities; PROVIDED, that the holders of
outstanding shares of Series D Stock shall not be entitled to receive such
liquidation payment until the liquidation payments on all outstanding shares of
any other series of the Preferred Stock having liquidation rights ranking prior
to the shares of Series D Stock shall have been paid in full. If the assets of
the Company are not sufficient to pay in full the liquidation payments payable
to the holders of outstanding shares of Series D Stock and any outstanding
shares of any other series of the Preferred Stock having liquidation rights on
parity with the shares of Series D Stock, then the holders of all such shares
shall share ratably in such distribution of assets in accordance with the amount
which would be payable on such distribution if the amounts to which the holders
of outstanding shares of Series D Stock and the holders of outstanding shares of
such other series of the Preferred Stock are entitled were paid in full. The
consolidation or merger of the Company with another entity shall not be deemed a
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Company and shall not give rise to any rights provided for in this
Paragraph 4.

               (b)    The liquidation payment with respect to each fractional
share of Series D Stock outstanding or accrued but unpaid shall be equal to a
ratably proportionate amount of the liquidation payment with respect to each
outstanding share of Series D Stock.

        5.     REDEMPTION. (a) OPTIONAL.

                      (I)    Shares of Series D Stock may be redeemed, in whole
        or from time to time in part, at the election of the Company (the
        "OPTIONAL REDEMPTION"), at a redemption price per share in cash (the
        "REDEMPTION PRICE") equal to 118% of (x) the then-effective Liquidation
        Amount applicable to such share (treating the applicable date of
        redemption as the date of liquidation, dissolution or winding-up for
        such purpose) and (y) all accrued but unpaid dividends thereon.

                                       -4-


                      (II)   Shares of Series D Stock may be redeemed, in whole
        or from time to time in part, at a price per share equal to the
        then-effective Redemption Price at the election of the holder thereof or
        the Company, upon the occurrence of a Change of Control (as defined
        below) (a "CHANGE OF CONTROL REDEMPTION"), in which case the Redemption
        Price shall be paid in cash; PROVIDED, that if, upon the occurrence of a
        Change of Control Redemption, (x) the Company does not have sufficient
        funds available to pay the Redemption Price in cash, and (y) the parties
        to the Credit Agreement have not foreclosed or exercised their right to
        vote the shares of capital stock that have been pledged to such parties
        as collateral under the Credit Agreement, then holders of a majority of
        the shares of Series D Stock shall have the right to appoint a number of
        directors to the Board equal to the then-current number of directors
        plus one, and the Board shall take all action necessary, including
        amending the by-laws of the Company, to ensure that such appointments
        are valid and effective; PROVIDED, FURTHER, that the Company shall not
        be required to make a Change of Control Redemption if such a redemption
        would be prohibited by the terms of the 9-1/4% Notes, the New Notes or
        the Credit Agreement. If the Redemption Price payable in respect of a
        Change of Control Redemption shall not be paid in cash, the Board shall
        promptly declare a special dividend, payable in shares of Series D
        Stock, in an amount equal to the excess of the then-effective Redemption
        Price over the Liquidation Amount.

                      (III)  Upon the occurrence of an IPO (an "IPO
        REDEMPTION"), each share of Series D Stock may, at the election of the
        Company, be redeemed for an amount in cash equal to the then-effective
        Redemption Price.

               (b)    MANDATORY. On June 15, 2008 (the "MANDATORY REDEMPTION
DATE"), the Company shall redeem (subject to the legal availability of funds
therefor) all outstanding shares of Series D Stock at the then-effective
Redemption Price, payable in cash.

               (c)    ALLOCATION. If the Company elects to make an Optional
Redemption, a Change of Control Redemption or an IPO Redemption, the Company may
redeem all or any number of the shares of Series D Stock then outstanding. If
the Company shall elect to redeem less than all of the shares of Series D Stock
then outstanding, the Company shall determine the number of shares of Series D
Stock to be redeemed and shall redeem from each holder a number of shares of
Series D Stock equal to the product of (i) the number of shares of Series D
Stock held by such holder multiplied by (ii) a fraction, the numerator of which
shall be the number of shares of Series D Stock included in such redemption by
the Company and the denominator of which shall be the total number of shares of
Series D Stock then outstanding.

                                       -5-


        6.     CONVERSION. If, upon the occurrence of an IPO, the Company does
not redeem shares of Series D Stock pursuant to Paragraph 5(a)(III), at the
election of the Company or, if the Company does not make such an election, at
the election of the holder thereof, all of such holder's shares of Series D
Stock shall be converted into a number of shares of Company Common Stock equal
to the quotient of the then-effective Redemption Price divided by the price per
share at which shares of Company Common Stock are sold in such IPO (a
"CONVERSION").

        7.     PROCEDURE FOR REDEMPTION AND CONVERSION.

               (a)    REDEMPTION.

                      (I)    In the event the Company shall redeem shares of
        Series D Stock, notice of such redemption shall be given by first class
        mail, postage prepaid, mailed not less than 30 days nor more than 60
        days prior to the redemption date, to each holder of record of the
        shares to be redeemed, at such holder's address as the same appears on
        the stock register of the Company. Each such notice shall state: (v) the
        redemption date; (w) the number of shares of Series D Stock to be
        redeemed and, if less than all the shares held by such holder are to be
        redeemed, the number of shares to be redeemed from such holder; (x) the
        Redemption Price; (y) the place or places where certificates for such
        shares are to be surrendered for payment of the Redemption Price; and
        (z) that dividends on the shares to be redeemed will cease to accrue on
        such redemption date.

                      (II)   Notice having been mailed as aforesaid, from and
        after the redemption date (unless default shall be made by the Company
        in providing money for the payment of the redemption price of the shares
        called for redemption) dividends on the shares of Series D Stock so
        called for redemption shall cease to accrue, and said shares shall no
        longer be deemed to be outstanding, and all rights of the holders
        thereof as stockholders of the Company (except the right to receive from
        the Company the Redemption Price) shall cease. Upon surrender in
        accordance with said notice of the certificates for any shares so
        redeemed (properly endorsed or assigned for transfer, if the Board shall
        so require and the notice shall so state), such shares shall be redeemed
        by the Company at the redemption price aforesaid. In case fewer than all
        the shares represented by any such certificate are redeemed, a new
        certificate shall be issued representing the unredeemed shares without
        cost to the holder thereof.

               (b)    CONVERSION.

                      (I)    In the event the Company or the holder thereof
        shall elect to convert shares of Series D Stock in connection with an
        IPO, notice of such Conversion shall be given by the party making such
        election by first class mail, postage prepaid, mailed not less than 30
        days nor more than 60 days prior to the Conversion date, to (i) each
        holder of record of the shares to be converted, at such holder's address
        as the same appears on the stock register of the Company, if the Company
        shall be the party electing to convert shares, or (ii) to the Company,
        if a holder shall be the party electing to convert shares. Each such
        notice shall state: (v) the Conversion date; (w) the number of shares of
        Series D Stock to be converted; (x) the Redemption Price; (y) the place
        or places where certificates for such shares are to be surrendered for
        Conversion of such shares;

                                       -6-


        and (z) that dividends on the shares to be converted will cease to
        accrue on such Conversion date.

                      (II)   Notice having been mailed as aforesaid, from and
        after the Conversion date dividends on the shares of Series D Stock so
        called for conversion shall cease to accrue, and said shares shall no
        longer be deemed to be outstanding, and all rights of the holders
        thereof as holders of Series D Stock the Company (except the right to
        receive from the Company the number of shares of Company Common Stock
        applicable to such Conversion) shall cease. Upon surrender in accordance
        with said notice of the certificates for any shares so converted
        (properly endorsed or assigned for transfer, if the Board shall so
        require and the notice shall so state), a new certificate for the shares
        of Company Common Stock into which such shares of Series D Stock are
        converted shall be issued.

        8.     VOTING RIGHTS.

               (a)    The holders of record of Series D Stock shall not be
entitled to any voting rights except as hereinafter provided in this
Paragraph 8.

               (b)    So long as any shares of Series D Stock are outstanding,
the Company will not, without the affirmative vote or consent at an annual or
special meeting of its stockholders of at least a majority of the outstanding
shares of Series D Stock (excluding treasury shares and shares held by
Subsidiaries of the Company) voting as a separate class, create any class or
series of shares ranking senior to the Series D Stock either as to dividends or
upon liquidation, or amend, alter or repeal (whether by merger, consolidation or
otherwise) the Certificate of Incorporation to affect adversely the voting
powers (except as such powers may be limited by the voting rights given to
additional shares of any class), rights or preferences of the Series D Stock.

               (c)    At any annual or special meeting of the stockholders of
the Company at which a matter is submitted to the holders of Series D Stock,
each holder shall be entitled to one vote per share of Series D Stock.

        9.     CERTAIN ADDITIONAL PROVISIONS. The Company shall comply with each
of the covenants set forth below. If at any time the Company breaches any of
such covenants (an "EVENT OF DEFAULT"), holders of a majority of the shares of
Series D Stock shall have the right to appoint one (1) director to the Board and
the Board shall take all action necessary, including amending the by-laws of the
Company, to ensure that such appointment is valid and effective.

               (a)    LIMITATION ON ISSUANCES OF CAPITAL STOCK OF WHOLLY OWNED
RESTRICTED SUBSIDIARIES. The Company (i) shall not, and shall not permit any
Wholly Owned Restricted Subsidiary of the Company to, transfer, convey, sell,
lease or otherwise dispose of any Capital Stock of any Wholly Owned Subsidiary
of the Company to any Person (other than the Company or a Wholly Owned
Restricted Subsidiary of the Company), unless (A) such transfer, conveyance,
sale, lease or other disposition is of all the Capital Stock of such Wholly
Owned Restricted Subsidiary, and (B) the cash Net Proceeds from such transfer,
conveyance, sale, lease or other disposition are applied in accordance with
Paragraph 9(g) of this Certificate of Designation, and (ii) will not permit any
Wholly Owned Restricted Subsidiary of the Company to issue any of its

                                       -7-


Equity Interests (other than, if necessary, shares of its Capital Stock
constituting directors' qualifying shares) to any Person other than to the
Company or a Wholly Owned Restricted Subsidiary of the Company.

               (b)    BUSINESS ACTIVITIES. The Company shall not, and shall not
permit any Restricted Subsidiary to, engage in any business other than Permitted
Businesses, except to such extent as would not be material to the Company and
its Restricted Subsidiaries taken as a whole.

               (c)    RESTRICTED PAYMENTS.

                      (i)    From and after the date of the first issuance of
Series D Stock the Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

                      (A)    declare or pay any dividend or make any other
        payment or distribution on account of the Company's or any of its
        Restricted Subsidiaries' Equity Interests (including, without
        limitation, any payment in connection with any merger or consolidation
        involving the Company) or to the direct or indirect holders of the
        Company's or any of its Restricted Subsidiaries' Equity Interests in
        their capacity as such (other than dividends or distributions payable in
        Equity Interests (other than Disqualified Stock) of the Company);

                      (B)    purchase, redeem or otherwise acquire or retire for
        value (including without limitation, in connection with any merger or
        consolidation involving the Company) any Equity Interests of the Company
        or any direct or indirect parent of the Company;

                      (C)    make any payment on or with respect to, or
        purchase, redeem, defease or otherwise acquire or retire for value any
        Indebtedness that is PARI PASSU with or subordinated to the 9-1/4% Notes
        (other than the 9-1/4% Notes), except a payment of interest or principal
        at Stated Maturity; or

                      (D)    make any Restricted Investment (all such payments
        and other actions set forth in these clauses (A) through (D) above being
        collectively referred to as "RESTRICTED PAYMENTS"),

unless, at the time of and after giving effect to such Restricted Payment:

                      (A)    no Event of Default would occur as a consequence
        thereof;

                      (B)    the Company would, at the time of such Restricted
        Payment and after giving pro forma effect thereto as if such Restricted
        Payment had been made at the beginning of the applicable four-quarter
        period, have been permitted to incur at least $1.00 of additional
        Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
        in Paragraph 9(e) hereof; and

                      (C)    such Restricted Payment, together with the
        aggregate amount of all other Restricted Payments made by the Company
        and its Subsidiaries after the date of the

                                       -8-


        first issuance of Series D Stock (excluding Restricted Payments
        permitted by clauses (B) and (C) of paragraph (ii) below), is less than
        the sum of:

                             (1)  50% of the Consolidated Net Income of the
               Company for the period (taken as one accounting period) from the
               beginning of the first fiscal quarter commencing after the date
               of the first issuance of Series D Stock to the end of the
               Company's most recently ended fiscal quarter for which internal
               financial statements are available at the time of such Restricted
               Payment (or, if such Consolidated Net Income for such period is a
               deficit, less 100% of such deficit), plus

                             (2)  100% of the aggregate net cash proceeds
               received by the Company from the issue or sale since the date of
               the first issuance of Series D Stock of Equity Interests of the
               Company (other than Disqualified Stock) or of Disqualified Stock
               or debt securities of the Company that have been converted into
               such Equity Interests (other than Equity Interests (or
               Disqualified Stock or convertible debt securities) sold to a
               Subsidiary of the Company and other than Disqualified Stock or
               convertible debt securities that have been converted into
               Disqualified Stock), plus

                             (3)  to the extent that any Restricted Investment
               that was made after the date of the first issuance of Series D
               Stock is sold for cash or otherwise liquidated or repaid for
               cash, the lesser of (x) the cash return of capital with respect
               to such Restricted Investment (less the cost of disposition, if
               any) and (y) the initial amount of such Restricted Investment,
               plus

                             (4)  if any Unrestricted Subsidiary (x) is
               redesignated as a Restricted Subsidiary, the fair market value of
               such redesignated Subsidiary (as determined in good faith by the
               Board) as of the date of its redesignation or (y) pays any cash
               dividends or cash distributions to the Company or any of its
               Restricted Subsidiaries, 50% of any such cash dividends or cash
               distributions made after the date of the first issuance of Series
               D Stock.

               (ii)   The foregoing provisions will not prohibit:

                      (A)    the payment of any dividend within 60 days after
               the date of declaration thereof, if at said date of declaration
               such payment would have complied with the provisions of this
               Certificate of Designation;

                      (B)    the redemption, repurchase, retirement, defeasance
               or other acquisition of any PARI PASSU or subordinated
               Indebtedness or Equity Interests of the Company in exchange for,
               or out of the net cash proceeds of the substantially concurrent
               sale or issuance (other than to a Restricted Subsidiary of the
               Company) of, other Equity Interests of the Company (other than
               any Disqualified Stock);

                      (C)    the defeasance, redemption, repurchase or other
               acquisition of PARI PASSU or subordinated Indebtedness with the
               net cash proceeds from an incurrence of Permitted Refinancing
               Indebtedness;

                                       -9-


                      (D)    the payment of any dividend by a Restricted
               Subsidiary of the Company to the holders of its Equity Interests
               on a PRO RATA basis;

                      (E)    Investments in any Person (other than the Company
               or a Wholly Owned Restricted Subsidiary) engaged in a Permitted
               Business in an amount taken together with all other Investments
               made pursuant to this clause (E) that are at that time
               outstanding not to exceed $5.0 million;

                      (F)    other Investments in Unrestricted Subsidiaries
               having an aggregate fair market value, taken together with all
               other Investments made pursuant to this clause (F) that are at
               that time outstanding, not to exceed $2.0 million;

                      (G)    the repurchase, redemption or other acquisition or
               retirement for value of any Equity Interests of Holdings or the
               Company held by any member of Holdings' or the Company's (or any
               of their Restricted Subsidiaries') management pursuant to any
               management equity subscription agreement or stock option
               agreement or in connection with the termination of employment of
               any employees or management of Holdings or the Company or their
               Subsidiaries; PROVIDED, that the aggregate price paid for all
               such repurchased, redeemed, acquired or retired Equity Interests
               shall not exceed $2.0 million in the aggregate plus the aggregate
               cash proceeds received by Holdings or the Company after the date
               of the first issuance of Series D Stock from any reissuance of
               Equity Interests by Holdings or the Company to members of
               management of Holdings or the Company and their Restricted
               Subsidiaries; and

                      (I)    other Restricted Payments in an aggregate amount
               not to exceed $10.0 million.

               The Board may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause an Event of Default;
PROVIDED, that in no event shall the business currently operated by any
Subsidiary Guarantor be transferred to or held by an Unrestricted Subsidiary.
For purposes of making such determination, all outstanding Investments by the
Company and its Restricted Subsidiaries (except to the extent repaid in cash) in
the Subsidiary so designated will be deemed to be Restricted Payments at the
time of such designation and will reduce the amount available for Restricted
Payments under clause (i) of this Paragraph 9(c). All such outstanding
Investments will be deemed to constitute Investments in an amount equal to the
fair market value of such Investments at the time of such designation (as
determined in good faith by the Board). Such designation will only be permitted
if such Restricted Payment would be permitted at such time and if such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

               The amount of all Restricted Payments (other than cash) shall be
the fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment shall be determined in good
faith by the Board, such determination to be based upon an opinion or

                                      -10-


appraisal issued by an accounting, appraisal or investment banking firm of
national standing if such fair market value exceeds $10.0 million.

               (d)    DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
RESTRICTED SUBSIDIARIES.

                      (i)    The Company  shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any encumbrance or restriction on
the ability of any Restricted Subsidiary to:

                             (A)  (1) pay dividends or make any other
               distributions to the Company or any of its Restricted
               Subsidiaries (x) on its Capital Stock or (y) with respect to any
               other interest or participation in, or measured by, its profits,
               or (2) pay any indebtedness owed to the Company or any of its
               Restricted Subsidiaries;

                             (B)  make loans or advances to the Company or any
               of its Restricted Subsidiaries; or

                             (C)  transfer any of its properties or assets to
               the Company or any of its Restricted Subsidiaries.

                      (ii)   The encumbrances and restrictions in Paragraph
9(d)(i) will not apply to encumbrances or restrictions existing under or by
reason of:

                      (A)    Existing Indebtedness as in effect on the date of
               the first issuance of Series D Stock;

                      (B)    the Credit Agreement as in effect as of the date of
               the first issuance of Series D Stock, and any amendments,
               modifications, restatements, renewals, increases, supplements,
               refundings, replacements or refinancings thereof; PROVIDED, that
               such amendments, modifications, restatements, renewals,
               increases, supplements, refundings, replacement or refinancings
               are no more restrictive in the aggregate (as determined by the
               Credit Agent in good faith) with respect to such dividend and
               other payment restrictions than those contained in the Credit
               Agreement as in effect on the date of the first issuance of
               Series D Stock;

                      (C)    the Indenture, the 9-1/4% Notes, the New Indenture
               or the New Notes;

                      (D)    any applicable law, rule, regulation or order;

                      (E)    any instrument governing Indebtedness or Capital
               Stock of a Person acquired by the Company or any of its
               Restricted Subsidiaries as in effect at the time of such
               acquisition (except to the extent such Indebtedness was incurred
               in connection with or in contemplation of such acquisition),
               which encumbrance or restriction is not applicable to any Person,
               or the properties or assets of any Person, other than the Person,
               or the property or assets of the Person,

                                      -11-


               so acquired; PROVIDED, that in the case of Indebtedness, such
               Indebtedness was permitted by the terms of this Certificate of
               Designation to be incurred;

                      (F)    by reason of customary non-assignment provisions in
               leases entered into in the ordinary course of business and
               consistent with past practices;

                      (G)    purchase money obligations for property acquired in
               the ordinary course of business that impose restrictions of the
               nature described in clause (C) of Paragraph 9(d)(i) above on the
               property so acquired;

                      (H)    Permitted Refinancing Indebtedness; PROVIDED, that
               the material restrictions contained in the agreements governing
               such Permitted Refinancing Indebtedness are no more restrictive
               than those contained in the agreements governing the Indebtedness
               being refinanced;

                      (I)    contracts for the sale of assets, including without
               limitation customary restrictions with respect to a Subsidiary
               pursuant to an agreement that has been entered into for the sale
               or disposition of all or substantially all of the Capital Stock
               or assets of such Subsidiary; and

                      (J)    restrictions on cash or other deposits or net worth
               imposed by customers under contracts entered into in the ordinary
               course of business.

               (e)    INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED
STOCK.

                      (i)    The Company shall not, and shall not permit any of
        its Subsidiaries to, directly or indirectly, create, incur, issue,
        assume, guarantee or otherwise become directly or indirectly liable,
        contingently or otherwise, with respect to (collectively, "INCUR") any
        Indebtedness (including Acquired Debt), and the Company will not issue
        any Disqualified Stock and will not permit any of its Subsidiaries to
        issue any shares of preferred stock; PROVIDED, that the Company may
        incur Indebtedness (including Acquired Debt) or issue shares of
        Disqualified Stock, if the Fixed Charge Coverage Ratio for the Company's
        most recently ended four full fiscal quarters for which internal
        financial statements are available immediately preceding the date on
        which such additional Indebtedness is incurred or such Disqualified
        Stock is issued would have been at least 2.0 to 1, determined on a pro
        forma basis (including a pro forma application of the net proceeds
        therefrom), as if the additional Indebtedness had been incurred, or the
        Disqualified Stock had been issued, as the case may be, at the beginning
        of such four-quarter period.

                      (ii)   The provisions of Paragraph 9(e)(i) will not apply
        the incurrence of any of the following items of Indebtedness
        (collectively, "PERMITTED DEBT"):

                      (A)    the incurrence by the Company of additional
               Indebtedness and letters of credit pursuant to the Credit
               Agreement in an aggregate principal amount at any one time
               outstanding under this clause (A) (with letters of credit being
               deemed to have a principal amount equal to the maximum potential
               liability of the Company and its Subsidiaries thereunder) not to
               exceed $40.0 million less

                                      -12-


               the aggregate amount of all Net Proceeds of Asset Sales applied
               to permanently repay Indebtedness under the Credit Agreement
               pursuant to the covenant described in Paragraph 9(g);

                      (B)    the incurrence by the Company and its Restricted
               Subsidiaries of the Existing Indebtedness;

                      (C)    the incurrence by the Company and the Subsidiary
               Guarantors of Indebtedness represented by the 9-1/4% Notes, the
               New Notes, the Note Guarantees and the New Note Guarantees,
               respectively;

                      (D)    the incurrence by the Company or any of its
               Restricted Subsidiaries of Indebtedness represented by Capital
               Lease Obligations, mortgage financings or purchase money
               obligations, in each case incurred for the purpose of financing
               all or any part of the purchase price or cost of construction or
               improvement of property, plant or equipment used in the business
               of the Company or such Restricted Subsidiary (whether through the
               direct purchase of assets or the Capital Stock of any Person
               owning such assets), in an aggregate principal amount not to
               exceed $7.5 million;

                      (E)    the incurrence by the Company or any of its
               Restricted Subsidiaries of Indebtedness in connection with the
               acquisition of assets or a new Restricted Subsidiary; PROVIDED,
               that such Indebtedness was incurred by the prior owner of such
               assets or such Restricted Subsidiary prior to such acquisition by
               the Company or one of its Subsidiaries and was not incurred in
               connection with, or in contemplation of, such acquisition by the
               Company or one of its Subsidiaries; PROVIDED, FURTHER, that the
               principal amount (or accreted value, as applicable) of such
               Indebtedness, together with any other outstanding Indebtedness
               incurred pursuant to this clause (E), does not exceed $5.0
               million;

                      (F)    the incurrence by the Company or any of its
               Restricted Subsidiaries of Permitted Refinancing Indebtedness in
               exchange for, or the net proceeds of which are used to refund,
               refinance or replace Indebtedness that was permitted to be
               incurred under Paragraph 9(e)(i) or clause (A), (B), (C), (D),
               (E) or (O) of this Paragraph 9(e)(ii);

                      (G)    the incurrence by the Company or any of its
               Restricted Subsidiaries of intercompany Indebtedness between or
               among the Company and any of its Wholly Owned Restricted
               Subsidiaries; PROVIDED, that:

                             (x)  if the Company is the obligor on such
                      Indebtedness and the payee is not a Subsidiary Guarantor,
                      such Indebtedness is expressly subordinated to the prior
                      payment in full in cash of all Obligations with respect to
                      the 9-1/4% Notes; and

                             (y) (I) any subsequent issuance or transfer of
                      Equity Interests that results in any such Indebtedness
                      being held by a Person other than the Company or a Wholly
                      Owned Restricted Subsidiary, and (II) any sale or

                                      -13-


                      other transfer of any such Indebtedness to a Person that
                      is not either the Company or a Wholly Owned Restricted
                      Subsidiary shall be deemed, in each case, to constitute an
                      incurrence of such Indebtedness by the Company or such
                      Restricted Subsidiary, as the case may be;

                      (H)    the incurrence by the Company or any of its
               Restricted Subsidiaries of Hedging Obligations that are incurred
               for the purpose of fixing or hedging currency risk or interest
               rate risk with respect to any floating rate Indebtedness that is
               permitted by the terms of this Certificate of Designation to be
               outstanding;

                      (I)    the guarantee by the Company or any of its
               Restricted Subsidiaries of Indebtedness of the Company or a
               Restricted Subsidiary of the Company that was permitted to be
               incurred by another provision of this covenant;

                      (J)    the incurrence by the Company's Unrestricted
               Subsidiaries of Non-Recourse Debt; PROVIDED, that if any such
               Indebtedness ceases to be Non-Recourse Debt of an Unrestricted
               Subsidiary, such event shall be deemed to constitute an
               incurrence of Indebtedness by a Restricted Subsidiary of the
               Company that was not permitted by this clause (J);

                      (K)    Indebtedness incurred by the Company or any of its
               Restricted Subsidiaries constituting reimbursement obligations
               with respect to letters of credit issued in the ordinary course
               of business, including without limitation to letters of credit in
               respect to workers' compensation claims or self-insurance, surety
               bonds or other Indebtedness with respect to reimbursement type
               obligations regarding workers' compensation claims; PROVIDED,
               that upon the drawing of such letters of credit or the incurrence
               of such Indebtedness, such obligations are reimbursed within 30
               days following such drawing or incurrence;

                      (L)    Indebtedness arising from agreements of the Company
               or a Restricted Subsidiary providing for indemnification,
               adjustment of purchase price or similar obligations, in each
               case, incurred or assumed in connection with the disposition of
               any business, asset or Subsidiary, other than guarantees of
               Indebtedness incurred by any Person acquiring all or any portion
               of such business, assets or Subsidiary for the purpose of
               financing such acquisition; PROVIDED, that the maximum aggregate
               liability of all such Indebtedness shall at no time exceed 50% of
               the gross proceeds actually received by the Company;

                      (M)    obligations in respect of performance and surety
               bonds and completion guarantees provided by the Company or any
               Restricted Subsidiary in the ordinary course of business;

                      (N)    guarantees  incurred in the  ordinary  course of
               business in an aggregate principal amount not to exceed $5.0
               million; and

                      (O)    the issuance by the Company or any of its
               Restricted Subsidiaries of Disqualified Stock and/or the
               incurrence by the Company or any of its

                                      -14-


               Restricted Subsidiaries of additional Indebtedness, including
               Attributable Debt incurred after the date of the first issuance
               of Series D Stock, in an aggregate principal amount (or accreted
               value, as applicable) at any time outstanding, including all
               Permitted Refinancing Indebtedness incurred to refund, refinance
               or replace any other Disqualified Stock or Indebtedness incurred
               pursuant to this clause (O), not to exceed $25.0 million (which
               amount may but need not be incurred, in whole or in part, in
               clause (A) above).

               For purposes of determining compliance with this Paragraph 9(e),
in the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Debt described in clauses (A) through (O) above or
is entitled to be incurred pursuant to Paragraph 9(e)(i), the Company shall, in
its sole discretion, classify such item of Indebtedness in any manner that
complies with this Paragraph 9(e) and such item of Indebtedness will be treated
as having been incurred pursuant to only one of such clauses or pursuant to
Paragraph 9(e)(i). The incurrence of Indebtedness pursuant to Paragraph 9(e)(i)
described above shall not be classified as any of the items in clauses (A)
through (O) above. Accrual of interest and the accretion of accreted value shall
not be deemed to be an incurrence of Indebtedness for purposes of this covenant.

               (f)    TRANSACTIONS WITH AFFILIATES.

                      (i)    The  Company  shall not,  and shall not  permit any
of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer
or otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION"),
unless such Affiliate Transaction is on terms that are no less favorable to the
Company or the relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person.

                      (ii)   The following items will not be deemed to be
Affiliate Transactions and, therefore, will not be subject to the provisions of
Paragraph 9(f)(i):

                             (A)  any employment agreement entered into by the
               Company or any of its Restricted Subsidiaries in the ordinary
               course of business and consistent with the past practice of the
               Company or such Restricted Subsidiary;

                             (B)  transactions between or among the Company
               and/or its Restricted Subsidiaries;

                             (C)  Permitted  Investments  and  Restricted
               Payments that are permitted by Paragraph 9(c) hereof;

                             (D)  customary loans, advances, fees and
               compensation paid to, and indemnity provided on behalf of,
               officers, directors, employees or consultants of the Company or
               any of its Restricted Subsidiaries;

                             (E)  annual management fees paid to Holdings,
               Steamboat and their affiliates and successor entities not to
               exceed $5.0 million in any one year;

                                      -15-


                             (F)  transactions pursuant to any contract or
               agreement in effect on the date of the first issuance of Series D
               Stock, as the same may be amended, modified or replaced from time
               to time so long as any such amendment, modification or
               replacement is no less favorable to the Company and its
               Restricted Subsidiaries than the contract or agreement as in
               effect on the date of the first issuance of Series D Stock or is
               approved by a majority of the disinterested directors of
               Holdings;

                             (G)  transactions between the Company or its
               Restricted Subsidiaries on the one hand, and Holdings, Steamboat
               and their affiliates and successor entities on the other hand,
               involving the procuring or provision of financial or advisory
               services by Holdings, Steamboat and their affiliates and
               successor entities; PROVIDED, that fees and expenses payable to
               Holdings, Steamboat and their affiliates and successor entities
               do not exceed the usual and customary fees and expenses or
               similar services; and

                             (H)  the insurance arrangements between Holdings
               and its Subsidiaries and an Affiliate of Holberg, Holdings or
               Steamboat that are not less favorable to the Company or any of
               its Subsidiaries than those that are in effect on the date of the
               first issuance of Series D Stock; PROVIDED, that such
               arrangements are conducted in the ordinary course of business
               consistent with past practices.

               (g)    ASSET SALES. The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

                      (i)    the Company (or the Restricted Subsidiary, as the
        case may be) receives consideration at the time of such Asset Sale at
        least equal to the fair market value of the assets or Equity Interests
        issued or sold or otherwise disposed of; and

                      (ii)   at least 80% of the consideration therefor received
        by the Company on such Restricted Subsidiary is in the form of cash;
        PROVIDED, that the amount of:

                      (A)    any liabilities (as shown on the Company's or such
               Restricted Subsidiary's most recent balance sheet) of the Company
               or any Restricted Subsidiary (other than contingent liabilities
               and liabilities that are by their terms subordinated to the
               9-1/4% Notes or any guarantee thereof) that are assumed by the
               transferee of any such assets pursuant to a customary novation
               agreement that releases the Company or such Restricted Subsidiary
               from further liability; and

                      (B)    any securities, notes or other obligations received
               by the Company or any such Restricted Subsidiary from such
               transferee that are converted by the Company or such Restricted
               Subsidiary into cash within 180 days (to the extent of the cash
               received), shall be deemed to be cash for purposes of this
               provision.

        Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds, at its option:

                                      -16-


               (x)    to repay permanently Senior Debt, (and to correspondingly
        reduce commitments with respect thereto in the case of revolving
        borrowings), or

               (y)    to the acquisition of a controlling interest in another
        business, the making of a capital expenditure or the acquisition of
        other long-term assets and parking facility agreements, in each case, in
        a Permitted Business.

        Pending the final application of any such Net Proceeds, the Company may
temporarily reduce the revolving Indebtedness under the Credit Agreement or
otherwise invest such Net Proceeds in any manner that is not prohibited by the
terms of the Indenture.

               10.    DEFINITIONS.  For  purposes  of this  Certificate  of
Designation, the following terms shall have the respective meaning set forth
below:

               "9-1/4% NOTES" shall mean the 9-1/4% Senior Subordinated Notes
due 2008 of the Company, as amended.

               "ACQUIRED DEBT" shall mean, with respect to any specified Person
(i) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a
Subsidiary of, such specified Person; and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

               "AFFILIATE" of any specified Person shall mean any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control," (including, with correlative meanings, the terms, "controlling,"
"controlled by" and "under common control with") as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
PROVIDED, that beneficial ownership of 10% or more of the voting securities of a
Person shall be deemed to be control.

               "AGENT" shall mean any registrar, paying agent or co-registrar.

               "ASSET SALE" shall mean:

        (i)    the sale, lease, conveyance or other disposition of any assets or
               rights (including, without limitation, by way of a sale and
               leaseback) other than sales of inventory in the ordinary course
               of business consistent with past practices; and

        (ii)   the issuance or sale of Equity Interests by any of the Company's
               Restricted Subsidiaries.

               Notwithstanding the preceding, none of the following items will
be deemed to be an Asset Sale:

                                      -17-


        (i)    any single transaction or series of related transactions that
               involves assets having a fair market value, or for net proceeds,
               of less than $3.0 million;

        (ii)   a transfer of assets between or among the Company and its Wholly
               Owned Restricted Subsidiaries;

        (iii)  an issuance of Equity Interests by a Restricted Subsidiary to the
               Company, Holdings or to another Wholly Owned Subsidiary; and

        (iv)   a Restricted Payment or Permitted Investment that is permitted by
               Paragraph 9(c) hereof.

               "ATTRIBUTABLE DEBT" in respect of a sale and leaseback
transaction shall mean, at the time of determination, the present value
(discounted at the rate of interest implicit in such transaction, determined in
accordance with GAAP) of the obligation of the lessee for net rental payments
during the remaining term of the lease included in such sale and leaseback
transaction (including any period for which such lease has been extended or may,
at the option of the lessor, be extended).

               "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal
or state law for the relief of debtors.

               "BOARD OF DIRECTORS" shall mean (i) with respect to a
corporation, the board of directors of the corporation; (ii) with respect to a
partnership, the Board of Directors of the general partner of the partnership;
and (iii) with respect to any other Person, the board or committee of such
Person serving a similar function.

               "CAPITAL LEASE OBLIGATION" shall mean, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized on a balance
sheet in accordance with GAAP.

               "CAPITAL STOCK" shall mean (i) in the case of a corporation,
corporate stock; (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited); and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

               "CASH EQUIVALENTS" shall mean

               (i)    United States dollars;

               (ii)   securities issued or directly and fully guaranteed or
                      insured by the United States government or any agency or
                      instrumentality thereof having maturities of not more than
                      six months from the date of acquisition;

               (iii)  certificates of deposit and eurodollar time deposits with
                      maturities of six months or less from the date of
                      acquisition, bankers' acceptances with

                                      -18-


                      maturities not exceeding six months and overnight bank
                      deposits, in each case, with any lender party to the
                      Credit Agreement or with any domestic commercial bank
                      having capital and surplus in excess of $500.0 million and
                      a Thomson Bank Watch Rating of "B" or better;

               (iv)   repurchase obligations with a term of not more than seven
                      days for underlying securities of the types described in
                      clauses (ii) and (iii) above entered into with any
                      financial institution meeting the qualifications specified
                      in clause (iii) above; and

               (v)    commercial paper having the highest rating obtainable from
                      Moody's Investors Service, Inc. or Standard & Poor's
                      Corporation and, in each case, maturing within six months
                      after the date of acquisition.

               "CHANGE OF CONTROL" shall mean the occurrence of any of the
following: (i) the sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of Holdings and its
Subsidiaries or of the Company and its Subsidiaries, in each case, taken as a
whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange
Act) other than the Principals or their Related Parties and Permitted Holders,
(ii) the adoption of a plan relating to the liquidation or dissolution of
Holdings or the Company, (iii) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that any
"person" (as defined above), other than the Principals and their Related Parties
and Permitted Holders, becomes the "beneficial owner" (as such term is defined
in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a person shall
be deemed to have "beneficial ownership" of all securities that such person has
the right to acquire, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition), directly or
indirectly, of more than 50% of the Voting Stock of Holdings or the Company
(measured by voting power rather than number of shares), (iv) the first day on
which a majority of the members of the Board are not Continuing Directors or (v)
Holdings or the Company consolidates with, or merges with or into, any Person or
sells, assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates with,
or merges with or into, Holdings or the Company, in any such event pursuant to a
transaction in which any of the outstanding Voting Stock of Holdings or the
Company is converted into or exchanged for cash, securities or other property,
other than any such transaction where the Voting Stock of Holdings or the
Company outstanding immediately prior to such transaction is converted into or
exchanged for Voting Stock (other than Disqualified Stock) of the surviving or
transferee Person constituting a majority of the outstanding shares of such
Voting Stock of such surviving or transferee Person (immediately after giving
effect to such issuance).

               "COMPANY COMMON STOCK" shall mean the shares of common stock, par
value $0.01, of the Company.

               "CONSOLIDATED NET INCOME" shall mean, with respect to any
specified Person for any period, the aggregate of the Net Income of such Person
and its Restricted Subsidiaries for such period, on a consolidated basis,
determined in accordance with GAAP; PROVIDED, that:

                                      -19-


        (i)    the Net Income (but not loss) of any Person that is not a
               Restricted Subsidiary or that is accounted for by the equity
               method of accounting will be included only to the extent of the
               amount of dividends or distributions paid in cash to the
               specified Person or a Wholly Owned Restricted Subsidiary of the
               Person;

        (ii)   the Net Income of any Restricted Subsidiary will be excluded to
               the extent that the declaration or payment of dividends or
               similar distributions by that Restricted Subsidiary of that Net
               Income is not at the date of determination permitted without any
               prior governmental approval (that has not been obtained) or,
               directly or indirectly, by operation of the terms of its charter
               or any agreement, instrument, judgment, decree, order, statute,
               rule or governmental regulation applicable to that Subsidiary or
               its stockholders;

        (iii)  the Net Income of any Person acquired in a pooling of interests
               transaction for any period prior to the date of such acquisition
               will be excluded;

        (iv)   the cumulative effect of a change in accounting principles will
               be excluded; and

        (v)    the Net Income of any Unrestricted Subsidiary will be excluded,
               whether or not distributed to the Company or one of its
               Restricted Subsidiaries for purposes of Paragraph 9(e) of this
               Certificate of Designation.

               "CONTINUING DIRECTORS" shall mean, as of any date of
determination, any member of the board of directors of such Person who (a) was a
member of such board of directors on the date of the first issuance of Series D
Stock or (b) was nominated for election or elected to such board of directors
with the approval of a majority of the Continuing Directors who were members of
such board at the time of such nomination or election.

               "CREDIT AGENT" shall mean LaSalle Bank National Association, in
its capacity as Agent for the lenders party to the Credit Agreement or any
successor thereto or any person otherwise appointed.

               "CREDIT AGREEMENT" shall mean that certain Credit Agreement,
dated as of January 11, 2002, by and among the Company and LaSalle Bank National
Association as Agent, LaSalle Bank National Association and Bank One, N.A.,
together with all related agreements, instruments and documents executed or
delivered pursuant thereto at any time, in each case as such agreements,
instruments and documents may be amended, restated, modified or supplemented and
in effect from time to time, including any agreements, instruments or documents
extending the maturity of, refinancing, replacing or otherwise restructuring all
or any portion of the indebtedness and other obligations under such credit
agreement or any successor or replacement agreement, whether by the same or any
other agent, lender or group of lenders.

               "CREDIT FACILITIES" shall mean, one or more debt facilities
(including, without limitation, the Credit Agreement) or commercial paper
facilities, in each case with banks or other institutional lenders providing for
revolving credit loans, term loans, receivables financing (including through the
sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each
case, as amended,

                                      -20-


restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.

               "CUSTODIAN" shall mean any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

               "DISQUALIFIED STOCK" shall mean any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder of the Capital Stock, in whole or in
part, on or prior to the date that is 91 days after the date on which the 9-1/4%
Notes mature. Notwithstanding the preceding sentence, any Capital Stock that
would constitute Disqualified Stock solely because the holders of the Capital
Stock have the right to require the Company to repurchase such Capital Stock
upon the occurrence of a change of control or an asset sale shall not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Paragraph 9(c) hereof.

               "EQUITY INTERESTS" shall mean Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).

               "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, together with the rules and regulations promulgated thereunder.

               "EXISTING INDEBTEDNESS" shall mean Indebtedness of the Company
and its Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date of the first issuance of Series D Stock, until such
amounts are repaid.

               "GAAP" shall mean generally accepted accounting principles in the
United States of America set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect on the date of the first issuance of Series D Stock.

               "GUARANTEE" shall mean a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

               "GUARANTOR" shall mean each of (i) the guarantors listed on the
signature pages to the Indenture; and (ii) any other Subsidiary that executes a
Note Guarantee in accordance with the provisions of the Indenture, and their
respective successors and assigns

               "HEDGING OBLIGATIONS" shall mean, with respect to any specified
Person, the obligations of such Person under (i) interest rate swap agreements,
interest rate cap agreements

                                      -21-


and interest rate collar agreements; and (ii) other agreements or arrangements
designed to protect such Person against fluctuations in interest rates or
currency rates.

               "HOLBERG" shall mean Holberg Industries, Inc., a Delaware
corporation.

               "HOLDINGS" shall mean AP Holdings, Inc., a Delaware corporation
and the parent (but not 100% owner) of the Company.

               "INDEBTEDNESS" shall mean, with respect to any specified Person,
any indebtedness of such Person, whether or not contingent, (i) in respect of
borrowed money; (ii) evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements in respect
thereof); (iii) in respect of banker's acceptances; (iv) representing Capital
Lease Obligations; (v) representing the balance deferred and unpaid of the
purchase price of any property, except any such balance that constitutes an
accrued expense or trade payable; or (vi) representing any Hedging Obligations,
if and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of the specified Person prepared in accordance with GAAP as well as all
indebtedness of others secured by a Lien on any asset of such Person (whether or
not such indebtedness is assumed by the specified Person) and, to the extent not
otherwise included, the Guarantee by such Person of any indebtedness of any
other Person.

               The amount of any Indebtedness outstanding as of any date shall
be (i) the accreted value thereof, in the case of any Indebtedness that does not
require current payments of interest; and (ii) the principal amount thereof,
together with any interest thereon that is more than 30 days past due, in the
case of any other Indebtedness.

               Notwithstanding anything to the contrary, any put right, right of
redemption or right of repurchase will, in any such case, for the purposes of
this definition, not be treated as Indebtedness, no matter what the accounting
treatment of said transaction may be. In addition, notwithstanding anything to
the contrary, the carrying value (as determined in accordance with FASB 15) of
any Indebtedness that has been redeemed shall not be deemed Indebtedness for
purposes of this definition.

               "INDENTURE" shall mean the Indenture, dated as of March 30, 1998,
among the Company, the Subsidiary Guarantors and State Street Bank and Trust
Company, as trustee thereunder, relating to the 9-1/4% Notes, as the same may be
from time to time amended, supplemented and/or restated.

               "INVESTMENT" shall mean, with respect to any Person, all direct
or indirect investments by such Person in other Persons (including Affiliates)
in the forms of loans (including Guarantees or other obligations), advances or
capital contributions (excluding commission, travel and similar advances to
officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after giving effect to any such sale or

                                      -22-


disposition, such Person is no longer a Restricted Subsidiary of the Company,
the Company will be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Equity Interests of
such Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the second paragraph of Section 9(c)(ii). The acquisition by the
Company or any Subsidiary of the Company of a Person that holds an Investment in
a third Person will be deemed to be an Investment by the Company or such
Subsidiary in such third Person in an amount equal to the fair market value of
the Investment held by the acquired Person in such third Person in an amount
determined as provided in the second paragraph of Section 9(c)(ii).

               "IPO" shall mean an initial public offering of shares of Company
Common Stock registered under the Securities Act, whether for the sale of shares
of Company Common Stock by the Company or by stockholders of the Company.

               "LIEN" shall mean, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction.

               "NET INCOME" shall mean, with respect to any Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however: (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (A) any Asset Sale, including,
without limitation, dispositions pursuant to sale and leaseback transactions; or
(B) the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries; and (ii) any extraordinary or nonrecurring gain
(but not loss), together with any related provision for taxes on such
extraordinary or nonrecurring gain (but not loss).

               "NET PROCEEDS" shall mean the aggregate cash proceeds received by
the Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or
payable as a result of the Asset Sale, in each case, after taking into account
any available tax credits or deductions and any tax sharing arrangements, and
any reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP.

               "NEW INDENTURE" shall mean the Indenture dated January 11, 2002
among the Company, the Subsidiary Guarantors and Wilmington Trust Company, as
trustee thereunder, relating to the New Notes, as the same may be from time to
time amended, supplemented and/or restated.

                                      -23-


               "NEW NOTE GUARANTEE" shall mean the Guarantee by each guarantor
of the Company's payment obligations under the New Indenture and on the New
Notes, executed pursuant to the provisions of the New Indenture.

               "NEW NOTES" shall mean the 14% Senior Subordinated Second Lien
Notes due 2006 of the Company, as the same may be amended, restated, modified or
supplemented from time to time.

               "NON-RECOURSE DEBT" shall mean Indebtedness (i) as to which
neither the Company nor any of its Restricted Subsidiaries (A) provides credit
support of any kind (including any undertaking, agreement or instrument that
would constitute Indebtedness), (B) is directly or indirectly liable (as a
guarantor or otherwise), or (C) constitutes the lender; (ii) no default with
respect to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness (other than
the New Notes) of the Company or any of its Restricted Subsidiaries to declare a
default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its stated maturity; and (iii) as to which the
lenders have been notified in writing that they will not have any recourse to
the stock or assets of the Company or any of its Restricted Subsidiaries.

               "NOTE GUARANTEE" shall mean the Guarantee by each Guarantor of
the Company's payment obligations under the Indenture and on the 9-1/4% Notes,
executed pursuant to the provisions of the Indenture.

               "OBLIGATIONS" shall mean any principal, interest, penalties,
fees, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing any Indebtedness, and in all cases whether now
outstanding or hereafter created, assumed or incurred and including, without
limitation, interest accruing subsequent to the filing of a petition in
bankruptcy at the rate provided in the relevant document, whether or not an
allowed claim, and any obligation to redeem or defease any of the foregoing.

               "OFFICER" shall mean, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice-President of such Person.

               "PERMITTED BUSINESSES" shall mean any of the businesses and any
other businesses related to the businesses engaged in by the Company and its
respective Restricted Subsidiaries on the date of the first issuance of Series D
Stock.

               "PERMITTED HOLDER" shall mean the holders of the Series D Stock.

               "PERMITTED INVESTMENT" shall mean:

        (i)    any Investment in the Company or in a Wholly Owned Restricted
               Subsidiary of the Company that is engaged in a Permitted
               Business;

        (ii)   any Investment in Cash Equivalents;

                                      -24-


        (iii)  any Investment by the Company or any Restricted Subsidiary of the
               Company in a Person, if as a result of such Investment:

               (A)    such Person becomes a Wholly Owned Restricted Subsidiary
                      of the Company that is engaged in a Permitted Business; or

               (B)    such Person is merged, consolidated or amalgamated with or
                      into, or transfers or conveys substantially all of its
                      assets to, or is liquidated into, the Company or a Wholly
                      Owned Restricted Subsidiary of the Company that is engaged
                      in a Permitted Business;

        (iv)   any Investment made as a result of the receipt of non-cash
               consideration from an Asset Sale that was made pursuant to and in
               compliance with Section 3.9 of the Indenture;

        (v)    any acquisition of assets solely in exchange for the issuance of
               Equity Interests (other than Disqualified Stock) of the Company;

        (vi)   loans and advances made after the date of the first issuance of
               Series D Stock to Steamboat or any successor thereto not to
               exceed $10.0 million at any time outstanding;

        (vii)  make and permit to remain outstanding travel and other like
               advances in the ordinary course of business consistent with past
               practices to officers, employees and consultants of the Company
               or a Subsidiary of the Company;

        (viii) other Investments in any Person having an aggregate fair market
               value (measured on the date each such Investment was made and
               without giving effect to subsequent changes in value), when taken
               together with all other Investments made pursuant to this clause
               (viii) that are at the time not to exceed $10.0 million; and

        (ix)   loans and advances made after the date of the first issuance of
               Series D Stock to Holdings, not to exceed $9.0 million at any
               time outstanding.

               "PERMITTED REFINANCING INDEBTEDNESS" shall mean any Indebtedness
of the Company or any of its Restricted Subsidiaries issued in exchange for, or
the net proceeds of which are used to extend, refinance, renew, replace, defease
or refund other Indebtedness of the Company or any of its Restricted
Subsidiaries; PROVIDED, that:

        (i)    the principal amount (or accreted value, if applicable) of such
               Permitted Refinancing Indebtedness does not exceed the principal
               amount (or accreted value, if applicable) of the Indebtedness
               extended, refinanced, renewed, replaced, defeased or refunded
               (plus all accrued interest on the Indebtedness and the amount of
               all reasonable expenses incurred in connection therewith);

        (ii)   such Permitted Refinancing Indebtedness has a final maturity date
               later than the final maturity date of, and has a Weighted Average
               Life to Maturity equal to or

                                      -25-


               greater than the Weighted Average Life to Maturity of, the
               Indebtedness being extended, refinanced, renewed, replaced,
               defeased or refunded;

        (iii)  if the Indebtedness being extended, refinanced, renewed,
               replaced, defeased or refunded is subordinated in right of
               payment to the 9-1/4% Notes, such Permitted Refinancing
               Indebtedness has a final maturity date later than the final
               maturity date of, and is subordinated in right of payment to, the
               9-1/4% Notes on terms at least as favorable to the Permitted
               Holders as those contained in the documentation governing the
               Indebtedness being extended, refinanced, renewed, replaced,
               defeased or refunded; and

        (iv)   such Indebtedness is incurred either by the Company or by the
               Restricted Subsidiary who is the obligor on the Indebtedness
               being extended, refinanced, renewed, replaced, defeased or
               refunded.

               "PERSON" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company or government or other agency.

               "PRINCIPALS" shall mean Steamboat, John V. Holten or, in the case
of the Company, Holdings.

               "RELATED PARTY" with respect to any Principal shall mean (i) any
controlling stockholder or partner, 80% (or more) owned Subsidiary, or spouse or
immediate family member (in the case of an individual) of such Principal, or
(ii) any trust, corporation, partnership, limited liability company or other
entity, the beneficiaries, stockholders, partners, members, owners or Persons
beneficially holding an 80% or more controlling interest of which consist of
such Principal and/or such other Persons referred to in the immediately
preceding clause (i).

               "RESTRICTED INVESTMENT" shall mean an Investment other than a
Permitted Investment.

               "RESTRICTED SUBSIDIARY" shall mean any Subsidiary that is not an
Unrestricted Subsidiary.

               "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, together with the rules and regulations promulgated thereunder.

               "SENIOR DEBT" shall mean:

        (i)    all Indebtedness outstanding under the Credit Agreement,
               including any Guarantees thereof and all Hedging Obligations with
               respect thereto;

        (ii)   any other Indebtedness permitted to be incurred by the Company or
               its Restricted Subsidiaries under the terms of this Certificate
               of Designation, unless the instrument under which such
               Indebtedness is incurred expressly provides that it is on a
               parity with or subordinated in right of payment to the 9-1/4%
               Notes; and

                                      -26-


        (iii)  all Obligations with respect to the foregoing.

        Notwithstanding anything to the contrary in the foregoing, Senior Debt
will not include:

        (i)    any liability for federal, state, local or other taxes owed or
               owing by the Company;

        (ii)   any Indebtedness of the Company to any of its Subsidiaries or
               other Affiliates;

        (iii)  any trade payables; or

        (iv)   any Indebtedness that is incurred in violation of the Indenture.

               "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of the first issuance of Series D Stock.

               "STATED MATURITY" shall mean, with respect to any installment of
interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid in the original
documentation governing such Indebtedness, and shall not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.

               "STEAMBOAT" shall mean Steamboat Holdings, Inc., a Delaware
corporation and the parent of Holdings.

               "SUBSIDIARY" shall mean with respect to any specified Person:

                      (i)    any  corporation,  association or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees of the corporation, association
or other business entity is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and

                      (ii)   any  partnership  (a) the sole  general  partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are that Person or one or more
Subsidiaries of that Person (or any combination thereof).

               "UNRESTRICTED SUBSIDIARY" shall mean any Subsidiary that is
designated by the Board as an Unrestricted Subsidiary pursuant to a resolution
of the Board; but only to the extent that such Subsidiary:

        (i)    has no Indebtedness other than Non-Recourse Debt;

        (ii)   is not party to any agreement, contract, arrangement or
               understanding with the Company or any Restricted Subsidiary of
               the Company unless the terms of any

                                      -27-


               such agreement, contract, arrangement or understanding are no
               less favorable to the Company or such Restricted Subsidiary than
               those that might be obtained at the time from Persons who are not
               Affiliates of the Company;

        (iii)  is a Person with respect to which neither the Company nor any of
               its Restricted Subsidiaries has any direct or indirect obligation
               (i) to subscribe for additional Equity Interests or (ii) to
               maintain or preserve such Person's financial condition or to
               cause such Person to achieve any specified levels of operating
               results; and

        (iv)   has not guaranteed or otherwise directly or indirectly provided
               credit support for any Indebtedness of the Company or any of its
               Restricted Subsidiaries.

               "VOTING STOCK" of any Person as of any date shall mean the
Capital Stock of such Person that is at the time entitled to vote in the
election of the Board of Directors of such Person.

               "WEIGHTED AVERAGE LIFE TO MATURITY" shall mean, when applied to
any Indebtedness at any date, the number of years obtained by dividing:

               (i)    the sum of the products obtained by multiplying (a) the
               amount of each then remaining installment, sinking fund, serial
               maturity or other required payments of principal, including
               payment at final maturity, in respect of the Indebtedness, by (b)
               the number of years (calculated to the nearest one-twelfth) that
               will elapse between such date and the making of such payment; by

               (ii)   the then outstanding principal amount of such
               Indebtedness.

               "WHOLLY OWNED SUBSIDIARY" of any Person shall mean a Subsidiary
of such Person all of the outstanding Capital Stock or other ownership interests
of which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

                                  *     *     *

                                      -28-


        IN WITNESS WHEREOF, the Company has caused this Certificate of
Designation to be duly executed by the undersigned this    day of January, 2002.

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

EX-4.15

                                                                  EXECUTION COPY


                          APCOA/STANDARD PARKING, INC.

                     and each of the Guarantors named herein

                              SERIES A AND SERIES B
               14% SENIOR SUBORDINATED SECOND LIEN NOTES DUE 2006

                            ------------------------

                                    INDENTURE

                          Dated as of January 11, 2002

                            ------------------------

                            Wilmington Trust Company

                                     Trustee

                            ------------------------

- --------------------------------------------------------------------------------



                             CROSS-REFERENCE TABLE*



     TRUST INDENTURE
     ACT SECTION                                                                  INDENTURE SECTION
                                                                               
     310(a)(1).................................................................           7.10
        (a)(2).................................................................           7.10
        (a)(3).................................................................           N.A.
        (a)(4).................................................................           N.A.
        (a)(5).................................................................           7.10
        (b)....................................................................           7.10
        (c)....................................................................           N.A.
     311(a)....................................................................           7.11
        (b)....................................................................           7.11
        (c)....................................................................           N.A.
     312(a)....................................................................           2.05
        (b)....................................................................          14.03
        (c)....................................................................          14.03
     313(a)....................................................................           7.06
        (b)(1).................................................................          11.03
        (b)(2).................................................................        7.06; 7.07
        (c)....................................................................    7.06; 11.03;14.02
        (d)....................................................................           7.06
     314(a)....................................................................    4.03;14.02; 14.05
        (b)....................................................................          11.02
        (c)(1).................................................................          14.04
        (c)(2).................................................................          14.04
        (c)(3).................................................................           N.A.
        (d)....................................................................   11.03, 11.04, 11.05
        (e)....................................................................          14.05
        (f)....................................................................           N.A.
     315(a)....................................................................           7.01
        (b)....................................................................        7.05,14.02
        (c)....................................................................           7.01
        (d)....................................................................           7.01
        (e)....................................................................           6.11
     316(a)(last sentence).....................................................           2.09
        (a)(1)(A)..............................................................           6.05
        (a)(1)(B)..............................................................           6.04
        (a)(2).................................................................           N.A.
        (b)....................................................................           6.07
        (c)....................................................................           2.12
     317(a)(1).................................................................           6.08
        (a)(2).................................................................           6.09
        (b)....................................................................           2.04
     318(a)....................................................................          14.01
        (b)....................................................................           N.A.
        (c)....................................................................          14.01


N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.



                                TABLE OF CONTENTS

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE



                                                                                                               PAGE
                                                                                                           
   Section 1.01       Definitions.................................................................................1
   Section 1.02       Other Definitions..........................................................................20
   Section 1.03       Incorporation by Reference of Trust Indenture Act..........................................21
   Section 1.04       Rules of Construction......................................................................21

                                   ARTICLE 2.
                                   THE NOTES

   Section 2.01       Form and Dating............................................................................22
   Section 2.02       Execution and Authentication...............................................................23
   Section 2.03       Registrar and Paying Agent.................................................................23
   Section 2.04       Paying Agent to Hold Money in Trust........................................................23
   Section 2.05       Holder Lists...............................................................................24
   Section 2.06       Transfer and Exchange......................................................................24
   Section 2.07       Replacement Notes..........................................................................35
   Section 2.08       Outstanding Notes..........................................................................36
   Section 2.09       Treasury Notes.............................................................................36
   Section 2.10       Temporary Notes............................................................................36
   Section 2.11       Cancellation...............................................................................36
   Section 2.12       Defaulted Interest.........................................................................37

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

   Section 3.01       Notices to Trustee.........................................................................37
   Section 3.02       Selection of Notes to Be Redeemed or Purchased.............................................37
   Section 3.03       Notice of Redemption.......................................................................38
   Section 3.04       Effect of Notice of Redemption.............................................................39
   Section 3.05       Deposit of Redemption or Purchase Price....................................................39
   Section 3.06       Notes Redeemed or Purchased in Part........................................................39
   Section 3.07       Optional Redemption........................................................................39
   Section 3.08       Mandatory Redemption.......................................................................40
   Section 3.09       Offer to Purchase by Application of Excess Proceeds........................................40

                                   ARTICLE 4.
                                   COVENANTS

   Section 4.01       Payment of Notes...........................................................................41
   Section 4.02       Maintenance of Office or Agency............................................................42
   Section 4.03       Reports....................................................................................42
   Section 4.04       Compliance Certificate.....................................................................43
   Section 4.05       Taxes......................................................................................43
   Section 4.06       Stay, Extension and Usury Laws.............................................................44
   Section 4.07       Restricted Payments........................................................................44
   Section 4.08       Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries..................47
   Section 4.09       Incurrence of Indebtedness and Issuance of Preferred Stock.................................48
   Section 4.10       Asset Sales................................................................................50


                                        i




                                                                                                               PAGE
                                                                                                           

   Section 4.11       Transactions with Affiliates...............................................................52
   Section 4.12       Liens......................................................................................53
   Section 4.13       Line of Business...........................................................................54
   Section 4.14       Corporate Existence........................................................................54
   Section 4.15       Offer to Repurchase Upon Change of Control.................................................54
   Section 4.16       Anti-Layering..............................................................................56
   Section 4.17       No Amendment of Subordination Provisions in Existing Senior Subordinated Notes.............56
   Section 4.18       Limitation on Sale and Leaseback Transactions..............................................56
   Section 4.19       Limitation on Issuances and Sales of Capital Stock of Wholly Owned Restricted
                         Subsidiaries............................................................................57
   Section 4.20       Limitation on Issuances of Guarantees of Indebtedness......................................57
   Section 4.21       Additional Note Guarantees.................................................................57
   Section 4.22       Limitation on Management Fees..............................................................58

                                   ARTICLE 5.
                                   SUCCESSORS

   Section 5.01       Merger, Consolidation, or Sale of Assets...................................................58
   Section 5.02       Successor Corporation Substituted..........................................................59

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

   Section 6.01       Events of Default..........................................................................60
   Section 6.02       Acceleration...............................................................................61
   Section 6.03       Other Remedies.............................................................................62
   Section 6.04       Waiver of Past Defaults....................................................................63
   Section 6.05       Control by Majority........................................................................63
   Section 6.06       Limitation on Suits........................................................................63
   Section 6.07       Rights of Holders of Notes to Receive Payment..............................................63
   Section 6.08       Collection Suit by Trustee.................................................................64
   Section 6.09       Trustee May File Proofs of Claim...........................................................64
   Section 6.10       Priorities.................................................................................64
   Section 6.11       Undertaking for Costs......................................................................65

                                   ARTICLE 7.
                                     TRUSTEE

   Section 7.01       Duties of Trustee..........................................................................65
   Section 7.02       Rights of Trustee..........................................................................66
   Section 7.03       Individual Rights of Trustee...............................................................67
   Section 7.04       Trustee's Disclaimer.......................................................................67
   Section 7.05       Notice of Defaults.........................................................................67
   Section 7.06       Reports by Trustee to Holders of the Notes.................................................67
   Section 7.07       Compensation and Indemnity.................................................................68
   Section 7.08       Replacement of Trustee.....................................................................68
   Section 7.09       Successor Trustee by Merger, etc...........................................................69
   Section 7.10       Eligibility; Disqualification..............................................................69
   Section 7.11       Preferential Collection of Claims Against Company..........................................70
   Section 7.12       Tax Withholding and Information Reporting..................................................70

                                       ARTICLE 8.
                         LEGAL DEFEASANCE AND COVENANT DEFEASANCE


                                       ii




                                                                                                                PAGE
                                                                                                           
   Section 8.01       Option to Effect Legal Defeasance or Covenant Defeasance...................................70
   Section 8.02       Legal Defeasance and Discharge.............................................................70
   Section 8.03       Covenant Defeasance........................................................................71
   Section 8.04       Conditions to Legal or Covenant Defeasance.................................................71
   Section 8.05       Deposited Money and Government Securities to be Held in Trust;
                         Other Miscellaneous Provisions..........................................................72
   Section 8.06       Repayment to Company.......................................................................73
   Section 8.07       Reinstatement..............................................................................73

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

   Section 9.01       Without Consent of Holders of Notes........................................................73
   Section 9.02       With Consent of Holders of Notes...........................................................74
   Section 9.03       Compliance with Trust Indenture Act........................................................76
   Section 9.04       Revocation and Effect of Consents..........................................................76
   Section 9.05       Notation on or Exchange of Notes...........................................................76
   Section 9.06       Trustee to Sign Amendments, etc............................................................76

                                   ARTICLE 10.
                                  SUBORDINATION

   Section 10.01      Agreement to Subordinate...................................................................76
   Section 10.02      Certain Definitions........................................................................76
   Section 10.03      Liquidation; Dissolution; Bankruptcy.......................................................77
   Section 10.04      Default on Designated Senior Debt..........................................................77
   Section 10.05      Acceleration of Notes......................................................................78
   Section 10.06      When Distribution Must Be Paid Over........................................................78
   Section 10.07      Notice by Company..........................................................................78
   Section 10.08      Subrogation................................................................................79
   Section 10.09      Relative Rights............................................................................79
   Section 10.10      Subordination May Not Be Impaired by the Company...........................................79
   Section 10.11      Distribution or Notice to Representative...................................................79
   Section 10.12      Rights of Trustee and Paying Agent.........................................................79
   Section 10.13      Authorization to Effect Subordination......................................................80
   Section 10.14      Amendments.................................................................................80

                                   ARTICLE 11.
                             COLLATERAL AND SECURITY

   Section 11.01      Security Documents.........................................................................80
   Section 11.02      Recording and Opinions.....................................................................81
   Section 11.03      Release of Collateral......................................................................81
   Section 11.04      Certificates of the Company................................................................82
   Section 11.05      Certificates of the Trustee................................................................83
   Section 11.06      Authorization of Actions to Be Taken by the Trustee Under the Security Documents...........83
   Section 11.07      Authorization of Receipt of Funds by the Trustee Under the Security Documents..............83
   Section 11.08      Termination of Security Interest...........................................................83

                                   ARTICLE 12.
                                 NOTE GUARANTEES

   Section 12.01      Guarantee..................................................................................84


                                       iii




                                                                                                                PAGE
                                                                                                           
   Section 12.02      Subordination of Note Guarantee............................................................85
   Section 12.03      Limitation on Guarantor Liability..........................................................85
   Section 12.04      Execution and Delivery of Note Guarantee...................................................85
   Section 12.05      Guarantors May Consolidate, etc., on Certain Terms.........................................86
   Section 12.06      Releases Following Sale of Assets, Merger, Sale of Capital Stock, Etc......................87

                                   ARTICLE 13.
                           SATISFACTION AND DISCHARGE

   Section 13.01      Satisfaction and Discharge.................................................................87
   Section 13.02      Application of Trust Money.................................................................88

                                   ARTICLE 14.
                                  MISCELLANEOUS

   Section 14.01      Trust Indenture Act Controls...............................................................88
   Section 14.02      Notices....................................................................................89
   Section 14.03      Communication by Holders of Notes with Other Holders of Notes..............................90
   Section 14.04      Certificate and Opinion as to Conditions Precedent.........................................90
   Section 14.05      Statements Required in Certificate or Opinion..............................................90
   Section 14.06      Rules by Trustee and Agents................................................................90
   Section 14.07      No Personal Liability of Directors, Officers, Employees and Stockholders...................90
   Section 14.08      Governing Law..............................................................................91
   Section 14.09      No Adverse Interpretation of Other Agreements..............................................91
   Section 14.10      Successors.................................................................................91
   Section 14.11      Severability...............................................................................91
   Section 14.12      Counterpart Originals......................................................................91
   Section 14.13      Table of Contents, Headings, etc...........................................................91




                                    EXHIBITS
           
Exhibit A     FORM OF NOTE
Exhibit B     FORM OF CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE
Exhibit D     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E     FORM OF NOTE GUARANTEE
Exhibit F     FORM OF SUPPLEMENTAL INDENTURE
Exhibit G     FORM OF SECURITY DOCUMENTS
Exhibit H     FORM OF INTERCREDITOR AGREEMENT


                                       iv


        INDENTURE dated as of January 11, 2002 among APCOA/Standard Parking,
Inc., a Delaware corporation (the "COMPANY"), the Guarantors (as defined) and
Wilmington Trust Company, as trustee (the "TRUSTEE").

        The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 14% Senior Secured Subordinated Second Lien Notes due 2006 (the
"SERIES A NOTES") and the 14% Senior Secured Subordinated Second Lien Notes due
2006 (the "SERIES B NOTES" and, together with the Series A Notes, the "NOTES"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01   DEFINITIONS.

        "ACQUIRED DEBT" means, with respect to any specified Person:

               (1)    Indebtedness of any other Person existing at the time such
        other Person is merged with or into or became a Subsidiary of such
        specified Person, whether or not such Indebtedness is incurred in
        connection with, or in contemplation of, such other Person merging with
        or into, or becoming a Subsidiary of, such specified Person; and

               (2)    Indebtedness secured by a Lien encumbering any asset
        acquired by such specified Person.

        "ADDITIONAL NOTES" means up to $40.715 million aggregate principal
amount of Notes (other than the Initial Notes) issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.

        "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, will mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; PROVIDED, that beneficial ownership of 10% or more of
the Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "CONTROLLING," "CONTROLLED BY" and "UNDER COMMON CONTROL
WITH" will have correlative meanings.

        "AGENT" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

        "APPLICABLE PROCEDURES" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

        "ASSET SALE" means:

               (1)    the sale, lease, conveyance or other disposition of any
        assets or rights, including, without limitation, by way of a sale and
        leaseback, other than sales of inventory in the ordinary course of
        business consistent with past practices; PROVIDED, that the sale,
        conveyance or other disposition of all or substantially all of the
        assets of the Company and its Restricted Subsidiaries

                                       1


        taken as a whole will be governed by Section 4.15 and/or Section 5.01
        hereof and not by Section 4.10; and

               (2)    the issuance or sale of Equity Interests by any of the
        Company's Restricted Subsidiaries.

        Notwithstanding the preceding, none of the following items will be
        deemed to be an Asset Sale:

               (1)    any single transaction or series of related transactions
        that involves assets having a fair market value, or for net proceeds, of
        less than $3.0 million;

               (2)    a transfer of assets between or among the Company and its
        Wholly Owned Restricted Subsidiaries;

               (3)    an issuance of Equity Interests by a Restricted Subsidiary
        to the Company, AP Holdings, Inc. or to another Wholly Owned Subsidiary;
        and

               (4)    a Restricted Payment or Permitted Investment that is
        permitted by Section 4.07.

        "ATTRIBUTABLE DEBT" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such sale and leaseback transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

        "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

        "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "Person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "Person" will be deemed to have beneficial ownership
of all securities that such "Person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

        "BOARD OF DIRECTORS" means:

               (1)    with respect to a corporation, the board of directors of
        the corporation;

               (2)    with respect to a partnership, the board of directors of
        any corporate general partner of such partnership; and

               (3)    with respect to any other Person, the board or committee
        of such Person serving a similar function.

        "BROKER-DEALER" has the meaning set forth in the Registration Rights
        Agreement.

        "BUSINESS DAY" means any day other than a Legal Holiday.

                                       2


        "CAPITAL LEASE OBLIGATION" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

        "CAPITAL STOCK" means:

               (1)    in the case of a corporation, corporate stock;

               (2)    in the case of an association or business entity, any and
                      all shares, interests, participations, rights or other
                      equivalents (however designated) of corporate stock;

               (3)    in the case of a partnership or limited liability company,
                      partnership or membership interests (whether general or
                      limited); and

               (4)    any other interest or participation that confers on a
                      Person the right to receive a share of the profits and
                      losses of, or distributions of assets of, the issuing
                      Person.

        "CASH EQUIVALENTS" means:

               (1)    United States dollars;

               (2)    securities issued or directly and fully guaranteed or
        insured by the United States government or any agency or instrumentality
        of the United States government (PROVIDED, that the full faith and
        credit of the United States is pledged in support of those securities)
        having maturities of not more than six months from the date of
        acquisition;

               (3)    certificates of deposit and eurodollar time deposits with
        maturities of six months or less from the date of acquisition, bankers'
        acceptances with maturities not exceeding six months and overnight bank
        deposits, in each case, with any lender party to the Credit Agreement or
        with any domestic commercial bank having capital and surplus in excess
        of $500.00 million and a Thomson Bank Watch Rating of "B" or better;

               (4)    repurchase obligations with a term of not more than seven
        days for underlying securities of the types described in clauses (2) and
        (3) above entered into with any financial institution meeting the
        qualifications specified in clause (3) above;

               (5)    commercial paper having the highest rating obtainable from
        Moody's Investors Service, Inc. or Standard & Poor's Rating Services
        and, in each case, maturing within six months after the date of
        acquisition; and

               (6)    money market funds at least 95% of the assets of which
        constitute Cash Equivalents of the kinds described in clauses (1)
        through (5) of this definition.

        "CLEARSTREAM" means Clearstream Banking, S.A. or any successor thereto.

        "CHANGE OF CONTROL" means the occurrence of any of the following:

               (1)    the direct or indirect sale, lease, transfer, conveyance
        or other disposition (other than by way of merger or consolidation), in
        one or a series of related transactions, of all or substantially all of
        the properties or assets of AP Holdings, Inc. and its Subsidiaries or of
        the Company and its Subsidiaries, in each case, taken as a whole to any
        "person" (as that term is used

                                       3


        in Section 13(d)(3) of the Exchange Act) other than Principals or their
        Related Parties and Permitted Holders;

               (2)    the adoption of a plan relating to the liquidation or
        dissolution of AP Holdings, Inc. or the Company;

               (3)    the consummation of any transaction (including, without
        limitation, any merger or consolidation) the result of which is that any
        "person" (as defined above), other than the Principals and their Related
        Parties and Permitted Holders, becomes the Beneficial Owner, directly or
        indirectly, of more than 50% of the Voting Stock of AP Holdings, Inc. or
        the Company, measured by voting power rather than number of shares;

               (4)    the first day on which a majority of the members of the
        Board of Directors of the Company are not Continuing Directors; or

               (5)    AP Holdings, Inc. or the Company consolidates with, or
        merges with or into, any Person, or sells, assigns, conveys, transfers,
        leases or otherwise disposes of all or substantially all of its assets
        to any Person, or any Person consolidates with, or merges with or into,
        AP Holdings, Inc. or the Company, in any such event pursuant to a
        transaction in which any of the outstanding Voting Stock of AP Holdings,
        Inc. or the Company is converted into or exchanged for cash, securities
        or other property, other than any such transaction where the Voting
        Stock of AP Holdings, Inc. or the Company outstanding immediately prior
        to such transaction is converted into or exchanged for Voting Stock
        (other than Disqualified Stock) of the surviving or transferee Person
        constituting a majority of the outstanding shares of such Voting Stock
        of such surviving or transferee Person (immediately after giving effect
        to such issuance).

        "COLLATERAL" shall have the meaning set forth in the Security Agreement.

        "COLLATERAL AGENT" means the Trustee, in its capacity as collateral
agent under the Security Documents, or any successor thereto in such capacity.

        "COMPANY" means APCOA/Standard Parking, Inc., and any and all successors
thereto.

        "CONSOLIDATED CASH FLOW" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period PLUS:

               (1)    an amount equal to any extraordinary loss plus any net
        loss realized by such Person or any of its Subsidiaries in connection
        with an Asset Sale, to the extent such losses were deducted in computing
        such Consolidated Net Income; PLUS

               (2)    provision for taxes based on income or profits of such
        Person and its Subsidiaries for such period, to the extent that such
        provision for taxes was deducted in computing such Consolidated Net
        Income; PLUS

               (3)    consolidated interest expense of such Person and its
        Subsidiaries for such period, whether paid or accrued and whether or not
        capitalized (including, without limitation, amortization of debt
        issuance costs and original issue discount, non-cash interest payments,
        the interest component of any deferred payment obligations, the interest
        component of all payments associated with Capital Lease Obligations,
        imputed interest with respect to Attributable Debt, commissions,
        discounts and other fees and charges incurred in respect of letter of
        credit or bankers' acceptance financings, and net of the effect of all
        payments made or received pursuant to

                                       4


        Hedging Obligations), to the extent that any such expense was deducted
        in computing such Consolidated Net Income; PLUS

               (4)    depreciation, amortization (including amortization of
        goodwill and other intangibles but excluding amortization of prepaid
        cash expenses that were paid in a prior period) and other non-cash
        expenses (excluding any such non-cash expense to the extent that it
        represents an accrual of or reserve for cash expenses in any future
        period or amortization of a prepaid cash expense that was paid in a
        prior period) of such Person and its Subsidiaries for such period to the
        extent that such depreciation, amortization and other non-cash expenses
        were deducted in computing such Consolidated Net Income; PLUS

               (5)    in connection with any acquisition by the Company or a
        Restricted Subsidiary, projected quantifiable improvements in operating
        results (on an annualized basis) due to cost reductions calculated in
        good faith by the Company or one of its Restricted Subsidiaries, as
        evidenced by (A) in the case of cost reductions of less than $10.0
        million, an Officers' Certificate delivered to the Trustee and (B) in
        the case of cost reductions of $10.0 million or more, a resolution of
        the Board of Directors of the Company set forth in an Officers'
        Certificate delivered to the Trustee; MINUS

               (6)    non-cash items increasing such Consolidated Net Income for
        such period, in each case, on a consolidated basis and determined in
        accordance with GAAP.

        Notwithstanding the preceding, the provision for taxes based on the
income or profits of, and the depreciation and amortization and other non-cash
expenses of, a Subsidiary of the referent Person will be added to Consolidated
Net Income to compute Consolidated Cash Flow only to the extent that a
corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Subsidiary without prior governmental approval
(that has not been obtained), and without direct or indirect restriction
pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to that
Subsidiary or its stockholders.

        "CONSOLIDATED NET INCOME" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; PROVIDED, that:

               (1)    the Net Income (but not loss) of any Person that is not a
        Restricted Subsidiary or that is accounted for by the equity method of
        accounting will be included only to the extent of the amount of
        dividends or distributions paid in cash to the specified Person or a
        Wholly Owned Restricted Subsidiary of the Person;

               (2)    the Net Income of any Restricted Subsidiary will be
        excluded to the extent that the declaration or payment of dividends or
        similar distributions by that Restricted Subsidiary of that Net Income
        is not at the date of determination permitted without any prior
        governmental approval (that has not been obtained) or, directly or
        indirectly, by operation of the terms of its charter or any agreement,
        instrument, judgment, decree, order, statute, rule or governmental
        regulation applicable to that Subsidiary or its stockholders;

               (3)    the Net Income of any Person acquired in a pooling of
        interests transaction for any period prior to the date of such
        acquisition will be excluded;

               (4)    the cumulative effect of a change in accounting principles
        will be excluded; and

                                       5


               (5)    the Net Income of any Unrestricted Subsidiary will be
        excluded, whether or not distributed to the Company or one of its
        Restricted Subsidiaries for purposes of Section 4.09.

        "CONTINUING DIRECTORS" means, as of any date of determination, any
member of the Board of Directors of the Company who:

               (1)    was a member of such Board of Directors on the date of
        this Indenture (an "Original Member"); or

               (2)    was nominated for election or elected to such Board of
        Directors with the approval of a majority of the Original Members who
        were members of such Board at the time of such nomination or election.

        "CORPORATE TRUST OFFICE OF THE TRUSTEE" will be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

        "CREDIT AGENT" means the LaSalle Bank National Association, in its
capacity as Administrative Agent for the lenders party to the Credit Agreement,
or any successor thereto or any Person otherwise appointed.

        "CREDIT AGREEMENT" means that certain Credit Agreement, dated as of the
date of this Indenture, by and among the Company and LaSalle Bank National
Association as Agent, LaSalle Bank National Association and Bank One, NA,
providing for up to $40.0 million of borrowings, consisting of a revolving
credit facility and a term loan facility, together with all related documents
executed or delivered pursuant thereto at any time (including, without
limitation, all mortgages, guarantees, Security Documents and all other
collateral and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder; PROVIDED, that such
increase in borrowings is within the definition of Permitted Indebtedness or is
otherwise permitted under Section 4.09) or adding Subsidiaries as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness and
other Obligations under such agreement or agreements or any successor or
replacement agreement or agreements, and whether by the same or any other agent,
lender or group of lenders.

        "CREDIT FACILITIES" means, one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced in whole
or in part from time to time.

        "CUSTODIAN" means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

        "DEFAULT" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.

        "DEFINITIVE NOTE" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

                                       6


        "DEPOSITARY" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

        "DESIGNATED SENIOR DEBT" means:

               (1)    any Indebtedness outstanding under the Credit Agreement;
        and

               (2)    any other Senior Debt permitted under this Indenture, the
        principal amount of which is $25.0 million or more and that has been
        designated by the Company as Designated Senior Debt.

        "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder of the Capital Stock, in whole or in part, on or prior
to the date that is 91 days after the date on which the Notes mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders of the Capital Stock have the
right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale shall not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07 hereof.

        "EARNOUTS" mean any payment which may be owing by the Company in
connection with any acquisition, which payment is contingent upon the earnings
or other financial performance of the assets or stock being acquired pursuant to
such acquisition.

        "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

        "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear
system, or any successor thereto.

        "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

        "EXCHANGE NOTES" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

        "EXCHANGE OFFER" has the meaning set forth in the Registration Rights
Agreement.

        "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in the
Registration Rights Agreement.

        "EXISTING INDEBTEDNESS" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of this Indenture, until such amounts are repaid.

        "FIXED CHARGES" means, with respect to any specified Person for any
period, the sum, without duplication, of:

                                       7


               (1)    the consolidated interest expense of such Person and its
        Subsidiaries for such period, whether paid or accrued, including,
        without limitation, original issue discount, non-cash interest payments,
        the interest component of any deferred payment obligations, the interest
        component of all payments associated with Capital Lease Obligations,
        imputed interest with respect to Attributable Debt, commissions,
        discounts and other fees and charges incurred in respect of letter of
        credit or bankers' acceptance financings, and net of the effect of all
        payments made or received pursuant to Hedging Obligations; PLUS

               (2)    the consolidated interest expense of such Person and its
        Restricted Subsidiaries that was capitalized during such period; PLUS

               (3)    to the extent paid by such Person, any interest expense on
        Indebtedness of another Person that is Guaranteed by such Person or one
        of its Restricted Subsidiaries or secured by a Lien on assets of such
        Person or one of its Restricted Subsidiaries, whether or not such
        Guarantee or Lien is called upon; PLUS

               (4)    the product of (a) all dividends payments and whether or
        not in cash, on any series of preferred stock of such Person or any of
        its Restricted Subsidiaries, other than dividends the Company, times (b)
        a fraction, the numerator of which is one and the denominator of which
        is one minus the then current combined federal, state and local
        statutory tax rate of such Person, expressed as a decimal, in each case,
        on a consolidated basis and in accordance with GAAP.

        "FIXED CHARGE COVERAGE RATIO" means, with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
and its Restricted Subsidiaries for such period to the Fixed Charges of such
Person and its Restricted Subsidiaries for such period. In the event that the
specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness (other than
revolving credit borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or prior to the date on which the event for
which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

        In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

               (1)    acquisitions that have been made by the specified Person
        or any of its Restricted Subsidiaries, including through mergers or
        consolidations and including any related financing transactions, during
        the four-quarter reference period or subsequent to such reference period
        and on or prior to the Calculation Date will be given pro forma effect
        as if they had occurred on the first day of the four-quarter reference
        period and Consolidated Cash Flow for such reference period will be
        calculated on a pro forma basis, but without giving effect to clause (3)
        of the proviso set forth in the definition of Consolidated Net Income;

               (2)    the Consolidated Cash Flow attributable to discontinued
        operations, as determined in accordance with GAAP, and operations or
        businesses disposed of prior to the Calculation Date, will be excluded;
        and

               (3)    the Fixed Charges attributable to discontinued operations,
        as determined in accordance with GAAP, and operations or businesses
        disposed of prior to the Calculation Date,

                                       8


        will be excluded, but only to the extent that the obligations giving
        rise to such Fixed Charges will not be obligations of the specified
        Person or any of its Restricted Subsidiaries following the Calculation
        Date.

        "FOREIGN SUBSIDIARY" means any Subsidiary organized and existing under
the laws of a jurisdiction other than those of any state or commonwealth in the
United States of America.

        "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of this Indenture.

        "GLOBAL NOTES" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

        "GLOBAL NOTE LEGEND" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

        "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment for which guarantee
or obligations the full faith and credit of the United States is pledged.

        "GUARANTEE" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

        "GUARANTORS" means each of:

               (1)    the guarantors listed on the signature pages hereto; and

               (2)    any other Subsidiary that executes a Note Guarantee in
        accordance with the provisions of this Indenture,

and their respective successors and assigns.

        "HEDGING OBLIGATIONS" means, with respect to any specified Person, the
obligations of such Person under:

               (1)    interest rate swap agreements, interest rate cap
        agreements and interest rate collar agreements; and

               (2)    other agreements or arrangements designed to protect such
        Person against fluctuations in interest rates or currency rates.

        "HOLDER" means a Person in whose name a Note is registered.

        "IAI GLOBAL NOTE" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered

                                       9


in the name of the Depositary or its nominee that will be issued in a
denomination equal to the outstanding principal amount of the Notes sold to
Institutional Accredited Investors.

        "INDEBTEDNESS" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

               (1)    in respect of borrowed money;

               (2)    evidenced by bonds, notes, debentures or similar
        instruments or letters of credit (or reimbursement agreements in respect
        thereof) ;

               (3)    in respect of banker's acceptances;

               (4)    representing Capital Lease Obligations;

               (5)    representing the balance deferred and unpaid of the
        purchase price of any property, except any such balance that constitutes
        an accrued expense or trade payable; or

               (6)    representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

        Notwithstanding anything to the contrary, any put right, right of
redemption or right of repurchase will, in any such case, for the purposes of
this definition, not be treated as Indebtedness, no matter what the accounting
treatment of said transaction may be. In addition, notwithstanding anything to
the contrary, the carrying value (as determined in accordance with FASB 15) of
any Indebtedness that has been redeemed shall not be deemed Indebtedness for
purposes of this definition.

        The amount of any Indebtedness outstanding as of any date will be:

               (1)    the accreted value of the Indebtedness, in the case of any
        Indebtedness issued with original issue discount; and

               (2)    the principal amount of the Indebtedness, together with
        any interest on the Indebtedness that is more than 30 days past due, in
        the case of any other Indebtedness.

        "INDENTURE" means this Indenture, as amended or supplemented from time
to time.

        "INDIRECT PARTICIPANT" means a Person who holds a beneficial interest in
a Global Note through a Participant.

        "INITIAL NOTES" means the first $59.285 million aggregate principal
amount of Notes issued under this Indenture on the date hereof.

        "INSOLVENCY OR LIQUIDATION PROCEEDINGS" means (i) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding, relative to the Company or to the creditors
of the Company, as such, or to the assets of the Company, or (ii) any

                                       10


liquidation, dissolution, reorganization or winding up of the Company, whether
voluntary or involuntary and involving insolvency or bankruptcy, or (iii) any
assignment for the benefit of creditors or any other marshalling of assets and
liabilities of the Company.

        "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

        "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement dated as of
the date of this Indenture and substantially in the form attached as Exhibit H
hereto, as such agreement may be amended, modified or supplemented from time to
time.

        "INVESTMENTS" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after giving effect to any such sale or disposition, such Person is
no longer a Restricted Subsidiary of the Company, the Company will be deemed to
have made an Investment on the date of any such sale or disposition equal to the
fair market value of the Equity Interests of such Restricted Subsidiary not sold
or disposed of in an amount determined as provided in the second paragraph of
Section 4.07(b). The acquisition by the Company or any Subsidiary of the Company
of a Person that holds an Investment in a third Person will be deemed to be an
Investment by the Company or such Subsidiary in such third Person in an amount
equal to the fair market value of the Investment held by the acquired Person in
such third Person in an amount determined as provided in the last paragraph of
Section 4.07(b).

        "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

        "LETTER OF TRANSMITTAL" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

        "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "LIQUIDATED DAMAGES" means all liquidated damages then owing pursuant to
Section 7 of the Registration Rights Agreement.

        "NET INCOME" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however:

                                       11


               (1)    any gain (but not loss), together with any related
        provision for taxes on such gain (but not loss), realized in connection
        with:

                      (a)  any Asset Sale, including, without limitation,
        dispositions pursuant to sale and leaseback transactions; or

                      (b)  the disposition of any securities by such Person or
        any of its Restricted Subsidiaries or the extinguishment of any
        Indebtedness of such Person or any of its Restricted Subsidiaries; and

               (2)    any extraordinary or nonrecurring gain (but not loss),
        together with any related provision for taxes on such extraordinary or
        nonrecurring gain (but not loss).

        "NET PROCEEDS" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP.

        "NON-RECOURSE DEBT" means Indebtedness:

               (1)    as to which neither the Company nor any of its Restricted
        Subsidiaries (a) provides credit support of any kind (including any
        undertaking, agreement or instrument that would constitute
        Indebtedness), (b) is directly or indirectly liable (as a guarantor or
        otherwise), or (c) constitutes the lender;

               (2)    no default with respect to which (including any rights
        that the holders thereof may have to take enforcement action against an
        Unrestricted Subsidiary) would permit (upon notice, lapse of time or
        both) any holder of any other Indebtedness (other than the Notes) of the
        Company or any of its Restricted Subsidiaries to declare a default on
        such other Indebtedness or cause the payment thereof to be accelerated
        or payable prior to its stated maturity; and

               (3)    as to which the lenders have been notified in writing that
        they will not have any recourse to the stock or assets of the Company or
        any of its Restricted Subsidiaries.

        "NON-U.S. PERSON" means a Person who is not a U.S. Person.

        "NOTE GUARANTEE" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

        "NOTES" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture.

        "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness, and in all cases whether now
outstanding or hereafter created, assumed or incurred and including, without
limitation, interest accruing subsequent to the filing of a petition in
bankruptcy at the rate provided in the

                                       12


relevant document, whether or not an allowed claim, and any obligation to redeem
or defease any of the foregoing.

        "OFFICER" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

        "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

        "OPINION OF COUNSEL" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
12.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

        "PARTICIPANT" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

        "PERMITTED BUSINESS" means any of the businesses and any other
businesses related to the businesses engaged in by the Company and its
respective Restricted Subsidiaries on the date of the Indenture.

        "PERMITTED HOLDERS" means the holders of the Company's 18% Senior
Convertible Redeemable Preferred Stock due 2008.

        "PERMITTED INVESTMENTS" means :

               (1)    any Investment in the Company or in a Wholly Owned
        Restricted Subsidiary of the Company that is engaged in a Permitted
        Business;

               (2)    any Investment in Cash Equivalents;

               (3)    any Investment by the Company or any Restricted Subsidiary
        of the Company in a Person, if as a result of such Investment:

                      (a)  such Person becomes a Wholly Owned Restricted
        Subsidiary of the Company that is engaged in a Permitted Business; or

                      (b)  such Person is merged, consolidated or amalgamated
        with or into, or transfers or conveys all or substantially all of its
        assets to, or is liquidated into, the Company or a Wholly Owned
        Restricted Subsidiary of the Company that is engaged in a Permitted
        Business;

               (4)    any Investment made as a result of the receipt of non-cash
        consideration from an Asset Sale that was made pursuant to and in
        compliance with Section 3.09;

               (5)    any acquisition of assets solely in exchange for the
        issuance of Equity Interests (other than Disqualified Stock) of the
        Company;

                                       13


               (6)    any loans or advances made after the date of this
        Indenture to Steamboat Holdings, Inc. or any successor thereto not to
        exceed $10.0 million at any time outstanding;

               (7)    any travel and other like advances in the ordinary course
        of business consistent with past practices to officers, employees and
        consultants of the Company or a Subsidiary of the Company;

               (8)    any other Investments in any Person having an aggregate
        fair market value (measured on the date each such Investment was made
        and without giving effect to subsequent changes in value), when taken
        together with all other Investments made pursuant to this clause (8)
        that are at the time not to exceed $10 million; and

               (9)    any loans or advances made after the date of this
        Indenture to AP Holdings, Inc., not to exceed $9.0 million at any time
        outstanding.

        "PERMITTED LIENS" means:

               (1)    Liens on assets of the Company or any Guarantor securing
        Indebtedness and other Obligations under Credit Facilities that were
        permitted by the terms of this Indenture to be incurred;

               (2)    Liens in favor of the Company;

               (3)    Liens on property of a Person existing at the time such
        Person is merged with or into or consolidated with the Company or any
        Restricted Subsidiary of the Company; PROVIDED, that such Liens were in
        existence prior to the contemplation of such merger or consolidation and
        do not extend to any assets other than those of the Person merged into
        or consolidated with the Company or the Subsidiary;

               (4)    Liens on property existing at the time of acquisition of
        the property by the Company or any Restricted Subsidiary of the Company;
        PROVIDED, that such Liens were in existence prior to the contemplation
        of such acquisition;

               (5)    Liens to secure the performance of bids, tenders,
        contracts, statutory obligations, surety or appeal bonds, performance
        bonds or other obligations of a like nature incurred in the ordinary
        course of business;

               (6)    Liens existing on the date of this Indenture;

               (7)    Liens for taxes, assessments or governmental charges or
        claims that are not yet delinquent or that are being contested in good
        faith by appropriate proceedings promptly instituted and diligently
        concluded; PROVIDED, that any reserve or other appropriate provision as
        is required in conformity with GAAP has been made therefor;

               (8)    Liens incurred in the ordinary course of business of the
        Company or any Restricted Subsidiary of the Company with respect to
        obligations that do not exceed $5.0 million at any one time outstanding
        and that (a) are not incurred in connection with the borrowing of money
        or the obtaining of advances or credit (other than trade credit in the
        ordinary course of business) and (b) do not in the aggregate materially
        detract from the value of the property or materially impair the use
        thereof in the operation of business by the Company or such Restricted
        Subsidiary;

                                       14


               (9)    Liens on assets of Unrestricted Subsidiaries that secure
        Non-Recourse Debt of Unrestricted Subsidiaries;

               (10)   Liens on the daily revenues in favor of Persons other than
        the Company and its Restricted Subsidiaries who are parties to parking
        facility agreements for the amounts due to them pursuant thereto;

               (11)   Liens arising by applicable law in respect of employees'
        wages, salaries or commissions not overdue;

               (12)   Liens arising out of judgments or awards not in excess of
        $5.0 million with respect to which the Company or its Subsidiary with
        respect to which the Company or such Subsidiaries are prosecuting an
        appeal or a proceeding or review and the enforcement of such Lien is
        stayed pending such appeal or review; and

               (13)   Liens to secure Indebtedness (including Capital Lease
        Obligations) permitted by clause (4) of Section 4.09(c) covering only
        the assets acquired with such Indebtedness.

        "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund, other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided that:

               (1)    the principal amount (or accreted value, if applicable) of
        such Permitted Refinancing Indebtedness does not exceed the principal
        amount (or accreted value, if applicable) of the Indebtedness extended,
        refinanced, renewed, replaced, defeased or refunded (plus all accrued
        interest on the Indebtedness and the amount of all reasonable expenses
        incurred in connection therewith) ;

               (2)    such Permitted Refinancing Indebtedness has a final
        maturity date later than the final maturity date of, and has a Weighted
        Average Life to Maturity equal to or greater than the Weighted Average
        Life to Maturity of, the Indebtedness being extended, refinanced,
        renewed, replaced, defeased or refunded;

               (3)    if the Indebtedness being extended, refinanced, renewed,
        replaced, defeased or refunded is subordinated in right of payment to
        the Notes, such Permitted Refinancing Indebtedness has a final maturity
        date later than the final maturity date of, and is subordinated in right
        of payment to, the Notes on terms at least as favorable to the Holders
        of Notes as those contained in the documentation governing the
        Indebtedness being extended, refinanced, renewed, replaced, defeased or
        refunded; and

               (4)    such Indebtedness is incurred either by the Company or by
        the Restricted Subsidiary who is the obligor on the Indebtedness being
        extended, refinanced, renewed, replaced, defeased or refunded.

        "PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other agency.

        "PRINCIPALS" means Steamboat Holdings, Inc., John V. Holten or, in the
case of the Company, AP Holdings, Inc.

                                       15


        "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

        "PRIVATELY PLACED GLOBAL NOTE" means a Global Note substantially in the
form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name
of, the Depositary or its nominee that will be issued in a denomination equal to
the outstanding principal amount of the Notes sold in reliance on an exemption
from Section 5 of the Securities Act.

        "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

        "RECEIVABLES" means, with respect to any Person, all of the following
property and interests in property of such Person, whether now existing or
existing in the future or hereafter acquired or arising:

               (1)    accounts;

               (2)    accounts receivable incurred in the ordinary course of
        business, including without limitation, all rights to payment created by
        or arising from sales of goods, leases of goods or the rendition of
        services no matter how evidenced, whether or not earned by performance;

               (3)    all rights to any goods or merchandise represented by any
        of the foregoing after creation of the foregoing, including, without
        limitation, returned or repossessed goods;

               (4)    all reserves and credit balances with respect to any such
        accounts receivable or account debtors;

               (5)    all letters of credit, security or guarantees for any of
        the foregoing,

               (6)    all insurance policies or reports relating to any of the
        foregoing;

               (7)    all collection or deposit accounts relating to any of the
        foregoing;

               (8)    all proceeds of the foregoing; and

               (9)    all books and records relating to any of the foregoing.

        "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of January 11, 2002, among the Company, the Guarantors and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements among the Company, the
Guarantors and the other parties thereto, as such agreement(s) may be amended,
modified or supplemented from time to time, relating to rights given by the
Company to the purchasers of Additional Notes to register such Additional Notes
under the Securities Act.

        "REGULATION S" means Regulation S promulgated under the Securities Act.

        "REGULATION S GLOBAL NOTE" means a Global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

        "RELATED PARTY" means:

                                       16


               (1)    any controlling stockholder, 80% (or more) owned
        Subsidiary, or spouse or immediate family member (in the case of an
        individual) of any Principal; or

               (2)    any trust, corporation, partnership or other entity, the
        beneficiaries, stockholders, partners, owners or Persons beneficially
        holding an 80% or more controlling interest of which consist of any one
        or more Principals and/or such other Persons referred to in the
        immediately preceding clause (1) .

        "REORGANIZATION SECURITIES" means securities distributed to the Holders
of the Notes in an Insolvency or Liquidation Proceeding pursuant to a plan of
reorganization consented to by each class of the Senior Debt, but only if all of
the terms and conditions of such securities (including, without limitation,
term, tenor, interest, amortization, subordination, standstills, covenants and
defaults), are at least as favorable (and provide the same relative benefits) to
the holders of Senior Debt and to the holders of any security distributed in
such Insolvency or Liquidation Proceeding on account of any such Senior Debt as
the terms and conditions of the Notes and the Indenture are, and provide to the
holders of Senior Debt.

        "REPRESENTATIVE" means the trustee, agent or representative for any
Senior Debt.

        "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration Department of the Trustee (or
any successor group of the Trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

        "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing the Private
Placement Legend.

        "RESTRICTED GLOBAL NOTE" means a Global Note bearing the Private
Placement Legend.

        "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

        "RESTRICTED SUBSIDIARY" means any Subsidiary that is not an Unrestricted
Subsidiary.

        "RULE 144" means Rule 144 promulgated under the Securities Act.

        "RULE 144A" means Rule 144A promulgated under the Securities Act.

        "RULE 903" means Rule 903 promulgated under the Securities Act.

        "RULE 904" means Rule 904 promulgated under the Securities Act.

        "SEC" means the Securities and Exchange Commission.

        "SECURITIES ACT" means the Securities Act of 1933, as amended.

        "SECURITY AGREEMENT" means the Security Agreement dated as of the date
of this Indenture and substantially in the form attached as Exhibit G-1 hereto,
as such agreement may be amended, modified or supplemented from time to time.

        "SECURITY DOCUMENTS" means (1) the Security Agreement; (2) the Pledge
Security Agreement, dated as of the date of this Indenture and substantially in
the form attached as Exhibit G-2 (3) the Patent

                                       17


Collateral Assignment and Security Agreement dated as of the date of this
Indenture and substantially in the form attached as Exhibit G-3; (4) the
Trademark Collateral Pledge and Security Agreement dated as of the date of this
Indenture and substantially in the form attached as Exhibit G-4 (5) the
Memorandum of Grant of Security Interest in Copyrights dated as of the date of
this Indenture and substantially in the form attached as Exhibit G-5; (6) the
Partnership Interests Security Agreement dated as of the date of this Indenture
and substantially in the form attached as Exhibit G-6; (7) the Limited Liability
Company Membership Interests Security Agreement dated as of the date of this
Indenture and substantially in the form attached as Exhibit G-7; and (8) the
Joint Venture Interest Security Agreement dated as of the date of this Indenture
and substantially in the form attached as Exhibit G-8.

        "SENIOR DEBT" means:

               (1)    all Indebtedness outstanding under the Credit Agreement,
        including any Guarantees thereof and all Hedging Obligations with
        respect thereto;

               (2)    any other Indebtedness permitted to be incurred by the
        Company or its Restricted Subsidiaries under the terms of this
        Indenture, unless the instrument under which such Indebtedness is
        incurred expressly provides that it is on a parity with or subordinated
        in right of payment to the Notes; and

               (3)    all Obligations with respect to the foregoing.
        Notwithstanding anything to the contrary in the foregoing, Senior Debt
        will not include:

               (4)    any liability for federal, state, local or other taxes
        owed or owing by the Company;

               (5)    any Indebtedness of the Company to any of its Subsidiaries
        or other Affiliates;

               (6)    any trade payables; or

               (7)    any Indebtedness that is incurred in violation of this
        Indenture.

        "SHELF REGISTRATION STATEMENT" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

        "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

        "STATED MATURITY" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

        "SUBORDINATED NOTE INDENTURE" means that certain indenture, dated as of
March 30, 1998, by and among, the Company, the guarantors named therein and
State Street Bank and Trust Company, as trustee as such agreement is in effect
on the date of this Indenture.

        "SUBORDINATED NOTES" means the Company's 9 1/4% Senior Subordinated
Notes due 2008 issued pursuant to the Subordinated Note Indenture.

                                       18


        "SUBSIDIARY" means, with respect to any specified Person:

               (1)    any corporation, association or other business entity of
        which more than 50% of the total voting power of shares of Capital Stock
        entitled (without regard to the occurrence of any contingency) to vote
        in the election of directors, managers or trustees of the corporation,
        association or other business entity is at the time owned or controlled,
        directly or indirectly, by that Person or one or more of the other
        Subsidiaries of that Person (or a combination thereof); and

               (2)    any partnership (a) the sole general partner or the
        managing general partner of which is such Person or a Subsidiary of such
        Person or (b) the only general partners of which are that Person or one
        or more Subsidiaries of that Person (or any combination thereof).

        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA; PROVIDED, HOWEVER, that in the event the Trust Indenture Act is
amended after such date, "Trust Indenture Act" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

        "TRUSTEE" means the party named as such in the preamble to this
Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

        "UNRESTRICTED GLOBAL NOTE" means a permanent global Note substantially
in the form of Exhibit A attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, that is deposited with or on behalf of and registered in the name of
the Depositary, and that does not bear the Private Placement Legend.

        "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

        "UNRESTRICTED SUBSIDIARY" means any Subsidiary that is designated by the
Board of Directors as an Unrestricted Subsidiary pursuant to a resolution of the
Board of Directors; but only to the extent that such Subsidiary:

               (1)    has no Indebtedness other than Non-Recourse Debt;

               (2)    is not party to any agreement, contract, arrangement or
        understanding with the Company or any Restricted Subsidiary of the
        Company unless the terms of any such agreement, contract, arrangement or
        understanding are no less favorable to the Company or such Restricted
        Subsidiary than those that might be obtained at the time from Persons
        who are not Affiliates of the Company;

               (3)    is a Person with respect to which neither the Company nor
        any of its Restricted Subsidiaries has any direct or indirect obligation
        (i) to subscribe for additional Equity Interests or (ii) to maintain or
        preserve such Person's financial condition or to cause such Person to
        achieve any specified levels of operating results; and

               (4)    has not guaranteed or otherwise directly or indirectly
        provided credit support for any Indebtedness of the Company or any of
        its Restricted Subsidiaries. Any such designation by the Board of
        Directors of the Company shall be evidenced to the Trustee by filing
        with the Trustee a certified copy of the resolution of the Board of
        Directors giving effect to such designation and an Officers' Certificate
        certifying that such designation complied with the

                                       19


        foregoing conditions and was permitted by Section 4.07. If, at any time,
        any Unrestricted Subsidiary would fail to meet the foregoing
        requirements as an Unrestricted Subsidiary, it shall thereafter cease to
        be an Unrestricted Subsidiary for purposes of this Indenture and any
        Indebtedness of such Subsidiary shall be deemed to be incurred by a
        Restricted Subsidiary of the Company as of such date (and, if such
        Indebtedness is not permitted to be incurred as of such date under
        Section 4.09, the Company shall be in default of Section 4.09). The
        Board of Directors of the Company may at any time designate any
        Unrestricted Subsidiary to be a Restricted Subsidiary; PROVIDED, that
        such designation shall be deemed to be an incurrence of Indebtedness by
        a Restricted Subsidiary of the Company of any outstanding Indebtedness
        of such Unrestricted Subsidiary and such designation shall only be
        permitted if (i) such Indebtedness is permitted under Section 4.09, and
        (ii) no Default or Event of Default would be in existence following such
        designation.

        "U.S. PERSON" means a U.S. Person as defined in Rule 902(o) under the
Securities Act.

        "VOTING STOCK" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

        "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

               (1)    the sum of the products obtained by multiplying (x) the
        amount of each then remaining installment, sinking fund, serial maturity
        or other required payments of principal, including payment at final
        maturity, in respect of the Indebtedness, by (y) the number of years
        (calculated to the nearest one-twelfth) that will elapse between such
        date and the making of such payment; by

               (2)    the then outstanding principal amount of such
        Indebtedness.

        "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Subsidiaries of
such Person or by such Person and one or more Wholly Owned Subsidiaries of such
Person.

        "WHOLLY OWNED SUBSIDIARY" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

Section 1.02      OTHER DEFINITIONS.



                                                                                                DEFINED IN
        TERM                                                                                      SECTION
        ----                                                                                      -------
                                                                                                
        "AFFILIATE TRANSACTION".............................................................       4.11
        "ASSET SALE OFFER"..................................................................       3.09
        "AUTHENTICATION ORDER"..............................................................       2.02
        "CHANGE OF CONTROL OFFER"...........................................................       4.15
        "CHANGE OF CONTROL PAYMENT".........................................................       4.15
        "CHANGE OF CONTROL PAYMENT DATE"....................................................       4.15
        "COVENANT DEFEASANCE"...............................................................       8.03


                                       20




                                                                                                DEFINED IN
        TERM                                                                                      SECTION
        ----                                                                                      -------
                                                                                               
        "DTC"...............................................................................       2.03
        "EVENT OF DEFAULT"..................................................................       6.01
        "EXCESS PROCEEDS"...................................................................       4.10
        "INCUR".............................................................................       4.09
        "LEGAL DEFEASANCE"..................................................................       8.02
        "OFFER AMOUNT"......................................................................       3.09
        "OFFER PERIOD"......................................................................       3.09
        "PAYING AGENT"......................................................................       2.03
        "PAYMENT NOTICE"....................................................................      10.04
        "PAYMENT BLOCKAGE PERIOD............................................................      10.04
        "PERMITTED DEBT"....................................................................       4.09
        "PERMITTED JUNIOR SECURITIES".......................................................      10.02
        "PIK NOTES".........................................................................       2.01
        "PURCHASE DATE".....................................................................       3.09
        "REGISTRAR".........................................................................       2.03
        "RESTRICTED PAYMENTS"...............................................................       4.07


Section 1.03   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

        Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

        The following TIA terms used in this Indenture have the following
meanings:

        "INDENTURE SECURITIES" means the Notes;

        "INDENTURE SECURITY HOLDER" means a Holder of a Note;

        "INDENTURE TO BE QUALIFIED" means this Indenture;

        "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and

        "OBLIGOR" on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.

        All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04   RULES OF CONSTRUCTION.

        Unless the context otherwise requires:

               (1)    a term has the meaning assigned to it;

               (2)    an accounting term not otherwise defined has the meaning
        assigned to it in accordance with GAAP;

               (3)    "or" is not exclusive;

                                       21


               (4)    words in the singular include the plural, and in the
        plural include the singular;

               (5)    "will" shall be interpreted to express a command;

               (6)    provisions apply to successive events and transactions;
        and

               (7)    references to sections of or rules under the Securities
        Act will be deemed to include substitute, replacement or successor
        sections or rules adopted by the SEC from time to time.

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01   FORM AND DATING.

        (a)    GENERAL. The Notes and the Trustee's certificate of
authentication will be substantially in the form of Exhibit A attached hereto.
The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Note will be dated the date of its authentication.
The Notes shall be in denominations of $100 and integral multiples thereof;
PROVIDED, HOWEVER, to the extent that the amount of Notes to be issued is
greater than $1,000 in principal amount, the Notes shall be issued in multiples
of $1,000 and integral multiples thereof, with the remaining principal amount
issued in denominations of $100 principal amount and integral multiples thereof.
Additional Notes paid as interest (the "PIK Notes") will be issued in
denominations of $100 principal amount and integral multiples thereof. The
amount of PIK Notes issued will be rounded down to the nearest $100 with any
fractional amount paid to the applicable Holder in cash. PIK Notes will bear
interest (including interest paid on the date of maturity of the Notes) and
Liquidated Damages, if any, in a manner identical to all other Notes issued
under this Indenture.

        The terms and provisions contained in the Notes will constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

        (b)    GLOBAL NOTES. Notes issued in global form will be substantially
in the form of Exhibit A attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form will be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note will represent such of the outstanding Notes as will
be specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

        (c)    (1)    EUROCLEAR AND CLEARSTREAM PROCEDURES APPLICABLE. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream Banking" and "Customer Handbook"

                                       22


of Clearstream will be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held by Participants through Euroclear or
Clearsteam.

Section 2.02   EXECUTION AND AUTHENTICATION.

        One Officer must sign the Notes for the Company by manual or facsimile
signature.

        If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note will nevertheless be valid.

        A Note will not be valid until authenticated by the manual signature of
the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

        The Trustee will, upon receipt of a written order of the Company signed
by two Officers (an "AUTHENTICATION ORDER"), authenticate PIK Notes and Notes
for original issue up to the aggregate principal amount stated in paragraph 4 of
the Notes. The aggregate principal amount of Notes outstanding at any time may
not exceed such amount except as provided in Section 2.08 hereof.

        The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03   REGISTRAR AND PAYING AGENT.

        The Company will maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("REGISTRAR") and an
office or agency where Notes may be presented for payment ("PAYING AGENT"). The
Registrar will keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company will notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

        The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

        The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04   PAYING AGENT TO HOLD MONEY IN TRUST.

        The Company will require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Liquidated Damages, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) will have no further liability for the money delivered to the
Trustee. If the Company or a Subsidiary acts as Paying

                                       23


Agent, it will segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee will serve as
Paying Agent for the Notes.

Section 2.05   HOLDER LISTS.

        The Trustee will preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company will furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.06   TRANSFER AND EXCHANGE.

        (a)    TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

               (1)    the Company delivers to the Trustee notice from the
        Depositary that it is unwilling or unable to continue to act as
        Depositary or that it is no longer a clearing agency registered under
        the Exchange Act and, in either case, a successor Depositary is not
        appointed by the Company within 120 days after the date of such notice
        from the Depositary;

               (2)    the Company in its sole discretion determines that the
        Global Notes (in whole but not in part) should be exchanged for
        Definitive Notes and delivers a written notice to such effect to the
        Trustee; or

               (3)    there has occurred and is continuing a Default or Event of
        Default with respect to the Notes and the Trustee requests that the
        Global Notes be exchanged for Definitive Notes.

        Upon the occurrence of either of the preceding events in (1) or (2)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a); however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

        (b)    TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL
NOTES. The transfer and exchange of beneficial interests in the Global Notes
will be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Transfers of beneficial interests
in the Global Notes also will require compliance with either subparagraph (1) or
(2) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:

               (1)    TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL NOTE.
        Beneficial interests in any Restricted Global Note may be transferred to
        Persons who take delivery thereof in the form of a beneficial interest
        in the same Restricted Global Note in accordance with the transfer

                                       24


        restrictions set forth in the Private Placement Legend; PROVIDED,
        HOWEVER, that prior to the expiration of the Restricted Period,
        transfers of beneficial interests in the Regulation S Global Note may
        not be made to a U.S. Person or for the account or benefit of a U.S.
        Person. Beneficial interests in any Unrestricted Global Note may be
        transferred to Persons who take delivery thereof in the form of a
        beneficial interest in an Unrestricted Global Note. No written orders or
        instructions shall be required to be delivered to the Registrar to
        effect the transfers described in this Section 2.06(b)(1).

               (2)    ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS
        IN GLOBAL NOTES. In connection with all transfers and exchanges of
        beneficial interests that are not subject to Section 2.06(b)(1) above,
        the transferor of such beneficial interest must deliver to the Registrar
        either:

                      (A)  both:

                           (i)   a written order from a Participant or an
                      Indirect Participant given to the Depositary in accordance
                      with the Applicable Procedures directing the Depositary to
                      credit or cause to be credited a beneficial interest in
                      another Global Note in an amount equal to the beneficial
                      interest to be transferred or exchanged; and

                           (ii)  instructions given in accordance with the
                      Applicable Procedures containing information regarding the
                      Participant account to be credited with such increase; or

                      (B)  both:

                           (i)   a written order from a Participant or an
                      Indirect Participant given to the Depositary in accordance
                      with the Applicable Procedures directing the Depositary to
                      cause to be issued a Definitive Note in an amount equal to
                      the beneficial interest to be transferred or exchanged;
                      and

                           (ii)  instructions given by the Depositary to the
                      Registrar containing information regarding the Person in
                      whose name such Definitive Note shall be registered to
                      effect the transfer or exchange referred to in (1) above.
                      Upon consummation of an Exchange Offer by the Company in
                      accordance with Section 2.06(f) hereof, the requirements
                      of this Section 2.06(b)(2) shall be deemed to have been
                      satisfied upon receipt by the Registrar of the
                      instructions contained in the Letter of Transmittal
                      delivered by the Holder of such beneficial interests in
                      the Restricted Global Notes. Upon satisfaction of all of
                      the requirements for transfer or exchange of beneficial
                      interests in Global Notes contained in this Indenture and
                      the Notes or otherwise applicable under the Securities
                      Act, the Trustee shall adjust the principal amount of the
                      relevant Global Note(s) pursuant to Section 2.06(h)
                      hereof.

               (3)    TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER RESTRICTED
        GLOBAL NOTE. A beneficial interest in any Restricted Global Note may be
        transferred to a Person who takes delivery thereof in the form of a
        beneficial interest in another Restricted Global Note if the transfer
        complies with the requirements of Section 2.06(b)(2) above and the
        Registrar receives the following:

                                       25


                      (A)  if the transferee will take delivery in the form of a
               beneficial interest in the Privately Placed Global Note, then the
               transferor must deliver a certificate in the form of Exhibit B
               hereto, including the certifications in item (1) thereof;

                      (B) if the transferee will take delivery in the form of a
               beneficial interest in the Regulation S Global Note, then the
               transferor must deliver a certificate in the form of Exhibit B
               hereto, including the certifications in item (2) thereof; and

                      (C) if the transferee will take delivery in the form of a
               beneficial interest in the IAI Global Note, then the transferor
               must deliver a certificate in the form of Exhibit B hereto,
               including the certifications, certificates and Opinion of Counsel
               required by item (3) thereof, if applicable.

               (4)    TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN A
        RESTRICTED GLOBAL NOTE FOR BENEFICIAL INTERESTS IN AN UNRESTRICTED
        GLOBAL NOTE. A beneficial interest in any Restricted Global Note may be
        exchanged by any holder thereof for a beneficial interest in an
        Unrestricted Global Note or transferred to a Person who takes delivery
        thereof in the form of a beneficial interest in an Unrestricted Global
        Note if the exchange or transfer complies with the requirements of
        Section 2.06(b)(2) above and:

                      (A)  such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the holder of the beneficial interest to be
               transferred, in the case of an exchange, or the transferee, in
               the case of a transfer, certifies in the applicable Letter of
               Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
               participating in the distribution of the Exchange Notes or (iii)
               a Person who is an affiliate (as defined in Rule 144) of the
               Company;

                      (B)  such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                      (C)  such transfer is effected by a Broker-Dealer pursuant
               to the Exchange Offer Registration Statement in accordance with
               the Registration Rights Agreement; or

                      (D)  the Registrar receives the following:

                           (i)   if the holder of such beneficial interest in a
                      Restricted Global Note proposes to exchange such
                      beneficial interest for a beneficial interest in an
                      Unrestricted Global Note, a certificate from such holder
                      in the form of Exhibit C hereto, including the
                      certifications in item (1)(a) thereof; or

                           (ii)  if the holder of such beneficial interest in a
                      Restricted Global Note proposes to transfer such
                      beneficial interest to a Person who shall take delivery
                      thereof in the form of a beneficial interest in an
                      Unrestricted Global Note, a certificate from such holder
                      in the form of Exhibit B hereto, including the
                      certifications in item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests or if the Applicable Procedures so require,
               an Opinion of Counsel in form reasonably acceptable to the
               Registrar to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the

                                       26


               Private Placement Legend are no longer required in order to
               maintain compliance with the Securities Act.

        If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

        Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

        (c)    TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS FOR DEFINITIVE
NOTES.

               (1)    BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
        RESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest in a
        Restricted Global Note proposes to exchange such beneficial interest for
        a Restricted Definitive Note or to transfer such beneficial interest to
        a Person who takes delivery thereof in the form of a Restricted
        Definitive Note, then, upon receipt by the Registrar of the following
        documentation:

                      (A)  if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Restricted Definitive Note, a certificate from
               such holder in the form of Exhibit C hereto, including the
               certifications in item (2)(a) thereof;

                      (B)  if such beneficial interest is being transferred to a
               QIB in accordance with Rule 144A, a certificate to the effect set
               forth in Exhibit B hereto, including the certifications in item
               (1) thereof;

                      (C)  if such beneficial interest is being transferred to a
               Non-U.S. Person in an offshore transaction in accordance with
               Rule 903 or Rule 904, a certificate to the effect set forth in
               Exhibit B hereto, including the certifications in item (2)
               thereof;

                      (D)  if such beneficial interest is being transferred
               pursuant to an exemption from the registration requirements of
               the Securities Act in accordance with Rule 144, a certificate to
               the effect set forth in Exhibit B hereto, including the
               certifications in item (3)(a) thereof;

                      (E)  if such beneficial interest is being transferred to
               an Institutional Accredited Investor in reliance on an exemption
               from the registration requirements of the Securities Act other
               than those listed in subparagraphs (B) through (D) above, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications, certificates and Opinion of Counsel
               required by item (3) thereof, if applicable;

                      (F)  if such beneficial interest is being transferred to
               the Company or any of its Subsidiaries, a certificate to the
               effect set forth in Exhibit B hereto, including the
               certifications in item (3)(b) thereof; or

                      (G)  if such beneficial interest is being transferred
               pursuant to an effective registration statement under the
               Securities Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (3)(c) thereof,

                                       27


the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

               (2)    BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
        UNRESTRICTED DEFINITIVE NOTES. A holder of a beneficial interest in a
        Restricted Global Note may exchange such beneficial interest for an
        Unrestricted Definitive Note or may transfer such beneficial interest to
        a Person who takes delivery thereof in the form of an Unrestricted
        Definitive Note only if:

                      (A)  such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the holder of such beneficial interest, in the case
               of an exchange, or the transferee, in the case of a transfer,
               certifies in the applicable Letter of Transmittal that it is not
               (i) a Broker-Dealer, (ii) a Person participating in the
               distribution of the Exchange Notes or (iii) a Person who is an
               affiliate (as defined in Rule 144) of the Company;

                      (B)  such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                      (C)  such transfer is effected by a Broker-Dealer pursuant
               to the Exchange Offer Registration Statement in accordance with
               the Registration Rights Agreement; or

                      (D)  the Registrar receives the following:

                           (i)   if the holder of such beneficial interest in a
                      Restricted Global Note proposes to exchange such
                      beneficial interest for a Definitive Note that does not
                      bear the Private Placement Legend, a certificate from such
                      holder in the form of Exhibit C hereto, including the
                      certifications in item (1)(b) thereof; or

                           (ii)  if the holder of such beneficial interest in a
                      Restricted Global Note proposes to transfer such
                      beneficial interest to a Person who shall take delivery
                      thereof in the form of a Definitive Note that does not
                      bear the Private Placement Legend, a certificate from such
                      holder in the form of Exhibit B hereto, including the
                      certifications in item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests or if the Applicable Procedures so require,
               an Opinion of Counsel in form reasonably acceptable to the
               Registrar to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the Private Placement Legend are
               no longer required in order to maintain compliance with the
               Securities Act.

                                       28


               (3)    BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES TO
        UNRESTRICTED DEFINITIVE NOTES. If any holder of a beneficial interest in
        an Unrestricted Global Note proposes to exchange such beneficial
        interest for a Definitive Note or to transfer such beneficial interest
        to a Person who takes delivery thereof in the form of a Definitive Note,
        then, upon satisfaction of the conditions set forth in Section
        2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount
        of the applicable Global Note to be reduced accordingly pursuant to
        Section 2.06(h) hereof, and the Company will execute and the Trustee
        will authenticate and deliver to the Person designated in the
        instructions a Definitive Note in the appropriate principal amount. Any
        Definitive Note issued in exchange for a beneficial interest pursuant to
        this Section 2.06(c)(3) will be registered in such name or names and in
        such authorized denomination or denominations as the holder of such
        beneficial interest requests through instructions to the Registrar from
        or through the Depositary and the Participant or Indirect Participant.
        The Trustee will deliver such Definitive Notes to the Persons in whose
        names such Notes are so registered. Any Definitive Note issued in
        exchange for a beneficial interest pursuant to this Section 2.06(c)(3)
        will not bear the Private Placement Legend.

        (d)    TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS.

               (1)    RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
        RESTRICTED GLOBAL NOTES. If any Holder of a Restricted Definitive Note
        proposes to exchange such Note for a beneficial interest in a Restricted
        Global Note or to transfer such Restricted Definitive Notes to a Person
        who takes delivery thereof in the form of a beneficial interest in a
        Restricted Global Note, then, upon receipt by the Registrar of the
        following documentation:

                      (A)  if the Holder of such Restricted Definitive Note
               proposes to exchange such Note for a beneficial interest in a
               Restricted Global Note, a certificate from such Holder in the
               form of Exhibit C hereto, including the certifications in item
               (2)(b) thereof;

                      (B)  if such Restricted Definitive Note is being
               transferred to a QIB in accordance with Rule 144A, a certificate
               to the effect set forth in Exhibit B hereto, including the
               certifications in item (1) thereof;

                      (C)  if such Restricted Definitive Note is being
               transferred to a Non-U.S. Person in an offshore transaction in
               accordance with Rule 903 or Rule 904, a certificate to the effect
               set forth in Exhibit B hereto, including the certifications in
               item (2) thereof;

                      (D)  if such Restricted Definitive Note is being
               transferred pursuant to an exemption from the registration
               requirements of the Securities Act in accordance with Rule 144, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications in item (3)(a) thereof;

                      (E)  if such Restricted Definitive Note is being
               transferred to an Institutional Accredited Investor in reliance
               on an exemption from the registration requirements of the
               Securities Act other than those listed in subparagraphs (B)
               through (D) above, a certificate to the effect set forth in
               Exhibit B hereto, including the certifications, certificates and
               Opinion of Counsel required by item (3) thereof, if applicable;

                      (F)  if such Restricted Definitive Note is being
               transferred to the Company or any of its Subsidiaries, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications in item (3)(b) thereof; or

                                       29


                      (G)  if such Restricted Definitive Note is being
               transferred pursuant to an effective registration statement under
               the Securities Act, a certificate to the effect set forth in
               Exhibit B hereto, including the certifications in item (3)(c)
               thereof,

               the Trustee will cancel the Restricted Definitive Note, increase
               or cause to be increased the aggregate principal amount of, in
               the case of clause (A) above, the appropriate Restricted Global
               Note, in the case of clause (B) above, the Privately Placed
               Global Note, in the case of clause (C) above, the Regulation S
               Global Note, and in all other cases, the IAI Global Note.

               (2)    RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
        UNRESTRICTED GLOBAL NOTES. A Holder of a Restricted Definitive Note may
        exchange such Note for a beneficial interest in an Unrestricted Global
        Note or transfer such Restricted Definitive Note to a Person who takes
        delivery thereof in the form of a beneficial interest in an Unrestricted
        Global Note only if:

                      (A)  such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the Holder, in the case of an exchange, or the
               transferee, in the case of a transfer, certifies in the
               applicable Letter of Transmittal that it is not (i) a
               Broker-Dealer, (ii) a Person participating in the distribution of
               the Exchange Notes or (iii) a Person who is an affiliate (as
               defined in Rule 144) of the Company;

                      (B)  such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                      (C)  such transfer is effected by a Broker-Dealer pursuant
               to the Exchange Offer Registration Statement in accordance with
               the Registration Rights Agreement; or

                      (D) the Registrar receives the following:

                           (i)   if the Holder of such Definitive Notes proposes
                      to exchange such Notes for a beneficial interest in the
                      Unrestricted Global Note, a certificate from such Holder
                      in the form of Exhibit C hereto, including the
                      certifications in item (1)(c) thereof; or

                           (ii)  if the Holder of such Definitive Notes proposes
                      to transfer such Notes to a Person who shall take delivery
                      thereof in the form of a beneficial interest in the
                      Unrestricted Global Note, a certificate from such Holder
                      in the form of Exhibit B hereto, including the
                      certifications in item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests or if the Applicable Procedures so require,
               an Opinion of Counsel in form reasonably acceptable to the
               Registrar to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the Private Placement Legend are
               no longer required in order to maintain compliance with the
               Securities Act.

               Upon satisfaction of the conditions of any of the subparagraphs
        in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes
        and increase or cause to be increased the aggregate principal amount of
        the Unrestricted Global Note.

                                       30


               (3)    UNRESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
        UNRESTRICTED GLOBAL NOTES. A Holder of an Unrestricted Definitive Note
        may exchange such Note for a beneficial interest in an Unrestricted
        Global Note or transfer such Definitive Notes to a Person who takes
        delivery thereof in the form of a beneficial interest in an Unrestricted
        Global Note at any time. Upon receipt of a request for such an exchange
        or transfer, the Trustee will cancel the applicable Unrestricted
        Definitive Note and increase or cause to be increased the aggregate
        principal amount of one of the Unrestricted Global Notes.

               If any such exchange or transfer from a Definitive Note to a
        beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D)
        or (3) above at a time when an Unrestricted Global Note has not yet been
        issued, the Company will issue and, upon receipt of an Authentication
        Order in accordance with Section 2.02 hereof, the Trustee will
        authenticate one or more Unrestricted Global Notes in an aggregate
        principal amount equal to the principal amount of Definitive Notes so
        transferred.

        (e)    TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE NOTES.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar will register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

               (1)    RESTRICTED DEFINITIVE NOTES TO RESTRICTED DEFINITIVE
        NOTES. Any Restricted Definitive Note may be transferred to and
        registered in the name of Persons who take delivery thereof in the form
        of a Restricted Definitive Note if the Registrar receives the following:

                      (A)  if the transfer will be made pursuant to Rule 144A
               under the Securities Act, then the transferor must deliver a
               certificate in the form of Exhibit B hereto, including the
               certifications in item (1) thereof;

                      (B)  if the transfer will be made pursuant to Rule 903 or
               Rule 904, then the transferor must deliver a certificate in the
               form of Exhibit B hereto, including the certifications in item
               (2) thereof; and

                      (C)  if the transfer will be made pursuant to any other
               exemption from the registration requirements of the Securities
               Act, then the transferor must deliver a certificate in the form
               of Exhibit B hereto, including the certifications, certificates
               and Opinion of Counsel required by item (3) thereof, if
               applicable.

               (2)    RESTRICTED DEFINITIVE NOTES TO UNRESTRICTED DEFINITIVE
        NOTES. Any Restricted Definitive Note may be exchanged by the Holder
        thereof for an Unrestricted Definitive Note or transferred to a Person
        or Persons who take delivery thereof in the form of an Unrestricted
        Definitive Note if:

                      (A)  such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the Holder, in the case of an exchange, or the
               transferee, in the case of a transfer, certifies in the
               applicable Letter of Transmittal that it is not (i) a
               broker-dealer, (ii) a Person participating in the distribution

                                       31


               of the Exchange Notes or (iii) a Person who is an affiliate (as
               defined in Rule 144) of the Company;

                      (B)  any such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                      (C)  any such transfer is effected by a Broker-Dealer
               pursuant to the Exchange Offer Registration Statement in
               accordance with the Registration Rights Agreement; or

                      (D)  the Registrar receives the following:

                           (i)   if the Holder of such Restricted Definitive
                      Notes proposes to exchange such Notes for an Unrestricted
                      Definitive Note, a certificate from such Holder in the
                      form of Exhibit C hereto, including the certifications in
                      item (1)(d) thereof; or

                           (ii)  if the Holder of such Restricted Definitive
                      Notes proposes to transfer such Notes to a Person who
                      shall take delivery thereof in the form of an Unrestricted
                      Definitive Note, a certificate from such Holder in the
                      form of Exhibit B hereto, including the certifications in
                      item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests, an Opinion of Counsel in form reasonably
               acceptable to the Company to the effect that such exchange or
               transfer is in compliance with the Securities Act and that the
               restrictions on transfer contained herein and in the Private
               Placement Legend are no longer required in order to maintain
               compliance with the Securities Act.

               (3)    UNRESTRICTED DEFINITIVE NOTES TO UNRESTRICTED DEFINITIVE
        NOTES. A Holder of Unrestricted Definitive Notes may transfer such Notes
        to a Person who takes delivery thereof in the form of an Unrestricted
        Definitive Note. Upon receipt of a request to register such a transfer,
        the Registrar shall register the Unrestricted Definitive Notes pursuant
        to the instructions from the Holder thereof.

        (f)    EXCHANGE OFFER. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

               (1)    one or more Unrestricted Global Notes in an aggregate
        principal amount equal to the principal amount of the beneficial
        interests in the Restricted Global Notes tendered into the Exchange
        Offer by Persons that certify in the applicable Letters of Transmittal
        that (A) they are not Broker-Dealers, (B) they are not participating in
        a distribution of the Exchange Notes and (z) they are not affiliates (as
        defined in Rule 144) of the Company; and

               (2)    Unrestricted Definitive Notes in an aggregate principal
        amount equal to the principal amount of the Restricted Definitive Notes
        accepted for exchange in the Exchange Offer.

        Concurrently with the issuance of such Notes, the Trustee will cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

                                       32


        (g)    LEGENDS. The following legends will appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

               (1)    Private Placement Legend.

                      (A)  Except as permitted by subparagraph (B) below, each
               Global Note and each Definitive Note (and all Notes issued in
               exchange therefore or substitution thereof) shall bear the legend
               in substantially the following form:

"THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN
THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (II) IN
THE UNITED STATES, TO A PERSON THE SELLER REASONABLY BELIEVES IS AN
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A) (1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) WHO, PRIOR TO SUCH TRANSFER,
FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH MAY BE
OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."

                      (B)  Notwithstanding the foregoing, any Global Note or
               Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2),
               (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section
               2.06 (and all Notes issued in exchange therefor or substitution
               thereof) will not bear the Private Placement Legend.

               (2)    GLOBAL NOTE LEGEND. Each Global Note will bear a legend in
        substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS

                                       33


GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
OF APCOA/STANDARD PARKING, INC.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

               (3)    ORIGINAL ISSUE DISCOUNT LEGEND. Each Note will bear a
        legend in substantially the following form:

"THIS NOTE WILL BE CONSIDERED TO HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT
("OID") FOR PURPOSES OF SECTIONS 1271 ET. SEQ. OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED. THE ISSUE DATE OF THIS NOTE IS JANUARY 11, 2002. FOR
INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF OID, AND YIELD TO MATURITY FOR
PURPOSES OF THE OID RULES, PLEASE CONTACT [NAME OF REPRESENTATIVE OF THE
COMPANY], [TITLE] OF APCOA/STANDARD PARKING, INC., AT 900 NORTH MICHIGAN AVENUE,
SUITE 1600, CHICAGO, ILLINOIS 60611, TELECOPIER NO.: (312) 640-6162, ATTENTION:
CHIEF FINANCIAL OFFICER."

        (h)    CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

        (i)    GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

                                       34


               (1)    To permit registrations of transfers and exchanges, the
        Company will execute and the Trustee will authenticate Global Notes and
        Definitive Notes upon receipt of an Authentication Order in accordance
        with Section 2.02 or at the Registrar's request.

               (2)    No service charge will be made to a Holder of a beneficial
        interest in a Global Note or to a Holder of a Definitive Note for any
        registration of transfer or exchange, but the Company may require
        payment of a sum sufficient to cover any transfer tax or similar
        governmental charge payable in connection therewith (other than any such
        transfer taxes or similar governmental charge payable upon exchange or
        transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05
        hereof).

               (3)    The Registrar will not be required to register the
        transfer of or exchange any Note selected for redemption in whole or in
        part, except the unredeemed portion of any Note being redeemed in part.

               (4)    All Global Notes and Definitive Notes issued upon any
        registration of transfer or exchange of Global Notes or Definitive Notes
        will be the valid obligations of the Company, evidencing the same debt,
        and entitled to the same benefits under this Indenture, as the Global
        Notes or Definitive Notes surrendered upon such registration of transfer
        or exchange.

               (5)    The Company will not be required:

                      (A)  to issue, to register the transfer of or to exchange
               any Notes during a period beginning at the opening of business 15
               days before the day of any selection of Notes for redemption
               under Section 3.02 hereof and ending at the close of business on
               the day of selection;

                      (B)  to register the transfer of or to exchange any Note
               selected for redemption in whole or in part, except the
               unredeemed portion of any Note being redeemed in part; or

                      (C)  to register the transfer of or to exchange a Note
               between a record date and the next succeeding interest payment
               date.

               (6)    Prior to due presentment for the registration of a
        transfer of any Note, the Trustee, any Agent and the Company may deem
        and treat the Person in whose name any Note is registered as the
        absolute owner of such Note for the purpose of receiving payment of
        principal of and interest on such Notes and for all other purposes, and
        none of the Trustee, any Agent or the Company shall be affected by
        notice to the contrary.

               (7)    The Trustee will authenticate Global Notes and Definitive
        Notes in accordance with the provisions of Section 2.02 hereof.

               (8)    All certifications, certificates and Opinions of Counsel
        required to be submitted to the Registrar pursuant to this Section 2.06
        to effect a registration of transfer or exchange may be submitted by
        facsimile.

Section 2.07   REPLACEMENT NOTES.

        If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company will issue and the

                                       35


Trustee, upon receipt of an Authentication Order, will authenticate a
replacement Note if the Trustee's requirements are met. If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Company may charge for its
expenses in replacing a Note.

        Every replacement Note is an additional obligation of the Company and
will be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08   OUTSTANDING NOTES.

        The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note.

        If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

        If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

        If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes will be deemed to be no longer outstanding and will cease to accrue
interest.

Section 2.09   TREASURY NOTES.

        In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, will be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned will be so disregarded.

Section 2.10   TEMPORARY NOTES.

        Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Notes. Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.

        Holders of temporary Notes will be entitled to all of the benefits of
this Indenture.

Section 2.11   CANCELLATION.

        The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any
Notes surrendered to them for registration of transfer,

                                       36


exchange or payment. The Trustee and no one else will cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and will destroy canceled Notes (subject to the record retention
requirement of the Exchange Act). Upon the Company's written request,
certification of the destruction of all canceled Notes will be delivered to the
Company. The Company may not issue new Notes to replace Notes that it has paid
or that have been delivered to the Trustee for cancellation.

Section 2.12   DEFAULTED INTEREST.

        If the Company defaults in a payment of interest on the Notes, it will
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date, PROVIDED that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01   NOTICES TO TRUSTEE.

        If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

               (1)    the clause of this Indenture pursuant to which the
        redemption shall occur;

               (2)    the redemption date;

               (3)    the principal amount of Notes to be redeemed; and

               (4)    the redemption price.

Section 3.02   SELECTION OF NOTES TO BE REDEEMED OR PURCHASED.

        If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

               (1)    if the Notes are listed on any national securities
        exchange, in compliance with the requirements of the principal national
        securities exchange on which the Notes are listed; or

               (2)    if the Notes are not listed on any national securities
        exchange, on a PRO RATA basis, by lot or by such method as the Trustee
        shall deem fair and appropriate.

        In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

                                       37


        The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $100 or
whole multiples of $100; except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $100, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

Section 3.03   NOTICE OF REDEMPTION.

        Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company will mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 13 of this Indenture.

        The notice will identify the Notes to be redeemed and will state:

               (1)    the redemption date;

               (2)    the redemption price;

               (3)    if any Note is being redeemed in part, the portion of the
        principal amount of such Note to be redeemed and that, after the
        redemption date upon surrender of such Note, a new Note or Notes in
        principal amount equal to the unredeemed portion will be issued upon
        cancellation of the original Note;

               (4)    the name and address of the Paying Agent;

               (5)    that Notes called for redemption must be surrendered to
        the Paying Agent to collect the redemption price;

               (6)    that, unless the Company defaults in making such
        redemption payment, interest and Liquidated Damages, if any, on Notes
        called for redemption ceases to accrue on and after the redemption date;

               (7)    the paragraph of the Notes and/or Section of this
        Indenture pursuant to which the Notes called for redemption are being
        redeemed; and

               (8)    that no representation is made as to the correctness or
        accuracy of the CUSIP number, if any, listed in such notice or printed
        on the Notes.

        At the Company's request, the Trustee will give the notice of redemption
in the Company's name and at its expense; PROVIDED, HOWEVER, that the Company
has delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

                                       38


Section 3.04   EFFECT OF NOTICE OF REDEMPTION.

        Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05   DEPOSIT OF REDEMPTION OR PURCHASE PRICE.

        At or prior to 10:00 a.m., New York City time, on the redemption or
purchase date, the Company will deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption or purchase price of and accrued
interest and Liquidated Damages, if any, on all Notes to be redeemed or
purchased on that date. The Trustee or the Paying Agent will promptly return to
the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption or purchase
price of, and accrued interest and Liquidated Damages, if any, on, all Notes to
be redeemed or purchased.

        If the Company complies with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note
is redeemed or purchased on or after an interest record date but on or prior to
the related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal and Liquidated Damages, if any, from the redemption or
purchase date until such principal and Liquidated Damages, if any, is paid, and
to the extent lawful on any interest not paid on such unpaid principal, in each
case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06   NOTES REDEEMED OR PURCHASED IN PART.

        Upon surrender of a Note that is redeemed or purchased in part, the
Company will issue and, upon receipt of a Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

Section 3.07   OPTIONAL REDEMPTION.

        (a)    The Notes are not redeemable at the Company's option prior to
January 1, 2002.

        (b)    After January 1, 2002 the Company may redeem all or a part of the
Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on January 1 of the years indicated below:



        YEAR                                                                  PERCENTAGE
        ----                                                                  ----------
                                                                                
        2002.................................................................      102.0%
        2003.................................................................      103.0%
        2004.................................................................      104.0%
        2005 and thereafter..................................................      105.0%


                                       39


        (c)    Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

Section 3.08   MANDATORY REDEMPTION.

        Except as set forth under Sections 3.09, 4.10 and 4.15 hereof, the
Company is not required to make mandatory redemption payments with respect to
the Notes.

Section 3.09   OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

        In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "ASSET SALE
OFFER"), it will follow the procedures specified below.

        The Asset Sale Offer shall be made to all Holders and all holders of
other Indebtedness that is PARI PASSU with the Notes and which requires that an
offer to repurchase such Indebtedness be made at the time of the Asset Sale
Offer. The Asset Sale Offer will remain open for a period of at least 20
Business Days following its commencement and not more than 30 Business Days,
except to the extent that a longer period is required by applicable law (the
"OFFER PERIOD"). No later than five Business Days after the termination of the
Offer Period (the "PURCHASE DATE"), the Company will apply all Excess Proceeds
(the "Offer Amount") to the purchase of Notes and such other PARI PASSU
Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer
Amount has been tendered, all Notes and other Indebtedness tendered in response
to the Asset Sale Offer. Payment for any Notes so purchased will be made in the
same manner as interest payments are made.

        If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest, and
Liquidated Damages, if any, will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

        Upon the commencement of an Asset Sale Offer, the Company will send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice will contain all instructions and materials necessary
to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The
notice, which will govern the terms of the Asset Sale Offer, will state:

               (1)    that the Asset Sale Offer is being made pursuant to this
        Section 3.09 and Section 4.10 hereof and the length of time the Asset
        Sale Offer will remain open;

               (2)    the Offer Amount, the purchase price and the Purchase
        Date;

               (3)    that any Note not tendered or accepted for payment will
        continue to accrue interest;

               (4)    that, unless the Company defaults in making such payment,
        any Note accepted for payment pursuant to the Asset Sale Offer will
        cease to accrue interest after the Purchase Date;

               (5)    that Holders electing to have a Note purchased pursuant to
        an Asset Sale Offer may elect to have Notes purchased in denominations
        of $100 principal amount and integral multiples thereof; provided,
        however, to the extent that the amount of Notes to be purchased from
        tendering Holders is greater than $1,000 in principal amount, the Notes
        shall be issued in multiples of $1,000 and integral multiples thereof,
        with the remaining principal amount purchased in denominations of $100
        principal amount and integral multiples thereof;

                                       40


               (6)    that Holders electing to have a Note purchased pursuant to
        any Asset Sale Offer will be required to surrender the Note, with the
        form entitled "Option of Holder to Elect Purchase" on the reverse of the
        Note completed, or transfer by book-entry transfer, to the Company, a
        Depositary, if appointed by the Company, or a Paying Agent at the
        address specified in the notice at least three days before the Purchase
        Date;

               (7)    that Holders will be entitled to withdraw their election
        if the Company, the Depositary or the Paying Agent, as the case may be,
        receives, not later than the expiration of the Offer Period, a telegram,
        telex, facsimile transmission or letter setting forth the name of the
        Holder, the principal amount of the Note the Holder delivered for
        purchase and a statement that such Holder is withdrawing his election to
        have such Note purchased;

               (8)    that, if the aggregate principal amount of Notes and other
        PARI PASSU Indebtedness surrendered by Holders exceeds the Offer Amount,
        the Company will select the Notes and other PARI PASSU Indebtedness to
        be purchased on a PRO RATA basis based on the principal amount of Notes
        and such other PARI PASSU Indebtedness surrendered (with such
        adjustments as may be deemed appropriate by the Company so that only
        Notes in denominations of $100, or integral multiples thereof, will be
        purchased; provided, however, to the extent that the amount of notes to
        be purchased from tendering Holders is greater than $1,000 in principal
        amount, the Notes shall be issued in multiples of $1,000 and integral
        multiples thereof, with the remaining principal amount purchased in
        denominations of $100 principal amount and integral multiples thereof);
        and

               (9)    that Holders whose Notes were purchased only in part will
        be issued new Notes equal in principal amount to the unpurchased portion
        of the Notes surrendered (or transferred by book-entry transfer).

        On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a PRO RATA basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and will
deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as
the case may be, will promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company will promptly issue a new Note, and the
Trustee, upon written request from the Company, will authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Sale Offer on the Purchase Date.

        Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01   PAYMENT OF NOTES.

        The Company will pay or cause to be paid the principal of, premium, if
any, and interest and Liquidated Damages, if any, on the Notes on the dates and
in the manner provided in the Notes.

                                       41


Principal, premium, if any, and interest and Liquidated Damages, if any will be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. New York City Time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due. The Company will pay all Liquidated Damages, if any, in the
same manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

        The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02   MAINTENANCE OF OFFICE OR AGENCY.

        The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

        The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission will in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

        The Company hereby designates Trustee's drop agent, Computershare Trust
Company of New York, Wall Street Plaza, 88 Pine Street, 19th Floor, New York,
New York 10005, as one such office or agency of the Company in accordance with
Section 2.03 hereof.

Section 4.03   REPORTS.

        (a)    Whether or not required by the rules and regulations of the SEC,
so long as any Notes are outstanding, the Company will furnish to the Holders of
Notes, within the time periods specified in the SEC's rules and regulations:

               (1)    all quarterly and annual financial information that would
        be required to be contained in a filing with the SEC on Forms 10-Q and
        10-K if the Company were required to file such forms, including a
        "Management's Discussion and Analysis of Financial Condition and Results
        of Operations" and, with respect to the annual information only, a
        report thereon by the Company's certified independent accountants; and

               (2)    all current reports that would be required to be filed
        with the SEC on Form 8-K if the Company were required to file such
        reports.

                                       42


        In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the SEC, the Company will file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Company will at
all times comply with TIA Section 314(a).

        (b)    For so long as any Notes remain outstanding, the Company and the
Guarantors will furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04   COMPLIANCE CERTIFICATE.

        (a)    The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company and each Guarantor has kept, observed, performed
and fulfilled its obligations under this Indenture and the Security Documents,
and further stating, as to each such Officer signing such certificate, that to
the best of his or her knowledge the Company and each Guarantor has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and the Security Documents and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture or
the Security Documents (or, if a Default or Event of Default has occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company or such Guarantor, as the
case may be, is taking or proposes to take with respect thereto.

        (b)    So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

        (c)    So long as any of the Notes are outstanding, the Company will
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05   TAXES.

        The Company will pay, and will cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

                                       43


Section 4.06   STAY, EXTENSION AND USURY LAWS.

        The Company and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law has been enacted.

Section 4.07   RESTRICTED PAYMENTS.

        (a)    The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

               (1)    declare or pay any dividend or make any other payment or
        distribution on account of the Company's or any of its Restricted
        Subsidiaries' Equity Interests (including, without limitation, any
        payment in connection with any merger or consolidation involving the
        Company) or to the direct or indirect holders of the Company's or any of
        its Restricted Subsidiaries' Equity Interests in their capacity as such
        (other than dividends or distributions payable in Equity Interests
        (other than Disqualified Stock) of the Company);

               (2)    purchase, redeem or otherwise acquire or retire for value
        (including without limitation, in connection with any merger or
        consolidation involving the Company) any Equity Interests of the Company
        or any direct or indirect parent of the Company;

               (3)    make any payment on or with respect to, or purchase,
        redeem, defease or otherwise acquire or retire for value any
        Indebtedness that is subordinated to the Notes or the Note Guarantees,
        except a payment of interest or principal at the Stated Maturity of the
        Indebtedness; or

               (4)    make any Restricted Investment (all such payments and
        other actions set forth in these clauses (1) through (4) above being
        collectively referred to as "RESTRICTED PAYMENTS"),

               unless, at the time of and after giving effect to such Restricted
        Payment:

               (1)    no Default or Event of Default has occurred and is
        continuing or would occur as a consequence of such Restricted Payment;
        and

               (2)    the Company would, at the time of such Restricted Payment
        and after giving pro forma effect thereto as if such Restricted Payment
        had been made at the beginning of the applicable four-quarter period,
        have been permitted to incur at least $1.00 of additional Indebtedness
        pursuant to the Fixed Charge Coverage Ratio test set forth in the first
        paragraph of Section 4.09; and

               (3)    such Restricted Payment, together with the aggregate
        amount of all other Restricted Payments made by the Company and its
        Subsidiaries after the date of this Indenture (excluding Restricted
        Payments permitted by clauses (2) and (3) of paragraph (b) below), is
        less than the sum, without duplication of:

                                       44


                      (A)  50% of the Consolidated Net Income of the Company for
               the period (taken as one accounting period) from the beginning of
               the first fiscal quarter commencing after the date of this
               Indenture to the end of the Company's most recently ended fiscal
               quarter for which internal financial statements are available at
               the time of such Restricted Payment (or, if such Consolidated Net
               Income for such period is a deficit, less 100% of such deficit),
               PLUS

                      (B)  100% of the aggregate net cash proceeds received by
               the Company since the date of this Indenture as a contribution to
               its common equity capital or from the issue or sale of Equity
               Interests of the Company (other than Disqualified Stock) or from
               the issue or sale of convertible or exchangeable Disqualified
               Stock or convertible or exchangeable debt securities of the
               Company that have been converted into or exchanged for such
               Equity Interests (other than Equity Interests (or Disqualified
               Stock or debt securities) sold to a Subsidiary of the Company and
               other than Disqualified Stock or convertible debt securities that
               have been converted into Disqualified Stock), PLUS

                      (C)  to the extent that any Restricted Investment that was
               made after the date of this Indenture is sold for cash or
               otherwise liquidated or repaid for cash, the lesser of (i) the
               cash return of capital with respect to such Restricted Investment
               (less the cost of disposition, if any) and (ii) the initial
               amount of such Restricted Investment, PLUS

                      (D)  if any Unrestricted Subsidiary (i) is redesignated as
               a Restricted Subsidiary, the fair market value of such
               redesignated Subsidiary (as determined in good faith by the Board
               of Directors of the Company) as of the date of its redesignation
               or (ii) pays any cash dividends or cash contributions to the
               Company or any of its Restricted Subsidiaries, 50% of any such
               cash dividends or cash distributions made after the date of this
               Indenture.

        (b)    So long as no Default has occurred and is continuing or would be
caused thereby, the provisions of Section 4.07(a) will not prohibit:

               (1)    the payment of any dividend within 60 days after the date
        of declaration of the dividend, if at the date of declaration the
        dividend payment would have complied with the provisions of this
        Indenture;

               (2)    the redemption, repurchase, retirement, defeasance or
        other acquisition of any subordinated Indebtedness of the Company or of
        any Equity Interests of the Company in exchange for, or out of the net
        cash proceeds of the substantially concurrent sale or issuance (other
        than to a Restricted Subsidiary of the Company) of, other Equity
        Interests of the Company (other than any Disqualified Stock);

               (3)    the defeasance, redemption, repurchase or other
        acquisition of subordinated Indebtedness with the net cash proceeds from
        an incurrence of Permitted Refinancing Indebtedness;

               (4)    the payment of any dividend by a Restricted Subsidiary of
        the Company to the holders of its Equity Interests on a PRO RATA basis;

               (5)    Investments in any Person (other than the Company or a
        Wholly Owned Restricted Subsidiary) engaged in a Permitted Business in
        an amount taken together with all other

                                       45


        Investments made pursuant to this clause 5 that are at that time
        outstanding not to exceed $5.0 million;

               (6)    other Investments in Unrestricted Subsidiaries having an
        aggregate fair market value, taken together with all other Investments
        made pursuant to this clause 6 that are at that time outstanding, not to
        exceed $2.0 million;

               (7)    the designation of certain of the Company's Subsidiaries
        as Unrestricted Subsidiaries immediately prior to the date of this
        Indenture;

               (8)    the repurchase, redemption or other acquisition or
        retirement for value of any Equity Interests of AP Holdings, Inc. or the
        Company or any Subsidiary of the Company held by any member of AP
        Holdings, Inc, or the Company's (or any of their Restricted
        Subsidiaries') management pursuant to any management equity subscription
        agreement or stock option agreement or in connection with the
        termination of employment of any employees or management of AP Holdings,
        Inc. or the Company or their Subsidiaries; PROVIDED, that the aggregate
        price paid for all such repurchased, redeemed, acquired or retired
        Equity Interests shall not exceed $2.0 million in the aggregate plus the
        aggregate cash proceeds received by AP Holdings, Inc. or the Company
        after the date of this Indenture from any reissuance of Equity Interests
        by AP Holdings, Inc. or the Company to members of management of AP
        Holdings, Inc. or the Company and their Restricted Subsidiaries; and

               (9)    other Restricted Payments in an aggregate amount not to
        exceed $5.0 million.

        Notwithstanding anything to the contrary, the redemption, repurchase or
purchase of any equity interest in the Company or any of its Restricted
Subsidiaries pursuant to a put right, right of redemption or right of repurchase
will, in any such case, for the purposes of this Section 4.07, be treated as a
payment or distribution on account of an Equity Interest and will not be treated
as a payment on indebtedness, no matter what the accounting treatment of said
transaction may be.

        The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default; PROVIDED,
that in no event will the business currently operated by any Guarantor be
transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary
is designated as an Unrestricted Subsidiary, the aggregate fair market value of
all outstanding Investments owned by The Company and its Restricted Subsidiaries
in the Subsidiary properly designated will be deemed to be an Investment made as
of the time of the designation and will reduce the amount available for
Restricted Payments under Section 4.07(a) or Permitted Investments, as
determined by the Company. That designation will only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default.

        The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Subsidiary, as the
case may be, pursuant to the Restricted Payment. The fair market value of any
non-cash Restricted Payment will be determined in good faith by the Board of
Directors of the Company whose resolution with respect thereto shall be
delivered to the Trustee in an Officers' Certificate signed by the Secretary of
the Company. The Board of Directors' determination must be based upon an opinion
or appraisal issued by an accounting, appraisal or investment banking firm of
national standing if the fair market value exceeds $10.0 million. Not later than
the date of making any Restricted Payment, the Company will deliver to the
Trustee an Officers' Certificate stating that such

                                       46


Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.

Section 4.08   DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
               SUBSIDIARIES.

        (a)    The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

               (1)    pay dividends or make any other distributions on its
        Capital Stock to the Company or any of its Restricted Subsidiaries or
        with respect to any other interest or participation in, or measured by,
        its profits, or pay any indebtedness owed to the Company or any of its
        Restricted Subsidiaries;

               (2)    make loans or advances to the Company or any of its
        Restricted Subsidiaries; or

               (3)    transfer any of its properties or assets to the Company or
        any of its Restricted Subsidiaries.

        (b)    The restrictions in Section 4.08(a) will not apply to
encumbrances or restrictions existing under or by reason of:

               (1)    Existing Indebtedness as in effect on the date of this
        Indenture and any amendments, modifications, restatements, renewals,
        increases, supplements, refundings, replacements or refinancings
        thereof, PROVIDED that such amendments, modifications, restatements,
        renewals, increases, supplements, refundings, replacements or
        refinancings are no more restrictive, taken as a whole, with respect to
        such dividend and other payment restrictions than those contained in
        such Existing Indebtedness, as in effect on the date of this Indenture;

               (2)    this Indenture, the Notes and the Note Guarantees;

               (3)    applicable law;

               (4)    any instrument governing Indebtedness or Capital Stock of
        a Person acquired by the Company or any of its Restricted Subsidiaries
        as in effect at the time of such acquisition (except to the extent such
        Indebtedness was incurred in connection with or in contemplation of such
        acquisition), which encumbrance or restriction is not applicable to any
        Person, or the properties or assets of any Person, other than the
        Person, or the property or assets of the Person, so acquired; PROVIDED,
        that in the case of Indebtedness, such Indebtedness was permitted by the
        terms of this Indenture to be incurred;

               (5)    customary non-assignment provisions in leases entered into
        in the ordinary course of business and consistent with past practices;

               (6)    purchase money obligations for property acquired in the
        ordinary course of business that impose restrictions on the property so
        acquired of the nature described in clause (3) of Section 4.08(a);

                                       47


               (7)    Permitted Refinancing Indebtedness; PROVIDED, that the
        restrictions contained in the agreements governing such Permitted
        Refinancing Indebtedness are no more restrictive, taken as a whole, than
        those contained in the agreements governing the Indebtedness being
        refinanced;

               (8)    contracts for the sale of assets, including, without
        limitation, customary restrictions with respect to a Subsidiary pursuant
        to an agreement that has been entered into for the sale or disposition
        of all or substantially all of the Capital Stock or assets of such
        Subsidiary; and

               (9)    restrictions on cash or other deposits or net worth
        imposed by customers under contracts entered into in the ordinary course
        of business.

Section 4.09   INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

        (a)    The Company will not, and will not permit any of its Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "INCUR") any Indebtedness (including Acquired Debt), and the
Company will not issue any Disqualified Stock and will not permit any of its
Subsidiaries to issue any shares of preferred stock; PROVIDED, HOWEVER, that the
Company may incur Indebtedness (including Acquired Debt) or issue shares of
Disqualified Stock, if the Fixed Charge Coverage Ratio for the Company's most
recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock is issued would have been at
least 2.0 to 1, determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred, or the Disqualified Stock had been issued, as the case may
be, at the beginning of such four-quarter period.

        (b)    The provisions of Section 4.09(a) will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"PERMITTED DEBT"):

               (1)    the incurrence by the Company of additional Indebtedness
        and letters of credit under Credit Facilities in an aggregate principal
        amount at any one time outstanding under this clause (1)(with letters of
        credit being deemed to have a principal amount equal to the maximum
        potential liability of the Company and its Subsidiaries thereunder) not
        to exceed $40.0 million less the aggregate amount of all Net Proceeds of
        Asset Sales applied to permanently repay Indebtedness under Credit
        Facilities pursuant to Section 4.10;

               (2)    the incurrence by the Company and its Restricted
        Subsidiaries of the Existing Indebtedness;

               (3)    the incurrence by the Company and the Guarantors of
        Indebtedness represented by the Notes and the related Note Guarantees to
        be issued on the date of this Indenture and the Exchange Notes and the
        related Note Guarantees to be issued pursuant to the Registration Rights
        Agreement;

               (4)    the incurrence by the Company or any of its Restricted
        Subsidiaries of Indebtedness represented by Capital Lease Obligations,
        mortgage financings or purchase money obligations, in each case,
        incurred for the purpose of financing all or any part of the purchase
        price or cost of construction or improvement of property, plant or
        equipment used in the business of the Company or such Restricted
        Subsidiary (whether through the direct purchase of assets or the Capital
        Stock of any Person owning such assets), in an aggregate principal
        amount not to exceed $7.5 million;

                                       48


               (5)    the incurrence by the Company or any of its Restricted
        Subsidiaries of Indebtedness in connection with the acquisition of
        assets or a new Restricted Subsidiary; PROVIDED, that such Indebtedness
        was incurred by the prior owner of such assets or such Restricted
        Subsidiary prior to such acquisition by the Company or one of its
        Subsidiaries and was not incurred in connection with, or in
        contemplation of, such acquisition by the Company or one of its
        Subsidiaries; PROVIDED, FURTHER that the principal amount (or accreted
        value, as applicable) of such Indebtedness, together with any other
        outstanding Indebtedness incurred pursuant to this clause (5), does not
        exceed $5.0 million;

               (6)    the incurrence by the Company or any of its Restricted
        Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
        the net proceeds of which are used to refund, refinance or replace,
        Indebtedness that was permitted by this Indenture to be incurred under
        Section 4.09(a) or clauses (2), (3), (4), (5) or (15) of this Section
        4.09(b);

               (7)    the incurrence by the Company or any of its Restricted
        Subsidiaries of intercompany Indebtedness between or among the Company
        and any of its Wholly Owned Restricted Subsidiaries; PROVIDED, HOWEVER,
        that:

                      (A)  if the Company is the obligor on such Indebtedness
               and the payee is not a Guarantor, such Indebtedness must be
               expressly subordinated to the prior payment in full in cash of
               all Obligations with respect to the Notes; and

                      (B)  both (1) any subsequent issuance or transfer of
               Equity Interests that results in any such Indebtedness being held
               by a Person other than the Company or a Wholly Owned Restricted
               Subsidiary thereof and (2) any sale or other transfer of any such
               Indebtedness to a Person that is not either the Company or a
               Wholly Owned Restricted Subsidiary thereof, will be deemed, in
               each case, to constitute an incurrence of such Indebtedness by
               the Company or such Restricted Subsidiary, as the case may be,
               that was not permitted by this clause (7);

               (8)    the incurrence by the Company or any of its Restricted
        Subsidiaries of Hedging Obligations that are incurred for the purpose of
        fixing or hedging currency risk or interest rate risk with respect to
        any floating rate Indebtedness that is permitted by the terms of this
        Indenture to be outstanding;

               (9)    the guarantee by the Company or any of its Restricted
        Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary
        of the Company that was permitted to be incurred by another clause of
        this Section 4.09;

               (10)   the incurrence by the Company's Unrestricted Subsidiaries
        of Non-Recourse Debt, PROVIDED, HOWEVER, that if any such Indebtedness
        ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such event
        shall be deemed to constitute an incurrence of Indebtedness by a
        Restricted Subsidiary of the Company that was not permitted by this
        clause (10);

               (11)   Indebtedness incurred by the Company or any of its
        Restricted Subsidiaries constituting reimbursement obligations with
        respect to letters of credit issued in the ordinary course of business,
        including without limitation to letters of credit in respect to workers'
        compensation claims or self-insurance, surety bonds or other
        Indebtedness with respect to reimbursement type obligations regarding
        workers' compensation claims, PROVIDED, HOWEVER, that upon the drawing
        of such letters of credit or the incurrence of such Indebtedness, such
        obligations are reimbursed within 30 days following such drawing or
        incurrence;

                                       49


               (12)   Indebtedness arising from agreements of the Company or a
        Restricted Subsidiary providing for indemnification, adjustment of
        purchase price or similar obligations, in each case, incurred or assumed
        in connection with the disposition of any business, asset or Subsidiary,
        other than guarantees of Indebtedness incurred by any Person acquiring
        all or any portion of such business, assets or Subsidiary for the
        purpose of financing such acquisition; PROVIDED, that the maximum
        aggregate liability of all such Indebtedness shall at no time exceed 50%
        of the gross proceeds actually received by the Company;

               (13)   obligations in respect of performance and surety bonds and
        completion guarantees provided by the Company or any Restricted
        Subsidiary in the ordinary course of business;

               (14)   guarantees incurred in the ordinary course of business in
        an aggregate principal amount not to exceed $5.0 million; and

               (15)   the issuance by the Company or any of its Restricted
        Subsidiaries of Disqualified Stock and/or the incurrence by the Company
        or any of its Restricted Subsidiaries of additional Indebtedness,
        including Attributable Debt incurred after the date of this Indenture,
        in an aggregate principal amount (or accreted value, as applicable) at
        any time outstanding, including all Permitted Refinancing Indebtedness
        incurred to refund, refinance or replace any other Disqualified Stock or
        Indebtedness incurred pursuant to this clause (15), not to exceed $25.0
        million (which amount may but need not be incurred, in whole or in part,
        in clause (1) above).

        For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (15) above
or is entitled to be incurred pursuant to Section 4.09(a), the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence,
in any manner that complies with this Section 4.09 and such item of Indebtedness
will be treated as having been incurred pursuant to only one of such clauses or
pursuant to the first paragraph of this covenant, and an item of Indebtedness
may be divided and classified in more than one of the types of Indebtedness
described above. The incurrence of Indebtedness pursuant to the first paragraph
of the covenant described above shall not be classified as any of the items in
clauses (1) through (15) above. Accrual of interest and the accretion of
accreted value shall not be deemed to be an incurrence of Indebtedness for
purposes of this Section 4.09. Indebtedness under Credit Facilities outstanding
on the date on which Notes are first issued and authenticated under this
Indenture will be deemed to have been incurred on such date in reliance on the
exemption provided by clause (1) of the definition of Permitted Debt.

        Notwithstanding anything to the contrary, the redemption, repurchase or
purchase of any equity interest in the Company or any of its Restricted
Subsidiaries pursuant to a put right, right of redemption or right of repurchase
will, in any such case, for the purposes of the covenant described above, be
treated as a payment or distribution on account of an Equity Interest and will
not be treated as a payment on indebtedness, no matter what the accounting
treatment of said transaction may be.

Section 4.10   ASSET SALES.

        The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

                                       50


               (1)    the Company (or the Restricted Subsidiary, as the case may
        be) receives consideration at the time of such Asset Sale at least equal
        to the fair market value of the assets or Equity Interests issued or
        sold or otherwise disposed of;

               (2)    the Company delivers to the Trustee:

                      (A)  with respect to any Asset Sale, a resolution of the
               Board of Directors set forth in an Officers' Certificate
               certifying that the consideration received at the time of the
               Asset Sale was at least equal to the fair market value of the
               assets or Equity Interests issued or sold or otherwise disposed
               of; and

                      (B)  with respect to any Asset Sale or series of Asset
               Sales involving aggregate consideration in excess of $20.0
               million, an opinion as to the fairness to the Holders of such
               Asset Sale from a financial point of view issued by an
               accounting, appraisal or investment banking firm of national
               standing; and

               (3)    at least 80% of the consideration therefor received by the
        Company or such Restricted Subsidiary is in the form of cash or cash
        equivalents. For purposes of this provision, each of the following shall
        be deemed to be cash:

                      (A)  any liabilities (as shown on the Company's or such
               Restricted Subsidiary's most recent balance sheet), of the
               Company or any Restricted Subsidiary (other than contingent
               liabilities and liabilities that are by their terms subordinated
               to the Notes or any Note Guarantee) that are assumed by the
               transferee of any such assets pursuant to a customary novation
               agreement that releases the Company or such Restricted Subsidiary
               from further liability; and

                      (B)  any securities, notes or other obligations received
               by the Company or any such Restricted Subsidiary from such
               transferee that are contemporaneously (subject to ordinary
               settlement periods) converted by the Company or such Restricted
               Subsidiary into cash within 180 days, to the extent of the cash
               received in that conversion.

        Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds at its option:

               (1)    to repay Indebtedness under the Credit Facilities and, if
        the Indebtedness repaid is revolving credit Indebtedness, to
        correspondingly reduce commitments with respect thereto;

               (2)    to acquire all or substantially all of the assets of, or a
                      majority of the Voting Stock of, another Permitted
                      Business;

               (3)    to make a capital expenditure; or

               (4)    to acquire other long-term assets and parking facility
        agreements, in each case, that are used or useful in a Permitted
        Business.

Pending the final application of any such Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by this Indenture or the Credit
Agreement.

                                       51


        Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "EXCESS PROCEEDS." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make
an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is PARI PASSU with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets in accordance with Section 3.09 hereof to
purchase the maximum principal amount of Notes and such other PARI PASSU
Indebtedness that may be purchased out of the Excess Proceeds. The offer price
in any Asset Sale Offer will be equal to 100% of principal amount plus accrued
and unpaid interest and Liquidated Damages, if any, to the date of purchase, and
will be payable in cash. If any Excess Proceeds remain after consumption of an
Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not
otherwise prohibited by this Indenture or the Credit Agreement. If the aggregate
principal amount of Notes and such other PARI PASSU Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and the Company shall select such other PARI PASSU Indebtedness
to be purchased on a pro rata basis based on the principal amount of Notes and
such other PARI PASSU Indebtedness tendered Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.

        The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Sections 3.09 or 4.10 of this Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under those provisions of this Indenture by virtue of
such conflict.

Section 4.11   TRANSACTIONS WITH AFFILIATES.

        (a)    The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each an "AFFILIATE TRANSACTION"), unless:

               (1)    such Affiliate Transaction is on terms that are no less
        favorable to the Company or the relevant Restricted Subsidiary than
        those that would have been obtained in a comparable transaction by the
        Company or such Restricted Subsidiary with an unrelated Person; and

               (2)    the Company delivers to the Trustee:

                      (A)  with respect to any Affiliate Transaction or series
               of related Affiliate Transactions involving aggregate
               consideration in excess of $5.0 million, a resolution of the
               Board of Directors set forth in an Officers' Certificate
               certifying that such Affiliate Transaction complies with clause
               (1) of this Section 4.11(a) and that such Affiliate Transaction
               has been approved by a majority of the disinterested members of
               the Board of Directors; and

                      (B)  with respect to any Affiliate Transaction or series
               of related Affiliate Transactions involving aggregate
               consideration in excess of $10.0 million, an opinion as to the
               fairness to the Holders of such Affiliate Transaction from a
               financial point of view issued by an accounting, appraisal or
               investment banking firm of national standing.

                                       52


        (b)    The following items will not be deemed to be Affiliate
Transactions and, therefore, will not be subject to the provisions of Section
4.11(a):

               (1)    any employment agreement entered into by the Company or
        any of its Restricted Subsidiaries in the ordinary course of business
        and consistent with the past practice of the Company or such Restricted
        Subsidiary;

               (2)    transactions between or among the Company and/or its
        Restricted Subsidiaries;

               (3)    Permitted Investments and Restricted Payments that are
        permitted by Section 4.07 hereof;

               (4)    customary loans, advances, fees and compensation paid to,
        and indemnity provided on behalf of, officers, directors, employees or
        consultants of the Company or any of its Restricted Subsidiaries;

               (5)    annual management fees paid to AP Holdings, Inc.,
        Steamboat Holdings, Inc. and their Affiliates and their successor
        entities not to exceed $3.0 million in the aggregate in any one year;

               (6)    transactions pursuant to any contract or agreement in
        effect on the date of this Indenture as the same may be amended,
        modified or replaced from time to time so long as any such amendment,
        modification or replacement is no less favorable to the Company and its
        Restricted Subsidiaries than the contract or agreement as in effect on
        the date of this Indenture or is approved by a majority of the
        disinterested directors of the Company;

               (7)    transactions between the Company or its Restricted
        Subsidiaries on the one hand, and AP Holdings, Inc., Steamboat Holdings,
        Inc. and their Affiliates and successor entities on the other hand,
        involving the provision of financial or advisory services by AP
        Holdings, Inc., Steamboat Holdings, Inc. and their Affiliates and
        successor entities; PROVIDED, that fees payable to AP Holdings, Inc.,
        Steamboat Holdings, Inc. and their Affiliates and successor entities do
        not exceed the usual and customary fees for similar services; and

               (8)    the insurance arrangements between the Company and its
        Subsidiaries and Holberg Industries, Inc., AP Holdings, Inc., Steamboat
        Holdings, Inc. and their Affiliates that are not less favorable to the
        Company or any of its Subsidiaries than those that are in effect on the
        date hereof, PROVIDED such arrangements are conducted in the ordinary
        course of business consistent with past practices.

Section 4.12   LIENS.

        The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien of any kind securing trade payables or Indebtedness that does not
constitute Senior Debt (other the Permitted Liens) upon any of their property or
assets, now owned or hereafter acquired, unless all payments due under this
Indenture and the Notes are secured on an equal and ratable basis with the
obligations so secured until such time as all such obligations are no longer
secured by a Lien.

                                       53


Section 4.13   LINE OF BUSINESS.

        The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

Section 4.14   CORPORATE EXISTENCE.

        Subject to Section 4.15 and Article 5 hereof, as the case may be, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect:

               (1)    its corporate existence, and the corporate, partnership or
        other existence of each of its Restricted Subsidiaries, in accordance
        with the respective organizational documents (as the same may be amended
        from time to time) of the Company or any such Restricted Subsidiary; and

               (2)    the rights (charter and statutory), licenses and
        franchises of the Company and its Restricted Subsidiaries; PROVIDED,
        HOWEVER, that the Company shall not be required to preserve any such
        right, license or franchise, or the corporate, partnership or other
        existence of any of its Restricted Subsidiaries, if the Board of
        Directors shall determine that the preservation thereof is no longer
        desirable in the conduct of the business of the Company and its
        Restricted Subsidiaries, taken as a whole, and that the loss thereof is
        not adverse in any material respect to the Holders of the Notes.

Section 4.15   OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

        (a)    Upon the occurrence of a Change of Control, the Company will make
an offer (a "CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any
part (equal to $100 or an integral multiple of $100) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages on the Notes repurchased, if
any, to the date of purchase (the "CHANGE OF CONTROL PAYMENT"). Within 30 days
following any Change of Control, the Company will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and stating:

               (1)    that the Change of Control Offer is being made pursuant to
        this Section 4.15 and that all Notes tendered will be accepted for
        payment;

               (2)    the purchase price and the purchase date, which shall be
        no earlier than 30 and no later than 60 days from the date such notice
        is mailed (the "CHANGE OF CONTROL PAYMENT DATE");

               (3)    that any Note not tendered will continue to accrue
        interest;

               (4)    that, unless the Company defaults in the payment of the
        Change of Control Payment, all Notes accepted for payment pursuant to
        the Change of Control Offer will cease to accrue interest after the
        Change of Control Payment Date;

               (5)    that Holders electing to have any Notes purchased pursuant
        to a Change of Control Offer will be required to surrender the Notes,
        with the form entitled "Option of Holder to Elect Purchase" on the
        reverse of the Notes completed, to the Paying Agent at the address
        specified in the notice prior to the close of business on the third
        Business Day preceding the Change of Control Payment Date;

                                       54


               (6)    that Holders will be entitled to withdraw their election
        if the Paying Agent receives, not later than the close of business on
        the second Business Day preceding the Change of Control Payment Date, a
        telegram, telex, facsimile transmission or letter setting forth the name
        of the Holder, the principal amount of Notes delivered for purchase, and
        a statement that such Holder is withdrawing his election to have the
        Notes purchased; and

               (7)    that Holders whose Notes are being purchased only in part
        will be issued new Notes equal in principal amount to the unpurchased
        portion of the Notes surrendered, which unpurchased portion must be
        equal to $100 in principal amount or an integral multiple thereof;
        provided, however, to the extent that the amount of Notes to be issued
        is greater than $1,000 in principal amount, the Notes shall be issued in
        multiples of $1,000 and integral multiples thereof, with the remaining
        principal amount issued in denominations of $100 principal amount and
        integral multiples thereof.

        The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.15 of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under Section 3.09 or this Section 4.15 by virtue
of such conflict.

        (b)    On the Change of Control Payment Date, the Company will, to the
extent lawful:

               (1)    accept for payment all Notes or portions thereof properly
        tendered pursuant to the Change of Control Offer;

               (2)    deposit with the Paying Agent an amount equal to the
        Change of Control Payment in respect of all Notes or portions of Notes
        properly tendered; and

               (3)    deliver or cause to be delivered to the Trustee the Notes
        so accepted together with an Officers' Certificate stating the aggregate
        principal amount of Notes or portions of Notes being purchased by the
        Company.

        The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; PROVIDED, that each new Note will be in a
principal amount of $100 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

        Prior to complying with any of the provisions of this Section 4.15, but
in any event within 90 days following a Change of Control, the Company will
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this Section 4.15.

        (c)    Notwithstanding anything to the contrary in this Section 4.15,
the Company will not be required to make a Change of Control Offer upon a Change
of Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered
and not withdrawn under the Change of Control Offer.

                                       55


Section 4.16   ANTI-LAYERING.

        The Company will not incur any Indebtedness (including Permitted Debt)
that is subordinate or junior in right of payment to any Senior Debt of the
Company and senior in any respect in right of payment to the Notes. No Guarantor
will incur any Indebtedness that is subordinate or junior in right of payment to
any Senior Debt of such Guarantor and senior in any respect in right of payment
to such Guarantor's Subsidiary Guarantee; PROVIDED, HOWEVER, that
notwithstanding the foregoing, no Indebtedness of the Company or any Guarantor
shall be deemed to be contractually subordinated in right of payment to any
other Indebtedness of the Company or such Guarantor solely by virtue of being
unsecured.

Section 4.17   NO AMENDMENT OF SUBORDINATION PROVISIONS IN EXISTING SENIOR
               SUBORDINATED NOTES.

        Without the consent of the Holders of 66 2/3% in aggregate principal
amount of the Notes then outstanding, the Company will not amend, modify or
alter the Subordinated Note Indenture in any way to:

               (1)    increase the rate of or change the time for payment of
        interest on any Subordinated Notes;

               (2)    increase the principal of, advance the final maturity date
        of or shorten the Weighted Average Life to Maturity of any Subordinated
        Notes;

               (3)    alter the redemption provisions or the price or terms at
        which the Company is required to offer to purchase any Subordinated
        Notes; or

               (4)    amend the provisions of Article 10 of the Subordinated
        Note Indenture (which relate to subordination).

Section 4.18   LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

        The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; PROVIDED that
the Company may enter into a sale and leaseback transaction if:

               (1)    the Company could have (a) incurred Indebtedness in an
        amount equal to the Attributable Debt relating to such sale and
        leaseback transaction under the Fixed Charge Coverage Ratio test in
        Section 4.09(a) hereof and (b) incurred a Lien to secure such
        Indebtedness pursuant to the provisions of Section 4.12 hereof;

               (2)    the gross cash proceeds of that sale and leaseback
        transaction are at least equal to the fair market value (as determined
        in good faith by the Board of Directors and set forth in an Officers'
        Certificate delivered to the Trustee), of the property that is the
        subject of that sale and leaseback transaction; and

               (3)    the transfer of assets in that sale and leaseback
        transaction is permitted by, and the Company applies the proceeds of
        such transaction in compliance with, Section 4.10 hereof.

                                       56


Section 4.19   LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF WHOLLY
               OWNED RESTRICTED SUBSIDIARIES.

        The Company will not, and will not permit any of its Wholly Owned
Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose
of any Equity Interests in any Wholly Owned Subsidiary of the Company to any
Person (other than the Company or a Wholly Owned Subsidiary of the Company),
unless:

               (1)    such transfer, conveyance, sale, lease or other
        disposition is of all the Equity Interests in such Wholly Owned
        Restricted Subsidiary; and

               (2)    the cash Net Proceeds from such transfer, conveyance,
        sale, lease or other disposition are applied in accordance with Section
        4.10 hereof.

        In addition, the Company will not permit any Wholly Owned Restricted
Subsidiary of the Company to issue any of its Equity Interests (other than, if
necessary, shares of its Capital Stock constituting directors' qualifying
shares) to any Person other than to the Company or a Wholly Owned Restricted
Subsidiary of the Company.

Section 4.20   LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS.

        The Company will not permit any of its Restricted Subsidiaries, directly
or indirectly, to Guarantee or pledge any assets to secure the payment of any
other Indebtedness of the Company unless such Restricted Subsidiary (1) is a
Guarantor or (2) simultaneously executes and delivers a supplemental indenture
to this Indenture providing for the Guarantee of the payment of the Notes by
such Subsidiary, which Guarantee will be senior to or PARI PASSU with such
Subsidiary's Guarantee of or pledge to secure such other Indebtedness unless
such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes
may be subordinated to the Guarantee of such Senior Debt to the same extent as
the Notes are subordinated to such Senior Debt.

        Notwithstanding the preceding paragraph, any such Guarantee by a
Subsidiary of the Notes must provide by its terms that it will be automatically
and unconditionally released and discharged upon any sale, exchange or transfer,
to any Person not an Affiliate of the Company, of all of the Company's stock in,
or all or substantially all the assets of, such Subsidiary, which sale, exchange
or transfer is made in compliance with the applicable provisions of this
Indenture. The form of such Guarantee is attached as Exhibit E hereto.

Section 4.21   ADDITIONAL NOTE GUARANTEES.

        If:

               (1)    the Company or any of its Restricted Subsidiaries
        transfers or causes to be transferred, including by way of investment,
        in one or more related or unrelated transactions, any assets,
        businesses, divisions, real property or equipment having an aggregate
        fair market value in excess of $1.0 million to any Restricted Subsidiary
        that is not a Subsidiary Guarantor or a Foreign Subsidiary;

               (2)    the Company or any of its Restricted Subsidiaries acquires
        another Restricted Subsidiary other than a Foreign Subsidiary having
        total assets with a fair market value, as determined in good faith by
        the Board of Directors, in excess of $1.0 million; or

                                       57


               (3)    if any Restricted Subsidiary other than a Foreign
        Subsidiary shall incur Acquired Debt in excess of $1.0 million,

then the Company shall, at the time of such transfer, acquisition or incurrence,
cause such transferee, acquired Restricted Subsidiary or restricted subsidiary
to execute and deliver a supplemental indenture pursuant to which such
transferee, acquired Restricted Subsidiary or Restricted Subsidiary shall become
a Guarantor hereunder and deliver an Opinion of Counsel reasonably satisfactory
to the Trustee within ten Business Days of the date on which it was acquired or
created to the effect that such supplemental indenture has been duly authorized,
executed and delivered by that transferred Restricted Subsidiary and constitutes
a valid and binding agreement of that transferred Restricted Subsidiary,
enforceable in accordance with its terms (subject to customary exceptions). The
form of such Note Guarantee is attached as Exhibit E hereto. Notwithstanding the
foregoing, the Company and any of its Restricted Subsidiaries may make a
Restricted Investment in any Wholly Owned Restricted Subsidiary without
compliance with the covenant described above if such Restricted Investment is
permitted by Section 4.07 hereof.

Section 4.22   LIMITATION ON MANAGEMENT FEES

        Notwithstanding anything in this Indenture to the contrary, the Company
will not, and will not permit any of its Restricted Subsidiaries to, pay
management fees to AP Holdings, Inc., Steamboat Holdings, Inc. and their
affiliates and successor entities, except that:

               (1)    until March 10, 2004, for so long as the Credit Agreement
        is in effect, the Company and its Restricted Subsidiaries may pay
        management fees to AP Holdings, Inc., Steamboat Holdings, Inc. and their
        affiliates and successor entities in an aggregate amount not to exceed
        50% of the Company's "Excess Cash Flow", as such term is defined in the
        Credit Agreement; and

               (2)    if the Credit Agreement is no longer in effect, and at all
        times after March 10, 2004, the Company and its Restricted Subsidiaries
        may pay management fees to AP Holdings, Inc., Steamboat Holdings, Inc.
        and their affiliates and successor entities in an aggregate amount not
        to exceed 50% of the amount equal to (i) the sum of the Company's
        Consolidated Cash Flow and any payments paid in cash pursuant to this
        Section 4.22 to the extent that such payments were deducted in computing
        such Consolidated Cash Flow for the prior 12-month period, less (ii) the
        sum of interest payments paid in cash, capital expenditures paid in cash
        (other than with respect to acquisitions), payments of principal on
        joint ventures or other Indebtedness (excluding payments of principal on
        the Credit Agreement and the Notes) paid in cash, payments on Earnouts
        paid in cash and all accrued income tax paid or payable in cash for the
        same 12-month period by the Company and its Restricted Subsidiaries.

Notwithstanding the foregoing, any such payments may not violate any other terms
or provisions of this Indenture or the Notes and may not exceed $3.0 million in
the aggregate in any 12-month period.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01   MERGER, CONSOLIDATION, OR SALE OF ASSETS.

        The Company shall not, directly or indirectly, consolidate or merge with
or into another Person (whether or not the Company is the surviving
corporation), or sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company and its
Subsidiaries taken as a whole, in one or more related transactions, to another
Person; unless:

                                       58


               (1)    either:

                      (A)  the Company is the surviving corporation; or

                      (B)  the Person formed by or surviving any such
               consolidation or merger (if other than the Company) or to which
               such sale, assignment, transfer, lease, conveyance or other
               disposition has been made is a corporation organized or existing
               under the laws of the United States, any state of the United
               States or the District of Columbia;

               (2)    the Person formed by or surviving any such consolidation
        or merger (if other than the Company) or the Person to which such sale,
        assignment, transfer, lease, conveyance or other disposition shall have
        been made assumes all the obligations of the Company under the Notes,
        this Indenture, the Registration Rights Agreement and the Security
        Documents pursuant to agreements reasonably satisfactory to the Trustee;

               (3)    immediately after such transaction, no Default or Event of
        Default exists;

               (4)    the Company or the Person formed by or surviving any such
        consolidation or merger (if other than the Company), or to which such
        sale, assignment, transfer, conveyance or other disposition has been
        made would, on the date of such transaction after giving pro forma
        effect thereto and any related financing transactions as if the same had
        occurred at the beginning of the applicable four-quarter period, be
        permitted to incur at least $1.00 of additional Indebtedness pursuant to
        the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)
        hereof; and

               (5)    the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel each stating that such merger,
        consolidation or sale of assets and, if a supplemental indenture is
        required in connection with such transaction, such supplemental
        indenture complies with this Article and that all conditions precedent
        herein provided for have been complied with.

        In addition, the Company will not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 will not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of its Wholly Owned Restricted Subsidiaries.

Section 5.02   SUCCESSOR CORPORATION SUBSTITUTED.

        Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company), and may
exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein;
PROVIDED, HOWEVER, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale, assignment, transfer, lease, conveyance or other disposition of all
or substantially all of the predecessor Company's assets in a transaction that
is subject to, and that complies with the provisions of, Section 5.01 hereof.

                                       59


                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01   EVENTS OF DEFAULT.

        Each of the following is an "Event of Default":

               (1)    the Company defaults for 30 days in the payment when due
        of interest on, or Liquidated Damages with respect to, the Notes;

               (2)    the Company defaults in the payment when due (at maturity,
        upon redemption or otherwise) of the principal of, or premium, if any,
        on the Notes;

               (3)    the Company or any of its Subsidiaries fails to comply
        with the provisions of Section 4.10, 4.15 or 5.01 hereof;

               (4)    the Company or any of its Subsidiaries fails to comply
        with Section 4.07 or 4.09 hereof for 30 days after notice to the Company
        from the Trustee or to the Company and the Trustee from the Holders of
        at least 30% in aggregate principal amount of the Notes then outstanding
        voting as a single class;

               (5)    the Company fails to observe or perform any other
        covenant, representation, warranty or other agreement in this Indenture,
        the Notes or the Security Documents for 60 days after notice to the
        Company by the Trustee or to the Company and the Trustee by the Holders
        of at least 25% in aggregate principal amount of the Notes then
        outstanding voting as a single class;

               (6)    a default occurs under any mortgage, indenture or
        instrument under which there may be issued or by which there may be
        secured or evidenced any Indebtedness for money borrowed by the Company
        or any of its Restricted Subsidiaries (or the payment of which is
        guaranteed by the Company or any of its Restricted Subsidiaries),
        whether such Indebtedness or guarantee now exists, or is created after
        the date of this Indenture, if that default:

                      (A)  is caused by a failure to pay principal of, or
               interest or premium, if any, on such Indebtedness prior to the
               expiration of the grace period provided in such Indebtedness on
               the date of such default (a "PAYMENT DEFAULT"); or

                      (B)  results in the acceleration of such Indebtedness
               prior to its express maturity,

               and, in each case, the principal amount of any such Indebtedness,
               together with the principal amount of any other such Indebtedness
               under which there has been a Payment Default or the maturity of
               which has been so accelerated, aggregates $15.0 million or more;

               (7)    a final judgment or final judgments for the payment of
        money are entered by a court or courts of competent jurisdiction against
        the Company or any of its Subsidiaries or any group of Subsidiaries
        that, taken as a whole, would constitute a Subsidiary, which judgment or
        judgments are not paid, discharged or stayed for a period of 60 days;
        PROVIDED that the aggregate of all such undischarged judgments exceeds
        $5.0 million;

                                       60


               (8)    the Company or any of its Significant Subsidiaries or any
        group of Subsidiaries that, taken as a whole, would constitute a
        Significant Subsidiary pursuant to or within the meaning of Bankruptcy
        Law:

                      (A)  commences a voluntary case,

                      (B)  consents to the entry of an order for relief against
               it in an involuntary case,

                      (C)  consents to the appointment of a custodian of it or
               for all or substantially all of its property,

                      (D)  makes a general assignment for the benefit of its
               creditors, or

                      (E)  generally is not paying its debts as they become due;
               or

               (9)    a court of competent jurisdiction enters an order or
        decree under any Bankruptcy Law that:

                      (A)  is for relief against the Company or any of its
               Significant Subsidiaries or any group of Subsidiaries that, taken
               as a whole, would constitute a Significant Subsidiary in an
               involuntary case;

                      (B)  appoints a custodian of the Company or any of its
               Significant Subsidiaries or any group of Subsidiaries that, taken
               as a whole, would constitute a Significant Subsidiary or for all
               or substantially all of the property of the Company or any of its
               Significant Subsidiaries or any group of Subsidiaries that, taken
               as a whole, would constitute a Significant Subsidiary; or

                      (C)  orders the liquidation of the Company or any of its
               Significant Subsidiaries or any group of Subsidiaries that, taken
               as a whole, would constitute a Significant Subsidiary;

               and the order or decree remains unstayed and in effect for 60
               consecutive days; and

               (10)   notice to the Company and the Trustee from the Holders of
        at least 25% in aggregate principal amount of the Notes then outstanding
        voting as a single class of a breach by the Company of any
        representation or warranty or agreement in the Security Documents, the
        repudiation by the Company of any of its obligations under the Security
        Documents or the unenforceability of the Security Documents against the
        Company for any reason.

Section 6.02   ACCELERATION.

        In the case of an Event of Default specified in clause (8) or (9) of
Section 6.01 hereof, with respect to the Company or any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary, all outstanding Notes will become due and
payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes, by notice to the Company and the
Trustee, may declare all the Notes to be due and payable immediately; PROVIDED,
HOWEVER, that so long as any Indebtedness or Obligation is outstanding pursuant
to the Credit Facilities, such acceleration will not be effective until the
earlier of (1) the acceleration of such Indebtedness under

                                       61


the Credit Facilities or (2) five Business Days after receipt by the Company of
written notice of such acceleration; and PROVIDED, further, that in the event of
an acceleration based upon an Event of Default set forth in clause (6) of
Section 6.01, such declaration of acceleration shall be automatically annulled
if the holders of Indebtedness which is the subject of such failure to pay at
maturity or acceleration have rescinded their declaration of acceleration in
respect of such Indebtedness or such failure to pay at maturity shall have been
cured or waived within 30 days thereof and no other Event of Default has
occurred during such 30 day period which has not been cured, paid or waived.

        Upon any such declaration, the Notes shall become due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, any
of its Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary, all outstanding Notes shall be
due and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if (i) the rescission would not conflict with
any judgment or decree, (ii) all existing Events of Default (except nonpayment
of principal, interest or premium or Liquidated Damages, if any, that has become
due solely because of the acceleration) have been cured or waived, and (iii) the
Company has paid to the Trustee all amounts due the Trustee pursuant to Section
7.07.

        If an Event of Default occurs on or after January 1, 2002 by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that the Company
would have had to pay if the Company then had elected to redeem the Notes
pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, anything in this Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default occurs prior to January 1, 2002
by reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to such date, then, upon acceleration of the
Notes, an additional premium shall also become and be immediately due and
payable in an amount, for each of the years beginning on January 1 of the years
set forth below, as set forth below (expressed as a percentage of the principal
amount of the Notes on the date of payment that would otherwise be due but for
the provisions of this sentence):



        YEAR                                                                               PERCENTAGE
        ----                                                                               ----------
                                                                                               
        2002.............................................................................         2.0%
        2003.............................................................................         3.0%
        2004.............................................................................         4.0%
        2005 and thereafter..............................................................         5.0%


Section 6.03   OTHER REMEDIES.

        If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium and Liquidated
Damages, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

        The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

                                       62


Section 6.04   WAIVER OF PAST DEFAULTS.

        Subject to Section 6.02, Holders of not less than a majority in
aggregate principal amount of the then outstanding Notes by notice to the
Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing
Default or Event of Default in the payment of the principal of, premium and
Liquidated Damages, if any, or interest on, the Notes (including in connection
with an offer to purchase); PROVIDED, HOWEVER, that the Holders of a majority in
aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

Section 6.05   CONTROL BY MAJORITY.

        Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

Section 6.06   LIMITATION ON SUITS.

        A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

               (1)    the Holder of a Note gives to the Trustee written notice
        of a continuing Event of Default;

               (2)    the Holders of at least 25% in principal amount of the
        then outstanding Notes make a written request to the Trustee to pursue
        the remedy;

               (3)    such Holder of a Note or Holders of Notes offer and, if
        requested, provide to the Trustee indemnity satisfactory to the Trustee
        against any loss, liability or expense;

               (4)    the Trustee does not comply with the request within 60
        days after receipt of the request and the offer and, if requested, the
        provision of indemnity; and

               (5)    during such 60-day period the Holders of a majority in
        principal amount of the then outstanding Notes do not give the Trustee a
        direction inconsistent with the request.

        A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07   RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

        Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, Liquidated Damages,
if any, and interest on the Note, on or after the respective due dates expressed
in the Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder; PROVIDED
that a Holder shall not have the right to institute any such suit for the
enforcement of payment if and to the extent that the institution or prosecution
thereof

                                       63


or the entry of judgment therein would, under applicable law, result in the
surrender, impairment, waiver or loss of the Lien of this Indenture upon any
property subject to such Lien.

Section 6.08   COLLECTION SUIT BY TRUSTEE.

        If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

Section 6.09   TRUSTEE MAY FILE PROOFS OF CLAIM.

        The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07) and the Holders of the Notes allowed
in any judicial proceedings relative to the Company (or any other obligor upon
the Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 6.10   PRIORITIES.

        If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

               FIRST: to the Trustee, its agents and attorneys for amounts due
        under Section 7.07 hereof, including payment of all compensation,
        expense and liabilities incurred, and all advances made, by the Trustee
        and the costs and expenses of collection;

               SECOND: to holders of Senior Debt to the extent required by the
        Indenture;

               THIRD: to Holders of Notes for amounts due and unpaid on the
        Notes for principal, premium, Liquidated Damages, if any, and interest,
        ratably, without preference or priority of any kind, according to the
        amounts due and payable on the Notes for principal, premium and
        Liquidated Damages, if any and interest, respectively; and

                                       64


               FOURTH: to the Company or to such party as a court of competent
        jurisdiction shall direct.

        The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11   UNDERTAKING FOR COSTS.

        In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01   DUTIES OF TRUSTEE.

        (a)    If an Event of Default has occurred and is continuing, the
Trustee will exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

        (b)    Except during the continuance of an Event of Default:

               (1)    the duties of the Trustee will be determined solely by the
        express provisions of this Indenture and the Trustee need perform only
        those duties that are specifically set forth in this Indenture and no
        others, and no implied covenants or obligations shall be read into this
        Indenture against the Trustee; and

               (2)    in the absence of bad faith on its part, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon certificates or opinions
        furnished to the Trustee and conforming to the requirements of this
        Indenture. However, the Trustee will examine the certificates and
        opinions to determine whether or not they conform to the requirements of
        this Indenture.

        (c)    The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

               (1)    this paragraph does not limit the effect of paragraph (b)
        of this Section 7.01;

               (2)    the Trustee will not be liable for any error of judgment
        made in good faith by a Responsible Officer, unless it is proved that
        the Trustee was negligent in ascertaining the pertinent facts; and

               (3)    the Trustee will not be liable with respect to any action
        it takes or omits to take in good faith in accordance with a direction
        received by it pursuant to Section 6.05 hereof.

                                       65


        (d)    Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.

        (e)    No provision of this Indenture will require the Trustee to expend
or risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, including, without limitation, the provisions of Section
6.05 hereof, unless such Holder has offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense.

        (f)    The Trustee will not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02   RIGHTS OF TRUSTEE.

        (a)    The Trustee may conclusively rely upon any document believed by
it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

        (b)    Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The Trustee will not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel will be
full and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

        (c)    The Trustee may act through its attorneys and agents and will not
be responsible for the misconduct or negligence of any agent appointed with due
care.

        (d)    The Trustee will not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

        (e)    Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company will be sufficient if
signed by an Officer of the Company.

        (f)    The Trustee will be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

        (g)    The permissive right of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty, and the Trustee shall not be
answerable for other than negligence or willful misconduct.

        (h)    The Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Securities of any series unless either (1)
a Responsible Officer of the Trustee shall have actual knowledge of such Default
or Event of Default or (2) written notice of such Default or Event of Default
shall have been given to the Trustee by the Company or by any Holder of the
Securities.

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        (i)    The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity or enforceability of any
Collateral or any arrangement or agreement between the Company and any Person
with respect thereto, or the perfection or priority of any security interest
created in any of the Collateral or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Collateral following
an Event of Default.

Section 7.03   INDIVIDUAL RIGHTS OF TRUSTEE.

        The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee. However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04   TRUSTEE'S DISCLAIMER.

        The Trustee will not be responsible for and makes no representation as
to the validity or adequacy of this Indenture, the Notes, the Security Documents
or the Intercreditor Agreement, it shall not be accountable for the Company's
use of the proceeds from the Notes or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, it will not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it will not be responsible for any statement or
recital herein or any statement in the Notes or any other document in connection
with the sale of the Notes or pursuant to this Indenture other than its
certificate of authentication.

Section 7.05   NOTICE OF DEFAULTS.

        If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or
Liquidated Damages, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the Holders
of the Notes.

Section 7.06   REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

        (a)    Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA Section 313(b)(2). The Trustee will also transmit by mail
all reports as required by TIA Section 313(c).

        (b)    A copy of each report at the time of its mailing to the Holders
of Notes will be mailed by the Trustee to the Company and filed by the Trustee
with the SEC and each stock exchange on which the Notes are listed in accordance
with TIA Section 313(d). The Company will promptly notify the Trustee when the
Notes are listed on any stock exchange.

                                       67


Section 7.07   COMPENSATION AND INDEMNITY.

        (a)    The Company will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses will
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

        (b)    The Company and each Guarantor will indemnify the Trustee against
any and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors or any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee will notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company or any of the Guarantors of their obligations hereunder. The
Company or such Guarantor may defend the claim and the Trustee will cooperate in
the defense. The Trustee may have separate counsel and the Company will pay the
reasonable fees and expenses of such counsel. Neither the Company nor any
Guarantor need pay for any settlement made without its consent, which consent
will not be unreasonably withheld.

        (c)    The obligations of the Company and the Guarantors under this
Section 7.07 will survive the resignation or removal of the Trustee and the
satisfaction and discharge of this Indenture.

        (d)    To secure the Company's payment obligations in this Section 7.07,
the Trustee will have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien will survive the resignation or removal
of the Trustee and the satisfaction and discharge of this Indenture.

        (e)    When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

        (f)    The Trustee will comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

Section 7.08   REPLACEMENT OF TRUSTEE.

        (a)    A resignation or removal of the Trustee and appointment of a
successor Trustee will become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

        (b)    The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

               (1)    the Trustee fails to comply with Section 7.10 hereof;

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               (2)    the Trustee is adjudged a bankrupt or an insolvent or an
        order for relief is entered with respect to the Trustee under any
        Bankruptcy Law;

               (3)    a custodian or public officer takes charge of the Trustee
        or its property; or

               (4)    the Trustee becomes incapable of acting.

        (c)    If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company will promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

        (d)    If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company,
or the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

        (e)    If the Trustee, after written request by any Holder who has been
a Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

        (f)    A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee, PROVIDED all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

Section 7.09   SUCCESSOR TRUSTEE BY MERGER, ETC.

        If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act will be the successor Trustee.

Section 7.10   ELIGIBILITY; DISQUALIFICATION.

        There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

        This Indenture will always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA
Section 310(b).

                                       69


Section 7.11   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

        The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

Section 7.12   TAX WITHHOLDING AND INFORMATION REPORTING.

        The Trustee covenants and agrees to comply with all applicable
withholding, information reporting, and backup withholding requirements under
the U.S. Internal Revenue Code of 1986, as amended, and the Treasury regulations
issued thereunder in respect of any payment on, or in respect of, a Note
(including the filing of Internal Revenue Service Forms 1042, 1042S, and 1099,
and the collection of Internal Revenue Service Forms W-8 and W-9).

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

        The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02   LEGAL DEFEASANCE AND DISCHARGE.

        Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For this purpose,
Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Note Guarantees), which will thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all their other obligations under such Notes, the Note Guarantees and
this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which will survive until otherwise terminated or discharged
hereunder:

               (1)    the rights of Holders of outstanding Notes to receive
        payments in respect of the principal of, or interest or premium and
        Liquidated Damages, if any, on such Notes when such payments are due
        from the trust referred to in Section 8.04 hereof;

               (2)    the Company's obligations with respect to such Notes under
        Article 2 and Section 4.02 hereof;

               (3)    the rights, powers, trusts, duties and immunities of the
        Trustee hereunder and the Company's and the Guarantors' obligations in
        connection therewith; and

               (4)    this Article 8.

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        Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03   COVENANT DEFEASANCE.

        Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21 and
4.22 hereof and clause (4) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Notes will
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and Note
Guarantees, the Company and the Guarantors may omit to comply with and will have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Note Guarantees will be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(7)
and Section 6.01(10) hereof will not constitute Events of Default.

Section 8.04   CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

        In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.02 or 8.03 hereof:

               (1)    the Company must irrevocably deposit with the Trustee, in
        trust, for the benefit of the Holders, cash in United States dollars,
        non-callable Government Securities, or a combination thereof, in such
        amounts as will be sufficient, in the opinion of a nationally recognized
        firm of independent public accountants, to pay the principal of, premium
        and Liquidated Damages, if any, and interest on the outstanding Notes on
        the stated date for payment thereof or on the applicable redemption
        date, as the case may be;

               (2)    in the case of an election under Section 8.02 hereof, the
        Company has delivered to the Trustee an Opinion of Counsel in the United
        States reasonably acceptable to the Trustee confirming that:

                      (A)  the Company has received from, or there has been
               published by, the Internal Revenue Service a ruling; or

                      (B)  since the date of this Indenture, there has been a
               change in the applicable U.S. federal income tax law,

               in either case to the effect that, and based thereon such Opinion
               of Counsel shall confirm that, the Holders of the outstanding
               Notes will not recognize income, gain or loss for U.S. federal
               income tax purposes as a result of such Legal Defeasance and will
               be subject to

                                       71


               U.S. federal income tax on the same amounts, in the same manner
               and at the same times as would have been the case if such Legal
               Defeasance had not occurred;

               (3)    in the case of an election under Section 8.03 hereof, the
        Company must deliver to the Trustee an Opinion of Counsel in the United
        States reasonably acceptable to the Trustee confirming that the Holders
        of the outstanding Notes will not recognize income, gain or loss for
        U.S. federal income tax purposes as a result of such Covenant Defeasance
        and will be subject to U.S. federal income tax on the same amounts, in
        the same manner and at the same times as would have been the case if
        such Covenant Defeasance had not occurred;

               (4)    no Default or Event of Default shall have occurred and be
        continuing on the date of such deposit (other than a Default or Event of
        Default resulting from the borrowing of funds to be applied to such
        deposit) or insofar as Events of Default from bankruptcy or insolvency
        events are concerned, at any time in the period ending on the 91st day
        after the date of deposit;

               (5)    such Legal Defeasance or Covenant Defeasance will not
        result in a breach or violation of, or constitute a default under, any
        material agreement or instrument (other than this Indenture) to which
        the Company or any of its Subsidiaries is a party or by which the
        Company or any of its Subsidiaries is bound;

               (6)    the Company must have delivered to the Trustee an Opinion
        of Counsel to the effect that after the 91st day following the deposit,
        the trust funds will not be subject to the effect of any applicable
        bankruptcy, insolvency, reorganization or similar laws affecting
        creditors' rights generally;

               (7)    the Company must deliver to the Trustee an Officers'
        Certificate stating that the deposit was not made by the Company with
        the intent of preferring the Holders of Notes over the other creditors
        of the Company with the intent of defeating, hindering, delaying or
        defrauding any other creditors of the Company or others; and

               (8)    the Company must deliver to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that all conditions
        precedent provided for or relating to the Legal Defeasance or the
        Covenant Defeasance have been complied with.

Section 8.05   DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
               OTHER MISCELLANEOUS PROVISIONS.

        Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

        The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                                       72


        Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06   REPAYMENT TO COMPANY.

        Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium or
Liquidated Damages, if any, or interest on any Note and remaining unclaimed for
two years after such principal, premium or Liquidated Damages, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holder of such Note will thereafter be permitted to look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; PROVIDED, HOWEVER, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which will not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

Section 8.07   REINSTATEMENT.

        If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantor's obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; PROVIDED,
HOWEVER, that, if the Company makes any payment of principal of, premium or
Liquidated Damages, if any, or interest on any Note following the reinstatement
of its obligations, the Company will be subrogated to the rights of the Holders
of such Notes to receive such payment from the money held by the Trustee or
Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   WITHOUT CONSENT OF HOLDERS OF NOTES.

        Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Note
Guarantees, any agreements entered into to secure collateral pursuant to Article
11 hereof or the Notes without the consent of any Holder of a Note:

               (1)    to cure any ambiguity, defect or inconsistency;

               (2)    to provide for uncertificated Notes in addition to or in
        place of certificated Notes or to alter the provisions of Article 2
        hereof (including the related definitions) in a manner that does not
        materially adversely affect any Holder;

                                       73


               (3)    to provide for the assumption of the Company's and the
        Guarantor's obligations to the Holders of the Notes by a successor to
        the Company pursuant to Article 5 or Article 12 hereof;

               (4)    to make any change that would provide any additional
        rights or benefits to the Holders of the Notes or that does not
        adversely affect the legal rights hereunder of any Holder of the Note;

               (5)    to comply with requirements of the SEC in order to effect
        or maintain the qualification of this Indenture under the TIA;

               (6)    to provide for the issuance of Additional Notes in
        accordance with the limitations set forth in this Indenture as of the
        date hereof;

               (7)    to allow any Guarantor to execute a supplemental indenture
        and/or a Note Guarantee with respect to the Notes; or

               (8)    to provide for additional collateral pursuant to Article
        11 hereof.

        Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
9.06 hereof, the Trustee will join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02   WITH CONSENT OF HOLDERS OF NOTES.

        Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including, without limitation,
Section 3.09, 4.10 and 4.15 hereof), the Note Guarantees and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
(including, without limitation, Additional Notes, if any) then outstanding
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Liquidated Damages, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Note Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including Additional Notes, if any) voting
as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes). Without the consent of at
least 75% in principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, such Notes), no waiver or amendment to this Indenture may make any change in
(1) the provisions of Article 11 hereof or in (2) the provisions of any
agreements entered into to secure collateral pursuant to Article 11 hereof, that
adversely affects the rights of any Holder of Notes. Section 2.08 hereof shall
determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02.

        Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and

                                       74


upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee will join with the Company in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental Indenture.

        It is not necessary for the consent of the Holders of Notes under this
Section 9.02 to approve the particular form of any proposed amendment or waiver,
but it is sufficient if such consent approves the substance thereof.

        After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, will not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

               (1)    reduce the principal amount of Notes whose Holders must
        consent to an amendment, supplement or waiver;

               (2)    reduce the principal of or change the fixed maturity of
        any Note or alter or waive any of the provisions with respect to the
        redemption of the Notes (except as provided above with respect to
        Sections 3.09, 4.10 and 4.15 hereof);

               (3)    reduce the rate of or change the time for payment of
        interest, including default interest, on any Note;

               (4)    waive a Default or Event of Default in the payment of
        principal of or premium or Liquidated Damages, if any, or interest on
        the Notes (except a rescission of acceleration of the Notes by the
        Holders of at least a majority in aggregate principal amount of the then
        outstanding Notes (including Additional Notes, if any) and a waiver of
        the payment default that resulted from such acceleration);

               (5)    make any Note payable in money other than that stated in
        the Notes;

               (6)    make any change in the provisions of this Indenture
        relating to waivers of past Defaults or the rights of Holders of Notes
        to receive payments of principal of, or interest or premium or
        Liquidated Damages, if any, on the Notes;

               (7)    waive a redemption payment with respect to any Note (other
        than a payment required by Section 3.09, Section 4.10 or 4.15 hereof);
        or

               (8)    make any change in Section 6.04 or 6.07 hereof or in the
        foregoing amendment and waiver provisions.

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Section 9.03   COMPLIANCE WITH TRUST INDENTURE ACT.

        Every amendment or supplement to this Indenture or the Notes will be set
forth in a amended or supplemental Indenture that complies with the TIA as then
in effect.

Section 9.04   REVOCATION AND EFFECT OF CONSENTS.

        Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05   NOTATION ON OR EXCHANGE OF NOTES.

        The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

        Failure to make the appropriate notation or issue a new Note will not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06   TRUSTEE TO SIGN AMENDMENTS, ETC.

        The Trustee will sign any amended or supplemental Indenture authorized
pursuant to this Article 9 and any amended or supplement to any agreement
entered into to secure collateral pursuant to Article 11 hereof if such
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental Indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture, the Trustee will be entitled to receive
and (subject to Section 7.01 hereof) will be fully protected in relying upon, in
addition to the documents required by Section 12.04 hereof, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such amended
or supplemental Indenture is authorized or permitted by this Indenture.

                                  ARTICLE 10.
                                  SUBORDINATION

Section 10.01  AGREEMENT TO SUBORDINATE.

        The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

Section 10.02  CERTAIN DEFINITIONS.

        "Permitted Junior Securities" means:

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               (1)    Equity Interests in the Company or any Guarantor; or

               (2)    debt securities that are subordinated to all Senior Debt
        (and any debt securities issued in exchange for Senior Debt) to
        substantially the same extent as, or to a greater extent than, the Notes
        and the Note Guarantees are subordinated to Senior Debt under this
        Indenture.

        A distribution may consist of cash, securities or other property, by
set-off or otherwise.

Section 10.03  LIQUIDATION; DISSOLUTION; BANKRUPTCY

        Upon any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors in any
Insolvency or Liquidation Proceeding with respect to the Company, all amounts
due or to become due under or with respect to all Senior Debt shall first be
paid in full in cash or cash equivalents before any payment is made on account
of the Notes and all other Obligations with respect thereto, except that the
Holders of Notes may receive Reorganization Securities. Upon any such Insolvency
or Liquidation Proceeding, any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities (other than
Reorganization Securities), to which the Holders of the Notes or the Trustee
would be entitled shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders of the Notes or by the Trustee if received by
them, directly to the holders of Senior Debt (PRO RATA to such holders on the
basis of the amounts of Senior Debt held by such holders) or their
Representative or Representatives, as their interests may appear, for
application to the payment of the Senior Debt remaining unpaid until all such
Senior Debt has been paid in full in cash, after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of Senior
Debt.

Section 10.04  DEFAULT ON DESIGNATED SENIOR DEBT.

        (a)    In the event of and during the continuation of any default in the
payment of principal of, interest or premium, if any, on any Senior Debt, or any
Obligation owing from time to time under or in respect of Senior Debt, or in the
event that any event of default (other than a payment default) with respect to
any Senior Debt shall have occurred and be continuing and shall have resulted in
such Senior Debt becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, or (b) if any event of
default other than as described in clause (a) above with respect to any
Designated Senior Debt shall have occurred and be continuing permitting the
holders of such Designated Senior Debt (or their Representative or
Representatives) to declare such Designated Senior Debt due and payable prior to
the date on which it would otherwise have become due and payable, then no
payment shall be made by or on behalf of the Company on account of the Notes
(other than payments in the form of Reorganization Securities) (x) in case of
any payment or nonpayment default specified in (a), unless and until such Senior
Debt is paid in full in cash or cash equivalents or such default shall have been
cured or waived in writing in accordance with the instruments governing such
Senior Debt or such acceleration shall have been rescinded or annulled, or (y)
in case of any nonpayment event of default specified in (b), during the period
(a "Payment Blockage Period") commencing on the date the Company and the Trustee
receive written notice (a "Payment Notice") of such event of default
specifically referring to this Article 10 (which notice shall be binding on the
Trustee and the Holders of Notes as to the occurrence of such a payment default
or nonpayment event of default) from the Credit Agent (or other holders of
Designated Senior Debt or their Representative or Representatives) and ending on
the earliest of (A) 179 days after such date, (B) the date, if any, on which the
Trustee receives written notice from the Credit Agent (or other holders of
Designated Senior Debt or their Representative or Representatives), as the case
may be, stating that such Designated Senior Debt to which such default relates
is paid in full in cash or such default is cured or waived in writing in
accordance with the

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instruments governing such Designated Senior Debt by the holders of such
Designated Senior Debt and (C) the date on which the Trustee receives written
notice from the Credit Agent (or other holders of Designated Senior Debt or
their Representative or Representatives), as the case may be, terminating the
Payment Blockage Period.

        During any consecutive 360-day period, the aggregate of all Payment
Blockage Periods shall not exceed 179 days and there shall be a period of at
least 181 consecutive days in each consecutive 360-day period when no Payment
Blockage Period is in effect. No event of default which existed or was
continuing with respect to the Senior Debt for which notice commencing a Payment
Blockage Period was given on the date such Payment Blockage Period commenced
shall be or be made the basis for the commencement of any subsequent Payment
Blockage Period unless such event of default is cured or waived for a period of
not less than 90 consecutive days.

Section 10.05  ACCELERATION OF NOTES.

        If payment of the Notes is accelerated because of an Event of Default,
the Company will promptly notify holders of Senior Debt of the acceleration.

Section 10.06  WHEN DISTRIBUTION MUST BE PAID OVER.

        In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (other than Permitted Junior Securities
and payments made from any defeasance trust created pursuant to Section 8.04
hereof) at a time when the Trustee or such Holder, as applicable, has actual
knowledge that such payment is prohibited by Section 10.04 hereof, such payment
will be held by the Trustee or such Holder, in trust for the benefit of, and
will be paid forthwith over and delivered, upon written request, to, the holders
of Senior Debt as their interests may appear or their Representative under the
agreement, indenture or other document (if any) pursuant to which Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of all Obligations with respect to Senior Debt remaining unpaid
to the extent necessary to pay such Obligations in full in accordance with their
terms, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

        With respect to the holders of Senior Debt, the Trustee undertakes to
perform only those obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt will be read into this Indenture against
the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and will not be liable to any such holders if the
Trustee pays over or distributes to or on behalf of Holders or the Company or
any other Person money or assets to which any holders of Senior Debt are then
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.07  NOTICE BY COMPANY.

        The Company will promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such notice
will not affect the subordination of the Notes to the Senior Debt as provided in
this Article 10.

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Section 10.08  SUBROGATION.

        After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes will be subrogated (equally and ratably with all other
Indebtedness PARI PASSU with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

Section 10.09  RELATIVE RIGHTS.

        This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture will:

               (1)    impair, as between the Company and Holders of Notes, the
        obligation of the Company, which is absolute and unconditional, to pay
        principal of, premium and interest and Liquidated Damages, if any, on
        the Notes in accordance with their terms;

               (2)    affect the relative rights of Holders of Notes and
        creditors of the Company other than their rights in relation to holders
        of Senior Debt; or

               (3)    prevent the Trustee or any Holder of Notes from exercising
        its available remedies upon a Default or Event of Default, subject to
        the rights of holders and owners of Senior Debt to receive distributions
        and payments otherwise payable to Holders of Notes.

        If the Company fails because of this Article 10 to pay principal of,
premium or interest or Liquidated Damages, if any, on a Note on the due date,
the failure is still a Default or Event of Default.

Section 10.10  SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY.

        No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes may be impaired by any act or failure to
act by the Company or any Holder or by the failure of the Company or any Holder
to comply with this Indenture.

Section 10.11  DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

        Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

        Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes will be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.12  RIGHTS OF TRUSTEE AND PAYING AGENT.

        Notwithstanding the provisions of this Article 10 or any other provision
of this Indenture, the Trustee will not be charged with knowledge of the
existence of any facts that would prohibit the making

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of any payment or distribution by the Trustee, and the Trustee and the Paying
Agent may continue to make payments on the Notes, unless the Trustee has
received at its Corporate Trust Office at least five Business Days prior to the
date of such payment written notice of facts that would cause the payment of any
Obligations with respect to the Notes to violate this Article 10. Only the
Company or a Representative may give the notice. Nothing in this Article 10 will
impair the claims of, or payments to, the Trustee under or pursuant to Section
7.07 hereof.

        The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

Section 10.13  AUTHORIZATION TO EFFECT SUBORDINATION.

        Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.14  AMENDMENTS.

        The provisions of this Article 10 may not be amended or modified without
the written consent of the holders of all Senior Debt.

                                  ARTICLE 11.
                             COLLATERAL AND SECURITY

Section 11.01  SECURITY DOCUMENTS.

        The due and punctual payment of the principal of and interest and
Liquidated Damages, if any, on the Notes when and as the same shall be due and
payable, whether on an interest payment date, at maturity, by acceleration,
repurchase, redemption or otherwise, and interest on the overdue principal of
and interest and Liquidated Damages (to the extent permitted by law), if any, on
the Notes and performance of all other obligations of the Company to the Holders
of Notes or the Trustee under this Indenture and the Notes, according to the
terms hereunder or thereunder, are secured as provided in the Security Documents
and the Intercreditor Agreement which the Company has entered into
simultaneously with the execution of this Indenture and which are attached as
Exhibits F and G hereto. Each Holder of Notes, by its acceptance thereof,
consents and agrees to the terms of the Security Documents and the Intercreditor
Agreement (including, without limitation, the provisions providing for
foreclosure and release of Collateral) as the same may be in effect or may be
amended from time to time in accordance with its terms and authorizes and
directs the Trustee, in its capacity as Collateral Agent, to enter into the
Security Documents and the Intercreditor Agreement and to perform its
obligations and exercise its rights thereunder in accordance therewith. The
Company will do or cause to be done all such acts and things as may be necessary
or proper, or as may be required by the provisions of the Security Documents or
the Intercreditor Agreement, to assure and confirm to the Collateral Agent the
security interest in the Collateral contemplated hereby, by the Security
Documents or any part thereof, as from time to time constituted, so as to render
the same available for the security and benefit of this Indenture and of the
Notes secured hereby, according to the intent and purposes herein expressed. The
Company will take, and will cause its Subsidiaries to take any and all actions
required by applicable law or as may be reasonably required and requested by the
Trustee, to cause the Security Documents to create and

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maintain, as security for the Obligations of the Company hereunder, a valid and
enforceable perfected second priority Lien to be defined by reference to Section
2.2 of the Security Agreement in and on all the Collateral, in favor of the
Collateral Agent for the benefit of the Trustee and the Holders of Notes,
superior to and prior to the rights of all third Persons other than the rights
of the Credit Agent and the lenders under the Credit Agreement and subject to no
other Liens than Permitted Liens.

Section 11.02  RECORDING AND OPINIONS.

        (a)    The Company will furnish to the Trustee, no later than ten days
after the execution and delivery of this Indenture, an Opinion of Counsel
either:

               (1)    stating that, in the opinion of such counsel, all action
        has been taken to create a valid lien on the Collateral, in accordance
        with the intent of Section 11.01 hereof and the Security Documents which
        lien is perfected to the extent that perfection of such lien can be
        effected under the UCC (as defined in the Security Agreement) by the
        filing of a financing statement in the appropriate filing in each
        jurisdiction where such filing is required or by the filing of
        appropriate instruments with the U.S. Copyright Office or U.S. Patent
        and Trade Office, and reciting with respect to the security interests in
        the Collateral, the details of such action; or

               (2)    stating that, in the opinion of such counsel, no such
        action is necessary to make such Lien effective.

        (b)    The Company will furnish to the Collateral Agent and the Trustee
on January 15 in each year beginning with January 15, 2003, an Opinion of
Counsel, dated as of such date, either:

               (1)    stating that, in the opinion of such counsel, action has
        been taken with respect to the recording, registering, filing,
        re-recording, re-registering and re-filing of all supplemental
        indentures, financing statements, continuation statements or other
        instruments of further assurance as is necessary to maintain the Lien of
        the Security Documents and reciting with respect to the security
        interests in the Collateral the details of such action or referring to
        prior Opinions of Counsel in which such details are given;

               (2)    stating that, in the opinion of such counsel, no such
        action is necessary to maintain such Lien and assignment.

        (c)    The Company will otherwise comply with the provisions of
TIA Section 314(b).

Section 11.03  RELEASE OF COLLATERAL.

        (a)    Subject to subsections (b), (c) and (d) of this Section 11.03,
Collateral may be released from the Lien and security interest created by the
Security Documents at any time or from time to time in accordance with the
provisions of the Security Documents or as provided hereby. In addition, upon
the written request of the Company, accompanied by an Officers' Certificate
certifying (i) that all conditions precedent hereunder, under the Security
Documents and under the Intercreditor Agreement have been met (ii) whether or
not such release is in connection with an Asset Sale and (iii) that such release
is permitted under the Intercreditor Agreement and the Collateral Agent will (at
the sole cost and expense of the Company) release Collateral that is sold,
conveyed or disposed of in compliance with the provisions of this Indenture;
PROVIDED, that if such sale, conveyance or disposition constitutes an Asset
Sale, the Company will apply the Net Proceeds in accordance with Section 4.10
hereof. Upon receipt of such written request and Officers' Certificate, the
Collateral Agent shall execute, deliver or acknowledge any

                                       81


necessary or proper instruments of termination, satisfaction or release to
evidence the release of any Collateral permitted to be released pursuant to this
Indenture or the Security Documents.

        (b)    No Collateral may be released from the Lien and security interest
created by the Security Documents pursuant to the provisions of the Security
Documents unless (i) the request and Officers' Certificate required by Section
11.03(a) has been delivered to the Collateral Agent or (ii) the release is
permitted under the Intercreditor Agreement.

        (c)    At any time when a Default or Event of Default has occurred and
is continuing and the maturity of the Notes has been accelerated (whether by
declaration or otherwise) and the Trustee has delivered a notice of acceleration
to the Collateral Agent, no release of Collateral pursuant to the provisions of
the Security Documents will be effective as against the Holders of Notes unless
the release is permitted under the Intercreditor Agreement.

        (d)    The release of any Collateral from the terms of this Indenture,
the Security Documents and the Intercreditor Agreement will not be deemed to
impair the security under this Indenture in contravention of the provisions
hereof if and to the extent the Collateral is released pursuant to the terms
hereof. To the extent applicable, the Company will cause TIA Section 313(b),
relating to reports, and TIA Section 314(d), relating to the release of property
or securities from the Lien and security interest of the Security Documents and
relating to the substitution therefor of any property or securities to be
subjected to the Lien and security interest of the Security Documents, to be
complied with. Any certificate or opinion required by TIA Section 314(d) may be
made by an Officer of the Company except in cases where TIA Section 314(d)
requires that such certificate or opinion be made by an independent Person,
which Person will be an independent engineer, appraiser or other expert
reasonably acceptable to the Trustee same entity in the exercise of reasonable
care.

        In addition, and notwithstanding the foregoing, for so long as any
Indebtedness or commitment to lend exists under the Credit Agreement, the Senior
Lenders may each, in accordance with the Intercreditor Agreement, at any time
and from time to time, in their sole discretion, without the consent of or
notice to Trustee (except to the extent such notice or consent is specifically
required pursuant to the provisions of the Intercreditor Agreement) or any
Holder of Notes, without incurring responsibility to Trustee or any Holder of
Notes, and without impairing or releasing the subordination provided for in the
Intercreditor Agreement or the obligations of the Trustee to the Agent or any
senior lender (i) release any Person liable in any manner under or in respect of
Senior Indebtedness or release or compromise any obligation of any nature of any
Person with respect to any of the Senior Indebtedness, (ii) release its security
interest in, or surrender, release or permit any substitution or exchange for,
all or any part of any Property securing any Senior Indebtedness, or release,
compromise, alter or exchange any obligations of any nature of any Person with
respect to any such Property to the extent it relates to Senior Indebtedness,
(iii) release with respect to, or consent to any departure from, any guaranty
for all or any of the Senior Indebtedness or (iv) exercise or refrain from
exercising any rights against, and release from obligations of any type relating
to Senior Indebtedness, any Credit Party or any other Person.

Section 11.04  CERTIFICATES OF THE COMPANY.

        In addition to the request and Officers' Certificate required by Section
11.03(a), the Company will furnish to the Trustee and the Collateral Agent,
prior to each proposed release of Collateral pursuant to the Security Documents:

               (1)    all documents required by TIA Section 314(d); and

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               (2)    an Opinion of Counsel, which may be rendered by internal
        counsel to the Company, to the effect that such accompanying documents
        constitute all documents required by TIA Section 314(d).

        The Trustee may, to the extent permitted by Sections 7.01 and 7.02
hereof, accept as conclusive evidence of compliance with the foregoing
provisions the appropriate statements contained in such documents and such
Opinion of Counsel.

Section 11.05  CERTIFICATES OF THE TRUSTEE.

        In the event that the Trustee is not the Collateral agent, in the event
that the Company wishes to release Collateral in accordance with the Security
Documents and has delivered the certificates and documents required by the
Security Documents and Sections 11.03 and 11.04 hereof, if such release is not
permitted without a determinant of the Trustee and the Intercreditor Agreement
the Trustee will determine whether it has received all documentation required by
TIA Section 314(d) in connection with such release and, based on such
determination and the Opinion of Counsel delivered pursuant to Section 11.04(2),
will deliver a certificate to the Collateral Agent setting forth such
determination.

Section 11.06  AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE
               SECURITY DOCUMENTS.

        Subject to the terms of the Intercreditor Agreement and the provisions
of Section 7.01 and 7.02 hereof, the Trustee may, in its sole discretion and
without the consent of the Holders of Notes, direct, on behalf of the Holders of
Notes, the Collateral Agent to take all actions the Trustee deems necessary or
appropriate in order to:

               (1)    enforce any of the terms of the Security Documents; and

               (2)    collect and receive any and all amounts payable in respect
        of the Obligations of the Company hereunder.

        Subject to the terms of the Intercreditor Agreement, the Trustee may
institute and maintain such suits and proceedings as it may deem expedient to
prevent any impairment of the Collateral by any acts that may be unlawful or in
violation of the Security Documents or this Indenture, and such suits and
proceedings as the Trustee may deem expedient to preserve or protect its
interests and the interests of the Holders of Notes in the Collateral (including
power to institute and maintain suits or proceedings to restrain the enforcement
of or compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of,
or compliance with, such enactment, rule or order would impair the security
interest hereunder or be prejudicial to the interests of the Holders of Notes or
of the Trustee).

Section 11.07  AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE
               SECURITY DOCUMENTS.

        The Trustee is authorized to receive any funds for the benefit of the
Holders of Notes distributed under the Security Documents, and to make further
distributions of such funds to the Holders of Notes according to the provisions
of this Indenture and the terms of the Intercreditor Agreement.

Section 11.08  TERMINATION OF SECURITY INTEREST.

        In the event the Trustee is not the Collateral Agent, upon the payment
in full of all Obligations of the Company under this Indenture and the Notes, or
upon Legal Defeasance, the Trustee will, at the request of the Company, deliver
a certificate to the Collateral Agent stating that such Obligations have

                                       83


been paid in full, and instruct the Collateral Agent to release the Liens
pursuant to this Indenture and the Security Documents.

                                  ARTICLE 12.
                                 NOTE GUARANTEES

Section 12.01  GUARANTEE.

        (a)    Subject to this Article 12, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company hereunder or thereunder, that:

               (1)    the principal of, premium and Liquidated Damages, if any,
        and interest on the Notes will be promptly paid in full when due,
        whether at maturity, by acceleration, redemption or otherwise, and
        interest on the overdue principal of and interest on the Notes, if any,
        if lawful, and all other obligations of the Company to the Holders or
        the Trustee hereunder or thereunder will be promptly paid in full or
        performed, all in accordance with the terms hereof and thereof; and

               (2)    in case of any extension of time of payment or renewal of
        any Notes or any of such other obligations, that same will be promptly
        paid in full when due or performed in accordance with the terms of the
        extension or renewal, whether at stated maturity, by acceleration or
        otherwise.

        Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

        (b)    The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

        (c)    If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantors, any amount paid by either to the Trustee or such Holder, this
Note Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

        (d)    Each Guarantor agrees that it will not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided

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in Article 6 hereof, such obligations (whether or not due and payable) will
forthwith become due and payable by the Guarantors for the purpose of this Note
Guarantee. The Guarantors will have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Note Guarantee.

Section 12.02  SUBORDINATION OF NOTE GUARANTEE.

        The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 12 will be junior and subordinated to the Senior Debt of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Company. For the purposes of the foregoing sentence, the Trustee and
the Holders will have the right to receive and/or retain payments by any of the
Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 12.03  LIMITATION ON GUARANTOR LIABILITY.

        Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 12, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 12.04  EXECUTION AND DELIVERY OF NOTE GUARANTEE.

        To evidence its Note Guarantee set forth in Section 12.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its Officers.

        Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 12.01 will remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

        If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid
nevertheless.

        The delivery of any Note by the Trustee, after the authentication
thereof hereunder, will constitute due delivery of the Note Guarantee set forth
in this Indenture on behalf of the Guarantors.

        In the event that the Company creates or acquires any Restricted
Subsidiary after the date of this Indenture, if required by Section 4.20 hereof,
the Company will cause such Restricted Subsidiary to comply with the provisions
of Section 4.20 hereof and this Article 12, to the extent applicable.

                                       85


Section 12.05  GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

        Except as otherwise provided in Section 12.06, a Guarantor may not sell
or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor,
unless:

               (1)    immediately after giving effect to such transaction, no
        Default or Event of Default exists; and

               (2)    subject to Section 12.06 hereof, the Person acquiring the
        property in any such sale or disposition or the Person formed by or
        surviving any such consolidation or merger unconditionally assumes all
        the obligations of that Guarantor, pursuant to a supplemental indenture
        in form and substance reasonably satisfactory to the Trustee, under the
        Notes, this Indenture, the Registration Rights Agreement and the Note
        Guarantee on the terms set forth herein or therein; and

                      (A)  the Company would be permitted by virtue of its pro
               forma Fixed Charge Coverage Ratio, immediately after giving
               effect to such transaction, to incur at least $1.00 of additional
               Indebtedness pursuant to the Fixed Charge Ratio test set forth in
               Section 4.09 hereof; or

                      (B)  such consolidation or merger is with or into such
               Person other than the Company or a another Guarantor and the
               acquisition of all of the Equity Interests in such Person would
               have complied with the provisions of the covenants described
               under Sections 4.07 and 4.09 hereof; and

                      (C)  the Guarantor has delivered to the Trustee an
               Officers' Certificate and an Opinion of Counsel each stating that
               such merger, consolidation or sale of assets and, if a
               supplemental indenture is required in connection with such
               transaction, such supplemental indenture complies with this
               Article and that all conditions precedent herein provided for
               have been complied with.

        In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person will succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

        Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

                                       86


Section 12.06  RELEASES FOLLOWING SALE OF ASSETS, MERGER, SALE OF CAPITAL
               STOCK, ETC.

        In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all to the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) a Subsidiary of the Company, then such Guarantor
(in the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the Capital Stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved
of any obligations under its Note Guarantee; PROVIDED that the Net Proceeds of
such sale or other disposition are applied in accordance with applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee will execute any documents
reasonably requested by the Company in order to evidence the release of such
Guarantor from its obligations under its Note Guarantee.

        In the event that the Company designates any Restricted Subsidiary that
is a Guarantor as an Unrestricted Subsidiary, then such Guarantor will be
released and relieved from any obligations under its Note Guarantee; PROVIDED
that such designation is in accordance with the applicable provisions of this
Indenture, including without limitation Section 4.07 and Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such designation was made by the Company
in accordance with the terms of this Indenture, including without limitation
Section 4.07 and Section 4.10 hereof, the Trustee will execute any documents
reasonably requested by the Company in order to evidence the release of such
Guarantor from its obligations under its Notes Guarantee.

        Any Guarantor not released from its obligations under its Note Guarantee
will remain liable for the full amount of principal of and interest on the Notes
and for the other obligations of such Guarantor under this Indenture as provided
in this Article 12.

                                  ARTICLE 13.
                           SATISFACTION AND DISCHARGE

Section 13.01  SATISFACTION AND DISCHARGE.

        This Indenture will be discharged and will cease to be of further effect
as to all Notes issued hereunder, when:

               (1)    either:

                      (a)  all Notes that have been authenticated (except lost,
        stolen or destroyed Notes that have been replaced or paid and Notes for
        whose payment money has theretofore been deposited in trust and
        thereafter repaid to the Company) have been delivered to the Trustee for
        cancellation; or

                      (b)  all Notes that have not been delivered to the Trustee
        for cancellation have become due and payable by reason of the mailing of
        a notice of redemption or otherwise or will become due and payable
        within one year and the Company or any Guarantor has irrevocably
        deposited or caused to be deposited with the Trustee as trust funds in
        trust solely for the benefit of the Holders, cash in U.S. dollars,
        non-callable Government Securities, or a combination thereof,

                                       87


        in such amounts as will be sufficient without consideration of any
        reinvestment of interest, to pay and discharge the entire indebtedness
        on the Notes not delivered to the Trustee for cancellation for
        principal, premium and Liquidated Damages, if any, and accrued interest
        to the date of maturity or redemption;

               (2)    no Default or Event of Default has occurred and is
        continuing on the date of such deposit or will occur as a result of such
        deposit and such deposit will not result in a breach or violation of, or
        constitute a default under, any other instrument to which the Company or
        any Guarantor is a party or by which the Company or any Guarantor is
        bound;

               (3)    the Company or any Guarantor has paid or caused to be paid
        all sums payable by it under this Indenture; and

               (4)    the Company has delivered irrevocable instructions to the
        Trustee under this Indenture to apply the deposited money toward the
        payment of the Notes at maturity or the redemption date, as the case may
        be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

        Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 13.02 and Section 8.06 will
survive. In addition, nothing in this Section 13.01 will be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 13.02  APPLICATION OF TRUST MONEY.

        Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 13.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

        If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 13.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 13.01; PROVIDED that if the Company has made any payment of principal
of, premium, if any, or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                  ARTICLE 14.
                                  MISCELLANEOUS

Section 14.01  TRUST INDENTURE ACT CONTROLS.

        If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties will control.

                                       88


Section 14.02  NOTICES.

        Any notice or communication by the Company, any Guarantor or the Trustee
to the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telecopier
or overnight air courier guaranteeing next day delivery, to the others' address:

        If to the Company and/or any Guarantor:

        APCOA/Standard Parking, Inc.
        900 North Michigan Avenue
        Suite 1600
        Chicago, Illinois 60611
        Telecopier No.:  (312) 640-6162
        Attention:  Chief Financial Officer

        With a copy to:
        White & Case LLP
        1155 Avenue of the Americas
        New York, New York 10036
        Telecopier No.:  (212) 819-8200
        Attention:  Jonathan E. Kahn

        If to the Trustee:
        Wilmington Trust Company
        Rodney Square North
        1100 N. Market Street
        Wilmington, Delaware 19890
        Telecopier No.:  (302) 636-4145
        Attention:  Corporate Trust Administration

        The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

        All notices and communications (other than those sent to Holders) will
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

        Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA Section  313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.

        If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

        If the Company mails a notice or communication to Holders, it will mail
a copy to the Trustee and each Agent at the same time.

                                       89


Section 14.03  COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

        Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

Section 14.04  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

        Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

               (1)    an Officers' Certificate in form and substance reasonably
        satisfactory to the Trustee (which must include the statements set forth
        in Section 12.05 hereof) stating that, in the opinion of the signers,
        all conditions precedent and covenants, if any, provided for in this
        Indenture relating to the proposed action have been satisfied; and

               (2)    an Opinion of Counsel in form and substance reasonably
        satisfactory to the Trustee (which must include the statements set forth
        in Section 12.05 hereof) stating that, in the opinion of such counsel,
        such action is authorized or permitted by this Indenture and that all
        such conditions precedent and covenants have been satisfied.

Section 14.05  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

        Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA
Section 314(e) and must include:

               (1)    a statement that the Person making such certificate or
        opinion has read such covenant or condition;

               (2)    a brief statement as to the nature and scope of the
        examination or investigation upon which the statements or opinions
        contained in such certificate or opinion are based;

               (3)    a statement that, in the opinion of such Person, he or she
        has made such examination or investigation as is necessary to enable him
        or her to express an informed opinion as to whether or not such covenant
        or condition has been satisfied; and

               (4)    a statement as to whether or not, in the opinion of such
        Person, such condition or covenant has been satisfied.

Section 14.06  RULES BY TRUSTEE AND AGENTS.

        The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 14.07  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
               STOCKHOLDERS.

        No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note Guarantees, or the Security Documents or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Notes by accepting a

                                       90


Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

Section 14.08  GOVERNING LAW.

        THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 14.09  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

        This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 14.10  SUCCESSORS.

        All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 12.06.

Section 14.11  SEVERABILITY.

        In case any provision in this Indenture or in the Notes is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.

Section 14.12  COUNTERPART ORIGINALS.

        The parties may sign any number of copies of this Indenture. Each signed
copy will be an original, but all of them together represent the same agreement.

Section 14.13  TABLE OF CONTENTS, HEADINGS, ETC.

        The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and will in no
way modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                       91


                                   SIGNATURES

Dated as of January 11, 2002

                                 APCOA/STANDARD PARKING, INC.

                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Executive Vice President,
                                            Chief Financial Officer, Treasurer

                                 A-1 AUTO PARK, INC.

                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 APCOA CAPITAL CORPORATION

                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 CENTURY PARKING, INC.

                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 EVENTS PARKING CO., INC.

                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                       92


                                 HAWAII PARKING MAINTENANCE, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 METROPOLITAN PARKING SYSTEM, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                 S & S PARKING, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 SENTINEL PARKING CO. OF OHIO, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 SENTRY PARKING CORPORATION
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                       93


                                 STANDARD AUTO PARK, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                 STANDARD PARKING CORPORATION
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                 STANDARD PARKING CORPORATION IL
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                 TOWER PARKING, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                 VIRGINIA PARKING SERVICE, INC.
                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                       94


                                 APCOA BRADLEY PARKING COMPANY, LLC
                                 By: APCOA/STANDARD PARKING, INC., ITS SOLE
                                        MEMBER

                                 By:
                                     Name:  G. Marc Baumann
                                     -------------------------------------------
                                     Title: Executive Vice President,
                                            Chief Financial Officer, Treasurer

                                 APCOA LASALLE PARKING COMPANY, LLC
                                 By: APCOA/STANDARD PARKING INC., ITS MANAGER

                                 By:
                                     Name:  G. Marc Baumann
                                     -------------------------------------------
                                     Title: Executive Vice President,
                                            Chief Financial Officer, Treasurer

                                 EXECUTIVE PARKING INDUSTRIES, L.L.C.

                                 By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

Attest:


- ---------------------------------
Name:
Title:

                                       95


                                   SIGNATURES

Dated as of January 11, 2001


Wilmington Trust Company, as Trustee

By:
   -------------------------------
Name:
Title:

                                       96


                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

        The following schedule lists each Guarantor under the Indenture as of
the date of the Indenture:

A-1 Auto Park, Inc.
APCOA Bradley Parking Company, LLC
APCOA Capital Corporation
APCOA LaSalle Parking Company, LLC
Century Parking, Inc.
Events Parking Co., Inc.
Hawaii Parking Maintenance Inc.
Metropolitan Parking System, Inc.
S&S Parking, Inc.
Sentinel Parking Co. of Ohio, Inc.
Sentry Parking Corporation
Standard Auto Park, Inc.
Standard Parking Corporation
Standard Parking Corporation IL
Tower Parking, Inc.
Virginia Parking Service, Inc.
Executive Parking Industries, L.L.C.

                                      I-1

                                                                       EXHIBIT A

                                 [Face of Note]
- -------------------------------------------------------------------------------
THIS NOTE WILL BE CONSIDERED TO HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT
("OID") FOR PURPOSES OF SECTIONS 1271 ET. SEQ. OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED. THE ISSUE DATE OF THIS NOTE IS JANUARY 11, 2002. FOR
INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF OID, AND YIELD TO MATURITY FOR
PURPOSES OF THE OID RULES, PLEASE CONTACT G. MARC BAUMANN, EXECUTIVE VICE
PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER OF APCOA/STANDARD PARKING,
INC., AT 900 NORTH MICHIGAN AVENUE, SUITE 1600, CHICAGO, ILLINOIS 60611,
TELECOPIER NO.: (312) 640-6162, ATTENTION: CHIEF FINANCIAL OFFICER.

ALL INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE SENIOR
INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE
SUBJECT TO THE TERMS OF, THE INTERCREDITOR AGREEMENT, DATED AS OF JANUARY 11,
2002 AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED AND IN
EFFECT FROM TIME TO TIME, BY AND AMONG WILMINGTON TRUST COMPANY, AS TRUSTEE,
LASALLE BANK NATIONAL ASSOCIATION, AS AGENT FOR THE SENIOR LENDERS, AND THE
"CREDIT PARTIES" IDENTIFIED THEREIN, INCLUDING THE MAKER(S) OF THIS INSTRUMENT.

                                                         CUSIP/CINS ____________

    14% [Series A] [Series B] Senior Subordinated Second Lien Notes Due 2006

No. ___                                                            $____________

                          APCOA/Standard Parking, Inc.

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of __________________________________________________________


Dollars on December 15, 2006.

Interest Payment Dates:  June 15 and December 15

Record Dates:  June 1 and December 1

Dated:  _______________, 200_

                                 APCOA/Standard Parking, Inc.

                                 By:
                                    -------------------------------------------
                                    Name:
                                    Title:

                                                                 (SEAL)

This is one of the Notes referred to
in the within-mentioned Indenture:

                                      A-1


Wilmington Trust Company,
 as Trustee


By:
   --------------------------------------------
              Authorized Signatory

- -------------------------------------------------------------------------------

                                      A-2


                                 [Back of Note]

    14% [Series A] [Series B] Senior Subordinated Second Lien Notes Due 2006

[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
INDENTURE]

[INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS
OF THE INDENTURE]

        Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

                (1) INTEREST. APCOA/Standard Parking, Inc., a Delaware
        corporation (the "Company"), promises to pay interest on the principal
        amount of this Note at 14% per annum from January 11, 2002 until
        maturity and shall pay the Liquidated Damages, if any, payable pursuant
        to Section 7 of the Registration Rights Agreement referred to below.
        Interest in the amount of 10% per annum will be paid in cash, and
        interest in the amount of 4% per annum will be paid in additional Notes
        (the "PIK Notes"). The Company will pay interest and Liquidated Damages,
        if any, semi-annually in arrears on June 15 and December 15 of each
        year, or if any such day is not a Business Day, on the next succeeding
        Business Day (each, an " Interest Payment Date"). Interest on the Notes
        will accrue from the most recent date to which interest has been paid
        or, if no interest has been paid, from the date of such Notes issuance;
        PROVIDED that if there is no existing Default in the payment of
        interest, and if this Note is authenticated between a record date
        referred to on the face hereof and the next succeeding Interest Payment
        Date, interest shall accrue from such next succeeding Interest Payment
        Date; PROVIDED, FURTHER, that the first Interest Payment Date shall be
        June 15, 2002. The Company will pay interest (including post-petition
        interest in any proceeding under any Bankruptcy Law) on overdue
        principal and premium, if any, from time to time on demand at a rate
        that is 1% per annum in excess of the rate then in effect; it will pay
        interest (including post-petition interest in any proceeding under any
        Bankruptcy Law) on overdue installments of interest and Liquidated
        Damages, if any, (without regard to any applicable grace periods) from
        time to time on demand at the same rate to the extent lawful. Interest
        will be computed on the basis of a 360-day year of twelve 30-day months.
        PIK Notes will be issued in denominations of $100.00 principal amount
        and integral multiples thereof. The amount of PIK Notes issued to any
        Holder will be rounded down to the nearest $100.00 with any fractional
        amount paid to such Holder in cash. PIK Notes will bear interest
        (including interest paid on the date of maturity of the Notes) and
        Liquidated Damages, if any, in a manner identical to all other Notes
        issued under the Indenture.

                On the maturity date the Company will pay to the Holder 105% of
        the principal amount hereof, plus interest and Liquidated Damages, if
        any, then due.

                (2) METHOD OF PAYMENT. The Company will pay interest on the
        Notes (except defaulted interest) and Liquidated Damages, if any, to the
        Persons who are registered Holders of Notes at the close of business on
        the June 1 or December 1 next preceding the Interest Payment Date, even
        if such Notes are canceled after such record date and on or before such
        Interest Payment Date, except as provided in Section 2.12 of the
        Indenture with respect to defaulted interest. The Notes will be payable
        as to principal, premium and Liquidated Damages, if any, and interest at
        the office or agency of the Company maintained for such purpose within
        or without the City and State of New York, or, at the option of the
        Company, payment of interest and Liquidated Damages, if any, may be made
        by check mailed to the Holders at their addresses set forth in the
        register of Holders; PROVIDED that payment by wire transfer of
        immediately available funds will be required with respect to principal
        of and interest, premium and Liquidated Damages, if any, on, all Global
        Notes and all other Notes the Holders of which will have provided wire
        transfer

                                      A-3


        instructions to the Company or the Paying Agent no later than the
        related record date for such payment. Such payment will be in such coin
        or currency of the United States of America as at the time of payment is
        legal tender for payment of public and private debts.

                (3) PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust
        Company, the Trustee under the Indenture, will act as Paying Agent and
        Registrar. The Company may change any Paying Agent or Registrar without
        notice to any Holder. The Company or any of its Subsidiaries may act in
        any such capacity.

                (4) INDENTURE AND SECURITY DOCUMENTS. The Company issued the
        Notes under an Indenture dated as of January 11, 2002 (the "Indenture")
        among the Company, the Guarantors and the Trustee. The terms of the
        Notes include those stated in the Indenture and those made part of the
        Indenture by reference to the Trust Indenture Act of 1939, as amended
        (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such
        terms, and Holders are referred to the Indenture and such Act for a
        statement of such terms. To the extent any provision of this Note
        conflicts with the express provisions of the Indenture, the provisions
        of the Indenture shall govern and be controlling. The Notes are secured
        obligations of the Company limited to $100.0 million in aggregate
        principal amount, plus any PIK Notes. The Notes are secured by a second
        priority security interest in substantially all of the Company's assets
        pursuant to the Security Documents and the Intercreditor Agreement
        referred to in the Indenture.

                (5) OPTIONAL REDEMPTION.

        The Company will not have the option to redeem the Notes prior to
January 1, 2002. Thereafter, the Company will have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on January 1 of the years indicated below:



        YEAR ....................................................              PERCENTAGE
                                                                             
        2002 ....................................................               102.000%
        2003 ....................................................               103.000%
        2004 ....................................................               104.000%
        2005 and thereafter .....................................               105.000%


                (6) MANDATORY REDEMPTION.

        Except as set forth under Sections 3.09, 4.10 and 4.15 of the Indenture,
the Company will not be required to make mandatory redemption payments with
respect to the Notes.

                (7) REPURCHASE AT OPTION OF HOLDER.

                    (a) If there is a Change of Control, the Company will be
        required to make an offer (a "Change of Control Offer") to repurchase
        all or any part (equal to $1,000 or an integral multiple thereof) of
        each Holder's Notes at a purchase price equal to 101% of the aggregate
        principal amount thereof plus accrued and unpaid interest and Liquidated
        Damages thereon, if any, to the date of purchase the "Change of Control
        Payment"). Within 10 days following any Change of Control, the Company
        will mail a notice to each Holder setting forth the procedures governing
        the Change of Control Offer as required by the Indenture.

                                      A-4


                    (b) If the Company or a Subsidiary consummates any Asset
        Sales, within five days of each date on which the aggregate amount of
        Excess Proceeds exceeds $10.0 million, the Company will commence an
        offer to all Holders of Notes and all holders of other Indebtedness that
        is PARI PASSU with the Notes containing provisions similar to those set
        forth in the Indenture with respect to offers to purchase or redeem with
        the proceeds of sales of assets (an "Asset Sale Offer") pursuant to
        Section 3.09 of the Indenture to purchase the maximum principal amount
        of Notes (including any Additional Notes) and other PARI PASSU
        Indebtedness that may be purchased out of the Excess Proceeds at an
        offer price in cash in an amount equal to 100% of the principal amount
        thereof plus accrued and unpaid interest and Liquidated Damages thereon,
        if any, to the date fixed for the closing of such offer, in accordance
        with the procedures set forth in the Indenture. To the extent that the
        aggregate amount of Notes (including any Additional Notes) and other
        PARI PASSU Indebtedness tendered pursuant to an Asset Sale Offer is less
        than the Excess Proceeds, the Company (or such Subsidiary) may use such
        deficiency for any purpose not otherwise prohibited by the Indenture or
        the Credit Agreement. If the aggregate principal amount of Notes and
        other PARI PASSU Indebtedness surrendered by holders thereof exceeds the
        amount of Excess Proceeds, the Trustee shall select the Notes and the
        Company shall select the other PARI PASSU Indebtedness to be purchased
        on a PRO RATA basis. Holders of Notes that are the subject of an offer
        to purchase will receive an Asset Sale Offer from the Company prior to
        any related purchase date and may elect to have such Notes purchased by
        completing the form entitled "Option of Holder to Elect Purchase" on the
        reverse of the Notes.

                (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
        least 30 days but not more than 60 days before the redemption date to
        each Holder whose Notes are to be redeemed at its registered address.
        Notes in denominations larger than $100 may be redeemed in part but only
        in whole multiples of $100, unless all of the Notes held by a Holder are
        to be redeemed. On and after the redemption date, interest ceases to
        accrue on Notes or portions thereof called for redemption.

                (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
        registered form without coupons in denominations of $100 and integral
        multiples of $100; PROVIDED, HOWEVER, to the extent that the amount of
        Notes to be issued is greater than $1,000 in principal amount, the Notes
        shall be issued in multiples of $1,000 and integral multiples thereof,
        with the remaining principal amount issued in denominations of $100
        principal amount and integral multiples thereof. The transfer of Notes
        may be registered and Notes may be exchanged as provided in the
        Indenture. The Registrar and the Trustee may require a Holder, among
        other things, to furnish appropriate endorsements and transfer documents
        and the Company may require a Holder to pay any taxes and fees required
        by law or permitted by the Indenture. The Company need not exchange or
        register the transfer of any Note or portion of a Note selected for
        redemption, except for the unredeemed portion of any Note being redeemed
        in part. Also, the Company need not exchange or register the transfer of
        any Notes for a period of 15 days before a selection of Notes to be
        redeemed or during the period between a record date and the
        corresponding Interest Payment Date.

                (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may
        be treated as its owner for all purposes.

                (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
        exceptions, the Indenture, the Note Guarantees or the Notes may be
        amended or supplemented with the consent of the Holders of at least a
        majority in principal amount of the then outstanding Notes, voting as a
        single class, and any existing default or compliance with any provision
        of the Indenture, the Note Guarantees or the Notes may be waived with
        the consent of the Holders of a majority in principal amount of the then
        outstanding Notes, voting as a single class. Without the consent of any

                                      A-5


        Holder of a Note, the Indenture, the Note Guarantees or the Notes may be
        amended or supplemented to cure any ambiguity, defect or inconsistency,
        to provide for uncertificated Notes in addition to or in place of
        certificated Notes, to provide for the assumption of the Company's or
        any Guarantor's obligations to Holders of the Notes in case of a merger
        or consolidation, to make any change that would provide any additional
        rights or benefits to the Holders of the Notes or that does not
        adversely affect the legal rights under the Indenture of any such
        Holder, to comply with the requirements of the SEC in order to effect or
        maintain the qualification of the Indenture under the Trust Indenture
        Act, to provide for the Issuance of Additional Notes in accordance with
        the limitations set forth in the Indenture, or to allow any Guarantor to
        execute a supplemental indenture to the Indenture and/or a Note
        Guarantee with respect to the Notes.

                (12) DEFAULTS AND REMEDIES. Events of Default include: (i)
        default for 30 days in the payment when due of interest or Liquidated
        Damages on the Notes; (ii) default in payment when due of principal of
        or premium, if any, on the Notes when the same becomes due and payable
        at maturity, upon redemption (including in connection with an offer to
        purchase) or otherwise, (iii) failure by the Company to comply with
        Sections 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the
        Company or any of its Subsidiaries for 30 days after notice from the
        Trustee or Holders of at least 30% in aggregate principal amount of the
        Notes then outstanding voting as a single class to comply with Section
        4.07 or 4.09 of the Indenture; (v) failure by the Company for 60 days
        after notice to the Company by the Trustee or the Holders of at least
        25% in principal amount of the Notes (including Additional Notes, if
        any) then outstanding voting as a single class to comply with certain
        other agreements in the Indenture, the Notes or the Security Documents;
        (vi) default under certain other agreements relating to Indebtedness of
        the Company or any of its Restricted Subsidiaries, which default results
        in the acceleration of such Indebtedness prior to its express maturity;
        (vii) certain final judgments for the payment of money that remain
        undischarged for a period of 60 days; (viii) certain events of
        bankruptcy or insolvency with respect to the Company or any of its
        Significant Subsidiaries; and (ix) notice to the Company and the Trustee
        from the Holder of at least 25% in aggregate principal amount of the
        Notes then outstanding voting as a single class of a breach by the
        Company of any representation or warranty or agreement in the Security
        Documents, the repudiation by Company of any of its obligations under
        the Security Documents or the unenforceability of the Security Documents
        against the Company for any reason. If any Event of Default occurs and
        is continuing, the Trustee or the Holders of at least 25% in principal
        amount of the then outstanding Notes may declare all the Notes to be due
        and payable. Notwithstanding the foregoing, in the case of an Event of
        Default arising from certain events of bankruptcy or insolvency, all
        outstanding Notes will become due and payable without further action or
        notice. Holders may not enforce the Indenture or the Notes except as
        provided in the Indenture. Subject to certain limitations, Holders of a
        majority in principal amount of the then outstanding Notes may direct
        the Trustee in its exercise of any trust or power. The Trustee may
        withhold from Holders of the Notes notice of any continuing Default or
        Event of Default (except a Default or Event of Default relating to the
        payment of principal or interest) if it determines that withholding
        notice is in their interest. The Holders of a majority in aggregate
        principal amount of the Notes then outstanding by notice to the Trustee
        may on behalf of the Holders of all of the Notes waive any existing
        Default or Event of Default and its consequences under the Indenture
        except a continuing Default or Event of Default in the payment of
        interest on, or the principal of, the Notes. The Company and each
        Guarantor is required to deliver to the Trustee annually a statement
        regarding compliance with the Indenture, and the Company is required
        upon becoming aware of any Default or Event of Default, to deliver to
        the Trustee a statement specifying such Default or Event of Default.

                (13) SUBORDINATION. Payment of principal, interest and premium
        and Liquidated Damages, if any, on the Notes is subordinated to the
        prior payment of Senior Debt on the terms provided in the Indenture.

                                      A-6


                (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
        individual or any other capacity, may make loans to, accept deposits
        from, and perform services for the Company or its Affiliates, and may
        otherwise deal with the Company or its Affiliates, as if it were not the
        Trustee.

                (15) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
        incorporator or stockholder, of the Company or any of the Guarantors, as
        such, will not have any liability for any obligations of the Company or
        such Guarantor under the Notes, the Note Guarantees or the Indenture or
        for any claim based on, in respect of, or by reason of, such obligations
        or their creation. Each Holder by accepting a Note waives and releases
        all such liability. The waiver and release are part of the consideration
        for the issuance of the Notes.

                (16) AUTHENTICATION. This Note will not be valid until
        authenticated by the manual signature of the Trustee or an
        authenticating agent.

                (17) ABBREVIATIONS. Customary abbreviations may be used in the
        name of a Holder or an assignee, such as: TEN COM (= tenants in common),
        TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
        right of survivorship and not as tenants in common), CUST (= Custodian),
        and U/G/M/A (= Uniform Gifts to Minors Act).

                (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
        RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
        Holders of Notes under the Indenture, Holders of Restricted Global Notes
        and Restricted Definitive Notes will have all the rights set forth in
        the A/B Exchange Registration Rights Agreement dated as of January 11,
        2002, among the Company, the Guarantors and the other parties named on
        the signature pages thereof or, in the case of Additional Notes, Holders
        of Restricted Global Notes and Restricted Definitive Notes will have the
        rights set forth in one or more registration rights agreements, if any,
        among the Company, the Guarantors and the other parties thereto,
        relating to rights given by the Company and the Guarantors to the
        purchasers of any Additional Notes (collectively, the "Registration
        Rights Agreement").

                (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by
        the Committee on Uniform Security Identification Procedures, the Company
        has caused CUSIP numbers to be printed on the Notes and the Trustee may
        use CUSIP numbers in notices of redemption as a convenience to Holders.
        No representation is made as to the accuracy of such numbers either as
        printed on the Notes or as contained in any notice of redemption and
        reliance may be placed only on the other identification numbers placed
        thereon.

        The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

APCOA/Standard Parking, Inc.
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611
Attention:  Chief Financial Officer

                                      A-7


                                 ASSIGNMENT FORM

        To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                                  (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

Date:  _______________

                           Your Signature:
                                           -------------------------------------
                    (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:  _________________________

*       Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                      A-1

                                                                       EXHIBIT A
                       OPTION OF HOLDER TO ELECT PURCHASE

        If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                      Section 4.10          Section 4.15

        If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                            $___________________________________

Date:
      ------------------------

                            Your Signature:
                                           -------------------------------------
                                  (Sign exactly as your name appears on the face
                                     of this Note)

                            Tax Identification No.:
                                                   -----------------------------

Signature Guarantee*:
                     --------------------------

*       Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                      A-1


                                                                       EXHIBIT A

     SCHEDULE OF INCREASES IN OR EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

        The following increases in or exchanges of a part of this Global Note
for an interest in another Global Note or for a Definitive Note, or exchanges of
a part of another Global Note or Definitive Note for an interest in this Global
Note, have been made:

                                                                             
                                                                   PRINCIPAL AMOUNT
                                                                 OF THIS GLOBAL NOTE        SIGNATURE OF
                    AMOUNT OF DECREASE   AMOUNT OF INCREASE IN      FOLLOWING SUCH       AUTHORIZED OFFICER
                    IN PRINCIPAL AMOUNT     PRINCIPAL AMOUNT         DECREASE (OR           OF TRUSTEE OR
DATE OF EXCHANGE    OF THIS GLOBAL NOTE   OF THIS GLOBAL NOTE          INCREASE)              CUSTODIAN



* THIS SCHEDULE SHOULD BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM.

                                       A-1


                                                                       EXHIBIT B
                         FORM OF CERTIFICATE OF TRANSFER

APCOA/Standard Parking, Inc.
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611
Attention:[Chief Financial Officer.]

[REGISTRAR ADDRESS BLOCK]

        Re: 14% Senior Subordinated Second Lien Notes Due 2006

        Reference is hereby made to the Indenture, dated as of _________________
(the "INDENTURE"), among APCOA/Standard Parking, Inc., as issuer (the
"COMPANY"), the Guarantors named on the signature pages thereto and Wilmington
Trust Company, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

        ___________________, (the "TRANSFEROR") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "TRANSFER"),
to ___________________________ (the "TRANSFEREE"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE PRIVATELY PLACED GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Privately Placed Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

         2. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person.

                                       B-1


Upon consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.

         3. / / CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                  (a)     / / such Transfer is being effected pursuant to and in

         accordance with Rule 144 under the Securities Act;

                                       or

                  (b)     / / such Transfer is being effected to the Company or
         a subsidiary thereof;

                                       or

                  (c)     / / such Transfer is being effected pursuant to an
         effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act;

                                       or

                  (d)     / / such Transfer is being effected to an
         Institutional Accredited Investor and pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A,
         Rule 144 or Rule 904, and the Transferor hereby further certifies that
         it has not engaged in any general solicitation within the meaning of
         Regulation D under the Securities Act and the Transfer complies with
         the transfer restrictions applicable to beneficial interests in a
         Restricted Global Note or Restricted Definitive Notes and the
         requirements of the exemption claimed, which certification is supported
         by (1) a certificate executed by the Transferee in the form of Exhibit
         D to the Indenture and (2) if such Transfer is in respect of a
         principal amount of Notes at the time of transfer of less than
         $250,000, an Opinion of Counsel provided by the Transferor or the
         Transferee (a copy of which the Transferor has attached to this
         certification), to the effect that such Transfer is in compliance with
         the Securities Act. Upon consummation of the proposed transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note will be subject to the restrictions on
         transfer enumerated in the Private Placement Legend printed on the IAI
         Global Note and/or the Definitive Notes and in the Indenture and the
         Securities Act.

         4. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

         (a)  / / CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of

                                       B-2


the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

         (b)  / / CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

         (c)  / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                                     ---------------------------
                                                     [Insert Name of Transferor]


                                                     By:
                                                        ------------------------
                                                       Name:
                                                       Title:

         Dated:  _______________________

                                       B-3


                       ANNEX A TO CERTIFICATE OF TRANSFER

         1.       The Transferor owns and proposes to transfer the following:

                                     [CHECK ONE OF (a) OR (b)]

                                          (a)  / / a beneficial interest in the:

                      (i)   Privately Placed Global Note (CUSIP _________), or

                      (ii)  Regulation S Global Note (CUSIP _________), or

                      (iii) IAI Global Note (CUSIP _________); or

                  (b)  / /  a Restricted Definitive Note.

         2.       After the Transfer the Transferee will hold:

                                     [CHECK ONE]

                                          (a)  / / a beneficial interest in the:

                      (i)   Privately Placed Global Note (CUSIP _________), or

                      (ii)  Regulation S Global Note (CUSIP _________), or

                      (iii) IAI Global Note (CUSIP _________); or

                      (iv)  Unrestricted Global Note (CUSIP _________); or

                  (b)  / /  a Restricted Definitive Note; or

                  (c)  / /  an Unrestricted Definitive Note,

                  in accordance with the terms of the Indenture.

                                       B-1


                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

APCOA/Standard Parking, Inc.
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611
Attention:  [Chief Financial Officer]

[REGISTRAR ADDRESS BLOCK]

         Re:  14% Senior Subordinated Second Lien Notes Due 2006

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of January 11, 2002
(the "INDENTURE"), among APCOA/Standard Parking, Inc., as issuer (the
"COMPANY"), the Guarantors named on the signature pages thereto and Wilmington
Trust Company, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

         __________________________, (the "OWNER") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "EXCHANGE"). In
connection with the Exchange, the Owner hereby certifies that:

         1.   EXCHANGE OF  RESTRICTED  DEFINITIVE  NOTES OR  BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

         (a)  / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "SECURITIES ACT"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         (b)  / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

         (c)  / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d)  / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2.   EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

         (a)  / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b)  / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] / / Privately Placed Global Note, / / Regulation S Global Note, / /
IAI Global Note with an equal principal amount, the Owner hereby certifies (i)
the beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                                 -------------------------------
                                                  [Insert Name of Transferor]


                                                 By:
                                                    ----------------------------
                                                   Name:
                                                   Title:

Dated:
      ------------------

                                       C-3


                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

APCOA/Standard Parking, Inc.
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611
Attention:  [Chief Financial Officer.]

[REGISTRAR ADDRESS BLOCK]

         Re:  14% Senior Subordinated Second Lien Notes Due 2006

         Reference is hereby made to the Indenture, dated as of January 11, 2002
(the "INDENTURE"), among APCOA/Standard Parking, Inc., as issuer (the
"COMPANY"), the guarantors named on the signature pages thereto and Wilmington
Trust Company, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a)  / / a beneficial interest in a Global Note, or

         (b)  / / a Definitive Note,

         we confirm that:

         1.   We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the "SECURITIES ACT").

         2.   We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

                                       D 1


         3.   We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

         4.   We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         5.   We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                          --------------------------------------
                                            [Insert Name of Accredited Investor]


                                          By:
                                             -----------------------------------
                                            Name:
                                            Title:

Dated:
       ----------------

                                       D-1


                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of January 11, 2002 (the "INDENTURE") among
APCOA/Standard Parking, Inc., (the "COMPANY"), the Guarantors listed on Schedule
I thereto and Wilmington Trust Company, as trustee (the "TRUSTEE"), (a) the due
and punctual payment of the principal of, premium and Liquidated Damages, if
any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal of and interest on the Notes, if any, if
lawful, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms of the
Indenture and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 12 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; PROVIDED, HOWEVER, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.

                                          A-1 Auto Park, Inc.
                                          APCOA Bradley Parking Company, LLC
                                          APCOA Capital Corporation
                                          APCOA LaSalle Parking Company, LLC
                                          Century Parking, Inc.
                                          Events Parking Co., Inc.
                                          Hawaii Parking Maintenance Inc.
                                          Metropolitan Parking System, Inc.
                                          S&S Parking, Inc.
                                          Sentinel Parking Co. of Ohio, Inc.
                                          Sentry Parking Corporation
                                          Standard Auto Park, Inc.
                                          Standard Parking Corporation
                                          Standard Parking Corporation IL
                                          Tower Parking, Inc.
                                          Virginia Parking Service, Inc.
                                          Executive Parking Industries, L.L.C.


                                          By:
                                             -----------------------------------
                                          Name:
                                          Title:

                                       E-1


                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of
________________, 200__, among __________________ (the "GUARANTEEING
SUBSIDIARY"), a subsidiary of APCOA/Standard Parking, Inc. (or its permitted
successor), a Delaware corporation (the "COMPANY"), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust
Company, as trustee under the indenture referred to below (the "TRUSTEE").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "INDENTURE"), dated as of January 11, 2002 providing
for the issuance of an aggregate principal amount of up to $100 million plus a
additional amount of PIK Notes, if any, of 14% Senior Subordinated Second Lien
Notes due 2006 (the "NOTES"), excluding PIK Notes, if any;

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "NOTE GUARANTEE"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1.   CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.   AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees
as follows:

              (a)  Along with all Guarantors named in the Indenture, to jointly
         and severally Guarantee to each Holder of a Note authenticated and
         delivered by the Trustee and to the Trustee and its successors and
         assigns, the Notes or the obligations of the Company hereunder or
         thereunder, that:

              (i)  the principal of, and premium and Liquidated Damages, if any,
           and interest on the Notes will be promptly paid in full when due,
           whether at maturity, by acceleration, redemption or otherwise, and
           interest on the overdue principal of and interest on the Notes, if
           any, if lawful, and all other obligations of the Company to the
           Holders or the Trustee under the Notes or the Indenture will be
           promptly paid in full or performed, all in accordance with the terms
           hereof and thereof; and

              (ii) in case of any extension of time of payment or renewal of any
           Notes or any of such other obligations, that same will be promptly
           paid in full when due or performed in accordance with the terms of
           the extension or renewal, whether at stated maturity, by acceleration
           or otherwise. Failing payment when due of any amount so

                                       F-1


           guaranteed or any performance so guaranteed for whatever reason, the
           Guarantors shall be jointly and severally obligated to pay the same
           immediately.

              (b)  The obligations hereunder shall be unconditional,
         irrespective of the validity, regularity or enforceability of the Notes
         or the Indenture, the absence of any action to enforce the same, any
         waiver or consent by any Holder of the Notes with respect to any
         provisions hereof or thereof, the recovery of any judgment against the
         Company, any action to enforce the same or any other circumstance which
         might otherwise constitute a legal or equitable discharge or defense of
         a Guarantor.

              (c)  The following is hereby waived: diligence, presentment,
         demand of payment, filing of claims with a court in the event of
         insolvency or bankruptcy of the Company, any right to require a
         proceeding first against the Company, protest, notice and all demands
         whatsoever.

              (d)  This Note Guarantee shall not be discharged except by
         complete performance of the obligations contained in the Notes and the
         Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
         Guarantor under the Indenture.

              (e)  If any Holder or the Trustee is required by any court or
         otherwise to return to the Company, the Guarantors, or any custodian,
         trustee, liquidator or other similar official acting in relation to
         either the Company or the Guarantors, any amount paid by either to the
         Trustee or such Holder, this Note Guarantee, to the extent theretofore
         discharged, shall be reinstated in full force and effect.

              (f)  The Guaranteeing Subsidiary shall not be entitled to any
         right of subrogation in relation to the Holders in respect of any
         obligations guaranteed hereby until payment in full of all obligations
         guaranteed hereby.

              (g)  As between the Guarantors, on the one hand, and the Holders
         and the Trustee, on the other hand, (x) the maturity of the obligations
         guaranteed hereby may be accelerated as provided in Article 6 of the
         Indenture for the purposes of this Note Guarantee, notwithstanding any
         stay, injunction or other prohibition preventing such acceleration in
         respect of the obligations guaranteed hereby, and (y) in the event of
         any declaration of acceleration of such obligations as provided in
         Article 6 of the Indenture, such obligations (whether or not due and
         payable) shall forthwith become due and payable by the Guarantors for
         the purpose of this Note Guarantee.

              (h)  The Guarantors shall have the right to seek contribution from
         any non-paying Guarantor so long as the exercise of such right does not
         impair the rights of the Holders under the Note Guarantee.

              (i)  Pursuant to Section 12.02 of the Indenture, after giving
         effect to any maximum amount and all other contingent and fixed
         liabilities that are relevant under any applicable Bankruptcy or
         fraudulent conveyance laws, and after giving effect to any collections
         from, rights to receive contribution from or payments made by or on
         behalf of any other Guarantor in respect of the obligations of such
         other Guarantor under Article 12 of the Indenture, this new Note
         Guarantee shall be limited to the maximum amount permissible such that
         the obligations of such Guarantor under this Note Guarantee will not
         constitute a fraudulent transfer or conveyance.

                                       F-2


         3.   EXECUTION AND DELIVERY. Each Guaranteeing  Subsidiary agrees that
the Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

         4.   GUARANTEEING SUBSIDIARY mAY CONSOLIDATE, eTC. ON CERTAIN TERMS.

              (a)  The Guaranteeing Subsidiary may not sell or otherwise dispose
         of all substantially all of its assets to, or consolidate with or merge
         with or into (whether or not such Guarantor is the surviving Person)
         another Person, other than the Company or another Guarantor unless:

              (i)  immediately after giving effect to such transaction, no
           Default or Event of Default exists; and

              (ii) either (A) subject to Sections 12.04 and 12.05 of the
           Indenture, the Person acquiring the property in any such sale or
           disposition or the Person formed by or surviving any such
           consolidation or merger unconditionally assumes all the obligations
           of that Guarantor, pursuant to a supplemental indenture in form and
           substance reasonably satisfactory to the Trustee, under the Notes,
           the Indenture and the Note Guarantee on the terms set forth herein or
           therein; or (B) the Net Proceeds of such sale or other disposition
           are applied in accordance with the applicable provisions of the
           Indenture, including without limitation, Section 4.10 thereof.

              (b)  In case of any such consolidation, merger, sale or conveyance
         and upon the assumption by the successor Person, by supplemental
         indenture, executed and delivered to the Trustee and satisfactory in
         form to the Trustee, of the Note Guarantee endorsed upon the Notes and
         the due and punctual performance of all of the covenants and conditions
         of the Indenture to be performed by the Guarantor, such successor
         Person shall succeed to and be substituted for the Guarantor with the
         same effect as if it had been named herein as a Guarantor. Such
         successor Person thereupon may cause to be signed any or all of the
         Note Guarantees to be endorsed upon all of the Notes issuable under the
         Indenture which theretofore shall not have been signed by the Company
         and delivered to the Trustee. All the Note Guarantees so issued shall
         in all respects have the same legal rank and benefit under the
         Indenture as the Note Guarantees theretofore and thereafter issued in
         accordance with the terms of the Indenture as though all of such Note
         Guarantees had been issued at the date of the execution hereof.

              (c)  Except as set forth in Articles 4 and 5 and Section 12.05 of
         Article 12 of the Indenture, and notwithstanding clauses (a) and (b)
         above, nothing contained in the Indenture or in any of the Notes shall
         prevent any consolidation or merger of a Guarantor with or into the
         Company or another Guarantor, or shall prevent any sale or conveyance
         of the property of a Guarantor as an entirety or substantially as an
         entirety to the Company or another Guarantor.

         5.   RELEASES.

              (a)  In the event of any sale or other disposition of all or
         substantially all of the assets of any Guarantor, by way of merger,
         consolidation or otherwise, or a sale or other disposition of all of
         the capital stock of any Guarantor, in each case to a Person that is
         not (either before or after giving effect to such transaction) a
         Subsidiary of the Company, then such Guarantor (in the event of a sale
         or other disposition, by way of merger, consolidation or otherwise, of
         all of the capital stock of such Guarantor) or the corporation
         acquiring the property (in the event of a sale or other disposition of
         all or substantially all of the assets of such

                                       F-3


         Guarantor) will be released and relieved of any obligations under its
         Note Guarantee; PROVIDED that the Net Proceeds of such sale or other
         disposition are applied in accordance with the applicable provisions of
         the Indenture, including without limitation Section 4.10 of the
         Indenture. Upon delivery by the Company to the Trustee of an Officers'
         Certificate and an Opinion of Counsel to the effect that such sale or
         other disposition was made by the Company in accordance with the
         provisions of the Indenture, including without limitation Section 4.10
         of the Indenture, the Trustee shall execute any documents reasonably
         requested by the Company in order to evidence the release of any
         Guarantor from its obligations under its Note Guarantee.

              (b)  In the event that the Company designates any Restricted
         Subsidiary that is a Guarantor as an Unrestricted Subsidiary, then such
         Guarantor will be released and relieved from any obligations under its
         Note Guarantee; PROVIDED that such designation is in accordance with
         the applicable provisions of this Indenture, including without
         limitation Section 4.07 and Section 4.10 hereof. Upon delivery by the
         Company to the Trustee of an Officers' Certificate and an Opinion of
         Counsel to the effect that such designation was made by the Company in
         accordance with the terms of this Indenture, including without
         limitation Section 4.07 and Section 4.10 hereof, the Trustee will
         execute any documents reasonably requested by the Company in order to
         evidence the release of any Guarantor from its obligations under its
         Notes Guarantee.

              (c)  Any Guarantor not released from its obligations under its
         Note Guarantee shall remain liable for the full amount of
         principal of and interest on the Notes and for the other obligations of
         any Guarantor under the Indenture as provided in Article 12 of the
         Indenture.

         6.   NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

         7.   NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         8.   COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         9.   EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

         10.  THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                       F-4


         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

         Dated:  _______________, 20___

                                   SIGNATURES

Dated as of December 26, 2001

                                  APCOA/STANDARD PARKING, INC.
                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Executive Vice President, Chief
                                               Financial Officer, Treasurer

                                  A-1 AUTO PARK, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  APCOA CAPITAL CORPORATION

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  CENTURY PARKING, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  EVENTS PARKING CO., INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer



                                  HAWAII PARKING MAINTENANCE, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  METROPOLITAN PARKING SYSTEM, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                  S & S PARKING, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  SENTINEL PARKING CO. OF OHIO, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  SENTRY PARKING CORPORATION

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                       F-6


                                  STANDARD AUTO PARK, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer


                                  STANDARD PARKING CORPORATION

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                       F-7


                                  STANDARD PARKING CORPORATION IL

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

                                  TOWER PARKING, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                  VIRGINIA PARKING SERVICE, INC.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Vice President, Treasurer

                                       F-7


                                  APCOA BRADLEY PARKING COMPANY, LLC
                                  By: APCOA/STANDARD PARKING, INC., ITS SOLE
                                        MEMBER

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Executive Vice President,
                                            Chief Financial Officer, Treasurer


                                  APCOA LASALLE PARKING COMPANY, LLC
                                  By: APCOA/STANDARD PARKING INC., ITS MANAGER

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Executive Vice President,
                                            Chief Financial Officer, Treasurer

                                  EXECUTIVE PARKING INDUSTRIES, L.L.C.

                                  By:
                                     -------------------------------------------
                                     Name:  G. Marc Baumann
                                     Title: Treasurer

Attest:


- -------------------------------------------
Name:
Title:

                                       F-8


                                  Wilmington Trust Company,
                                  as Trustee

                                  By:
                                     -------------------------------------------
                                     Authorized Signatory

                                       F-9


                                                                       EXHIBIT F


                           FORM OF SECURITY DOCUMENTS

                                       F-1


                                                                       EXHIBIT G


                         FORM OF INTERCREDITOR AGREEMENT

                                       F-1

EX-10.24

                                                                Exhibit 10.24

                              EMPLOYMENT AGREEMENT

        AGREEMENT by and between APCOA, Inc., a Delaware corporation (the
"Company"), and Robert N. Sacks (the "Executive"), dated as of the 18th day of
May, 1998.

        WHEREAS, pursuant to that certain Combination Agreement (the
"Transaction Agreement") dated as of January 15, 1998, by and among Myron C.
Warshauer, Stanley Warshauer, Steven A. Warshauer, Dosher Partners, L.P., SP
Parking Associates and the Company, the operations of the Company and Standard
Parking, L.P. were combined (the" Transaction"); and

        WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its shareholders
to ensure that the Company will continue to receive the benefit of the
Executive's services after the Transaction, on the terms and conditions set
forth below in this Agreement, and the Executive desires to serve the Company in
accordance with such terms and conditions;

        NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

        1.      EMPLOYMENT PERIOD. The Company shall employ the Executive, and
the Executive shall serve the Company, on the terms and conditions set forth in
this Agreement, for the period beginning on March 30, 1998 (the "Effective
Date") and ending on the third anniversary thereof(the "Employment Period");
PROVIDED, HOWEVER, that commencing on the third anniversary of the Effective
Date and thereafter on each annual anniversary of such date (each annual
anniversary thereof shall hereinafter be referred to as the "Renewal Date"),
unless previously terminated, the Employment Period shall be automatically
extended so as to terminate two years from the Renewal Date, unless 180 days
prior to the Renewal Date the Company or the Executive shall terminate this
Agreement by giving notice to the other party that the Employment Period shall
not be so extended (a "Notice of Nonrenewal").

        2.      POSITION AND DUTIES. During the Employment Period, the Executive
shall serve as Executive Vice President/General Counsel and Secretary of the
Company, with the duties, authority and responsibilities as are commensurate
with such position and as are customarily associated with such position and
shall perform such other duties as may be assigned to the Executive from time to
time. During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive shall devote full
attention and time during normal business hours to the business and affairs of
the Company and, to the extent necessary to discharge the responsibilities
assigned to the Executive under this Agreement, use the Executive's reasonable
best efforts to carry out such responsibilities faithfully and efficiently. The
Executive shall not, during the term of this Agreement, engage in any other
business activities that will interfere with the Executive's employment pursuant
to this Agreement. During the Employment Period, the Executive's services shall
be performed primarily in Chicago, Illinois.

        3.      COMPENSATION. (a) BASE SALARY. During the Employment


Period, the Executive shall receive an annual base salary of $170,000 (the
"Annual Base Salary"), payable in accordance with the Company's normal payroll
practices for executives as in effect from time to time. Such Annual Base Salary
shall be subject to review annually in accordance with the Company's review
policies and practices for executives as in effect at the time of any such
review.

        (b)     BONUS. For each calendar year ending during the Employment
Period, the Executive shall be eligible to receive an annual bonus (the "Annual
Bonus"), based upon the terms and conditions of an annual bonus program to be
established by the Company. Any such annual bonus program shall provide that the
Executive's target bonus ("Target Annual Bonus") will be 35% of the Annual Base
Salary, with the actual amount of the Annual Bonus determined in accordance with
the terms of the annual bonus program. Notwithstanding the foregoing sentence,
for the 1998 fiscal year, the Executive's Annual Bonus shall not be less than
35% of the Annual Base Salary.

        (c)     EQUITY PLAN. During the 1998 calendar year, the Company
shall adopt an equity incentive plan or program (the "Equity Plan") in which
certain of the Company's key executives will be eligible to participate. During
the Employment Period, the Executive shall be entitled to participate in the
Equity Plan from and after the effective date thereof, in accordance with the
terms and conditions of such plan and on the same basis as peer executives.

        (d)     HOUSING DIFFERENTIAL LOAN. Following the Effective Date and
contingent upon the Executive's execution of a promissory note (substantially in
the form attached hereto as Exhibit A), the Executive shall receive a $250,000
loan from the Company with a term of three years (the "Loan"), which shall bear
interest at the Applicable Federal Rate compounded annually. The principal shall
be disbursed to the Executive upon his submission of a written purchase offer
for a residence in the vicinity of Chicago, Illinois. The principal amount of
the Loan and the interest thereon shall be payable in cash on an annual basis in
three equal installments, on each of the first, second and third anniversaries
of the Effective Date of the Agreement (each such anniversary referred to herein
as an "Annual Payment Date"); PROVIDED, HOWEVER, that if the Executive remains
in the continual employment of the Company as of each Annual Payment Date,
one-third of the principal balance of the initial Loan and the accrued interest
thereon (as of such Annual Payment Date) shall be forgiven by the Company, and
such forgiven amount shall be treated as additional compensation to the
Executive in the year of such forgiveness. Prior to the end of any calendar year
in which the Company forgives a portion of the Loan, the Company shall make the
Executive whole for the federal, state and local income tax consequences of such
forgiveness.

            In the event the Executive's employment hereunder is terminated
for Cause (as hereinafter defined) or the Executive terminates his employment
without Good Reason (as hereinafter defined), the Executive shall be obligated
to repay the remaining principal balance of the Loan and any accrued and unpaid
interest thereon within thirty (30) days of the Date of Termination; PROVIDED,
HOWEVER, that if the Date of Termination does not coincide with an Annual
Payment Date, the repayment of the principal balance of the Loan and the accrued
interest thereon for the year of termination shall be pro-rated in respect of
the portion of such



short-year that commences on the date of the Date of Termination and ends on the
next following Annual Payment Date, and the portion of the pro-rated principal
balance of the Loan and the interest thereon with respect to the period
commencing on the Annual Payment Date prior to the Date of Termination and
ending on the Date of Termination shall be forgiven, and the Company shall,
prior to the end of the calendar year in which that Date of Termination occurs,
make the Executive whole for any federal, state and local income tax
consequences to the Executive with respect to such forgiven amount. In the event
the Executive's employment hereunder is terminated by the Company for any reason
other than for Cause, including a termination on account of death or Disability,
or in the event the Executive terminates his employment for Good Reason, the
remaining principal balance of the Loan and any accrued and unpaid interest
thereon shall be forgiven, and prior to the end of the calendar year in which
such forgiveness occurs, the Company shall make the Executive whole for any
federal, state and local income tax consequences to the Executive with respect
to such forgiven amount.

        (e)     OTHER BENEFITS. In addition to the foregoing, during the
Employment Period: (i) the Executive shall be entitled to participate in
savings, retirement, and fringe benefit plans, practices, policies and programs
of the Company as in effect from time to time, on the same terms and conditions
as those applicable to peer executives; (ii) the Executive shall be entitled to
four weeks of annual vacation, to be taken in accordance with the Company's
vacation policy as in effect from time to time; (iii) the Executive shall be
entitled to participate in an automobile program in accordance with the terms
and conditions of the Company's automobile program as may be in effect from time
to time; and (iv) the Executive and the Executive's family shall be eligible for
participation in, and shall receive all benefits under medical, disability and
other welfare benefit plans, practices, policies and programs provided by the
Company, as in effect from time to time, on the same terms and conditions as
those applicable to peer executives, provided, that the Executive's benefits
under this Agreement shall be substantially similar in the aggregate to the
benefits available to him and his family under the Executive Employment
Agreement between the Company and the Executive, dated October 10, 1994.

        (f)     The Company shall provide the Supplemental Pension Plan, as
described in Exhibit B of this Agreement.

        (g)     EXPENSES. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in carrying out the Executive's duties under this Agreement,
provided that the Executive complies with the policies, practices and procedures
of the Company for submission of expense reports, receipts, or similar
documentation of such expenses.

        (h)     INDEMNITY. The Executive shall be indemnified by the Company
against claims arising in connection with the Executive's status as an employee,
officer, director or agent of the Company in accordance with the Company's
indemnity policies and subject to applicable law (as described in Exhibit C).

        4.      TERMINATION OF EMPLOYMENT. (a) DEATH OR DISABILITY. In the event
of the



Executive's death during the Employment Period, the Executive's
employment with the Company shall terminate automatically. The Company, in its
discretion, shall have the right to terminate the Executive's employment because
of the Executive's Disability during the Employment Period. For purposes of this
Agreement, "Disability" shall mean the absence of the Executive from the
Executive's duties with the Company on a frill-time basis for 180 consecutive
business days, or for periods aggregating 180 business days in any period of
twelve months, as a result of incapacity due to mental or physical illness or
injury which is determined to be total and permanent by a physician selected by
the Company or its insurers and acceptable to the Executive or the Executive's
legal representative. A termination of the Executive's employment by the Company
for Disability shall be communicated to the Executive by written notice, and
shall be effective on the 30th day after receipt of such notice by the Executive
(the "Disability Effective Date"), unless the Executive returns to full-time
performance of the Executive's duties before the Disability Effective Date.

        (b)     BY THE COMPANY. In addition to termination for Disability, the
Company may terminate the Executive's employment during the Employment Period
for Cause or without Cause. For purposes of this Agreement, "Cause" means:

      (i) the continued and willful or deliberate failure of the
      Executive substantially to perform the Executive's duties under this
      Agreement (other than as a result of physical or mental illness or
      injury); or

      (ii) illegal conduct or gross misconduct by the Executive, in either case
      that is willful and results in material damage to the business or
      reputation of the Company or its affiliated companies; or

      (iii) the breach of a fiduciary duty owed to the Company or its
      affiliated companies, including, without limitation, a failure to comply
      with Section 6 hereof.

Upon the occurrence of events constituting Cause as defined in subsection (i) of
this paragraph (b), the Company shall give the Executive advance notice of any
such termination for Cause and shall provide the Executive with a reasonable
opportunity to cure.

        (c)     BY THE EXECUTIVE. The Executive may voluntarily terminate his
employment by giving written notice thereof to the Company. The Executive may
terminate his employment during the Employment Period for Good Reason. For
purposes of this Agreement, "Good Reason" means:

      (i) a reduction in the Executive's Annual Base Salary; or

      (ii) any change in the Executive's duties and responsibilities that
      requires him .to relocate his residence outside of the Chicago, Illinois
      vicinity.

A termination of employment by the Executive for Good Reason shall be
effectuated by giving



the Company written notice ("Notice of Termination for Good Reason") of the
termination, setting forth in reasonable detail the specific conduct of the
Company that constitutes Good Reason and the specific provision(s) of this
Agreement on which the Executive relies. A termination of employment by the
Executive for Good Reason shall be effective on the date when the Notice of
Termination for Good Reason is given, unless the notice sets forth a later date
(which date shall in no event be later than thirty (30)days after the notice is
given).

        (d)     DATE OF TERMINATION. The "Date of Termination" means the date of
the Executive's death, the Disability Effective Date, the date on which the
termination of the Executive's employment by the Company (for Cause or other
than for Cause or Disability), as set forth in the notice from the Company, is
effective, or the date on which the Executive gives the Company notice of a
termination of employment for Good Reason (unless otherwise stated in the Notice
of Termination for Good Reason) or without Good Reason, as the case may be.

        5.  OBLIGATIONS OF THE COMPANY UPON TERMINATION. (a) BY THE COMPANY
OTHER THAN FOR CAUSE OR DISABILITY; BY THE EXECUTIVE FOR GOOD REASON. If, during
the Employment Period, the Company terminates the Executive's employment, other
than for Cause or Disability, but excluding any termination of employment at the
end of the Employment Period (whether or not as a result of a Notice of
Nonrenewal by the Company), or the Executive terminates employment for Good
Reason, the Company shall, for the remainder of the Employment Period as in
effect immediately before the Date of Termination, continue to pay the Executive
the Annual Base Salary and the Annual Bonus through the end of the then-current
Employment Period, as and when such amounts would be paid in accordance with
Sections 3(a) and (b) above, provided that the amount of any Annual Bonus(es) so
paid shall equal the Target Annual Bonus. The Company shall also continue to
provide for the same period welfare benefits to the Executive and the
Executive's family, at least as favorable as those that would have been provided
to them under clause (e)(iv) of Section 3 of this Agreement if the Executive's
employment had continued until the end of the Employment Period, provided, that
during any period when the Executive is eligible to receive such benefits under
another employer-provided plan, the benefits provided by the Company under this
Section 5(a) may be made secondary to those provided under such other plan. The
payments provided pursuant to this Section 5(a) are intended as liquidated
damages for a termination of the Executive's employment by the Company other
than for Cause or Disability, or by the Executive for Good Reason, and shall be
the sole and exclusive remedy therefore.

        (b)     DEATH. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, the Company shall make,
within thirty (30) days after the Date of Termination, a lump-sum cash payment
to the Executive's estate equal to the sum of (i) the Executive's Annual Base
Salary through the end of the calendar month in which death occurs, (ii) any
earned and unpaid Annual Bonus for any calendar year ended prior to the Date of
Termination, (iii) any accrued but unpaid vacation pay and (iv) any other vested
benefits to which the Executive is entitled, in each case to the extent not yet
paid.

        (c)     DISABILITY. In the event the Executive's employment is
terminated by reason of the Executive's Disability during the Employment Period
in accordance with Section



4(a) hereof, the Company shall pay to the Executive or the Executive's legal
representative, as applicable, (i) the Executive's Annual Base Salary for the
duration of the Employment Period in effect immediately before the Date of
Termination, provided that any such payments made to the Executive shall be
reduced by the sum of the amounts, if any, payable to the Executive under any
disability benefit plans of the Company or under the Social Security disability
insurance program, (ii) any earned and unpaid Annual Bonus for any calendar year
ended prior to the Date of Termination and (iii) any other vested benefits to
which the Executive is entitled, in each case to the extent not yet paid.

        (d)     CAUSE; VOLUNTARY TERMINATION. If the Executive's employment is
terminated by the Company for Cause or the Executive voluntarily terminates his
employment during the Employment Period, the Company shall pay the Executive (i)
the Annual Base Salary through the Date of Termination and (ii) any other vested
benefits to which the Executive is entitled, in each case to the extent not yet
paid, and the Company shall have no further obligations to the Executive under
this Agreement.

        6.      CONFIDENTIAL INFORMATION; NONCOMPETITION. (a) The Executive
shall hold in a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company or any of
its affiliated companies and their respective businesses that the Executive
obtains or obtained during the Executive's employment by the Company or any of
its affiliated companies and their respective businesses and that is not public
knowledge (other than as a result of the Executive's violation of this paragraph
(a) of Section 6) ("Confidential Information"). The Executive shall not
communicate, divulge or disseminate Confidential Information at any time during
or after the Executive's employment with the Company, except with the prior
written consent of the Company or as otherwise required by law or legal process.
As used in this Agreement, the term "affiliated companies" shall include any
company controlled by, controlling or under common control with the Company.

                (b) During the Noncompetition Period (as defined below), the
Executive shall not, without the prior written consent of the Chief Executive
Officer of the Company, engage in or become associated with a Competitive
Activity. For purposes of this paragraph (b) of Section 6, the following terms
shall have the following meanings: (i) the "Noncompetition Period" means the
period during which the Executive is employed by the Company and the one-year
period following the termination of the Executive's employment by the Company
for any reason; (ii) a "Competitive Activity" means any business or other
endeavor that engages in the operation and management of open air parking lots
and indoor garages and ramps for the purpose of parking motor vehicles on a
leasehold, license, concession or management fee basis in any county of any
state in the United States in which the Company or any of its affiliated
companies is then conducting, or is in the process of developing prospects to
conduct, business; (iii) the Executive shall be considered to have become
"associated with a Competitive Activity" if he becomes directly or indirectly
involved as an owner, employee, officer, director, independent contractor,
agent, partner, advisor, or in any other capacity calling for the rendition of
the Executive's personal services, with any individual, partnership, corporation
or other organization that is engaged in a Competitive Activity. Notwithstanding
the foregoing, the Executive may make and retain investments during the
Noncompetition Period in not more than five percent of



the equity of any entity engaged in a Competitive Activity, if such equity is
listed on a national securities exchange or regularly Waded in an
over-the-counter market.

        (c) In the event of a breach or threatened breach of this Section 6, the
Executive agrees that the Company shall be entitled to injunctive relief in a
court of appropriate jurisdiction to remedy any such breach or threatened
breach, and the Executive acknowledges that damages would be inadequate and
insufficient.

        (d) Any termination of the Executive's employment or of this Agreement
shall have no effect on the continuing operation of this Section 6.

        7.      SUCCESSORS. (a) This Agreement is personal to the Executive and,
without the prior written consent of the Company, shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.

        (b)     This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

        (c)     The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would have been required to perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean both
the Company as defined above and any such successor that assumes and agrees to
perform this Agreement, by operation of law or otherwise.

        8.MISCELLANEOUS. (a) This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware without
reference to principles of conflict of laws. The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified except by a written agreement executed
by the parties hereto or their respective successors and legal representatives.

        (b)     All notices and other communications under this Agreement shall
be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

        IF TO THE EXECUTIVE:      Robert N. Sacks



        IF TO THE COMPANY:        APCOA, Inc.
                                  200 East Randolph Drive
                                  Suite 4800
                                  Chicago, Illinois 60601

                                  Attention:  G. Walter Stuelpe, Jr.

or to such other address as either party furnishes to the other in writing in
accordance with this paragraph (b) of Section 8. Notices and communications
shall be effective when actually received by the addressee.

        (c)     The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. If any provision of this Agreement shall be held invalid or
unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with law.

        (d)     Notwithstanding any other provision of this Agreement, the
Company may withhold from amounts payable under this Agreement all federal,
state, local and foreign taxes that are required to be withheld by applicable
laws or regulations.

        (e)     The Executive's or the Company's failure to insist upon strict
compliance with any provision of, or to assert any right under, this Agreement
shall not be deemed to be a waiver of such provision or right or of any other
provision of or right under this Agreement.

        (f)     The Executive and the Company acknowledge that this Agreement
supersedes any other agreement, whether written or oral, between them concerning
the subject matter hereof, including, but not limited to, the summary of
Employment Terms and the Executive Employment Agreement dated as of October 10,
1994.

        (g)     This Agreement may be executed in several counterparts, each of
which shall be deemed an original, and said counterparts shall constitute but
one and the same instrument.



        IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization of its Board of Directors, the Company has
caused this Agreement to be executed in its name on its behalf, all as of the
day and year first above written.

                                            ------------------------------------
                                            ROBERT N. SACKS

                                            APCOA, INC.

                                            ------------------------------------
                                            Name: G. Walter Stuelpe, Jr.
                                            Title: President



                                                                       EXHIBIT B

                            SUPPLEMENTAL PENSION PLAN

            IN CONSIDERATION of the mutual promises contained herein it is
agreed by Robert Sacks (the "Executive") and the APCOA, Inc. (the "Company") as
follows:

            All defined terms used herein, and not otherwise defined herein,
shall have the meaning specified in the Employment Agreement between dated as of
May 18, 1998 (the "Employment Agreement").

    1.      The Executive may retire from active employment at any time after
he reaches age 65.

    2.      Upon retirement, the Company shall provide the Executive with a
retirement benefit of 240 equal consecutive monthly payments of $4,166.67. The
first monthly payment shall be made on the first day of the month coinciding
with or next following the date of the Executive's retirement.

    3.      In the event the Executive dies after commencement of payments
under paragraph 2 hereof, but before he received the number of monthly
installments set forth therein, the Company shall pay the remainder of said
monthly installments to the executive's designated beneficiary hereunder. For
purposes of this provision, the Executive's designated beneficiary hereunder is
Robert N. Sacks, Trustee under Declaration of Trust dated February 19, 1998.
Executive shall have the right to change such beneficiary at any time hereafter,
either prior to or after retirement, by notifying the Company in writing of such
change.

    4.      The Executive shall die prior to age 65 while in the active
employment of the Company, the Company shall pay the Executive's designated
beneficiary an aggregate of $416,980 in 60 equal monthly installments of
$6,949.66. The first installment shall be paid on the first day of the month
following the month in which the Executive dies.

    5.      This Plan is part of the Employment Agreement. Nothing herein
shall prevent the Company from terminating the employment for Cause in
accordance with the terms thereof, and in which event this Plan shall be
terminated and void in all respects and neither party shall have any further
responsibility for satisfying any obligations that may have otherwise arisen
hereunder. However, should the Executive's employment terminate prior to
retirement for any reason, other than for Cause, resignation, Disability or
death, the Insurance Policy shall be transferred by the Company to the Executive
within thirty days after such termination, and the full value of the Insurance
Policy and its full cash surrender value shall become the sole property of the
Executive to do with as he sees fit.

            In the event of the Executive's resignation which is not associated
with termination



for "cause" or for disability, the Company shall cancel the Insurance Policy and
provide the Executive with the cash surrender value according to the following
schedule:

            After five (5) full years' service = 25%
            After ten (10) full years' service = 50%
            After fifteen (15) full years' service = 75%
            After twenty (20) full years' service =100%

        In the event of the Executive's Disability, the Company will continue
to pay the premiums on the full value of the Insurance Policy for twelve months
following the Executives' termination because of such disability in accordance
with Section 4(a) of the Employment Agreement and after twelve months to
transfer the full value of the Insurance Policy to the Executive within thirty
days. The full value of the Insurance Policy and its full cash current value
shall become the sole property of the Executive to do with as he sees fit, and
the Company shall have no further responsibility to fulfill any terms of the
Plan or to continue to pay premiums on the Insurance Policy after the transfer
of the Insurance Policy has been completed.

    6.      For so long as Executive is receiving payments hereunder,
Executive agrees that Sections 5, 6, and 7 of the Employment Agreement shall
remain in full force and effect.

    7.      Nothing in this Plan shall prevent Executive from receiving, in
addition to any amounts he may be entitled to under the Plan, any amounts which
may be distributable to him at any time under any pension plan, profit sharing
or other incentive compensation or similar plan of the Company now in effect or
which may hereafter be adopted.

    8.      This Plan shall be binding upon the Executive, his heirs,
executors, administrators and assigns, and on the Company, its successors and
assigns. The rights of Executive hereunder shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge.

    9.      This Plan may be altered, changed, amended or terminated only by
writing signed by the party to be bound thereby.

    10.     This document has been executed in the State of Ohio and shall
be interpreted in accordance with the laws of that State without regard to
conflict of law provisions.

    11.     This document contains the entire agreement between the parties
with respect to the subject matter hereof, supersedes any all prior discussions
or agreements the parties may have had with respect thereto (including any prior
Supplemental Pension Plan).



              IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and the Company has caused this Agreement to be executed in its name on its
behalf, all as of the day and year first above written.

                                            ------------------------------------
                                                  ROBERT N. SACKS

                                            APCOA, INC.

                                            ------------------------------------
                                            Name: G. Walter Stuelpe, Jr.
                                            Title: President



                                                                       EXHIBIT C

                   AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the "Amendment") is entered
into as of the 10th day of May, 1996, by and between APCOA, Inc., a Delaware
Corporation (the Company") and Robert N. Sacks (the "Executive").

                                    RECITALS

                  A.    The Company and the Executive are parties to a
                        certain Executive Employment Agreement, dated October
                        10, 1994 (the "Executive Employment Agreement"),
                        pursuant to which the executive serves as General
                        Counsel for the Company.

                  B.    It is the intent of both parties that the Executive
                        be indemnified and held harmless by the Company to
                        the fullest extent permitted by law, and that the
                        costs and expenses associated with the defense of any
                        claim or action be advanced to Executive as incurred.

                  C.    The Company and the Executive desire to amend the
                        Executive Employment Agreement to evidence clearly
                        the Executive's right to indemnification for INTER
                        alia, all past, present and future legal services
                        provided for, and on behalf of, the Company pursuant
                        to the Employment Agreement.

                                       PROVISIONS

                        NOW, THEREFORE, in consideration of the foregoing, the
parties amend the Executive Employment Agreement to read as follows:

                       (i) 15. INDEMNIFICATION. The Company shall indemnify and
hold the Executive harmless to the fullest extent permitted by law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment), against any and all expenses, costs, liabilities, losses,
judgments, fines, attorneys' fees, penalties, ERISA taxes, excise taxes and
amounts paid, or to be paid, in settlement, reasonably incurred or suffered by
the Executive in connection with and arising out of any threatened, pending or
contemplated action, suit or proceeding, whether civil or criminal,
administrative or investigative, to which the Executive is a party or is
threatened to be made a party by reason of his service at any time as an
employee, agent, officer or director of the Company, including but not limited
to, in respect of all legal services the



Executive provided for and on behalf of the Company. The Company shall, upon
written request by the Executive advance to the Executive all such expenses and
costs incurred, accrued or reasonably expected to be incurred in connection with
the defense of the Executive in any such proceeding, as such expenses are
incurred by the Executive, PROVIDED, HOWEVER, that the Executive shall (i)
reasonably cooperate with the Company concerning the action, suit or proceeding
and (ii) repay such repay such amounts if it is provided by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
the Company or undertaken with reckless disregard for the best interests of the
Company.

                                            APCOA, Inc. (the "Company")

                                            By:
                                               ---------------------------------
                                            Its:
                                               ---------------------------------

                                            ------------------------------------
                                            Robert N. Sacks
                                            (the "Executive")

EX-10.25

                                                                   Exhibit 10.25

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "First Amendment") is made as
of this 7th day of November 2001, by and between APCOA/Standard Parking, Inc.
(formerly known as "APCOA, Inc."), a Delaware corporation (the "Company") and
Robert N. Sacks (the "Executive").

                                    RECITALS

A.   The Executive and the Company have previously executed a certain Employment
Agreement dated as of May 18, 1998 (the "Employment Agreement").

B.   The Company and Executive have agreed to certain additional terms relating
to Executive's employment as more fully set forth.

NOW, THEREFORE, in consideration of the Recitals, the mutual promises and
undertakings herein set forth, and the sum of Ten Dollars in hand paid, the
receipt and sufficiency of which consideration are hereby acknowledged, the
parties hereby agree that the Employment Agreement shall be deemed modified and
amended, effective immediately, as follows:

1.   Section 3 (a) is hereby amended by deleting the amount "$170,000" and
inserting in lieu thereof the amount "$240,000". The new Annual Base Salary
shall commence on November 12, 2001.

2.   Section 3 (b) is hereby amended by deleting the entire paragraph and
substituting the following paragraph in lieu thereof:

     "(b) BONUS. For each calendar year ending during the Employment Period, the
Executive shall be eligible to receive an annual bonus (the Annual Bonus"),
based upon the terms and conditions of an annual bonus program to be established
by the Company. Any such annual bonus program shall provide the Executive's
target bonus ("Target Bonus") will be 30% of the Annual Base Salary, with the
actual amount of the Annual Bonus determined in accordance with the terms of the
annual bonus program. Notwithstanding the foregoing sentence, for the 2001
fiscal year, the Executive's Annual Bonus shall not be less than $72,000.

3.   Except as previously modified above, all of the remaining terms and
provisions of the Employment Agreement are hereby ratified and confirmed in all
respects, and shall remain in full force and effect in accordance with their
terms.



IN WITNESS WHEREOF, the Company and the Executive have executed this First
Amendment to Employment Agreement as of the day and year first above written.

COMPANY:

- ------------------------------
James Wilhelm
President, Chief Executive Officer

EXECUTIVE:

- ------------------------------
Robert N. Sacks

EX-10.26

                                                                   Exhibit 10.26

                         EXECUTIVE EMPLOYMENT AGREEMENT

        AGREEMENT by and between APCOA/Standard Parking, Inc., a Delaware
corporation (the "Company"), and G. Marc Baumann (the "Executive"), dated as of
the 9th day of October, 2000.

                                    RECITALS

        A.  The Company is in the business of operating private and public
parking facilities for itself, its subsidiaries, affiliates and others, and as a
consultant and/or manager for parking facilities operated by others throughout
the United States and Canada (the Company and its subsidiaries and affiliates
and other Company-controlled businesses engaged in parking garage management (in
each case including their predecessor's or successor's) are referred to
hereinafter as the "Parking Companies").

        B.  The Company has determined that it is in the best interest of the
Company to employ the Executive on the terms and conditions set forth below in
this Agreement, and the Executive desires to serve the Company in accordance
with such terms and conditions.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

        1.      EMPLOYMENT PERIOD. The Company shall employ the Executive, and
the Executive shall serve the Company, on the terms and conditions set forth in
this Agreement, for a period beginning on October 9, 2000 and ending September
30, 2001 (the "Employment Period"); provided, however, the Employment Period
shall automatically extend for additional terms of one (1) year each
(individually referred to as a "Renewal Period" and in the plural as the
"Renewal Periods") unless the Company or the Executive shall have given notice
in writing of their intention not to renew the Agreement not less than ninety
(90) days prior to the expiration of the Employment Period or any applicable
Renewal Period. The Employment Period, as extended by one or more Renewal
Period, shall hereinafter be deemed to be the Employment Period. Notwithstanding
the termination of this Agreement, the covenants contained in Section 6 shall
remain in full force and effect.

        2.      POSITION AND DUTIES. During the Employment Period, the Executive
shall serve as Executive Vice President and Chief Financial Officer of the
Company, with the duties, authority and responsibilities as are commensurate
with such position and as are customarily associated with such position. The
Executive shall report directly to the Chief Executive Officer of the Company.
During the Employment Period, and excluding any periods of vacation and sick
leave to which the Executive is entitled, the Executive shall devote full
attention and time during normal business hours to the business and affairs of
the Company and, to the extent necessary to discharge the responsibilities
assigned to the Executive under this Agreement, use the Executive's reasonable
best efforts to carry out such responsibilities faithfully and efficiently. The
Executive shall not, during the terms of this Agreement, engage in any other
business activities that will interfere with the Executive's employment pursuant
to this Agreement.

  3.                COMPENSATION. (a) BASE SALARY.  During the Employment
Period, the Executive shall receive an annual base salary of $225,000 (the
"Annual Base Salary"),



payable in accordance with the Company's normal payroll practice for executives
as in effect from time to time. The Annual Base Salary shall be subject to
review annually in accordance with the Company's review policies and practices
for executives as in effect at the time of any such review.

            (b) BONUS. For each calendar year ending during the Employment
    Period, the Executive shall be eligible to receive an annual bonus (the
    "Annual Bonus"), based upon terms and conditions of an annual bonus program
    established by the Company. The annual bonus program presently pays the
    Annual Bonus in the month of April following the calendar year in which the
    Annual Bonus is earned. Any such annual bonus program shall provide that the
    Executive's target bonus ("Target Annual Bonus") will be based on a
    percentage of the Annual Base Salary, with the actual amount of the Annual
    Bonus determined in accordance with the terms of the annual bonus program.
    Notwithstanding the foregoing sentence, for the Employment Period commencing
    October 9, 2000 and ending September 30, 2001, the Executive's Annual Bonus
    shall not be less than 35% of the Annual Base Salary. In addition, for the
    partial calendar year beginning on October 9, 2000 and ending December 31,
    2000, the Executive shall receive a pro-rata Annual Bonus at no less than
    35% of Annual Base Salary and the Annual Bonus for the calendar year 2001
    will be no less than 35% of Annual Base Salary.

            (c) STOCK PLAN. The Executive shall participate in any stock awards
    or stock options to the same extent and on the same terms as are available
    to peer executives. For purposes of this Agreement, the term "peer
    executives" shall refer to executive vice presidents of the Company, which
    term shall not include executive vice presidents of any subsidiary companies
    or affiliates.

            (d) RELOCATION LOAN. Contingent upon the Executive's execution of a
    Promissory note (substantially in the form attached hereto as Exhibit A),
    the Executive shall receive a $10,000 loan from the Company with a term of
    one (1) year (the "Loan"), which shall bear interest at the Applicable
    Federal Rate compounded annually. The principal amount of the Loan shall be
    disbursed to the Executive within one (1) week of the Executive's
    commencement of duties in the Company's Chicago, Illinois headquarters. The
    principal amount of the Loan and the interest thereon shall be payable in
    cash at the end of the 12-month term of the Loan (the "Loan Term");
    provided, however, that if the Executive remains in the continual employment
    of the Company for the period of the Loan Term the principal balance of the
    Loan and the accrued interest thereon shall be forgiven by the Company, and
    such forgiven amount shall be treated as additional compensation to the
    Executive in the year of such forgiveness. Prior to the end of any calendar
    year in which the Company forgives the Loan, the Company shall make the
    Executive whole for the federal, state and local income tax consequences of
    such forgiveness.

                In the event the Executive's employment hereunder is terminated
    for "Cause" of the Executive voluntarily terminates his employment prior to
    the expiration of the Loan Term the Executive shall be obligated to repay
    the remaining principal balance of the Loan and interest thereon in
    accordance with the original terms of the Loan. In the event that the
    Executive's employment hereunder is terminated for any other reason by the
    Company without Cause, including a termination on account of death or
    Disability, or in the event the Executive's employment is terminated as a
    result of a Corporate Reorganization, as defined, below, the principal
    balance and any accrued interest shall be forgiven, and prior to the end of
    the calendar year in which such forgiveness occurs, the Company shall make
    the Executive whole for any tax consequences to the Executive with respect
    to such forgiveness.



            (e)     OTHER BENEFITS.  In addition to the foregoing, during the
    Employment Period:

            (i) The Executive shall be entitled to participate in savings,
    retirement, and fringe benefit plans, practices, policies and programs of
    the Company as in effect from time to time, including, but not limited to
    the Company's 40 1(K) plan, on the same terms and conditions as those
    applicable to peer executives; (ii) the Executive shall be entitled to four
    (4) weeks of annual vacation, to be taken in accordance with the Company's
    vacation policy as in effect from time to time; and (iii) the Executive and
    the Executive's family shall be eligible for participation in, and shall
    receive all benefits under medical, disability and other welfare benefit
    plans, practices, policies and programs provided by the Company, as in
    effect from time to time, on the same terms and conditions as those
    applicable to peer executives; (iv) a car allowance of $500 per month; and
    (v) life insurance above the Company's standard benefit package of either
    $1,500,000 until age 65 or $1,000,000 until age 75.

            (4) TERMINATION OF EMPLOYMENT. (a) DEATH OR DISABILITY. In the event
    of the Executive's death during the Employment Period, the Executive's
    employment with the Company shall terminate automatically. The Company, in
    its discretion, shall have the right to terminate the Executive's employment
    because of the Executive's Disability during the Employment Period. For
    purposes of this Agreement, "Disability" shall mean the absence of the
    Executive from the Executive's duties with the Company on a full-time basis
    for 180 consecutive business days, or for periods aggregating 180 business
    days in any period of twelve months, as a result of incapacity due to mental
    or physical illness or injury which is determined to be total and permanent
    by a physician selected by the Company or its insurers. A termination of the
    Executive's employment by the Company for Disability shall be communicated
    to the Executive by written notice, and shall be effective on the 30th day
    after receipt of such notice by the Executive (the "Disability Effective
    Date"), unless the Executive returns to full-time Performance of the
    Executive's duties before the Disability Effective Date.

            (b) BY THE COMPANY. In addition to termination for Disability, the
    Company may terminate the Executive's employment during the Employment
    Period for Cause or with Cause. "Cause" means:

            (i) in the judgment of the Board of Directors of the Company the
    Executive has materially failed for some reason other than illness, injury,
    or disability to perform his obligations hereunder on more than one occasion
    during any 12-month period following reasonable notice of his failure to
    perform; or

           (ii) the Executive has: (a) committed either any felony involving
    moral turpitude or any crime in the conduct of his official duties which is
    adverse to the welfare of the Company; or (b) committed any act of fraud
    against the Company, its parent or affiliates or misused his position for
    his personal gain or that of any third party; or (c) taken any action (other
    than an error in judgment made in the ordinary course of his duties) adverse
    to the welfare of the Company, including, but not limited to any violation
    of the Company's Code of Business Conduct or any breach of the covenants and
    conditions contained in Section 6 hereof.

            (c) VOLUNTARILY BY THE EXECUTIVE. The Executive may terminate his
    employment by giving written notice thereof to the Company.



            (d) DATE OF TERMINATION. The "Date of Termination" means the date of
    the Executive's death, the Disability Effective Date, the date on which the
    termination of the Executive's employment by the Company for Cause, as set
    forth in notice from the Company, is effective, the date that notice of
    termination is provided to the Executive from Company of a termination of
    the Executive's employment by the Company other than for Cause or
    Disability, or the date on which the Executive gives the Company notice of
    termination of employment, as the case may be.

            (5) OBLIGATIONS OF THE COMPANY UPON TERMINATION. (a) BY THE COMPANY
    OTHER THAN FOR CAUSE OR DISABILITY. If, during the Employment Period, the
    Company terminates the Executive's employment, other than for Cause or
    Disability, the Company shall, for the duration of the Employment Period, as
    in effect immediately before the Date of Termination, continue to pay the
    Executive the Annual Base Salary and the Annual Bonus through the end of
    such Employment Period, as and when such amounts would be paid in accordance
    with Section 3(a) and (b) above, provided the amount of any Annual Bonus so
    paid shall equal the Target Annual Bonus. The Company shall also continue to
    provide for the same period welfare benefits to the Executive and the
    Executive's family, at least as favorable as those that would have been
    provided to them under clause (e)(iii) of Section 3 of this Agreement if the
    Executive's employment had continued until the end of the Employment Period,
    provided, that during any period when the Executive is eligible to receive
    such benefits under another employer-provided plan, the benefits provided by
    the Company under this Section 5(a) may be made secondary to those provided
    under such other plan and shall pay Executive any accrued but unpaid
    vacation pay.

            (b) DEATH. If the Executive's employment is terminated by reason of
    the Executive death during the Employment Period, the Company shall make,
    within 30 days after the Date of Termination, a lump-sum cash payment to the
    Executive's estate equal to the sum of (i) the Executive's Annual Base
    Salary through the end of the calendar month in which death occurs, (ii) any
    earned and unpaid Annual Bonus for any calendar year ended prior to the Date
    of Termination and a pro-rated Target Bonus for services to the Date of
    Termination, (iii) any accrued but unpaid vacation pay and (iv) any other
    vested benefits to which the Executive is entitled, in each case to the
    extent not yet paid, except for any death benefit, in which case the death
    benefit shall be paid to Executive's estate within seven (7) days following
    receipt of any such death benefit by the Company from the insurer.

            (c) DISABILITY. In the event the Executive's employment is
    terminated by reason of the Executive's Disability during the Employment
    Period in accordance with Section 4(a) hereof, the Company shall pay to the
    Executive or the Executive's legal representative, as applicable, (i) the
    Executive's Annual Base Salary for the duration of the Employment Period in
    effect immediately before the Date of Termination, provided that any such
    payments made to the Executive shall be reduced by the sum of the amounts,
    if any, payable to the Executive under any disability benefit plans o the
    Company or under the Social Security disability insurance program, (ii) any
    earned and unpaid Annual Bonus for any calendar year ended prior to the Date
    of Termination and a prorated Target Bonus for services to the Date of
    Termination, and (iii) any other vested benefits to which the Executive is
    entitled, in each case to the extent not yet paid, including, but not
    limited to accrued but unpaid vacation pay.

            (d) CAUSE: VOLUNTARY TERMINATION FOR CORPORATE REORGANIZATION AND
    TERMINATION DURING 18-MONTH TERMINATION PERIOD. If the Executive's
    employment is terminated by the Company for Cause or the Executive
    voluntarily terminates his employment



    during the Employment Period, the Company shall pay the Executive (i) the
    Annual Base Salary through the Date of Termination (ii) the Annual Bonus for
    any calendar year ended prior to the Date of Termination, and (iii) any
    other vested benefits to which the Executive is entitled, in each case to
    the extent not yet paid, including, but not limited to accrued but unpaid
    vacation pay and the Company shall have no further obligations to the
    Executive under this Agreement. If the Company terminates the Executive's
    employment during the Employment Period following a Corporate Reorganization
    or during the first 18 months of the Employment Period (the "18-month
    Termination Period"), the Company shall pay the Executive the amounts and
    benefits described in Section 5(a) above in connection with a termination by
    Company for reason other than Cause or Disability; provided (x) that the
    Annual Base Salary, Target Bonus, and benefit continuation period in the
    event of a termination by the Company for Corporate Reorganization shall be
    one (1) year from the date of such termination, and (y) in addition to any
    other right to Annual Base Salary, Annual Bonus and other benefits provided
    under this Agreement, the Annual Base Salary, Target Bonus and benefit
    continuation period in the event of a termination by the Company during the
    18-Month Termination Period, shall be six (6) months from the date of such
    termination; and, further provided that the Annual Base Salary amount for
    purposes of such payments shall be the amount of the Annual Base Salary in
    effect immediately before the occurrence of the Corporate Reorganization or
    termination during the 18-month Termination Period, as applicable (the
    "Severance Payments"). For purposes of this Agreement "Corporate
    Reorganization" shall mean, the decision of the Board of Directors of the
    Company to terminate the Executive's employment with the Company within
    twelve (12) months following the occurrence of the sale, lease, transfer,
    conveyance or other disposition (including by way of merger) of all or
    substantially all of the Company or the assets of the Company or any event
    which changes control of the Company. Notwithstanding anything to the
    contrary contained in this Section 5 or any subparagraph thereunder, the
    Company's obligation to pay for the welfare benefits and Severance Payments
    shall immediately cease with respect to all applicable time periods
    following the date of any breach or threatened breach by Executive of the
    provisions of Section 6 hereof.

        6.  PROTECTION OF COMPANY ASSETS.

            (a) TRADE SECRET AND CONFIDENTIAL INFORMATION. The Executive
    recognizes and acknowledges that the acquisition and operation of, and the
    providing of consulting services for, parking facilities is a unique
    enterprise and that there are relatively few firms engaged in these
    businesses in the primary areas in which the Parking Companies operates. The
    Executive further recognizes and acknowledges that as a result of his
    employment with the Parking Companies, the Executive has had and will
    continue to have access to confidential information and trade secrets of the
    Parking Companies that constitute proprietary information that the Parking
    Companies are entitled to protect, which information constitutes special and
    unique assets of the Parking Companies, including without limitation (i)
    information relating to the Parking Companies' manner and methods of doing
    business, including without limitation, strategies for negotiating leases
    and management agreements; (ii) the identity of the Parking Companies'
    clients, customers, lessors and locations, and the identity of any
    individuals or entities having an equity or other economic interest in any
    of the Parking Companies to the extent such identity has not otherwise been
    voluntarily disclosed by any of the Parking Companies; (iii) the specific
    confidential terms of management agreements, leases or other business
    agreements, including without limitation the duration of, and the fees, rent
    or other payments due thereunder; (iv) the identities of beneficiaries under
    land trusts; (v) the business, developments, activities or systems of the
    Parking Companies, including without



    limitation any marketing or customer service oriented programs in the
    development stages or not otherwise known to the general public; (vi)
    information concerning the business affairs of any individual or firm doing
    business with the Parking Companies; (vii) financial data and the operating
    expense structure pertaining to any parking facility owned, operated, leased
    or managed by the Parking Companies or for which the Parking Companies have
    or are providing consulting services; and (viii) other confidential
    information and trade secrets relating to the operation of the Company's
    business (the mailers described in this sentence hereafter referred to as
    the "Trade Secret and Confidential Information").

            (b) CUSTOMER RELATIONSHIPS. The Executive understands and
    acknowledges that the Company has expended significant resources over many
    years to identify, develop, and maintain its clients. The Executive
    additionally acknowledges that the Company's clients have had continuous and
    long-standing relationships with the Company and that, as a result of these
    close, long-term relationships, the Company possesses significant knowledge
    of its clients and their needs. Finally, the Executive acknowledges the
    Executive's association and contact with these clients is derived solely
    from his employment with the Company. The Executive further acknowledges
    that the Company does business throughout the United States and that the
    Executive personally has significant contact with the Company customers
    solely as a result of his relationship with the Company.

            (c) CONFIDENTIALITY. With respect to Trade Secret and Confidential
    Information, and except as may be required by the lawful order of a court of
    competent jurisdiction, the Executive agrees that he shall:

                (i) hold all Trade Secret and Confidential Information in
    strict confidence and not publish or otherwise disclose any portion thereof
    to any person whatsoever except with the prior written consent of the
    Company;

               (ii) use all reasonable precautions to assure that the Trade
    Secret and Confidential Information are properly protected and kept from
    unauthorized persons;

              (iii) make no use of any Trade Secret and Confidential Information
    except as is required in the performance of his duties for the Company; and
    upon termination of his employment with the Company, whether voluntary or
    involuntary and regardless of the reason or cause, or upon the request of
    the Company, promptly return to the Company any and all documents, and other
    things relating to any Trade Secret and Confidential Information, all of
    which are and shall remain the sole property of the Company. The term
    "documents" as used in the preceding sentence shall mean all forms of
    written or recorded information and shall include, without limitation, all
    accounts, budgets, compilations, computer records (including, but not
    limited to, computer programs, software, disks, diskettes or any other
    electronic or magnetic storage media), contracts, correspondence, data,
    diagrams, drawings, financial statements, memoranda, microfilm or
    microfiche, notes, notebooks, marketing or other plans, printed materials,
    records and reports, as well as any and all copies, reproductions or
    summaries thereof.

              Notwithstanding  the above,  nothing  contained  herein shall
    restrict the Executive from using, at any time after his termination of
    employment with the Company, information which is in the public domain or
    knowledge acquired during the course of his employment with the Company
    which is generally known to persons of his experience in other companies in
    the same industry.



            (d) ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS. The Executive agrees
    to assign to the Company any and all intellectual property rights including
    patents, trademarks, copyright and business plans or systems developed,
    authored or conceived by the Executive while so employed and relating to the
    business of the Company, and the Executive agrees to cooperate with the
    Company's attorneys to perfect ownership rights thereof in the Company or
    any one or more of the Company. This agreement does not apply to an
    invention for which no equipment, supplies, facility or Trade Secret and
    Confidential Information of the Company was used and which was developed
    entirely on the Executive's own time, unless (i) the invention relates
    either to the business of the Company or to actual or demonstrably
    anticipated research or development of the Parking Companies, or (ii) the
    invention results from any work performed by the Executive for the Parking
    Companies.

            (e) INEVITABLE DISCLOSURE. Based upon the Recitals to this Agreement
    and the representations the Executive has made in Sections 6(a) and 6(b)
    above, the Executive acknowledges that the Company's business is highly
    competitive and that it derives significant value from both its Trade Secret
    and Confidential Information not being generally known in the marketplace
    and from their long-standing near-permanent customer relationships. Based
    upon this acknowledgment and his acknowledgments in Sections 6(a) and 6(b),
    the Executive further acknowledges that he inevitably would disclose the
    Company's Trade Secret and Confidential Information, including trade
    secrets, should the Executive serve as director, officer, manager,
    supervisor, consultant, independent contractor, owner of greater than 1% of
    the stock, representative, agent, or executive (where the Executive's duties
    as an employee would involve any level of strategic, advisory, technical,
    creative sales, or other similar input) for any person, partnership, joint
    venture, firm, corporation, or other enterprise which is a competitor of the
    Company engaged in providing parking facility management services because it
    would be impossible for the Executive to serve in any of the above
    capacities for such a competitor of the Company without using or disclosing
    the Company's Trade Secret and Confidential Information, including trade
    secrets. The above acknowledgment concerning inevitable disclosure is a
    rebuttable presumption. Executive may, in particular circumstances, rebut
    the presumption by proving by clear and convincing evidence that the
    Executive would not inevitably disclose trade secret or confidential
    information were he to accept employment or otherwise act in a capacity that
    would arguably violate this Agreement

            (f) NON-SOLICITATION. The Executive agrees that while he is employed
    by the Company and for a period of eighteen (18) months after the Date of
    Termination, the Executive shall not, directly or indirectly:

            (i) without first obtaining the express written permission of the
    Company's General Counsel which permission may be withheld solely in the
    Company's discretion, directly or indirectly contact or solicit business
    from any client or customer of the Company with whom the Executive had any
    contact or about whom the Executive acquired any Trade Secret or
    Confidential Information during his employment with the Company or about
    whom the Executive has acquired any information as a result of his
    employment with the Company. Likewise, the Executive shall not, without
    first obtaining the express written permission of the Company's General
    Counsel which permission may be withheld solely in the Company's discretion,
    directly or indirectly contact or solicit business from any person
    responsible for referring business to the Company or who regularly refers
    business to the Company with whom the Executive had any contact or about
    whom the Executive acquired any Trade Secret or Confidential Information
    during his employment with the Company or about whom the Executive has
    acquired any information as a result of his employment with the Company. The
    Executive's obligations set forth in this subparagraph are in addition to
    those obligations and



    representations, including those regarding Trade Secret and Confidential
    Information and Inevitable Disclosure set forth elsewhere in this Agreement;
    or

               (ii) take any action to recruit or to assist in the recruiting or
    solicitation for employment of any officer, employee or representative of
    the Parking Companies.

                    It is not the intention of the Company to interfere with
    the employment opportunities of former employees except in those situations,
    described above, in which such employment would conflict with the legitimate
    interests of the Company. If the Executive, after the termination of his
    employment hereunder, has any question regarding the applicability of the
    above provisions to a potential employment opportunity, the Executive
    acknowledges that it is his responsibility to contact the Company so that
    the Company may inform the Executive of its position with respect to such
    opportunity.

            (g) REMEDIES. The Executive acknowledges that the Company would be
    irreparably injured by a violation of the covenants of this Section 6 and
    agrees that the Company, or any one or more of the Parking Companies, in
    addition to any other remedies available to it or them for such breach or
    threatened breach, shall be entitled to a preliminary injunction, temporary
    restraining order, or other equivalent relief, restraining the Executive
    from any actual or threatened breach of any of the provisions of this
    Section 6. If a bond is required to be posted in order for the Company or
    any one or more of the Company to secure an injunction or other equitable
    remedy, the parties agree that said bond need not exceed a nominal sum. This
    Section shall be applicable regardless of the reason for the Executive's
    termination of employment, and independent of any alleged action or alleged
    breach of any provision hereby by the Company. If at any time any of the
    provisions of this Section 6 shall be determined to be invalid or
    unenforceable by reason of being vague or unreasonable as to duration, area,
    scope of activity or otherwise, then this Section 6 shall be considered
    divisible (with the other provisions to remain in full force and effect) and
    the invalid or unenforceable provisions shall become and be deemed to be
    immediately amended to include only such time, area, scope of activity and
    other restrictions, as shall be determined to be reasonable and enforceable
    by the court or other body having jurisdiction over the matter, and the
    Executive expressly agrees that this Agreement, as so amended, shall be
    valid and binding as though any invalid or unenforceable provision had not
    been included herein.

            (i) ATTORNEYS' FEES. In the event of litigation in connection with
    or concerning the subject matter of this Agreement, the prevailing party
    shall be entitled to recover all costs and expenses of litigation incurred
    by it, including attorneys' fees and, in the case of the Company, reasonable
    compensation for the services of its internal personnel.

            7.  SEVERABILITY. The invalidity or unenforceability of any
    provision of this Agreement will not affect the validity or enforceability
    of any other provision of this Agreement, and this Agreement will be
    construed as if such invalid or unenforceable provision were omitted (but
    only to the extent that such provision cannot be appropriately reformed or
    modified).

            8.  NOTICES. Any notice which any party shall be required or shall
    desire to serve upon the other shall be in writing and shall be delivered
    personally or sent by registered or certified mail, postage prepaid, or sent
    by facsimile or prepaid overnight courier, to the parties at the addresses
    set forth below (or such other addresses as shall be specified by the
    parties by



    like notice):

                In the case of Executive to:

         G. Marc Baumann
         1820 S. Lane
         Northbrook, IL 60062

         with a copy to:

         Marc Joseph, Esq.
         D'Ancona and Pflaum
         111 E. Wacker Drive - Suite 2800
         Chicago, IL 60601

         In the case of the Company to:

         APCOA/Standard Parking, Inc.
         900 North Michigan Avenue
         Suite 1600
         Chicago, Illinois 60611
         Attention: General Counsel

            9.  APPLICABLE LAW. This Agreement shall be construed in accordance
    with the laws and decisions of the State of Illinois, without regard to the
    conflict of law provisions thereof.

            10. NONALIENTATION. The interests of the Executive under this
    Agreement are not subject in any manner to anticipation, alienation, sale
    transfer, assignment, pledge, encumbrance, attachment, or garnishment by
    creditors of the Executive or the Executive's beneficiary.

            11. AMENDMENT. This Agreement may be amended or cancelled only by
    mutual agreement of the parties in writing without the consent of any other
    person.

            12. WAIVER OF BREACH. No waiver by any party hereto of a breach of
    any provision of this Agreement by any other party, or of compliance with
    any condition or provision of this Agreement to be performed by such other
    party, will operate or be construed as a waiver of any subsequent breach by
    such other party or any similar or dissimilar provisions and conditions at
    the same or any prior or subsequent time. The failure of any party hereto to
    take any action by reason of such breach will not deprive such party of the
    right to take action at any time while such breach continues.

            13. SUCCESSORS. This Agreement shall be binding upon, and inure to
    the benefit of, the Company and its successors and assigns and upon any
    person acquiring, whether by merger, consolidation, purchase of assets or
    otherwise, of all or substantially all of the Company's assets and business.
    The Executive's duties hereunder are personal and may not be assigned.

            14. ENTIRE AGREEMENT. Except as otherwise noted herein, this
    Agreement, constitutes the entire agreement between the parties concerning
    the subject matter hereof and



    supersedes all prior and contemporaneous agreements and understandings,
    either oral or in writing, if any, between the parties relating to the
    subject matter hereof.

            15. ACKNOWLEDGEMENT BY EXECUTIVE. The Executive has read and fully
    understands the terms and conditions set forth herein, has had time to
    reflect on and consider the benefits and consequences of entering into this
    Agreement and has had the opportunity to review the terms hereof with an
    attorney or other representative, if he so chooses. The Executive has
    executed and delivered this Agreement as his free and voluntary act, after
    having determined that the provisions contained herein are of a material
    benefit to him, and that the duties and obligations imposed on him hereunder
    are fair and reasonable and will not prevent him from earning a livelihood
    following the Date of Termination.

            IN WITNESS WHEREOF, the Executive and the Company have executed this
    Agreement as of the day and year first written above.

                                               APCOA/STANDARD PARKING, INC.

                                               By:
                                                  ------------------------------
                                               Myron C. Warshauer,
                                               Chief Executive Officer

                                               EXECUTIVE:

                                               ---------------------------------
                                               G.Marc Baumann



                                    EXHIBIT A

                                 PROMISSORY NOTE

    $10,000
                                                                October __, 2000

        FOR VALUE RECEIVED, the undersigned, G. Marc Baumann (the "Executive"),
    hereby promises to pay to the order of APCOA/Standard Parking, Inc., a
    Delaware corporation, (the "Company") or to the legal holder of this Note at
    the time of payment, the principal sum of Ten Thousand and 00/100 Dollars
    ($10,000) and interest thereon in lawful money of the United States of
    America. All principal and interest on this Note will be due and payable on
    October __,2001.

        This Note evidences a loan made by the Company to the Executive.

        This Note is subject to the following further terms and conditions:

        Section 1.  PAYMENT. PREPAYMENT AND ACCELERATION.

            (a) The term of this Note shall be one (1) year commencing on
    October __, 2000 (the "Loan Origination Date"). The principal amount of this
    Note and any accrued interest thereon shall be payable in cash on the first
    anniversary of the Loan Origination Date (the "Loan Term"); provided,
    however, that if the Executive remains in the continual employment of the
    Company or any of its affiliated companies for the period of the Loan Term
    the original principal balance, together with the interest accrued thereon
    shall be forgiven by the Company, such forgiven amount shall be treated as
    additional compensation to the Executive in the year of such forgiveness and
    the Executive shall be made whole for all federal, state, and local income
    tax consequences of any such forgiveness prior to the end of the calendar
    year in which such forgiveness occurs.

            (b) In the event the Executive's employment with the Company is
    terminated for cause, as set forth, defined, and explained in the Employment
    Agreement between the Company and the Executive dated as of October 9, 2000
    (the "Employment Agreement"), or if the Executive resigns, the Executive
    shall be obligated to repay in full the entire outstanding principal balance
    of this Note and any accrued and unpaid interest thereon within thirty (30)
    days of the date of termination of employment.

            (c) In the event the Executive's employment is terminated by reason
    of death or permanent disability, as set forth, defined, and explained in
    the Employment Agreement, the remaining principal balance of the Note and
    any accrued but unpaid interest thereon shall be forgiven, and prior to the
    end of the calendar year in which such forgiveness occurs, the Company shall
    make the Executive whole for any federal, state and local income tax
    consequences in respect to such forgiven amount. For purposes of paragraphs
    (b) and (c) of this Section 1, the terms and conditions of the Employment
    Agreement shall be incorporated herein by reference and shall govern the
    obligations of the Company and the Executive upon a termination of
    employment.

            (d) All payments and prepayments of the principal and interest of,
    and all fees, expenses and other amounts owing in respect of, this Note
    shall be made to the Company or its order, or to the legal holder of this
    Note or such holder's order, in lawful money of the United States of America
    at the principal offices of the Company (or at such other place as the
    holder hereof shall notify~' the Executive in writing). The Executive may,
    at his option,



    prepay this Note in whole or in part at any time or from time to time
    without penalty or premium. Upon final payment or forgiveness of the
    principal and interest of, and all fees, expenses and other amounts owing in
    respect of, this Note it shall be surrendered for cancellation.

        Section 2.  INTEREST. The unpaid principal balance of this Note
    shall bear interest at the Applicable Federal Rate (AFR) on the Loan
    Origination Date compounded annually. Except as set forth in Section 1
    hereof, accrued interest on the unpaid principal balance of this Note shall
    be payable in arrears on each of the Annual Payment Dates. If any amount of
    principal or interest payable under this Note is not paid when due, the
    default interest rate shall be the rate set forth in the first sentence of
    this Section 2 plus two percent (2%).

        Section 3.  MISCELLANEOUS

        (a) The provisions of this Note shall be governed by and construed in
    accordance with the laws of the State of Illinois, without regard to the
    principles of conflicts of law there.

        (b) All notices and other communications hereunder shall be in writing
    and will be deemed to have been duly given if delivered or mailed in
    accordance with the instructions set forth in the Employment Agreement.

        (c) No delay or failure by the holder of this Note in the exercise of
    any right or remedy shall constitute a waiver thereof, and no single or
    partial exercise by the holder hereof of any right or remedy shall preclude
    any other or future exercise thereof or the exercise of any other right or
    remedy.

        (d) The Executive agrees that the Executive will pay the Company the
    amount of any and all costs and expenses, including all reasonable fees and
    expenses of counsel, incurred in connection with the exercise or enforcement
    of any of the Company's rights under this Note and the failure of the
    Executive to perform or observe any of the provisions of this Note. Any such
    amounts as provided under this paragraph (d), will be added to the
    obligations of the Executive under this Note.

        (e) The headings contained in this Note are for reference purposes only
    and shall not affect in any way the meaning or interpretation of the
    provisions hereof

        (f) This Note shall not be assignable without the prior written consent
    of the Company.

     IN WITNESS WHEREOF, this Note has been duly executed and delivered by the
     Executive as of the date first written above.

        G. Marc Baumann

    Witness:

         -----------------------------

EX-10.27

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as
of October 1, 2001 (the "EFFECTIVE DATE"), is by and between APCOA/Standard
Parking, Inc., a Delaware corporation (the "COMPANY"), and G. Marc Baumann (the
"EXECUTIVE") and is an amendment and restatement of that certain Employment
Agreement previously executed by and between the Executive and the Company as of
the 9th day of October, 2000 (the "PRIOR AGREEMENT").

     WHEREAS, the Company is in the business of operating private and public
parking facilities for itself, its subsidiaries, affiliates and others, and as a
consultant and/or manager for parking facilities operated by others throughout
the United States and Canada (the Company and its subsidiaries and affiliates
and other Company controlled businesses engaged in parking garage management (in
each case including their predecessors or successors) are referred to
hereinafter as the "PARKING Companies"); and

     WHEREAS, prior to the date hereof, the Executive has been employed by the
Company pursuant to the terms of the Prior Agreement; and

     WHEREAS, the Company and Executive desire to amend, revise and restate the
Prior Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.   EMPLOYMENT PERIOD. The Company shall continue to employ the Executive,
and the Executive shall continue to serve the Company, on the terms and
conditions set forth in this Agreement, for the period beginning on the
Effective Date and ending on the second anniversary thereof (the "EMPLOYMENT
PERIOD"), provided, however, that commencing on the date one year after the
Effective Date and on each annual anniversary of such date (each



annual anniversary thereof shall hereinafter be referred to as the "RENEWAL
DATE"), unless previously terminated, the Employment Period shall be
automatically extended so as to terminate two years from the Renewal Date, so
that there is always between one and two years remaining in the Employment
Period, unless 90 days prior to the Renewal Date the Company or the Executive
shall terminate this Agreement by giving notice to the other party that the
Employment Period shall not be so extended (a "NOTICE OF NONRENEWAL").
Notwithstanding any such termination, Section 6 of this Agreement shall remain
in full force and effect.

     2.   POSITION AND DUTIES. During the Employment Period, the Executive shall
serve as the Executive Vice President and Chief Financial Officer of the
Company, with the duties and responsibilities currently associated with such
position. The Executive shall report directly to the Chief Executive Officer of
the Company. During the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive shall devote
full attention and time during normal business hours to the business and affairs
of the Company and, to the extent necessary to discharge the responsibilities
assigned to the Executive under this Agreement, use the Executive's reasonable
best efforts to carry out such responsibilities faithfully and efficiently. The
Executive shall not, during the term of this Agreement, engage in any other
business activities that will interfere with the Executive's employment pursuant
to this Agreement. During the Employment Period, the Executive's services shall
be performed primarily in Chicago, Illinois.

     3.   COMPENSATION.

          (a)  BASE SALARY. During the Employment Period, the Executive shall
receive an annual base salary ("ANNUAL BASE SALARY") of no less than $254,500,
payable in accordance with the normal payroll practices for executives of the
Company as in effect from

                                        2


time to time (but no less frequently than monthly). Such Annual Base Salary
shall be subject to review annually in accordance with the review policies and
practices for executives of the Company as in effect at the time of any such
review.

          (b) BONUS. For each calendar year ending during the Employment Period,
the Executive shall be eligible to receive an annual bonus (the "ANNUAL BONUS"),
based upon the terms and conditions of an annual bonus program to be established
by the Company. Any such annual bonus program shall provide that the Executive's
target bonus ("TARGET ANNUAL BONUS") will be a percentage equal to thirty-five
percent (35%) the Annual Base Salary. Notwithstanding the foregoing, the
Executive's Annual Bonus attributable to the period commencing January 1,2001
and ending December 31, 2001 shall be guaranteed to be no less than thirty-five
percent (35%) of the Executive's Annual Base Salary as in effect for such
period. The Executive's Annual Bonus for 2002 and subsequent calendar years
shall be based upon the achievement of the applicable established performance
targets.

          (c)  EQUITY PLAN. In the event the Company adopts an equity incentive
plan or program (the "EQUITY PLAN") for its key executives, the Executive shall
be entitled to participate in the Equity Plan from and after the effective date
thereof in accordance with the terms and conditions of such plan.

          (d)  HOUSING DIFFERENTIAL LOAN. Following the Effective Date and
contingent upon the Executive's execution of a promissory note (substantially in
the form attached hereto as Exhibit A), the Executive shall receive a $200,000
loan from the Company with a repayment period ending on May 1, 2005 (the
"Loan"), which shall bear interest at the Applicable Federal Rate compounded
annually. The principal on the Loan shall be payable in cash on an annual basis
in four equal installments, together with interest on each such installment,
beginning on May 1, 2002 and on each of the next three succeeding

                                        3


anniversaries thereof (each such payment date to be referred to herein as an
"ANNUAL PAYMENT DATE"). The foregoing notwithstanding, if the Executive remains
in the continued employment of the Company as of each Annual Payment Date, one
fourth of the principal balance of the Loan and the accrued interest thereon (as
of such Annual Payment Date) shall be forgiven by the Company and such forgiven
amount shall be treated as additional compensation to the Executive in the year
of such forgiveness. In the event the Executive's employment hereunder is
terminated for "Cause" (as hereinafter defined) or the Executive terminates his
employment without Good Reason (as hereinafter defined), the Executive shall be
obligated to repay the remaining principal balance of the Loan and any accrued
and unpaid interest thereon in accordance with the terms of the Loan as
described above; provided, however, that if the Date of Termination does not
coincide with an Annual Payment Date, the repayment of the principal balance of
the Loan and the accrued interest thereon for the year of termination shall be
pro-rated in respect of the portion of such short year that commences on the
date of the Date of Termination and ends on the next following Annual Payment
Date, and the portion of the pro-rated principal balance of the Loan and the
interest thereon with respect to the period commencing on the Annual Payment
Date prior to the Date of Termination and ending on the Date of Termination
shall be forgiven. In the event that the Executive's employment hereunder is
terminated for any other reason by the Company without Cause, including a
termination on account of death or Disability, or in the event the Executive
terminates his employment with Good Reason the remaining principal balance and
any accrued and unpaid interest shall be forgiven.

          (e)  PAYMENT OF INSURANCE PREMIUM. In addition to the insurance
benefits described in subparagraph 3(f) below, during the Employment Period the
Company agrees to pay the annual premium on an insurance policy or policies on
the life of the Executive, which

                                        4


policy or policies will provide an annual cash benefit to the Executive of at
least $100,000 per annum as appropriately adjusted to reflect increases in the
applicable Consumer Price Index, for a period of fifteen years beginning in the
year in which the Executive attains age sixty-five (65) (any one or more of
such policies to be referred to herein as the "POLICY"). The Policy shall be
owned by and entered into in the name of the Executive, and the Company shall
have no right to any proceeds from or any other ownership interest in the
Policy. The Company further agrees that in the event of a termination of the
Executive's employment for any reason other than Cause or the Executive's
voluntary termination of employment without Good Reason, it shall continue to
pay the annual premium on the Policy until the earlier of (i) the Executive's
death or (ii) the date the Executive attains age sixty-five (65).

          (f)  OTHER BENEFITS. In addition to the foregoing, during the
Employment Period: (i) the Executive shall be entitled to participate in
savings, retirement, and fringe benefit plans, practices, policies and programs
of the Company as in effect from time to time, on the same terms and conditions
as those applicable to peer executives; (ii) the Executive shall be entitled to
four weeks of annual vacation, to be taken in accordance with the vacation
policy as in effect from time to time; (iii) the Executive and/or the
Executive's family, as the case may be, shall be eligible for participation in,
and shall receive all benefits under medical, dental, disability and other
welfare benefit plans, practices, policies and programs provided by the Company,
as in effect from time to time, on the same terms and conditions as those
applicable to peer executives; (iv) the Executive shall be entitled to a car
allowance of $500 per month; and (v) the Company shall provide the Executive
with life insurance benefits above its standard benefit package in an amount
equal to $1,000,000 until the Executive attains age 75.

                                        5


          (g)  EXPENSES. Executive shall be reimbursed by the Company for
business expenses incurred on behalf of the Parking Companies in accordance with
the policies and practices of the Company as in effect from time to time.

     4.   TERMINATION OF EMPLOYMENT.

          (a)  DEATH OR DISABILITY. In the event of the Executive's death during
the Employment Period, the Executive's employment with the Company shall
terminate automatically. The Company, in its discretion, shall have the right to
terminate the Executive's employment because of the Executive's Disability
during the Employment Period. "DISABILITY" means that (i) the Executive has been
unable, for a period of 180 consecutive days, or for periods aggregating 180
business days in any period of twelve months, to perform the Executive's duties
under this Agreement, as a result of physical or mental illness or injury, and
(ii) a physician selected by the Company or its insurers has determined that the
Executive's incapacity is total and permanent. A termination of the Executive's
employment by the Company for Disability shall be communicated to the Executive
by written notice, and shall be effective on the 30th day after receipt of such
notice by the Executive (the "DISABILITY EFFECTIVE DATE") unless the Executive
returns to full-time performance of the Executive's duties before the Disability
Effective Date.

          (b)  BY THE COMPANY. In addition to termination for Disability, the
Company may terminate the Executive's employment during the Employment Period
for Cause or without Cause. "CAUSE" means:

               (i)  the continued and willful or deliberate failure of the
          Executive substantially to perform the Executive's duties, or to
          comply with the Executive's obligations, under this Agreement (other
          than as a result of physical or mental illness or injury), or

                                        6


               (ii) illegal conduct or gross misconduct by the Executive, in
          either case that is willful and results in material damage to the
          business or reputation of the Company.

Upon the occurrence of events constituting Cause as defined in subsection (i) of
this paragraph (b), the Company shall give the Executive advance notice of any
such termination for Cause and shall provide the Executive with a reasonable
opportunity to cure.

          (c)  VOLUNTARILY BY THE EXECUTIVE. The Executive may terminate his
employment by giving written notice thereof to the Company.

          (d)  DATE OF TERMINATION. The "DATE OF TERMINATION" means the date of
the Executive's death, the Disability Effective Date, the date on which the
termination of the Executive's employment by the Company for Cause as set forth
in notice from the Company is effective, or the date on which the Executive
gives the Company notice of a termination of employment, as the case may be.
After the Executive's termination occurs for any reason, in addition to any
other obligations hereunder, the Company shall pay the Executive:

               (i)     the Executive's Annual Base Salary for the period ending
          with the Date of Termination;

               (ii)    payment for unused vacation days accrued for the year in
          which the Executive's termination occurs, as determined in accordance
          with the Company policy as in effect from time to time; and

               (iii)   any other payments or benefits to be provided to the
          Executive by the Company pursuant to any employee benefit plans or
          arrangements adopted by the Company, to the extent such amounts are
          due from the Company. Except as may otherwise be expressly provided to
          the contrary in this Agreement, nothing in this Agreement shall be
          construed as requiring

                                        7


          Executive to be treated as employed by the Company for purposes of any
          employee benefit plan following the Date of Termination.

     5.   ADDITIONAL OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          (a) BY THE COMPANY OTHER THAN FOR CAUSE, DEATH OR DISABILITY: If,
during the Employment Period, the Company terminates the Executive's employment,
other than for Cause, death or Disability, but excluding any termination of
employment at the end of the Employment Period (whether or not as a result of a
Notice of Nonrenewal by the Company), the Company shall, for the remainder of
the Employment Period as in effect immediately before the Date of Termination,
continue to pay the Executive the Annual Base Salary and Annual Bonus(es)
through the end of the then-current Employment Period, as and when such amounts
would be paid in accordance with Sections 3(a) and (b) above; provided, that the
amount of each of the Annual Bonus(es) so paid shall equal the Target Annual
Bonus. The Company shall also continue to provide for the same period welfare
benefits to the Executive and/or the Executive's family, at least as favorable
as those that would have been provided to them under clause (f)(iii) of Section
3 of this Agreement if the Executive's employment had continued until the end of
the Employment Period; PROVIDED, that during any period when the Executive is
eligible to receive such benefits under another employer-provided plan, the
benefits provided by the Company under this Section 5(a) may be made secondary
to those provided under such other plan. The payments provided pursuant to this
Section 5(a) are intended as liquidated damages for a termination of the
Executive's employment by the Company other than for Cause or Disability and
shall be the sole and exclusive remedy therefor.

          (b)  DEATH. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, the Company shall make,
within 30 days

                                        8


after the Date of Termination, a lump-sum cash payment to the Executive's estate
equal to the sum of (i) the Executive's Annual Base Salary through the end of
the calendar month in which death occurs, (ii) any earned and unpaid Annual
Bonus for any calendar year ended prior to the Date of Termination, (iii) any
accrued but unpaid vacation pay and (iv) any other vested benefits to which the
Executive is entitled, in each case to the extent not yet paid.

          (c)  DISABILITY. In the event the Executive's employment is terminated
by reason of the Executive's Disability during the Employment Period in
accordance with Section 4(a) hereof, the Company shall pay to the Executive or
the Executive's legal representative, as applicable, (i) the Executive's Annual
Base Salary for the duration of the Employment Period in effect on the Date of
Termination, provided that any such payments made to the Executive shall be
reduced by the sum of the amounts, if any, payable to the Executive under any
disability benefit plans of the Company or under the Social Security disability
insurance program, (ii) any earned and unpaid Annual Bonus for any calendar year
ended prior to the Date of Termination and (iii) any other vested benefits to
which the Executive is entitled, in each case to the extent not yet paid.

          (d)  CAUSE: VOLUNTARY TERMINATION. If the Executive's employment is
terminated by the Company for Cause or the Executive voluntarily terminates his
employment during the Employment Period, the Company shall pay the Executive
only those amounts specified in Section 4(d), in each case to the extent not yet
paid, and the Company shall have no further obligations under this Agreement.

          (e)  TERMINATION AFTER A CHANGE IN CONTROL.

               (i) If Executive is terminated by the Company during the
          three-year period following a Change in Control (as defined in
          Section 5(f) below) for any reason other than Cause, then Executive
          shall be entitled to the following:

                                        9


                     (A)   During the longer of (i) the 18-month period
               following his termination and (ii) the remainder of the
               Employment Period in effect at the date of termination, and
               except to the extent prohibited under the terms of any applicable
               insurance policy, he shall continue to be covered under the
               Company's welfare benefit plans to the same extent and on the
               same terms as those benefits are provided to the Company's active
               employees.

                     (B)   He shall receive from the Company an amount (the
               "SEVERANCE PAY") equal to the greater of (i) one and one-half
               times the sum of (x) the Executive's current Annual Base Salary
               plus (y) the amount of any bonus paid to Executive in the
               preceding twelve months and (ii) the Annual Base Salary and
               Annual Bonuses through the end of the then current Employment
               Period (PROVIDED, that the amount of each of the Annual
               Bonuses so paid shall equal the Target Annual Bonus). The
               Severance Pay amount shall be paid (a) if clause (i) in the
               previous sentence applies, over the 18-month period commencing on
               the date Executive's employment terminates, in equal monthly or
               more frequent installments in accordance with the Company's
               payroll schedule or (b) if clause (ii) in the previous sentence
               applies, as and when such amounts would be paid in accordance
               with Sections 3(a) and (b) above.

The Company's obligation to provide welfare benefit coverage and make severance
payments under this Section 5(c) shall cease with respect to periods after the
earlier to occur of the date of Executive's death, or the date, if any, of the
breach by Executive of the provisions of Section 6.

                                       10


               (ii)  If Executive terminates his employment hereunder
          voluntarily following a Change in Control, then Executive shall not be
          entitled to Severance Pay; provided, however, that if Executive
          terminates his employment for Good Reason (as defined below) during
          the three-year period following a Change in Control, such termination
          shall not be considered a voluntary termination by Executive and
          Executive shall be treated as if he had been terminated by the Company
          pursuant to paragraph (i) of this Section 5(e) above. "GOOD REASON"
          means, in the event of or following a Change in Control:

                     (A)   without the express written consent of the Executive,
               (1) the assignment to the Executive of duties inconsistent in any
               substantial respect with the Executive's position, authority or
               responsibilities as held, exercised and assigned during the
               ninety (90) day period immediately preceding the Change in
               Control, or (2) any other substantial adverse change in such
               position (including titles, authority or responsibilities) or
               significant reduction in salary, unless in either case the change
               is warranted by an objective evaluation of Executive's
               performance or is related to a bona fide company restructuring;

               (B)   any failure by the Company to comply with any of the
          provisions of this Agreement, other than an insubstantial and
          inadvertent failure remedied by the Company promptly after receipt of
          notice thereof given by the Executive; or

               (C)   the Company requires or otherwise takes such action as
          would reasonably require the Executive's relocation.

                                       11


          (f)  For purposes of this Agreement, the term "CHANGE IN CONTROL"
shall have the meaning ascribed to it in the Company's subordinated note
indenture, as may be amended, or any change of control or similar provision in
any other subordinated debt of the Company as may hereafter be in effect.

          (g)  In the event that it shall be necessary for Executive to engage
in litigation in connection with the enforcement of his rights under paragraphs
(i) and (ii) of Section 5(e), he shall be entitled to recover from the Company
the reasonable attorney's fees and other costs incurred in such legal action, in
addition to any other relief to which he may be entitled; provided, however,
that Executive ultimately prevails in such litigation.

     6.   PROTECTION OF THE COMPANY ASSETS (CONFIDENTIALITY NON-COMPETITION AND
OTHER MATTERS).

          (a)  Executive recognizes and acknowledges that the acquisition and
operation of, and the providing of consulting services for, parking facilities
is a unique enterprise and that there are relatively few firms engaged in these
businesses in the primary areas in which the Parking Companies operate.
Executive further recognizes and acknowledges that as a result of his employment
with the Parking Companies, Executive has had and will continue to have access
to confidential information and trade secrets of the Parking Companies that
constitute proprietary information that the Parking Companies are entitled to
protect, which information constitutes special and unique assets of the Parking
Companies, including, but not limited to, (i) information relating to the
Parking Companies' manner and methods of doing business, including, but not
limited to, strategies for negotiating leases and management agreements; (ii)
the identity of the Parking Companies' clients, customers, lessors and
locations, and the identity of any individuals or entities having an equity or
other economic interest in any of the Parking Companies to the extent such
identity has not

                                       12


otherwise been voluntarily disclosed by any of the Parking Companies; (iii) the
specific confidential terms of management agreements, leases or other business
agreements, including, but not limited to, the duration of, and the fees, rent
or other payments due thereunder; (iv) the identities of beneficiaries under
land trusts; (v) the business, developments, activities or systems of the
Parking Companies, including, but not limited to, any marketing or customer
service oriented programs in the development stages or not otherwise known to
the general public; (vi) information concerning the business affairs of any
individual or firm doing business with the Parking Companies; (vii) financial
data and the operating expense structure pertaining to any parking facility
owned, operated, leased or managed by the Parking Companies or for which the
Parking Companies have or are providing consulting services; and (viii) other
confidential information and trade secrets relating to the operation of the
Company's business (the matters described in this sentence hereafter referred to
as the "TRADE SECRETS").

          (b)  CONFIDENTIALITY. With respect to Trade Secrets, and except as may
be required by the lawful order of a court of competent jurisdiction, the
Executive agrees that he shall:

               (i)   hold all Trade Secrets in strict confidence and not publish
          or otherwise disclose any portion thereof to any person whatsoever
          except with the prior written consent of the Parking Companies;

               (ii)  use all reasonable precautions to assure that the Trade
          Secrets are properly protected and kept from unauthorized persons;

               (iii) make no use of any Trade Secrets except as is required in
          the performance of his duties for the Parking Companies; and

                                       13


               (iv)  upon termination of his employment with the Parking
          Companies, whether voluntary or involuntary and regardless of the
          reason or cause, or upon the request of the Parking Companies,
          promptly return to the Parking Companies any and all documents, and
          other things relating to the Trade Secrets, all of which are and shall
          remain the sole property of the Parking Companies. The term
          "documents" as used in the preceding sentence shall mean all forms of
          written or recorded information and shall include, but not be limited
          to, all accounts, budgets, compilations, computer records (including,
          but not limited to, computer, programs, software, disks, diskettes or
          any other electronic or magnetic storage media), contracts,
          correspondence, data, diagrams, drawings, financial statements,
          memoranda, microfilm or microfiche, notes, notebooks, marketing or
          other plans, printed materials, records and reports, as well as any
          and all copies, reproductions or summaries thereof.

Notwithstanding the above, nothing contained herein shall restrict Executive
from using, at any time after his termination of employment with the Company,
information which is in the public domain or knowledge acquired during the
course of his employment with the Company which is generally known to persons of
his experience in other companies in the same industry.

          (c)  ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS. The Executive agrees
to assign to the Company any and all intellectual property rights including
patents, trademarks, copyright and business plans or systems developed, authored
or conceived by the Executive while so employed and relating to the business of
the Parking Companies, and the Executive agrees to cooperate with the Company's
attorneys to perfect ownership rights thereof in the Company or any one or more
of the Parking Companies. This agreement does not apply to an

                                       14


invention for which no equipment, supplies, facility or trade secret information
of the Parking Companies was used and which was developed entirely on the
Executive's own time, unless (i) the invention relates either to the business of
the Parking Companies or to actual or demonstrably anticipated research or
development of the Parking Companies, or (ii) the invention results from any
work performed by the Executive for the Parking Companies.

          (d)  COVENANTS NOT TO COMPETE. The Executive agrees that while he is
employed by the Company and for a period of two (2) years after the date on
which such employment terminates (or eighteen (18) months after the date such
employment terminates if such termination follows a Change in Control), the
Executive shall not, directly or indirectly:

               (i)   have an ownership interest in (other than ownership of 5%
          or less of the outstanding stock of any entity listed on the New York
          or American Stock Exchange or included in the National Association of
          Securities Dealers Automated Quotation System) any corporation, firm,
          joint venture, partnership, proprietorship, or other entity or
          association which manages, owns or operates a parking facility that is
          competitive with the business of the Parking Companies in any of the
          metropolitan areas in which, as of the time Executive's employment
          terminates, the Parking Companies own, manage and/or operate one or
          more parking facilities (hereinafter the "METROPOLITAN AREAS");

               (ii)  become employed by, work for, consult with, or assist any
          person, corporation, firm, joint venture, partnership, proprietorship,
          or any other entity or association that is engaged in a business which
          is competitive with the business of the Parking Companies in the
          Chicago metropolitan area or in any of the other Metropolitan Areas in
          which the Executive has been

                                       15


          responsible for performing supervisory or other services on behalf of
          any of the Parking Companies within the three (3) years immediately
          preceding the termination of his employment;

               (iii) contact or solicit business from any client or customer of
          the Parking Companies or from any person who is responsible for
          referring or who regularly refers business to the Parking Companies;
          or

               (iv)  take any action to recruit or to assist in the recruiting
          or solicitation for employment of any officer, employee or
          representative of the Parking Companies.

It is not the intention of the Parking Companies to interfere with the
employment opportunities of former employees except in those situations,
described above, in which such employment would conflict with the legitimate
interests of the Parking Companies. If the Executive, after the termination of
his employment hereunder, has any question regarding the applicability of the
above provisions to a potential employment opportunity, the Executive
acknowledges that it is his responsibility to contact the Company so that the
Company may inform the Executive of its position with respect to such
opportunity.

          (e)  REMEDIES. The Executive acknowledges that the Parking Companies
would be irreparably injured by a violation of the covenants of this Section 6
and agrees that the Company, or any one or more of the Parking Companies, in
addition to any other remedies available to it or them for such breach or
threatened breach, shall be entitled to a preliminary injunction, temporary
restraining order, or other equivalent relief, restraining the Executive from
any actual or threatened breach of any of the provisions of this Section 6. If a
bond is required to be posted in order for the Company or any one or more of the
Parking Companies to secure an injunction or other equitable remedy, the parties
agree that said bond need not

                                       16


exceed a nominal sum. This Section shall be applicable regardless of the reason
for the Executive's termination of employment, and independent of any alleged
action or alleged breach of any provision hereby by the Company. If at any time
any of the provisions of this Section 6 shall be determined to be invalid or
unenforceable by reason of being vague or unreasonable as to duration, area,
scope of activity or otherwise, then this Section 6 shall be considered
divisible (with the other provisions to remain in full force and effect) and the
invalid or unenforceable provisions shall become and be deemed to be immediately
amended to include only such time, area, scope of activity and other
restrictions, as shall be determined to be reasonable and enforceable by the
court or other body having jurisdiction over the matter, and the Executive
expressly agrees that this Agreement, as so amended, shall be valid and binding
as though any invalid or unenforceable provision had not been included herein.

     7.   SUCCESSORS.

          (a)  This Agreement is personal to the Executive and, without the
prior written consent of the Company, shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.

          (b)  This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

          (c)  The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would have been required to perform it if no such
succession had taken place. As used in this Agreement, "COMPANY" shall mean both
the

                                       17


Company as defined above and any such successor that assumes and agrees to
perform this Agreement, by operation of law or otherwise.

     8.   MISCELLANEOUS.

          (a)  This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Illinois without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. This Agreement may not be amended or
modified except by a written agreement executed by the parties hereto or their
respective successors and legal representatives.

          (b)  All notices and other communications under this Agreement shall
be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

               IF TO THE EXECUTIVE:

               G. Marc Baumann
               2643 Oak Avenue
               Northbrook, Illinois 60062

               IF TO THE COMPANY:

               APCOA/Standard Parking, Inc.
               900 North Michigan Avenue
               Chicago, Illinois 60611
               Attention: Robert N. Sacks,
                          Executive Vice President and General Counsel

or to such other address as either party furnishes to the other in writing in
accordance with this paragraph (b) of Section 8. Notices and communications
shall be effective when actually received by the addressee.

          (c)  The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. If any

                                       18


provision of this Agreement shall be held invalid or unenforceable in part, the
remaining portion of such provision, together with all other provisions of this
Agreement, shall remain valid and enforceable and continue in full force and
effect to the fullest extent consistent with law.

          (d)  Notwithstanding any other provision of this Agreement, the
Company may withhold from amounts payable under this Agreement all federal,
state, local and foreign taxes that are required to be withheld by applicable
laws or regulations.

          (e)  The Executive's or the Company's failure to insist upon strict
compliance with any provision of, or to assert any right under, this Agreement
shall not be deemed to be a waiver of such provision or right or of any other
provision of or right under this Agreement.

          (f)  The Executive and the Company acknowledge that this Agreement
supersedes any other agreement, whether written or oral, between them concerning
the subject matter hereof, including, but not limited to the Prior Agreement.

          (g)  This Agreement may be executed in several counterparts, each of
which shall be deemed an original, and said counterparts shall constitute but
one and the same instrument.

                                       19


     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and
the Company has caused this Agreement to be executed in its name on its behalf,
all as of the day and year first above written.

                                                  ------------------------------
                                                  G. MARC BAUMANN

                                                  APOCA/STANDARD PARKING, INC.

                                                  By:
                                                     ---------------------------
                                                  Its:
                                                     ---------------------------

                                       20

EX-10.28

                          APCOA/STANDARD PARKING, INC.

                             2001 STOCK OPTION PLAN

     1.   PURPOSES. The purposes of the APCOA/Standard Parking, Inc. 2001 Stock
Option Plan are:

          (a)  To further the growth, development and success of the Company and
its Affiliates by enabling the executive and other employees and directors of,
and/or consultants to, the Company and its Affiliates to acquire a continuing
equity interest in the Company, thereby increasing their personal interests in
such growth, development and success and motivating such executives, employees,
directors and/or consultants to exert their best efforts on behalf of the
Company and its Affiliates; and

          (b)  To maintain the ability of the Company and its Affiliates to
attract and retain executives, employees, directors and/or consultants of
outstanding ability by offering them an opportunity to acquire a continuing
equity interest in the Company and its Affiliates which will reflect the growth,
development and success of the Company and its Affiliates.

Toward these objectives, the Committee may grant Options to such executives,
employees, directors and/or consultants, all pursuant to the terms and
conditions of the Plan.

     2.   ADMINISTRATION OF THE PLAN. (a) The Committee shall have exclusive
authority to operate, manage and administer the Plan in accordance with its
terms and conditions. Notwithstanding the foregoing, in its absolute discretion,
the Board may at any time and from time to time exercise any and all rights,
duties and responsibilities of the Committee under the Plan, including, but not
limited to, establishing procedures to be followed by the Committee, except with
respect to matters which under any applicable law, regulation or rule, are
required to be determined in the sole discretion of the Committee. If and to the
extent that no Committee exists which has the authority to administer the Plan,
the functions of the Committee shall be exercised by the Board.

          (b)  The Committee shall be appointed from time to time by the Board.
A Committee member may be removed by the Board at any time either with or
without cause, and any such member may resign at any time by delivering notice
thereof to the Board. Any vacancy on the Committee, whether due to action of the
Board or any other reason, shall be filled by the Board.

          (c)  The Committee shall have full authority to grant, pursuant to the
terms of the Plan, Options to those individuals who are eligible to receive
Options under the Plan. In particular, the Committee shall have discretionary
authority, in accordance with the terms of the Plan, to: determine eligibility
for participation in the Plan; select, from time to time, from among those
eligible, the executives, employees, directors and/or consultants to whom
Options shall be



granted under the Plan, which selection may be based upon information furnished
to the Committee by the Company's or an Affiliate's management; determine
whether an Option shall take the form of an ISO or an Option other than an ISO;
determine the number of shares of Stock to be included in any Option and the
periods for which Options will be outstanding; establish and administer any
terms, conditions, performance criteria, restrictions, limitations, forfeiture,
vesting or exercise schedule, and other provisions of or relating to any Option;
grant waivers of terms, conditions, restrictions and limitations under the Plan
or applicable to any Option, or accelerate the vesting or exercisability of any
Option; amend or adjust the terms and conditions of any outstanding Option
and/or adjust the number and/or class of shares of Stock subject to any
outstanding Option; at any time and from time to time after the granting of an
Option, specify such additional terms, conditions and restrictions with respect
to any such Option as may be deemed necessary or appropriate to ensure
compliance with any and all applicable laws or rules, including, but not limited
to, terms, restrictions and conditions for compliance with applicable securities
laws, regarding an Optionee's exercise of Options by tendering shares of Stock
or under any "cashless exercise" program established by the Committee, and
methods of withholding or providing for the payment of required taxes; offer to
buy out an Option previously granted, based on such terms and conditions as the
Committee shall establish with and communicate to the Optionee at the time such
offer is made; and, to the extent permitted under the applicable Agreement,
permit the transfer of an Option or the exercise of an Option by one other than
the Optionee who received the grant of such Option (other than any such transfer
or exercise which would cause any ISO to fail to qualify as an "incentive stock
option" under Section 422 of the Code).

          (d)  The Committee shall have all authority that may be necessary or
helpful to enable it to discharge its responsibilities with respect to the Plan.
Without limiting the generality of the foregoing sentence or Section 2(a), and
in addition to the powers otherwise expressly designated to the Committee in the
Plan, the Committee shall have the exclusive right and discretionary authority
to interpret the Plan and the Agreements; construe any ambiguous provision of
the Plan and/or the Agreements and decide all questions concerning eligibility
for and the amount of Options granted under the Plan. The Committee may
establish, amend, waive and/or rescind rules and regulations and administrative
guidelines for carrying out the Plan and may correct any errors, supply any
omissions or reconcile any inconsistencies in the Plan and/or any Agreement or
any other instrument relating to any Options. The Committee shall have the
authority to adopt such procedures and subplans and grant Options on such terms
and conditions as the Committee determines necessary or appropriate to permit
participation in the Plan by individuals otherwise eligible to so participate
who are foreign nationals or employed outside of the United States, or otherwise
to conform to applicable requirements or practices of jurisdictions outside of
the United States; and take any and all such other actions it deems necessary or
advisable for the proper operation and/or administration of the Plan. The
Committee shall have full discretionary authority in all matters related to the
discharge of its responsibilities and the exercise of its authority under the
Plan. Decisions and actions by the Committee with respect to the Plan and any
Agreement shall be final, conclusive and binding on all persons having or
claiming to have any right or interest in or under the Plan and/or any
Agreement.

          (e)  Each Option shall be evidenced by an Agreement, which shall be
executed by the Company and the Optionee to whom such Option has been granted,
unless the Agreement

                                       -2-


provides otherwise; two or more Options granted to a single Optionee may,
however, be combined in a single Agreement. An Agreement shall not be a
precondition to the granting of an Option; no person shall have any rights under
any Option, however, unless and until the Optionee to whom the Option shall have
been granted (i) shall have executed and delivered to the Company an Agreement
or other instrument evidencing the Option, unless such Agreement provides
otherwise, and (ii) has otherwise complied with the applicable terms and
conditions of the Option. The Committee shall prescribe the form of all
Agreements, and, subject to the terms and conditions of the Plan, shall
determine the content of all Agreements. Any Agreement may be supplemented or
amended in writing from time to time as approved by the Committee; PROVIDED that
the terms and conditions of any such Agreement as supplemented or amended are
not inconsistent with the provisions of the Plan.

          (f)  A majority of the members of the entire Committee shall
constitute a quorum and the actions of a majority of the members of the
Committee in attendance at a meeting at which a quorum is present, or actions by
a written instrument signed by all members of the Committee, shall be the
actions of the Committee.

          (g)  The Committee may consult with counsel who may be counsel to the
Company. The Committee may, with the approval of the Board, employ such other
attorneys and/or consultants, accountants, appraisers, brokers and other persons
as it deems necessary or appropriate. In accordance with Section 11, the
Committee shall not incur any liability for any action taken in good faith in
reliance upon the advice of such counsel or other persons.

          (h)  In serving on the Committee, the members thereof shall be
entitled to indemnification as directors of the Company, and to any limitation
of liability and reimbursement as directors with respect to their services as
members of the Committee.

     3.   SHARES OF STOCK SUBJECT TO THE PLAN. (a) The shares of stock subject
to Options granted under the Plan shall be shares of Stock. Such shares of Stock
subject to the Plan may be either authorized and unissued shares (which will not
be subject to preemptive rights) or previously issued shares acquired by the
Company or any Subsidiary. The total number of shares of Stock that may be
delivered pursuant to Options granted under the Plan is 1,000 shares.

          (b)  Notwithstanding any of the foregoing limitations set forth in
this Section 3, the number of shares of Stock specified in this Section 3 shall
be adjusted as provided in Section 9.

          (c)  Any shares of Stock subject to an Option which for any reason
expires or is terminated or forfeited without having been fully exercised may
again be granted pursuant to an Option under the Plan, subject to the
limitations of this Section 3.

          (d)  If the option exercise price of an Option granted under the Plan
is paid by tendering to the Company shares of Stock already owned by the holder
of such option (or such holder and his or her spouse jointly), only the number
of shares of Stock issued net of the shares of Stock so tendered shall be deemed
delivered for purposes of determining the total number of shares of Stock that
may be delivered under the Plan.

                                       -3-


          (e)  Any shares of Stock delivered under the Plan in assumption or
substitution of outstanding stock options, or obligations to grant future stock
options, under plans or arrangements of an entity other than the Company or an
Affiliate in connection with the Company or an Affiliate acquiring such another
entity, or an interest in such an entity, or a transaction otherwise described
in Section 5(j), shall not reduce the maximum number of shares of Stock
available for delivery under the Plan; PROVIDED, HOWEVER, that the maximum
number of shares of Stock that may be delivered pursuant to Incentive Stock
Options granted under the Plan shall be the number of shares set forth in
paragraph (a) of this Section 3, as adjusted pursuant to paragraphs (b) and (c)
of this Section 3.

     4.   ELIGIBILITY. Executive employees and other employees, including
officers, of the Company and the Affiliates, directors (whether or not also
employees) and/or consultants of the Company and the Affiliates, shall be
eligible to become Optionees and receive Options in accordance with the terms
and conditions of the Plan, subject to the limitations on the granting of ISOs
set forth in Section 5(h).

     5.   TERMS AND CONDITIONS OF STOCK OPTIONS. All Options to purchase Stock
granted under the Plan shall be either ISOs or Options other than ISOs. To the
extent that any Option does not qualify as an ISO (whether because of its
provisions or the time or manner of its exercise or otherwise), such Option, or
the portion thereof which does not so qualify, shall constitute a separate
Option other than an ISO. Each Option shall be subject to all the applicable
provisions of the Plan, including the following terms and conditions, and to
such other terms and conditions not inconsistent therewith as the Committee
shall determine and which are set forth in the applicable Agreement. Options
need not be uniform as to all grants and recipients thereof.

          (a)  The option exercise price per share of shares of Stock subject to
each Option shall be determined by the Committee and stated in the Agreement;
PROVIDED, HOWEVER, that, subject to paragraph (h)(iii) and/or (j) of this
Section 5, if applicable, such option exercise price applicable to any Incentive
Stock Option shall not be less than one hundred percent (100%) of the Fair
Market Value of a share of Stock at the time that the ISO is granted.

          (b)  Each Option shall be exercisable in whole or in such
installments, at such times and under such conditions, as may be determined by
the Committee in its discretion in accordance with the Plan and stated in the
Agreement, and, in any event, over a period of time ending not later than ten
(10) years from the date such Option was granted, subject to paragraph (h)(C) of
this Section 5.

          (c)  An Option shall not be exercisable with respect to a fractional
share of Stock and no fractional shares of Stock shall be issued upon the
exercise of an Option. In addition, an Option must be exercised in whole for the
full number of shares of Stock provided under the Option; PROVIDED, HOWEVER,
that in the event of an IPO, an Option may be exercisable with respect to the
lesser of the number of shares designated by the Board at the time of such IPO
or the full number of shares of Stock then subject to the Option.

                                       -4-


          (d)  Each Option may be exercised by giving Notice to the Company
specifying the number of shares of Stock to be purchased, which shall be
accompanied by payment in full including applicable taxes, if any, in accordance
with Section 8. Payment shall be in any manner permitted by applicable law and
prescribed by the Committee, in its discretion, and set forth in the Agreement.

          (e)  No Optionee or other person shall become the beneficial owner of
any shares of Stock subject to an Option, nor have any rights to dividends or
other rights of a shareholder with respect to any such shares until he or she
has exercised his or her Option in accordance with the provisions of the Plan
and the applicable Agreement.

          (f)  An Option may be exercised only if at all times during the period
beginning with the date of the granting of the Option and ending on the date of
such exercise, the Optionee was an executive, employee, director or consultant
of the Company or an Affiliate, as applicable. Notwithstanding the preceding
sentence, the Committee may determine in its discretion that an Option may be
exercised prior to expiration of such Option following termination of such
continuous employment, directorship or consultancy, whether or not exercisable
at the time of such termination, to the extent provided in the applicable
Agreement.

          (g)  Subject to the terms and conditions and within the limitations of
the Plan, the Committee may modify, extend or renew outstanding Options granted
under the Plan, or accept the surrender of outstanding Options (up to the extent
not theretofore exercised) and authorize the granting of new Options in
substitution therefor (to the extent not theretofore exercised).

          (h)(i) Each Agreement relating to an Option shall state whether such
Option will or will not be treated as an ISO. No ISO shall be granted unless
such Option, when granted, qualifies as an "incentive stock option" under
Section 422 of the Code. No ISO shall be granted to any individual otherwise
eligible to participate in the Plan who is not an employee of the Company or a
Subsidiary on the date of granting of such Option. Any ISO granted under the
Plan shall contain such terms and conditions, consistent with the Plan, as the
Committee may determine to be necessary to qualify such Option as an "incentive
stock option" under Section 422 of the Code. Any ISO granted under the Plan may
be modified by the Committee to disqualify such Option from treatment as an
"incentive stock option" under Section 422 of the Code.

               (ii) Notwithstanding any intent to grant ISOs, an Option granted
          under the Plan will not be considered an ISO to the extent that it,
          together with any other "incentive stock options" (within the meaning
          of Section 422 of the Code, but without regard to subsection (d) of
          such Section) under the Plan and any other "incentive stock option"
          plans of the Company, any Subsidiary and any "parent corporation" of
          the Company within the meaning of Section 424(e) of the Code, are
          exercisable for the first time by any Optionee during any calendar
          year with respect to Stock having an aggregate Fair Market Value in
          excess of $100,000 (or such other limit as may be required by the
          Code) as of the time the Option with

                                       -5-


          respect to such Stock is granted. The rule set forth in the preceding
          sentence shall be applied by taking Options into account in the order
          in which they were granted.

               (iii) No ISO shall be granted to an individual otherwise eligible
          to participate in the Plan who owns (within the meaning of
          Section 424(d) of the Code), at the time the Option is granted, more
          than ten percent (10%) of the total combined voting power of all
          classes of stock of the Company or a Subsidiary or any "parent
          corporation" of the Company within the meaning of Section 424(e) of
          the Code. This restriction does not apply if at the time such ISO is
          granted the Option exercise price per share of Stock subject to the
          Option is at least 110% of the Fair Market Value of a share of Stock
          on the date such ISO is granted, and the ISO by its terms is not
          exercisable after the expiration of five years from such date of
          grant.

          (i)  An Option and any shares of Stock received upon the exercise of
an Option shall be subject to such other transfer and/or ownership restrictions
and/or legending requirements as the Committee may establish in its discretion
and which are specified in the Agreement and may be referred to on the
certificates evidencing such shares of Stock. The Committee may require an
Optionee to give prompt Notice to the Company concerning any disposition of
shares of Stock received upon the exercise of an ISO within: (i) two (2) years
from the date of granting such ISO to such Optionee or (ii) one (1) year from
the transfer of such shares of Stock to such Optionee or (iii) such other period
as the Committee may from time to time determine. The Committee may direct that
an Optionee with respect to an ISO undertake in the applicable Agreement to give
such Notice described in the preceding sentence, at such time and containing
such information as the Committee may prescribe, and/or that the certificates
evidencing shares of Stock acquired by exercise of an ISO refer to such
requirement to give such Notice.

          (j)  In the event that a transaction described in Section 424(a) of
the Code involving the Company or a Subsidiary is consummated, such as the
acquisition of property or stock from an unrelated corporation, individuals who
become eligible to participate in the Plan in connection with such transaction,
as determined by the Committee, may be granted Options in substitution for
options granted by another corporation that is a party to such transaction. If
such substitute Options are granted, the Committee, in its discretion and
consistent with Section 424(a) of the Code, if applicable, and the terms of the
Plan, though notwithstanding paragraph (a) of this Section 5, shall determine
the option exercise price and other terms and conditions of such substitute
Options.

     6.   TRANSFER, LEAVE OF ABSENCE. A transfer of an employee from the Company
to an Affiliate (or, for purposes of any ISO granted under the Plan, a
Subsidiary), or vice versa, or from one Affiliate to another (or in the case of
an ISO, from one Subsidiary to another), and a leave of absence, duly authorized
in writing by the Company or a Subsidiary or Affiliate, shall not be deemed a
termination of employment of the employee for purposes of the Plan or with
respect to any Option (in the case of ISOs, to the extent permitted by the
Code).

                                       -6-


     7.   RIGHTS OF EMPLOYEES AND OTHER PERSONS. (a) No person shall have any
rights or claims under the Plan except in accordance with the provisions of the
Plan and the applicable Agreement.

          (b)  Nothing contained in the Plan or in any Agreement shall be deemed
to (i) give any employee or director the right to be retained in the service of
the Company or any Affiliate nor restrict in any way the right of the Company or
any Affiliate to terminate any employee's employment or any director's
directorship at any time with or without cause or (ii) confer on any consultant
any right of continued relationship with the Company or any Affiliate, or alter
any relationship between them, including any right of the Company or an
Affiliate to terminate its relationship with such consultant.

          (c)  The adoption of the Plan shall not be deemed to give any employee
of the Company or any Affiliate or any other person any right to be selected to
participate in the Plan or to be granted an Option.

          (d)  Nothing contained in the Plan or in any Agreement shall be deemed
to give any employee the right to receive any bonus, whether payable in cash or
in Stock, or in any combination thereof, from the Company or any Affiliate, nor
be construed as limiting in any way the right of the Company or any Affiliate to
determine, in its sole discretion, whether or not it shall pay any employee
bonuses, and, if so paid, the amount thereof and the manner of such payment.

     8.   TAX WITHHOLDING OBLIGATIONS. (a) The Company and/or any Affiliate are
authorized to take whatever actions are necessary and proper to satisfy all
obligations of Optionees (including, for purposes of this Section 8, any other
person entitled to exercise an Option pursuant to the Plan or an Agreement) for
the payment of all Federal, state, local and foreign taxes in connection with
any Options (including, but not limited to, actions pursuant to the following
paragraph (b) of this Section 8).

          (b)  Each Optionee shall (and in no event shall Stock be delivered to
such Optionee with respect to an Option until), no later than the date as of
which the value of the Option first becomes includible in the gross income of
the Optionee for income tax purposes, pay to the Company in cash, or make
arrangements satisfactory to the Company, as determined in the Committee's
discretion, regarding payment to the Company of, any taxes of any kind required
by law to be withheld with respect to the Stock or other property subject to
such Option, and the Company and any Affiliate shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to such Optionee.

     9.   CHANGES IN CAPITAL. (a) The existence of the Plan and any Options
granted hereunder shall not affect in any way the right or power of the Board or
the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company or an
Affiliate, any issue of debt, preferred or prior preference stock ahead of or
affecting Stock, the authorization or issuance of additional shares of Stock,
the dissolution or liquidation of the

                                       -7-


Company or its Affiliates, any sale or transfer of all or part of its assets or
business or any other corporate act or proceeding.

               (b)(i) Upon changes in the outstanding Stock by reason of a stock
dividend, stock split, reverse stock split, subdivision, recapitalization,
reclassification, merger, consolidation (whether or not the Company is a
surviving corporation), combination or exchange of shares of Stock, separation,
or reorganization, or in the event of an extraordinary dividend, "spin-off,"
liquidation, other substantial distribution of assets of the Company or
acquisition of property or stock or other change in capital of the Company, or
the issuance by the Company of shares of its capital stock without receipt of
full consideration therefor, or rights or securities exercisable, convertible or
exchangeable for shares of such capital stock, or any similar change affecting
the Company's capital structure, the aggregate number, class and kind of shares
of stock available under the Plan as to which Options may be granted, the
number, class and kind of shares under each outstanding Option and the exercise
price per share applicable to any such Options shall be appropriately adjusted
by the Committee in its discretion to preserve the benefits or potential
benefits intended to be made available under the Plan or with respect to any
outstanding Options or otherwise necessary to reflect any such change.

                      (ii)  Fractional shares of Stock resulting from any
     adjustment in Options pursuant to Section 9(b)(i) shall be aggregated
     until, and eliminated at, the time of exercise of the affected Options.
     Notice of any adjustment shall be given by the Committee to each Optionee
     whose Option has been adjusted and such adjustment (whether or not such
     Notice is given) shall be effective and binding for all purposes of the
     Plan.

               (c)    (i)   Immediately prior to the earlier of (A) a Change in
Control, (B) an Initial Public Offering, (C) an "Option Redemption" (as
described in the Certificate of Designations), or (D) March 15, 2008, all
outstanding Options shall automatically be accelerated and become immediately
exercisable, as to all of the shares of Stock covered thereby, notwithstanding
anything to the contrary in the Plan or the Agreement.

                      (ii)  In the event of any "Optional Redemption" or a
     "Change in Control Redemption" (as each such term is defined in Section 5
     of the Certificate of Designations), the Optionee will automatically be
     treated as having exercised his or her Option, the Company's or the
     Optionee's election to exercise their rights of redemption, as applicable,
     shall extend to the Stock underlying such Option, and the Option shall be
     canceled immediately following such event. In such event, the Optionee
     shall not be required to make a payment to the Company with respect to the
     deemed exercise of such Option. Rather, such Optionee shall automatically
     receive a cash distribution (net of any applicable withholding obligations
     pursuant to Section 8) equal to the product of the number of shares
     underlying the Option multiplied by the difference between the per share
     redemption price paid by the Company in connection with such redemption and
     the exercise price provided for under the Option. Notwithstanding the
     foregoing, in the event of a Change in Control Redemption where the
     redemption price is not paid in cash, the Optionee will not automatically
     be treated as having exercised his or her Option, but such Option shall be
     exercisable and shall otherwise continue in accordance with its terms.

                                       -8-


                      (iii) In the event of an IPO, each share of Stock
     underlying the Options granted hereunder shall be converted into the number
     of shares of common stock of the Company equal to the quotient of the
     then-effective "Redemption Price" (as such term is defined in the
     Certificate of Designations) divided by the price per share at which shares
     of the Company's common stock are offered in the IPO. The exercise price
     for each share of common stock under the converted option shall be equal to
     the product of the exercise price under the Option prior to the conversion
     multiplied by the quotient of the price per share at which shares of the
     Company's common stock are offered in the IPO divided by the then-effective
     Redemption Price.

                      (iv)  In addition to the foregoing, in the event of any
     other redemption in cash of all of the then outstanding Stock at the
     election of the Company, the terms of which are not covered by the
     Certificate of Designations, (A) the Option shall automatically be
     accelerated and become immediately exercisable, as to all of the shares of
     Stock covered thereby, and (B) the Company shall give the Optionee
     reasonable advance notice of its intent to redeem the Stock, the details
     relating to the terms of such redemption and an opportunity for the
     Optionee to exercise his Option and participate in the redemption on the
     same terms as applicable to the other shareholders whose Stock is being
     redeemed pursuant to such redemption. In the event that the Optionee does
     not exercise his or her Option pursuant to such redemption, such Option
     shall otherwise continue in accordance with its terms, but shall not be
     exercisable until a subsequent exercise triggering event described in this
     Section 9(c).

                      (v)   In its discretion, and on such terms and conditions
     as it deems appropriate, the Committee may provide, either by the terms of
     the Agreement applicable to any Option or by resolution adopted prior to
     the occurrence of a Change in Control, that any outstanding Option shall be
     adjusted by substituting for each share of Stock subject to such Option
     stock or other securities of the surviving corporation or any successor
     corporation to the Company, or a parent or subsidiary thereof, or that may
     be issuable by another corporation that is a party to the transaction
     resulting in the Change in Control, whether or not such stock or other
     securities are publicly traded, in which event, the aggregate exercise
     price of the Option shall remain the same and the amount of shares or other
     securities subject to the Option shall be the amount of shares or other
     securities which could have been purchased on the closing date or
     expiration date of such transaction with the proceeds which would have been
     received by the Optionee if the Option had been exercised in full (or with
     respect to a portion of such Option, as determined by the Committee, in its
     discretion) prior to such transaction or expiration date and the Optionee
     exchanged all of such shares in the Change in Control transaction.

                      (vi)  Upon the exercise of an Option pursuant to this
     Section 9(c), the Optionee shall receive a cash (or, in the case of an IPO
     described under Section 9(c)(iii), stock) payment equal to the cash value
     of all of the dividends (as provided under Section 3 of the Certificate of
     Designations) that would have been paid with respect to the shares of Stock
     received upon exercise of the Option as if the Optionee actually owned such
     Stock from the date of grant through the date of such exercise.

                                       -9-


Notwithstanding the foregoing, in no event may any Option be exercised after ten
(10) years from the date it was originally granted.

     10.  MISCELLANEOUS PROVISIONS. (a) The Plan shall be unfunded. The Company
shall not be required to establish any special or separate fund or to make any
other segregation of assets to assure the issuance of shares of Stock or the
payment of cash upon exercise or payment of any Option. Proceeds from the sale
of shares of Stock pursuant to Options granted under the Plan shall constitute
general funds of the Company.

          (b)  Except as otherwise provided in this paragraph (b) of Section 10
or by the Committee, an Option by its terms shall be personal and may not be
sold, transferred, pledged, assigned, encumbered or otherwise alienated or
hypothecated otherwise than by will or by the laws of descent and distribution
and shall be exercisable during the lifetime of an Optionee only by him or her.
An Agreement may permit the exercise or payment of an Optionee's Option (or any
portion thereof) after his or her death by or to the beneficiary most recently
named by such Optionee in a written designation thereof filed with the Company,
or, in lieu of any such surviving beneficiary, as designated by the Optionee by
will or by the laws of descent and distribution. In the event any Option is
exercised by the executors, administrators, heirs or distributees of the estate
of a deceased Optionee, or such an Optionee's beneficiary, or the transferee of
an Option, in any such case pursuant to the terms and conditions of the Plan and
the applicable Agreement and in accordance with such terms and conditions as may
be specified from time to time by the Committee, the Company shall be under no
obligation to issue Stock thereunder unless and until the Committee is satisfied
that the person or persons exercising such Option is the duly appointed legal
representative of the deceased Optionee's estate or the proper legatee or
distributee thereof or the named beneficiary of such Optionee, or the valid
transferee of such Option, as applicable.

          (c)  (i) If at any time the Committee shall determine, in its
discretion, that the listing, registration and/or qualification of shares of
Stock upon any securities exchange or under any state or Federal or foreign law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the sale or purchase of
shares of Stock hereunder, no Option may be granted, exercised or paid in whole
or in part unless and until such listing, registration, qualification, consent
and/or approval shall have been effected or obtained, or otherwise provided for,
free of any conditions not acceptable to the Committee.

               (ii)  If at any time counsel to the Company shall be of the
          opinion that any sale or delivery of shares of Stock pursuant to an
          Option is or may be in the circumstances unlawful or result in the
          imposition of excise taxes on the Company or any Affiliate under the
          statutes, rules or regulations of any applicable jurisdiction, the
          Company shall have no obligation to make such sale or delivery, or to
          make any application or to effect or to maintain any qualification or
          registration under the Securities Act, or otherwise with respect to
          shares of Stock or Options and the right to exercise any Option shall
          be suspended until, in the opinion of such counsel, such sale or
          delivery shall be lawful or will not result in the imposition of
          excise taxes on the Company or any Affiliate.

                                      -10-


               (iii) Upon termination of any period of suspension under this
          Section 10(c), any Option affected by such suspension which shall not
          then have expired or terminated shall be reinstated as to all shares
          available before such suspension and as to the shares which would
          otherwise have become available during the period of such suspension,
          but no suspension shall extend the term of any Option.

          (d)  The Committee may require each person receiving Stock in
connection with any Option under the Plan to represent and agree with the
Company in writing that such person is acquiring the shares of Stock for
investment without a view to the distribution thereof. The Committee, in its
absolute discretion, may impose such restrictions on the ownership and
transferability of the shares of Stock purchasable or otherwise receivable by
any person under any Option as it deems appropriate. Any such restrictions shall
be set forth in the applicable Agreement, and the certificates evidencing such
shares may include any legend that the Committee deems appropriate to reflect
any such restrictions.

          (e)  By accepting any benefit under the Plan, each Optionee and each
person claiming under or through such Optionee shall be conclusively deemed to
have indicated their acceptance and ratification of, and consent to, all of the
terms and conditions of the Plan and any action taken under the Plan by the
Committee, the Company or the Board, in any case in accordance with the terms
and conditions of the Plan.

          (f)  In the discretion of the Committee, an Optionee may elect
irrevocably (at a time and in a manner determined by the Committee) prior to
exercising an Option that delivery of shares of Stock upon such exercise shall
be deferred until a future date and/or the occurrence of a future event or
events, specified in such election. Upon the exercise of any such Option and
until the delivery of any deferred shares under this paragraph (f) of Section
10, the number of shares otherwise issuable to the Optionee shall be credited to
a memorandum account in the records of the Company or its designee and any
dividends or other distributions payable on such shares shall be deemed
reinvested in additional shares of Stock, in a manner determined by the
Committee, until all shares of Stock credited to such Optionee's memorandum
account shall become issuable pursuant to the Optionee's election.

          (g)  The Committee may, in its discretion, extend one or more loans to
Optionees who are directors, key employees or consultants of the Company or an
Affiliate in connection with the exercise or receipt of an Option granted to any
such individual. The terms and conditions of any such loan shall be established
by the Committee.

          (h)  Neither the adoption of the Plan nor anything contained herein
shall affect any other compensation or incentive plans or arrangements of the
Company or any Affiliate, or prevent or limit the right of the Company or any
Affiliate to establish any other forms of incentives or compensation for their
directors, employees or consultants or grant or assume options or other rights
otherwise than under the Plan.

          (i)  The Plan shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to such state's conflict of
law provisions, and, in any event, except as superseded by applicable Federal
law.

                                      -11-


          (j)  The words "Section," "subsection" and "paragraph" herein shall
refer to provisions of the Plan, unless expressly indicated otherwise. Wherever
any words are used in the Plan or any Agreement in the masculine gender they
shall be construed as though they were also used in the feminine gender in all
cases where they would so apply, and wherever any words are used herein in the
singular form they shall be construed as though they were also used in the
plural form in all cases where they would so apply.

          (k)  The Company shall bear all costs and expenses incurred in
administering the Plan, including expenses of issuing Stock pursuant to any
Options granted hereunder.

     11.  LIMITS OF LIABILITY. (a) Any liability of the Company or an Affiliate
to any Optionee with respect to any Option shall be based solely upon
contractual obligations created by the Plan and the Agreement.

          (b)  None of the Company, any Affiliate, any member of the Committee
or the Board or any other person participating in any determination of any
question under the Plan, or in the interpretation, administration or application
of the Plan, shall have any liability, in the absence of bad faith, to any party
for any action taken or not taken in connection with the Plan, except as may
expressly be provided by statute.

     12.  AMENDMENTS AND TERMINATION. The Board may, at any time and with or
without prior notice, amend, alter, suspend or terminate the Plan, retroactively
or otherwise; PROVIDED, HOWEVER, unless otherwise required by law or
specifically provided herein, no such amendment, alteration, suspension or
termination shall be made which would impair the previously accrued rights of
any holder of an Option theretofore granted without his or her written consent,
or which, without first obtaining approval of the stockholders of the Company
(where such approval is necessary to satisfy (i) any applicable requirements
under the Code relating to ISOs; or (ii) any other applicable law, regulation or
rule), would:

          (a)  except as is provided in Section 9, increase the maximum number
               of shares of Stock which may be sold or awarded under the Plan;

          (b)  except as is provided in Section 9, decrease the minimum option
               exercise price requirements of Section 5(a);

          (c)  change the class of persons eligible to receive Options under the
               Plan; or

          (d)  extend the duration of the Plan or the period during which
               Options may be exercised under Section 5(b).

The Committee may amend the terms of any Option theretofore granted, including
any Agreement, retroactively or prospectively, but no such amendment shall
impair the previously accrued rights of any Optionee without his or her written
consent.

     13.  DURATION. Following the adoption of the Plan by the Board, the Plan
shall become effective as of the date on which it is approved by the holders of
a majority of the Company's

                                      -12-


outstanding common stock which is present and voted at a meeting, or by
written consent in lieu of a meeting, which approval must occur within the
period ending twelve (12) months after the date the Plan is adopted by the
Board. The Plan shall terminate upon the earliest to occur of:

          (a)  the effective date of a resolution adopted by the Board
               terminating the Plan;

          (b)  the date all shares of Stock subject to the Plan are delivered
               pursuant to the Plan's provisions; or

          (c)  ten (10) years from the date the Plan is approved by the
               Company's stockholders.

No Option may be granted under the Plan after the earliest to occur of the
events or dates described in the foregoing paragraphs (a) through (c) of this
Section 13; HOWEVER, Options theretofore granted may extend beyond such date.

No such termination of the Plan shall affect the previously accrued rights of
any Optionee hereunder and all Options previously granted hereunder shall
continue in force and in operation after the termination of the Plan, except as
they may be otherwise terminated in accordance with the terms of the Plan or the
Agreement.

     14.  DEFINITIONS. As used in the Plan, the following capitalized terms
shall have the meanings set forth below:

          (a)  "AFFILIATE" - other than the Company, (i) any corporation or
limited liability company in an unbroken chain of corporations or limited
liability companies ending with the Company if each corporation or limited
liability company owns stock or membership interests (as applicable) possessing
more than fifty percent (50%) of the total combined voting power of all classes
of stock in one of the other corporations or limited liability companies in such
chain; (ii) any corporation, trade or business (including, without limitation, a
partnership or limited liability company) which is more than fifty percent (50%)
controlled (whether by ownership of stock, assets or an equivalent ownership
interest or voting interest) by the Company or one of its Affiliates; or (iii)
any other entity, approved by the Committee as an Affiliate under the Plan, in
which the Company or any of its Affiliates has a material equity interest.

          (b)  "AGREEMENT" - a written stock option award agreement
evidencing an Option, as described in Section 2(e).

          (c)  "BOARD" - the Board of Directors of the Company.

          (d)  "CERTIFICATE OF DESIGNATIONS" - the Certificate of
Designations, Preferences and Relative, Participating, Option and Other Special
Rights of Preferred Stock and Qualifications, Limitations and Restrictions
Thereof of 18% Senior Convertible Redeemable Series D Preferred Stock of
APCOA/Standard Parking, Inc.

                                      -13-


          (e)  Unless otherwise determined by the Committee and set forth in the
applicable Agreement, "CHANGE IN CONTROL" shall mean a Change in Control as
defined in the Certificate of Designations.

          (f)  "CODE" - the Internal Revenue Code of 1986, as it may be amended
from time to time, including regulations and rules thereunder and successor
provisions and regulations and rules thereto.

          (g)  "COMMITTEE" - the Chairman of the Board, or such Board committee
as may be designated by the Board to administer the Plan.

          (h)  "COMPANY" - APCOA/Standard Parking Inc., a Delaware corporation,
or any successor entity.

          (i)  "EFFECTIVE DATE" - the date on which the Plan is effective, as
determined pursuant to Section 13.

          (j)  "EXCHANGE ACT" - the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

          (k)  "FAIR MARKET VALUE" - of a share of Stock as of a given date
shall be the fair market value of a share of Stock as determined by the Board in
its sole discretion by such reasonable valuation method as the Board shall, in
its discretion, select and apply in good faith on a given date; PROVIDED,
HOWEVER, that for purposes of paragraphs (a) and (h) of Section 5, such fair
market value shall be determined subject to Section 422(c)(7) of the Code;
PROVIDED FURTHER, HOWEVER, that (i) if the Stock is listed or admitted on a
national securities exchange, Fair Market Value on any date shall be the last
sale price reported for a share of Stock on such exchange on such date or on the
last date preceding such date on which a sale was reported, or (ii) if the Stock
is not then listed or admitted on such an exchange, but is admitted to quotation
on the Nasdaq National Market (or any successor or similar quotation system
regularly reporting the market value of the Stock in the over-the-counter
market), Fair Market Value on any date shall be the mean of the closing
representative bid and asked prices for the Stock on such date or on the last
date preceding such date on which a sale was reported.

          (l)  "IPO" or "INITIAL PUBLIC OFFERING" - an initial public offering
of shares of common stock, par value $0.01, of the Company registered under the
Securities Act, whether for the sale of shares of the Company's common stock by
the Company or by stockholders of the Company.

          (m)  "IPO REDEMPTION" - an IPO Redemption as defined in the
Certificate of Designations.

          (l)  "ISO" or "INCENTIVE STOCK OPTION" - a right to purchase Stock
granted to an Optionee under the Plan in accordance with the terms and
conditions set forth in Section 5 and which conforms to the applicable
provisions of Section 422 of the Code.

                                      -14-


          (m)  "NOTICE" - written notice actually received by the Company at its
executive offices on the day of such receipt, if received on or before 1:30
p.m., on a day when the Company's executive offices are open for business, or,
if received after such time, such notice shall be deemed received on the next
such day, which notice may be delivered in person to the Chairman of the Board
or sent to the Company in accordance with the Agreement at the address indicated
in such Agreement.

          (n)  "OPTION" - a right to purchase Stock granted to an Optionee under
the Plan in accordance with the terms and conditions set forth in Section 5.
Options may be either ISOs or stock options other than ISOs.

          (o)  "OPTIONEE" - an individual who is eligible, pursuant to
Section 4, and who has been selected, pursuant to Section 2(c), to participate
in the Plan, and who holds an outstanding Option granted to such individual
under the Plan in accordance with the terms and conditions set forth in
Section 5.

          (p)  "PERSON" - an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.

          (q)  "PLAN" - this APCOA/Standard Parking, Inc. 2001 Stock Option
Plan.

          (r)  "SECURITIES ACT" - the Securities Act of 1933, as it may be
amended from time to time, including the regulations and rules promulgated
thereunder and successor provisions and regulations and rules thereto.

          (s)  "STOCK" - the 18% Senior Convertible Redeemable Series D
Preferred Stock due 2008 of the Company.

          (t)  "SUBSIDIARY" - any present or future corporation which is or
would be a "subsidiary corporation" of the Company as the term is defined in
Section 424(f) of the Code.

                                      -15-

EX-10.29

                                                                  EXECUTION COPY

- --------------------------------------------------------------------------------

                               EXCHANGE AGREEMENT

                                 by and between

                                AP HOLDINGS, INC.

                                       and

                          APCOA/STANDARD PARKING, INC.

                                   dated as of

                                 MARCH 11, 2002

- --------------------------------------------------------------------------------



EXCHANGE AGREEMENT (this "AGREEMENT"), dated as of March 11, 2002, by and
between AP Holdings, Inc. ("AP HOLDINGS"), a Delaware corporation, and
APCOA/Standard Parking, Inc. ("ASP"), a Delaware corporation.

                              W I T N E S S E T H:
                              - - - - - - - - - -

        WHEREAS, AP Holdings is the record and beneficial owner of 39.6213
shares of Series C Preferred Stock (the "SERIES C PREFERRED"), par value $0.01,
of ASP;

        WHEREAS, ASP has designated and authorized for issuance shares of its
Series D Preferred Stock (the "SERIES D PREFERRED"), par value $0.01;

        WHEREAS, the parties desire that AP Holdings exchange (the "EXCHANGE")
5.8373 shares of Series C Preferred (the "EXCHANGED SHARES") representing
$8,800,000 Aggregate Liquidation Preference (as such term is defined in the
Certificate of Designation of the Series C Preferred) for 500 shares of newly
issued Series D Preferred, representing $5,000,000 aggregate Liquidation Amount
(as such term is defined in the Certificate of Designation of the Series D
Preferred);

        WHEREAS, Steamboat Holdings, Inc. ("STEAMBOAT"), owner of all of the
outstanding common stock of AP Holdings, intends to restructure certain of its
obligations, and as part of such restructuring desires that AP Holdings
participate in the Exchange;

        WHEREAS, the Exchange is in furtherance of the continuing activities of
each of Steamboat, AP Holdings and ASP to restructure their outstanding
indebtedness; and

        WHEREAS, the board of directors of each of AP Holdings and ASP have
determined that the Exchange is advisable and in the best interest of the
respective party.

            NOW, THEREFORE, IT IS AGREED:

                                ARTICLE I

                         TRANSFER OF SHARES

        Section 1.1 ISSUANCE OF SERIES D PREFERRED. Upon the terms set forth in
this Agreement, ASP agrees to issue to AP Holdings 500 fully paid and
nonassessable shares of Series D Preferred.

        Section 1.2 EXCHANGE OF THE SERIES C PREFERRED. In exchange for the
Series D Preferred being issued to AP Holdings as above described, AP Holdings
shall, concurrent with such issuance of Series D Stock, deliver to ASP 5.8373
shares of Series C Preferred.

        Section 1.3 MECHANICS OF EXCHANGE. Simultaneously herewith, AP Holdings
shall deliver the certificates representing shares of Series C Preferred duly
endorsed in blank or accompanied by stock powers duly endorsed in blank, with
all necessary transfer tax and other revenue stamps, acquired at ASP's expense,
affixed and canceled. AP Holdings agrees to cure any deficiencies with respect
to the endorsement of such certificates or with respect to the stock



power accompanying any such certificates. If less than all of the shares of
Series C Preferred represented by a certificate delivered for exchange are to be
exchanged, ASP shall, contemporaneous with the delivery of the shares of Series
D Preferred, deliver a new certificate in the name of AP Holdings representing
the shares of Series C Preferred not so delivered for exchange.

                                   ARTICLE II

                      REPRESENTATIONS AND WARRANTIES OF ASP

        ASP represents, warrants and agrees as follows:

        Section 2.1 ORGANIZATION. ASP is a corporation duly organized, validly
existing and in good standing under the laws of the state of Delaware, has all
necessary corporate powers to own its properties and to carry on its business as
now owned and operated by it, is duly qualified to do business and is in good
standing in any jurisdiction where its business requires qualification.

        Section 2.2 DUE AUTHORIZATION. ASP has the requisite corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. The execution, delivery and performance of this Agreement by ASP have
been duly authorized and approved by its Board of Directors and no other
corporate action is necessary to authorize the execution, delivery and
performance of this Agreement by ASP.

        Section 2.3 ENFORCEABILITY. This Agreement has been, and all other
instruments and agreements to be executed and delivered by ASP as contemplated
hereby when delivered in accordance with the terms hereof, assuming the due
execution and delivery of this Agreement by AP Holdings, has been duly executed
and delivered by ASP and shall be a valid and binding obligation of ASP,
enforceable against ASP in accordance with its terms, except to the extent that
its enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and to general equitable principles.

        Section 2.4 CONSENTS AND APPROVALS. The execution and delivery of this
Agreement by ASP and the consummation by ASP of the transactions contemplated
hereby will not, with or without the giving of notice or the passage of time or
both: (i) violate any provision of the charter or by-laws (or other relevant
governing documents or agreements, including partnership agreements) of ASP or
its subsidiaries; (ii) violate any statute, ordinance, rule, regulation
(together referred to herein as "Laws"), judgment, order or decree (together
referred to herein as "Orders") of any court or of any governmental or
regulatory body, agency or authority (each, a "GOVERNMENTAL AUTHORITY") or
arbitrator applicable to ASP or any of its subsidiaries or by which any of their
respective properties or assets may be bound; or, (iii) result in a violation or
breach of, conflict with, constitute a default (or give rise to any right of
termination, cancellation, payment or acceleration) under, or result in the
creation of any Lien upon any of the properties or assets of ASP or any of its
subsidiaries under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, franchise, permit, agreement, lease,
franchise agreement or other instrument or obligation to which ASP or any of its
subsidiaries is a party, or by which it or any of their respective properties or
assets are bound, except, in the case of (iii)



above, for such violations, breaches, conflicts or defaults that would not have
a material adverse effect on (x) the financial condition of ASP and its
subsidiaries, taken as a whole, or (y) the ability of ASP to consummate the
transactions contemplated hereby or to perform its obligations hereunder.

        Section 2.5 NO VIOLATIONS. No consent, approval or action of, filing
with or notice to any Governmental Authority or private third party is necessary
or required under any of the terms, conditions or provisions of any Law or Order
of any Governmental Authority, any license or any note, bond, mortgage,
indenture, agreement, contract, lease, franchise or other instrument or
obligation to which ASP or any of its subsidiaries is a party or by which any of
them or any of their respective assets or properties are bound for the execution
and delivery of this Agreement by ASP, or the performance by ASP of its
obligations hereunder or the consummation of the transactions contemplated
hereby.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF AP HOLDINGS

AP Holdings represents, warrants and agrees as follows:

        Section 3.1 EXISTENCE AND GOOD STANDING; POWER AND AUTHORITY. AP
Holdings is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. AP Holdings has the corporate power and
authority to enter into, execute and deliver this Agreement and perform its
obligations hereunder. The execution, delivery and performance of this Agreement
by AP Holdings have been duly authorized and approved by its Board of Directors
and no other corporate action is necessary to authorize the execution, delivery
and performance of this Agreement by AP Holdings. This Agreement has been duly
executed and delivered by AP Holdings and, assuming the due execution and
delivery hereof by ASP, this Agreement constitutes a valid and binding
obligation of AP Holdings, enforceable against AP Holdings in accordance with
its terms, except to the extent that its enforceability may be subject to
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
effecting the enforcement of creditors' rights generally and to general
equitable principles.

        Section 3.2 OWNERSHIP OF SHARES. AP Holdings is the lawful owner,
beneficially and of record, of the Exchanged Shares, free and clear of all
Liens. AP Holdings has full legal right, power and authority to enter into this
Agreement and to exchange, assign, transfer and convey the Exchanged Shares
pursuant to this Agreement and the delivery to ASP of the Exchanged Shares
pursuant to the provisions of this Agreement will transfer to ASP good and valid
title thereto, free and clear of all Liens.

        Section 3.3 CONSENTS AND APPROVALS. The execution and delivery of this
Agreement by AP Holdings and the consummation by AP Holdings of the transactions
contemplated hereby will not, with or without the giving of notice or the
passage of time or both: (i) violate any provision of the charter or by-laws (or
other relevant governing documents or agreements, including partnership
agreements) of AP Holdings or its subsidiaries; (ii) violate any Law or Order of
any Governmental Authority or arbitrator applicable to AP Holdings or any of its
subsidiaries or by which any of their respective properties or assets may be
bound; or, (iii) result



in a violation or breach of, conflict with, constitute a default (or give rise
to any right of termination, cancellation, payment or acceleration) under, or
result in the creation of any Lien upon any of the properties or assets of AP
Holdings or any of its subsidiaries under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, franchise, permit,
agreement, lease, franchise agreement or other instrument or obligation to which
AP Holdings or any of its subsidiaries is a party, or by which it or any of
their respective properties or assets are bound, except, in the case of (iii)
above, for such violations, breaches, conflicts or defaults that would not have
a material adverse effect on (x) the financial condition of AP Holdings and its
subsidiaries, taken as a whole, or (y) the ability of AP Holdings to consummate
the transactions contemplated hereby or to perform its obligations hereunder.

        Section 3.4 NO VIOLATIONS. No consent, approval or action of, filing
with or notice to any Governmental Authority or private third party is necessary
or required under any of the terms, conditions or provisions of any Law or Order
of any Governmental Authority, any license or any note, bond, mortgage,
indenture, agreement, contract, lease, franchise or other instrument or
obligation to which AP Holdings or any of its subsidiaries is a party or by
which any of them or any of their respective assets or properties are bound for
the execution and delivery of this Agreement by AP Holdings, or the performance
by AP Holdings of its obligations hereunder or the consummation of the
transactions contemplated hereby.

        Section 3.5 INVESTMENT Intent. AP Holdings will acquire the Shares for
its own account for investment and not with a view toward any resale or
distribution thereof, PROVIDED, that the disposition of AP Holdings' property
shall at all times remain within the sole control of AP Holdings.

                                   ARTICLE IV

                                 MISCELLANEOUS

        Section 4.1 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns and shall inure to the benefit of each party and its respective
successors, participants and assigns.

        Section 4.2 GOVERNING LAW. The interpretation and construction of this
Agreement, and all matters relating hereto, shall be governed by the laws of the
State of New York applicable to agreements executed and to be performed solely
within such State.

        Section 4.3 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.

        Section 4.4 AMENDMENTS. This Agreement may be changed or terminated and
any provision of this Agreement can be waived, amended, supplemented or modified
only by written agreement of AP Holdings and ASP.

                            [Signature page follows]



IN WITNESS WHEREOF, each of the parties hereto has caused its corporate name to
be hereunto subscribed by its officer thereunto duly authorized all as of the
day and year first above written.

                                         AP HOLDINGS, INC.

                                         By:
                                            -------------------------------
                                            Name:
                                            Title:

                                         APCOA/STANDARD PARKING, INC.

                                         By:
                                            -------------------------------
                                            Name:
                                            Title:

EX-10.30

================================================================================

                        EXCHANGE AND AMENDMENT AGREEMENT

                                 BY AND BETWEEN

                          APCOA/STANDARD PARKING, INC.

                                       AND

                                  FIDUCIA LTD.

                          Dated as of November 20, 2001

================================================================================



                        EXCHANGE AND AMENDMENT AGREEMENT

             EXCHANGE AND AMENDMENT AGREEMENT (this "AGREEMENT") dated as of
November 20, 2001 (the "Closing Date"), by and between APCOA/STANDARD PARKING,
INC. (the "COMPANY"), a corporation organized under the laws of Delaware, and
Fiducia Ltd. ("FIDUCIA"), a company organized under the laws of Bermuda.

                              W I T N E S S E T H:
                              - - - - - - - - - -

             WHEREAS, the Company proposes to offer to exchange (the "EXCHANGE
OFFER") pursuant to an Offering Circular (as defined herein) (a) $50.0 million
(with a minimum of $45.5 million and a maximum of $65.0 million) of its newly
issued 14% Senior Subordinated Second Lien Notes due 2006 (the "NEW NOTES") for
the Company's outstanding 9 1/4% Senior Subordinated Notes due 2008 (the "9 1/4%
NOTES") plus $506.90 additional cash to the Company per $1,000 of aggregate
principal amount of 9 1/4% Notes tendered (subject to adjustment as described in
the Offering Circular) or, alternatively, (b) 0.1 shares of its 18% Senior
Convertible Redeemable Preferred Stock (the "PREFERRED STOCK") per $1,000 of
aggregate principal amount of 9 1/4% Notes tendered;

             WHEREAS, the Company seeks to amend the Indenture, dated as of
March 30, 1998, between the Company, the guarantors named therein and State
Street Bank and Trust Company, as trustee, (the "INDENTURE") governing the terms
of its 9 1/4% Notes (the "AMENDMENTS") by soliciting the consents of holders of
its 9 1/4% Notes to amend the Indenture (the "CONSENT SOLICITATION");

             WHEREAS, Fiducia owns and has power to dispose of $35.0 million of
the 9 1/4% Notes (the "SUBJECT NOTES");

             WHEREAS, Fiducia desires that the Company undertake the Exchange
Offer and the Consent Solicitation; and

             WHEREAS, the execution of this Agreement by Fiducia and the Company
is a condition precedent to the making of the Exchange Offer and the Consent
Solicitation by the Company.

             NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:



                                    ARTICLE I

                                   DEFINITIONS

             Section 1.1 GENERALLY. For purposes of this Agreement, capitalized
terms used and not defined herein shall have the respective meanings ascribed to
them in the Offering Circular.

             Section 1.2 DEFINITIONS

             "LIEN" shall mean, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).

             "OFFERING CIRCULAR" shall mean that Offering Circular and Consent
Solicitation dated November 20, 2001 and accompanying documentation which sets
forth the terms of the Exchange Offer and Consent Solicitation, substantially in
the form provided to Fiducia on the date hereof.

             "PERMIT" shall mean all federal, state, local and foreign permits,
approvals, licenses, authorizations, certificates, rights, exemptions and orders
from Governmental Entities.

             "PERSON" shall mean and include an individual, a partnership, a
limited liability partnership, a joint venture, a corporation, an association, a
joint stock company, a limited liability company, a trust, an unincorporated
organization, a group, a government or other department or agency or political
subdivision thereof or any other entity.

             "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF FIDUCIA

             Fiducia hereby represents and warrants to the Company as of the
Closing Date as follows:

             Section 2.1 DUE ORGANIZATION, ETC. Fiducia is duly organized and
validly existing under the laws of the jurisdiction of its incorporation or
organization. Fiducia further represents and warrants to, and covenants with,
the Company that (i) Fiducia has full right, power, authority and capacity to
enter into this Agreement and to consummate the transactions contemplated
hereby, and (ii) upon the execution and delivery of this Agreement, this
Agreement shall constitute a valid and binding obligation of Fiducia,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,

                                       -2-


moratorium or similar laws affecting creditors' and contracting parties' rights
generally and except as enforceability may be subject to general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).

             Section 2.2 OWNERSHIP OF FIDUCIA. Fiducia, or its affiliates,
beneficially owns the Subject Notes. Fiducia has sole power of disposition with
respect to the Subject Notes with no limitations, qualifications or restrictions
on such rights, subject only to applicable securities laws and the terms of this
Agreement.

             Section 2.3 POWER TO DISPOSE AND CONSENT. Fiducia represents that
it has all necessary power and authority to dispose of the Subject Notes
pursuant to the Exchange Offer and to consent to the Amendments pursuant to the
Consent Solicitation.

             Section 2.4 NO CONFLICTS. None of the execution and delivery of
this Agreement by Fiducia, the consummation by Fiducia of the transactions
contemplated hereby or compliance by Fiducia with any of the provisions hereof
shall (i) conflict with or result in any breach of any applicable organizational
documents applicable to Fiducia, (ii) result in, or give rise to, a violation or
breach of, or constitute (with or without notice or lapse of time or both) a
default under any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind to which Fiducia is a
party or by which Fiducia or any of the Subject Notes, properties or assets may
be bound, or (iii) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to Fiducia or any of Fiducia's properties
or assets.

             Section 2.5 NO FINDER'S FEES. No broker, investment banker,
financial advisor or other Person is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of
Fiducia.

             Section 2.6 NO ENCUMBRANCES. The Subject Notes and the certificates
representing the Subject Notes are now, and at all times during the term hereof
will be, held by Fiducia, or by a nominee or custodian for the benefit of
Fiducia, free and clear of all Liens except for any such encumbrances or proxies
arising hereunder. The transfer by Fiducia of the Subject Notes to the Company
pursuant to this Agreement shall pass to and unconditionally vest in the Company
good and valid title to all of the Subject Notes, free and clear of all claims,
Liens, restrictions, limitations and encumbrances whatsoever, other than any
such encumbrances created by the Company.

             Section 2.7 INVESTMENT INTENT. This Agreement is made with Fiducia
in reliance upon Fiducia's representations to the Company, which, by Fiducia's
execution of this Agreement Fiducia hereby confirms, that the Preferred Stock to
be received by Fiducia in exchange for the Subject Notes will be acquired for
investment for Fiducia's own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof, and that Fiducia has no
present intention of selling, granting any participation in, or otherwise
distributing the same. By executing this Agreement, Fiducia further represents
that it does not have any contract,

                                       -3-


undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to the
Preferred Stock.

             Section 2.8 RELIANCE ON REPRESENTATIONS. Fiducia understands that
the Preferred Stock is not registered under the Securities Act on the ground
that the sale provided for in the Exchange Offer and the issuance of securities
thereunder is exempt from registration under the Securities Act pursuant to
Section 4(2) thereof, and that the Company's reliance on such exemption is
predicated on Fiducia's representations set forth herein. Fiducia realizes that
the basis for the exemption may not be present if, notwithstanding such
representations, Fiducia has in mind merely acquiring shares of the Preferred
Stock for a fixed or determinable period in the future, or for a market rise, or
for sale if the market does not rise. Fiducia has no such intention.

             Section 2.9 EXPERIENCED INVESTOR. Fiducia represents that it is
experienced in evaluating and investing in private placement transactions of
securities and acknowledges that it is able to fend for itself, can bear the
economic risk of such investment, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the investment in the Preferred Stock. Fiducia also represents that it
has not been organized for the purpose of acquiring the Preferred Stock.

             Section 2.10 ACCREDITED INVESTOR. Fiducia represents that it is an
institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act.

             Section 2.11 RESTRICTED SECURITY. Fiducia represents and
acknowledges that the Preferred Stock may not be sold, transferred, or otherwise
disposed of without registration under the Securities Act or an exemption
therefrom and that in the absence of an effective registration statement
covering the Preferred Stock or an available exemption from registration under
the Securities Act, the Preferred Stock must be held indefinitely. Fiducia
represents and acknowledges that the Preferred Stock will bear a legend
substantially in the form set forth in the Offering Circular. Fiducia represents
and acknowledges that the Company will be under no obligation to register the
Preferred Stock under the Securities Act, and that the Company does not
currently intend to register the Preferred Stock except to the extent set forth
in the Offering Circular and the Certificate of Designation of the Preferred
Stock.

             Section 2.12 NO APPROVAL. Fiducia further represents and
acknowledges that the offer and sale of the Preferred Stock has not been
approved or disapproved by the U.S. Securities and Exchange Commission or any
other federal or state office or agency, nor will such offer and sale be
approved by any such agency at the time of the consummation of the Exchange
Offer and Consent Solicitation.

             Section 2.13 FULL INFORMATION. Fiducia represents and acknowledges
that it has had an opportunity to ask questions of and receive answers from
representatives of the Company concerning the terms of the Preferred Stock, the
Exchange Offer and the Consent Solicitation, and all such questions have been
answered to full satisfaction of Fiducia. Fiducia understands that no person
other than the Company has been authorized to make any representation or
warranty other than as contained in the Offering Circular and, if made, such
representation may

                                       -4-


not be relied on unless it is made in writing and signed by the Company. The
Company has not rendered any investment or tax advice to Fiducia with respect to
the suitability of an investment in the Preferred Stock or the tax consequences
thereof. The Company has urged Fiducia to consult its own tax advisor concerning
any tax matters relating to this investment.

             Section 2.14 SUBJECT TO TERMS OF EXCHANGE OFFER. Fiducia represents
and acknowledges that the terms of the Preferred Stock and the Exchange Offer
are subject in all respects to the terms relating to the Preferred Stock and the
Exchange Offer set forth in the Company's Offering Circular, substantially in
the form attached hereto.

             Section 2.15 SOLE CONSIDERATION. Fiducia represents that the only
consideration it will receive from the Company for entering into this Agreement
and for the consummation of the transactions described herein will be the
Preferred Stock it receives pursuant to the terms of the Exchange Offer.

             Section 2.16 NON-AFFILIATE. Fiducia represents that it is not under
common control with the Company, and does not possess direct or indirect power
to direct the management or policies of the Company, whether through voting
securities, agreement or otherwise.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

             The Company represents and warrants to Fiducia as of the Closing
Date as follows:

             Section 3.1 DUE ORGANIZATION. The Company is a company duly
organized and validly existing under the laws of the jurisdiction of its
incorporation or organization. The Company has all necessary power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby, including the issuance of the Preferred Stock.

             Section 3.2 DUE AUTHORIZATION. All corporate action on the part of
the Company, its officers and directors necessary for the authorization,
execution and delivery of this Agreement has been taken or will be taken prior
to the Closing Date. All corporate action on the part of the Company, its
officers, directors and stockholders necessary for the authorization, issuance,
sale and delivery of the Preferred Stock being sold hereunder has been taken or
will be taken prior to the Expiration Date. This Agreement, when executed and
delivered, will constitute valid and legally binding obligations of the Company,
enforceable in accordance with its terms except to the extent that its
enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles.

             Section 3.3 VALID ISSUANCE. The Preferred Stock, when issued, sold
and delivered in accordance with the terms of the Exchange Offer for the
consideration expressed therein, will be duly and validly issued, fully paid and
non-assessable.

                                       -5-


             Section 3.4 NO CONFLICTS. None of the execution and delivery of
this Agreement by the Company or the consummation by the Company of the
transactions contemplated hereby at the time of their consummation shall (i)
conflict with or result in any breach of the organizational documents of the
Company, (ii) result in a violation or breach of, or constitute (with or without
notice or lapse of time or both) a default (or give rise to any third party
right of termination, cancellation, material modification or acceleration) under
any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, commitment, arrangement, understanding, agreement
or other instrument or obligation of any kind to which the Company is a party or
by which the Company or any of its respective properties or assets may be bound,
or (iii) violate any order, writ, injunction, decree, judgment, order, statute,
rule or regulation applicable to the Company or any of its respective properties
or assets.

                                   ARTICLE IV

                              COVENANTS OF FIDUCIA

             Section 4.1 NO ENCUMBRANCE. Fiducia agrees that, except as
contemplated by the terms of this Agreement, Fiducia shall not and shall cause
its affiliates not to (i) sell, transfer, tender, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other agreement with
respect to, or consent to, the sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of the Subject Notes, (ii) grant
any proxies or powers of attorney in respect of the Subject Notes, or (iii) take
any action that would have the effect of preventing or disabling Fiducia from
performing its obligations under this Agreement.

             Section 4.2 CONSENT. Fiducia agrees to consent to the Amendments in
the Consent Solicitation in the full amount of the Subject Notes, prior to the
Expiration Date and to refrain from taking any action that would cause its
consent to be withdrawn from the Consent Solicitation or rejected by the Company
or the Exchange Agent for failure to satisfy the terms and requirements of the
Consent Solicitation relating to the proper means of consenting to the
Amendments. Fiducia further agrees that in the event all or any part of its
consent is rejected in the Consent Solicitation due to any defect in form or
procedure, Fiducia will use its best efforts to cure such defect and consent to
the Amendments pursuant to the Consent Solicitation prior to the Expiration
Date.

             Section 4.3 TENDER. Fiducia agrees to tender the Subject Notes
pursuant to the terms of the Exchange Offer, on or prior to the Expiration Date
and to refrain from taking any action which would cause the Subject Notes to be
withdrawn from the Exchange Offer or rejected by the Company or the Exchange
Agent for failure to satisfy the terms and requirements of the Exchange Offer
relating to the proper tendering of securities. Fiducia further agrees that in
the event all or any part of the Subject Notes are rejected for tender in the
Exchange Offer due to any defect in form or procedure, Fiducia will use its best
efforts to cure such defect and tender the Subject Notes pursuant to the terms
of the Exchange Offer prior to the Expiration Date. Fiducia further agrees that
when tendering the Subject Notes in the Exchange Offer, it will select to
receive Preferred Stock from the Company in exchange for the Subject Notes, for
all amounts of the Subject Notes so tendered.

                                       -6-


                                    ARTICLE V

                            COVENANTS OF THE COMPANY

             Section 5.1 CONSUMMATION OF THE EXCHANGE OFFER AND CONSENT
SOLICITATION. The Company covenants to use its reasonable best efforts to
consummate the Exchange Offer and Consent Solicitation in accordance with terms
set forth in the Offering Circular; PROVIDED, HOWEVER, that the Company's
obligation to consummate the Exchange Offer is conditioned upon, among other
things, the satisfaction or waiver of certain conditions as described in the
Offering Circular, including, but not limited to,

             (i)    the valid tender, and acceptance by the Company of a minimum
                    of $35.0 million and a maximum of $62.9 million in aggregate
                    principal amount of the 9 1/4% Notes for exchange into New
                    Notes prior to the Expiration Date,

             (ii)   the receipt by the Company of at least $21.0 million in cash
                    from holders of 9 1/4% Notes as partial consideration to
                    exchange those notes for New Notes,

             (iii)  the exchange of at least $35.0 million in aggregate
                    principal amount of 9 1/4% Notes inTO Preferred Stock,

             (iv)   the receipt of the consent of holders of 9 1/4% Notes to the
                    Proposed AmendmenTS representing at least a majority in
                    aggregate principal amount of the 9 1/4% Notes, excluding
                    notes owned by the Company and its affiliates on or prior to
                    the Expiration Date,

             (v)    the receipt by the Company's parent of waivers from holders
                    of at least $25.6 million in aggregate principal amount of
                    its 11 1/4% senior discount notes due 2008 to have their
                    cash interest payments delayed until March 15, 2007 from
                    September 15, 2003,

             (vi)   the receipt of the consent of holders of the Company's
                    parent's 11 1/4% senior discount notes representing at least
                    a majority in aggregate principal amount of such notes,
                    excluding notes owned by the Company and its affiliates on
                    or prior to the Expiration Date, to amend the indenture
                    governing such notes to eliminate substantially all of the
                    financial and restrictive covenants,

             (vii)  the entering into of a new senior credit facility, and

             (viii) the effectiveness of all agreements, including the new
                    senior credit facility, governing the transactions
                    contemplated in the Offering Circular in accordance with
                    their terms.

                                       -7-


                                   ARTICLE VI

                                  MISCELLANEOUS

             Section 6.1 PUBLICATION. Fiducia hereby permits the Company to
publish and disclose in the Offering Circular the nature of its commitments,
arrangements and understandings pursuant to this Agreement.

             Section 6.2 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter contained
herein and supersedes all prior agreements and understandings, oral and written,
with respect thereto.

             Section 6.3 BINDING EFFECT; BENEFIT; ASSIGNMENT. This Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
permitted assigns. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto, except by
will or by the laws of descent and distribution, without the prior written
consent of each of the other parties, except that the Company may assign and
transfer its rights and obligations hereunder to any direct or indirect wholly
owned Subsidiary of the Company. Nothing in this Agreement, expressed or
implied, is intended to confer on any Person, other than the parties hereto, any
rights or remedies.

             Section 6.4 AMENDMENTS, WAIVERS, ETC. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated
except upon the execution and delivery of a written agreement executed by all of
the relevant parties hereto.

             Section 6.5 NOTICES. All notices, requests, demands, waivers and
other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered in
person or mailed, certified or registered mail with postage prepaid, or sent by
facsimile (upon confirmation of receipt), as follows:

             (i)    If to Fiducia, at the address set forth below:

                    Fiducia Ltd.
                    Fourth Floor
                    British America Building
                    P.O. Box HM3143
                    Hamilton, Bermuda HM NX

             (ii)   If to the Company, at the address set forth below:

                    APCOA/Standard Parking, Inc.
                    900 North Michigan Avenue
                    Suite 1600
                    Chicago, Illinois 60611
                    Attention: Robert Sacks, Esq.

                                       -8-


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

                    White & Case LLP
                    1155 Avenue of the Americas
                    New York, New York 10036
                    Attention:Timothy B.Goodell, Esq.
                              Jonathan E.Kahn, Esq.
                    Fax: 212-354-8113

or to such other Person or address as any party shall specify by notice in
writing to each of the other parties. All such notices, requests, demands,
waivers and communications shall be deemed to have been received on the date of
delivery, except for a notice of a change of address, which shall be effective
only upon receipt thereof.

             Section 6.6 SPECIFIC ENFORCEMENT. The parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. Accordingly, the parties shall be entitled to an injunction
or injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement, this being in addition to any other
remedy to which they are entitled at law or in equity.

             Section 6.7 REMEDIES CUMULATIVE. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.

             Section 6.8 NO WAIVER. The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or otherwise available
in respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.

             Section 6.9 APPLICABLE LAW. THIS AGREEMENT AND THE LEGAL RELATIONS
BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES
THEREOF. THE COMPETENT STATE OR FEDERAL COURTS LOCATED WITHIN THE STATE OF NEW
YORK WILL HAVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES
HERETO, WHETHER IN LAW OR EQUITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY, AND THE
PARTIES CONSENT TO AND AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. EACH
OF THE PARTIES HEREBY WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (I) SUCH PARTY IS
NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (II) SUCH

                                       -9-


PARTY AND SUCH PARTY'S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH
COURTS OR (III) ANY LITIGATION OR OTHER PROCEEDING COMMENCED IN SUCH COURTS IS
BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

             Section 6.10 HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this Agreement
and shall not affect in any way the meaning or interpretation of this Agreement.

             Section 6.11 COUNTERPARTS. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original, and all
of which together shall be deemed to be one and the same instrument.

             Section 6.12 TERMINATION. This Agreement shall terminate, and
neither the Company nor Fiducia shall have any rights or obligations hereunder,
and this Agreement shall become null and void and have no effect upon the
earliest to occur of (i) the date on which the Exchange Offer and Consent
Solicitation is withdrawn by the Company or expires in accordance with its terms
and (ii) by the mutual consent of the Company and Fiducia.

                                      * * *

                                      -10-


             IN WITNESS WHEREOF, the Company and Fiducia have caused this
Agreement to be duly executed as of the day and year first above written.

                                       APCOA/STANDARD PARKING, INC.

                                       By
                                         ---------------------------------------
                                         Name:  G. Marc Baumann
                                         Title: Executive Vice President, Chief
                                                Financial Officer and Treasurer

                                       FIDUCIA LTD.

                                       By
                                         ---------------------------------------
                                         Name:  John G. Wakely
                                         Title: Chairman



                                TABLE OF CONTENTS



                                                                                     PAGE
                                                                                     ----
                                                                                     

ARTICLE I   DEFINITIONS.................................................................2

     Section 1.1  Generally.............................................................2
     Section 1.2  Definitions...........................................................2

ARTICLE II  REPRESENTATIONS AND WARRANTIES OF FIDUCIA...................................2

     Section 2.1  Due Organization, etc.................................................2
     Section 2.2  Ownership of Fiducia..................................................3
     Section 2.3  Power to Dispose and Consent..........................................3
     Section 2.4  No Conflicts..........................................................3
     Section 2.5  No Finder's Fees......................................................3
     Section 2.6  No Encumbrances.......................................................3
     Section 2.7  Investment Intent.....................................................3
     Section 2.8  Reliance on Representations...........................................4
     Section 2.9  Experienced Investor..................................................4
     Section 2.10 Accredited Investor...................................................4
     Section 2.11 Restricted Security...................................................4
     Section 2.12 No Approval...........................................................4
     Section 2.13 Full Information......................................................4
     Section 2.14 Subject to Terms of Exchange Offer....................................5
     Section 2.15 Sole Consideration....................................................5
     Section 2.16 Non-Affiliate.........................................................5

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY...............................5

     Section 3.1  Due Organization......................................................5
     Section 3.2  Due Authorization.....................................................5
     Section 3.3  Valid Issuance........................................................5
     Section 3.4  No Conflicts..........................................................6

ARTICLE IV  COVENANTS OF FIDUCIA........................................................6

     Section 4.1  No Encumbrance........................................................6
     Section 4.2  Consent...............................................................6
     Section 4.3  Tender................................................................6

ARTICLE V    COVENANTS OF THE COMPANY...................................................7

     Section 5.1  Consummation of the Exchange Offer and Consent Solicitation...........7

ARTICLE VI   MISCELLANEOUS..............................................................8


                                       (i)





                                                                                     PAGE
                                                                                     ----
                                                                                    

     Section 6.1  Publication...........................................................8
     Section 6.2  Entire Agreement......................................................8
     Section 6.3  Binding Effect; Benefit; Assignment...................................8
     Section 6.4  Amendments, Waivers, etc..............................................8
     Section 6.5  Notices...............................................................8
     Section 6.6  Specific Enforcement..................................................9
     Section 6.7  Remedies Cumulative...................................................9
     Section 6.9  Applicable Law........................................................9
     Section 6.10 Headings.............................................................10
     Section 6.11 Counterparts.........................................................10
     Section 6.12 Termination..........................................................10


                                      (ii)

EX-10.31

     AMENDED AND RESTATED DEALER MANAGER AND CONSENT SOLICITATION AGREEMENT

                                December 19, 2001

CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue
New York, NY 10010-3629

Dear Ladies and Gentlemen:

This Amended and Restated Dealer Manager Agreement was originally executed on
November 20, 2001, was amended and restated in its entirety on the date hereof
only to reflect changes to (1) the fee paid to the Dealer Manager and (2) the
payment of certain expenses by the Company.

1.   THE EXCHANGE OFFER AND CONSENT SOLICITATION. APCOA/Standard Parking, Inc.,
     a Delaware corporation ("Purchaser"), is making an exchange offer
     (hereinafter referred to, together with any amendments, supplements or
     extensions thereof, as the "Exchange Offer") to issue $50.00 million (with
     a minimum of $45.50 million and a maximum of $65.00 million) of its new 14%
     Senior Subordinated Second Lien Notes due 2006 (the "New Bonds") and shares
     of its new 18% Senior Convertible Redeemable Preferred Stock (the
     "Preferred Stock") in exchange for $41.43 million (with a minimum of $35.00
     million and a maximum of $62.86 million) of the Purchaser's outstanding 9
     1/4% Senior Subordinated Notes due 2008 (the "Old Bonds" and, together with
     the New Bonds, the "Bonds") and a payment to the Purchaser of $506.90 in
     cash for each $1,000 principal amount of Old Bonds tendered in exchange for
     New Bonds (subject to adjustment) and such other amounts of Old Bonds as
     may be tendered for exchange with the Preferred Stock, on the terms and
     subject to the conditions set forth in the Offering Circular and Consent
     Solicitation Statement (the "Offering Circular") and Consent and Letter of
     Transmittal (the "Consent and Letter of Transmittal") attached hereto as
     Exhibits A and B, respectively, as the same may be amended or supplemented
     from time to time. The New Bonds will be guaranteed (the "Subsidiary
     Guarantees") by the subsidiaries of the Company named on the signature
     pages hereto (each, a "Guarantor" and, collectively, the "Guarantors").

     Concurrently with the Exchange Offer, the Purchaser intends to solicit (the
     "Solicitation") the consents (the "Consents") of the holders of the Old
     Bonds to certain proposed amendments (the "Proposed Amendments") to the
     indenture pursuant to which the Old Bonds were issued (the "Old
     Indenture"). The Proposed Amendments, to the extent that the requisite
     Consents are received, shall become effective upon the execution of a
     supplemental indenture (the "Supplemental Indenture") in respect of the Old
     Indenture



     by the Purchaser and the several guarantors of the Old Bonds, but will not
     become operative until the consummation of the Exchange Offer.

     The New Bonds and the Preferred Stock will be offered and exchanged
     pursuant to one or more exemptions from the registration requirements of
     the Securities Act of 1933, as amended (the "Act"). Accordingly, the New
     Bonds and the Preferred Stock will be offered to and exchanged with only
     holders of the Old Bonds who are either (i) "Qualified Institutional Buyers
     " (as defined in Rule 144A under the Act), (ii) "Institutional Accredited
     Investors" (as defined in Rule 501(a) (1), (2), (3) or (7) under the Act)
     ("IAIs") or (iii) non-U.S. Persons who will exchange their Old Securities
     outside the United States (within the meaning of Regulation S under the
     Act) (each of the holders in immediately preceding clauses (i) through
     (iii), the "Holders").

     Holders of the New Bonds will have the registration rights set forth in the
     registration rights agreement (the "Registration Rights Agreement"), to be
     dated the date of consummation of the Exchange Offer, for so long as such
     New Bonds constitute "Transfer Restricted Securities" (as defined in the
     Registration Rights Agreement). Pursuant to the Registration Rights
     Agreement, the Company and the New Guarantors will agree to file with the
     Securities and Exchange Commission (the "Commission"), under the
     circumstances set forth therein, (i) a registration statement under the Act
     (the "Exchange Registered Statement") relating to the Company's new 14%
     Senior Subordinated Second Lien Notes due 2006 (the "New Registered Bonds")
     to be offered in exchange for the New Bonds (such offer to exchange being
     referred to as the "Registered Exchange Offer") and the Subsidiary
     Guarantees thereof and (ii), under certain circumstances, a shelf
     registration statement pursuant to Rule 415 under the Act (the "Shelf
     Registration Statement" and, together with the Exchange Registration
     Statement, the "Registration Statements"), relating to the resale by
     certain holders of the New Bonds, and to use their respective reasonable
     best efforts to cause such Registration Statements to be declared and
     remain effective and usable for the periods specified in the Registration
     Rights Agreement and to consummate the Registered Exchange Offer.

2.   APPOINTMENT AS DEALER MANAGER AND SOLICITATION AGENT. Purchaser hereby
     appoints you as its sole Dealer Manager and Solicitation Agent (the "Dealer
     Manager and Solicitation Agent") and authorizes you to act as such in
     connection with the Exchange Offer and the Solicitation. On the basis of
     the representations, warranties and covenants of Purchaser contained
     herein, as Dealer Manager and Solicitation Agent, you agree, in accordance
     with your customary practice, to perform those services in connection with
     the Exchange Offer and the Solicitation as are customarily performed by
     investment banks in connection with exchange offers and consent
     solicitations of a like nature, including, but not limited to, using
     reasonable best efforts to solicit tenders of Old Bonds, pursuant to the
     Exchange Offer and Consents to the Proposed Amendments pursuant to the
     Solicitation, and communicating generally regarding the Exchange Offer and
     the Solicitation with brokers, dealers, commercial banks and trust
     companies and other holders of Old Bonds. In such capacity, you shall act
     as an independent contractor, and each of your duties arising out of your
     engagement pursuant to this Agreement shall be owed solely to Purchaser.

     Purchaser further authorizes you to communicate with Wilmington Trust
     Company, in its capacity as Trustee for the New Bonds (the "Trustee"), and
     in its capacity as exchange

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     agent (the "Exchange Agent"), and with Mackenzie Partners, Inc., in its
     capacity as information agent (the "Information Agent"), with respect to
     matters relating to the Exchange Offer and Solicitation. Purchaser has
     instructed the Exchange Agent to advise you at least daily as to the number
     of Bonds that have been tendered pursuant to the Exchange Offer, the number
     of Consents that have been delivered pursuant to the Solicitation, and as
     to such other matters in connection with the Exchange Offer and the
     Solicitation as you may request.

3.   NO LIABILITY FOR ACTS OF BROKERS, DEALERS, BANKS AND TRUST COMPANIES.
     Neither you nor any of your affiliates shall have any liability to
     Purchaser or any other person for any losses, claims, damages, liabilities
     and expenses (each, a "Loss" and collectively, the "Losses") arising from
     any act or omission on the part of any broker or dealer (other than Credit
     Suisse First Boston Corporation in its capacity as broker or dealer) in
     securities (a "Dealer"), bank or trust company, or any other person, and
     neither you nor any of your affiliates shall be liable for any Losses
     arising from your own acts or omissions in performing your obligations as
     Dealer Manager and Solicitation Agent or as a Dealer hereunder or otherwise
     in connection with the Exchange Offer or the Solicitation, except for any
     such Losses which are finally judicially determined to have resulted
     primarily from your bad faith, willful misconduct or gross negligence in
     performing the services that are the subject of this Agreement. In
     soliciting or obtaining tenders or delivery of Consents, no Dealer (other
     than you), bank or trust company is to be deemed to be acting as your agent
     or the agent of Purchaser or any of its affiliates, and you, as Dealer
     Manager and Solicitation Agent, are not to be deemed the agent of any
     Dealer (other than you), bank or trust company or the agent or fiduciary of
     Purchaser or any of its affiliates, security holders, creditors or of any
     other person. In soliciting or obtaining tenders of Old Bonds or delivery
     of Consents, you shall not be and shall not be deemed for any purpose to
     act as a partner or joint venturer of or a member of a syndicate or group
     with Purchaser or any of its affiliates in connection with the Exchange
     Offer or the Solicitation, any exchange of the Old Bonds, any distribution
     of the New Bonds or any distribution of the Preferred Stock, or otherwise,
     and neither Purchaser nor any of its affiliates shall be deemed to act as
     your agent. Purchaser shall have sole authority for the acceptance or
     rejection of any and all tenders of Bonds or delivery of Consents.

4.   THE EXCHANGE OFFER AND CONSENT SOLICITATION MATERIAL. Purchaser agrees to
     furnish you, at its expense, with as many copies as you may reasonably
     request of the Offering Circular, the Consent and Letter of Transmittal
     (together with all exhibits, amendments and supplements thereto, the
     "Offering Circular") to be used by the Purchaser in connection with the
     Exchange Offer and the Solicitation and the transactions contemplated
     thereby and any other documents used in connection therewith (including,
     without limitation, press releases filed on Form 8-K), and other documents
     filed or to be filed with the Commission or any other Federal or state
     governmental or regulatory authorities or any court in connection with and
     related to the Exchange Offer and Consent Solicitation (each an "Other
     Agency" and collectively, the "Other Agencies") and any amendments or
     supplements to any such statements and documents (the definitive forms of
     all of the foregoing materials are hereinafter collectively referred to as
     the "Exchange Offer and Consent Solicitation Material") to be used by
     Purchaser or authorized by Purchaser for use in connection with the
     Exchange Offer or the Solicitation, and you are authorized to use copies of
     the Exchange Offer and Consent Solicitation Material in connection with the
     Exchange Offer and Solicitation, but shall have no obligation to cause
     copies of such Exchange Offer and Consent Solicitation

                                        3


     Material to be transmitted generally to holders of Old Bonds. The Exchange
     Offer and Consent Solicitation Material has been or will be prepared and
     approved by, and is the sole responsibility of, Purchaser (except with
     respect to any statements contained in the Exchange Offer and Consent
     Solicitation Material than are made in reliance upon and in conformity with
     information furnished or confirmed in writing by you to purchase expressly
     for the use therein).

     You hereby agree, as Dealer Manager and Solicitation Agent, that you will
     not disseminate any written material for or in connection with the
     solicitation of tenders of Old Bonds and delivery of Consents pursuant to
     the Exchange Offer and Solicitation other than the Exchange Offer and
     Consent Solicitation Material, and you agree that you will not make any
     statements in connection with such solicitation, other than the statements
     that are set forth in the Exchange Offer and Consent Solicitation Material
     or as otherwise authorized by Purchaser, that authorization shall not be
     unreasonably withheld.

     Purchaser agrees that no Exchange Offer and Consent Solicitation Material
     will be used in connection with the Exchange Offer and the Solicitation or
     the transactions contemplated thereby or filed with the Commission or any
     Other Agency with respect to the Exchange Offer and the Solicitation or the
     transactions contemplated thereby without first obtaining your prior
     approval, which approval shall not be unreasonably withheld. In the event
     that (i) Purchaser uses or permits the use of any Exchange Offer and
     Consent Solicitation Material in connection with the Exchange Offer and the
     Solicitation or the transactions contemplated thereby or files any such
     material with the Commission or any Other Agency without your prior
     approval, (ii) any stop order or restraining order has been issued and not
     thereafter stayed or vacated with respect to, or any proceeding, litigation
     or investigation has been initiated by or before the Commission or any
     Other Agency which is reasonably likely to have a material adverse effect
     on Purchaser's ability to consummate the Exchange Offer and the
     Solicitation, the exchange of Old Bonds for New Bonds and Preferred Stock
     pursuant thereto, the obtaining and use of the funds to make such purchase,
     the execution, delivery and performance of this Agreement or the
     consummation of the transactions contemplated hereby or thereby or (iii)
     Purchaser shall have breached in any material respect any of the
     representations, warranties or covenants, or failed to perform in any
     material respect its obligations, under this Agreement, then you shall be
     entitled to withdraw as Dealer Manager and Solicitation Agent in connection
     with the Exchange Offer and the Solicitation without any liability or
     penalty to you or any Indemnified Person (as hereinafter defined), and you
     shall remain entitled to the indemnification provided in Section 12 hereof
     and to receive the payment of all fees and expenses payable under this
     Agreement that have accrued to the date of such withdrawal or would
     otherwise be due to you on such date. If you withdraw as Dealer Manager and
     Solicitation Agent pursuant to this paragraph, the fees accrued and
     reimbursement for your expenses through the date of such withdrawal shall
     be paid to you promptly after such date.

5.   COMPENSATION. Purchaser agrees to pay you, as compensation for your
     services as Dealer Manager and Solicitation Agent in connection with the
     Exchange Offer and Consent Solicitation, a fee of $3.0 million
     ($3,000,000.00) payable promptly after consummation of the Exchange Offer.

                                        4


6.   EXPENSES OF DEALER MANAGER AND SOLICITATION AGENT AND OTHERS. In addition
     to your compensation for your services hereunder pursuant to Section 5
     hereof, Purchaser agrees to pay directly, or reimburse you, as the case may
     be, for (i) all reasonable fees and expenses incurred by you relating to
     the preparation, printing, filing, mailing and publishing of all Exchange
     Offer and Consent Solicitation Material, (ii) all fees and expenses of the
     Trustee, the Exchange Agent and the Information Agent referred to in the
     Offering Circular, (iii) all advertising charges in connection with the
     Exchange Offer and the Solicitation or the transactions contemplated
     thereby, including those of any public relations firm or other person or
     entity rendering services in connection therewith, (iv) all fees, if any,
     payable to Dealers (including you), and banks and trust companies as
     reimbursement for their customary mailing and handling expenses incurred in
     forwarding the Exchange Offer and Consent Solicitation Material to their
     customers and (v) all other reasonable fees and expenses incurred by you in
     connection with the Exchange Offer and the Solicitation or the transactions
     contemplated thereby or otherwise in connection with the performance of
     your services hereunder (including, without limitation, the fees and
     expenses of your legal counsel in an amount not to exceed $300,000). All
     payments to be made by Purchaser pursuant to this Section 6 shall be made
     promptly against delivery to Purchaser of statements therefor. Purchaser
     shall be liable for the foregoing payments whether or not the Exchange
     Offer or the Solicitation or the transactions contemplated thereby are
     commenced, withdrawn, terminated or canceled prior to the exchange of any
     Bonds or the receipt of any Consents, or whether Purchaser or any of its
     subsidiaries or affiliates acquires any Old Bonds or Consents pursuant to
     the Exchange Offer and Consent Solicitation or whether you withdraw
     pursuant to Section 4 hereof.

7.   SECURITYHOLDER LISTS. Purchaser will cause you to be provided with cards or
     lists or other records or copies thereof in such form as you may reasonably
     request showing the names and addresses of, and the number of Old Bonds
     held by, the holders of record or, to the extent available to Purchaser,
     the beneficial owners of Old Bonds as of a recent date and will cause you
     to be advised from day to day during the period of the Exchange Offer and
     the Solicitation as to any transfers of record of Old Bonds.

8.   SUFFICIENT FUNDS. Purchaser represents and warrants to you that it has or,
     at the time Purchaser becomes obligated to exchange Old Bonds under the
     Exchange Offer, will have, sufficient consideration in the form of validly
     authorized and issued New Bonds and Preferred Stock to enable Purchaser to
     exchange, and Purchaser hereby agrees that it will exchange promptly, in
     accordance with and subject to the terms and conditions of the Exchange
     Offer and the Solicitation and Sections 5 and 6 hereof and applicable law,
     the consideration (and related costs) for the Old Bonds which Purchaser has
     offered, and which Purchaser may be required, to exchange for New Bonds and
     Preferred Stock under the Exchange Offer and the Solicitation, and the fees
     and expenses payable hereunder.

9.   ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER.
     Purchaser represents and warrants to you that:

     a)   Each of Purchaser and the Guarantors is a corporation duly organized,
          validly existing and in good standing under the laws of the
          jurisdiction of its incorporation and is duly qualified to transact
          business and is in good standing in each jurisdiction in which the
          conduct of its businesses or the ownership or leasing of

                                        5


          property requires such qualification, except to the extent that the
          failure to be so qualified or to be in good standing would not have a
          Material Adverse Effect on operations of Purchaser and the Guarantors
          and all of their respective subsidiaries, taken as a whole, as the
          case may be. As used herein, "MATERIAL ADVERSE EFFECT" shall mean,
          with respect to any person or entity, any effect or group of related
          or unrelated effects that would be reasonably expected to result in a
          material adverse effect on the assets, properties, business, results
          of operations or condition (financial or otherwise) of said person or
          entity and its subsidiaries, taken as a whole.

     b)   (i) Each of Purchaser and the Guarantors has full corporate power and
          authority to take and has duly taken all necessary corporate action to
          authorize (A) the Exchange Offer the Solicitation, (B) the exchange by
          Purchaser of the Old Bonds for the New Bonds and cash or Preferred
          Stock pursuant to the Exchange Offer and the Solicitation and the
          consummation of the other transactions contemplated thereby, and (C)
          the execution, delivery and performance of this Agreement, (ii) this
          Agreement has been duly authorized, executed and delivered on behalf
          of Purchaser and, assuming due authorization, execution and delivery
          of this Agreement by you, is a legal, valid and binding obligation of
          Purchaser enforceable against Purchaser in accordance with its terms,
          except that the enforceability hereof may be limited by bankruptcy,
          insolvency, reorganization, moratorium and other similar laws now or
          hereafter in effect relating to creditors' rights generally and
          general principles of equity.

     c)   (i) Each of Purchaser and the Guarantors, as applicable, has full
          corporate power and authority to take and has duly taken all necessary
          corporate action to authorize the execution, delivery and performance
          of the Supplemental Indenture, the indenture pursuant to which the New
          Bonds will be issued (the "New Indenture") and the Registration Rights
          Agreement, and (ii) the Supplemental Indenture, the New Indenture and
          the Registration Rights Agreement have been duly authorized by each of
          Purchaser and the Guarantors, and assuming due execution and delivery,
          the Supplemental Indenture, the New Indenture and the Registration
          Rights Agreement, valid and binding obligations of each of Purchaser
          and the Guarantors, as applicable, enforceable against each of them in
          accordance with its terms, except as enforceability thereof may be
          limited by bankruptcy, insolvency, reorganization, moratorium and
          other similar laws now or hereafter in effect relating to creditors'
          rights generally and general principles of equity and the right to
          indemnification or contribution provided by the Registration Rights
          Agreement may be limited by public policy considerations.

     d)   The Exchange Offer and Consent Solicitation Material complies or will
          comply in all material respects with the applicable provisions of the
          Securities Exchange Act of 1934, as amended, and the rules and
          regulations promulgated by the Commission thereunder (collectively,
          the "Exchange Act"), and the Exchange Offer and Consent Solicitation
          Material does not and will not contain any untrue statement of a
          material fact or omit to state a material fact required to be stated
          therein or necessary to make the statements made therein, in light of
          the circumstances under which they are made, not misleading; PROVIDED,
          HOWEVER, that no representation is made with respect to any statements
          contained in, or any matter omitted from the Exchange Offer and
          Consent Solicitation Material in

                                        6


          reliance upon and in conformity with information furnished or
          confirmed in writing by you to Purchaser expressly for use therein.

     e)   Purchaser will file, if required, the Exchange Offer and Consent
          Solicitation Material and any and all necessary amendments or
          supplements to the Exchange Offer and Consent Solicitation Material
          relating to the Exchange Offer and Consent Solicitation and the
          transactions contemplated thereby with the Commission unless Purchaser
          withdraws or terminates the Exchange Offer and will promptly furnish
          to you true and complete copies of each such amendment and supplement
          upon the filing thereof.

     f)   The Exchange Offer and the Solicitation, the exchange by Purchaser of
          Old Bonds for New Bonds and Preferred Stock pursuant to the Exchange
          Offer and the consummation of the other transactions contemplated
          thereby, and the execution, delivery and performance of this Agreement
          and all related documents by Purchaser, comply and will comply in all
          material respects with all applicable requirements of Federal and
          state law, including, without limitation, any applicable regulations
          of the Commission and Other Agencies, and all applicable judgments,
          orders or decrees; and no consent, authorization, approval, order,
          exemption, registration, qualification or other action of, or filing
          with or notice to, the Commission or any Other Agency is required in
          connection with the execution, delivery and performance of this
          Agreement by Purchaser, the making or consummation by Purchaser of the
          Exchange Offer and the Solicitation or the consummation of the other
          transactions contemplated by this Agreement or the Offering Circular,
          except where the failure to obtain or make such consent,
          authorization, approval, order, exemption, registration, qualification
          or other action or filing or notification would not materially
          adversely affect the ability of Purchaser to execute, deliver and
          perform this Agreement or to commence and consummate the Exchange
          Offer and the Solicitation in accordance with their respective terms.
          All such required consents, authorizations, approvals, orders,
          exemptions, registrations, qualifications and other actions of and
          filings with and notices to the Commission and the Other Agencies will
          have been obtained, taken or made, as the case may be, and all
          statutory or regulatory waiting periods will have elapsed, prior to
          the exchange of the Old Bonds for New Bonds and Preferred Stock
          pursuant to the Exchange Offer and the Solicitation.

     g)   The Exchange Offer and the Solicitation, the exchange of Old Bonds for
          New Bonds and Preferred Stock by Purchaser pursuant to the Exchange
          Offer and the consummation of the other transactions contemplated
          thereby, and the execution, delivery and performance of this Agreement
          and the Registration Rights Agreement by Purchaser, do not and will
          not (i) conflict with or result in a violation of any of the
          provisions of the certificate of incorporation or by-laws (or similar
          organizational documents) of Purchaser or any of its subsidiaries,
          (ii) conflict with or violate in any material respect any law, rule,
          regulation, order, judgment or decree applicable to Purchaser or any
          of its subsidiaries or by which any property or asset of Purchaser or
          any of its subsidiaries is or may be subject or bound, except to the
          extent that such conflict or violation would not reasonably be
          expected to have a Material Adverse Effect on Purchaser and all of its
          subsidiaries taken as a whole or (iii) result in a breach of any of
          the terms or provisions of, or constitute a default (with or without
          due notice and/or lapse of

                                        7


          time) under, any loan or credit agreement, indenture, mortgage, note
          or other agreement or instrument to which Purchaser or any of its
          subsidiaries or affiliates is a party or by which any of them or any
          of their respective properties or assets is or may be subject or
          bound, except to the extent that such breach or default would not
          reasonably be expected to have Material Adverse Effect on Purchaser
          and all of its subsidiaries taken as a whole.

     h)   On the date of consummation of the Exchange Offer and on the date of
          execution of the Supplemental Indenture, the New Indenture and the Old
          Indenture, as amended by the Supplemental Indenture (collectively, the
          "Indentures"), will conform in all material respects to the
          requirement of the Trust Indenture Act of 1939, as amended (the
          "TIA"), and the rules and regulations of the Commission applicable to
          an indenture which is qualified thereunder.

     i)   No stop order, restraining order or denial of an application for
          approval has been issued and no investigation, proceeding or
          litigation has been commenced or, to Purchaser's knowledge, threatened
          before the Commission or any Other Agency with respect to the making
          or consummation of the Exchange Offer and the Solicitation and the
          other transactions contemplated thereby or the consummation of the
          other transactions contemplated by this Agreement, the Registration
          Rights Agreement or the Offering Circular or with respect to the
          ownership of the Old Bonds by Purchaser or any of its subsidiaries or
          affiliates.

     j)   None of Purchaser or the Guarantors has any knowledge of any material
          fact or information concerning the Purchaser, the Guarantors or any of
          their respective subsidiaries, or the operations, assets, condition
          (financial or otherwise) or prospects of the Purchaser, the Guarantors
          or any of its subsidiaries, which is required to be made generally
          available to the public and which has not been, or is not being, or
          will not be, made generally available to the public through the
          Exchange Offer and Consent Solicitation Material or otherwise.

     k)   None of Purchaser or the Guarantors is, or will be as a result of the
          exchange by Purchaser of Old Bonds for New Bonds and Preferred Stock
          pursuant to the terms of the Exchange Offer, an "investment company"
          under the Investment Company Act of 1940, as amended, and the rules
          and regulations promulgated by the Commission thereunder.

     l)   Each of the representations, warranties, covenants and other
          statements of Purchaser and the Guarantors set forth in this Agreement
          will be true and correct on and as of the date on which the Exchange
          Offer and the Solicitation is commenced and at all times during the
          period of the Exchange Offer and the Solicitation.

10.  OPINIONS OF PURCHASER'S COUNSEL. Purchaser shall deliver to you opinions
     addressed to you and dated as of the date of the original execution of this
     agreement and the date of the closing of the Exchange Offer of Robert
     Sacks, Esq., Executive Vice President and General Counsel of Purchaser, and
     White & Case LLP, (special counsel to Purchaser), with respect to the
     matters set forth in Exhibits C-1 and C-2, respectively.

                                        8


11.  NOTIFICATION OF CERTAIN EVENTS. Purchaser shall advise you promptly of (i)
     the occurrence of any event that could cause Purchaser to withdraw,
     rescind, modify or terminate the Exchange Offer or the Solicitation or the
     transactions contemplated thereby or could permit Purchaser to exercise any
     right not to exchange Old Bonds for New Bonds (other than Purchaser's
     ability to adjust the amount of New Bonds issued as provided in the
     Exchange Offer and Consent Solicitation Material) and Preferred Stock
     tendered under the Exchange Offer, (ii) the occurrence of any event, or the
     discovery of any fact, the occurrence or existence of which it believes
     would require the making of any change in any of the Exchange Offer and
     Consent Solicitation Material then being used or would cause any
     representation, warranty or covenant contained in this Agreement to be
     untrue or inaccurate in any material respect, (iii) any proposal or
     requirement to make, amend or supplement any filing required by the
     Exchange Act in connection with the Exchange Offer and the Solicitation or
     the transactions contemplated thereby or to make any filing in connection
     with the Exchange Offer and the Solicitation or the transactions
     contemplated thereby pursuant to any other applicable law, rule or
     regulation, (iv) the issuance by the Commission or any Other Agency of any
     formal or informal comment or order or the taking of any other action
     concerning the Exchange Offer and the Solicitation or the transactions
     contemplated thereby (and, if in writing, will furnish you with a copy
     thereof), (v) any material developments in connection with the Exchange
     Offer and the Solicitation (or the financing thereof) or the transactions
     contemplated thereby, including, without limitation, the commencement of
     any lawsuit concerning the Exchange Offer and the Solicitation or the
     transactions contemplated thereby and (vi) any other information relating
     to the Exchange Offer and the Solicitation, the Exchange Offer and Consent
     Solicitation Material or this Agreement or the transactions contemplated
     hereby or thereby which you may from time to time reasonably request.

12.  INDEMNIFICATION.

     a)   Purchaser agrees to hold harmless and indemnify you (including any
          affiliated companies) and any officer, director, partner, employee or
          agent of you or any of such affiliated companies and any entity or
          person controlling (within the meaning of Section 20(a) of the
          Exchange Act) you, including any affiliated companies (collectively,
          the "Indemnified Persons"), from and against any and all Losses
          whatsoever (including, but not limited to, any and all expenses
          reasonably incurred in investigating, preparing or defending against
          any litigation or proceeding, commenced or threatened, or any claims
          whatsoever whether or not resulting in any liability) (i) arising out
          of or based upon any untrue statement or alleged untrue statement of a
          material fact contained in the Exchange Offer and Consent Solicitation
          Material, or arising out of or based upon the omission or alleged
          omission to state in the Exchange Offer and Consent Solicitation
          Material Material a material fact required to be stated therein or
          necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading (other than
          statements or omissions made in reliance upon information furnished by
          you in writing to Purchaser expressly for use therein), (ii) arising
          out of or based upon the commencement of, or any withdrawal or
          termination by Purchaser of, or failure by Purchaser to make or
          consummate, the Exchange Offer, the Consent Solicitation or the other
          transactions contemplated by this Agreement or the Tender Offer and
          Consent Solicitation Material except in accordance with the terms of
          the Exchange Offer and Consent Solicitation Material or this Agreement
          or any other failure to comply with the terms and

                                        9


          conditions specified in the Exchange Offer and Consent Solicitation
          Material, (iii) arising out of the breach or alleged breach by
          Purchaser of any representation, warranty or covenant set forth in
          this Agreement, (iv) arising out of, relating to or in connection with
          any other action taken or omitted to be taken by an Indemnified Person
          or (v) otherwise arising out of, relating to or in connection with the
          Exchange Offer and the Solicitation, the other transactions described
          in the Exchange Offer and Consent Solicitation Material or your
          services as Dealer Manager and Solicitation Agent hereunder. Purchaser
          shall not, however, be responsible for any Loss pursuant to clauses
          (iv) or (v) of the preceding sentence of this Section 12 that has been
          finally judicially determined to have resulted primarily from the bad
          faith, willful misconduct or gross negligence on the part of any
          Indemnified Person, other than any Loss arising out of or resulting
          from actions performed or omitted to be performed at the request of,
          with the consent of, or in conformity with actions taken or omitted to
          be taken by, Purchaser.

     b)   Purchaser and you agree that if any indemnification sought by any
          Indemnified Person pursuant to this Section 12 is unavailable for any
          reason or insufficient to hold you harmless, then Purchaser and you
          shall contribute to the Losses for which such indemnification is held
          unavailable or insufficient in such proportion as is appropriate to
          reflect the relative benefits received (or anticipated to be received)
          by Purchaser, on the one hand, and actually received by you, on the
          other hand, in connection with the transactions contemplated by this
          Agreement or the Exchange Offer and Consent Solicitation Material or,
          if such allocation is not permitted by applicable law, not only such
          relative benefits but also the relative faults of Purchaser, on the
          one hand, and you, on the other hand, as well as any other equitable
          considerations, subject to the limitation that in any event the
          aggregate contribution by you to all Losses with respect to which
          contribution is available hereunder shall not exceed the fees actually
          received by you in connection with your engagement hereunder. It is
          hereby agreed that the relative benefits to Purchaser, on the one
          hand, and you, on the other hand, with respect to the Exchange Offer
          and the Solicitation and the transactions contemplated by this
          Agreement and the Exchange Offer and Consent Solicitation Material
          shall be deemed to be in the same proportion as (i) the total value
          expected to be received by Purchaser pursuant to the Exchange Offer
          and the Solicitation and the transactions contemplated thereby
          (whether or not the Exchange Offer and the Solicitation or such
          transactions are consummated) bears to (ii) the fees actually received
          by you from Purchaser in connection with your engagement hereunder.

     c)   The foregoing rights to indemnity and contribution shall be in
          addition to any other right that you and the other Indemnified Persons
          may have against Purchaser at common law or otherwise. If any
          litigation or proceeding is brought against any Indemnified Person in
          respect of which indemnification may be sought against Purchaser
          pursuant to this Section 12, such Indemnified Person shall promptly
          notify Purchaser in writing of the commencement of such litigation or
          proceeding, but the failure so to notify Purchaser shall relieve
          Purchaser from any liability which it may have hereunder only if, and
          to the extent that, such failure results in the forfeiture by
          Purchaser of substantial rights and defenses, and will not in any
          event relieve Purchaser from any other obligation or liability that
          they may have to any Indemnified Person other than under this
          Agreement.

                                       10


          In case any such litigation or proceeding shall be brought against any
          Indemnified Person and such Indemnified Person shall notify Purchaser
          in writing of the commencement of such litigation or proceeding,
          Purchaser shall be entitled to participate in such litigation or
          proceeding, and, after written notice from Purchaser to such
          Indemnified Person, to assume the defense of such litigation or
          proceeding with counsel of its choice at its expense; PROVIDED,
          HOWEVER, that such counsel shall be satisfactory to the Indemnified
          Person in the exercise of its reasonable judgment. Notwithstanding the
          election of Purchaser to assume the defense of such litigation or
          proceeding, such Indemnified Person shall have the right to employ
          separate counsel and to participate in the defense of such litigation
          or proceeding, and Purchaser shall bear the reasonable fees, costs and
          expenses of such separate counsel and shall pay such fees, costs and
          expenses at least quarterly (provided that with respect to any single
          litigation or proceeding or with respect to several litigations or
          proceedings involving substantially similar legal claims, Purchaser
          shall not be required to bear the fees, costs and expenses of more
          than one such counsel in addition to any local counsel) if (i) in the
          reasonable judgment of such Indemnified Person the use of counsel
          chosen by Purchaser to represent such Indemnified Person would present
          such counsel with a conflict of interest, (ii) the defendants in, or
          targets of, any such litigation or proceeding include both an
          Indemnified Person and Purchaser, and such Indemnified Person shall
          have reasonably concluded that there may be legal defenses available
          to it or to other Indemnified Persons that are different from or
          additional to those available to Purchaser (in which case Purchaser
          shall not have the right to direct the defense of such action on
          behalf of the Indemnified Person), (iii) Purchaser shall not have
          employed counsel satisfactory to such Indemnified Person, in the
          exercise of the Indemnified Person's reasonable judgment, to represent
          such Indemnified Person within a reasonable time after notice of the
          institution of such litigation or proceeding or (iv) Purchaser shall
          authorize in writing such Indemnified Person to employ separate
          counsel at the expense of Purchaser. In any action or proceeding the
          defense of which Purchaser assumes, the Indemnified Person shall have
          the right to participate in such litigation and retain its own counsel
          at such Indemnified Person's own expense. Purchaser and you agree to
          notify the other promptly of the assertion of any claim against it,
          any of its directors or officers or any entity or person who controls
          it within the meaning of Section 20(a) of the Exchange Act in
          connection with the Exchange Offer and the Solicitation. The foregoing
          indemnification commitments shall apply whether or not the Indemnified
          Person is a formal party to such litigation or proceeding.

     d)   Purchaser agrees to reimburse each Indemnified Person for all
          reasonable expenses (including reasonable fees and disbursements of
          counsel) as they are incurred by such Indemnified Person in connection
          with investigating, preparing for, defending or providing evidence
          (including appearing as a witness) with respect to any action, claim,
          investigation, inquiry, arbitration or other proceeding referred to in
          this Section 12 or enforcing this Agreement, whether or not in
          connection with pending or threatened litigation in which any
          Indemnified Person is a party.

     e)   Purchaser agrees that it will not, without your prior written consent,
          settle, compromise or consent to the entry of any judgment in any
          pending or

                                       11


          threatened claim, action or proceeding in respect of which
          indemnification may be sought hereunder (whether or not you, any other
          Indemnified Person or Purchaser is an actual or potential party),
          unless such settlement, compromise or consent (i) includes an
          unconditional release of each Indemnified Person from all liability
          arising out of such claim, action or proceeding and (ii) does not
          include a statement as to, or an admission of, fault, culpability or a
          failure to act by or on behalf of an Indemnified Person.

     f)   The foregoing rights to indemnity and contribution shall apply whether
          or not the Indemnified Person is a formal party to such litigation or
          proceeding and shall be in addition to any other right which you and
          the other Indemnified Persons may have against Purchaser at common law
          or otherwise.

13.  CONDITIONS TO OBLIGATIONS OF THE DEALER MANAGER AND SOLICITATION AGENT.
     Your obligations hereunder shall at all times be subject to the conditions
     that (a) all representations, warranties, covenants and other statements of
     Purchaser and the Guarantors contained herein are now, and at all times
     during the period of the Exchange Offer and the Solicitation shall be, true
     and correct in all material respects, (b) Purchaser at all times shall have
     performed in all material respects all its obligations hereunder
     theretofore to be performed and (c) at the closing of the Exchange Offer,
     you shall have received a certificate dated the date of the closing of the
     Exchange Offer, signed by the Chief Executive Officer and the Chief
     Financial Officer of Purchaser, confirming (i) that all representations,
     warranties, covenants and other statements of Purchaser and the Guarantors
     contained herein are, as of such date, true and correct in all material
     respects, (ii) that each of the Purchaser and the Guarantors have complied
     with all of the agreements and satisfied all of the conditions herein
     contained and/or required to be complied with or satisfied on or prior to
     the closing of the Exchange Offer and the Solicitation and (iii) such other
     customary representations, warranties and other matters as are requested by
     you and your counsel.

14.  TERMINATION. This Agreement shall terminate upon the expiration,
     termination or withdrawal of the Exchange Offer and the Solicitation or
     upon withdrawal by you as Dealer Manager and Solicitation Agent pursuant to
     Section 4 hereof, it being understood that Sections 3, 5, 6, 8, 9, 12, 14,
     16, 17, 19, 20, 21, 22, 23 and 24 hereof shall survive any termination of
     this Agreement. In addition, you will have the right to terminate this
     Agreement if the opinions of counsel specified in Section 10 hereof are not
     received by you on the dates specified in Section 10.

15.  NOTICES. All notices and other communications required or permitted to be
     given under this Agreement shall be in writing and shall be given (and
     shall be deemed to have been given upon receipt) by delivery in person, by
     cable, by telecopy, by telegram, by telex or by registered or certified
     mail (postage prepaid, return receipt requested) to the applicable party at
     the addresses indicated below:

     a)   if to you:

                         CREDIT SUISSE FIRST BOSTON CORPORATION
                         Eleven Madison Avenue
                         New York, NY 10010-3629
                         Telecopy No.: (212) 325-8278

                                       12


                         Attention: Transactions Advisory Group

                         with a copy to:

                         LATHAM & WATKINS
                         885 Third Avenue
                         New York, New York 10022
                         Telecopy No.: (212) 751-4864
                         Attention: Peter Labonski, Esq.

     b)   if to Purchaser:

                         APCOA/STANDARD PARKING, INC.
                         900 North Michigan Avenue
                         Suite 1600
                         Chicago, Illinois 60611
                         Telecopy No.: (312) 640-6162
                         Attention: General Counsel

                         with a copy to:

                         White & Case LLP
                         1155 Avenue of the Americas
                         New York, New York 10036
                         Telephone No.: (212) 819-8200
                         Telecopy No.:  (212) 354-8113
                         Attention: Jonathan E. Kahn

16.  CONSENT TO JURISDICTION; SERVICE OF PROCESS. Purchaser hereby (a) submits
     to the jurisdiction of any New York State or Federal court sitting in the
     City of New York with respect to any actions and proceedings arising out of
     or relating to this Agreement, (b) agrees that all claims with respect to
     such actions or proceedings may be heard and determined in such New York
     State or Federal court, (c) waives the defense of an inconvenient forum,
     (d) agrees not to commence any action or proceeding relating to this
     Agreement other than in a New York State or Federal court sitting in the
     City of New York and (e) agrees that a final judgment in any such action or
     proceeding shall be conclusive and may be enforced in other jurisdictions
     by suit on the judgment or in any other manner provided by law.

17.  JOINT AND SEVERAL OBLIGATIONS, ETC. In the event that Purchaser makes the
     Exchange Offer and the Solicitation through one or more of its affiliates,
     each reference in this Agreement to Purchaser shall be deemed to be a
     reference to Purchaser and any such affiliates, and the representations,
     warranties, covenants and agreements of Purchaser and any such affiliates
     hereunder shall be joint and several.

18.  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the
     parties hereto with respect to the subject matter hereof and supersedes all
     prior agreements and undertakings, both written and oral, among the
     parties, or any of them, with respect to the subject matter hereof.

                                       13


19.  AMENDMENT. This Agreement may not be amended except in writing signed by
     each party to be bound thereby.

20.  GOVERNING LAW. The validity and interpretation of this Agreement shall be
     governed by, and construed and enforced in accordance with, the laws of the
     State of New York, without regard to conflicts of law principles thereof.

21.  WAIVER OF JURY TRIAL. PURCHASER HEREBY AGREES ON ITS OWN BEHALF AND, TO THE
     EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS SECURITY HOLDERS, TO
     WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER-CLAIM
     OR ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
     TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, THE
     EXCHANGE OFFER AND THE SOLICITATION).

22.  COUNTERPARTS; SEVERABILITY. This Agreement may be executed in two or more
     separate counterparts, each of which shall be deemed an original, but all
     of which together shall constitute one and the same instrument. Any term or
     provision of this Agreement which is invalid or unenforceable in any
     jurisdiction shall, as to such jurisdiction, be ineffective to the extent
     of such invalidity or unenforceability without rendering invalid or
     unenforceable the remaining terms and provisions of this Agreement or
     affecting the validity or enforceability of any of the terms or provisions
     of this Agreement in any other jurisdiction.

23.  PARTIES IN INTEREST. This Agreement, including rights to indemnity and
     contribution hereunder, shall be binding upon and inure solely to the
     benefit of each party hereto, the Indemnified Persons and their respective
     successors, heirs and assigns, and nothing in this Agreement, express or
     implied, is intended to or shall confer upon any other person any right,
     benefit or remedy of any nature whatsoever under or by reason of this
     Agreement.

24.  TOMBSTONE. Purchaser acknowledges that you may, subject to applicable
     securities laws, at your expense place an announcement in such newspapers
     and periodicals as you may choose, stating that you have acted or are
     acting as Dealer Manager and financial advisor to Purchaser in connection
     with the Exchange Offer and the Solicitation and the transactions
     contemplated thereby.

                            [SIGNATURE PAGES FOLLOW]

                                       14


     Please indicate your willingness to act as Dealer Manager and your
     acceptance of the foregoing provisions by signing in the space provided
     below for that purpose and returning to us a copy of this Agreement so
     signed, whereupon this Agreement and your acceptance shall constitute a
     binding agreement between us.

                                Very truly yours,

A-1 Auto Park, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

AP Holdings, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Treasurer

APCOA Capital Corporation

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

Century Parking, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

Events Parking Co., Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Treasurer



Hawaii Parking Maintenance, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

Metropolitan Parking System, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Treasurer

S&S Parking, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

Sentinel Parking Co. of Ohio, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

Sentry Parking Corporation

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

Standard Auto Park, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Treasurer

                                       16


Standard Parking Corporation

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Treasurer

Standard Parking Corporation, IL

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Treasurer

Tower Parking, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

Virginia Parking Service, Inc.

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Vice President, Treasurer

APCOA Bradley Parking Company, LLC
By: APCOA/Standard Parking, Inc., its Sole Member

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Executive Vice President, Chief Financial
       Officer, Treasurer

APCOA LaSalle Parking Company, L.L.C.
By: APCOA/Standard Parking Inc., its Manager

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Executive Vice President, Chief Financial
       Officer, Treasurer

                                       17


Executive Parking Industries, L.L.C.
By: APCOA/Standard Parking, Inc., its Manager

By:
   --------------------------------------------------
Name:  G. Marc Baumann
Title: Executive Vice President, Chief Financial
       Officer, Treasurer

Accepted as of the
date first above written:

CREDIT SUISSE FIRST BOSTON CORPORATION

By:
   --------------------------------------------------
Name:
Title:

                                       18


                                    Exhibit A

                                Offering Circular

                                       19


                                    Exhibit B

                              Letter of Transmittal

                                       20


                                   Exhibit C-1

          Matters to be Addressed in the Opinion of Robert Sacks, Esq.

a)   Each of Purchaser and the Guarantors is a corporation duly organized,
     validly existing and in good standing under the laws of the jurisdiction of
     its incorporation and is duly qualified to transact business and is in good
     standing in each jurisdiction in which the conduct of its businesses or the
     ownership or leasing of property requires such qualification, except to the
     extent that the failure to be so qualified or to be in good standing,
     considering all such cases in the aggregate, would not reasonably be
     expected to have a Material Adverse Effect on Purchaser and all of its
     subsidiaries, taken as a whole.

b)   Purchaser has full corporate power and authority to take and has duly taken
     all necessary corporate action to authorize (i) the Exchange Offer and the
     Solicitation, (ii) the exchange by Purchaser of Old Bonds and, in certain
     cases, cash for New Bonds and Preferred Stock pursuant to the Exchange
     Offer and the consummation of the other transactions contemplated thereby,
     subject to the filing of the Certificate of Designation with the state of
     Delaware, and (iii) the execution, delivery and performance of this
     Agreement, and this Agreement has been duly executed and delivered on
     behalf of Purchaser and, assuming due authorization, execution and delivery
     of this Agreement by Credit Suisse First Boston Corporation, is a legal,
     valid and binding obligation of Purchaser enforceable against Purchaser in
     accordance with its terms except as the enforceability thereof may be
     limited by bankruptcy, insolvency, reorganization or other similar laws
     affecting enforcement of creditor's rights generally and by general
     equitable principles (regardless of whether the issue of enforceability is
     considered in a proceeding in equity or at law) and except as rights to
     indemnity and contribution may be limited by federal or state laws or as
     being against public policy.

c)   The Exchange Offer and the Solicitation, the exchange of Old Bonds and, in
     certain cases, cash by Purchaser for New Bonds and Preferred Stock pursuant
     to the Exchange Offer and the consummation of the other transactions
     contemplated thereby, and the execution, delivery and performance of this
     Agreement by Purchaser and the Guarantors, do not and will not (i) conflict
     with or result in a violation of any of the provisions of the certificate
     of incorporation or by-laws (or similar organizational documents) of
     Purchaser or any of its subsidiaries, (ii) conflict with or violate in any
     material respect any law, rule, regulation, order, judgment or decree
     applicable to Purchaser or by which any property or asset of Purchaser or
     any of its subsidiaries is or may be bound, except to the extent that such
     conflict or violation would not reasonably be expected to have a Material
     Adverse Effect on Purchaser and all of its subsidiaries taken as a whole or
     (iii) result in a breach of any of the material terms or provisions of, or
     constitute a default (with or without due notice and/or lapse of time)
     under, any loan or credit agreement, indenture, mortgage, note or other
     agreement or instrument to which Purchaser or any of its subsidiaries is a

                                       21


     party or by which any of them or any of its properties or assets is or may
     be bound, except to the extent that such breach or default would not
     reasonably be expected to have a Material Adverse Effect on Purchaser and
     all of its subsidiaries taken as a whole.

d)   The Exchange Offer and the Consent Solicitation, the exchange by Purchaser
     of Old Bonds and, in certain cases, cash for New Bonds and Preferred Stock
     pursuant to the Exchange Offer and the consummation of the other
     transactions contemplated thereby, and the execution, delivery and
     performance of this Agreement by Purchaser and the Guarantors, comply and
     will comply in all material respects with all applicable requirements of
     Federal, state and local law, (other than U.S. federal and state securities
     or "blue sky" laws and regulations as to which we do not express any
     opinion), any applicable regulations of Other Agencies (other than the
     Commission or Other Agencies that regulate securities as to which we do not
     express any opinion), and all applicable judgments, orders or decrees, and
     no consent authorization, approval, order, exemption, registration,
     qualification or other action of, or filing with or notice to, any Other
     Agencies is required (other than the Commission or Other Agencies that
     regulate securities, as to which we do not express any opinion) in
     connection with the execution, delivery and performance of this Agreement
     by Purchaser or any of the Guarantors, the making or consummation by
     Purchaser of the Exchange Offer and the Solicitation or the consummation of
     the other transactions contemplated by this Agreement or the Offering
     Circular, except where the failure to obtain or make such consent,
     authorization, approval, order, exemption, registration, qualification or
     other action or filing or notification would not materially adversely
     affect the ability of Purchaser to execute, deliver and perform this
     Agreement or to commence and consummate the Exchange Offer or the
     Solicitation in accordance with their respective terms.

e)   Except as expressly disclosed in the Offering Circular, no stop order,
     restraining order or denial of an application for approval has been issued
     and no investigation, proceeding or litigation has been commenced or, to
     such counsel's knowledge threatened before the Commission or any Other
     Agency with respect to the making or consummation of the Exchange Offer and
     the Solicitation and the other transactions contemplated thereby or the
     consummation of the other transactions contemplated by this Agreement or
     the Exchange Offer and Consent Solicitation Material or with respect to the
     ownership of the Bonds by Purchaser, the Guarantors or any of their
     respective subsidiaries.

f)   To such counsel's knowledge, Purchaser has no knowledge of any material
     fact or information concerning Purchaser or any of its subsidiaries, or the
     operations, assets, condition (financial or otherwise) of Purchaser or any
     of its subsidiaries, that is required to be made generally available to the
     public and which has not been, or is not being, or will not be, made
     generally available to the public through the Exchange Offer and Consent
     Solicitation Material or otherwise.

g)   The statements under the captions "Business Government Regulation" and
     "Business Legal Proceedings" in the Offering Circular, insofar as such
     statements constitute a summary of the legal matters, documents or
     proceedings

                                       22


     referred to therein, fairly present in all material respects such legal
     matters, documents and proceedings.

Such counsel shall also advise that no facts have come to its attention which
has caused it to believe that the Exchange Offer and Consent Solicitation
Materials (apart from the financial information contained or incorporated by
reference therein, as to which such counsel expresses no opinion) contains any
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements made therein, in light
of the circumstances under which they were made, not misleading.

                                       23


                                   Exhibit C-2

           Matters to be Addressed in the Opinion of White & Case LLP

a)   None of (i) the issuance, sale and delivery by Purchaser of the New Bonds
     and Preferred Stock pursuant to the Exchange Offer, (ii) the execution and
     delivery of the Agreement, (iii) the compliance by Purchaser with the terms
     and provisions thereof or (iv) the consummation by Purchaser of the
     Transactions (as defined in the Offering Circular), will conflict with,
     constitute a default under, or violate any New York State law or Delaware
     corporation law or United States federal law or regulation which are
     explicitly and normally applicable to transactions of the type contemplated
     by the Exchange Offer, except where such conflict or default would not
     reasonably be expected to have a Material Adverse Effect on Purchaser and
     all of its subsidiaries taken as a whole.

     No consent, approval, authorization, order, license, registration or
     qualification of or with any governmental agency or body is required for
     the issue and sale by Purchaser of the New Bonds or Preferred Stock
     pursuant to the Exchange Offer, the solicitation of Consents or the
     consummation by Purchaser of the other Transactions (as defined in the
     Offering Circular) or as contemplated by the Registration Rights Agreement,
     except such consents, approvals, authorizations, orders, licenses,
     registrations or qualifications as have been obtained under the Securities
     Act, the Securities Exchange Act and the Trust Indenture Act and state
     securities or Blue Sky laws in connection with the exchange of Old Bonds
     for New Bonds and Preferred Stock, except where the failure to obtain such
     consent, approval, authorization, order, license, registration or
     qualification would not reasonably be expected to have Material Adverse
     Effect on Purchaser and all of its subsidiaries taken as a whole.

b)   Except as expressly disclosed in the Offering Circular, to such counsel's
     knowledge no stop order, restraining order or denial of an application for
     approval has been issued and no investigation, proceeding or litigation has
     been commenced or threatened before the Commission or any Other Agency with
     respect to the making or consummation of the Exchange Offer and the
     Solicitation or the consummation of the other transactions contemplated by
     this Agreement or the Offering Circular or with respect to the ownership of
     the Bonds by Purchaser or any of their respective subsidiaries.

c)   None of Purchaser or the Guarantors is, or will be as a result of the
     exchange by Purchaser of Old Bonds for New Bonds and Preferred Stock
     pursuant to the terms of the Exchange Offer, an "investment company" under
     the Investment Company Act of 1940, as amended, and the rules and
     regulations promulgated by the Commission thereunder.

d)   The Exchange Offer and Consent Solicitation Material, taken as a whole,
     comply with Rule 14e-1 under the Exchange Act.

e)   The Indentures conform in all material respects to the requirement of the
     TIA and the rules and regulations of the Commission applicable to an
     indenture which is qualified thereunder.*

                                       24


f)   The statements set forth in the Offering Circular under the caption
     "Description of Notes," insofar as it purports to constitute a summary of
     the terms of the New Bonds, the New Indenture, the Registration Rights
     Agreement and the Subsidiary Guarantee, fairly summarize in all material
     respects the terms thereof.* The statements contained in the section of the
     Offering Circular captioned "Certain U.S. Federal Income Tax
     Considerations," to the extent such statements constitute matters of the
     U.S. Federal income tax law and legal conclusions with respect thereto, are
     accurate in all material respects.

g)   The Preferred Stock has been duly authorized and, upon payment and delivery
     in accordance with the Dealer Manager Agreement will be validly issued,
     fully paid and non-assessable.

h)   The New Bonds have been duly authorized and validly executed and delivered
     by the Company. When the New Bonds have been issued, executed and
     authenticated in accordance with the provisions of the New Indenture and
     delivered to and exchanged for by the Holders of the Old Bonds in
     accordance with the terms of the Exchange Offer, the New Bonds will be
     entitled to the benefits of the New Indenture and will be valid and binding
     obligations of the Company, enforceable in accordance with their terms
     except as the enforceability thereof may be limited by (i) bankruptcy,
     insolvency or similar laws affecting creditors' rights generally and (ii)
     equitable principles of general applicability (whether considered in a
     proceeding in equity or at law).*

i)   The New Registered Bonds have been duly authorized by the Company. When the
     New Registered Bonds are issued, executed and authenticated in accordance
     with the terms of the Registered Exchange Offer and the New Indenture, the
     New Registered Bonds will be entitled to the benefits of the New Indenture
     and will be the valid and binding obligations of the Company, enforceable
     against the Company in accordance with their terms, except as (i) the
     enforceability thereof may be limited by bankruptcy, insolvency or similar
     laws affecting creditors' rights generally and (ii) rights of acceleration
     and the availability of equitable remedies may be limited by equitable
     principles of general applicability.*

j)   The Subsidiary Guarantee endorsed on the New Bonds by each Guarantor has
     been duly authorized, executed and delivered by each such Guarantor, is
     entitled to the benefits of the New Indenture and is the valid and binding
     obligation of such Guarantor, enforceable against such Guarantor in
     accordance with its terms, except as the enforceability thereof may be
     limited by (i) bankruptcy, insolvency or similar laws affecting creditors'
     rights generally and (ii) equitable principles of general applicability
     (whether considered in a proceeding in equity or at law).*

k)   The Subsidiary Guarantee to be endorsed on the New Registered Bonds by each
     Guarantor has been duly authorized by such Guarantor.*

l)   The Agreement has been duly authorized and validly executed and delivered
     by the Company and constitutes a legal, valid and binding agreement of the
     Company, enforceable against the Company in accordance with its terms
     except

                                       25


     as the enforceability thereof may be limited by (i) bankruptcy, insolvency
     or similar laws affecting creditors' rights generally and (ii) equitable
     principles of general applicability (whether considered in a proceeding in
     equity or at law), and that rights to indemnification or contribution
     provided for in this Agreement may be limited by federal and state laws or
     as being against public policy.

m)   Each of the New Indenture, the Supplemental Indenture and the Registration
     Rights Agreement has been duly authorized and validly executed and
     delivered by the Company and constitutes a legal, valid and binding
     agreement of the Company, enforceable against the Company in accordance
     with its terms except as the enforceability thereof may be limited by (i)
     bankruptcy, insolvency or similar laws affecting creditors' rights
     generally and (ii) equitable principles of general applicability (whether
     considered in a proceeding in equity or at law), and that rights to
     indemnification or contribution provided for in the Registration Rights
     Agreement may be limited by federal or state laws or as being against
     public policy.*

Such counsel shall also advise that no facts have come to its attention which
has caused it to believe that the Exchange Offer and Consent Solicitation
Material (apart from the financial information contained or incorporated by
reference therein as to which such counsel expresses no opinion) contains any
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements made therein, in light
of the circumstances under which they were made, not misleading.

"*" signifies opinions that will only be delivered at the Closing.

                                       26

EX-10.32

                                                                   Exhibit 10.32

                             STOCK OPTION AGREEMENT'

        This STOCK OPTION AGREEMENT (this "Agreement") is made effective as of
March 30, 1998, by and between APCOA/Standard Parking, Inc., a Delaware
corporation (the "Company"), and Myron C. Warshauer (together with his heirs and
permitted successors and assigns, "Optionee").

    1.  GRANT. The Company hereby grants to Optionee an option to purchase
from the Company .316257808 shares of the common stock of the Company (the
"Shares") at the Exercise Price (as defined in paragraph 2 below) during the
Exercise Period (as defined in paragraph 3 below) (the "Option").
Notwithstanding the foregoing, the number of Shares subject to the Option may be
adjusted as provided in paragraph 9 hereof. The Option is a non-qualified stock
option, not an incentive stock option, as defined in Section 422 of the Internal
Revenue Code of 1986, as amended.

    2.  EXERCISE PRICE. The Exercise Price per share shall be $283,944.00;

    3.  EXERCISE PERIOD. Optionee may exercise the Option, in whole or in
part, at any time and from time to time after March 30,1998 until the 10th
anniversary of the date hereof (the "Exercise Period"). Said 10-year period
shall not be subject to reduction for any reason.

    4.  VESTING. The Option shall fully vest and shall be immediately
exercisable upon execution of this Agreement.

    5.  EXERCISE OF OPTION. Optionee may exercise the Option by delivery to the
Company of a written notice in the form attached hereto as Exhibit A (the
"Exercise Notice"). The Option shall be deemed to have been exercised when (a)
the Company has received a completed Exercise Notice, and (b) the Company has
received payment in the amount of the applicable Exercise Price. No Shares shall
be issued pursuant to the exercise of the Option unless such issuance and
exercise shall comply with all applicable laws. Assuming such compliance, for
income tax purposes the Shares shall be considered transferred to Optionee on
the date on which the Option is exercised with respect to such Shares.

        (a) METHOD OF PAYMENT. Optionee may pay the applicable Exercise Price by
any of the following means:

            (i) cash or check; or

            (ii) cashless exercise pursuant to paragraph 7 below.



        (b) EXPENSES OF ISSUANCE. The Company shall issue the Shares upon
exercise of this Option without charge to Optionee for any issuance tax or other
cost incurred by the Company in connection with such exercise and the related
issuance of the Shares. Each of the Shares shall, upon payment of the Exercise
Price therefore, be fully paid and nonassessable and free from all liens and
charges with respect to the issuance thereof.

        (c) WITHHOLDING TAXES. In no event shall Shares be delivered to the
Optionee until the Optionee has paid to the Company in cash, or made
arrangements reasonably satisfactory to the Board regarding the payment of the
amount of any taxes of any kind required by law to be withheld with respect to
the Shares subject to the Option.

        (d) RESERVE. The Company shall at all times reserve and keep available
out of its authorized but unissued shares of common stock, for the purpose of
issuance upon the exercise of this Option, such number of shares of common stock
as are issuable upon the exercise in full of this Option. The Company shall take
all such actions as may be necessary to assure that all such shares of common
stock may be so issued without violation of any applicable law or governmental
regulation or any requirements of any securities exchange upon which the
Company's shares of common stock may be listed.

    6.  ADMINISTRATION. Any liability of the Company with respect to the
Option shall be based solely upon contractual obligations created by this
Agreement.

    7.  NET EXERCISE OPTION. At Optionee's election, Optionee shall have the
right to make a net-exercise or cashless exchange. In such event, Optionee shall
deliver the Exercise Notice to the Company and shall receive in exchange
therefore the number of shares of the Company's common stock equal to the
aggregate number of Shares being purchased upon exercise (I.E., the number of
shares as to which the Option is being exercised) less the number of shares of
the Company's common stock having a Market Value equal to the aggregate Exercise
Price of the Shares as to which the Option is being exercised. Optionee shall
also have the right to surrender to the Company securities of the Company having
a Market Value equal to the Exercise Price of the Shares being purchased upon
such exercise. The "Market Value" of a share of the Company's common stock shall
be determined pursuant to the formula set forth in Section 6.2(b) of the
Stockholders Agreement by and among Dosher Partners, L.P., SP Associates,
Holberg Industries, Inc. and AP Holdings, Inc., dated March 30, 1998, as same
has been subsequently amended (the "Stockholders Agreement").



    8.  REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee represents and
warrants to the Company as follows:

            (a) RELIANCE UPON INITIAL HOLDER'S REPRESENTATIONS.  Optionee
understands that the Option is not, and any Shares acquired upon exercise of the
Option (such Shares, together with the Option, being the "Securities") may not
be, cost incurred by the Company in connection with such exercise and the
related issuance of the Shares. Each of the Shares shall, upon payment of the
Exercise Price therefore, be fully paid and nonassessable and free from all
liens and charges with respect to the issuance thereof.

            (b) ACCREDITED INVESTOR: INVESTMENT EXPERIENCE. Optionee is an
accredited investor within the definition of Regulation D of the Securities Act.
Optionee is experienced in evaluating and investing in private placement
transactions of securities of companies similar to the Company and acknowledges
that Optionee is able to fend for himself, can bear the economic risk of
Optionee's investment, and has such knowledge and experience in financial and
business matters that Optionee is capable of evaluating the merits and risks of
the investment in the Option and Securities and can afford a complete loss of
his investment.

            (c) NO PUBLIC MARKET. Optionee understands that no public market now
exists for any of the Securities issued by the Company and there is no assurance
that a public market will ever exist for the Securities.

            (d) RESTRICTED SECURITIES. Optionee understands that the Securities
may not be sold, transferred, or otherwise disposed of without registration
under the Securities Act or an exemption there from, and that in the absence of
an effective registration statement covering the Securities or an available
exemption from registration under the Securities Act, the Securities must be
held indefinitely. In particular, Optionee is aware that the Securities may not
be sold pursuant to Rule 144 promulgated under the Securities Act unless all of
the conditions of that Rule are met. Among the conditions for use of Rule 144
may be the availability of current information to the public about the Company.
Such information is not now available and the Company has no present plans to
make such information available.

            (e) TAX CONSULTATION. Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

        9.  ANTI-DILUTION. If at any time after the date hereof the Company
shall issue shares of common stock, the Company hereby agrees to increase



the number of Shares subject to the Option by a number of shares of the
Company's common stock equal to the product of (i) the total number of
additional shares of common stock issued multiplied by (ii) a fraction, the
numerator of which is the Shares subject to the Option immediately prior to the
issuance of new shares of the Company's common stock and the denominator of
which is the total number of shares of the Company's common stock outstanding
immediately prior to the issuance of new shares of the Company's common stock.

        10. RESTRICTIONS ON TRANSFER. This Option is not transferrable without
the prior written consent of the Company, except that Optionee may transfer the
Option to (a) Optionee's affiliates (including, without limitation, Dosher
Partners, L.P. and Waverly Partners, L.P. or any success or entity to either of
them), spouse and/or direct descendants, and/or the heirs, executors,
administrators, testamentary trustees, legatees or beneficiaries of Optionee's
estate (or the estate of his spouse or direct descendants) upon death (all of
the foregoing? collectively, "Associates") or (b) any trust, the beneficiaries
of which, or any corporation, limited liability company or partnership, the
shareholders, members or `general or limited partners of which, consist solely
of Optionee or his Associates (and only for so long as there are no other
shareholders, members or partners) (each, a "Permitted Transferee"); provided,
however, that (I) any such Permitted Transferee shall have agreed in writing to
be bound by the terms of this Agreement with respect to the Shares and (ii) any
transfer to a Permitted Transferee shall not be in violation of applicable
federal or state securities laws. For purposes of this Section 10, an
"affiliate" of a subject person or entity shall be a person or entity directly
or indirectly controlling, controlled by or under common control with the
subject person or entity.

        11. INDEMNIFICATION. The Company shall hold Optionee harmless from, and
`indemnify, reimburse and defend Optionee from and against, any and all (i)
claims, losses, liabilities, obligations (including, without limitation, taxes,
assessments, interest and penalties thereon), damages, deficiencies and expenses
resulting from the Company's breach of this Agreement, or (ii) tax, interest or
penalties resulting from the grant (but not the exercise) of the Option.
Optionee shall hold the Company harmless from, and indemnify and defend the
Company against, any and all claims, losses, liabilities, obligations
(including, without limitation, taxes, and assessments, interest and penalties
thereon), damages, deficiencies and expenses resulting from Optionee's breach of
this Agreement, including without limitation, Optionee's breach of the
representations and warranties made herein.

        12. COORDINATION WITH STOCKHOLDERS AGREEMENT. Except as otherwise
expressly set forth in this Agreement, Optionee, the Company and the other
parties (the "Other Parties") named on the Joinder attached hereto



as Exhibit B (who are all parties to the Stockholders Agreement) hereby agree
that, upon exercise of the Option and transfer to Optionee of the Shares,
Optionee shall be bound by, and shall have the benefit of. the terms and
conditions of the Stockholders Agreement as a Stockholder, as therein defined.
Without limiting the generality of the foregoing, Optionee, the Company and the
Other Parties hereby acknowledge and agree that:

        (a) the Option and the Shares acquirable pursuant to the Option are
subject to, and are included in, any determinations of "Preemptive Rights" in
favor of Optionee pursuant to Section 4.2 of the Stockholders Agreement;

        (b) the Option and the Shares acquirable pursuant to the Option shall be
subject to, and included in, the "Tag-Along Rights" and the "Drag-Along
Rights"(and other terms) of Article V of the Stockholders Agreement (it being
understood that, immediately prior to the closing of a transaction involving
subject Tag-Along or Drag-Along Rights, as part of the inclusion of Shares
subject to a previously unexercised Option, the remaining Option (or applicable
portion thereof, as the case may be) shall be exercised and deemed exercised by
Optionee in a manner designated by Optionee pursuant to Sections 5 and 7 of this
Agreement);

        (c) the Option and the Shares ~acquirable pursuant to the Option shall
be subject to, and included in, the "Call Right" and the "Put Right" (and other
terms) of Article VI of the Stockholders Agreement (it being understood that,
immediately prior to the closing of a transaction involving a subject Put Right
or Call Right, as part of the inclusion of Shares subject to a previously
unexercised Option, the remaining Option (or applicable portion thereof, as the
case may be) shall be exercised and deemed exercised by Optionee in a manner
designated by Optionee pursuant to Sections 5 and 7 of this Agreement); and

        (d) the Option and the Shares acquirable pursuant to the Option shall be
deemed "Registrable Shares" for purposes of Article VII of the Stockholders
Agreement and Optionee shall be given reasonable opportunity to exercise the
Option (in any manner permitted by Sections 5 and 7 of this Agreement) so as to
include Shares subject to the Option in any registration process which is the
subject of said Article VII.

        13. NO VOTING: LIMITATION ON LIABILITY: NO RIGHT TO CONTINUED
EMPLOYMENT. This Option shall not entitle Optionee, prior to exercise, to any
voting rights or other rights as a Stockholder of the Company (although Optionee
may have such rights with respect to other shares of stock, or other interests,
in the Company owned by him). No provision hereof, in the



absence of affirmative action by Optionee to purchase Shares, and no enumeration
herein of the rights or privileges of Optionee, shall give rise to any liability
of Optionee for the Exercise Price of the Shares. Neither the Option nor any
terms contained in this Agreement shall confer upon the Optionee any express or
implied right to be retained in the service of the Company or any subsidiary of
the Company for any period or at all, nor restrict in any way any right of the
Company or any subsidiary of the Company concerning Optionee's employment.

        14. COMPLIANCE WITH LAWS AND REGULATIONS. THE Option and the obligation
of the Company to sell and deliver Shares hereunder shall be subject in all
respects to (I) all applicable Federal and state laws, rules and regulations and
(ii) any applicable listing, registration, qualification, approvals or other
requirements imposed by any securities exchange or government or regulatory
agency or body. Moreover, notwithstanding any other provision hereof, the Option
may not be exercised if its exercise, or the receipt of Shares pursuant thereto,
would be contrary to applicable law. The Company shall use its reasonable, good
faith efforts to cause timely compliance with all of the foregoing laws,
requirements, etc. to the extent such compliance is within its reasonable
control. Further, any delay or postponement of any right to exercise the Option
shall give rise to an extension of the Exercise Period equal to the period of
the delay or postponement, unless the delay is due to the fault of Optionee.

        15. NOTICES. Any notice or other communication required or permitted
hereunder to the Company may be delivered in person to the Company's Executive
Vice President and General Counsel or sent to the Company, attention: Robert
Sacks, by facsimile at 312/640-6162, or ~sent by certified or registered mail or
overnight courier, prepaid, addressed to the Company at APCOA/Standard Parking,
Inc., 900 North Michigan Avenue, Chicago, Illinois 60611, and, if to the
Optionee, shall be addressed to him at the address set forth below his signature
hereon, subject to the right of either party to designate at any time hereafter
in writing some other address.

        16. DESCRIPTIVE HEADINGS: GOVERNING LAW. The descriptive headings of the
several Sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement. The construction, validity and
interpretation of this Agreement shall be governed by the internal law, and not
the conflicts law, of the State of Delaware without presumption or construction
against the party preparing it.

        17. SUCCESSORS AND ASSIGNS. The Company may assign any and all of its
rights under this Agreement to its successors, and this Agreement shall inure to
the benefit of, and be binding on, the successors of the Company. Subject to the
restrictions on transfer herein set forth, this Agreement shall be binding upon
Optionee and his heirs, executors,



administrators, successors and assigns.

        18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes in its
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to
Optionee's interest except by means of a writing signed by the Company and
Optionee.

        19. SEVERABILITY. If any of the provisions of this Agreement should be
deemed unenforceable, the remaining provisions shall remain in full force and
effect.

            IN WITNESS WHEREOF, the Company has caused this Agreement to be
signed and attested by its duly authorized officers under its corporate seal
effective as of the date first written above.

                                            APCOA/STANDARD PARKING, INC.

                                            By
                                              ----------------------------------

                                            Its
                                              ----------------------------------

                                            MYRON C. WARSHAUER

                                            ------------------------------------
                                            Address:  1401 Waverly Road
                                                      Highland Park, IL 60035



                                    EXHIBIT A

                                 EXERCISE NOTICE

To: APCOA/Standard Parking, Inc.                                   Dated:

            The undersigned, pursuant to the provisions set forth in the Stock
Option Agreement dated effective as of March 30,1998 (the "Agreement"), hereby
exercises his right to purchase _________________ of the Shares at the Exercise
Price of __________________ as provided in the Agreement, and makes payment
herewith in full therefore, either in the form of cash or in a cashless (net
exercise) exchange at the price per share provided in the Agreement.

                                             Signature
                                                      --------------------------



                                    EXHIBIT B

                               CONSENT AND JOINDER
                                       TO
                             STOCK OPTION AGREEMENT

        THIS CONSENT AND JOINDER (this "AGREEMENT") to that certain Stock Option
Agreement made effective as of March 30, 1998, by and between APCOA/Standard
Parking, Inc., a Delaware corporation (the "Company") and Myron C. Warshauer
("OPTIONEE") (the "STOCK OPTION AGREEMENT"), is made effective as of March 0,
1998, by and among the Company, Optionee, Dosher Partners, L.P., a Delaware
limited partnership ("Dosher"), SP Associates, an Illinois general partnership
("SP Associates"), Steamboat Holdings, Inc., a Delaware corporation
("Steamboat"), AP Holdings, Inc., a Delaware corporation (AP Holdings"), and
Waverly Partners, L.P., an Illinois limited partnership ("Waverly" and, together
with Dosher, SP Associates, Holberg and Waverly, the "EXISTING SHAREHOLDERS"),
who are parties to that certain Stockholders Agreement dated March 30,1998 by
and among the Company and the Existing Shareholders (the "STOCKHOLDERS
AGREEMENT"). Capitalized terms used herein but not otherwise defined shall have
the meanings set forth in the Stockholders Agreement, as defined in the Stock
Option Agreement.

        WHEREAS, the Company has entered into the Stock Option Agreement with
Optionee pursuant to which the Company granted Optionee an option to purchase
(the "Option") certain shares of the Company's common stock (the "Shares");

        WHEREAS, pursuant to the Stock Option Agreement, Optionee holds certain
rights with respect to the Shares prior to exercise of the Option (the
"Rights"); and

        WHEREAS, the parties desire that the Option and the Shares shall be
subject to the Stockholders Agreement as provided in the Stock Option Agreement;

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

        1.  CONSENT TO GRANT OF RIGHTS. The Existing Shareholders hereby consent
to the execution of the Stock Option Agreement and the grant of



Rights thereunder, and join as parties and agree to be bound by the terms and
provisions of paragraph 11 of the Stock Option Agreement.

        2. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to the
benefit of and be enforceable by the Company, the Existing Shareholders and
Optionee, and their respective successors and assigns permitted under the
Stockholders Agreement.

          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.

                                            APCOA/STANDARD PARKING, INC.

                                            By:
                                               ---------------------------------
                                            Its:
                                                --------------------------------
                                            Date:
                                                 -------------------------------

                                            SP ASSOCIATES

                                            By:  SP Managers, L.P.
                                            Its: Managing Partner
                                                 By:  Standard Managers, Inc.
                                                 Its: General Partner
                                            By:
                                               ---------------------------------
                                            Its:
                                                --------------------------------
                                            Date:
                                                 -------------------------------

                                            STEAMBOAT HOLDINGS,  INC.

                                            By:
                                               ---------------------------------
                                            Its:
                                                --------------------------------
                                            Date:
                                                 -------------------------------

                                            AP HOLDINGS, INC.

                                            By:
                                               ---------------------------------
                                            Its:
                                                --------------------------------
                                            Date:
                                                 -------------------------------

                                            DOSHER PARTNERS, L.P.

                                            By:
                                               ---------------------------------
                                            Its:
                                                --------------------------------
                                            Date:
                                                 -------------------------------



                                            WAVERLY PARTNERS, L.P.

                                            By:
                                               ---------------------------------
                                            Its:
                                                --------------------------------
                                            Date:
                                                 -------------------------------

                                            MYRON C. WARSHAUER

                                            By:
                                               ---------------------------------
                                            Its:
                                                --------------------------------
                                            Date:
                                                 -------------------------------

EX-10.33

                    SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT
                                   AGREEMENT

     THIS SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Second
Amendment") is made and entered into as of this 19th day of October 2001, by and
between APCOA/STANDARD PARKING, INC., a Delaware corporation (the "Company") and
JAMES A. WILHELM ("Executive").

                                    RECITALS

     A. The Company and Executive are parties to an Executive Employment
Agreement dated August 1, 1999 (the "Employment Agreement"), which was modified
pursuant the First Amendment to Executive Employment Agreement dated April 25,
2001 ("First Amendment"). The Employment Agreement and First Amendment are
hereinafter collectively referred to as the "Employment Agreement". All
capitalized terms used herein and not otherwise defined shall have the same
meaning ascribed to such terms in the Employment Agreement.

     B. By Resolution of the Board of Directors of the Company on October 19,
2001, Executive was elected to the office of Chief Executive Officer, such
office to be held and exercised in addition to his existing duties and
responsibilities as President.

     C. The Company and Executive desire to amend certain terms of the
Employment Agreement as hereinafter set forth to reflect the additions in title,
duties, compensation and benefits of Executive which are effective as of October
19, 2001.

     NOW, THEREFORE, the Employment Agreement is hereby amended in the following
respects:

     1. The first sentence of Paragraph 1. (a) is hereby amended by deleting the
entire sentence and substituting the following sentence in lieu thereof:

        "(a) The Company agrees to employ Executive in the position of Chief
        Executive Officer and President as of October 19, 2001."

     2. Subparagraph (a) of Paragraph 2 is hereby amended by deleting the entire
first sentence and substituting the following sentence in lieu thereof:

        "(a) SALARY. Executive shall receive a base salary at the rate of not
        less than $530,000 per annum (the "Salary"), payable in accordance with
        the normal payroll practices of the Company as in effect from tine to
        time (but not less frequently then monthly)."



     3. Subparagraph (b) of Paragraph 2 is hereby amended by deleting the entire
subparagraph and inserting the following paragraph in lieu thereof:

        "(b) BONUS. For each calendar year during the term of the Agreement,
        the Executive shall be eligible for a pro-rata annual bonus of up to
        $150,000 (the "Annual Bonus") so long as the Company achieves not less
        than 96% of the EBITDA Goal (the "Minimum Attainment Level"). The Annual
        Bonus shall be calculated as the product of $150,000 multiplied by the
        EBITDA Attainment Level. Executive shall only be eligible for the Annual
        Bonus or a pro-rata portion thereof, as the case may be, upon the
        Company achieving the Minimum Attainment Level.

        For purposes of this Agreement, (i) the "EBITDA Goal" is $25 Million,
        determined each year from the Company's annual certified audit; and (ii)
        the "EBITDA Attainment Level" means the percentage of attainment of the
        EBITDA Goal from the Minimum Attainment Level to 100%."

     4. Subparagraph (f) of Paragraph 2 is hereby amended by inserting the
following sentence immediately following the last sentence of the subparagraph
ending "... applicable to peer Executives.":

        "During the Employment Period the Company agrees to reimburse Executive
        (i) the initiation cost of a country club membership in the Chicago
        metropolitan area, and (ii) the annual cost of such country club
        membership, including monthly dues."

     5. Subsection (i) of subparagraph 4 (c) is hereby amended by deleting the
reference to "24-month period" in the first sentence and substituting in lieu
thereof "36-month period".

     6. Subsection (ii) of subparagraph 4 (c) is hereby amended by (x) deleting
the multiplier "two times" in the first sentence and substituting in lieu
thereof "three times", and (y) deleting the reference to the "24-month period"
in the second sentence and substituting in lieu thereof "36-month period".

     7. Subsection (i) of subparagraph 5 (g) is hereby amended by deleting the
first sentence and substituting the following sentence in lieu thereof:

        "(i) if Executive's termination occurs for any reason other than Cause,
        the sum of $265,000 in equal monthly installments for up to eighteen
        months following the date of Termination."



     8. Except as specifically amended by this Second Amendment the Employment
Agreement shall remain unchanged and in full force and effect.

     IN WITNESS WHEREOF, Executive and the Company have executed this Second
Amendment as of day and year first above written.


     APCOA/Standard Parking, Inc.


     By:
         ------------------------
         John V. Holten
         Chairman of the Board


     Executive:


         ------------------------
         James A. Wilhelm

EX-10.34

                     THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT
                                   AGREEMENT

     THIS THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Second
Amendment") is made and entered into as of this 31st day of January 2002, by and
between APCOA/STANDARD PARKING, INC., a Delaware corporation (the "Company") and
JAMES A. WILHELM ("Executive").

                                    RECITALS

     A. The Company and Executive are parties to an Executive Employment
Agreement dated August 1, 1999 (the "Employment Agreement"), which was modified
pursuant the First Amendment to Executive Employment Agreement dated April 25,
2001 ("First Amendment") and the Second Amendment dated October 19, 2001 (the
"Second Amendment"). The Employment Agreement, the First Amendment and Second
Amendment are hereinafter collectively referred to as the "Employment
Agreement". All capitalized terms used herein and not otherwise defined shall
have the same meaning ascribed to such terms in the Employment Agreement.

     B. The Company and Executive desire to amend certain terms of the
Employment Agreement as hereinafter set forth.

     NOW, THEREFORE, the Employment Agreement is hereby amended in the following
respects:

     1. Subparagraph (b) of Paragraph 2 is hereby amended by deleting the entire
subparagraph and inserting the following paragraph in lieu thereof:

        "(b) BONUS. For the calendar year ending December 31, 2002, the
        Executive shall be eligible for a pro-rata annual bonus of up to
        $150,000 (the "Annual Bonus") so long as the Company achieves not less
        than 96% of the EBITDA Goal (the "Minimum Attainment Level"). The Annual
        Bonus shall be calculated as the product of $150,000 multiplied by the
        EBITDA Attainment Level. Executive shall only be eligible for the Annual
        Bonus or a pro-rata portion thereof, as the case may be, upon the
        Company achieving the Minimum Attainment Level.

        For purposes of this Agreement, (i) the "EBITDA Goal" is $25 Million,
        determined following the end of the calendar year ending December 31,
        2002, from the Company's annual certified audit; and (ii) the "EBITDA
        Attainment Level" means the percentage of



        attainment of the EBITDA Goal from the Minimum Attainment Level to 100%.

        For each year during the term of the Agreement following the calendar
        year ending December 31, 2002, the parties shall mutually agree upon a
        new bonus formula.

        Notwithstanding anything contained in this subparagraph 2 to the
        contrary, if the Company shall make an acquisition of another company or
        entity which shall impact in any way the calculation of the Company's
        earnings and/or profits (losses) during calendar year 2002 or any year
        thereafter during the term of the Agreement, the parties agree to modify
        whatever bonus formula then in effect on terms mutually agreeable so
        that the impact of the acquisition does not distort the anticipated
        bonus goals previously agreed to.

        For calendar year ending December 31, 2001, Executive shall be eligible
        to receive 10/12ths of an annual bonus, based upon the terms and
        conditions of an annual bonus program established by the Company for
        such calendar year. "

     2. Except as specifically amended by this Third Amendment the Employment
Agreement shall remain unchanged and in full force and effect.

     IN WITNESS WHEREOF, Executive and the Company have executed this Third
Amendment as of day and year first above written.

     APCOA/Standard Parking, Inc.

     By:
             ---------------------------
             John V. Holten
             Chairman of the Board

     Executive:

             ---------------------------
             James A. Wilhelm

EX-10.35

                                                                   Exhibit 10.35

                                AP HOLDINGS, INC.
                               545 Steamboat Road
                          Greenwich, Connecticut 06830

                                                                January 11, 2002

APCOA/Standard Parking, Inc.
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611

Gentlemen:

        This letter confirms the engagement of AP Holdings, Inc. ("AP Holdings")
by APCOA/Standard Parking, Inc. (the "Company" or "ASP") to render certain
advisory services (the "Services") to the Company, including in connection with
the restructuring of the direct and indirect parents of the Company and in
connection with the restructuring (the "Restructuring") of the Company and its
subsidiary ASP, as described in ASP's Offering Circular and Consent
Solicitation, dated November 20, 2001, as amended and supplemented (the "Amended
Offering Circular"). The capitalized terms used herein shall have the same
meaning ascribed to such terms in the Offering Circular, unless otherwise
provided.

        In consideration for the Services, the Company will pay to AP Holdings,
at the closing of the Restructuring, Three Million Dollars ($3,000,000) (the
"Restructure Fee").

        The terms and conditions of this letter and the Company's obligations to
make any other payments to AP Holdings as hereinafter described, in addition to
the Restructure Fee, is expressly conditioned upon the Company's compliance with
the terms of the covenants contained in, (a) the new $40 million senior credit
facility with LaSalle Bank National Association and various financial
institutions, and (b) the separate indentures governing (i) the 14% Senior
Subordinated Second Lien Notes, and (ii) the 9 1/4 % Senior Subordinated Notes,
including, but not limited to any restrictions on transactions with affiliates
contained therein.

        Subject to the foregoing paragraph, in addition to the fees payable to
AP Holdings pursuant to the foregoing, the Company agrees, from time to time
upon request, to reimburse AP Holdings for all reasonable out-of-pocket expenses
and disbursements incurred in connection with this retention, including without
limitation, the reasonable fees and disbursements of its legal counsel. Such
expenses and disbursements shall be itemized on invoices and shall be submitted
by AP Holdings to the Company.

        The Company will furnish AP Holdings with such information as AP
Holdings believes appropriate to its engagement (all such information so
furnished, being the "Information"). The Company recognizes and confirms that AP
Holdings (a) will use and rely primarily upon the Information and upon
information available from generally recognized public sources in performing the
services contemplated by this letter agreement without independent verification,
appraisal or evaluation thereof (b) does not assume responsibility for the
accuracy or completeness of the Information and such other information; (c) will
not make an appraisal of any assets of the Company; and (d) with respect to any
financial forecasts that may be furnished to or discussed with AP Holdings by
the Company, will assume that they have been reasonably prepared and reflect the
best then-currently available estimates and judgment of the Company's
management.



        The Company agrees to indemnify AP Holdings and its affiliates and their
respective directors, officers, employees, agents, consultants, advisors and
controlling persons (AP Holdings and each such person being an "Indemnified
Party") from and against any and all losses, claims, damages and liabilities,
joint or several, to which such Indemnified Party may become subject under any
applicable federal, state or foreign law, or otherwise, and related to or
arising out of the engagement of AP Holdings pursuant to, and the performance by
AP Holdings of the services contemplated by, this letter agreement and will
reimburse any Indemnified Party for all reasonable out-of-pocket expenses
(including reasonable counsel fees and expenses) as they are incurred in
connection with the investigation or defense of, or preparation of any pending
or threatened claim or any action or proceeding arising therefrom, whether or
not such Indemnified Party is a party and whether or not such claim, action or
proceeding is initiated or brought by or on behalf of the Company. The Company
will not be liable under the foregoing indemnification provision to the extent
that any loss, claim, damage, liability or expense is found in a final judgment
by a court to have resulted from AP Holdings' bad faith or gross negligence. The
Company also agrees that no Indemnified Party shall have any liability (whether
direct or indirect, in contract, tort or otherwise) to the Company, its security
holders or creditors related to or arising out of the engagement of AP Holdings
pursuant to, or the performance by AP Holdings of the services contemplated by,
this letter agreement except to the extent that any loss, claim, damage or
liability is found in a final judgment by a court to have resulted from AP
Holdings' bad faith or gross negligence.

        If the indemnification of an Indemnified Party provided for in this
letter agreement is for any reason held unenforceable, although otherwise
applicable in accordance with its terms, the Company agrees to contribute to the
losses, claims, damages and liabilities for which such indemnification is held
unenforceable (a) in such proportion as is appropriate to reflect the relative
benefits to the Company, on the one hand, and AP Holdings, on the other hand, of
the services provided pursuant to this letter agreement or (b) if (but only if)
the allocation provided for in clause (a) is for any reason held unenforceable,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (a) but also the relative fault of the Company, on the one
hand, and AP Holdings, on the other hand, as well as any other relevant
equitable considerations. The Company agrees that for the purposes of this
paragraph the relative benefits to the Company and AP Holdings of the services
provided pursuant to the terms of this letter agreement shall be deemed to be in
the same proportion that the total value realized by the Company as a result of
or in connection with such services bears to the fees paid or to be paid to AP
Holdings under this letter agreement; PROVIDED, that to the extent permitted by
applicable law, in no event shall the Indemnified Parties be required to
contribute an aggregate amount in excess of the aggregate fees actually paid to
AP Holdings under this letter agreement.

        The Company agrees that, without AP Holdings' prior written consent
(which consent* shall not be unreasonably withheld, conditioned or delayed), it
will not settle, compromise or consent to the entry of any judgment in any
pending or threatened claim, action or proceeding in respect of which
indemnification could reasonably be expected to be sought under the
indemnification provisions of this letter agreement (whether or not AP Holdings
or any other Indemnified Party is an actual or potential party to such claim,
action or proceeding), unless such settlement, compromise or consent includes an
unconditional release of each Indemnified Party from all liability arising out
of such claim, action or proceeding.

        The Company acknowledges and agrees that AP Holdings has been retained
to act solely as an advisor to the Company. In such capacity, AP Holdings shall
act as an independent contractor, and any duties of AP Holdings arising out of
its engagement pursuant to this letter agreement shall be owed solely



to the Company.

        AP Holdings' engagement hereunder may be terminated either by the
Company or AP Holdings at any time after six (6) months after the date hereof
upon written notice to that effect to the other party, it being understood that
the provisions relating to the payment of fees and expenses, indemnification,
limitations on the liability of the Indemnified Parties, contribution,
settlements, the status of AP Holdings as an independent contractor, the
limitation on to whom AP Holdings shall owe any duties and waiver of the right
to trial by jury will survive any such termination.

        In the event that an Indemnified Party is requested by the Company or
legally required to appear as a witness in any action brought by or on behalf of
or against the Company in which such Indemnified Party is not named as a
defendant, the Company agrees to reimburse AP Holdings for all reasonable
out-of-pocket expenses incurred by it in connection with such Indemnified
Party's appearance and preparation to appear as such a witness, including
without limitation, the reasonable fees and disbursements of its legal counsel.
No waiver, amendment or other modification of this letter agreement shall be
effective unless in writing and signed by each party to be bound thereby. This
letter agreement shall be governed by, and construed in accordance with, the
laws of the State of New York without giving effect to the conflict of laws
provisions thereof.

        Each of AP Holdings and the Company (on its own behalf and, to the
extent permitted by applicable law, on behalf of its shareholders) waives all
right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) related to or arising out of the engagement of
AP Holdings pursuant to, or the performance by AP Holdings of the services
contemplated by, this letter agreement.

        Please confirm that the foregoing correctly sets forth our agreement by
signing and returning to AP Holdings the duplicate copy of this letter agreement
enclosed herewith.

                            [Signature page follows.]



                                         Very truly yours,

                                         AP HOLDINGS, INC.

                                         By:
                                            ------------------------------------
                                            John V. Holten
                                            Chairman and Chief Executive Officer

Accepted and Agreed as of the date
first above written

APCOA/STANDARD PARKING, INC.

By:
   --------------------------------
   G. Marc Baumann
   Executive Vice President and Chief Financial Officer

EX-10.36

                                                                   Exhibit 10.36

                              CONSULTING AGREEMENT

            THIS AGREEMENT, made and entered into this 16th day of October, 2001
is between SHORELINE ENTERPRISES, LLC, a Delaware limited liability company (the
"Company"), and APCOA/STANDARD PARKING, INC., a Delaware corporation ("APCOA").

            Myron C. Warshauer ("MW"), the manager and principal owner of the
Company, has been the CEO of APCOA pursuant to an Employment Agreement dated
March 30, 1998 (the "Employment Agreement"). MW has now voluntarily resigned as
an officer/director of APCOA and is providing consulting services to APCOA
pursuant to paragraph 5(d) of the Employment Agreement.

            APCOA has now requested that the Company make MW available to
provide certain additional consulting services to APCOA. The Company and MW are
agreeable to same, but only on the terms set forth in this Agreement.

            IT IS, THEREFORE, AGREED:

            1.  CONSULTING COVENANTS. Commencing on the date of this Agreement
and continuing until terminated pursuant to paragraph 3 hereof, the Company
shall make MW available to consult and advise APCOA concerning matters as to
which MW has special competence, knowledge, skill or experience by reason of his
former participation in the activities of APCOA. The Company shall be free to
determine the amount of time which MW will spend in rendering such consulting
services and to determine the specific manner in which his services will be
performed, and to arrange Maw's own time, pursuits and consulting schedule;
provided, that such services shall be rendered at mutually agreeable times and
places, and shall not exceed 16 hours per month (in addition to the 24 hours per
month referred to in said paragraph 5(d) of the Employment Agreement). MW shall
provide such consulting services as "Vice Chairman (Emeritus)," which title and
role shall NOT be that of an officer, director, employee or agent.

            2.  CONSIDERATION. In consideration of the promises and covenants of
the Company hereunder, APCOA shall pay to the Company the annual sum of One
Hundred Fifty Thousand Dollars ($150,000.00), payable not less frequently than
monthly. Said amount shall be increased annually to reflect any adjustments in
the Consumer Price Index for All Urban Consumers. APCOA shall also reimburse the
Company for all expenses duly incurred in connection with the consulting
services to be performed hereunder which are authorized by APCOA in writing in
advance, upon submission of itemized expense statements in the manner and at the
time specified by APCOA.

            3.  TERM. Unless mutually agreed otherwise by the parties, this
Agreement shall have a term commencing on the date hereof and expiring on the
earlier of (i) the "Cutoff Date" (as defined in the Employment Agreement), or
(ii) the

            Company's notice to APCOA that the Company elects to terminate this
Agreement. This Agreement shall not be terminated for any other reason
whatsoever, including but not limited to "reasonable cause," physical or mental
incapacity or the like.



            4.  NOTICES. Any notice given pursuant to this Agreement shall be in
writing and shall be deemed given on the earlier of the date the same is (a)
personally delivered to the party to be notified, with receipt acknowledged, or
(b) mailed, postage prepaid, registered or certified with return receipt
requested, addressed as follows, or at such other address as a party may from
time to time designate in writing:

                         
                To the Company:             c/o Myron C. Warshauer
                                            1401 Waverly Rd.
                                            Highland Park, IL 60035

                To APCOA:                   c/o John V. Holton
                                            545 Steamboat Rd.
                                            Greenwich, CT 06830

                With a copy to:             APCOA/Standard Parking, Inc.
                                            900 N. Michigan Ave.
                                            Chicago, IL 60611
                                            Attn: General Counsel

                

            5.  MODIFICATION. No modification, amendment or waiver of the
provisions of this Agreement shall be effective unless in writing specifically
referring hereto and signed by both parties.

            6.  WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach.

            7.  ASSIGNABILITY AND BINDING EFFECT. Neither the Company nor APCOA
shall assign its rights or delegate the performance of its obligations hereunder
without the prior written consent of the other party. Subject to the provisions
of the preceding sentence, all the terms of this Agreement shall be binding upon
and shall inure to the benefit of the parties and their legal representatives,
successors and assigns.

            8.  GOVERNING LAW. This Agreement and the rights of the parties
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Illinois. The unenforceability or invalidity of any provisions of
this Agreement shall not affect the enforceability or validity of the balance of
this Agreement.

            9.  CAPTIONS. Captions contained in this Agreement are inserted for
convenience only and in no way define, limit, or extend the scope or intent of
any provision of this Agreement.



            IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

SHORELINE ENTERPRISES, LLC                  APCOA/STANDARD PARKING, INC.

By:                                         By:
   ---------------------------------           ---------------------------------
     Its:                                        Its: Chairman
         ---------------------------                  --------------------------

EX-10.37

                      AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of January 11, 2002

                                  by and among

                          APCOA/STANDARD PARKING, INC.
                                  as Borrower,

                        LASALLE BANK NATIONAL ASSOCIATION
                                    as Agent,

                                       and
                         VARIOUS FINANCIAL INSTITUTIONS



                                TABLE OF CONTENTS

                                    ARTICLE I

                                                                                                       
DEFINITIONS...................................................................................................1
     1.1      CERTAIN DEFINITIONS.............................................................................1
     1.2      OTHER DEFINITIONS; RULES OF CONSTRUCTION.......................................................25
     1.3      ACCOUNTING TERMS AND DETERMINATIONS............................................................25

                                   ARTICLE II

THE COMMITMENTS AND THE ADVANCES.............................................................................26
     2.1      COMMITMENTS OF THE LENDERS.....................................................................26
     2.2      TERMINATION AND REDUCTION OF COMMITMENTS AND THE TERM LOAN.....................................26
     2.3      FEES...........................................................................................27
     2.4      DISBURSEMENT OF REVOLVING CREDIT ADVANCES......................................................28
     2.5      CONDITIONS FOR TERM LOAN AND FIRST DISBURSEMENT. ..............................................30
     2.6      FURTHER CONDITIONS FOR DISBURSEMENT............................................................33
     2.7      SUBSEQUENT ELECTIONS AS TO BORROWINGS..........................................................34
     2.8      LIMITATION OF REQUESTS AND ELECTIONS...........................................................35
     2.9      MINIMUM AMOUNTS; LIMITATION ON NUMBER OF BORROWINGS............................................35
     2.10     SECURITY AND COLLATERAL........................................................................36

                                   ARTICLE III

PAYMENTS AND PREPAYMENTS OF ADVANCES.............................................................................36
     3.1      PRINCIPAL PAYMENTS.............................................................................36
     3.2      INTEREST PAYMENTS..............................................................................37
     3.3      LETTER OF CREDIT REIMBURSEMENT PAYMENTS........................................................38
     3.4      PAYMENT METHOD.................................................................................42
     3.5      NO SETOFF OR DEDUCTION.........................................................................42
     3.6      PAYMENT ON NON-BUSINESS DAY; PAYMENT COMPUTATIONS..............................................43
     3.7      ADDITIONAL COSTS...............................................................................43
     3.8      ILLEGALITY AND IMPOSSIBILITY...................................................................44
     3.9      INDEMNIFICATION................................................................................45
     3.10     SUBSTITUTION OF LENDER.........................................................................45

                                   ARTICLE IV

REPRESENTATIONS AND WARRANTIES...............................................................................46
     4.1      CORPORATE EXISTENCE AND POWER..................................................................46
     4.2      CORPORATE AUTHORITY............................................................................46
     4.3      BINDING EFFECT.................................................................................46



                                      - 2 -


                                                                                                       
     4.4      SUBSIDIARIES...................................................................................47
     4.5      LITIGATION.....................................................................................47
     4.6      FINANCIAL CONDITION............................................................................47
     4.7      USE OF REVOLVING CREDIT ADVANCES...............................................................48
     4.8      CONSENTS, ETC..................................................................................48
     4.9      TAXES..........................................................................................48
     4.10     TITLE TO PROPERTIES............................................................................48
     4.11     ERISA..........................................................................................49
     4.12     DISCLOSURE.....................................................................................49
     4.13     ENVIRONMENTAL AND SAFETY MATTERS...............................................................50
     4.14     NO DEFAULT.....................................................................................51
     4.15     INTELLECTUAL PROPERTY..........................................................................51
     4.16     NO BURDENSOME RESTRICTIONS.....................................................................52
     4.17     LABOR MATTERS..................................................................................52
     4.18     SOLVENCY.......................................................................................52
     4.19     NOT AN INVESTMENT COMPANY OR A HOLDING COMPANY; OTHER REGULATIONS..............................53
     4.20     SUBORDINATED DEBT DOCUMENTS....................................................................53
     4.21     PREFERRED STOCK DOCUMENTS......................................................................53
     4.22     BANK ACCOUNTS..................................................................................53
     4.23     FACILITY LEASES AND FACILITY MANAGEMENT AGREEMENTS.............................................53

                                    ARTICLE V
COVENANTS........................................................................................................54
     5.1      AFFIRMATIVE COVENANTS..........................................................................54
     5.2      NEGATIVE COVENANTS.............................................................................59
     5.3      ADDITIONAL COVENANTS...........................................................................70

                                   ARTICLE VI

DEFAULT..........................................................................................................70
     6.1      EVENTS OF DEFAULT..............................................................................70
     6.2      REMEDIES.......................................................................................74
     6.3      DISTRIBUTION OF PROCEEDS OF COLLATERAL.........................................................75
     6.4      LETTER OF CREDIT LIABILITIES...................................................................77

                                   ARTICLE VII

THE AGENT AND THE LENDERS........................................................................................77
     7.1      APPOINTMENT: NATURE OF RELATIONSHIP............................................................77
     7.2      POWERS.........................................................................................78
     7.3      GENERAL IMMUNITY...............................................................................78
     7.4      NO RESPONSIBILITY FOR LOANS, RECITALS, ETC.....................................................78
     7.5      ACTION ON INSTRUCTIONS OF LENDERS..............................................................78



                                      - 3 -


                                                                                                       
     7.6      EMPLOYMENT OF AGENTS AND COUNSEL...............................................................78
     7.7      RELIANCE ON DOCUMENTS; COUNSEL.................................................................79
     7.8      AGENT'S REIMBURSEMENT AND INDEMNIFICATION......................................................79
     7.9      NOTICE OF DEFAULT..............................................................................79
     7.10     RIGHTS AS A LENDER.............................................................................79
     7.11     LENDER CREDIT DECISION.........................................................................80
     7.12     SUCCESSOR AGENT................................................................................80
     7.13     COLLATERAL MANAGEMENT..........................................................................80
     7.14     RIGHT TO INDEMNITY.............................................................................81
     7.15     SHARING OF PAYMENTS............................................................................81
     7.16     WITHHOLDING TAX EXEMPTION......................................................................82

                                  ARTICLE VIII

MISCELLANEOUS....................................................................................................82
     8.1      AMENDMENTS, ETC................................................................................82
     8.2      NOTICES........................................................................................83
     8.3      NO WAIVER BY CONDUCT; REMEDIES CUMULATIVE......................................................84
     8.4      RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS.................................................84
     8.5      EXPENSES; INDEMNIFICATION......................................................................84
     8.6      SUCCESSORS AND ASSIGNS.........................................................................86
     8.7      COUNTERPARTS...................................................................................89
     8.8      GOVERNING LAW..................................................................................89
     8.9      TABLE OF CONTENTS AND HEADINGS.................................................................89
     8.10     CONSTRUCTION OF CERTAIN PROVISIONS.............................................................89
     8.11     INTEGRATION AND SEVERABILITY...................................................................89
     8.12     INDEPENDENCE OF COVENANTS......................................................................90
     8.13     INTEREST RATE LIMITATION.......................................................................90
     8.14     JUDGMENT AND PAYMENT...........................................................................90
     8.15     SUBMISSION TO JURISDICTION; WAIVERS............................................................91
     8.16     ACKNOWLEDGMENTS................................................................................91
     8.17     CONFIDENTIALITY................................................................................92
     8.18     WAIVER OF JURY TRIAL...........................................................................92



                                      - 4 -




EXHIBITS
               
Exhibit A         Form of Guaranty
Exhibit B-1       Form of Amended and Restated Pledge Agreement for the Company
Exhibit B-2       Form of Amended and Restated Pledge Agreement for the Guarantors
Exhibit B-3       Form of Limited Liability Company Membership Interests Security Agreement
Exhibit B-4       Form of Assignment of Partnership Interest Security Agreement
Exhibit B-5       Form of Joint Venture Interest Security Agreement
Exhibit C         Form of Revolving Credit Note
Exhibit D         Form of Term Note
Exhibit E-1       Form of Security Agreement of the Company
Exhibit E-2       Form of Security Agreement of the Guarantors
Exhibit F-1       Form of Amended and Restated Patent Collateral Security and Pledge Agreement
Exhibit F-2       Form of Amended and Restated Trademark Collateral Security and Pledge Agreement
Exhibit F-3       Form of Amended and Restated Memorandum of Grant of Security Interest in Copyrights
Exhibit G         Form of Notice of Borrowing
Exhibit H         Form of Legal Opinion of Counsel
Exhibit I         Form of Notice of Conversion/Continuation
Exhibit J         Form of Assignment and Acceptance
Exhibit K         Form of Borrowing Base Certificate


                                      - 5 -




SCHEDULES
                                         
Schedule 1.1-A                              Preferred Stock
Schedule 1.1-B                              Subordinated Note Documents
Schedule 1.1-C                              Existing Subordinated Note Documents
Schedule 1.1-D                              Pro Forma Financial Statements
Schedule 1.1-E                              Non-Guarantor Joint Ventures
Schedule 2.5(m)                             Parent Indebtedness
Schedule 4.4                                Subsidiaries and Joint Ventures
Schedule 4.5                                Litigation
Schedule 4.7                                Application of Funds
Schedule 4.13                               Environmental Matters
Schedule 4.15                               Intellectual Property
Schedule 4.22                               Bank Accounts
Schedule 4.23                               Facility Leases and Management Agreements
Schedule 5.2(e)                             Indebtedness
Schedule 5.2(f)                             Liens
Schedule 5.2(k)                             Investments, Loans and Advances
Schedule 5.2(l)(12)                         Indebtedness to Company of Parent, Principals and/or Related Parties


                                      - 6 -


                      AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDED AND RESTATED CREDIT AGREEMENT (as it may be further amended,
restated, modified or supplemented and in effect from time to time, this
"Agreement"), dated as of January 11, 2002 (the "Effective Date"), is by and
among APCOA/STANDARD PARKING, INC., a Delaware corporation (the "Company"), the
lenders party hereto from time to time, which, unless the context indicates
otherwise, shall include Bank One in its capacity as the issuer of any Existing
Letters of Credit (collectively, the "Lenders" and individually, a "Lender"),
and LASALLE BANK NATIONAL ASSOCIATION ("LaSalle"), a national banking
association, as agent for the Lenders (in such capacity, the "Agent").

                                    RECITALS

     WHEREAS, pursuant to that certain Credit Agreement dated as of March 30,
1998 (as amended, restated, modified and/or supplemented from time to time prior
to the date hereof, the "Existing Credit Agreement"), by and among the Company,
certain lenders party thereto, and Bank One, NA, formerly known as The First
National Bank of Chicago ("Bank One"), as agent, the Company obtained a
$40,000,000 six year secured revolving credit facility, including letters of
credit (the "Existing Credit Facility"), in order to refinance existing
indebtedness, to provide for certain acquisitions and to provide funds and other
financial accommodations for its corporate purposes; and

     WHEREAS, the Company now desires to restructure the Existing Credit
Facility in certain respects, including without limitation, to (i) convert
$15,000,000 of the Existing Credit Facility into a term loan from Bank One, (ii)
reduce the remaining principal amount of the Existing Credit Facility to the
lesser of $25,000,000 or the Borrowing Base (as hereinafter defined) and repay
any outstanding principal in excess of that amount, (iii) revise the commitment
percentages of the Lenders, and (iv) replace Bank One as agent with the Agent;
and

     WHEREAS, the Lenders and the Agent are each amenable to such requests,
subject to the following terms and conditions.

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

                                    ARTICLE I

DEFINITIONS

     1.1 CERTAIN DEFINITIONS. As used herein the following terms shall have the
following respective meanings:

     "ACCOUNT DEBTOR" shall mean any Person who is obligated to the Company or
any Subsidiary under an Account Receivable.

                                      - 7 -


     "ACCOUNT RECEIVABLE" shall mean, with respect to any Person, any right of
such person to payment for goods sold or leased or for services rendered,
whether or not evidenced by an instrument or chattel paper and whether or not
yet earned by performance.

     "ACCRUING INTEREST RATE" is defined in Section 3.2(c)(ii).

     "ACQUISITION" shall mean any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (i) acquires any ongoing business or all or
substantially all of the assets of any firm, corporation, partnership, limited
liability company or other business entity, or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or indirectly acquires
(in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the Capital Stock of
any Person.

     "ADJUSTED CORPORATE BASE RATE" shall mean the per annum rate equal to the
sum of (i) the Applicable Margin, plus (ii) the greater of (a) the Corporate
Base Rate or (b) the Federal Funds Rate plus 0.5%, in each case as in effect
from time to time. The Adjusted Corporate Base Rate shall change simultaneously
with any change in such Corporate Base Rate or Federal Funds Rate, as the case
may be.

     "ADJUSTED CORPORATE BASE RATE LOAN" shall mean any Revolving Credit Loan
which bears interest at the Adjusted Corporate Base Rate.

     "ADJUSTED EBITDA" shall mean without duplication, for any Calculation
Period, the sum of (A) Net Income for such period, excluding to the extent
reflected in determining such Net Income: (i) the income of any Person accrued
prior to the date it becomes a Subsidiary of the Company or is merged into or
consolidated with the Company or any of its Subsidiaries or that Person's assets
are acquired by the Company or any of its Subsidiaries, (ii) the proceeds of any
insurance policy, (iii) gains (but not losses) from the sale, exchange, transfer
or other disposition of property or assets not in the ordinary course of
business of the Company and its Subsidiaries, and related tax effects in
accordance with Generally Accepted Accounting Principles, (iv) any other
extraordinary or non-recurring gains or other gains not from continuing
operations of the Company or its Subsidiaries, and related tax effects in
accordance with Generally Accepted Accounting Principles, (v) the income of any
Person (including without limitation any Subsidiary or Joint Venture, but
excluding any Wholly Owned Subsidiary) in which any Person other than the
Company or any of its Subsidiaries has a joint interest or partnership interest
or other ownership interest, to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary or Joint Venture is not at
the time permitted by operation of the terms of its charter or of any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary or Joint Venture, except to the extent of the
amount of dividends or other distributions that are actually paid in cash to the
Company during such period, (vi) extraordinary non-cash losses and non-recurring
non-cash charges (including non-cash losses resulting from disposition of
Facility Leases and Facility Management Agreements and the write off of
intangible assets during such period), (vii) income taxes, (viii) minority
interests, (ix) interest income net of interest expense, as defined in

                                      - 8 -


accordance with Generally Accepted Accounting Principles (x) depreciation and
amortization expense, (xi) restructuring and other special charges of $9,700,000
incurred by the Company in calendar year 2001, restructuring and other special
charges of $6,000,000 incurred by the Company in calendar year 2002 as a result
of consummating the transactions contemplated by this Agreement, by the
Subordinated Note Documents and by the Preferred Stock Documents, (xii) bad debt
provision of $12,900,000 taken by the Company in calendar year 2001 in
connection with notes receivable from Holberg and Parent, and (xiii) any
Affiliate Amount made pursuant to Section 5.2(l)(2), plus (B) Adjusted EBITDA as
calculated herein of any Person related to any Permitted Acquisition consummated
during such Calculation Period, calculated, upon the Agent's consent, as if such
Permitted Acquisition had occurred on the first day of the relevant period.

     "ADJUSTED FIXED CHARGES" as of any date, shall mean the sum of (i) Fixed
Charges, provided that for fiscal quarters in 2002, Fixed Charges: (a) for the
fiscal quarter ending March 31, 2002 shall be deemed equal to the product of
Fixed Charges for such fiscal quarter times four, (b) for the fiscal quarter
ending June 30, 2002 shall be deemed equal to the product of Fixed Charges for
the two consecutive fiscal quarters then ending times two, and (c) for the
fiscal quarter ending September 30, 2002 shall be deemed equal to the product of
Fixed Charges for the three consecutive fiscal quarters then ending times four
thirds, all as determined in accordance with Generally Accepted Accounting
Principles, PLUS (ii) any amounts paid to the Parent pursuant to Section
5.2(l)(5) within the consecutive twelve-month period ending on the calculation
date.

     "ADJUSTED OFF-BALANCE SHEET LIABILITIES" of a Person shall mean,
Off-Balance Sheet Liabilities of such Person and its Subsidiaries, excluding (i)
all Facility Leases, Ordinary Course Equipment Leases and Facility Management
Agreements of such Person's and its Subsidiaries' businesses, and (ii) payments
required pursuant to that certain Executive Parking Management Agreement dated
as of May 1, 1998, together with the First Amendment thereto dated as of August
1, 1999, by and among the Company, D&E Parking, Inc., Edward E. Simmons and Dale
G. Stark.

     "ADJUSTED TOTAL DEBT" as of any date, shall mean the difference of (a) the
sum of (i) the consolidated Indebtedness (excluding Earnouts and Off-Balance
Sheet Liabilities) of the Company and its Subsidiaries as of such date, PLUS
(ii) the aggregate liquidation preference of the Preferred Stock and any other
preferred Capital Stock of the Company on which dividends, redemptions or other
distributions are mandatorily payable in cash or Cash Equivalents and all
accrued and unpaid dividends, redemptions and other distributions on any of the
Preferred Stock or any other preferred Capital Stock, PROVIDED, that for
purposes of calculating the covenant as of any date contained in Section 5.2(a)
only, the amount of the Preferred Stock and other preferred Capital Stock of the
Company shall include only such Preferred Stock and other preferred Capital
Stock upon which dividends, redemptions or distributions in cash or Cash
Equivalents are or will become mandatorily payable thereon within one year of
such date and are allowed to be paid pursuant to the terms of this Agreement
(but excluding the redemption of the Series C Preferred Stock in accordance with
Sections 5.2(l)(4) and (5) hereof), PLUS (iii) Adjusted Off-Balance Sheet
Liabilities, MINUS (b) the sum of (i) all Cash Equivalents of the Company and
its

                                      - 9 -


Subsidiaries at such date, PLUS (ii) the carrying value in excess of principal
with respect to the Existing Subordinated Notes, as shown on the balance sheets
of the Company.

     "ADJUSTED TOTAL DEBT TO ADJUSTED EBITDA RATIO" shall mean, at any time, the
ratio of (a) Adjusted Total Debt at such time to (b) Adjusted EBITDA, as
calculated as of the four most recently completed fiscal quarters of the
Company, all as determined in accordance with Generally Accepted Accounting
Principles.

     "AFFILIATE", when used with respect to any Person, shall mean any other
Person which, directly or indirectly, controls or is controlled by or is under
common control with such Person. For purposes of this definition "control"
(including the correlative meanings of the terms "controlled by" and "under
common control with"), with respect to any Person, shall mean possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise. Without limiting the foregoing
definition of Affiliate, any Person shall be deemed to control another Person if
the controlling Person owns or controls 10% or more of any class of voting
securities (or other ownership interest of any kind) of the controlled Person.

     "AFFILIATE AMOUNT" shall have the meaning as set forth in
Section 5.2(l)(2).

     "APPLICABLE LENDING OFFICE" shall mean, with respect to any Revolving
Credit Advance and/or the Term Loan made by any Lender or with respect to such
Lender's Commitment, the office of such Lender or of any Affiliate of such
Lender located at the address specified as the applicable lending office for
such Lender set forth next to the name of such Lender in the signature pages
hereof or any other office or Affiliate of such Lender or of any Affiliate of
such Lender hereafter selected and notified to the Company and the Agent by such
Lender.

     "APPLICABLE MARGIN" shall mean, with respect to any Adjusted Corporate Base
Rate Loan or LIBOR Loan, the applicable percentage set forth below:



            TYPE OF REVOLVING CREDIT LOAN               APPLICABLE MARGIN
                                                     
            LIBOR Loan                                  3.75% (375 basis points)
            Adjusted Corporate Base Rate Loan           1.50% (150 basis points)


     "ASSIGNMENT AND ACCEPTANCE" is defined in Section 8.6(c).

     "BANK SUBORDINATION AGREEMENT" shall mean that certain Subordination
Agreement dated as of January 11, 2002 between LaSalle and Bank One, as the same
may be amended, restated, modified or supplemented and in effect from time to
time.

     "BOARD OF DIRECTORS" shall mean the board of directors of the Company, or
any authorized committee of such board of directors.

                                     - 10 -


     "BORROWING" shall mean the aggregation of Revolving Credit Advances, or
continuations and conversions of Revolving Credit Loans, made pursuant to
Article II on a single date and, in the case of any LIBOR Loans, for a single
LIBOR Interest Period, which Borrowings may be classified for purposes of this
Agreement by reference to the type of Revolving Credit Loans or the type of
Revolving Credit Advances comprising the related Borrowing (e.g., a "LIBOR
Borrowing" is a Borrowing comprised of LIBOR Loans and a "Letter of Credit
Borrowing" is a Revolving Credit Advance comprised of a Single Letter of
Credit).

     "BORROWING BASE" shall mean, an amount equal to 80% of the unpaid amount
(net of such reserves and allowances as the Agent deems necessary in its
reasonable discretion) of all Eligible Accounts Receivable then existing,
calculated in accordance with Section 5.1(d)(ii).

     "BUSINESS DAY" shall mean a day other than a Saturday, Sunday or other day
on which banks in Chicago, Illinois are not open to the public for carrying on
substantially all of their banking functions.

     "CALCULATION PERIOD" shall mean any consecutive four fiscal quarter period.

     "CAPITAL EXPENDITURES" shall mean, for any period, the additions to
property, plant and equipment and other capital expenditures of the Company and
its Subsidiaries for such period, as determined in accordance with Generally
Accepted Accounting Principles.

     "CAPITAL LEASE" of any Person shall mean any lease which, in accordance
with Generally Accepted Accounting Principles, is or should be capitalized on
the books of such Person.

     "CAPITAL STOCK" shall mean (i) in the case of any corporation, all capital
stock and any securities exchangeable for or convertible into capital stock and
any warrants, rights or other options to purchase or otherwise acquire capital
stock or such securities or any other form of equity securities, (ii) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (iv) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distribution of assets of, the issuing
Person.

     "CASH EQUIVALENT" shall mean (i) cash in Dollars, (ii) securities issued or
directly and fully guaranteed or insured by the United States government or any
agency or instrumentality thereof having maturities of not more than six months
from the date of acquisition, (iii) marketable direct obligations issued by any
state of the United States of America or any political subdivision of any such
state or any public instrumentality thereof maturing within one year from the
date of acquisition thereof and, at the time of acquisition, having one of the
two highest ratings obtainable from either Standard & Poor's Ratings Group or
Moody's Investors Service, Inc., (iv) certificates of deposit and eurodollar
time deposits with maturities of six months or less from the date of
acquisition, bankers' acceptances with maturities not exceeding six months and
overnight bank deposits, in each case with any Lender or with any domestic
commercial bank, having capital and surplus in excess of $500,000,000 and a
Keefe Bank Watch Rating of "B" or

                                     - 11 -


better, (v) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (ii), (iii) and (iv)
above entered into with any financial institution meeting the qualifications
specified in clause (iv) above, (vi) commercial paper having one of the two
highest ratings obtained from Standard & Poor's Ratings Group or Moody's
Investors Service, Inc. and in each case maturing within six months after the
date of acquisition and (vii) investments in money market funds which invest
substantially all their assets in securities of the type described in clauses
(i) through (vi) above.

     "CHANGE OF CONTROL" shall mean the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition (other than in a
transaction described in clause (vi) below), in one or a series of related
transactions, of all or substantially all of the assets of Parent and its
Subsidiaries or of the Company and its Subsidiaries, in each case, taken as a
whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange
Act) other than the Principals or their Related Parties, (ii) the adoption of a
plan relating to the liquidation or dissolution of Parent or the Company, (iii)
the consummation of any transaction (including, without limitation, any merger
or consolidation) the result of which is that any "person" (as defined above),
other than the Principals and their Related Parties, becomes the "beneficial
owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange
Act, except that a person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
currently exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 50% of the Voting Stock of
Parent or the Company (measured by voting power rather than number of shares),
(iv) the first day on which a majority of the members of the Board of Directors
of the Company are not Continuing Directors, (v) the occurrence of any "Change
of Control" as defined in the Existing Subordinated Note Documents or the
Subordinated Note Indenture or any change of control or similar provision in any
other Subordinated Debt, the Preferred Stock or any other preferred Capital
Stock of the Company, or (vi) the Parent or the Company consolidates with, or
merges with or into, any Person or sells, assigns, conveys, transfers, leases or
otherwise disposes of all or substantially all of its assets to any Person, or
any Person consolidates with, or merges with or into, the Parent or the Company,
in any such event pursuant to a transaction in which any of the outstanding
Voting Stock of the Parent or the Company is converted into or exchanged for
cash, securities or other property, other than any such transaction where the
Voting Stock of the Parent or the Company outstanding immediately prior to such
transaction is converted into or exchanged for Voting Stock (other than
Disqualified Stock) of the surviving or transferee Person constituting a
majority of the outstanding shares of such Voting Stock of such surviving or
transferee Person (immediately after giving effect to such issuance).

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated thereunder.

     "C/L/C" shall mean any commercial letter of credit issued hereunder, as
amended from time to time.

     "CLOSING DATE" shall mean the date upon which all the conditions set forth
in Section 2.5 hereof shall have been satisfied (or waived in the Lenders' and
the Agent's discretion).

                                     - 12 -


     "COMMITMENTS" shall mean, as to all Lenders, the aggregate of the Revolving
Commitments and the Term Loan Commitments, and as to any Lender, shall mean such
Lender's proportionate share of the Revolving Commitments and the Term Loan
Commitments.

     "CONSOLIDATED" or "CONSOLIDATED" shall mean, when used with reference to
any financial term in this Agreement, the aggregate for two or more Persons of
the amounts signified by such term, for all such Persons determined on a
consolidated basis in accordance with Generally Accepted Accounting Principles.

     "CONTINGENT LIABILITIES" shall mean as to any Person any obligation of such
Person guaranteeing or intended to guarantee any Indebtedness, dividends or
other obligations ("primary obligations") of any Person (the "primary obligor")
in any manner, whether directly or indirectly, including, without limitation,
any obligation of such Person, whether or not contingent; (a) to purchase any
such primary obligation or any property constituting direct or indirect security
therefor; (b) to advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor; (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation; or (d)
otherwise to assure or hold harmless the owner of such primary obligation
against loss in respect thereof, PROVIDED however, that the term Contingent
Liabilities shall not include endorsements of instruments for deposit or
collection in the ordinary course of business; provided further, that, for
purposes of calculating the financial covenants contained in Sections 5.2(a)
through (d), Contingent Liabilities shall exclude all Off-Balance Sheet
Liabilities of such Person except for the Adjusted Off-Balance Sheet Liabilities
of such Person. The amount of any Contingent Liability shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Liability is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

     "CONTINUING DIRECTORS" shall mean, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the Effective Date or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

     "CONTRACTUAL OBLIGATION" shall mean, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

     "CORPORATE BASE RATE" shall mean the per annum rate announced by the Agent
from time to time as its prime rate of interest, which need not be the lowest
rate of interest it charges any of its customers. The Corporate Base Rate shall
change simultaneously with any change in such announced prime rate.

                                     - 13 -


     "DEFAULTING LENDER" shall mean any Lender that fails to make available to
the Agent such Lender's Loans required to be made hereunder or shall have not
made a payment required to be made to the Agent hereunder. Once a Lender becomes
a Defaulting Lender, such Lender shall continue as a Defaulting Lender until
such time as such Defaulting Lender makes available to the Agent the amount of
such Defaulting Lender's Loans and all other amounts required to be paid to the
Agent pursuant to this Agreement.

     "DISQUALIFIED STOCK" shall mean any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, or otherwise has any
distributions or other payments which are mandatory or otherwise required at any
time on or prior to the date that is one year after the Term Loan Termination
Date, provided that any payment that is required solely due to a customary
change of control provision not more restrictive than the Change of Control
default in this Agreement shall not cause such Capital Stock to be deemed
Disqualified Stock. The foregoing definition does not include the Series C
Preferred Stock or the Series D Preferred Stock.

     "DOLLARS" and "$" shall mean the lawful money of the United States of
America.

     "DOMESTIC SUBSIDIARY" shall mean each present and future Subsidiary of the
Company which is not a Foreign Subsidiary.

     "EARNOUTS" shall mean any payment which may be owing by the Company in
connection with any Acquisition, which payment is contingent upon the earnings
or other financial performance of the assets or stock being acquired pursuant to
such Acquisition.

     "EFFECTIVE DATE" shall mean the effective date specified in the first
paragraph of this Agreement.

     "ELIGIBLE ACCOUNT RECEIVABLE" means an Account Receivable owing to the
Company or any Guarantor (other than Parent) which meets each of the following
requirements:

          (1) it arises from the rendering of services by the Company or the
     applicable Guarantor;

          (2) it (a) is subject to a perfected Lien in favor of the Agent and
     (b) is not subject to any other assignment, claim or Lien other than
     Permitted Liens;

          (3) it is a valid, legally enforceable and unconditional obligation of
     the Account Debtor with respect thereto, and is not subject to any
     counterclaim, credit, allowance, discount, rebate or adjustment by the
     Account Debtor with respect thereto, or to any claim by such Account Debtor
     denying liability thereunder in whole or in part (PROVIDED, that in the
     event any counterclaim, credit, allowance, rebate or adjustment is
     asserted, or discount is granted, the Account Receivable shall only be
     ineligible pursuant to this CLAUSE (3) to the extent of the same);

                                     - 14 -


          (4) there is no bankruptcy, insolvency or liquidation proceeding by or
     against the Account Debtor with respect thereto;

          (5) the Account Debtor with respect thereto is a resident or citizen
     of, and is located within, the United States, unless the sale of services
     giving rise to such Account Receivable is on letter of credit, banker's
     acceptance or other credit support terms reasonably satisfactory to the
     Agent;

          (6) it arises in the ordinary course of business of the Company or the
     applicable Guarantor;

          (7) if the Account Debtor (other than "monthly parkers") is the United
     States or any department, agency or instrumentality thereof, the Company or
     the applicable Guarantor has assigned its right to payment of such Account
     Receivable to the Agent pursuant to the Assignment of Claims Act of 1940;

          (8) if the Company maintains a credit limit for an Account Debtor, the
     aggregate dollar amount of Accounts Receivable due from such Account
     Debtor, including such Account Receivable, does not exceed such credit
     limit;

          (9) if the Account Receivable is evidenced by chattel paper or an
     instrument, the originals of such chattel paper or instrument shall have
     been endorsed and/or assigned and delivered to the Agent in a manner
     satisfactory to the Agent;

          (10) such Account Receivable is not more than (a) 60 days past the due
     date thereof or (b) 90 days past the original invoice date thereof, in each
     case according to the original terms of sale;

          (11) it is not an Account Receivable with respect to an Account Debtor
     that is located in any jurisdiction which has adopted a statute or other
     requirement with respect to which any Person that obtains business from
     within such jurisdiction must file a notice of business activities report
     or make any other required filings in a timely manner in order to enforce
     its claims in such jurisdiction's courts unless such notice of business
     activities report has been duly and timely filed or the Company or the
     applicable Guarantor is exempt from filing such report and has provided the
     Agent with satisfactory evidence of such exemption;

          (12) the Account Debtor with respect thereto is not the Company or an
     Affiliate of the Company, PROVIDED, that the aggregate Accounts Receivable
     of Affiliates of the Company may be Eligible Accounts Receivable up to an
     aggregate amount of $500,000, and to the extent that they comply with the
     other clauses of this definition;

          (13) it is not owed by an Account Debtor with respect to which 50% or
     more of the aggregate amount of outstanding Accounts Receivable owed at
     such time by such Account Debtor is classified as ineligible under CLAUSE
     (10) of this definition; and

                                     - 15 -


          (14) if the aggregate amount of all Accounts Receivable owed by the
     Account Debtor thereon exceeds 25% of the aggregate amount of all Accounts
     Receivable at such time, then all Accounts Receivable owed by such Account
     Debtor in excess of such amount shall be deemed ineligible.

An Account Receivable which is at any time an Eligible Account Receivable, but
which subsequently fails to meet any of the foregoing requirements, shall
forthwith cease to be an Eligible Account Receivable. Any Account Receivable or
portion thereof which is not an Eligible Account Receivable, but for which the
Company corrects the condition or conditions prohibiting it from being an
Eligible Account Receivable (to the extent such condition or conditions are
correctable), shall forthwith be deemed an Eligible Account Receivable to the
extent it then meets all of the foregoing requirements for an Eligible Account
Receivable. With respect to any Account Receivable, if the Agent or the
Revolving Lenders at any time hereafter determine in their discretion that the
prospect of payment or performance by the Account Debtor with respect thereto is
materially impaired for any reason whatsoever, such Account Receivable shall
cease to be an Eligible Account Receivable after notice of such determination is
given to the Company.

     "ENVIRONMENTAL LAWS" at any date shall mean all provisions of law,
statutes, ordinances, rules, regulations, judgments, writs, injunctions,
decrees, orders, awards and standards promulgated by the government of the
United States of America or any foreign government or by any state, province,
municipality or other political subdivision thereof or therein or by any court,
agency, instrumentality, regulatory authority or commission of any of the
foregoing concerning the protection of, or regulating the discharge of hazardous
substances into, the environment.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations thereunder.

     "ERISA AFFILIATE" shall mean any trade or business (whether or not
incorporated) which, together with the Company or any Subsidiary of the Company,
would be treated as a single employer under Section 414 of the Code.

     "EVENT OF DEFAULT" shall mean any of the events or conditions described in
Section 6.1.

     "EXCESS CASH FLOW" shall mean Adjusted EBITDA MINUS Adjusted Fixed Charges,
all as determined in accordance with Generally Accepted Accounting Principles.

     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

     "EXISTING INDENTURE" shall mean that certain Indenture dated March 30,
1998, by and among the Company, "Subsidiary Guarantors" (as named therein), and
State Street Bank and Trust Company as trustee thereunder, as the same may be
amended, restated, modified or supplemented and in effect from time to time.

                                     - 16 -


     "EXISTING LETTER OF CREDIT" shall mean any letter of credit issued by Bank
One pursuant to the Existing Credit Agreement prior to the Effective Date which
has not expired or been drawn in full and reimbursed as of the Effective Date.

     "EXISTING SUBORDINATED NOTES" shall mean the 9 1/4% Senior Subordinated
Notes issued by the Company in the original aggregate principal amount of
$140,000,000 due 2008 issued pursuant to the Existing Indenture, as the same may
be amended, restated, modified or supplemented and in effect from time to time.

     "EXISTING SUBORDINATED NOTE DOCUMENTS" shall mean the Existing Indenture,
the Existing Subordinated Notes and all agreements, instruments and documents
executed in connection therewith at any time, including without limitation those
agreements, instruments and documents listed on SCHEDULE 1.1-C hereto, in each
case, as the same may be amended, restated, modified or supplemented and in
effect from time to time.

     "FACILITY LEASES" shall mean agreements for the lease by the Company or any
of its Subsidiaries or Joint Ventures of real estate utilized as a vehicle
parking facility and/or for ancillary parking and transportation services.

     "FACILITY MANAGEMENT AGREEMENT" shall mean any agreement (other than the
Facility Leases), for the provision by the Company or any of its Subsidiaries or
Joint Ventures of services for the management or operation of a vehicle parking
facility and/or ancillary parking and transportation services, including without
limitation any such agreement designated as a management agreement, parking
enforcement agreement, operating agreement or license agreement.

     "FEDERAL FUNDS RATE" shall mean, for any day, an interest rate per annum
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its discretion.

     "FEE LETTER" shall mean that certain letter agreement by and between the
Company and the LaSalle, dated January 11, 2002, whereby the Company has agreed
to pay an annual agency fee to LaSalle in its capacity as Agent, and a
post-closing arrangement fee to LaSalle in its individual capacity, on the terms
and conditions stated in such letter agreement.

     "FIXED CHARGE COVERAGE RATIO" shall mean, as of the last day of any fiscal
quarter of the Company, the ratio of (a) Adjusted EBITDA, to (b) Fixed Charges,
in each case as calculated for the four consecutive fiscal quarters then ending,
provided that Fixed Charges as calculated for the fiscal quarter ending March
31, 2002 shall be deemed equal to the product of Fixed Charges for such fiscal
quarter times four, as calculated for the fiscal quarter ending June 30, 2002
shall

                                     - 17 -


be deemed equal to the product of Fixed Charges for the two consecutive fiscal
quarters then ending times two, and as calculated for the fiscal quarter ending
September 30, 2002 shall be deemed equal to product of Fixed Charges for the
three consecutive fiscal quarters then ending times four thirds, all as
determined in accordance with Generally Accepted Accounting Principles.

     "FIXED CHARGES" shall mean, for any period, the sum, without duplication,
of (a) Net Interest Expense, PLUS (b) all payments of principal and other sums
required to be paid in cash during such period by the Company or its
Subsidiaries with respect to Indebtedness (excluding Off-Balance Sheet
Liabilities and any payments of the principal amount of the Term Loan) of the
Company or its Subsidiaries, PLUS (c) Net Capital Expenditures during such
period by the Company and its Subsidiaries, PLUS (d) all dividends,
distributions and other similar obligations actually paid in cash with respect
to Capital Stock (other than pursuant to Sections 5.2(l)(2), (4) and (5)), PLUS
(e) all payments which are actually paid in cash during such period by the
Company or its Subsidiaries pursuant to any Earnouts and any Adjusted
Off-Balance Sheet Liabilities, unless such amount has been previously deducted
from Adjusted EBITDA, PLUS (f) all accrued income taxes paid or payable in cash
for such period for the Company or its Subsidiaries.

     "FOREIGN SUBSIDIARY" shall mean any present or future Subsidiary of the
Company incorporated or formed in any jurisdiction other than any State or other
political subdivision of the United States of America.

     "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" shall mean generally accepted
accounting principles as in effect in the United States of America from time to
time, applied on a basis consistent (except for changes concurred in by the
Company's independent public accountants) with the most recent audited
consolidated financial statements of the Company and its Subsidiaries delivered
to the Lenders.

     "GUARANTY" shall mean the Amended and Restated Guaranty entered into by
each existing, new or future Guarantor, for the benefit of the Agent and the
Lenders pursuant to this Agreement in substantially the form of Exhibit A
hereto, as such guaranty may be amended, restated, modified or supplemented and
in effect from time to time.

     "GUARANTOR" shall mean the Parent, each present and future Domestic
Subsidiary of the Company (other than Atrium Parking, Inc.), each other present
and future Joint Venture of the Company (other than any present or future Joint
Venture of the Company which is prohibited by its organizational documents from
becoming a Guarantor, and which shall be identified on SCHEDULE 1.1-E attached
hereto), or any other Person executing a Guaranty at any time.

     "HAZARDOUS MATERIAL" is defined in Section 4.13.

     "HOLBERG" shall mean, Holberg Industries, Inc., a Delaware corporation.

     "HOLDERS" shall mean the record holders of the 14% Notes.

                                     - 18 -


     "INDEBTEDNESS" of any Person shall mean, as of any date, without
duplication, (a) all obligations of such Person for borrowed money or evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or bankers' acceptances, (b) all
obligations of such Person as lessee under any Capital Lease, (c) all
obligations which are secured by any Lien existing on any asset or property of
such Person whether or not the obligation secured thereby shall have been
assumed by such Person, provided that if such Person shall not have assumed such
obligation, then the amount of such obligation determined pursuant to this
clause (c) shall not exceed the value of such encumbered asset or property, (d)
the unpaid purchase price for goods, property or services acquired by such
Person, except for trade accounts and accrued expenses payable arising in the
ordinary course of business which are not past due within customary payment
terms, (e) all obligations of such Person in respect of any Swap (valued in an
amount equal to the highest termination payment, if any that would be payable by
such Person upon termination for any reason on the date of determination), (f)
all Earnouts, (g) all Disqualified Stock, (h) all Off-Balance Sheet Liabilities,
and (i) all Contingent Liabilities of such Person with respect to or relating to
indebtedness, obligations and liabilities of others similar in character to
those described in clauses (a) through (h) of this definition.

     "INTEREST COVERAGE RATIO" shall mean, as of the end of any fiscal quarter,
the ratio of (a) Adjusted EBITDA to (b) Net Interest Expense, in each case as
calculated for the four consecutive fiscal quarters then ending, provided that
Net Interest Expense as calculated for the fiscal quarter ending March 31, 2002
shall be deemed equal to the product of Net Interest Expense for such fiscal
quarter times four, as calculated for the fiscal quarter ending June 30, 2002
shall be deemed equal to the product of Net Interest Expense for the two
consecutive fiscal quarters then ending times two and as calculated for the
fiscal quarter ending September 30, 2002 shall be deemed equal to product of Net
Interest Expense for the three consecutive fiscal quarters then ending times
four thirds, all as determined in accordance with Generally Accepted Accounting
Principles.

     "INTEREST PAYMENT DATE" shall mean (a) for any LIBOR Loan, the last day of
each LIBOR Interest Period with respect to such LIBOR Loan, and, in the case of
any LIBOR Interest Period exceeding three months, those days that occur during
such LIBOR Interest Period at intervals of three months after the first day of
such LIBOR Interest Period; and (b) in all other cases, the last Business Day of
each month occurring after the date hereof, commencing on January 31, 2001
(except as set forth in Section 3.2(c)(ii)).

     "JOINT VENTURE" shall mean any corporation, limited or general partnership,
limited liability company, association, trust or other business entity of which
the Company or one or more of its Subsidiaries owns beneficially at least 25%
but less than 100% of the Capital Stock.

     "LENDER INDEBTEDNESS" shall mean (a) the Revolving Credit Advances, the
Term Loan and all other indebtedness, obligations and liabilities of the Company
and of each Guarantor to the Agent or the Lenders under any Loan Document,
including without limitation, all amounts owed pursuant to any Reimbursement
Agreements and any "Permitted Junior Securities" issued in favor of Bank One as
defined in and pursuant to the Bank Subordination Agreement, and (b)

                                     - 19 -


all indebtedness, obligations and liabilities of the Company and of each
Guarantor to any Lender in respect of any Swaps, in all cases whether now
outstanding or hereafter arising.

     "LETTER OF CREDIT" shall mean a C/L/C or S/L/C having a stated expiry date
or a date upon which the draft must be reimbursed not later than twelve months
(provided that Letters of Credit which are automatically renewable annually but
may be canceled by the Agent annually are permissible) after the date of
issuance and not later than 25 days before the Revolving Credit Termination Date
(or such later date as the Agent may agree in its sole discretion, and provided
that any Letter of Credit so issued shall be cash-collateralized or supported by
another letter of credit issued by a bank acceptable to the Agent and issued on
other terms and conditions acceptable to the Agent), issued by the Agent on
behalf of the Revolving Lenders for the account of the Company or a Subsidiary
pursuant to Section 2.1(a) under an application and related documentation
acceptable to the Agent requiring, among other things, immediate reimbursement
by the Company or a Subsidiary to the Agent in respect of all drafts or other
demand for payment honored thereunder and all expenses paid or incurred by the
Agent relative thereto.

     "LETTER OF CREDIT ADVANCE" shall mean any issuance of a Letter of Credit
under Section 2.4 and made pursuant to Section 2.1(a) occurring after the
Effective Date in which each Revolving Lender acquires a pro rata risk
participation.

     "LETTER OF CREDIT DOCUMENTS" is defined in Section 3.3(b).

     "LIBOR" shall mean, with respect to any LIBOR Loan and the related LIBOR
Interest Period, the rate per annum obtained by dividing (i) the per annum rate
of interest at which deposits in Dollars for such LIBOR Interest Period and in
an aggregate amount comparable to the amount of the applicable LIBOR Loan are
published by Bloomberg's Financial Markets Commodities News at approximately
8:00 a.m. Chicago time on the third LIBOR Business Day prior to the first day
of such LIBOR Interest Period (or if not so published, Agent, in its sole
discretion, shall designate another daily financial or governmental publication
of national circulation to determine such rate); provided, however, that after
the first election of a LIBOR Interest Period with respect to any LIBOR Loan,
such per annum rate shall be determined at approximately 8:00 a.m. Chicago time
on the first LIBOR Business Day of the month for each LIBOR Interest Period
thereafter, by (ii) an amount equal to one minus the stated maximum rate
(expressed as a decimal) of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other reserves)
that are specified on the first day of such LIBOR Interest Period by the Board
of Governors of the Federal Reserve System (or any successor agency thereto) for
determining the maximum reserve requirement with respect to eurocurrency funding
(currently referred to as "Eurocurrency liabilities" in Regulation D of such
Board) maintained by a member bank of such System;

all as conclusively determined by the Agent, such sum to be rounded up, if
necessary, to the nearest whole multiple of one one-hundredth of one percent
(1/100 of 1%).

                                     - 20 -


     "LIBOR BUSINESS DAY" shall mean, with respect to any LIBOR Loan, a day
which is both a Business Day and a day on which dealings in Dollar deposits are
carried out in the London interbank market.

     "LIBOR INTEREST PERIOD" shall mean, with respect to any LIBOR Loan, the
period commencing on the day such Loan is made or converted to a LIBOR Loan and
ending on the date one, two or three months thereafter, as the Company may elect
under Section 2.4 or 2.7, and each subsequent period commencing on the last day
of the immediately preceding LIBOR Interest Period and ending on the date one,
two or three months thereafter, as the Company may elect under Section 2.4 or
2.7, provided, however, that (a) any LIBOR Interest Period which commences on
the last LIBOR Business Day of a calendar month (or on any day for which there
is no numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last LIBOR Business Day of the appropriate subsequent
calendar month, (b) each LIBOR Interest Period which would otherwise end on a
day which is not a LIBOR Business Day shall end on the next succeeding LIBOR
Business Day or, if such next succeeding LIBOR Business Day falls in the next
succeeding calendar month, on the next preceding LIBOR Business Day, and (c) no
LIBOR Interest Period which would end after the Revolving Credit Termination
Date shall be permitted.

     "LIBOR LOAN" shall mean any Revolving Credit Loan which bears interest at a
rate equal to (i) the Applicable Margin, PLUS (ii) LIBOR, as determined for the
relevant LIBOR Interest Period.

     "LIEN" shall mean any pledge, assignment, hypothecation, mortgage, security
interest, deposit arrangement, option, conditional sale or title retaining
contract, sale and leaseback transaction, financing statement filing, lessor's
or lessee's interest under any capital lease or any other type of lien, charge
or encumbrance.

     "LOANS" shall mean the Term Loan and the Revolving Credit Loan.

     "LOAN DOCUMENTS" shall mean, collectively, this Agreement, the Notes, the
Security Documents, the Bank Subordination Agreement and any other agreement,
instrument or document executed in connection with any of the foregoing at any
time, in each case, as the same may be amended, restated, modified or
supplemented and in effect from time to time.

     "MATERIAL ADVERSE EFFECT" shall mean (i) a material adverse effect on the
property, business, operations, financial condition, liabilities, prospects or
capitalization of the Company and its Subsidiaries, taken as a whole, (ii) a
material adverse effect on the ability of the Company and the Guarantors to
perform their collective obligations under the Loan Documents taken as a whole,
or (iii) a material adverse effect on the rights and remedies of the Agent or
the Lenders under the Loan Documents.

     "MULTIEMPLOYER PLAN" shall mean any "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA or Section 414(f) of the Code.

                                     - 21 -


     "NET CAPITAL EXPENDITURES" shall mean Capital Expenditures, exclusive of
any such Capital Expenditures financed on a non-recourse basis (i.e., on
customary non-recourse terms and with recourse solely to the asset being
financed with such non-recourse debt) by third parties which are not Affiliates
of the Company, and, as may be permitted by the Agent in writing, exclusive of
any Capital Expenditures to complete a Permitted Acquisition.

     "NET CASH PROCEEDS" shall mean, (a) in connection with any sale or other
disposition of any asset or any settlement by, or receipt of payment in respect
of, any property insurance claim or condemnation award, the cash proceeds
(including any, cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise, but only as and when received) of such sale, settlement
or payment, net of reasonable and documented attorneys' fees, accountants' fees,
investment banking fees, amounts required to be applied to the repayment of
Indebtedness secured by a Lien expressly permitted hereunder on any asset which
is the subject of such sale, insurance claim or condemnation award (other than
any Lien in favor of the Agent for the benefit of the Agent and the Lenders) and
other customary fees actually incurred in connection therewith and net of taxes
paid or reasonably estimated to be payable as a result thereof and (b) in
connection with any issuance or sale of any equity securities or debt securities
or instruments or the incurrence of loans, the cash proceeds received from such
issuance or incurrence, net of investment banking fees, reasonable and
documented attorneys' fees, accountants' fees, underwriting discounts and
commissions and other reasonable and customary fees and expenses actually
incurred in connection therewith.

     "NET INCOME" shall mean, for any period, the net income (or loss) of the
Company and its Subsidiaries on a consolidated basis for such period taken as a
single accounting period, determined in accordance with Generally Accepted
Accounting Principles.

     "NET INTEREST EXPENSE" shall mean, for any period, payments in cash or Cash
Equivalents for (i) total interest (including without limitation, the Accruing
Interest Rate, whether or not paid in cash) and related expense with respect to
the Indebtedness (excluding Off-Balance Sheet Liabilities except for Adjusted
Off-Balance Sheet Liabilities), (ii) all dividends, redemptions and other
distributions or other payments of any kind due and actually paid on the
Preferred Stock, other than any redemption of Series C Preferred Stock pursuant
to Section 5.2(l)(4) or (5), (iii) the interest portion of any deferred payment
obligations, (iv) all commissions, discounts and other fees and charges owed
with respect to letter of credit and bankers acceptance financing, (v) the net
costs and net payments under any Swap or similar agreement or arrangement, and
(vi) prepayment charges, agency fees, administrative fees, commitment fees and
capitalized transaction costs allocated to interest expense, paid, payable or
accrued during such period (excluding all such charges, fees, costs and expenses
incurred with respect to consummating this Agreement and the underlying
transactions), without duplication for any other period, with respect to all
outstanding Indebtedness and Preferred Stock of the Company and its
Subsidiaries, net of any cash interest income of the Company and its
Subsidiaries, all as determined for the Company and its Subsidiaries on a
consolidated basis for such period in accordance with Generally Accepted
Accounting Principles.

                                     - 22 -


     "NOTES" shall mean the Revolving Credit Notes and the Term Notes, and
"NOTE" shall mean any one Revolving Credit Note or Term Note.

     "OFF-BALANCE SHEET LIABILITIES" of a Person shall mean, without
duplication, (a) Receivables Facility Attributed Indebtedness and any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to Accounts Receivable or notes receivable sold by such Person or any of its
Subsidiaries (calculated to include the unrecovered investment of purchasers or
transferees of Accounts Receivable or any other obligation of such Person or
such transferor to purchasers/transferees of interests in Accounts Receivable or
notes receivable or the agent for such purchasers/transferees), (b) any
liability of such Person or any of its Subsidiaries under any sale and leaseback
transactions which do not create a liability on the consolidated balance sheet
of such Person, (c) any liability of such Person or any of its Subsidiaries
under any financing lease or so-called "synthetic" lease transaction, or (d) any
obligations of such Person or any of its Subsidiaries arising with respect to
any other transaction which is the functional equivalent of or takes the place
of borrowing but which does not constitute a liability on the consolidated
balance sheets of such Person and its Subsidiaries.

     "ORDINARY COURSE EQUIPMENT LEASE" shall mean an operating lease of
equipment or motor vehicles entered into by the Company or its Subsidiaries or
Joint Ventures in the ordinary course of business in connection with performing
its obligations under a Facility Management Agreement or a Facility Lease.

     "ORDINARY COURSE LEASE TERMINATION" shall mean (i) the termination of an
Ordinary Course Equipment Lease pursuant to either (a) the termination of the
related Facility Management Agreement or Facility Lease, or (b) a material
modification of the related Facility Management Agreement or Facility Lease such
that the items of equipment or motor vehicles which are leased under such
Ordinary Course Equipment Lease are no longer needed or useful for the purposes
of performance under such Facility Management Agreement or Facility Lease by the
Company or the applicable Subsidiary, and (ii) termination of a Facility Lease
or Facility Management Agreement that is no longer needed or useful in the
business judgment of the Company.

     "ORDINARY COURSE LEASE TERMINATION PAYMENTS" shall mean payments of
liquidated damages or accelerated rentals or similar amounts which are paid
under the terms of an Ordinary Course Equipment Lease, Facility Management
Agreement or Facility Lease pursuant to an Ordinary Course Lease Termination
thereof at or prior to expiration of the then-applicable respective terms
thereunder.

     "OVERDUE RATE" shall mean (a) in respect of principal of Adjusted Corporate
Base Rate Loans, a rate per annum that is equal to the sum of two percent (2%)
per annum plus the Adjusted Corporate Base Rate, (b) in respect of principal of
LIBOR Loans, a rate per annum that is equal to the sum of two percent (2%) per
annum plus the per annum rate in effect thereon until the end of the then
current LIBOR Interest Period for such Revolving Credit Loan and, thereafter, a
rate per annum that is equal to the sum of two percent (2%) per annum plus the
Adjusted Corporate Base Rate, (c) in respect of the Payable Interest Rate (as
defined in Section 3.2(c)) on the Term Loan, a rate per annum that is equal to
two percent (2%) per annum plus the Payable Interest Rate, and in respect of the
Accruing Interest Rate (as defined in Section

                                     - 23 -


3.2(c)) on the Term Loan, a rate per annum that is equal to two percent (2%) per
annum plus the Accruing Interest Rate, and (d) in respect of other amounts
payable by the Company hereunder (other than interest), a per annum rate that is
equal to the sum of two percent (2%) per annum plus the Adjusted Corporate Base
Rate.

     "PARENT" shall mean AP Holdings, Inc., a Delaware corporation.

     "PARENT'S SENIOR DISCOUNT NOTES" shall mean the 11 1/4% Senior Discount
Notes due 2008 issued by the Parent in the original aggregate principal amount
of $70,000,000, as the same may be amended, restated, modified or supplemented
and in effect from time to time.

     "PAYABLE INTEREST RATE" is defined in Section 3.2(c).

     "PBGC" shall mean the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

     "PERMITTED ACQUISITION" shall mean an Acquisition by the Company or a
Guarantor of all or substantially all of the assets or stock of a Person which
meets the requirements set forth in Section 5.2(g) of this Agreement.

     "PERMITTED LIENS" shall mean Liens permitted by Section 5.2(f) hereof.

     "PERSON" shall include an individual, a corporation, a limited liability
company, an association, a partnership, a trust or estate, a joint stock
company, an unincorporated organization, a joint venture, a trade or business
(whether or not incorporated), a government (foreign or domestic) and any agency
or political subdivision thereof, or any other entity.

     "PLAN" shall mean any pension plan (including without limitation any
Multiemployer Plan) subject to Title IV of ERISA or to the minimum funding
standards of Section 412 of the Code which has been established or maintained by
the Company, any Subsidiary of the Company or any ERISA Affiliate, or by any
other Person if the Company, any Subsidiary of the Company or any ERISA
Affiliate contributes or could have liability with respect to such pension plan.

     "PLEDGE AGREEMENTS" shall mean the (i) Amended and Restated Pledge
Agreement entered into by the Company substantially in the form attached hereto
as Exhibit B-1, and (ii) the Amended and Restated Pledge Agreement entered into
by the existing Guarantors, or to be entered into by any new or future
Guarantor, substantially in the form attached hereto as Exhibit B-2, (iii) the
Limited Liability Company Membership Interests Security Agreement entered into
by the Company substantially in the form attached hereto as Exhibit B-3, (iv)
Assignment of Partnership Interest Security Agreement entered into by the
Company substantially in the form attached hereto as Exhibit B-4, (v) Joint
Venture Interest Security Agreement entered into by the Company substantially in
the form attached hereto as Exhibit B-5, each for the benefit of the

                                     - 24 -


Agent and the Lenders pursuant to this Agreement, as each may be amended,
restated, modified or supplemented and in effect from time to time.

     "PREFERRED STOCK" shall mean, the Series C Preferred Stock and the Series D
Preferred Stock.

     "PREFERRED STOCK DOCUMENTS" shall mean all of the agreements, documents and
instruments relating in any way to the Preferred Stock.

     "PRINCIPALS" shall mean John V. Holten, Steamboat, the Parent and their
respective Related Parties.

     "PRO FORMA FINANCIAL STATEMENTS" shall mean the pro forma financial
statements and projections prepared by the Company attached hereto as SCHEDULE
1.1-D.

     "PROHIBITED TRANSACTION" shall mean any transaction involving any Plan
which is proscribed by Section 406 of ERISA or Section 4975 of the Code.

     "REAL ESTATE" shall mean all real property at any time owned or leased (as
lessee or sublessee) or managed by the Company or any of its Subsidiaries.

     "RECEIVABLES FACILITY ATTRIBUTED INDEBTEDNESS" shall mean the amount of
obligations outstanding under a receivables purchase facility on any date of
determination that would be characterized as principal if such facility were
structured as a secured lending transaction rather than as a purchase.

     "REIMBURSEMENT AGREEMENTS" shall mean the letter of credit applications and
reimbursement agreements executed in connection with any Letters of Credit or
Existing Letters of Credit, as each such application or agreement may be
amended, restated, modified or supplemented and in effect from time to time.

     "RELATED PARTY" with respect to any Principal shall mean (a) any
controlling stockholder, 80% (or more) owned Subsidiary, or spouse or immediate
family member (in the case of an individual) of such Principal or (b) any trust,
corporation, partnership or other entity, the beneficiaries, stockholders,
partners, owners or Persons beneficially holding an 80% or more controlling
interest of which consist of such Principal and/or such other Persons referred
to in the immediately preceding clause (a).

     "REPORTABLE EVENT" shall mean a reportable event as described in Section
4043(b) of ERISA including without limitation those events as to which the
thirty (30) day notice period is waived under Part 2615 of the regulations
promulgated by the PBGC under ERISA.

     "REQUIRED LENDERS" shall mean Lenders other than Defaulting Lenders holding
not less than 62.5% of the Commitments (or 62.5% of the aggregate outstanding
amount of the Revolving Credit Advances and the Term Loan if the Commitments
have been terminated).

                                     - 25 -


     "REQUIRED REVOLVING LENDERS" shall mean Lenders, other than Defaulting
Lenders, holding not less than 62.5% of the Revolving Commitments (or 62.5% of
the aggregate outstanding amount of the Revolving Credit Advances).

     "REQUIREMENT OF LAW" shall mean as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other governmental authority, in each case applicable
to or binding upon, such Person or any of its property or to which such Person
or any of its property is subject.

     "REVOLVING COMMITMENTS" shall mean, with respect to each Lender, the
commitment (if any) of such Lender to make Revolving Credit Loans, and to
participate in Letter of Credit Advances and Existing Letters of Credit, in
amounts not exceeding, in the aggregate at any time, the Revolving Commitment
amount for such Lender set forth next to the name of such Lender on the
signature pages hereof, or, as to any Lender becoming a party hereto after the
Effective Date, as set forth in the applicable Assignment and Acceptance, in
each case as reduced pursuant to Section 2.2 or modified pursuant to Section
8.6. To the extent not specifically provided herein, each reference to a
Lender's Revolving Commitment at any time after all of the Revolving Commitments
have been terminated pursuant to the terms of this Agreement shall be deemed a
reference to such Lender's share of the then outstanding principal balance of
the Revolving Loans plus such Lenders' share of the obligations to purchase
participations in Letters of Credit and Existing Letters of Credit.

     "REVOLVING CREDIT ADVANCE" shall mean any Revolving Credit Loan and any
Letter of Credit Advance.

     "REVOLVING CREDIT LOAN" shall mean any borrowing under Section 2.4
evidenced by the Revolving Credit Notes and made pursuant to Section 2.1(a). Any
such Revolving Credit Loan or portion thereof may be denominated as an Adjusted
Corporate Base Rate Loan or a LIBOR Loan and such Adjusted Corporate Base Rate
Loans and LIBOR Loans are referred to herein as "types" of Revolving Credit
Loans.

     "REVOLVING CREDIT NOTES" shall mean the promissory notes of the Company to
each Revolving Lender evidencing such Lender's Revolving Credit Loans, in
substantially the form annexed hereto as Exhibit C, as each such note may be
amended, restated, modified or supplemented and in effect from time to time,
together with any promissory note or notes issued in exchange or replacement
therefor, and "Revolving Credit Note" shall mean any one of such Revolving
Credit Notes.

     "REVOLVING CREDIT TERMINATION DATE" shall mean the earlier to occur of (i)
March 1, 2004, and (ii) the date on which the Revolving Commitments shall be
terminated pursuant to Section 2.2 or 6.2.

     "REVOLVING LENDERS" shall mean any Lender with a Revolving Commitment (or,
if the Revolving Commitments have terminated, any Lender holding any Revolving
Credit Advances).

                                     - 26 -


     "SEC" shall mean the Securities and Exchange Commission or any successor
agency.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

     "SECURITY AGREEMENTS" shall mean each (i) Amended and Restated Security
Agreement entered into by the Company substantially in the form attached hereto
as Exhibit E-1; (ii) Amended and Restated Security Agreement entered into by
each existing, new or future Guarantor substantially in the form attached hereto
as Exhibit E-2; (iii) Amended and Restated Patent Collateral Security and Pledge
Agreement entered into by the Company substantially in the form attached hereto
as Exhibit F-1; (iv) Amended and Restated Trademark Collateral Security and
Pledge Agreement entered into by the Company substantially in the form attached
hereto as Exhibit F-2; (v) Amended and Restated Memorandum of Grant of Security
Interest in Copyrights entered into by the Company substantially in the form
attached hereto as Exhibit F-3, each for the benefit of the Agent and the
Lenders pursuant to this Agreement, as each such agreement may be amended,
restated, modified or supplemented and in effect from time to time, and any
other agreement executed by the Company or the Guarantors granting a Lien for
the benefit of the Agent and the Lenders in form or substance satisfactory to
the Agent, as amended or modified from time to time.

     "SECURITY DOCUMENTS" shall mean the Pledge Agreements, the Security
Agreements, the Guaranties, the Reimbursement Agreements, and all other
agreements, instruments and documents delivered pursuant to this Agreement or
otherwise entered into by any Person to secure or guaranty the obligations of
the Company under this Agreement, in each case, as amended, restated, modified
or supplemented and in effect from time to time.

     "SENIOR DEBT" shall mean all Indebtedness of the Company and its
Subsidiaries to the Lenders existing pursuant to this Agreement.

     "SENIOR DEBT TO ADJUSTED EBITDA RATIO" shall mean, at any time, the ratio
of (a) Senior Debt at such time to (b) Adjusted EBITDA, as calculated as of the
four most recently completed fiscal quarters of the Company, all as determined
in accordance with Generally Accepted Accounting Principles.

     "SERIES C PREFERRED STOCK" shall mean the Series C preferred stock of the
Company issued in accordance with the certificate of designation attached hereto
as SCHEDULE 1.1 -A-1.

     "SERIES D PREFERRED STOCK" shall mean the Series D preferred stock of the
Company issued in accordance with the certificate of designation attached hereto
as SCHEDULE 1.1 -A-2.

     "S/L/C" shall mean any standby letter of credit issued hereunder, as
amended from time to time.

     "STEAMBOAT" shall mean Steamboat Holdings, Inc., a Delaware corporation,
and as of the Closing Date, the owner of 91.67% of the outstanding common stock
of Parent.

                                     - 27 -


     "SUBORDINATED DEBT" shall mean, for any Person, any Indebtedness of such
Person which is fully subordinated to all Indebtedness of such Person owing to
the Agent and the Lenders, by written agreements and documents in form and
substance satisfactory to the Required Lenders and which is governed by terms
and provisions, including without limitation maturities, covenants, defaults,
rates and fees, acceptable to the Agent, and shall include, without limitation,
all Indebtedness owing pursuant to the Subordinated Notes and the Existing
Subordinated Notes.

     "SUBORDINATED DEBT DOCUMENTS" shall mean the Subordinated Note Documents,
the Existing Subordinated Note Documents and any other agreement or document
evidencing or relating to any Subordinated Debt, whether under the Subordinated
Notes and the Existing Subordinated Notes, in each case, as the same may be
amended, restated, modified or supplemented and in effect from time to time as
permitted by the terms hereof.

     "SUBORDINATED NOTE DOCUMENTS" shall mean the Subordinated Note Indenture,
the Subordinated Notes, the Subordinated Note Intercreditor Agreement and all
agreements, instruments and documents executed in connection therewith at any
time, including without limitation those agreements, instruments and documents
listed on SCHEDULE 1.1-B hereto, in each case, as the same may be amended,
restated, modified or supplemented and in effect from time to time as permitted
by the terms hereof.

     "SUBORDINATED NOTE INTERCREDITOR AGREEMENT" shall mean that certain
Intercreditor Agreement dated as of January 11, 2002 among the Agent, Wilmington
Trust Company, as trustee for the holders of the Subordinated Notes, the Company
and the Guarantors, as the same may be amended, restated, modified or
supplemented and in effect from time to time in accordance with the terms
thereof.

     "SUBORDINATED NOTES" shall mean the 14% Senior Subordinated Second Lien
Notes issued by the Company in the original aggregate principal amount of
$59,285,000 due 2006 issued pursuant to the Subordinated Note Indenture, as the
same may be amended, restated, modified or supplemented and in effect from time
to time as permitted by the terms hereof.

     "SUBORDINATED NOTE INDENTURE" shall mean the Indenture among the Company,
each of the "Guarantors" named therein and Wilmington Trust Company as trustee
thereunder, dated as of January 11, 2002, as amended, restated, modified or
supplemented and in effect from time to time as permitted by the terms hereof.

     "SUBSIDIARY" of any Person shall mean any other Person (whether now
existing or hereafter organized or acquired) in which at least a majority of the
securities or other ownership interests of each class having ordinary voting
power or analogous right (other than securities or other ownership interests
which have such power or right only by reason of the happening of a
contingency), at the time as of which any determination is being made, are
owned, beneficially and of record, by such Person or by one or more of the other
Subsidiaries of such Person or by any combination thereof.

                                     - 28 -


     "SWAP" means an agreement, device or arrangement providing for payments
which are related to fluctuations of interest rates, exchange rates or forward
rates, including, but not limited to, dollar-denominated or cross-currency
interest rate exchange agreements, forward currency exchange agreements,
interest rate cap or collar protection agreements, forward rate currency or
interest rate options, puts and warrants.

     "TERM LOAN" shall mean the term loan evidenced by the Term Notes and made
pursuant to Section 2.1(b).

     "TERM LOAN COMMITMENTS" shall mean, with respect to each Lender, the
commitment (if any) of such Lender to make a Term Loan in an amount not
exceeding the Term Loan Commitment of such Lender set forth next to the name of
such Lender on the signature pages hereof, or, as to any Lender becoming a party
hereto after the Effective Date, as set forth in the applicable Assignment and
Acceptance, in each case as reduced pursuant to Section 2.2 or modified pursuant
to Section 8.6. To the extent not specifically provided herein, each reference
to a Lender's Term Loan Commitment at any time after the Closing Date shall be
deemed a reference to such Lender's share of the then outstanding principal
balance of the Term Loan.

     "TERM LOAN TERMINATION DATE" shall mean the earlier to occur of (i) March
10, 2004, and (ii) the date on which the Revolving Commitments shall be
terminated in full pursuant to Section 2.2 or 6.2.

     "TERM NOTES" shall mean the promissory notes of the Company to any Lender
evidencing such Lender's Term Loan, in substantially the form annexed hereto as
Exhibit D, as amended, restated, modified or supplemented and in effect from
time to time and together with any promissory note or notes issued in exchange
or replacement therefor, and "Term Note" shall mean any one of such Term Notes.

     "TOTAL ASSETS" shall mean, at any time, the consolidated assets of the
Company and its Subsidiaries, determined in accordance with Generally Accepted
Accounting Principles.

     "UNFUNDED BENEFIT LIABILITIES" shall mean, with respect to any Plan as of
any date, the amount of the unfunded benefit liabilities determined in
accordance with Generally Accepted Accounting Principles.

     "UNMATURED EVENT" shall mean any event or condition which might become an
Event of Default with notice or lapse of time or both.

     "VOTING STOCK" shall mean any Capital Stock, the holders of which are at
the time entitled, as such holders, to vote for the election of a majority of
the directors (or persons performing similar functions) of the corporation,
association, trust or other business entity involved, whether or not the right
so to vote exists by reasoning of the happening of a contingency.

                                     - 29 -


     "WHOLLY OWNED SUBSIDIARY" shall mean any Subsidiary of the Company of which
100% of the Voting Stock, exclusive of directors' qualifying shares, is owned by
the Company or by another Wholly Owned Subsidiary of the Company.

     1.2 OTHER DEFINITIONS; RULES OF CONSTRUCTION. As used herein, the terms
"Agent", "Lenders", "Company", and "this Agreement" shall have the respective
meanings ascribed thereto in the introductory paragraph of this Agreement. Such
terms, together with the other terms defined in Section 1.1, shall include both
the singular and the plural forms thereof and shall be construed accordingly.
Use of the terms "herein", "hereof", and "hereunder" shall be deemed references
to this Agreement in its entirety and not to the Section or clause in which such
term appears. References to "Sections", "subsections", "Exhibits", and
"Schedules" shall be to Sections, subsections, Exhibits and Schedules,
respectively, of this Agreement unless otherwise specifically provided.

     1.3 Accounting Terms and Determinations.

         (a) Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Lenders
hereunder shall (unless otherwise disclosed to the Lenders in writing at the
time of delivery thereof in the manner described in subsection (b) below) be
prepared, in accordance with Generally Accepted Accounting Principles; provided
that, if the Company notifies the Agent that it wishes to amend any covenant in
Article V to eliminate the effect of any change in Generally Accepted Accounting
Principles (or if the Agent notifies the Company that the Required Lenders wish
to amend Article V for such purpose), then the Company's compliance with such
covenants shall be

                                     - 30 -


determined on the basis of Generally Accepted Accounting Principles in effect
immediately before the relevant change in Generally Accepted Accounting
Principles became effective until either such notice is withdrawn or such
covenant or any such defined term is amended in a manner satisfactory to the
Company and the Required Lenders. Except as otherwise expressly provided herein,
all references to a time of day shall be references to Chicago, Illinois time.

         (b) The Company shall deliver to the Lenders at the same time as the
delivery of any annual or quarterly financial statement under Section 5.1(d)
hereof (i) a description in reasonable detail of any material variation between
the application or other modification of accounting principles employed in the
preparation of such statement and the application or other modification of
accounting principles employed in the preparation of the immediately prior
annual or quarterly financial statements as to which no objection has been made
in accordance with the last sentence of subsection (a) above and (ii) reasonable
estimates of the difference between such statements arising as a consequence
thereof.

         (c) To enable the ready and consistent determination of compliance with
the covenants set forth in Section 5.2 hereof, the Company will not change the
last day of its fiscal year from December 31 of each year, or the last days of
the first three fiscal quarters in each of its fiscal years from March 31, June
30, and September 30 of each year, respectively.

                                   ARTICLE II

THE COMMITMENTS AND THE ADVANCES

     2.1 Commitments of the Lenders.

                                     - 31 -


         (a) REVOLVING CREDIT ADVANCES. Each Revolving Lender agrees, for itself
only, subject to the terms and conditions of this Agreement, to make Revolving
Credit Loans to the Company pursuant to Section 2.4 and to participate in Letter
of Credit Advances and Existing Letters of Credit to the Company pursuant to
Section 3.3, from time to time from and including the Closing Date to but
excluding the Revolving Credit Termination Date, not to exceed in aggregate
principal amount at any time outstanding such Revolving Lenders's pro rata share
of the amount determined pursuant to Section 2.1(c).

         (b) TERM LOAN. Bank One, in its capacity as the only Lender having a
Term Loan Commitment on the Closing Date, agrees, subject to the terms and
conditions of this Agreement, to convert a portion of the existing Indebtedness
of the Company owing to Bank One pursuant to the Existing Credit Agreement into
a term loan in favor of the Company ("TERM LOAN") on the Closing Date in
aggregate principal amount of $15,000,000. The Term Loan Commitments shall
expire concurrently with the making of the Term Loan on the Closing Date.
Amounts repaid on the Term Loans may not be reborrowed.

         (c) LIMITATION ON AMOUNT OF REVOLVING CREDIT ADVANCES. Notwithstanding
anything in this Agreement to the contrary, (i) the aggregate principal amount
of the Revolving Credit Advances and any Existing Letters of Credit at any time
outstanding to the Company shall not exceed the lesser of (A) the aggregate
amount of the Revolving Commitments at such time, and (B) the Borrowing Base at
such time, and (ii) the aggregate principal amount of Letter of Credit Advances
and Existing Letters of Credit outstanding at any time shall not exceed
$8,000,000.

     2.2 Termination and Reduction of Commitments and the Term Loan.

         (a) The Company shall have the right to terminate or reduce the
Revolving Commitments at any time and from time to time, PROVIDED that (i) the
Company shall give notice of such termination or reduction to the Agent
specifying the amount and effective date thereof, (ii) each partial reduction
thereof shall be in a minimum amount of $5,000,000 and in an integral multiple
of $1,000,000 and shall reduce such Revolving Commitments of all of the
Revolving Lenders proportionately in accordance with their respective Revolving
Commitments, (iii) no such termination or reduction shall be permitted with
respect to any portion of any such Revolving Commitments as to which a request
for a Revolving Credit Advance pursuant to Section 2.4 is then pending, and (iv)
the Revolving Commitments may not be terminated if any Revolving Credit Advances
are then outstanding and may not be reduced below the principal amount of
Revolving Credit Advances then outstanding. The Revolving Commitments or any
portion thereof terminated or reduced pursuant to this Section 2.2, may not be
reinstated.

         (b) For purposes of this Agreement, a Letter of Credit Advance or
Existing Letter of Credit (i) shall be deemed outstanding in an amount equal to
the sum of the maximum amount available to be drawn under the related Letter of
Credit or Existing Letter of Credit on or after the date of determination and on
or before the stated expiry date thereof plus the amount of any draws under such
Letter of Credit or Existing Letter of Credit that have not been reimbursed

                                     - 32 -


as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on
and before such stated expiry date or such earlier date on which all amounts
available to be drawn under such Letter of Credit or Existing Letter of Credit
have been fully drawn, and thereafter until all related reimbursement
obligations have been paid pursuant to Section 3.3. As provided in Section 3.3,
upon each payment made by the Agent in respect of any draft or other demand for
payment under any Letter of Credit or Existing Letter of Credit, the amount of
any Letter of Credit or Existing Letter of Credit outstanding immediately prior
to such payment shall be automatically reduced by the amount of each Revolving
Credit Loan deemed advanced in respect of the related reimbursement obligation
of the Company.

         (c) Subject to Section 3.1(a)(ii), the Company shall not prepay the
Term Loan at any time prior to the repayment in full of the Revolving Credit
Advances and the termination of the Revolving Commitments, unless the Agent
shall otherwise agree.

     2.3 FEES.

         (a) Upon the Effective Date, the Company agrees to pay the Agent, for
the pro rata benefit of the Lenders, a non-refundable upfront fee of $600,000.

         (b) Upon the Effective Date, the Company agrees to pay the Agent, for
its own account, a non-refundable arrangement fee of $50,000.

         (c) The Company agrees to pay the Agent, for the pro rata benefit of
the Revolving Lenders, a commitment fee on the daily average unused amount of
the Revolving Commitments, for the period from the Effective Date to but
excluding the Revolving Credit Termination Date, at a rate equal to 37.5 basis
points per annum. For purposes of this Section 2.3(c), all Letters of Credit and
Existing Letters of Credit shall be considered usage of the Revolving
Commitments. Such accrued commitment fees shall be payable quarterly in arrears
on the last Business Day of each March, June, September and December, commencing
on March 31, 2002, and on the Revolving Credit Termination Date.

         (d) The Company agrees to pay to the Agent, with respect to Letters of
Credit and Existing Letters of Credit, a per annum fee computed at 375 basis
points calculated on the maximum amount available to be drawn from time to time
under a Letter of Credit or Existing Letter of Credit, which fee shall be paid
quarterly in arrears on the last Business Day of each March, June, September and
December for the period from and including the date of issuance of such Letter
of Credit or, in the case of Existing Letters of Credit, from the Closing Date,
to and including the stated expiry date of such Letter of Credit or Existing
Letter of Credit, which fees shall be for the pro rata benefit of the Revolving
Lenders, provided that (i) a fee computed at the rate of 0.25% per annum
calculated on the face amount of each Letter of Credit shall be retained from
such fee solely for the account of the Agent at any time when two or more
Lenders hold Revolving Commitments and (ii) a fee computed at the rate of 0.25%
per annum calculated on the face amount of each Existing Letter of Credit shall
be retained from such fee solely for the account of Bank One. Such fees are
nonrefundable and the Company shall not be entitled to any rebate of any portion
thereof if such Letter of Credit does not remain outstanding through its

                                     - 33 -


stated expiry date or for any other reason. The Company further agrees to pay to
the Agent for its own account (and to Bank One for its own account in respect of
any Existing Letters of Credit), on demand, such other customary administrative
fees, charges and expenses of the Agent (or Bank One, as applicable) in respect
of the issuance, negotiation, acceptance, amendment, transfer and payment of
such Letter of Credit (or Existing Letter of Credit) or otherwise payable
pursuant to the application and related documentation under which such Letter of
Credit (or Existing Letter of Credit) is issued.

         (e) The Company agrees to pay to the Agent agency fees for its services
as Agent under this Agreement and for other services in the amounts stated in
the Fee Letter, and such other amounts as may from time to time be agreed to in
writing between the Company and the Agent.

     2.4 Disbursement of Revolving Credit Advances.

         (a) The Company shall give the Agent notice of its request for each
Revolving Credit Advance in substantially the form of Exhibit G hereto not later
than noon Chicago time (i) three LIBOR Business Days prior to the date such
Revolving Credit Advance is requested to be made if such Revolving Credit
Advance is to be made as a LIBOR Borrowing, (ii) five (5) Business Days prior to
the date any Letter of Credit Advance is requested to be made, or such earlier
date as reasonably determined by the Agent, and (iii) on the Business Day such
Revolving Credit Advance is requested to be made in all other cases, which
notice shall specify whether a LIBOR Borrowing, an Adjusted Corporate Base Rate
Borrowing or a Letter of Credit Advance is requested and, in the case of each
requested LIBOR Borrowing, the LIBOR Interest Period to be initially applicable
to such Borrowing and, in the case of each Letter of Credit Advance, such
information as may be necessary for the issuance thereof by the Agent. The
Agent, reasonably promptly on the same Business Day such notice is given, shall
provide notice of such requested Revolving Credit Advance to the Revolving
Lenders. Subject to the terms and conditions of this Agreement, the proceeds of
each such requested Revolving Credit Advance shall be made available to the
Company by depositing the proceeds thereof, in immediately available funds, in
an account maintained and designated by the Company at the principal office of
the Agent. Subject to the terms and conditions of this Agreement, the Agent
shall, on the date such Letter of Credit Advance is requested to be made, issue
the related Letter of Credit on behalf of the Revolving Lenders for the account
of the Company. Notwithstanding anything herein to the contrary, the Agent may
decline to issue any requested Letter of Credit on the basis that the
beneficiary, the purpose of issuance or the terms or the conditions of drawing
are unacceptable to it in its reasonable discretion, provided that the Agent
shall not unreasonably decline to issue a Letter of Credit pursuant to this
sentence.

         (b) Each Revolving Lender, not later than 2:00 p.m. Chicago time on the
date any Borrowing in the form of a Revolving Credit Loan is required to be
made, shall make its pro rata share of such Borrowing available in immediately
available funds at the principal office of the Agent for disbursement to the
Company. Unless the Agent shall have received notice from any Revolving Lender
prior to the date such Borrowing is requested to be made under this Section 2.4
that such Lender will not make available to the Agent such Lender's pro rata
portion

                                     - 34 -


of such Borrowing, the Agent may assume that such Lender has made such portion
available to the Agent on the date such Borrowing is requested to be made in
accordance with this Section 2.4. If and to the extent such Lender shall not
have so made such pro rata portion available to the Agent, the Agent may (but
shall not be obligated to) make such amount available to the Company, and such
Lender and the Company severally agree to pay to the Agent forthwith on demand
such amount together with interest thereon, for each day from the date such
amount is made available to the Company by the Agent until the date such amount
is repaid to the Agent, at a rate per annum equal to, in the case of the
Company, the interest rate applicable to such Borrowing during such period and,
in the case of any Revolving Lender, at the Federal Funds Rate for the first
five days and at the interest rate applicable to such Borrowing thereafter. If
such Lender shall pay such amount to the Agent together with interest, such
amount so paid shall constitute a Revolving Credit Loan by such Lender as a part
of such Borrowing for purposes of this Agreement. The failure of any Revolving
Lender to make its pro rata portion of any such Borrowing available to the Agent
shall not relieve any other Revolving Lender of its obligations to make
available its pro rata portion of such Borrowing on the date such Borrowing is
requested to be made, but no Revolving Lender shall be responsible for failure
of any other Revolving Lender to make such pro rata portion available to the
Agent on the date of any such Borrowing.

         (c) All Loans shall be evidenced by the Notes and all such Loans shall
be due and payable and bear interest as provided in Article III. Each Lender and
the Agent is hereby authorized by the Company to record on the schedule attached
to the Notes, or in its books and records, the date, and amount and type of each
Loan and the duration of the related LIBOR Interest Period (if applicable), the
amount of each payment or prepayment of principal thereon (if applicable), and
the other information provided for on such schedule, which schedule or books and
records, as the case may be, shall constitute prima facie evidence of the
information so recorded, PROVIDED, however, that failure of any Lender or the
Agent to record, or any error in recording, any such information shall not
relieve the Company of its obligation to repay the outstanding principal amount
of the Loans, all accrued interest thereon and other amounts payable with
respect thereto in accordance with the terms of the Notes and this Agreement.
Subject to the terms and conditions of this Agreement, the Company may borrow
Revolving Credit Advances and under this Section 2.4 and under Section 3.3,
prepay Revolving Credit Advances and the Term Loan pursuant to Section 3.1 and
reborrow Revolving Credit Advances under this Section 2.4. The Term Loan shall
not be reborrowed in whole or in part once repaid.

         (d) Nothing in this Agreement shall be construed to require or
authorize any Lender to issue any Letter of Credit, it being recognized that the
Agent has the sole obligation under this Agreement to issue Letters of Credit
for the risk of the Lenders. Upon issuance of a Letter of Credit by the Agent,
and on the Closing Date with respect to each Existing Letter of Credit each
Revolving Lender shall automatically acquire a pro rata risk participation
interest in such Letter of Credit Advance or Existing Letter of Credit based on
its respective Revolving Commitment. If the Agent or Bank One shall honor a
draft or other demand for payment presented or made under any Letter of Credit
or Existing Letter of Credit, as the case may be, the Agent or Bank One shall
provide notice thereof to each Revolving Lender on the date such draft or demand
is honored unless the Company or any of its Subsidiaries shall have satisfied
its reimbursement obligation under Section 3.3 by payment to the Agent or Bank
One on such date.

                                     - 35 -


Each Revolving Lender, on such date, shall make its pro rata share of the amount
paid by the Agent or Bank One available in immediately available funds at the
principal office of the Agent for the account of the Agent, or, to the extent of
payments made by Bank One with respect to Existing Letters of Credit, for the
account of Bank One. If and to the extent such Revolving Lender shall not have
made any required pro rata portion available to the Agent, such Revolving Lender
and the Company, unconditionally and irrevocably, severally agree to pay to the
Agent forthwith on demand such amount together with interest thereon, for each
day from the date such amount was paid by the Agent or Bank One until such
amount is so made available to the Agent for its own account or for the account
of Bank One, as the case may be, at a per annum rate equal to the interest rate
applicable during such period to the related Revolving Credit Loan disbursed
under Section 3.3 in respect of the reimbursement obligation of the Company. If
such Revolving Lender shall pay such amount to the Agent together with such
interest, if any, accrued, such amount so paid shall constitute a Revolving
Credit Loan by such Revolving Lender as part of the Revolving Credit Borrowing
disbursed in respect of the reimbursement obligation of the Company under
Section 3.3 for purposes of this Agreement. The failure of any Revolving Lender
to make its pro rata portion of any such amount paid by the Agent available to
the Agent or Bank One shall not relieve any other Revolving Lender of its
obligation to make available its pro rata portion of such amount, but no
Revolving Lender shall be responsible for failure of any other Revolving Lender
to make such pro rata portion available to the Agent. Notwithstanding anything
herein to the contrary, it is acknowledged and agreed that Letters of Credit
hereunder and Existing Letters of Credit may be or have been issued for the
account of any of the Subsidiaries of the Company, provided that for all
purposes of this Agreement both the Company and such Subsidiary shall be deemed
the account party thereon and shall be jointly and severally liable for all
obligations in connection therewith and the Company shall have obtained an
agreement from such Subsidiary that such Subsidiary shall be bound all of the
terms and provisions of this Agreement with respect to Letters of Credit and
Existing Letters of Credit, such agreement to be in form of substance
satisfactory to the Agent.

     2.5 CONDITIONS FOR TERM LOAN AND FIRST DISBURSEMENT. The obligation of the
Bank One to incur the Term Loan, and the obligation of the Revolving Lenders to
make the first Revolving Credit Advance hereunder are subject to receipt by each
Lender and the Agent of the following documents and completion of the following
matters, in form and substance satisfactory to each Lender and the Agent:

         (a) CHARTER DOCUMENTS. Certificates of recent date of the appropriate
authority or official of the Company's and each Guarantor's respective
jurisdiction of organization listing all charter documents of the Company or
each Guarantor, respectively, on file in that office and certifying as to the
good standing and existence of the Company and each Guarantor, respectively,
together with copies of such charter documents of the Company or each Guarantor
certified as of a recent date by such authority or official and certified as
true and correct as of the Effective Date by a duly authorized officer of the
Company or such Guarantor, respectively;

         (b) GOVERNING DOCUMENTS AND CORPORATE AUTHORIZATIONS. Copies of the
by-laws of the Company and by-laws, partnership agreement or operating agreement
of each

                                     - 36 -


Guarantor together with all authorizing resolutions and evidence of other action
taken by the Company and each Guarantor to authorize the execution, delivery and
performance by the Company and each Guarantor of this Agreement, the Notes and
the Security Documents to which the Company or such Guarantor, respectively, is
a party and the consummation by the Company or such Guarantor, respectively, of
the transactions contemplated hereby or thereby, certified as true and correct
as of the Effective Date by a duly authorized officer of the Company or each
Guarantor, respectively;

         (c) INCUMBENCY CERTIFICATE. Certificates of incumbency of the Company
and each Guarantor containing, and attesting to the genuineness of, the
signatures of those officers, partners, managers or members, as the case may be,
authorized to act on behalf of the Company or such Guarantor in connection with
this Agreement, the Notes and the Security Documents to which the Company and
such Guarantor is a party and the consummation by the Company or such Guarantor
of the transactions contemplated hereby or thereby, certified as true and
correct as of the Effective Date by a duly authorized officer of the Company and
such Guarantor;

         (d) THIS AGREEMENT. This Agreement duly executed on behalf of each
party hereto;

         (e) NOTES. The Notes duly executed on behalf of the Company for each
Lender;

         (f) SECURITY DOCUMENTS. The Security Documents duly executed on behalf
of the Company and the Guarantors, as the case may be, granting to the Lenders
and the Agent the collateral and security intended to be provided pursuant to
Section 2.10, together with:

             (i) RECORDING, FILING, ETC. Recordation, filing and other action
(including payment of any applicable taxes or fees) in such jurisdictions as the
Lenders or the Agent may deem necessary or appropriate with respect to the
Security Documents, including the filing of in-lieu financing statements and
similar documents which the Lenders or the Agent may deem necessary or
appropriate to create, preserve or perfect the liens, security interests and
other rights intended to be granted to the Lenders or the Agent thereunder,
together with Uniform Commercial Code record searches in such offices as the
Lenders or the Agent may request; and

             (ii) CASUALTY AND OTHER INSURANCE. Evidence that the casualty and
other insurance and any accompanying certificates of insurance and loss payable
endorsements required pursuant to Section 5.1(c), hereof or the Security
Documents are in full force and effect;

         (g) LEGAL OPINIONS. The favorable written opinion of counsel for the
Company and each Guarantor, substantially in the form of Exhibit H attached
hereto;

         (h) CONSENTS, APPROVALS, ETC. Copies of all governmental and
nongovernmental consents, approvals, authorizations, declarations, registrations
or filings, if any, required on the part of the Company or any Guarantor in
connection with the execution, delivery and performance of the Loan Documents or
the transactions contemplated hereby or as a condition to the legality, validity
or enforceability of, the Loan Documents, certified as true and

                                     - 37 -


correct and in full force and effect as of the Effective Date by a duly
authorized officer of the Company, or if none are required, a certificate of
such officer to that effect.

         (i) SUBORDINATED DEBT AND PREFERRED STOCK. Evidence satisfactory to the
Agent that the Company has (i) incurred Subordinated Debt pursuant to the
issuance of the Subordinated Notes in an aggregate amount equal to or greater
than $45,500,000, which Subordinated Debt shall have been secured only on terms
and conditions acceptable to the Lenders, (ii) exchanged a minimum of
$24,500,000 of the proceeds of the Subordinated Notes for a minimum of
$35,000,000 in face value of the Existing Subordinated Notes, and (iii)
exchanged a minimum of $35,000,000 in face value of the Existing Subordinated
Notes for the Series D Preferred Stock, all in accordance with the Subordinated
Note Documents and applicable Preferred Stock Documents, and copies of all
Subordinated Debt Documents and Preferred Stock Documents shall have been
delivered to the Agent and approved by the Agent and all transactions
contemplated pursuant to such Subordinated Debt Documents and Preferred Stock
Documents shall have been completed;

         (j) REDEMPTION OF PREFERRED STOCK AND PARENT'S SENIOR DISCOUNT NOTES.
Evidence satisfactory to the Agent that (i) the Company has used a maximum of
$1,500,000 of the proceeds from the Subordinated Notes to redeem not less than
1.5 shares of Series C Preferred Stock owned by the Parent, and (ii) that the
Parent will use, or return to the Company, 100% of the proceeds described in the
foregoing phrase (i) within 180 days of the Effective Date to repurchase and
retire a portion of the Parent's Senior Discount Notes;

         (k) REDUCTION OF EXISTING CREDIT FACILITY. The Company shall have used
a minimum of $9,500,000 of the proceeds from the Subordinated Notes to reduce
the outstanding principal amount of the Indebtedness to the Lenders pursuant to
the Existing Credit Facility;

         (l) DEFERMENT OF PARENT'S SENIOR DISCOUNT NOTES. The Company shall have
obtained a written agreement, satisfactory to the Agent and the Lenders, from
the holders of a minimum of $35,000,000 in face value of the Parent's Senior
Discount Notes that payments of principal and interest on such notes shall be
waived as to the holders of such notes until at least 366 days after the Term
Loan Termination Date;

         (m) PARENT INDEBTEDNESS. The Company shall cause the Parent to certify
to the Agent on the Closing Date as follows: (i) SCHEDULE 2.5(m) lists all the
Indebtedness of the Parent (excluding Indebtedness of the Company), (ii) the
Company has no liability or obligation for payment or performance of such
Indebtedness, and (iii) the Parent or the Company shall give the Agent prior
written notice of (A) any modification to the terms of such Indebtedness which
may make clause (ii) hereof incorrect, and (B) the incurrence of any additional
Indebtedness (along with a new certification in accordance with the terms of
this Section 2.5(m) with respect to such new Indebtedness);

         (n) PAYMENTS. Evidence satisfactory to the Agent that all transfers of
funds, payments of fees pursuant to Section 2.3 and other fees and payments
described on SCHEDULE 4.7 are being accomplished simultaneously, or at such
other time as noted on SCHEDULE 4.7, with the

                                     - 38 -


first Revolving Credit Advance hereunder, including without limitation the
payment in full of all Indebtedness and other liabilities of the Company to Bank
One pursuant to the Existing Credit Agreement to the extent such Indebtedness
and liabilities exceed its Term Loan Commitment hereunder, and the termination
of all commitments to lend relating to the Existing Credit Agreement, as
described on SCHEDULE 4.7;

         (o) DUE DILIGENCE. The Agent shall have received and be satisfied with
all litigation searches, Uniform Commercial Code lien searches, a review of all
material contracts and Contingent Liabilities, and all other due diligence and
investigation required by the Agent;

         (p) CERTIFICATES. The Agent shall have received, in form and substance
satisfactory to the Agent, (i) the Pro Forma Financial Statements, and (ii) a
solvency certificate as of the Closing Date in form and substance satisfactory
to the Agent, both certified by the chief financial officer of the Company; and

         (q) OTHER CONDITIONS. Such other documents and completion of such other
matters as the Agent may reasonably request, including without limitation copies
of all final projections and financial statements.

     2.6 FURTHER CONDITIONS FOR DISBURSEMENT. The obligation of the Lenders to
make the Term Loan or any Revolving Credit Advance (including the first
Revolving Credit Advance), or any continuation or conversion under Section 2.7,
is further subject to the satisfaction of the following conditions precedent:

         (a) The representations and warranties contained in Article IV hereof
and in the Security Documents shall be true and correct on and as of the date
such Term Loan or Revolving Credit Advance, or continuation or conversion, is
made (before and after such Term Loan or Revolving Credit Advance, or
continuation or conversion, is made) as if such representations and warranties
were made on and as of such date;

         (b) No Event of Default or Unmatured Event shall exist or shall have
occurred and be continuing on the date such Term Loan or Revolving Credit
Advance, or continuation or conversion, is made and the making of such Term Loan
or Revolving Credit Advance, or continuation or conversion, shall not cause an
Event of Default or Unmatured Event;

         (c) In addition to all other applicable conditions, in the case of any
Letter of Credit Advance, the Company shall have delivered to the Agent issuing
the related Letter of Credit an application for such Letter of Credit and other
related documentation requested by and acceptable to the Agent appropriately
completed and duly executed on behalf of the Company; and

         (d) As to any Revolving Credit Advances requested as of March 31, 2002
and thereafter, the Company shall have moved all of its and its Subsidiaries'
disbursement accounts to LaSalle, and otherwise established LaSalle as its
primary depository bank and provider of cash management services,
notwithstanding that the Company and its Subsidiaries may maintain (i) account
number 574332292 with Firstar Bank, NA for collection of credit card receipts,

                                     - 39 -


PROVIDED, that such account is swept daily to a concentration account in the
name of the Company maintained at LaSalle, (ii) local depository and
disbursement accounts with other financial institutions in Canada, as necessary
to the conduct of the Company's or its Subsidiaries' business there, and (iii)
local depository and disbursement accounts in the United States of America as
necessary to pay payroll expenses or otherwise necessary to the conduct of
business, in the locations where the Company or its Subsidiaries are doing
business, PROVIDED, that with respect to any local depository accounts not
maintained at LaSalle, such accounts are swept (net of amounts necessary to pay
payroll expenses) daily, where daily electronic wire transfers are available and
cost effective, to a concentration account maintained at LaSalle, or are swept
(net of amounts necessary to pay payroll expenses) to such concentration account
no less often than three times a week where daily wire transfers are not
available or are not cost effective. LaSalle shall use commercially reasonable
efforts to cooperate with the Company in complying with this subsection 2.6(c).

     2.7 SUBSEQUENT ELECTIONS AS TO BORROWINGS. The Company may elect (a) to
continue a LIBOR Borrowing, or a portion thereof, as a LIBOR Borrowing, or (b)
may elect to convert a LIBOR Borrowing of one type, or a portion thereof, to an
Adjusted Corporate Base Rate Borrowing, or (c) elect to convert an Adjusted
Corporate Base Rate Borrowing, or a portion thereof, to a LIBOR Borrowing, in
each case by giving notice thereof to the Agent in substantially the form of
Exhibit I hereto not later than 11:00 a.m. Chicago time three LIBOR Business
Days prior to the date any such continuation of or conversion to a LIBOR
Borrowing is to be effective and not later than noon Chicago time on the
Business Day such conversion is to be effective in all other cases, provided
that an outstanding LIBOR Borrowing may only be continued or converted on the
last day of the then current LIBOR Interest Period with respect to such
Borrowing, and provided, further, if a continuation of a Borrowing as, or a
conversion of a Borrowing to, a LIBOR Borrowing is requested, such notice shall
also specify the LIBOR Interest Period to be applicable thereto upon such
continuation or conversion. The Agent, reasonably promptly on the Business Day
such notice is given, shall provide notice of such election to the Revolving
Lenders. If the Company shall not timely deliver such a notice with respect to
any outstanding LIBOR Borrowing, the Company shall be deemed to have elected to
convert such LIBOR Borrowing to an Adjusted Corporate Base Rate Borrowing on the
last day of the then current LIBOR Interest Period with respect to such
Borrowing.

     2.8 LIMITATION OF REQUESTS AND ELECTIONS. Notwithstanding any other
provision of this Agreement to the contrary, if, upon receiving a request for a
LIBOR Borrowing pursuant to Section 2.4, or a request for a continuation of a
LIBOR Borrowing, or a request for a conversion of an Adjusted Corporate Base
Rate Borrowing to a LIBOR Borrowing pursuant to Section 2.7, (a) in the case of
any LIBOR Borrowing, deposits in Dollars for periods comparable to the LIBOR
Interest Period elected are not available to any Lender in the relevant
interbank market, or (b) the applicable interest rate will not adequately and
fairly reflect the cost to any Lender of making, funding or maintaining the
related LIBOR Borrowing or (c) by reason of national or international financial,
political or economic conditions or by reason of any applicable law, treaty,
rule or regulation (whether domestic or foreign) now or hereafter in effect, or
the interpretation or administration thereof by any governmental authority
charged with the interpretation or administration thereof, or compliance by any
Lender with any guideline, request

                                     - 40 -


or directive of such authority (whether or not having the force of law),
including without limitation exchange controls, it is impracticable, unlawful or
impossible for any Lender (i) to make or fund the relevant LIBOR Borrowing or
(ii) to continue such LIBOR Borrowing or (iii) to convert a Borrowing to such a
LIBOR Borrowing, then the Company shall not be entitled, so long as such
circumstances continue, to request a LIBOR Borrowing pursuant to Section 2.4 or
a continuation of or conversion to a LIBOR Borrowing pursuant to Section 2.7. In
the event that such circumstances no longer exist, the Lenders shall again,
subject to the terms and conditions hereof, provide LIBOR Borrowings pursuant to
Section 2.4, and requests for continuations of and conversions to LIBOR
Borrowings of the affected type pursuant to Section 2.7.

     2.9 MINIMUM AMOUNTS; LIMITATION ON NUMBER OF BORROWINGS. Except for (a)
Revolving Credit Advances and conversions thereof which exhaust the entire
remaining amount of the Revolving Commitments, (b) prepayment of the Term Loan
permitted by this Agreement, and (c) payments required pursuant to Section 3.8,
each Borrowing and each continuation or conversion pursuant to Section 2.7 and
each prepayment thereof shall be in a minimum amount of, in the case of LIBOR
Borrowings, $2,000,000 and in integral multiples of $500,000, and in the case of
Adjusted Corporate Base Rate Borrowings, $250,000 and in integral multiples of
$50,000. No more than five LIBOR Interest Periods shall be permitted to exist at
any one time with respect to all Revolving Credit Advances outstanding hereunder
from time to time.

     2.10 SECURITY AND COLLATERAL. To secure the payment when due of the Notes
and all other obligations of the Company under this Agreement to the Lenders and
the Agent, the Company shall execute and deliver, or cause to be executed and
delivered, to the Lenders and the Agent, Security Documents granting the
following:

         (a) Security interests in all present and future accounts, inventory,
equipment, fixtures and all other personal property of the Company and each
Guarantor;

         (b) Mortgage liens on all real property and fixtures, if any, owned by
the Company and each Guarantor;

         (c) Pledges of all Capital Stock owned by the Company or any Guarantor
(other than Parent), provided that (i) the amount of Capital Stock of any
Foreign Subsidiary pledged to the Agent shall not exceed 65% of the aggregate
Capital Stock of such Foreign Subsidiary and (ii) the Company shall not be
required to pledge the Capital Stock of Atrium Parking, Inc., a Delaware
corporation, and (iii) the Company shall not be required to pledge the Capital
Stock of any future Domestic Subsidiary so long as those entities do not have
any assets or operations valued in excess of $100,000, all subject to certain
other exclusions and the further terms and conditions of the Security Documents;

         (d) Guaranties of all Guarantors;

         (e) Pledges of all Capital Stock (other than the Preferred Stock) owned
by the Parent; and

         (f) All other security and collateral described in the Security
Documents.

                                     - 41 -


Notwithstanding the foregoing, it is acknowledged and agreed that the Company
and the Guarantors shall not be required to grant a lien or security interest on
any assets to the extent such assets are specifically excluded from the
collateral pursuant to the terms of the Security Agreements.

                                   ARTICLE III

PAYMENTS AND PREPAYMENTS OF ADVANCES

     3.1 PRINCIPAL PAYMENTS.

         (a) Unless earlier payment is permitted or required under this
Agreement, the Company shall pay to the Agent, for the benefit of the Lenders,
(i) on the Revolving Credit Termination Date, the entire outstanding principal
amount of the Revolving Credit Advances, (ii) on or before December 31, 2002,
$5,000,000 of the outstanding principal balance of the Term Loan, and (iii) on
the Term Loan Termination Date, the entire outstanding principal amount of the
Term Loan. If the Revolving Credit Advances at any time exceed the amount
allowed pursuant to Section 2.1(c), the Company shall prepay the Revolving
Credit Advances by an amount equal to or, at its option, greater than such
excess.

         (b) The Company may at any time and from time to time prepay all or a
portion of the Revolving Credit Loans, without premium or penalty, provided that
(i) the Company may not prepay any portion of any Revolving Credit Loan as to
which an election of or a conversion to a LIBOR Loan is pending pursuant to
Section 2.7, and (ii) the Company shall comply with all requirements of Section
3.9 in connection with any payment of any LIBOR Loan. The Company shall not
prepay the Term Loan at any time prior to the repayment in full of the Revolving
Credit Advances and the termination of the Revolving Commitments, unless the
Agent shall otherwise agree.

     3.2 INTEREST PAYMENTS. The Company shall pay interest to the Agent, on
behalf of the Lenders, on the unpaid principal amount of each Loan, for the
period commencing on the Closing Date (or if later, the date such Loan is made)
until such Loan is paid in full, on each Interest Payment Date and at maturity
(whether at stated maturity, by acceleration or otherwise), and thereafter on
demand, at the following rates per annum:

         (a) During such periods that any Revolving Credit Loan is an Adjusted
Corporate Base Rate Loan, the Adjusted Corporate Base Rate.

         (b) During such periods that any Revolving Credit Loan is a LIBOR Loan,
the LIBOR applicable to such Revolving Credit Loan for each related LIBOR
Interest Period, plus the Applicable Margin.

         (c) With respect to the Term Loan, interest shall accrue commencing on
the Closing Date:

                                     - 42 -


          (i) at the rate of 9 1/2% per annum, payable in arrears on each
Interest Payment Date (the "Payable Interest Rate"), plus

         (ii) 3 1/2 % per annum, which shall not be compounded, and which shall
be payable only on the Term Loan Termination Date or earlier maturity, whether
pursuant to permitted prepayment, acceleration or otherwise (the "Accruing
Interest Rate").

Notwithstanding the foregoing paragraphs (a), (b) and (c), but subject to other
terms contained herein regarding the relative rights of the Lenders to payment
of interest upon and during the continuance of any Event of Default, the Company
shall pay interest on demand at the Overdue Rate on the outstanding principal
amount of any Loan and any other amount payable by the Company hereunder (other
than interest) upon and during the continuance of any Event of Default if
required by the Required Lenders, or by Bank One with respect to its Lender
Indebtedness, provided that the Company shall automatically pay interest on
demand at the Overdue Rate on the outstanding principal amount of any Loan and
any other amount payable by the Company hereunder (other than interest) if the
Loans become due and payable at any time for any reason.

     3.3 Letter of Credit Reimbursement Payments.

         (a) (i) The Company agrees to pay to the Agent, not later than 1:00
p.m. Chicago time on the date on which the Agent shall honor a draft or other
demand for payment presented or made under any Letter of Credit, or shall pay to
Bank One not later than 1:00 p.m. Chicago time on the date on which Bank One
shall honor a draft or other demand for payment presented or made under any
Existing Letter of Credit, an amount equal to the amount paid by the Agent in
respect of such draft or other demand under any such Letter of Credit or by Bank
One in respect of such draft or other demand under any such Existing Letter of
Credit, and all reasonable expenses paid or incurred by the Agent or Bank One
relative thereto (the "Reimbursement Amount"). The Agent shall, on the date of
each demand for payment under any Letter of Credit issued by the Agent, give the
Company notice thereof and Bank One shall, on the date of each demand for
payment under any Existing Letter of Credit, give the Agent and the Company
notice thereof and, in each case, of the amount of the Company's reimbursement
obligation and liability for expenses relative thereto; provided that the
failure of the Agent or Bank One to give any such notice shall not affect the
reimbursement and other obligations of the Company under this Section 3.3.
Unless the Company shall have made such payment to the Agent, or to Bank One
with respect to any Existing Letter of Credit, on such day, upon each such
payment by the Agent, or by Bank One with respect to any Existing Letter of
Credit, the Company shall be deemed to have elected to satisfy its reimbursement
obligation by an Adjusted Corporate Base Rate Borrowing in an amount equal to
the amount so paid by the Agent in respect of such draft or other demand under
such Letter of Credit, or by Bank One in respect of any Existing Letter of
Credit, and the Agent shall be deemed to have disbursed to the Company, for the
account of the Revolving Lenders, the Adjusted Corporate Base Rate Loans
comprising such Adjusted Corporate Base Rate Borrowing, and each Lender holding
a Revolving Commitment shall make its share of each such Adjusted Corporate Base
Rate Borrowing

                                     - 43 -


available to the Agent for its own account or, to the extent of any payment made
by Bank One with respect to any Existing Letters of Credit, for the account of
Bank One, in accordance with this Agreement. Such Adjusted Corporate Base Rate
Loans shall be deemed disbursed notwithstanding any failure to satisfy any
conditions for disbursement of any Revolving Credit Loan and, to the extent of
the Adjusted Corporate Base Rate Loans so disbursed, the reimbursement
obligation of the Company with respect to such Letter of Credit or Existing
Letter of Credit under this subsection (a)(i) shall be deemed satisfied.

             (ii) If, for any reason (including without limitation as a result
of the occurrence of an Event of Default with respect to the Company pursuant to
Section 6.1(h)), Adjusted Corporate Base Rate Loans may not be made by the
Lenders as described in subsection (a)(i) of this Section 3.3, (A) the Company
agrees that each Reimbursement Amount not paid pursuant to the first sentence of
subsection (a)(i) of this Section 3.3 shall bear interest, payable on demand by
the Agent or, with respect to any Existing Letters of Credit, Bank One, at the
interest rate then applicable to Adjusted Corporate Base Rate Loans, and (B)
effective on the date each such Adjusted Corporate Base Rate Loan would
otherwise have been made with respect to any Letter of Credit or Existing Letter
of Credit, each Lender holding a Revolving Commitment severally agrees that it
shall unconditionally and irrevocably, without regard to the occurrence of any
Event of Default or Unmatured Event to the extent of such Lender's pro rata
share (based on the percentage of the aggregate Revolving Commitments of all
Revolving Lenders then constituted by such Lender's Revolving Commitment)
purchase a participating interest in each Reimbursement Amount. Each such Lender
will immediately transfer to the Agent, in same day funds, the amount of its
participation for its own account or, to the extent of any payment made by Bank
One with respect to any Existing Letters of Credit, for the account of Bank One.
Each such Lender shall share on a pro rata basis in any interest which accrues
thereon and in all repayments thereof. If and to the extent that any such Lender
shall not have so made the amount of such participating interest available to
the Agent, such Lender agrees to pay to the Agent for its own account or, to the
extent of any payment made by Bank One with respect to any Existing Letters of
Credit, for the account of Bank One, forthwith on demand such amount together
with interest thereon, for each day from the date of demand by the Agent until
the date such amount is paid to the Agent, at the Federal Funds Rate for the
first five days after such demand and at the Overdue Rate thereafter.

             (iii) Each Lender holding a Revolving Commitment shall be
obligated, absolutely and unconditionally to make Adjusted Corporate Base Rate
Loans pursuant to Section 3.3(a)(i), and to purchase and fund participation
interests in Letters of Credit and Existing Letters of Credit pursuant to
Section 2.4(d) and 3.3(a)(ii), and such obligation shall not be affected by any
circumstance whatsoever, including, without limitation, (i) any set off,
counterclaim, recoupment, defense or other right which such Lender or the
Company may have against the Agent, Bank One, the Company or anyone else for any
reason whatsoever, (ii) the occurrence of any Event of Default or Unmatured
Event, (iii) any adverse change in the condition (financial or otherwise) of the
Company or any of its Subsidiaries, (iv) any breach of this Agreement by the
Company, any of its Subsidiaries, the Agent, Bank One or any other Lender, or
(v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing, including without limitation any termination or
other limitation on the Revolving Commitments

                                     - 44 -


or any failure to satisfy any conditions precedent to any Revolving Credit
Advance contained herein or any other provision of this Agreement.

         (b) The reimbursement obligation of the Company under this Section 3.3
shall be absolute, unconditional and irrevocable and shall remain in full force
and effect until all reimbursement obligations of the Company to the Revolving
Lenders hereunder shall have been satisfied, and such obligations of the Company
shall not be affected, modified or impaired upon the happening of any event,
including without limitation, any of the following, whether or not with notice
to, or the consent of, the Company:

             (i) Any lack of validity or enforceability of any Letter of Credit
or Existing Letter of Credit or any documentation relating to any Letter of
Credit or Existing Letter of Credit or to any transaction related in any way to
any Letter of Credit or Existing Letter of Credit (the "Letter of Credit
Documents").

             (ii) Any amendment, modification, waiver, consent, or any
substitution, exchange or release of or failure to perfect any interest in
collateral or security, with respect to any of the Letter of Credit Documents;

             (iii) The existence of any claim, setoff, defense or other right
which the Company may have at any time against any beneficiary or any transferee
of any Letter of Credit or Existing Letter of Credit (or any Persons or entities
for whom any such beneficiary or any such transferee may be acting), the Agent,
Bank One or any Lender or any other Person or entity, whether in connection with
any of the Letter of Credit Documents, the transactions contemplated herein or
therein or any unrelated transactions;

             (iv) Any draft or other statement or document presented under any
Letter of Credit or Existing Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect;

             (v) Payment by the Agent or Bank One to the beneficiary under any
Letter of Credit or Existing Letter of Credit against presentation of documents
which do not comply with the terms of the Letter of Credit or Existing Letter of
Credit, including failure of any documents to bear any reference or adequate
reference to such Letter of Credit or Existing Letter of Credit;

             (vi) Any failure, omission, delay or lack on the part of the Agent
or any Lender or any party to any of the Letter of Credit Documents to enforce,
assert or exercise any right, power or remedy conferred upon the Agent, Bank One
any Lender or any such party under this Agreement or any of the Letter of Credit
Documents, or any other acts or omissions on the part of the Agent, any Lender
or any such party; or

             (vii) Any other event or circumstance that would, in the absence of
this clause, result in the release or discharge by operation of law or otherwise
of the Company from the performance or observance of any obligation, covenant or
agreement contained in this Section 3.3.

                                     - 45 -


No setoff, counterclaim, reduction or diminution of any obligation or any
defense of any kind or nature which the Company has or may have against the
beneficiary of any Letter of Credit or Existing Letter of Credit shall be
available hereunder to the Company against the Agent, Bank One or any Lender.
Nothing in this Section 3.3 shall limit the liability, if any, of the Revolving
Lenders to the Company pursuant to Section 3.3(c).

         (c) The Company hereby indemnifies and agrees to hold harmless the
Lenders, the Agent, Bank One and their respective officers, directors, employees
and agents, harmless from and against any and all claims, damages, losses,
liabilities, costs or expenses of any kind or nature whatsoever which the
Lenders, the Agent, Bank One or any such Person may incur or which may be
claimed against any of them by reason of or in connection with any Letter of
Credit or Existing Letter of Credit, and neither any Lender, the Agent, Bank One
nor any of their respective officers, directors, employees or agents shall be
liable or responsible for: (i) the use which may be made of any Letter of Credit
or Existing Letter of Credit or for any acts or omissions of any beneficiary in
connection therewith; (ii) the validity, sufficiency or genuineness of documents
or of any endorsement thereon, even if such documents should in fact prove to be
in any or all respects invalid, insufficient, fraudulent or forged; (iii)
payment by the Agent or Bank One to the beneficiary under any Letter of Credit
or Existing Letter of Credit against presentation of documents which do not
comply with the terms of such Letter of Credit or Existing Letter of Credit,
including failure of any documents to bear any reference or adequate reference
to such Letter of Credit or Existing Letter of Credit; (iv) any error, omission
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of Credit or Existing
Letter of Credit; or (v) any other event or circumstance whatsoever arising in
connection with any Letter of Credit or Existing Letter of Credit; provided,
however, that the Company shall not be required to indemnify the Lenders, the
Agent, Bank One and such other Persons, and the Agent, Bank One and the
Revolving Lenders shall be severally liable to the Company to the extent, but
only to the extent, of any direct, as opposed to consequential or incidental,
damages suffered by the Company which were caused by (A) the Agent's (or Bank
One's) wrongful dishonor of any Letter of Credit or Existing Letter of Credit
after the presentation to it by the beneficiary thereunder of a draft or other
demand for payment and other documentation strictly complying with the terms and
conditions of such Letter of Credit or Existing Letter of Credit, or (B) the
payment by the Agent (or Bank One) to the beneficiary under any Letter of Credit
or Existing Letter of Credit against presentation of documents which do not
comply with the terms of the Letter of Credit or Existing Letter of Credit to
the extent, but only to the extent, that such payment constitutes gross
negligence or wilful misconduct of the Agent (or Bank One, as applicable),
provided that none of the Agent, Bank One, any Lender holding a Revolving
Commitment or any such Person shall have the right to be indemnified hereunder
for its own gross negligence or wilful misconduct as determined by a court of
competent jurisdiction. It is understood that in making any payment under a
Letter of Credit or Existing Letter of Credit the Agent or Bank One will rely on
documents presented to it under such Letter of Credit or Existing Letter of
Credit as to any and all matters set forth therein without further investigation
and regardless of any notice or information to the contrary, and such reliance
and payment against documents presented under a Letter of Credit or Existing
Letter of Credit substantially complying with the terms thereof shall not be
deemed gross negligence or wilful misconduct of the Agent or Bank One in
connection

                                     - 46 -


with such payment. It is further acknowledged and agreed that the Company may
have rights against the beneficiary or others in connection with any Letter of
Credit or Existing Letter of Credit with respect to which the Revolving Lenders,
Bank One or the Agent are alleged to be liable and it shall be a precondition of
the assertion of any liability of the Revolving Lenders, Bank One or the Agent
under this Section that the Company shall first have exhausted all remedies in
respect of the alleged loss against such beneficiary and any other parties
obligated or liable in connection with such Letter of Credit or Existing Letter
of Credit and any related transactions.

     3.4 PAYMENT METHOD.

         (a) All payments to be made by the Company hereunder will be made in
Dollars and in immediately available funds to the Agent for the account of the
Lenders at its address set forth on the signature pages not later than 1:00 p.m.
Chicago time on the date on which such payment shall become due. Payments
received after 1:00 p.m. Chicago time shall be deemed to be payments made prior
to 1:00 p.m. Chicago time on the next succeeding Business Day. The Company
hereby authorizes the Agent to charge its account with the Agent in order to
cause timely payment of principal, interest and fees due under Section 2.3 to be
made (subject to sufficient funds being available in such account for that
purpose).

         (b) At the time of making each such payment, the Company shall, subject
to the other terms and conditions of this Agreement, specify to the Agent that
Revolving Credit Advance, portion of the Term Loan, accrued and payable
interest, or other obligation of the Company hereunder to which such payment is
to be applied. In the event that the Company fails to so specify the relevant
obligation, the Agent may apply such payments to any principal, interest, fees
or expenses that are then due and payable as it may determine, or if the Loans
shall have become due and payable, the Agent shall apply such payments in
accordance with Section 6.3 hereof.

         (c) On the day such payments are deemed received, the Agent shall remit
to the Lenders their pro rata shares of such payments in immediately available
funds, (i) in the case of payments of principal and interest on any Borrowing,
determined with respect to each such Lender by the ratio which the outstanding
principal balance of its Revolving Credit Loan included in such Borrowing bears
to the outstanding principal balance of the Revolving Credit Loans of all the
Lenders included in such Borrowing, (ii) in the case of the payment of
$5,000,000 of principal on or before December 31, 2002, and in the case of
payments of accrued and payable interest as required herein, on the Term Loan,
determined with respect to each such Lender by the ratio of such Lender's share
of the Term Loan to the then-outstanding aggregate principal amount of the Term
Loan, and (iii) in the case of fees paid pursuant to Section 2.3 and other
amounts payable hereunder (other than the fees payable to the Agent for its own
account pursuant to Section 2.3 and amounts payable to any Lender under Section
3.7) determined with respect to each such Lender by the ratio which the
Commitment of such Lender bears to the Commitments of all the Lenders.

                                     - 47 -


     3.5 NO SETOFF OR DEDUCTION. All payments of principal and interest on the
Loans and other amounts payable by the Company hereunder shall be made by the
Company without setoff or counterclaim, and free and clear of, and without
deduction or withholding for, or on account of, any present or future taxes,
levies, imposts, duties, fees, assessments, or other charges of whatever nature,
imposed by any governmental authority, or by any department, agency or other
political subdivision or taxing authority.

     3.6 PAYMENT ON NON-BUSINESS DAY; PAYMENT COMPUTATIONS. Except as otherwise
provided in this Agreement to the contrary, whenever any installment of
principal of, or interest on, any Loan or any other amount due hereunder becomes
due and payable on a day which is not a Business Day, the maturity thereof shall
be extended to the next succeeding Business Day and, in the case of any
installment of principal, interest shall be payable thereon at the rate per
annum determined in accordance with this Agreement during such extension.
Computations of interest and other amounts due under this Agreement shall be
made on the basis of a year of 360 days for the actual number of days elapsed,
including the first day but excluding the last day of the relevant period.

     3.7 ADDITIONAL COSTS.

         (a) In the event that on or after the date hereof, the adoption of or
any change in any applicable law, treaty, rule or regulation (whether domestic
or foreign) now or hereafter in effect and whether or not presently applicable
to any Lender or the Agent, or any interpretation or administration thereof by
any governmental authority charged with the interpretation or administration
thereof, or compliance by any Lender or the Agent with any guideline, request or
directive of any such authority (whether or not having the force of law), shall
(i) directly affect the basis of taxation of payments to any Lender or the Agent
of any amounts payable by the Company under this Agreement (other than taxes
imposed on the overall net income of any Lender or the Agent, by the
jurisdiction, or by, any political subdivision or taxing authority of any such
jurisdiction, in which any Lender or the Agent, as the case may be, has its
principal office), or (ii) shall impose, modify or deem applicable any reserve,
special deposit or similar requirement against assets of, deposits with or for
the account of, or credit extended by any Lender or the Agent, or (iii) shall
impose any other condition with respect to this Agreement, the Commitments, the
Notes, the Loans or any Letters of Credit, and the result of any of the
foregoing (i.e., (i), (ii) or (iii)) is to increase the cost to any Lender or
the Agent, as the case may be, of making, funding or maintaining any LIBOR Loan
or any Letter of Credit or to reduce the amount of any sum receivable by any
Lender or the Agent, as the case may be, thereon, then the Company shall pay to
such Lender or the Agent, as the case may be, from time to time, upon request by
such Lender (with a copy of such request to be provided to the Agent) or the
Agent, additional amounts sufficient to compensate such Lender or the Agent, as
the case may be, for such increased cost or reduced sum receivable to the
extent, in the case of any LIBOR Loan, such Lender or the Agent is not
compensated therefor in the computation of the interest rate applicable to such
LIBOR Loan. A statement as to the amount of such increased cost or reduced sum
receivable, prepared in good faith and in reasonable detail by such Lender or
the Agent, as the case may be, and submitted by such Lender or the Agent, as the
case may be, to the Company, shall be conclusive and binding for all purposes
absent manifest error in computation.

                                     - 48 -


         (b) In the event that on or after the date hereof, the adoption of or
any change in any applicable law, treaty, rule or regulation (whether domestic
or foreign) now or hereafter in effect and whether or not presently applicable
to any Lender or the Agent, or any interpretation or administration thereof by
any governmental authority charged with the interpretation or administration
thereof, or compliance by any Lender or the Agent with any guideline, request or
directive of any such authority (whether or not having the force of law),
including any risk-based capital guidelines, affects or would affect the amount
of capital required or expected to be maintained by such Lender or the Agent (or
any corporation controlling such Lender or the Agent) and such Lender or the
Agent, as the case may be, determines that the amount of such capital is
increased by or based upon the existence of such Lender's or the Agent's
obligations hereunder and such increase has the effect of reducing the rate of
return on such Lender's or the Agent's (or such controlling corporation's)
capital as a consequence of such obligations hereunder to a level below that
which such Lender or the Agent (or such controlling corporation) could have
achieved but for such circumstances (taking into consideration its policies with
respect to capital adequacy) by an amount deemed by such Lender or the Agent to
be material, then the Company shall pay to such Lender or the Agent, as the case
may be, from time to time, upon request by such Lender (with a copy of such
request to be provided to the Agent) or the Agent, additional amounts sufficient
to compensate such Lender or the Agent (or such controlling corporation) for any
increase in the amount of capital and reduced rate of return which such Lender
or the Agent reasonably determines to be allocable to the existence of such
Lender's or the Agent's obligations hereunder. A statement as to the amount of
such compensation, prepared in good faith and in reasonable detail by such
Lender or the Agent, as the case may be, and submitted by such Lender or the
Agent to the Company, shall be conclusive and binding for all purposes absent
manifest error in computation.

         (c) Each Lender will promptly notify the Company and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender to compensation pursuant to this Section and will designate
a different Applicable Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not in the judgment of
such Lender be otherwise disadvantageous to such Lender or contrary to its
policies.

     3.8 ILLEGALITY AND IMPOSSIBILITY. In the event that on or after the date
hereof, the adoption of or any change in any applicable law, treaty, rule or
regulation (whether domestic or foreign) or any change in any interpretation or
administration of any applicable law, treaty, rule or regulation (whether
domestic or foreign) now or hereafter in effect and whether or not presently
applicable to any Lender or the Agent, by any governmental authority charged
with the interpretation or administration thereof, or compliance by any Lender
with any guideline, request or directive or such authority (whether or not
having the force of law), including without limitation exchange controls, shall
make it unlawful or impossible for any Lender to maintain any LIBOR Loan under
this Agreement, such Lender's outstanding LIBOR Loans, if any, shall be
converted automatically to Adjusted Corporate Base Loans on the respective last
days of the then current LIBOR Interest Periods with respect to such LIBOR Loans
or within such earlier period as required by law. If any such conversion of a
LIBOR Loan occurs on a day which is not the last day of the then current LIBOR
Interest Period with respect thereto, the Company shall

                                     - 49 -


pay to such Lender such amounts, if any, as may be required pursuant to Section
3.9 as if such conversion were a prepayment.

     3.9 INDEMNIFICATION. If the Company makes any payment of principal with
respect to any LIBOR Loan on any other date than the last day of a LIBOR
Interest Period applicable thereto (whether pursuant to Section 3.8, Section 6.2
or otherwise), or if the Company fails to borrow any LIBOR Loan after notice has
been given to the Lenders in accordance with Section 2.4, or if the Company
fails to make any payment of principal or interest in respect of a LIBOR Loan
when due, the Company shall reimburse each Lender on demand for any resulting
loss or expense incurred by each such Lender, including, without limitation any
loss incurred in obtaining, liquidating or employing deposits from third
parties, whether or not such Lender shall have funded or committed to fund such
Revolving Credit Loan. A statement as to the amount of such loss or expense,
prepared in good faith and in reasonable detail by such Lender and submitted by
such Lender to the Company, shall be conclusive and binding for all purposes
absent manifest error in computation. Calculation of all amounts payable to such
Lender under this Section 3.9 shall be made as though such Lender shall have
actually funded or committed to fund the relevant LIBOR Loan through the
purchase of an underlying deposit in an amount equal to the amount of such
Revolving Credit Loan and having a maturity comparable to the related LIBOR
Interest Period and through the transfer of such deposit from an offshore office
of such Lender to a domestic office of such Lender in the United States of
America; provided, however, that such Lender may fund any LIBOR Loan in any
manner it sees fit and the foregoing assumption shall be utilized only for the
purpose of calculation of amounts payable under this Section 3.9.

     3.10 SUBSTITUTION OF LENDER. If (i) the obligation of any Lender to make or
maintain LIBOR Loans has been suspended pursuant to Section 3.8 when not all
Lender's obligations have been suspended, (ii) any Lender has demanded
compensation under Section 3.7 or (iii) any Lender is a Defaulting Lender, the
Company shall have the right, if no Unmatured Event or Event of Default then
exists, to replace such Lender (a "Replaced Lender") with one or more other
lenders (collectively, the "Replacement Lender") acceptable to the Agent,
provided that (x) at the time of any replacement pursuant to this Section 3.10,
the Replacement Lender shall enter into one or more Assignment and Acceptances,
pursuant to which the Replacement Lender shall acquire the Commitments, the
outstanding Revolving Credit Advances, the Replaced Lender's pro rata portion of
the outstanding Term Loan and other obligations of the Replaced Lender and, in
connection therewith, shall pay to the Replaced Lender in respect thereof an
amount equal to the sum of (A) the amount of principal of, and all accrued
interest on, all outstanding Loans of the Replaced Lender, (B) the amount of all
accrued, but theretofore unpaid, fees owing to the Replaced Lender under Section
2.3 and (C) the amount which would be payable by the Company to the Replaced
Lender pursuant to Section 3.9 if the Company prepaid at the time of such
replacement all of the Loans of such Replaced Lender outstanding at such time
and (y) all obligations of the Company then owing to the Replaced Lender (other
than those specifically described in clause (x) above in respect of which the
assignment purchase price has been, or is concurrently being, deemed paid) shall
be paid in full to such Replaced Lender concurrently with such replacement. Upon
the execution of the respective Assignment and Acceptances, the payment of
amounts referred to in clauses (x) and (y) above and, if so requested by the

                                     - 50 -


Replacement Lender, delivery to the Replacement Lender of the appropriate Note
or Notes executed by the Company, the Replacement Lender shall become a Lender
hereunder and the Replaced Lender shall cease to constitute a Lender hereunder.
The provisions of this Agreement (including without limitation Sections 3.9 and
8.5) shall continue to govern the rights and obligations of a Replaced Lender
with respect to any Loans made or any other actions taken by such lender while
it was a Lender. Nothing herein shall release any Defaulting Lender from any
obligation it may have to the Company, the Agent or any other Lender.

                                   ARTICLE IV

REPRESENTATIONS AND WARRANTIES

     The Company represents and warrants that:

     4.1 CORPORATE EXISTENCE AND POWER. The Company and each Guarantor is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, and is duly qualified to do business, and is
in good standing, in all additional jurisdictions where such qualification is
necessary under applicable law, except for those jurisdictions where the failure
to so qualify or be in good standing could not reasonably be expected to result
in any Material Adverse Effect. The Company and each Guarantor has all requisite
power to own or lease the properties used in its business and to carry on its
business as now being conducted and as proposed to be conducted except where the
failure to have such power could not reasonably be expected to result in a
Material Adverse Effect, and to execute and deliver the Loan Documents to which
it is a party and to engage in the transactions contemplated by the Loan
Documents.

     4.2 CORPORATE AUTHORITY. The execution, delivery and performance by the
Company and the Guarantors of the Loan Documents to which each of them is a
party have been duly authorized by all necessary action and are not in
contravention of any law, rule or regulation, or any judgment, decree, writ,
injunction, order or award of any arbitrator, court or governmental authority,
or of the terms of the Company's or any Guarantor's organizational or governing
documents, or of any contract or undertaking to which the Company or any
Guarantor is a party or by which the Company or any Guarantor or their
respective property may be bound or affected or result in the imposition of any
Lien except for Permitted Liens.

     4.3 BINDING EFFECT. The Loan Documents to which the Company or any
Guarantor is a party are the legal, valid and binding obligations of the Company
and the Guarantors, respectively, enforceable against the Company and the
Guarantors in accordance with their respective terms, subject to the effect of
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the rights of creditors generally and to general principles of equity.

     4.4 SUBSIDIARIES. SCHEDULE 4.4 hereto correctly sets forth the legal name,
jurisdiction of organization and ownership of each Subsidiary and Joint Venture
of the Company. Each such Subsidiary and Joint Venture is, and each Person
becoming a Subsidiary or Joint Venture of the Company after the date hereof will
be a corporation, partnership or limited liability company

                                     - 51 -


duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation or organization and is and will be duly qualified
to do business in each additional jurisdiction where such qualification is or
may be necessary under applicable law, except for those jurisdictions where the
failure to so qualify or be in good standing could not reasonably be expected to
result in any Material Adverse Effect. Each Subsidiary and Joint Venture of the
Company has and will have all requisite power to own or lease the properties
used in its business and to carry on its business as now being conducted and as
proposed to be conducted, except where the failure to have such power could not
reasonably be expected to result in a Material Adverse Effect. All outstanding
shares of Capital Stock of each class of each Subsidiary and Joint Venture of
the Company have been and will be validly issued and are and will be fully paid
and nonassessable and, except as otherwise indicated in SCHEDULE 4.4 hereto, are
and will be owned, beneficially and of record, by the Company or another
Subsidiary of the Company free and clear of any Liens other than as permitted
under this Agreement.

     4.5 LITIGATION. Except as set forth in SCHEDULE 4.5 hereto, there is no
action, suit or proceeding pending or, to the best of the Company's knowledge,
threatened against or affecting the Company or any of its Subsidiaries or any
Guarantor before or by any court, governmental authority or arbitrator, which if
adversely decided could reasonably be expected to result, either individually or
collectively, in any Material Adverse Effect and, to the best of the Company's
knowledge, there is no basis for any such action, suit or proceeding.

     4.6 FINANCIAL CONDITION. The consolidated balance sheet of the Company and
its Subsidiaries and the consolidated statements of income, retained earnings
and cash flows of the Company and its Subsidiaries for the fiscal year ended
December 31, 2000 and reported on by Ernst & Young LLP, independent certified
public accountants, copies of which have been furnished to the Lenders, and the
consolidated balance sheet of the Company and its Subsidiaries and the
consolidated statements of income, retained earnings and cash flows of the
Company and its Subsidiaries for the fiscal quarter ended September 30, 2001
fairly present, and the financial statements of the Company and its Subsidiaries
delivered pursuant to Section 5.1(d) will fairly present, the consolidated
financial position of the Company and its Subsidiaries as at the respective
dates thereof, and the consolidated results of operations of the Company and its
Subsidiaries for the respective periods indicated, all in accordance with
Generally Accepted Accounting Principles (subject, in the case of said interim
statements, to year-end audit adjustments). The Pro Forma Financial Statements
are based on appropriate assumptions and the best information available. There
has been no Material Adverse Effect since the date of the most recent audited
financial statements of the Company, copies of which have been delivered to the
Agent pursuant to Section 5.1(d). There is no material Contingent Liability of
the Company that is not reflected in such financial statements or in the notes
thereto.

     4.7 USE OF REVOLVING CREDIT ADVANCES. The Company will use the proceeds of
the initial Revolving Credit Advances hereunder as described in SCHEDULE 4.7,
and will use all other Loans for working capital and general corporate purposes.
Neither the Company nor any of its Subsidiaries extends or maintains, in the
ordinary course of business, credit for the purpose, whether immediate,
incidental, or ultimate, of buying or carrying margin stock (within the meaning
of Regulation T, U or X of the Board of Governors of the Federal Reserve
System), and

                                     - 52 -


no part of the proceeds of the Term Loan or any Revolving Credit Advance will be
used for the purpose, whether immediate, incidental, or ultimate, of buying or
carrying any such margin stock or maintaining or extending credit to others for
such purpose.

     4.8 CONSENTS, ETC. Except for such consents, approvals, authorizations,
declarations, registrations or filings delivered by the Company pursuant to
Section 2.5(h), if any, each of which is in full force and effect, no consent,
approval or authorization of or declaration, registration or filing with any
governmental authority or any non-governmental Person or entity, including
without limitation any creditor, lessor or stockholder of the Company or any of
its Subsidiaries, is required on the part of the Company or any Guarantor in
connection with the execution, delivery and performance of any Loan Document or
the transactions contemplated hereby or as a condition to the legality, validity
or enforceability of any Loan Document, which, if not obtained, received or
made, could reasonably be expected to result in a Material Adverse Effect.

     4.9 TAXES. The Company and its Subsidiaries have filed all tax returns
(federal, state and local) required to be filed and have paid all taxes shown
thereon to be due and required to be paid including interest and penalties, or
have established adequate financial reserves on their respective books and
records for payment thereof except where the failure to do so could not
reasonably be expected to result in a Material Adverse Effect. Neither the
Company nor any of its Subsidiaries knows of any actual or proposed tax
assessment or any basis therefor, and no extension of time for the assessment of
deficiencies in any federal or state tax has been granted by the Company or any
Subsidiary.

     4.10 TITLE TO PROPERTIES. Except as otherwise disclosed in the latest
balance sheet delivered pursuant to Section 4.6 or 5.1(d) of this Agreement, the
Company or one or more of its Subsidiaries have a valid and indefeasible
ownership interest in all of the properties and assets reflected in said balance
sheet and will have a valid and indefeasible ownership interest in all of the
properties and assets subsequently acquired by the Company or any Subsidiary.
All of such properties and assets are free and clear of any Lien except for
Permitted Liens. The Security Documents grant a first priority, enforceable and
perfected lien and security interest in all assets of the Company and each
Guarantor subject thereto which is not void or voidable, subject only to
Permitted Liens.

     4.11 ERISA. The Company, its Subsidiaries, the ERISA Affiliates and the
Plans are in compliance in all material respects with those provisions of ERISA
and of the Code which are applicable with respect to any Plan. No Plan has been
terminated within the past five years, and no steps have been taken to terminate
any Plan. No Prohibited Transaction and no Reportable Event has occurred with
respect to any Plan which could have a Material Adverse Effect. The Company, its
Subsidiaries and the ERISA Affiliates have met the minimum funding requirements
under ERISA and the Code with respect to each of their respective Plans, other
than obligations in the ordinary course of business to make Plan contributions
and pay PBGC premiums which have been paid when due. Assuming the funds provided
by each Lender do not constitute the plan assets of any pension plan, the
execution, delivery and performance of the Loan Documents does not constitute a
Prohibited Transaction. There is no material Unfunded

                                     - 53 -


Benefit Liability with respect to any Plan. All contributions (if any) have been
made to any Multiemployer Plan that are required to be made by the Company, its
Subsidiaries, or the ERISA Affiliates, except as could not reasonably be
expected to have a Material Adverse Effect. Neither the Company, any Subsidiary
or any ERISA Affiliate has withdrawn or partially withdrawn from any
Multiemployer Plan, incurred any withdrawal liability with respect to any such
plan or received notice of any claim or demand for withdrawal liability or
partial withdrawal liability from any such plan, and no condition has occurred
which, if continued, might result in a withdrawal or partial withdrawal from any
Multiemployer Plan. Neither the Company, any Subsidiary nor any ERISA Affiliate
has received any notice that any Multiemployer Plan is in reorganization, that
increased contributions may be required in order to avoid a reduction in plan
benefits or the imposition of any excise tax, that any such Multiemployer Plan
is or has been funded at a rate less than that required by Section 412 of the
Code or Section 302 of ERISA, that any such plan is or may be terminated or that
any such plan is or may become insolvent.

     4.12 DISCLOSURE. No report or other information furnished in writing by the
Company or any Subsidiary or Guarantor to any Lender or the Agent in connection
with the negotiation or administration of this Agreement contains, to the best
of the Company's knowledge, any material misstatement of fact or omits to state
any material fact or any fact necessary to make the statements contained therein
not misleading. No Loan Document nor any other document, certificate, or report
or statement or other information furnished to any Lender or the Agent by or on
behalf of the Company or any Subsidiary or Guarantor in connection with the
transactions contemplated hereby contains any untrue statement of a material
fact or omits to state a material fact in order to make the statements contained
herein and therein not misleading. There is no fact known to the Company which
could reasonably be expected to have a Material Adverse Effect, which has not
been set forth in this Agreement or in the other documents, certificates,
statements, reports any other information furnished in writing to the Lenders by
or on behalf of the Company or any Subsidiary in connection with the
transactions contemplated hereby taken as a whole, including without limitation,
the transactions contemplated in the Subordinated Debt Documents and the
Preferred Stock Documents

     4.13 Environmental and Safety Matters.

         (a) Except as set forth on SCHEDULE 4.13, none of the Company, its
Subsidiaries, its Joint Ventures nor (to the Company's best knowledge (without
independent investigation or inquiry) as to any operator other than the Company
and any of its Subsidiaries and Joint Ventures) any operator of the Real Estate
or any operations thereon is or, during the last three (3) years, has been in
violation, or alleged violation, of any Environmental Laws, which violation
could reasonably be expected to have a Material Adverse Effect;

         (b) Except as set forth on SCHEDULE 4.13, neither the Company nor any
of its Subsidiaries or its Joint Ventures has received notice from any third
party including, without limitation: any federal, state or local governmental
authority, (i) that any one of them has been identified by the United States
Environmental Protection Agency ("EPA") as a potentially responsible party under
CERCLA with respect to a site listed on the National Priorities List, 40

                                     - 54 -


C.F.R. Part 300 Appendix B (1986); (ii) that any hazardous waste, as defined by
42 U.S.C. Section 9601(5), any hazardous substances as defined by 42 U.S.C.
Section 9601(14), any pollutant or contaminant as defined by 42 U.S.C. Section
9601(33) and any toxic substances, oil or hazardous materials or other chemicals
or substances regulated by any Environmental Laws (collectively, "Hazardous
Materials") which any one of them has generated, transported or disposed of has
been found at any site at which a federal, state or local agency or other third
party has conducted or has ordered that the Company or any of its Subsidiaries
or its Joint Ventures conduct a remedial investigation, removal or other
response action pursuant to any Environmental Law; or (iii) that it is or shall
be a named party to any claim, action, cause of action, complaint, or legal or
administrative proceeding (in each case, contingent or otherwise) arising out of
any third party's incurrence of costs, expenses, losses or damages of any kind
whatsoever in connection with the release of Hazardous Materials;

         (c) Except as set forth on SCHEDULE 4.13 attached hereto, and to the
best knowledge (without independent investigation or inquiry) of the Company as
to any actions, events or circumstances occurring or created prior to the
ownership, lease or management of any of the Real Estate by the Company or any
of its Subsidiaries or Joint Ventures, and as to any operations conducted on any
of the Real Estate by parties other than the Company or any of its Subsidiaries
or Joint Ventures: (i) no portion of the Real Estate has been used, except in
accordance with applicable Environmental Laws, for the handling, processing,
storage (including without limitation the storage of petroleum products in
vehicles parked on any of the Real Estate and storage of petroleum products in
connection with the operation of vehicle rental agencies on any of the Real
Estate) or disposal of Hazardous Materials; and no underground tank or other
underground storage receptacle for Hazardous Materials is located on any portion
of the Real Estate (including without limitation in connection with the
operation of vehicle rental agencies) which are not covered by third-party
indemnification obligations in favor of the Company, its Subsidiaries or its
Joint Ventures, (ii) in the course of any activities conducted by the Company,
its Subsidiaries or its Joint Ventures or operators of its properties, no
Hazardous Materials have been generated or are being used on the Real Estate
except in accordance with applicable Environmental Laws, (iii) there have been
no releases (i.e. any past or present releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, disposing or
dumping) or (to the Company's best knowledge) threatened releases of Hazardous
Materials on, upon, into or from the properties of the Company, its Subsidiaries
or its Joint Ventures, which releases would have a material adverse effect on
the value of any of the Real Estate or adjacent properties or the environment,
(iv) without independent investigation or inquiry, there have been no releases
on, upon, from or into any real property in the vicinity of any of the Real
Estate which, through soil or groundwater contamination, may have come to be
located on, and which would have a material adverse effect on the value of, the
Real Estate, and (v) in addition, any Hazardous Materials that have been
generated on any of the Real Estate have been transported offsite only by
carriers having an identification number issued by the EPA, treated or disposed
of only by treatment or disposal facilities maintaining valid permits as
required under applicable Environmental Laws, which transporters and facilities
have been and are operating in compliance with such permits and applicable
Environmental Laws; and

                                     - 55 -


         (d) None of the Company, its Subsidiaries, its Joint Ventures nor any
of the other Real Estate is subject to any applicable environmental law
requiring the performance of Hazardous Materials site assessments, or the
removal or remediation of Hazardous Materials, or the giving of notice to any
governmental agency or the recording or delivery to other Persons of an
environmental disclosure document or statement by virtue of the transactions set
forth herein and contemplated hereby, or as a condition to the recording of any
Security Document or to the effectiveness of any other transactions contemplated
hereby.

     4.14 NO DEFAULT. Neither the Company nor any Subsidiary, or Guarantor is in
default or has received any written notice of default under or with respect to
any of its Contractual Obligations in any respect which could reasonably be
expected to result in a Material Adverse Effect. No Unmatured Event or Event of
Default has occurred and is continuing.

     4.15 INTELLECTUAL PROPERTY. Set forth on SCHEDULE 4.15 is a complete and
accurate list of all registered patents, trademarks, trade names, service marks
and copyrights, and all applications therefor and licenses thereof, of Parent,
the Company and each of its Subsidiaries showing as of the Effective Date the
jurisdiction in which registered, the registration number and the date of
registration. Parent, the Company and each of its Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, service marks, copyrights,
technology, know-how and processes necessary for the conduct of its business as
currently conducted (the "Intellectual Property") except for those for which the
failure to own or license could not reasonably be expected to have a Material
Adverse Effect. No claim has been asserted and is pending by any Person
challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property, nor does the
Company or any of its Subsidiaries know of any valid basis for any, such claim,
the use of such Intellectual Property by the Company and each of its
Subsidiaries does not infringe on the rights of any Person, and, to the
knowledge of the Company, no Intellectual Property has been infringed,
misappropriated or diluted by any other Person except for such claims,
infringements, misappropriation and dilutions that, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

     4.16 NO BURDENSOME RESTRICTIONS. No Requirement of Law or Contractual
Obligation applicable to the Company or any Subsidiary or Guarantor could
reasonably be expected to have a Material Adverse Effect in the absence of a
default thereunder.

     4.17 LABOR MATTERS. There are no strikes or other labor disputes against
the Company or any Subsidiary pending or, to the knowledge of the Company,
threatened that (individually or in the aggregate) could reasonably be expected
to have a Material Adverse Effect. Hours worked by and payment made to employees
of the Company and its Subsidiaries have been in compliance with the Fair Labor
Standards Act, if applicable, and any other applicable Requirements of Law
dealing with such matters except where failure to so comply (individually or in
the aggregate) could not reasonably be expected to have a Material Adverse
Effect. All payments due from the Company and each of its Subsidiaries on
account of employee health and welfare insurance that (individually or in the
aggregate) could reasonably be expected to have a Material Adverse Effect if not
paid have been paid or accrued as a liability on the books of the Company and
its Subsidiaries.

                                     - 56 -


     4.18 SOLVENCY.

         (a) After giving effect to the transactions described herein and to the
incurrence or assumption of all Indebtedness (including, without limitation, all
Revolving Credit Advances and Subordinated Debt and all Indebtedness in respect
of Preferred Stock, incurred or assumed on or about the Effective Date and all
other obligations being incurred or assumed) (i) the fair value of the assets of
the Company and its Subsidiaries on a consolidated basis, at a fair valuation,
will exceed the debts and liabilities, subordinated, contingent or otherwise, of
the Company and its Subsidiaries on a consolidated basis, (ii) the present fair
saleable value of the property of the Company and its Subsidiaries on a
consolidated basis will be greater than the amount that will be required to pay
the probable liability of the Company and its Subsidiaries on a consolidated
basis on their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured,
(iii) the Company and its Subsidiaries on a consolidated basis will be able to
pay their debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured, and (iv) the Company and its
Subsidiaries on a consolidated basis will not have unreasonably small capital
with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the date
hereof.

         (b) The Company does not intend to, or to permit any of its
Subsidiaries to, and does not believe that it or any of its Subsidiaries will,
incur debts beyond its and their ability to pay such debts as they mature,
taking into account the timing of and amounts of cash to be received by it or
any such Subsidiary and the timing of the amounts of cash to be payable on or in
respect of its Indebtedness or the Indebtedness of any such Subsidiary.

     4.19 Not an Investment Company or a Holding Company; Other Regulations.
Neither the Company nor any of its Subsidiaries is an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, or a
"holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended. Neither the Company nor any of its Subsidiaries is subject to any
regulation under any federal or state statute or regulation which limits its
ability to incur Indebtedness.

     4.20 SUBORDINATED DEBT DOCUMENTS. All representations and warranties of the
Company contained in any Subordinated Debt Documents are true and correct in all
material respects as of the dates required by such documents. The Company will
receive net proceeds in the approximate amount of $20,000,000 on the Effective
Date from the exchange of the Existing Subordinated Notes for the Subordinated
Notes. All Subordinated Note Documents are described on SCHEDULE 1.1-B hereto.
All Existing Subordinated Note Documents are described on SCHEDULE 1.1-C hereto.
All Lender Indebtedness is "Senior Debt" and "Designated Senior Debt" as defined
in the Subordinated Note Documents and the Existing Subordinated Note Documents
and entitled to the benefits of all subordination provisions contained in such
Subordinated Debt Documents, and other than the Lender Indebtedness, there is no
other "Designated Senior Debt" thereunder. There is no event of default or event
or condition which

                                     - 57 -


could become an event of default with notice or lapse of time or both, under the
Subordinated Debt Documents and each of the Subordinated Debt Documents is in
full force and effect. Other than pursuant to the Subordinated Notes, the
Existing Subordinated Notes and the Preferred Stock Documents, there is no
obligation pursuant to any Subordinated Debt Document or other document or
agreement evidencing or relating to any Subordinated Debt or Preferred Stock
outstanding or to be outstanding on the Effective Date which obligates the
Company to pay any principal or interest or redeem any of its Capital Stock or
incur any other monetary obligation.

     4.21 PREFERRED STOCK DOCUMENTS. All Preferred Stock Documents, and all
payments and other obligations of the Company with respect to the Preferred
Stock, are described on SCHEDULES 1.1-A-1 AND 1.1A-2 hereto.

     4.22 BANK ACCOUNTS. SCHEDULE 4.22 sets forth, as of the Effective Date, the
account numbers and location of all accounts of the Company or any of its
Subsidiaries.

     4.23 FACILITY LEASES AND FACILITY MANAGEMENT AGREEMENTS. SCHEDULE 4.23
hereto sets forth a listing of each Facility Lease and each Facility Management
Agreement to which the Company or any of its Subsidiaries is a party as lessee
or manager and specifies the city and state where the parking facility subject
to such lease or management agreement is located.

                                    ARTICLE V

COVENANTS

     5.1 AFFIRMATIVE COVENANTS. The Company covenants and agrees that, until the
payment in full of the Lender Indebtedness and the performance of all other
obligations of the Company under this Agreement, and the termination of the
Revolving Commitments, unless the requisite Lenders pursuant to Section 8.1
shall otherwise consent in writing, it shall, and, shall cause each of its
Subsidiaries to:

         (a) PRESERVATION OF CORPORATE EXISTENCE, ETC. To the extent the failure
to do so could reasonably be expected to have a Material Adverse Effect, (i) do
or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence and its qualification as a foreign
corporation, partnership or limited liability company, as the case may be (other
than in connection with any merger permitted pursuant to Sections 5.2(g), (l) or
(s) and other than any dissolution or liquidations of any Subsidiary if the
assets of such Subsidiary are transferred to the Company or any Guarantor in
connection with such dissolution or liquidation), in good standing in each
jurisdiction in which such qualification is necessary under applicable law and
the rights, licenses, permits (including those required under applicable
Environmental Laws), franchises, patents, copyrights, trademarks and trade names
material to the conduct of its businesses; provided, however, that the Company
shall not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Agent or the Lenders; and

                                     - 58 -


(ii) defend all of the foregoing against all claims, actions, demands, suits or
proceedings at law or in equity or by or before any governmental instrumentality
or other agency or regulatory authority.

         (b) COMPLIANCE WITH LAWS, ETC. Comply in all material respects with all
applicable laws, rules, regulations and orders of any governmental or regulatory
authority whether federal, state, local or foreign (including without limitation
ERISA, the Code and Environmental Laws), in effect from time to time, except to
the extent the failure to so comply could not reasonably be expected to have a
Material Adverse Effect, and pay and discharge, before any interest or penalty
for nonpayment thereof becomes payable, all taxes, assessments and governmental
charges or levies imposed upon it or upon its income, revenues or property
before the same shall become delinquent or in default, as well as all lawful
claims for labor, materials and supplies or otherwise, which, if unpaid, might
give rise to Liens (other than Permitted Liens) upon its properties or any
portion thereof, except to the extent that payment of any of the foregoing is
then being contested in good faith by appropriate legal proceedings and with
respect to which adequate financial reserves have been established on the books
and records of the Company or the applicable Subsidiary.

         (c) MAINTENANCE OF PROPERTIES; INSURANCE. Maintain, preserve and
protect all property that is material to the conduct of the business of the
Company or any of its Subsidiaries and keep such property in good repair,
working order and condition (ordinary wear and tear and casualty covered by
insurance in compliance with this Section 5.1(c) excepted) and from time to time
make, or cause to be made, all needful and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business
carried on in connection therewith may be properly conducted at all times in
accordance with customary and prudent business practices for similar businesses;
and maintain in full force and effect insurance with responsible and reputable
insurance companies or associations in such amounts, on such terms and covering
such risks, including fire and other risks insured against by extended coverage,
as is usually carried by companies engaged in similar businesses and owning
similar properties similarly situated and maintain in full force and effect
public liability insurance, insurance against claims for personal injury or
death or property damage occurring in connection with any of its activities or
any properties owned, occupied, controlled or managed by it, in such amount as
is usually carried by companies engaged in similar businesses and owning,
occupying or operating similar properties similarly situated, and maintain such
other insurance as may be required by law or as may be reasonably requested by
the Required Lenders for purposes of assuring compliance with this Section
5.1(c). The Company shall provide the Agent satisfactory written evidence of the
coverage amounts and effective dates of all such insurance policies, and shall
list the Agent on all such policies as a lender loss payee, mortgagee or
additional insured, as applicable, for the benefit of the Lenders, shall deliver
a lender's loss payable endorsement for all property, casualty and business
interruption policies with standard mortgagee provisions, and shall further
provide evidence that all such policies may be cancelled only upon 30 days'
notice to the Agent.

         (d) REPORTING REQUIREMENTS. Furnish to the Lenders and the Agent the
following:

                                     - 59 -


             (i) Promptly and in any event within five Business Days after
becoming aware of the occurrence of (A) any Unmatured Event or Event of Default,
(B) the commencement of any litigation against, by or affecting the Company or
any of its Subsidiaries, which could be reasonably expected to have a Material
Adverse Effect, and any material developments therein, or (C) entering into any
material contract or undertaking that is not entered into in the ordinary course
of business, or (D) any Reportable Event; or (E) any development in the business
or affairs of the Company or any of its Subsidiaries which has resulted in or
which could be likely in the reasonable judgment of the Company, to result in a
Material Adverse Effect, a statement of the chief financial officer of the
Company setting forth details of such occurrence and the action which the
Company or such Subsidiary, as the case may be, has taken and proposes to take
with respect thereto;

             (ii) Promptly upon request therefor from the Agent at any time
after the occurrence and during the continuance of an Event of Default, and in
any event within twenty (20) Business Days after the end of each month, a
calculation of the Borrowing Base in the form attached hereto as Exhibit K,
certified by the chief financial officer of the Company;

             (iii) As soon as available and in any event within 45 days after
the end of each fiscal quarter of the Company, the consolidated balance sheet of
the Company and its Subsidiaries as of the end of such quarter, and the related
consolidated statements of income and cash flows for such quarter and for the
period commencing at the end of the previous fiscal year and ending with the end
of such quarter, setting forth in each case in comparative form the
corresponding figures for the corresponding date or period of the preceding
fiscal year and duly certified (subject to year-end audit adjustments) by the
chief financial officer of the Company as having been prepared in accordance
with Generally Accepted Accounting Principles, together with a certificate of
the chief financial officer of the Company stating (A) that no Unmatured Event
or Event of Default, has occurred and is continuing or, if an Unmatured Event or
Event of Default has occurred and is continuing, a statement setting forth the
details thereof and the action which the Company has taken and/or proposes to
take with respect thereto, and (B) beginning with the certificate delivered for
the quarter ending March 31, 2002 that a computation (which computation shall
accompany such certificate and shall be in detail satisfactory to the Agent)
showing compliance with Section 5.2(a), (b), (c) and (d) hereof is in conformity
with the terms of this Agreement;

             (iv) As soon as available and in any event within 90 days after the
end of each fiscal year of the Company, a copy of the consolidated balance sheet
of the Company and its Subsidiaries as of the end of such fiscal year and the
related consolidated statements of income and cash flows for such fiscal year,
with a customary audit report of Ernst & Young LLP, or any of the five largest
independent certified public accounting firms in the United States, without
qualifications unacceptable to the Agent, together with, a certificate of the
chief financial officer of the Company stating (A) that no Unmatured Event or
Event of Default has occurred and is continuing, or, if an Unmatured Event or
Event of Default has occurred and is continuing, a statement setting forth the
details thereof and the action which the Company has taken and/or proposes to
take with respect thereto, and (B) beginning with the certificate delivered for
the year ending December 31, 2002 that a computation (which computation shall
accompany such

                                     - 60 -


certificate and shall be in reasonable detail) showing compliance with Section
5.2(a), (b), (c) and (d) hereof is in conformity with the terms of this
Agreement;

             (v) Promptly after the sending or filing thereof, copies of all
reports, proxy statements and financial statements which the Company or any of
its Subsidiaries sends to or files with any of their respective security holders
or any securities exchange or the SEC;

             (vi) On an annual basis, and concurrently with the delivery of any
reports or statements referenced in (iv) above, the Company shall deliver to the
Agent a complete set of schedules to this Agreement, revised to reflect all
information described in such schedules that is new or changed from the prior
year, and each schedule hereto shall, for purposes of Section 2.6(a), speak only
as of the date last revised, there being no implied obligation to update the
schedules as of the time of each disbursement in order to make the
representations and warranties contained in Article IV true and correct as of
the time of such disbursement, except for SCHEDULES 1.1-E, 2.5(m), 4.4, 4.5,
4.13 AND 4.15, which shall be revised and delivered to the Agent within 10
Business Days of any change in the information contained in any such schedule,
further subject to any requirement, contained in this Agreement or in the
Security Documents, to give prior notice to the Agent or the Lenders with
respect to the information contained in any such schedule; PROVIDED, HOWEVER,
that notwithstanding that any such supplement to a schedule may disclose the
existence or occurrence of events, facts or circumstances which are either
prohibited by the terms of this Agreement or any other Loan Documents or which
result in the breach of any representation or warranty, such supplement to such
schedule or representation shall not be deemed either an amendment thereof or a
waiver of such breach unless expressly consented to in writing by Agent and the
Required Lenders, and no such amendments, except as the same may be consented to
in a writing which expressly includes a waiver, shall be or be deemed a waiver
by the Agent or any Lender of any Event of Default disclosed therein, and
PROVIDED, FURTHER, any items disclosed in any such supplemental disclosures
shall be included in the calculation of any limits, baskets or similar
restrictions contained in this Agreement or any of the other Loan Documents;

             (vii) Promptly and in any event within 10 Business Days after
receipt, a copy of any management letter or comparable analysis prepared by the
auditors for the Company or any of its Subsidiaries;

             (viii) Not later than January 31 of each year of the Company, (a) a
budget prepared by the Company for the following fiscal year, and (b) a forecast
prepared by the Company for the two consecutive fiscal years thereafter, and

             (ix) Promptly, such other information respecting the business,
properties, operations, collateral or condition, financial or otherwise, of
Parent, the Company or any of their respective Subsidiaries as any Lender or the
Agent may from time to time reasonably request.

         (e) ACCOUNTING, ACCESS TO RECORDS, BOOKS, ETC. Maintain a system of
accounting established and administered in accordance with sound business
practices to permit

                                     - 61 -


preparation of financial statements in accordance with Generally Accepted
Accounting Principles and to comply with the requirements of this Agreement and,
upon reasonable prior notice, at any reasonable time and from time to time, (i)
permit any Lender or the Agent, or any agents or representatives thereof
(including, without limitation, any auditor or consultant engaged by counsel for
any Lender or the Agent), to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, the Company and
its Subsidiaries, and to discuss the affairs, finances and accounts of the
Company and its Subsidiaries with their respective directors, officers and
independent auditors, and by this provision the Company does hereby authorize
such Persons to discuss such affairs, finances and accounts with any Lender or
the Agent, (ii) permit the Agent or any of its agents or representatives
(including, without limitation, any auditor or consultant engaged by counsel for
any Lender or the Agent) to conduct a comprehensive field audit of its books,
records, properties and assets, including without limitation all collateral
subject to the Security Documents, PROVIDED, HOWEVER, the Company shall only be
obligated to pay for two such audits per fiscal year (unless an Event of Default
has occurred and is continuing, in which case the Company's obligation to pay
for any such audits shall be unlimited).

         (f) ADDITIONAL SECURITY AND COLLATERAL. Promptly (i) execute and
deliver and cause each Guarantor to execute and deliver, additional Security
Documents, within 30 days after request therefor by the Agent, sufficient to
grant to the Agent for the benefit of the Lenders and the Agent liens and
security interests in any after acquired property, to the extent required under
Section 2.10, (ii) cause each Person becoming a Domestic Subsidiary and which
meets the definition of a Guarantor from time to time to execute and deliver to
the Lenders and the Agent, within 30 days after such Person becomes a Domestic
Subsidiary, a Guaranty, a Security Agreement and a Pledge Agreement, and cause
the parent of such Domestic Subsidiary to execute and deliver to the Lenders and
the Agent within such period a pledge agreement (if one has not already been
executed and delivered), sufficient to grant to the Agent for the benefit of the
Lenders and the Agent liens and security interests in all collateral of the type
described in Section 2.10; and (iii) cause the parent of each Person becoming a
Foreign Subsidiary or Joint Venture from time to time to execute and deliver to
the Lenders and the Agent, within 30 days after such Person becomes a Subsidiary
or Joint Venture, a Pledge Agreement sufficient to grant to the Agent for the
benefit of the Lenders and the Agent liens and security interests in all
collateral of the type described in Section 2.10(c). The Company shall notify
the Lenders and the Agent, within 10 days after the occurrence thereof, of the
acquisition of any property by the Company or any Guarantor that is not subject
to the existing Security Documents, any Person becoming a Subsidiary and any
other event or condition, other than the passage of time, that may require
additional action of any nature in order to create or preserve the effectiveness
and perfected status of the liens and security interests of the Lenders and the
Agent with respect to such property pursuant to the Security Documents,
including without limitation delivering the originals of all promissory notes
and other instruments payable to the Company or any Guarantor to the Agent and
delivering the originals of all stock certificates or other certificates
evidencing any Capital Stock owned by the Company or any Guarantor at any time.

         (g) BANK ACCOUNTS. No later than March 31, 2002,the Company shall have
moved all of its and its Subsidiaries' disbursement accounts to LaSalle, and
otherwise

                                     - 62 -


established LaSalle as its primary depository bank and provider of cash
management services, notwithstanding that the Company and its Subsidiaries may
maintain (i) account number 574332292 with Firstar Bank, NA for collection of
credit card receipts, PROVIDED, that such account is swept daily to a
concentration account in the name of the Company maintained at LaSalle, (ii)
local depository and disbursement accounts with other financial institutions in
Canada, as necessary to the conduct of the Company's or its Subsidiaries'
business there, and (iii) local depository and disbursement accounts in the
United States of America as necessary to pay payroll expenses or otherwise
necessary to the conduct of business, in the locations where the Company or its
Subsidiaries are doing business, PROVIDED, that with respect to any local
depository accounts not maintained at LaSalle, such accounts are swept (net of
amounts necessary to pay payroll expenses) daily, where daily electronic wire
transfers are available and cost effective, to a concentration account
maintained at LaSalle, or are swept (net of amounts necessary to pay payroll
expenses) to such concentration account no less often than three times a week
where daily wire transfers are not available or are not cost effective. LaSalle
shall use commercially reasonable efforts to cooperate with the Company in
complying with this subsection 5.1(g). At all times on and after the Effective
Date, the Company and its Subsidiaries shall sweep funds from all its and their
respective accounts, wheresoever located, to the concentration account
maintained by LaSalle, and all amounts received in such concentration account
shall be (i) further swept into the Company's disbursement accounts maintained
by LaSalle, provided no Event of Default has occurred or is continuing, or (ii)
applied to the Lender Indebtedness on such terms required by the Agent at any
time after the occurrence and during the continuance of an Event of Default.

         (h) FURTHER ASSURANCES. Execute and deliver within 30 days after
request therefor by the Agent, all further instruments and documents and take
all further action that the Agent may reasonably request, in order to give
effect to the intent of, and to aid in the exercise and enforcement of the
rights and remedies of the Agent and the Lenders under, the Loan Documents. At
all times on and after the occurrence, and during the continuation, of an Event
of Default, the Company and the Guarantors shall direct all clients and other
Account Debtors to make all payments in connection with any obligations to the
Company or any Guarantor (other than obligations with respect to credit card
payments, which shall be collected in accordance with Section 2.6(c) hereof)
directly to a lockbox in the name, and under the control, of the Agent, and all
amounts received in such lockbox shall be applied to the Lender Indebtedness on
such terms required by the Agent, and the Company and the Guarantors shall
promptly execute such documents and agreements required by the Agent in
connection therewith, each in form and substance satisfactory to the Agent.

     5.2 NEGATIVE COVENANTS. Until payment in full of the Lender Indebtedness
and the performance of all other obligations of the Company under this Agreement
and irrevocable termination of the Revolving Commitments, the Company agrees
that, unless the Required Lenders (and with respect to sections 5.2 (g), (j),
(k), (l), (p), (q) or (s), until all Lender Indebtedness of Bank One has been
indefeasibly paid in full in cash, Bank One) shall otherwise consent in writing,
it shall not, and shall not permit any of its Subsidiaries, to:

                                     - 63 -


         (a) ADJUSTED TOTAL DEBT TO ADJUSTED EBITDA RATIO. Permit or suffer the
Adjusted Total Debt to Adjusted EBITDA Ratio to be greater than the levels set
forth in the following table as of the dates shown:



     DATE OF MEASUREMENT                                  REQUIRED RATIO
     -------------------                                  --------------
                                                       
     March 31, 2002                                       5.89 to 1.00
     June 30, 2002                                        6.50 to 1.00
     September 30, 2002                                   6.55 to 1.00
     December 31, 2002                                    7.04 to 1.00
     March 31, 2003                                       6.55 to 1.00
     June 30, 2003                                        6.37 to 1.00
     September 30, 2003                                   6.11 to 1.00
     December 31, 2003                                    6.17 to 1.00


As of December 31, 2001, the Company shall have a minimum Adjusted EBITDA of
$26,200,000.

         (b) INTEREST COVERAGE RATIO. Permit or suffer the Interest Coverage
Ratio to be less than the levels set forth in the following table as of the
dates shown:



     DATE OF MEASUREMENT                                  REQUIRED RATIO
     -------------------                                  --------------
                                                       
     March 31, 2002                                       1.52 to 1.00
     June 30, 2002                                        1.47 to 1.00
     September 30, 2002                                   1.45 to 1.00
     December 31, 2002                                    1.39 to 1.00
     March 31, 2003                                       1.47 to 1.00
     June 30, 2003                                        1.56 to 1.00
     September 30, 2003                                   1.60 to 1.00
     December 31, 2003                                    1.64 to 1.00


         (c) FIXED CHARGE COVERAGE RATIO. Permit or suffer the Fixed Charge
Coverage Ratio to be less than the levels set forth in the following table as of
the dates shown:



     DATE OF MEASUREMENT                                  REQUIRED RATIO
     -------------------                                  --------------
                                                       
     March 31, 2002                                       1.12 to 1.00
     June 30, 2002                                        1.07 to 1.00
     September 30, 2002                                   1.04 to 1.00
     December 31, 2002                                    1.00 to 1.00
     March 31, 2003                                       1.04 to 1.00
     June 30, 2003                                        1.09 to 1.00
     September 30, 2003                                   1.10 to 1.00
     December 31, 2003                                    1.11 to 1.00


                                     - 64 -


         (d) SENIOR DEBT TO ADJUSTED EBITDA RATIO. Permit or suffer the Senior
Debt to Adjusted EBITDA Ratio to be greater than the levels set forth in the
following table as of the dates shown:



     DATE OF MEASUREMENT                                  REQUIRED RATIO
     -------------------                                  --------------
                                                       
     March 31, 2002                                       1.24 to 1.00
     June 30, 2002                                        1.44 to 1.00
     September 30, 2002                                   1.33 to 1.00
     December 31, 2002                                    1.51 to 1.00
     March 31, 2003                                       1.19 to 1.00
     June 30, 2003                                        1.28 to 1.00
     September 30, 2003                                   1.09 to 1.00
     December 31, 2003                                    1.23 to 1.00


         (e) INDEBTEDNESS. Create, incur, assume or in any manner become liable
in respect of, or suffer to exist, or permit or suffer any Subsidiary to create,
incur, assume or in any manner become liable in respect of, or suffer to exist,
any Indebtedness other than:

             (i) The Lender Indebtedness;

             (ii) The Indebtedness described in SCHEDULE 5.2(e) hereto and
renewals, extensions and refinancings thereof, but no increase in the amount
thereof (as such amount is reduced from time to time) and no modifications of
the terms thereof which is less favorable to the Company or more restrictive on
the Company in any material manner shall be permitted;

             (iii) Indebtedness of any Guarantor owing to the Company or to any
other Guarantor (other than the Parent);

             (iv) Subordinated Debt, including the related subordinated
guarantees, pursuant to the Subordinated Debt Documents, provided that (A)
immediately before and after (on a pro forma basis acceptable to the Agent and
supported by such certificates required by the Agent) the incurrence of any such
Subordinated Debt, no Unmatured Event or Event of Default shall exist or shall
have occurred and be continuing and the Company shall be in pro forma compliance
with all financial and other covenants contained herein as of the date of
incurrence of such Subordinated Debt and for the following year and (B) all
agreements, documents and instruments relating to such Subordinated Debt shall
have been delivered to and approved by the Agent prior to the incurrence of such
Subordinated Debt;

             (v) Trade accounts payable and accrued expenses arising in the
ordinary course which are past due in an amount which is not material in the
aggregate for the Company and its Subsidiaries on a consolidated basis or which
are being contested in good faith by appropriate proceedings and for which
adequate reserves are maintained on the books of the Company;

                                     - 65 -


             (vi) Earnouts with respect to Permitted Acquisitions made by the
Company;

             (vii) Indebtedness which is nonrecourse to the Company or its
Subsidiaries, provided that the aggregate amount of such nonrecourse
Indebtedness does not exceed $10,000,000 and such nonrecourse terms and the
other terms of such financing are acceptable to the Agent;

             (viii) Indebtedness incurred to finance insurance premiums in the
ordinary course of business consistent with past practices of the Company;

             (ix) Indebtedness of Subsidiaries and Joint Ventures which are not
Guarantors owing to the Company or a Guarantor (other than the Parent) not
exceeding an aggregate amount equal to the book value of three percent (3%) of
Total Assets; PROVIDED, that any such Indebtedness shall reduce, dollar for
dollar, the available transactions permitted by Section 5.2(l)(13);

             (x) Indebtedness represented by the subtraction of Adjusted
Off-Balance Sheet Liabilities from Off-Balance Sheet Liabilities;

             (xi) Indebtedness (other than Indebtedness to (i) Parent, or (ii)
the Principals, the Related Parties and their respective Affiliates) other than
as described in clauses (i) through (x) above not exceeding an aggregate amount
equal to the book value of three percent (3%) of Total Assets, provided that not
more than 50% of the Indebtedness incurred or otherwise outstanding pursuant to
this clause (xi) may be secured by Permitted Liens; and

             (xii) any Indebtedness which may otherwise be permitted pursuant to
Sections 5.2(l) and (s).

         (f) LIENS. Create, incur or suffer to exist any Lien on any of the
assets, rights, revenues or property, real, personal or mixed, tangible or
intangible, whether now owned or hereafter acquired, of the Company or any of
its Subsidiaries, other than:

             (i) Liens in favor of the Agent for the benefit of the Lenders and
the Agent;

             (ii) Liens imposed by law (other than liens imposed by ERISA or
Section 412 of the Code), carriers', warehousemen's or mechanic's Liens,
operators' or drillers' Liens and Liens to secure claims for labor, material or
supplies arising in the ordinary course of business, but only to the extent that
payment thereof shall not at time be due or shall be contested in good faith by
appropriate proceedings diligently conducted, with respect to which appropriate
reserves have been set aside and as to which there has been no seizure of or
foreclosure upon assets subject to such Liens;

             (iii) deposits or pledges to secure payment of workmen's
compensation, unemployment insurance, old age pensions or other social security,
or to secure

                                     - 66 -


the performance of bids, tenders, contracts (other than those relating to
borrowed money) or leases or to secure statutory obligations or surety or appeal
bonds, or to secure indemnity, performance or other similar bonds in the
ordinary course of business, or in connection with contests, to the extent that
payment thereof shall not at the time be due or shall be contested in good faith
by appropriate proceedings diligently conducted and there have been set aside on
its books appropriate reserves with respect thereto;

             (iv) Liens securing taxes, assessments, levies or other
governmental charges which are not overdue or which, in an amount not exceeding
$1,000,000 in the aggregate, are being contested in good faith by appropriate
proceedings diligently conducted, with respect to which reasonable reserves have
been set aside and as to which there has been no seizure of or foreclosure upon
assets subject to the Liens;

             (v) Liens consisting of encumbrances, easements or reservations of,
or rights of others for, rights-of-way, sewers, electric lines,
telecommunications lines and other similar purposes, zoning restrictions,
restrictions on the use of real property and minor defects and irregularities in
the title thereto, and other similar encumbrances, none of which in the opinion
of the Agent interferes with the use of the property subject thereto by the
Company or such Subsidiary in the ordinary conduct of its business;

             (vi) Liens existing on the date hereof and listed on SCHEDULE
5.2(f) hereto (including without  limitation subordinated Liens
created pursuant to the Subordinated Debt Documents), provided that neither the
Indebtedness secured by any such existing Liens nor the property subject thereto
shall increase;

             (vii) Liens on the daily revenues in favor of Persons other than
the Company or its Affiliates who are parties to the Facility Leases and
Facility Management Agreements for the amounts due to them pursuant thereto;

             (viii) purported Liens in the ordinary course of business on
fixtures to the extent applicable law permits a mortgagee to claim an interest
therein, provided that such purported Liens do not secure any Indebtedness of
the Company or any of its Affiliates;

             (ix) any Lien created to secure payment of a portion of the
purchase price of, or existing at the time of acquisition of, any tangible fixed
asset acquired by the Company or any of its Subsidiaries may be created or
suffer to exist upon such tangible fixed asset if the outstanding principal
amount of the Indebtedness secured by such Lien does not exceed the purchase
price paid by the Company or such Subsidiary for such tangible fixed asset
provided that (A) such Lien does not encumber any other asset at any time owned
by the Company or such Subsidiary, (B) not more than one such Lien shall
encumber such tangible fixed asset at any one time and (C) the aggregate amount
of Indebtedness secured by all such Liens shall not exceed shall not exceed the
amounts permitted by Sections 5.2(e)(ii) and (xi);

             (x) Liens on unearned insurance premiums to secure Indebtedness
referred to in Section 5.2(e)(viii);

                                     - 67 -


             (xi) Liens arising by applicable law in respect of employees'
wages, salaries or commissions not overdue; and

             (xii) Liens arising out of judgments or awards not exceeding
$1,000,000 in the aggregate against the Company or its Subsidiaries with respect
to which the Company or such Subsidiary shall be in good faith prosecuting an
appeal or a proceeding or review and the enforcement of such Lien is stayed
pending such appeal or review.

         (g) MERGER; ACQUISITIONS; ETC. Make any Acquisition; nor merge or
consolidate or amalgamate with any other Person or take any other action having
a similar effect, nor enter into any joint venture or similar arrangement with
any other Person, except (i) that the Agent, the Required Lenders, and Bank One
(while Bank One is a Lender hereunder), may permit Acquisitions on terms
acceptable to the Agent, the Required Lenders and Bank One (collectively,
"Permitted Acquisitions"), and (ii) as may be otherwise permitted pursuant to
Sections 5.2(l) and (s).

         (h) DISPOSITION OF ASSETS, ETC. Sell, lease, license, transfer, assign
or otherwise dispose of all or any portion of its business, assets, rights,
revenues or property, real, personal or mixed, tangible or intangible, whether
in one or a series of transactions, other than inventory sold in the ordinary
course of business upon customary credit terms and sales of scrap or obsolete
material or equipment which are not material in the aggregate, and shall not
permit or suffer any Subsidiary to do any of the foregoing; provided, however,
that this Section 5.2(h) shall not prohibit any such sale, lease, license,
transfer, assignment or other disposition otherwise permitted pursuant to
Sections 5.2(l) and (s), or if (i) the aggregate book value (disregarding any
write-downs of such book value other than ordinary depreciation and
amortization) of all of the business, assets, rights, revenues and property
disposed of after the Effective Date of this Agreement (other than in reliance
on clauses (ii) and (iii) below) shall be less than 1% of the Total Assets at
such time and if, immediately before and after such transaction, no Unmatured
Event or Event of Default shall exist or shall have occurred and be continuing,
(ii) sales of equipment as to which proceeds are used within 180 days to
purchase equipment of at least equivalent value to those sold and if,
immediately before and after such transaction, no Unmatured Event or Event of
Default shall exist or shall have occurred and be continuing, (iii) sales as to
which proceeds are used to make optional prepayments on the Term Loan (if
permitted) and Revolving Credit Advances, provided that such prepayments on the
Revolving Credit Advances shall also permanently reduce the Revolving
Commitments by the amount of such payments, (iv) investments which consist of
transfers of assets instead of cash and which are permitted by Section 5.2(k) or
(v) transfers of assets pursuant to a loan or advance permitted pursuant to
Section 5.2(k); provided, however, in the case of any of the foregoing permitted
sales, leases, licenses, transfers, assignments or other dispositions (each an
"Asset Sale") described in clauses (i), (iii), (iv) the Company shall not, and
shall not permit any of its Subsidiaries to, consummate an Asset Sale unless (A)
the Company (or the Subsidiary, as the case may be) receives consideration at
the time of such Asset Sale at least equal to the fair market value (as
determined by the Board of Directors and evidenced by a resolution of the Board
of Directors set forth in an officer's certificate delivered to the Agent) of
the assets and (B) at least 80% of the consideration therefor received by the
Company or such Subsidiary is in

                                     - 68 -


the form of cash; provided that the amount of (x) any liabilities (as shown on
the Company's or such Subsidiary's most recent balance sheet), of the Company or
any Subsidiary that are assumed by the transferee of any such assets such that
the Company or such Subsidiary have no further liability and (y) any securities,
notes or other obligations received by the Company or any such Subsidiary from
such transferee that are converted by the Company or such Subsidiary into cash
(to the extent of the cash received), shall be deemed to be cash for purposes of
this provision and the definition of Net Cash Proceeds, and (C) the Agent
promptly shall obtain a first priority security interest in any non-cash
consideration for any Asset Sale.

         (i) NATURE OF BUSINESS. Make or suffer any substantial change in the
nature of its business from that engaged in on the Effective Date or engage in
any other businesses other than those in which it is engaged on the Effective
Date.

         (j) DIVIDENDS AND OTHER RESTRICTED PAYMENTS. Make, pay, declare or
authorize any dividend, payment or other distribution in respect of any class of
its Capital Stock (including Preferred Stock) or any dividend, payment or
distribution in connection with the redemption, purchase, retirement or other
acquisition, directly or indirectly, of any shares of its Capital Stock, other
than such dividends, payments or other distributions made (i) to the extent
payable solely in shares of Capital Stock (other than Disqualified Stock) of the
Company, (ii) in connection with Permitted Acquisitions; (iii) in connection
with "Permitted Junior Securities" issued in favor of Bank One pursuant to and
as defined in the Bank Subordination Agreement; and (iv) as permitted pursuant
to Sections 5.2(l) and (s). The Company will not issue Disqualified Stock,
except as permitted by Section 5.2(e).

         (k) INVESTMENTS, LOANS AND ADVANCES. Purchase or otherwise acquire any
Capital Stock of or other ownership interest in, or debt securities of or other
evidences of Indebtedness of, any other Person; nor make any loan or advance of
any of its funds or property or make any other extension of credit to, or make
any other investment or contribution or acquire any interest whatsoever in, any
other Person; nor incur any Contingent Liability except to the extent permitted
under Section 5.2(e); nor permit any Subsidiary to do any of the foregoing;
other than (i) extensions of trade credit made in the ordinary course of
business on customary credit terms and commission, relocation, travel and
similar advances made to officers, employees and to Shoreline Enterprises, LLC,
a Delaware limited liability company (the majority ownership of which is held by
Myron C. Warshauer) ("Shoreline"), for consulting services and reimbursable
expenses, all in the ordinary course of business, provided that advances to
officers, employees and Shoreline for purposes other than commission, relocation
and travel shall not exceed $250,000 in aggregate amount, (ii) investments in
Cash Equivalents, (iii) those investments, loans, advances and other
transactions described in SCHEDULE 5.2(k) hereto, having the same terms as
existing on the date of this Agreement, but no extension or renewal thereof
shall be permitted, (iv) acquire and own stock, obligations or securities
received in settlement of debts owing to the Company or its Subsidiaries or as
consideration for Asset Sales otherwise permitted under Section 5.2(h), (v)
other loans, advances or investments (except to (1) Affiliates of the Company,
or (2) the Parent, the Principals, the Related Parties and their respective
Affiliates) in an aggregate amount not to exceed three percent (3%) of Total
Assets, and (vi) as otherwise permitted pursuant to Sections 5.2(l) and (s).

                                     - 69 -


         (l) TRANSACTIONS WITH AFFILIATES. Take any actions, nor enter into any
transactions, of the types described in Sections 5.2(e), (f), (g), (h), (j),
(k), (p) or (q), directly or indirectly, with, or for the benefit of, any
Affiliates of the Company, the Principals and/or the Related Parties (each of
the foregoing, an "Affiliate Transaction") except as may otherwise be
specifically permitted by those sections, and except as follows:

     (1) transactions between or among the Company and/or the Guarantors (except
     for the Parent) shall be permitted;

     (2) the Company or any Subsidiary may pay or issue to Parent or Affiliates
     such amounts or dividends which in the aggregate do not exceed in any
     fiscal quarter an amount equal to the lesser of $750,000 or an amount equal
     to 50% of the amount of Excess Cash Flow times one-fourth (collectively,
     the "Affiliate Amount"), provided that (i) such payments do not violate any
     other terms or provisions of this Agreement, (ii) no Unmatured Event or
     Event of Default exists or would be caused by such payment, and (iii) the
     calculation of Excess Cash Flow and the Affiliate Amount shall be delivered
     to the Agent concurrently with the financial statements required pursuant
     to Section 5.1(d)(iii) of this Agreement, and the Agent shall have five (5)
     Business Days in which to review and approve or disapprove such
     calculation, and the Affiliate Amount shall be paid upon approval of such
     calculation, and (iv) the payment of the Affiliate Amount shall begin for
     the fiscal quarter ending March 31, 2002 and shall continue for each fiscal
     quarter thereafter;

     (3) payment on the Closing Date to the Parent of a transaction advisory fee
     of not more than $3,000,000;

     (4) the Company has used a maximum of $1,500,000 of the proceeds from the
     Subordinated Notes to redeem not less than 1.5 shares of Series C Preferred
     Stock owned by the Parent, of which such proceeds the Parent MUST use, or
     return to the Company, 100% within 180 days of the Effective Date to
     repurchase and retire a portion of the Parent's Senior Discount Notes;

     (5) the Company may use a maximum of $1,500,000 out of the payment received
     by the Company pursuant to the cancellation of certain Facility Management
     Agreements to redeem shares of Series C Preferred Stock owned by the
     Parent; PROVIDED, HOWEVER, that the Parent MUST use, or return to the
     Company, 100% of such redemption payment within 30 days of the payment
     thereof, to repurchase and retire a portion of the Parent's Senior Discount
     Notes;

     (6) any Subsidiary may merge with or into another Subsidiary or into the
     Company, provided that (i) there is no Unmatured Event or Event of Default
     either existing before, or which would arise from, such merger, (ii) if any
     such merger involves a Guarantor, the Guarantor shall be the surviving
     corporation, (iii) if any such merger involves the Company, the Company
     shall be the surviving corporation and (iv) if any such merger involves the
     Company or any Guarantor, the net worth of the Company or such

                                     - 70 -


     Guarantor involved in such merger immediately after the merger would be
     equal to or greater than its net worth immediately preceding such merger;

     (7) upon notice to and consent of the Agent, any Subsidiary may merge with
     or into a newly-created Subsidiary which is incorporated, formed or
     otherwise organized pursuant to the laws of the State of Delaware, solely
     for the purpose of re-organizing the previously existing Subsidiary under
     the laws of the State of Delaware, provided that (i) there is no Unmatured
     Event or Event of Default either existing before, or which would arise
     from, such merger, (ii) if any such merger involves a Guarantor, the
     surviving Subsidiary shall become a Guarantor, and the net worth of such
     surviving Subsidiary immediately after the merger shall be equal to or
     greater than the Guarantor's net worth immediately preceding such merger,
     and (iii) all other terms and conditions of such merger shall be acceptable
     to the Agent in its reasonable discretion;

     (8) transfers of assets, including without limitation Capital Stock,
     between Guarantors (other than the Parent) or between the Company and
     Guarantors (other than the Parent) shall be permitted, provided that the
     Agent maintains its first priority perfected Lien on any and all collateral
     security;

     (9) the exchange of the Existing Subordinated Notes for the Subordinated
     Notes and the Series D Preferred Stock, as contemplated by the Subordinated
     Note Documents, is permitted;

     (10) Affiliate Transactions, Facility Management Agreements and Facility
     Leases entered into in the ordinary course of business shall be permitted
     that are on terms that are no less favorable to the Company or the relevant
     Subsidiary than those that would have been obtained in a comparable
     transaction by the Company or such Subsidiary with an unrelated Person;

     (11) the Company may pay on behalf of, or make reimbursements to, the
     Parent not to exceed $300,000 in the aggregate in any fiscal year of the
     Company, for expenses incurred in the ordinary course of business by the
     Parent for its own account or on behalf of the Company and/or the Company's
     Subsidiaries;

     (12) the Indebtedness of the Parent, the Principals and/or the Related
     Parties to the Company outstanding on the Effective Date and described in
     SCHEDULE 5.2(l)(12) hereto, but no increase in the amount thereof (as such
     amount is reduced from time to time, and all amounts repaid shall not be
     reborrowed) and no modifications of the terms thereof which are less
     favorable to the Company or more restrictive on the Company in any material
     manner shall be permitted; and

     (13) the Company or any Guarantor (other than the Parent) may purchase or
     otherwise acquire any Capital Stock of or other ownership interest in, or
     debt securities of or other evidences of Indebtedness of, any Subsidiary or
     Joint Venture that is not a Guarantor; or make any loan or advance of any
     of its funds or property or make any other extension of

                                     - 71 -


     credit to, or make any other investment or contribution or acquire any
     interest whatsoever in, any Subsidiary or Joint Venture that is not a
     Guarantor, not exceeding an aggregate amount equal to the book value of 3%
     of Total Assets; PROVIDED, that any of the foregoing transactions shall
     reduce, dollar for dollar, the available Indebtedness permitted by Section
     5.2(e)(ix).

         (m) INCONSISTENT AGREEMENTS. Enter into any agreement or permit or
suffer any Subsidiary to enter into any agreement containing any provision which
would be violated or breached by this Agreement or any of the transactions
contemplated hereby or by performance by the Company or any of its Subsidiaries
of its obligations in connection therewith.

         (n) NEGATIVE PLEDGE LIMITATION. Enter into any agreements (other than
the Subordinated Debt Documents, the Security Documents and any other agreement
entered into in connection with any Joint Venture in the ordinary course of the
Company's business prohibiting liens or security interests on the Capital Stock
of such Joint Venture and the assets of such Joint Venture consistent with the
terms of the Security Documents), including without limitation any amendments to
existing agreements, with any Person other than the Lenders pursuant hereto
which prohibits or limits the ability of the Company or any Subsidiary to
create, incur, assume or suffer to exist any Lien upon any of its assets,
rights, revenues or property, real, personal or mixed, tangible or intangible,
whether now owned or hereafter acquired.

         (o) SUBSIDIARY DIVIDENDS. Permit any of its Wholly-Owned Subsidiaries
directly or indirectly to create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction which by its terms
materially restricts the ability of any such Subsidiary to (i) pay dividends or
make any other distributions on such Subsidiary's capital stock, (ii) pay any
Indebtedness owed to the Company or any Guarantors, (iii) make any loans or
advances to the Company or any Guarantors or (iv) transfer any material portion
of its assets to the Company or any Guarantors.

         (p) PAYMENTS AND MODIFICATION OF DEBT. Make, or permit any Subsidiary
to make, any optional payment, defeasance (whether a covenant defeasance, legal
defeasance or other defeasance), prepayment or redemption of any of its or any
of its Subsidiaries' Subordinated Debt or other Indebtedness or Preferred Stock
(except for payments made in Capital Stock which could not create an Event of
Default, and except for Ordinary Course Lease Termination Payments); or amend or
modify, or consent or agree to any amendment or modification of, any instrument
or agreement under which any of its Subordinated Debt is issued or created or
otherwise related thereto; or amend or modify the Preferred Stock in any respect
which could be materially adverse to the Lenders, or which could cause the
Preferred Stock to become Disqualified Stock, or consent or agree to any such
amendment or modification of, any instrument or agreement under which the
Preferred Stock is issued or created or otherwise related thereto; or enter into
any agreement or arrangement providing for any defeasance of any kind of any of
its Subordinated Debt, or designate any Indebtedness (other than the Lender
Indebtedness) as "Designated Senior Debt" as defined in and pursuant to the
Subordinated Debt Documents; except as may otherwise be permitted pursuant to
Sections 5.2(l) and (s).

                                     - 72 -


         (q) MANAGEMENT FEES. Pay, or permit any Subsidiary to pay, directly or
indirectly, any management, consulting, investment banking, advisory or other
fees or payments or any other payments (including, without limitation, any
amounts paid or payable by the Company or any of its Subsidiaries to the Parent
in respect of overhead expense allocations among members of the affiliate
corporate group) to the Parent or any Affiliates thereof, or any Affiliates of
the Company or the Principals or Related Parties, except as may otherwise be
permitted pursuant to Sections 5.2(l) and (s). In addition to the foregoing, the
Company also will not pay, or permit any Subsidiary or, to the extent the
Company is able to do so, any other Affiliate of the Company, to pay, directly
or indirectly, any management, consulting, investment banking, advisory or other
fees or payments under any leases, any expense reimbursement or similar payments
or any other payments of any kind (including, without limitation, any amounts
paid or payable by the Company or any of its Subsidiaries to Steamboat in
respect of overhead expense allocations among members of the affiliate corporate
group) to Steamboat, Holberg or any Affiliates thereof other than the Company or
any Guarantor (other than Parent), except as may otherwise be permitted by
Sections 5.2(l) and (s).

         (r) NET CAPITAL EXPENDITURES. Make, or permit any Subsidiary to make,
Net Capital Expenditures that exceed in any fiscal year in the aggregate for the
Company and its Subsidiaries 25% of the Adjusted EBITDA for such fiscal year,
plus in each case, (i) the amount by which the allowed Net Capital Expenditures
for the most recently ended fiscal year exceeded the actual Net Capital
Expenditures for such fiscal year and (ii) an amount, not to exceed $2,000,000,
of the allowed Net Capital Expenditures for the following fiscal year (subject
to the permitted Net Capital Expenditures for such following year being reduced
by the amount used and allowed under this clause (ii)).

         (s) ADDITIONAL LIMITATIONS ON TRANSACTIONS WITH AFFILIATES.
Notwithstanding anything to the contrary in this Agreement (including, without
limitation, any of the transactions permitted by Section 5.2), from and after
the occurrence of an Event of Default or Unmatured Event, the Company shall not
and shall not permit any of its Subsidiaries to, directly or indirectly, make
any payment to or sell, lease, transfer or otherwise dispose of its properties
or assets to, or enter into or make or amend any such transaction (in such forms
as may include, without limitation, any contract, agreement, understanding,
investment, loan, advance or guarantee) with, or for the benefit of, any direct
or indirect holder or holders of any of the Capital Stock of the Company, or
with, or for the benefit of, any other Affiliate of the Company which is not its
Subsidiary or Joint Venture (including, without limitation, the Principals, the
Related Parties, Steamboat and Parent), except for Facility Management
Agreements and Facility Leases entered into in the ordinary course of business
that are on terms that are no less favorable to the Company or the relevant
Subsidiary than those that would have been obtained in a comparable transaction
by the Company or such Subsidiary with an unrelated Person.

         (t) ERISA MATTERS. For itself, any Subsidiary or any ERISA Affiliate,
suffer or permit any of the following that could result in or constitute a
Material Adverse Effect: (i) termination of any Plan; (ii) permit to exist any
Reportable Event or any other event or condition with respect to any Plan (iii)
make a complete or partial withdrawal from any Multiemployer Plan; (iv) enter
into any new Plan or modify any existing Plan so as to increase liability of the

                                     - 73 -


Company, a Subsidiary or an ERISA Affiliate; or (iv) permit the present value of
all nonforfeitable accrued benefits under any Plan (using the actuarial
assumptions utilized by the PBGC upon termination of a pension plan) to exceed
the fair market value of the Plan's assets allocable to such benefits, all as
determined as of the most recent valuation date for each such Plan.

     5.3 ADDITIONAL COVENANTS. If at any time the Company shall enter into or be
a party to any instrument or agreement with respect to any Indebtedness (covered
under clause (a) in the definition of "Indebtedness") and with respect to
Adjusted Off-Balance Sheet Liabilities, which in the aggregate, together with
any related Indebtedness (covered under clause (a) in the definition of
"Indebtedness") and any Adjusted Off-Balance Sheet Liabilities, exceeds
$5,000,000, including all such instruments or agreements in existence as of the
date hereof and all such instruments or agreements entered into after the date
hereof to the extent permitted by Section 5.1(d), relating to or amending any
terms or conditions applicable to any of such Indebtedness which includes
covenants, terms, conditions or defaults not substantially provided for in this
Agreement or more favorable to the lender or lenders thereunder than those
provided for in this Agreement, then the Company shall promptly so advise the
Agent and the Lenders. Thereupon, if the Agent shall request, upon notice to the
Company, the Agent and the Lenders shall enter into an amendment to this
Agreement or an additional agreement (as the Agent may request), providing for
substantially the same covenants, terms, conditions and defaults as those
provided for in such instrument or agreement to the extent required and as may
be selected by the Agent. In addition to the foregoing, any covenants, terms,
conditions or defaults in Subordinated Debt Documents or Preferred Stock
Documents not substantially provided for in this Agreement or more favorable to
the holders of Subordinated Debt or Preferred Stock issued in connection
therewith are hereby incorporated by reference into this Agreement to the same
extent as if set forth fully herein, and no subsequent amendment, waiver,
termination or modification thereof shall effect any such covenants, terms,
conditions or defaults as incorporated herein other than as permitted pursuant
to Section 5.2(p).

                                   ARTICLE VI

DEFAULT

     6.1 EVENTS OF DEFAULT. The occurrence of any one of the following events or
conditions shall be deemed an "Event of Default" hereunder unless waived by the
requisite Lenders pursuant to Section 8.1:

         (a) NONPAYMENT. The Company shall fail to pay when due any principal or
interest of the Notes, or any reimbursement obligation under Section 3.3
(whether by deemed disbursement of a Revolving Credit Loan or otherwise), or any
fees or any other amount payable hereunder;

         (b) MISREPRESENTATION. Any representation or warranty made by the
Company or any Guarantor in any Loan Document or any other certificate, report,
financial statement or

                                     - 74 -


other document furnished by or on behalf of the Company or any Guarantor in
connection with this Agreement, shall prove to have been incorrect when made or
deemed made;

         (c) CERTAIN COVENANTS. The Company or any Guarantor shall fail to
perform or observe any term, covenant or agreement contained in Sections 5.1(e)
through (g), 5.2 or 5.3 hereof;

         (d) OTHER DEFAULTS. The Company or any Guarantor shall fail to perform
or observe any other term, covenant or agreement contained in any Loan Document
to which it is a party (other than those described in Sections 6.1(a) or 6.1(c),
and any such failure shall remain unremedied for 20 calendar days after the
occurrence of such failure (or such longer or shorter period of time as may be
specified in such Loan Document);

         (e) OTHER INDEBTEDNESS. The Company or any of its Subsidiaries or any
Guarantor (other than the Parent) shall fail to pay any part of the principal
of, the premium, if any, or the interest on, or any other payment of money due
under any of its Indebtedness (other than (i) Indebtedness hereunder, (ii)
Indebtedness of APCOA-Atrium Parking Venture L.P., an Ohio limited partnership
("Atrium"), with respect to its obligations to the holders of its Ten-Year
Debentures bearing interest at a rate of 12% per annum, issued in original
principal amount of $1,775,000 pursuant to the terms of a Confidential Private
Placement memorandum dated May 24, 1995, and (iii) other non-recourse
Indebtedness of the Company or any of its Subsidiaries or any Guarantor as the
Agent shall consent, such consent not to be unreasonably withheld), beyond any
period of grace provided with respect thereto, which individually or together
with other such Indebtedness as to which any such failure exists has an
aggregate outstanding principal amount in excess of $1,000,000; or the Company
or any of its Subsidiaries or any Guarantor (other than the Parent) shall fail
to perform or observe any other term, covenant or agreement contained in any
agreement, document or instrument evidencing or securing any such Indebtedness
having such aggregate outstanding principal amount, or under which any such
Indebtedness was issued or created, beyond any period of grace, if any, provided
with respect thereto if the effect of such failure is either (i) to cause or
permit the holders of such Indebtedness (or a trustee on behalf of such holders)
to cause, any payment in respect of such Indebtedness to become due prior to its
due date or (ii) to permit the holders of such Indebtedness (or a trustee on
behalf of such holders) to elect a majority of the board of directors of the
Company or the Parent; PROVIDED, HOWEVER, that with respect to the Parent, the
Parent shall fail to pay any part of the principal of, the premium, if any, or
the interest on, or any other payment of money due under any of such
Indebtedness, beyond any period of grace provided with respect thereto, if the
effect of such failure is to cause the holders of such Indebtedness (or a
trustee on behalf of such holders) to cause any payment in respect of such
Indebtedness to become due prior to its due date;

         (f) JUDGMENTS. One or more judgments or orders for the payment of money
(not fully paid or covered without dispute by insurance) in an aggregate amount
of $1,000,000 in any fiscal year shall be rendered against the Company or any of
its Subsidiaries or any Guarantor, or any other judgment or order (whether or
not for the payment of money) shall be rendered against or shall affect the
Company or any of its Subsidiaries or any Guarantor which causes or could
reasonably be expected to cause a Material Adverse Effect, and either (i) such

                                     - 75 -


judgment or order shall have remained unsatisfied and the Company or such
Subsidiary or Guarantor shall not have taken action necessary to stay
enforcement thereof by reason of pending appeal or otherwise, prior to the
expiration of the applicable period of limitations for taking such action or, if
such action shall have been taken, a final order denying such stay shall have
been rendered, or (ii) enforcement proceedings shall have been commenced by any
creditor upon any such judgment or order;

         (g) ERISA. Any of the following (i) the occurrence of a Reportable
Event that results in liability of the Company, any Subsidiary or Guarantor or
any ERISA Affiliate to the PBGC or to any Plan and such Reportable Event is not
corrected within thirty (30) days after the occurrence thereof; (ii) the
occurrence of any Reportable Event which could constitute grounds for
termination of any Plan by the PBGC or for the appointment by the appropriate
United States District Court of a trustee to administer any Plan and such
Reportable Event is not corrected within thirty (30) days after the occurrence
thereof; (iii) the filing by the Company, any Subsidiary or Guarantor or any
ERISA Affiliate of a notice of intent to terminate a Plan or the institution of
other proceedings to terminate a Plan; (iv) the Company, any Subsidiary or
Guarantor or any ERISA Affiliate shall fail to pay when due any liability to the
PBGC or to a Plan; (v) the PBGC shall have instituted proceedings to terminate,
or to cause a trustee to be appointed to administer, any Plan; (vi) any Person
engages in a Prohibited Transaction with respect to any Plan which results in
liability of the Company, any Subsidiary or Guarantor, or any ERISA Affiliate;
(vii) there shall occur a complete or partial withdrawal from, or a default
within the meaning of Section 4219(c)(5) of ERISA with respect to one or more
Multiemployer Plans which could cause the Company, any Subsidiary or Guarantor
or any ERISA Affiliate to incur a current payment obligation; (viii) the
Company, any Subsidiary or Guarantor or any ERISA Affiliate shall fail to make a
required installment or other payment to any Plan within the meaning of Section
302(f) of ERISA or Section 412(n) of the Code that results in or could result in
liability of the Company, any Subsidiary of the Company or any ERISA Affiliate
to the PBGC or any Plan; (ix) the withdrawal of the Company, any of its
Subsidiaries or any ERISA Affiliate from a Plan during a plan year in which it
was a "substantial employer" as defined in Section 4001(a)(2) of ERISA; or (x)
the Company, any of its Subsidiaries or any ERISA Affiliate becomes an employer
with respect to any Multiemployer Plan without the prior written consent of the
Required Lenders; provided, however, that the aggregate liability caused by any
of the foregoing exceeds $1,000,000;

         (h) INSOLVENCY, ETC. The Company, any Subsidiary or any Guarantor shall
be dissolved or liquidated or any judgment, order or decree therefor shall be
entered (other than dissolutions or liquidations of Subsidiaries permitted by
Sections 5.1(a) and 5.2(g), (l) and (s)), [or shall generally not pay its debts
as they become due,] or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors, or
shall institute, or there shall be instituted against the Company, any
Subsidiary or any Guarantor, any proceeding or case seeking to adjudicate it a
bankrupt or insolvent or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief or
protection of debtors or seeking the entry of an order for relief, or the
appointment of a receiver, trustee, custodian or other similar official for it
or for any substantial part of its assets, rights, revenues or

                                     - 76 -


property, and, if such proceeding is instituted against the Company or such
Subsidiary or such Guarantor, such proceeding shall remain undismissed or
unstayed for a period of 60 days; or the Company or any Subsidiary or any
Guarantor shall take any action (corporate or other) to authorize or further any
of the actions described above in this subsection;

         (i) OTHER DOCUMENTS. Any material provision of any Loan Document or any
subordination provision of any Subordinated Debt Document shall at any time for
any reason cease to be valid and binding and enforceable against any obligor
thereunder, or the validity, binding effect or enforceability thereof shall be
contested by any Person or any obligor, shall deny that it has any or further
liability or obligation thereunder, or any Loan Document or any subordination
provision of any Subordinated Debt Document shall be terminated, invalidated or
set aside, or be declared ineffective or inoperative or in any way cease to give
or provide to the Lenders and the Agent the benefits purported to be created
thereby in any material manner;

         (j) ORDERS, PERMITS, ETC. The Company or any of its Subsidiaries shall
be enjoined, restrained or in any way prevented by the order of any court or any
administrative or regulatory agency from conducting any material part of its
business and such order shall continue in effect for more than thirty (30) days,
or there shall occur the loss, suspension or revocation of, or failure to renew,
any license or permit now held or hereafter acquired by the Company or any of
its Subsidiaries if such loss, suspension, revocation or failure to renew has or
could reasonably be expected to have a Material Adverse Effect;

         (k) CONTROL. Any Change of Control shall occur;

         (l) PARENT INDEBTEDNESS. The certification to be provided by the Parent
in accordance with Section 2.5(m) (whether on the Closing Date or at any time
thereafter with respect to new Indebtedness) shall fail to be correct in all
material respects, or the Parent shall fail to certify to the Agent as required
by Section 2.5(m) at any time after the Closing Date with respect to any new
Indebtedness; or

         (m) MATERIAL ADVERSE CHANGES. The Company shall lose the benefit of any
contract or agreement with any customer, vendor or other Person, including
without limitation, any Facility Lease or Facility Management Agreement, which
shall result in a Material Adverse Effect in the Agent's reasonable discretion,
or there shall be a change in the senior management of the Company which shall
result in a Material Adverse Effect in the Agent's reasonable discretion, or
there shall be any other occurrence or non-occurrence which, in the Agent's
reasonable discretion, shall result in a Material Adverse Effect.

     6.2 REMEDIES.

         (a) Upon the occurrence and during the continuance of any Event of
Default, by notice to the Company (i) the Agent may, and upon being directed to
do so by the Required Revolving Lenders shall, terminate the Revolving
Commitments or (ii) the Agent may, and upon being directed to do so by the
Required Lenders, shall declare the outstanding principal of, and accrued
interest on, the Notes, all unpaid reimbursement obligations in respect of
drawings under

                                     - 77 -


Letters of Credit and all other amounts owing under this Agreement to be
immediately due and payable, or (iii) the Agent may, and upon being directed to
do so by the Required Revolving Lenders, shall demand immediate delivery of cash
collateral, and the Company agrees to deliver such cash collateral upon demand,
in an amount equal to the maximum amount that may be available to be drawn at
any time prior to the stated expiry of all outstanding Letters of Credit, or any
one or more of the foregoing, whereupon the Revolving Commitments shall
terminate forthwith and all such amounts, including all Loans and such cash
collateral, shall become immediately due and payable, as the case may be
(provided that in the case of any event or condition described in Section
6.1(h), the Revolving Commitments shall automatically terminate forthwith and
all such amounts, including such cash collateral, shall automatically become
immediately due and payable without notice), in all cases without demand,
presentment, protest, diligence, notice of dishonor or other formality, all of
which are hereby expressly waived. Such cash collateral delivered in respect of
outstanding Letters of Credit shall be deposited in a special cash collateral
account to be held by the Agent as collateral security for the payment and
performance of the Company's obligations under this Agreement to the Lenders and
the Agent.

         (b) The Agent may and, upon being directed to do so by the Required
Lenders, shall, in addition to the remedies provided in Section 6.2(a), exercise
and enforce any and all other rights and remedies available to it or the
Lenders, whether arising under this Agreement or any Loan Document or under
applicable law, in any manner deemed appropriate by the Agent, including suit in
equity, action at law, or other appropriate proceedings, whether for the
specific performance (to the extent permitted by law) of any covenant or
agreement contained in any other Loan Document or in aid of the exercise of any
power granted in any Loan Document.

         (c) Upon the occurrence and during the continuance of any Event of
Default, the Agent and each Lender may, subject to Section 7.10, at any time and
from time to time, without notice to the Company (any requirement for such
notice being expressly waived by the Company) set off and apply against any and
all of the obligations of the Company now or hereafter existing under this
Agreement, whether owing to such Lender or any other Lender or the Agent, any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by the Agent or such
Lender or any Affiliate of the Agent or such Lender to or for the credit or the
account of the Company and any property of the Company from time to time in
possession of the Agent or such Lender, irrespective of whether or not the Agent
or such Lender shall have made any demand hereunder and although such
obligations may be contingent and unmatured. The Company hereby grants to the
Lenders and the Agent a lien on and security interest in all such deposits,
indebtedness and property as collateral security for the payment and performance
of the obligations of the Company under this Agreement. The rights of each
Lender and the Agent under this Section 6.2(c) are in addition to other rights
and remedies (including, without limitation, other rights of setoff) which the
Agent or each such Lender may have.

     6.3 DISTRIBUTION OF PROCEEDS OF COLLATERAL. All proceeds of any realization
on the collateral pursuant to the Security Documents and any payments received
by the Agent or any

                                     - 78 -


Lender pursuant to the Guaranties after the Loans become due and payable
(whether by acceleration or otherwise), shall be allocated and distributed by
the Agent as follows:

         (a) First, to the payment of all reasonable costs and expenses,
including without limitation all reasonable attorneys' fees, of the Agent in
connection with the enforcement of the Security Documents and otherwise
administering this Agreement;

         (b) Second, to the payment of all fees required to be paid under any
Loan Document including commitment fees, owing to the Agent and the Revolving
Lenders on a pro rata basis in accordance with the Lender Indebtedness
consisting of fees owing to the Agent and the Revolving Lenders, for application
to payment of such liabilities;

         (c) Third, to the payment of Lender Indebtedness consisting of interest
owing to the Revolving Lenders, and obligations and liabilities relating to
Swaps owing to the Revolving Lenders for application to payment of such
liabilities;

         (d) Fourth, to the Revolving Lenders and the Agent on a pro rata basis
in accordance with the Lender Indebtedness consisting of principal of Revolving
Credit Advances (including without limitation any cash collateral for any
outstanding letters of credit), for application to payment of such liabilities;

         (e) Fifth, to the payment of any and all other amounts owing to the
Revolving Lenders and the Agent on a pro rata basis in accordance with the total
amount of such Indebtedness owing to each of the Revolving Lenders and the
Agent, for application to payment of such liabilities; and

         (f) Sixth, to the payment of all fees required to be paid under any
Loan Document, owing to the Lenders holding a portion of the Term Loan on a pro
rata basis in accordance with the Lender Indebtedness consisting of fees owing
to the Lenders holding a portion of the Term Loan, for application to payment of
such liabilities;

         (g) Seventh, to the Agent for the benefit of the Lenders holding a
portion of the Term Loan on a pro rata basis in accordance with the Lender
Indebtedness consisting of interest owing to each of such Lenders holding a
portion of the Term Loan, and obligations and liabilities relating to Swaps
owing to the Lenders holding a portion of the Term Loan for application to
payment of such liabilities;

         (h) Eighth, to the Lenders holding a portion of the Term Loan on a pro
rata basis in accordance with the Lender Indebtedness consisting of principal
(including without limitation, any cash collateral for any outstanding Existing
Letters of Credit) of the Term Loan, for application to payment of such
liabilities;

         (i) Ninth, to the payment of any and all other amounts owing to the
Lenders holding a portion of the Term Loan on a pro rata basis in accordance
with the total amount of such Indebtedness owing to each of such Lenders, for
application to payment of such liabilities; and

                                     - 79 -


         (j) Tenth, to the Company, its Subsidiaries or such other Person as may
be legally entitled thereto.

Notwithstanding the foregoing, no payments of principal, interest or fees
delivered to the Agent for the account of any Defaulting Lender shall be
delivered by the Agent to such Defaulting Lender. Instead, such payments shall,
for so long as such Defaulting Lender shall be a Defaulting Lender, be held by
the Agent, and the Agent is hereby authorized and directed by all parties hereto
to hold such funds in escrow and apply such funds as follows:

     (i)  First, if applicable to any payments due from such Defaulting Lender
          to the Agent, and

     (ii) Second, to purchase participations in Loans required to be made by
          such Defaulting Lender to the extent such Defaulting Lender failed to
          make such Loans.

Notwithstanding the foregoing, upon the termination of all Commitments and the
payment and performance of all the Loans and other obligations owing to the
Agent and the Lenders hereunder (other than those owing to a Defaulting Lender),
any funds then held in escrow by the Agent pursuant to the preceding paragraph
shall be distributed to each Defaulting Lender, pro rata in proportion to
amounts that would be due to each Defaulting Lender but for the fact that it is
a Defaulting Lender.

     6.4 LETTER OF CREDIT LIABILITIES. For the purposes of payments and
distributions under Section 6.3, the full amount of Lender Indebtedness on
account of any Letter of Credit or Existing Letter of Credit then outstanding
but not drawn upon shall be deemed to be then due and owing. Amounts
distributable to the Lenders, Agent or Bank One on account of such Lender
Indebtedness under such Letters of Credit or Existing Letters of Credit shall be
deposited in a separate collateral account in the name of and under the control
of the Agent and held by the Agent first as security for such Letter of Credit
Lender Indebtedness and then as security for all other Lender Indebtedness and
the amount so deposited shall be applied to the Letter of Credit Lender
Indebtedness at such times and to the extent that such Letter of Credit Lender
Indebtedness become absolute liabilities and if and to the extent that the
Letter of Credit Lender Indebtedness fails to become absolute Lender
Indebtedness because of the expiration or termination of the underlying Letters
of Credit or Existing Letters of Credit without being drawn upon then such
amounts shall be applied to the remaining Lender Indebtedness in the order
provided in Section 6.3. The Company hereby grants to the Agent, for the benefit
of the Lenders, Bank One and Agent, a lien and security interest in all such
funds, as security for all the Lender Indebtedness as set forth above.

                                   ARTICLE VII

THE AGENT AND THE LENDERS

     7.1 APPOINTMENT: NATURE OF RELATIONSHIP. Effective upon the Effective Date,
LaSalle is appointed by the Lenders as the Agent hereunder and under each other
Loan Document, and

                                     - 80 -


Bank One shall cease to be the Agent, and each of the Lenders irrevocably
authorizes LaSalle as the Agent to act as the contractual representative of each
such Lender thereafter with the rights and duties expressly set forth herein and
in the other Loan Documents. As of the Effective Date, Bank One shall be
discharged from its duties and obligations as Agent under the Existing Credit
Agreement, the Security Documents and any other Loan Documents, but shall retain
all rights under Article VII of the Existing Credit Agreement with respect to
all events prior to the Effective Date. LaSalle, as the Agent, agrees to act as
such contractual representative upon the express conditions contained in this
Article VII. Notwithstanding the use of the defined term "Agent," it is
expressly understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the representative of the
Lenders with only those duties as are expressly set forth in this Agreement and
the other Loan Documents. In its capacity as the Lenders' contractual
representative, the Agent (i) does not hereby assume any fiduciary duties to any
of the Lenders, (ii) is a "representative" of the Lenders within the meaning of
Section 9-102 of the Uniform Commercial Code and (iii) is acting as an
independent contractor, the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Loan Documents. Each of the
Lenders hereby agrees to assert no claim against the Agent on any agency theory
or any other theory of liability for breach of fiduciary duty, all of which
claims each Lender hereby waives.

     7.2 POWERS. The Agent shall have and may exercise such powers under the
Loan Documents as are specifically delegated to the Agent by the terms of each
thereof, together with such powers as are reasonably incidental thereto. The
Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

     7.3 GENERAL IMMUNITY. Neither the Agent nor any of its directors, officers,
agents or employees shall be liable to the Company or any of its Subsidiaries,
the Lenders or any Lender for any action taken or omitted to be taken by it or
them hereunder or under any other Loan Document or in connection herewith or
therewith except for its or their own gross negligence or willful misconduct.

     7.4 NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. Neither the Agent nor any
of its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain, inquire into, or verify (i) any statement, warranty or
representation made in connection with any Loan Document or any Borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (iii) the satisfaction of any condition specified in Article II, except
receipt of items required to be delivered to the Agent; (iv) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; or (v) the
value, sufficiency, creation, perfection or priority of any interest in any
collateral security. The Agent shall have no duty to disclose to the Lenders
information that is not required to be furnished by the Company or any
Subsidiary to the Agent at such time, but is voluntarily furnished by the

                                     - 81 -


Company or any Subsidiary to the Agent (either in its capacity as Agent or in
its individual capacity).

     7.5 ACTION ON INSTRUCTIONS OF LENDERS. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan Document in accordance with written instructions signed by the
Lenders, the Required Lenders or the Required Revolving Lenders, as the case may
be, and such instructions and any action taken or failure to act pursuant
thereto shall be binding on all of the Lenders and on all holders of Notes. The
Lenders hereby acknowledge that the Agent shall be under no duty to take any
discretionary action permitted to be taken by it pursuant to the provisions of
this Agreement or any other Loan Document unless it shall be requested in
writing to do so by the Lenders, the Required Lenders, or the Required Revolving
Lenders as the case may be.

     7.6 EMPLOYMENT OF AGENTS AND COUNSEL. The Agent may execute any of its
duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to rely on
advice of counsel concerning all matters pertaining to the agency hereby created
and its duties hereunder and under any other Loan Document.

     7.7 RELIANCE ON DOCUMENTS; COUNSEL. The Agent shall be entitled to rely
upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

     7.8 AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by the Company for which the Agent is entitled to reimbursement by
the Company under the Loan Documents, (ii) for any other expenses incurred by
the Agent on behalf of the Lenders, in connection with the preparation,
execution, delivery, administration and enforcement of the Loan Documents and
(iii) for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the Agent in
any way relating to or arising out of the Loan Documents or any other document
delivered in connection therewith or the transactions contemplated thereby, or
the enforcement of any of the terms thereof or of any such other documents,
provided that no Lender shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct of the Agent. The
obligations of the Lenders under this Section 7.8 shall survive payment of the
Lender Indebtedness and termination of this Agreement.

     7.9 NOTICE OF DEFAULT. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Unmatured Event or Event of Default hereunder
unless the Agent has

                                     - 82 -


received written notice from a Lender or the Company referring to this Agreement
describing such Event of Default or Unmatured Event and stating that such notice
is a "notice of default". In the event that the Agent receives such a notice,
the Agent shall give prompt notice thereof to the Lenders.

     7.10 RIGHTS AS A LENDER. In the event the Agent is a Lender, the Agent
shall have the same rights and powers hereunder and under any other Loan
Document as any Lender and may exercise the same as though it were not the
Agent, and the term "Lender" or "Lenders" shall, at any time when the Agent is a
Lender, unless the context otherwise indicates, include the Agent in its
individual capacity. The Agent may accept deposits from, lend money to, and
generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Company or any of its Subsidiaries in which the Company or such
Subsidiary is not restricted hereby from engaging with any other Person. The
Agent, in its individual capacity, is not, subject to Section 8.6, obligated to
remain a Lender.

     7.11 LENDER CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon the Agent or any other Lender and based
on the financial statements prepared by the Company and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Loan Documents. Each Lender
also acknowledges that it will, independently and without reliance upon the
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the other Loan Documents.

     7.12 SUCCESSOR AGENT. The Agent may resign at any time by giving written
notice thereof to the Lenders and the Company, such resignation to be effective
upon the appointment of a successor Agent or, if no successor Agent has been
appointed, forty-five (45) days after the retiring Agent gives notice of its
intention to resign. Upon any such resignation, the Required Lenders shall have
the right to appoint, on behalf of the Company and the Lenders, a successor
Agent. If no successor Agent shall have been so appointed by the Required
Lenders within thirty (30) days after the resigning Agent's giving notice of its
intention to resign, then the resigning Agent may appoint, on behalf of the
Company and the Lenders, a successor Agent. If the Agent has resigned and no
successor Agent has been appointed, the Lenders may perform all the duties of
the Agent hereunder and the Company shall make all payments in respect of the
Lender Indebtedness to the applicable Lender and for all other purposes shall
deal directly with the Lenders. No successor Agent shall be deemed to be
appointed hereunder until such successor Agent has accepted the appointment. Any
such successor Agent shall be a commercial bank having capital and retained
earnings of at least $500,000,000. Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the resigning Agent. Upon the effectiveness of the resignation of the Agent,
the resigning Agent shall be discharged from its duties and obligations
hereunder and under the Loan Documents. After the effectiveness of the
resignation of an Agent, the provisions of this Article VII shall continue in

                                     - 83 -


effect for the benefit of such Agent in respect of any actions taken or omitted
to be taken by it while it was acting as the Agent hereunder and under the other
Loan Documents.

     7.13 COLLATERAL MANAGEMENT. The Agent is hereby authorized on behalf of all
of the Lenders, without the necessity of any further consent from any Lender,
from time to time prior to an Event of Default, to take any action with respect
to the collateral or the Security Documents which may be necessary (i) to
perfect and maintain perfected the security interest in and liens upon the
collateral granted pursuant to the Security Documents, and (ii) to release
portions of the collateral from the security interests and liens imposed by the
Security Documents in connection with any dispositions of such portions of the
collateral permitted hereby. In the event that the Company or the Guarantors
desire to sell or otherwise dispose of any assets and such sale or disposition
is permitted hereby, the Agent shall, upon timely notice from the Company,
release such portions of the collateral from the security interests and liens
imposed by the Security Documents as may be specified by the Company or the
Guarantors in order for the Borrower or the Guarantors to consummate such
proposed sale or disposition, provided that at or prior to the time of such
proposed sale or disposition no Unmatured Event or Event of Default shall have
occurred and be continuing, including, without limitation, any Unmatured Event
or Event of Default that would arise upon consummation of such sale or
disposition. For purposes of the preceding sentence, the Company shall give
timely notice if, not less than five (5) Business Days prior to the date of such
proposed sale or disposition, it shall furnish to the Agent an officers'
certificate setting forth in reasonable detail the circumstances of such
proposed sale or disposition.

     7.14 RIGHT TO INDEMNITY. The Agent shall be fully justified in failing or
refusing to take any action hereunder unless it shall first be indemnified to
its satisfaction by the Lenders pro rata against any and all liability, cost and
expense which may be incurred by it by reason of taking or continuing to take
any such action.

     7.15 SHARING OF PAYMENTS. The Lenders agree among themselves that, in the
event that any Lender shall obtain payment in respect of any Revolving Credit
Advance, the Term Loan or any other obligation owing to any of the Lenders under
this Agreement through the exercise of a right of set-off, banker's lien,
counterclaim or otherwise in excess of its ratable share of payments received by
all of the Lenders on account of the Revolving Credit Advances, the Term Loan
and other obligations, such Lender shall promptly purchase from the other
Lenders participations in such Revolving Credit Advances, the Term Loan and
other obligations in such amounts, and make such other adjustments from time to
time, as shall be equitable to the end that all of the Lenders share such
payment in accordance with such ratable shares, except as otherwise required by
Section 6.3. The Lenders further agree among themselves that if payment to a
Lender obtained by such Lender through the exercise of a right of set-off,
banker's lien, counterclaim or otherwise as aforesaid shall be rescinded or must
otherwise be restored, each Lender, which shall have shared the benefit of such
payment shall, by repurchase of participations theretofore sold, return its
share of that benefit to each Lender whose payment shall have been rescinded or
otherwise restored. The Company agrees that any Lender so purchasing such a
participation may, to the fullest extent permitted by law, exercise all rights
of payment, including set-off, banker's lien or counterclaim, with respect to
such participation as

                                     - 84 -


fully as if such Lender were a holder of such Revolving Credit Advance, the Term
Loan or other obligation in the amount of such participation. The Lenders
further agree among themselves that, in the event that amounts received by the
Lenders and the Agent hereunder are insufficient to pay all such obligations or
insufficient to pay all such obligations when due, the fees and other amounts
owing to the Agent in such capacity shall be paid therefrom before payment of
obligations owing to the Lenders under this Agreement, except as otherwise
expressly provided in this Agreement, if any Lender or Agent shall fail to remit
to the Agent or any other Lender an amount payable by such Lender or Agent to
the Agent or such other Lender pursuant to this Agreement on the date when such
amount is due, such payments shall be made together with interest thereon for
each date from the date such amount is due until the date such amount is paid to
the Agent or such other Lender at a rate per annum equal to the rate at which
borrowings are available to the payee in its overnight federal funds market. It
is further understood and agreed among the Lenders and the Agent that if the
Agent shall engage in any other transactions with the Company and shall have the
benefit of any collateral or security therefor which does not expressly secure
the obligations arising under this Agreement except by virtue of a so-called
dragnet clause or comparable provision, the Agent shall be entitled to apply any
proceeds of such collateral or security first in respect of the obligations
arising in connection with such other transaction before application to the
obligations arising under this Agreement.

     7.16 WITHHOLDING TAX EXEMPTION. Each Lender that is not organized and
incorporated under the laws of the United States or any State thereof agrees to
file with the Agent and the Company, in duplicate, (a) on or before the later of
(i) the Effective Date and (ii) the date such Lender becomes a Lender under this
Agreement and (b) thereafter, for each taxable year of such Lender (in the case
of a Form W-8ECI) or for each third taxable year of such Lender (in the case of
any other form) during which interest or fees arising under this Agreement and
the Notes are received, unless not legally able to do so as a result of a change
in United States income tax enacted, or treaty promulgated, after the date
specified in the preceding clause (a), on or prior to the immediately following
due date of any payment by the Company hereunder, a properly completed and
executed copy of either Internal Revenue Service Form W-8ECI or Internal Revenue
Service Form W-8BEN and Internal Revenue Service Form W-8 or Internal Revenue
Service Form W-9 and any additional form necessary for claiming complete
exemption from United States withholding taxes (or such other form as is
required to claim complete exemption from United States withholding taxes), if
and as provided by the Code or other pronouncements of the United States
Internal Revenue Service, and such Lender warrants to the Company that the form
so filed will be true and complete; provided that such Lender's failure to
complete and execute such Form W-8ECI or Form W-8BEN, or Form W-8 or Form W-9,
as the case may be, and any such additional form (or any successor form or
forms) shall not relieve the Company of any of its obligations under this
Agreement, except as otherwise provided in this Section 7.16.

                                  ARTICLE VIII

MISCELLANEOUS

     8.1 AMENDMENTS, ETC.

                                     - 85 -


         (a) No amendment, modification, termination or waiver of any provision
of this Agreement nor any consent to any departure therefrom shall be effective
unless the same shall be in writing and signed by the Required Lenders or the
Required Revolving Lenders, as applicable, to the extent any rights, obligations
or duties of the Agent may be affected thereby, the Agent, and, to the extent
any rights, obligations, or duties of Bank One in its capacity as the issuing
bank of any Existing Letters of Credit, may be affected thereby, Bank One,
provided, however, that no such amendment, modification, termination, waiver or
consent shall, without the consent of the Agent and all of the Lenders, (i)
authorize or permit the extension of time for, or any reduction of the amount
of, any payment of the principal of, or interest on, the Notes, the Loans, any
Letter of Credit or Existing Letter of Credit reimbursement obligation, or any
fees or other amount payable hereunder, (ii) amend or terminate the respective
Commitments of any Lender set forth on the signature pages hereof or modify the
provisions of this Section regarding the taking of any action under this Section
or the provisions of Sections 6.3 or 7.10 or the definitions of Required Lenders
and Required Revolving Lenders, (iii) amend or otherwise consent to changes to
Sections 5.2(g), (j), (k), (l), (p), (q) or (s), or (iv) release all or
substantially all of the collateral or release any material Guarantor (except as
permitted as a result of an asset disposition pursuant to Section 5.2(g), (h),
(l) or (s)).

         (b) Any such amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

         (c) Notwithstanding anything herein to the contrary, no Defaulting
Lender shall be entitled to vote (whether to consent or to withhold its consent)
with respect to any amendment, modification, termination or waiver of any
provision of this Agreement or any departure therefrom or any direction from the
Lenders to the Agent, and, for purposes of determining the Required Lenders or
Required Revolving Lenders at any time, the pro rata portion of the Term Loan,
the Revolving Commitments and the Revolving Credit Advances (as applicable) of
each Defaulting Lender shall be disregarded.

     8.2 NOTICES.

         (a) Except as otherwise provided in Section 8.2(c) hereof, all notices
and other communications hereunder shall be in writing and shall be delivered or
sent to the Company, the Agent and the Lenders at the respective addresses and
numbers for notices set forth on the signature pages hereof, or to such other
address as may be designated by the Company, the Agent or any Lender by notice
to the other parties hereto. All notices and other communications shall be
deemed to have been given at the time of actual delivery thereof to such
address, or if sent by certified or registered mail, postage prepaid, to such
address, on the third day after the date of mailing, or in the case of telex
notice, upon receipt of the appropriate answerback, or, in the case of facsimile
notice, upon receipt of a confirmation mechanically produced by the facsimile
machine, provided, however, that notices to the Agent shall not be effective
until received.

         (b) Notices by the Company to the Agent with respect to terminations or
reductions of the Commitments pursuant to Section 2.2, requests for Revolving
Credit Advances

                                     - 86 -


pursuant to Section 2.4, requests for continuations or conversions of Revolving
Credit Loans pursuant to Section 2.7 and notices of prepayment pursuant to
Section 3.1 shall be irrevocable and binding on the Company.

         (c) Any notice to be given by the Company to the Agent pursuant to
Sections 2.4, 2.7 or 3.1 if consented to by the Agent, and any notice to be
given by the Agent or any Lender hereunder, may be given by telephone, and all
such notices given by the Company must be immediately confirmed in writing in
the manner provided in Section 8.2(a). Any such notice given by telephone shall
be deemed effective upon receipt thereof by the party to whom such telephonic
notice is to be given.

     8.3 NO WAIVER BY CONDUCT; REMEDIES CUMULATIVE. No course of dealing on the
part of the Agent or any Lender, nor any delay or failure on the part of the
Agent or any Lender in exercising any right, power or privilege hereunder, shall
operate as a waiver of such right, power or privilege or otherwise prejudice the
Agent's or such Lender's rights and remedies hereunder; nor shall any single or
partial exercise thereof preclude any further exercise thereof or the exercise
of any other right, power or privilege. No right or remedy conferred upon or
reserved to the Agent or any Lender under any Loan Document is intended to be
exclusive of any other right or remedy, and every right and remedy shall be
cumulative and in addition to every other right or remedy granted thereunder or
now or hereafter existing under any applicable law. Every right and remedy
granted by any Loan Document or by applicable law to the Agent or any Lender may
be exercised from time to time and as often as may be deemed expedient by the
Agent or any Lender.

     8.4 RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS. All terms, covenants,
agreements, representations and warranties of the Company and any Guarantor made
herein or in any other Loan Document or in any certificate, report, financial
statement or other document furnished by or on behalf of the Company and any
Guarantor in connection with the negotiation and modification of this Agreement
shall be deemed to have been relied upon by the Lenders, notwithstanding any
investigation heretofore or hereafter made by any Lender or on such Lender's
behalf and those covenants and agreements of the Company set forth in Section
3.7, 3.9 and 8.5 hereof shall survive the repayment in full of the Revolving
Credit Advances and the Term Loan and the termination of the Commitments.

     8.5 Expenses; Indemnification.

         (a) The Company agrees to pay, or reimburse the Agent for the payment
of, on demand, (i) the reasonable fees and expenses of counsel to the Agent in
connection with the preparation, execution, delivery and administration of the
Loan Documents, the review of the Subordinated Debt Documents and the Preferred
Stock Documents and the consummation of the transactions contemplated hereby and
thereby, and in connection with advising the Agent as to its rights and
responsibilities with respect thereto, and in connection with any amendments,
waivers or consents in connection therewith, and (ii) all stamp and other taxes
and fees payable or determined to be payable in connection with the execution,
delivery, filing or recording of the Loan Documents and the consummation of the
transactions contemplated hereby, and any and all

                                     - 87 -


liabilities with respect to or resulting from any delay in paying or omitting to
pay such taxes or fees, and (iii) all costs and expenses of the Agent (including
reasonable fees and expenses of counsel and whether incurred through
negotiations, legal proceedings or otherwise) in connection with any Unmatured
Event or Event of Default or the enforcement or collection, or the exercise or
preservation, of any rights under any Loan Document or in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement (which costs and expenses shall be deemed to include, without
limitation, those incurred by any auditor or consultant engaged by counsel for
the Agent pursuant to Section 5.1(e) hereof), and (iv) all costs and expenses of
the Agent (including reasonable fees and expenses of counsel) in connection with
any action or proceeding relating to a court order, injunction or other process
or decree restraining or seeking to restrain the Agent from paying any amount
under, or otherwise relating in any way to, any Letter of Credit or Existing
Letter of Credit and any and all costs and expenses which any of them may incur
relative to any payment under any Letter of Credit or Existing Letter of Credit.
Without in any way limiting the foregoing, each reference to the Agent and its
counsel in this Section 8.5(a) shall apply equally to Bank One, in its capacity
as a Lender of all or any portion of the Term Loan hereunder, or in its capacity
as the issuer of any Existing Letter of Credit, and its counsel.

         (b) The Company agrees to indemnify each Lender, the Agent, Bank One
(in its capacity as the issuer of any Existing Letter of Credit) and each of
their respective officers, directors, employees and agents (collectively, the
"Indemnified Parties") and hold each Indemnified Party harmless from and against
any and all liabilities, losses, damages, costs and expenses of any kind,
including, without limitation, the reasonable fees and disbursements of counsel,
which may be incurred by any Indemnified Party in connection with any
investigative, administrative or judicial proceeding (whether or not such
Indemnified Party shall be designated a party thereto) (collectively, the
"Indemnified Liabilities") at any time relating to (whether before or after the
execution of this Agreement) any of the following:

             (i) any actual or proposed use of any Loan, Letter of Credit or
Existing Letter of Credit hereunder by the Company or any of its Subsidiaries or
any transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of any Loan;

             (ii) the entering into and performance of this Agreement and any
other Loan Document by any of the Indemnified Parties (including any action
brought by or on behalf of the Company as the result of any determination by any
Lender not to make any Loan);

             (iii) any investigation, litigation or proceeding related to any
Permitted Acquisition or proposed Permitted Acquisition by the Company or any of
its Subsidiaries of all or any portion of the stock or assets of any Person or
to the issuance of, or any other matter relating to, any Subordinated Debt or
Preferred Stock, whether or not any Indemnified Party is a party thereto;

                                     - 88 -


             (iv) any investigation, litigation or proceeding related to any
environmental cleanup, audit, compliance or other matter relating to any release
by the Company or any of its Subsidiaries of any Hazardous Material or any
violations of Environmental Laws; or

             (v) the presence on or under, or the escape, seepage, leakage,
spillage, discharge, emission, or release from, any real property owned or
operated by the Company or any Subsidiary thereof of any Hazardous Material
(including any losses, liabilities, damages, injuries, costs, expenses or claims
asserted or arising under any Environmental Law), regardless of whether caused
by, or within the control of, the Company or such Subsidiary, except for any
such Indemnified Liabilities arising for the account of a particular Indemnified
Party by reason of the activities of the Indemnified Party on the property of
the Company or any Subsidiary conducted subsequent to a foreclosure on such
property by any Indemnified Party or by reason of the relevant Indemnified
Party's gross negligence or wilful misconduct or breach of this Agreement,

             (vi) and if and to the extent that the foregoing undertaking may be
unenforceable for any reason, the Company hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

The Company shall be obligated to indemnify the Indemnified Parties for all
Indemnified Liabilities subject to and pursuant to the foregoing provisions,
regardless of whether the Company or any of its Subsidiaries had knowledge of
the facts and circumstances giving rise to such Indemnified Liability; provided,
however, that no Indemnified Party shall have the right to be indemnified
hereunder for its own gross negligence or willful misconduct as determined by a
court of competent jurisdiction.

     8.6 Successors and Assigns.

         (a) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, provided that
the Company may not, without the prior consent of all the Lenders, assign its
rights or obligations under any Loan Document and the Lenders shall not be
obligated to make any Loan hereunder to any entity other than the Company.

         (b) Any Lender may sell a participation interest to any financial
institution or institutions, and such financial institution or institutions may
further sell a participation interest (undivided or divided) in, the Loans and
such Lender's rights and benefits under the Loan Documents, and to the extent of
that participation, such participant or participants shall have the same rights
and benefits against the Company under Section 6.2(c) as it or they would have
had if participation of such participant or participants were the Lender making
the Loans to the Company hereunder, provided, however, that (i) such Lender's
obligations under this Agreement shall remain unmodified and fully effective and
enforceable against such Lender, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender shall remain the holder of its Notes for all purposes of this

                                     - 89 -


Agreement, (iv) the Company, the Agent and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement, (v) such Lender shall not grant to
its participant any rights to consent or withhold consent to any action taken by
such Lender or the Agent under this Agreement other than action requiring the
consent of all of the Lenders hereunder (or in the case of a participation in
the Revolving Credit Loans and Revolving Commitments, the consent of all
Revolving Lenders hereunder), and (iv) such participation shall in no event be
less than $5,000,000. The Agent from time to time in its sole discretion may
appoint agents for the purpose of servicing and administering this Agreement and
the transactions contemplated hereby and enforcing or exercising any rights or
remedies of the Agent provided under the Loan Documents or otherwise. In
furtherance of such agency, the Agent may from time to time direct that the
Company provide notices, reports and other documents contemplated by this
Agreement (or duplicates thereof) to such agent. The Company hereby consents to
the appointment of such agent and agrees to provide all such notices, reports
and other documents and to otherwise deal with such agent acting on behalf of
the Agent in the same manner as would be required if dealing with the Agent
itself.

         (c) Each Lender may, with the prior written consent of the Company
solely as to the Revolving Credit Advances and Revolving Commitments, which
consent from the Company shall not be unreasonably withheld and may not be
withheld if any Event of Default has occurred and is continuing or if such
assignment is to an Affiliate of a Lender or to another Lender, and the prior
written consent of the Agent (not to be unreasonably withheld or delayed),
assign to one or more banks or other entities all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment, the Revolving Credit Advances and pro rata portion of
the Term Loan owing to it and the Note or Notes held by it); provided, however,
that (i) each such assignment shall be of a uniform, and not a varying,
percentage of all rights and obligations, (ii) except in the case of an
assignment of all of a Lender's rights and obligations under this Agreement,
unless such assignment is to another Lender, the amount of the Commitment of the
assigning Lender being assigned pursuant to each such assignment (determined as
of the date of the Assignment and Acceptance with respect to such assignment)
shall in no event be less than $5,000,000, and in integral multiples of
$1,000,000 thereafter, or such lesser amount as the Company and the Agent may
consent to, and (iii) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance in the form of Exhibit J hereto (an "Assignment and
Acceptance"), together with any Note or Notes subject to such assignment and a
processing and recordation fee of $3,500, payable to the Agent for its sole
benefit. Upon such execution, delivery, acceptance and recording, from and after
the effective date specified in such Assignment and Acceptance, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance the rights and obligations of a Lender hereunder and (y) the Lender
assignor thereunder shall to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all of the remaining portion
of an assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto).

                                     - 90 -


         (d) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Company
or the performance or observance by the Company of any of its obligations under
this Agreement or any other instrument or document famished pursuant hereto;
(iii) such assignee confirms that it has received a copy of this Agreement,
together with copies of the financial statements referred to in Section 4.6 and
5.1(d) for periods prior to the date of such assignment, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (iv) such
assignee will, independently and without reliance upon the Agent, such assigning
Lender or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the Agent by
the terms hereof together with such powers and discretion as are reasonably
incidental thereto; and (vi) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement and such Assignment and Acceptance are required to be performed by it
as a Lender.

         (e) The Agent shall maintain at its address designated on the signature
pages hereof a copy of each Assignment and Acceptance delivered to and accepted
by it and a register for the recordation of the names and addresses of the
Lenders and the Commitment of, and principal amount of the Revolving Credit
Advances and/or Term Loan owing to, each Lender from time to time (the
"Register"). The entries in the Register shall be conclusive and binding, for
all purposes, absent manifest error, and the Company, the Agent and the Lenders
may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Company or any Lender at any reasonable time and from time
to time upon reasonable prior notice.

         (f) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee, together with any Note or Notes subject to
such assignment, the Agent shall, if such Assignment and Acceptance has been
completed, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to the Company. Within five (5) Business Days after its receipt of such
notice, the Company, at its own expense, shall execute and deliver to the Agent
in exchange for the surrendered Note or Notes a new Note or Notes to the order
of such assignee in an amount equal to, and for the same type(s) of, the
Commitment or Loan assumed by it pursuant to such Assignment and Acceptance and,
if the assigning Lender has retained a Commitment or Loan hereunder, a new Note
to the order of the assigning Lender in an amount equal to, and for the same
type(s) of, the Commitment or Loan retained by it hereunder. Such new Note or
Notes

                                     - 91 -


shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Note or Notes, shall be dated the effective date of
such Assignment and Acceptance and shall otherwise be in substantially the form
of the applicable exhibit(s) hereto.

         (g) The Lenders may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 8.6, disclose
to the assignee or participant or proposed assignee or participant, any
information relating to the Company, provided that assignee or participant
agrees to keep all non-public information confidential to the same extent
required by this Agreement.

         (h) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time create a security interest in, or assign, all or any
portion of its rights under this Agreement (including, without limitation, the
Loans owing to it and the Note or Notes held by it) in favor of any Federal
Reserve Lender in accordance with Regulation A of the Board of Governors of the
Federal Reserve System; provided that such creation of a security interest or
assignment shall not release such Lender from its obligations under this
Agreement.

     8.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

     8.8 GOVERNING LAW. This Agreement is a contract made under, and shall be
governed by and construed in accordance with, the law of the State of Illinois
in the same manner applicable to contracts made and to be performed entirely
within such State and without giving effect to choice of law principles of such
State.

     8.9 TABLE OF CONTENTS AND HEADINGS. The table of contents and the headings
of the various subdivisions hereof are for the convenience of reference only and
shall in no way modify any of the terms or provisions hereof.

     8.10 CONSTRUCTION OF CERTAIN PROVISIONS. If any provision of this Agreement
refers to any action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person, whether or not expressly
specified in such provision.

     8.11 INTEGRATION AND SEVERABILITY. This Agreement amends and restates the
Existing Credit Agreement and embodies the entire agreement and understanding
between the Company and the Agent and the Lenders, and supersedes all prior
agreements and understandings, relating to the subject matter hereof. In case
any one or more of the obligations of the Company under any Loan Document shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining obligations of the Company shall not in any
way be affected or impaired thereby, and such invalidity, illegality or
unenforceability in one jurisdiction shall not affect the validity, legality or
enforceability of the obligations of the Company under any Loan Document in any
other jurisdiction.

                                     - 92 -


     8.12 INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any such covenant, the fact that it would be permitted by an exception to, or
would be otherwise within the limitations of another covenant shall not avoid
the occurrence of an Unmatured Event or an Event of Default or any event or
condition which with notice or lapse of time, or both, could become such an
Unmatured Event or an Event of Default if such action is taken or such condition
exists.

     8.13 INTEREST RATE LIMITATION. Notwithstanding any provision of any Loan
Document, in no event shall the amount of interest paid or agreed to be paid by
the Company exceed an amount computed at the highest rate of interest
permissible under applicable law. If, from any circumstances whatsoever,
fulfillment of any provision of any Loan Document at the time performance of
such provision shall be due, shall involve exceeding the interest rate
limitation validly prescribed by law which a court of competent jurisdiction may
deem applicable hereto, then, ipso facto, the obligations to be fulfilled shall
be reduced to an amount computed at the highest rate of interest permissible
under applicable law, and if for any reason whatsoever the Lender shall ever
receive as interest an amount which would be deemed unlawful under such
applicable law such interest shall be automatically applied to the payment of
principal of the Loans outstanding hereunder to such Lender (whether or not then
due and payable) and not to the payment of interest, or shall be refunded to the
Company if such principal and all other obligations of the Company to the
Lenders have been paid in full.

     8.14 Judgment and Payment.

         (a) If, for the purpose of obtaining judgment in any court, it is
necessary to convert a sum owing hereunder by the Company in one currency into
another currency, the Company agrees, to the fullest extent that it may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures in the relevant jurisdiction the
relevant Lender could purchase the first currency with such other currency on
the Business Day immediately preceding the day on which the final judgment is
given.

         (b) The obligations of the Company in respect of any sum due in Dollars
to any party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any payment obligation or judgment
in a currency (the "Payment Currency") other than Dollars, be discharged only to
the extent that, on the Business Day following receipt by the Applicable
Creditor of any sum adjudged to be so due in the Payment Currency, the
Applicable Creditor may in accordance with normal banking procedures in the
relevant jurisdiction purchase Dollars with the Payment Currency; if the amount
of Dollars so purchased is less than the sum originally due to the Applicable
Creditor in Dollars, the Company agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Applicable Creditor against
such loss. The obligations of the Company contained in this Section 8.14 shall
survive the termination of this Agreement and the payment of all other amounts
owing hereunder.

     8.15 SUBMISSION TO JURISDICTION; WAIVERS. The Company hereby irrevocably
and unconditionally:

                                     - 93 -


         (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of any United States federal
or Illinois state court sitting in Chicago, Illinois and appellate courts from
any thereof;

         (b) consents that any such action or proceeding may be brought in such
courts and waives an objection that it may now or hereafter have to the venue of
any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

         (c) agrees that service of process in any such action or proceeding may
be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to the Company at the
address specified pursuant to Section 8.2, or at such other address of which the
Agent shall have been notified pursuant thereto;

         (d) agrees that nothing herein shall affect the right to effect service
of process in any other manner permitted by law or shall limit the right to sue
in any other jurisdiction; and

         (e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this subsection any special, exemplary, punitive or consequential damages.

     8.16 ACKNOWLEDGMENTS. The Company hereby acknowledges that:

         (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;

         (b) none of the Agent or any Lender has any fiduciary relationship with
or duty to the Company arising out of or in connection with this Agreement or
any of the other Loan Documents, and the relationship between the Agent and the
Lenders, on the one hand, and the Company, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and

         (c) no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Company and the Lenders.

     8.17 CONFIDENTIALITY. Each Lender agrees to hold any non-public
confidential information which it may receive from the Company pursuant to this
Agreement in confidence except for disclosure: (i) to its Affiliates and to
other Lenders and their respective Affiliates, (ii) to legal counsel,
accountants, and other professional advisors to that Lender or to a potential
participant or assignee, (iii) to regulatory officials, (iv) to any Person as
requested pursuant to or as required by law, regulation, or legal process, (v)
to any Person in connection with any legal proceeding to which that Lender is a
party, and (vi) otherwise permitted by this Agreement.

                                     - 94 -


     8.18 WAIVER OF JURY TRIAL. THE LENDERS AND THE AGENT AND THE COMPANY, AFTER
CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY
JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF ANY LOAN DOCUMENT OR ANY
RELATED INSTRUMENT OR AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTIONS OF ANY OF THEM. NEITHER ANY LENDER, THE AGENT NOR THE
COMPANY SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY
TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO
HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY ANY PARTY HERETO EXCEPT BY
A WRITTEN INSTRUMENT EXECUTED BY SUCH PARTY.

     8.19 Upon the satisfaction or waiver (in the discretion of the Agent and
the Lenders) of all the conditions set forth in Section 2.5, the Existing Credit
Agreement automatically shall be deemed amended and restated in its entirety by
this Credit Agreement (it being understood that until such satisfaction or
waiver, the terms of the Existing Credit Agreement shall continue in full force
and effect). It is the intent of the parties hereto that this Agreement shall
re-evidence, in part, the Lender Indebtedness under the Existing Credit
Agreement and is in no way intended to constitute a novation of any of the
Lender Indebtedness which was evidenced by the Existing Credit Agreement or any
of the other Loan Documents executed in connection therewith. Without limiting
the foregoing, all Existing Letters of Credit shall continue hereunder (and
shall be governed by the terms of) this Agreement in accordance with the terms
hereof.

       [Balance of page intentionally left blank; signature page follows.]

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above-written.

 Address for Notices:                         APCOA/STANDARD PARKING, INC.

                                              By:
                                                 -------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------

 Address for Notices:                         LASALLE BANK NATIONAL ASSOCIATION,
                                              as Agent and a Lender
 135 South LaSalle Street

                                     - 95 -


 Chicago, Illinois 60603
 Attn: Ms. Mary Lou Bartlett                  By:
 Telephone: (312)904-0433                        -------------------------------
 Facsimile: (312)904-0432                     Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------

 Revolving Commitment:$25,000,000
                      -----------

 Term Loan Commitment:$0
                      -----------

 Address for Notices:                         BANK ONE, NA, as a Lender

                                              By:
                                                 -------------------------------
                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------

 Revolving Commitment:$0
                      -----------

 Term Loan Commitment:$15,000,000
                      -----------
                                     - 96 -

EX-10.38

                                                                  Exhibit 10.38

APCOA/STANDARD PARKING
900 North Michigan Avenue. Suite 1600 Chicago, Illinois 60611

(312) 274-2000 o Fax (312) 640-6187

                  February 27, 2002

                  Ms. Mary Lou Bartlett
                  First Vice President
                  LaSalle National Bank
                  135 South LaSalle St., #240
                  Chicago, IL 60603

                  RE:   Technical Correction of Section 5.2(1)(4) of the
                        Amended and Restated Credit Agreement

                  Dear Mary Lou:

                  Reference is made to the Amended and Restated Credit Agreement
                  dated as of January 11, 2002 by and among APCOA/Standard
                  Parking, Inc. (the "Company"), LaSalle Bank National
                  Association, as Agent and as a lender (the "Agent"), Bank One,
                  N.A., as a lender, and the other financial institutions from
                  time to time party thereto (the "Credit Agreement"). All
                  capitalized terms not otherwise defined herein shall have the
                  same meanings ascribed to such terms in the Credit Agreement.

                  On the Effective Date, the Company had 40.6826 shares of
                  Series C Preferred Stock outstanding with an Aggregate
                  Liquidation Preference (as such term is defined in the Series
                  C Preferred Stock) of $61,330,540 and a Liquidation Preference
                  (as such term is defined in the Series C Preferred Stock) PER
                  SHARE of $1,507,537. Pursuant to Section 5.2(1)(4) of the
                  Credit Agreement, subject to certain limitations, the Company
                  is permitted to use a maximum of $1,500,000 of the proceeds
                  from the Subordinated Notes to redeem not less than 1.5 shares
                  of its Series C Preferred Stock owned by the Parent. The
                  number of shares listed in Section 5.2(1 )(4) is incorrect and
                  should permit 0.9950 shares to be redeemed. By your
                  acknowledgement below, you hereby agree, effective as of
                  January 11, 2002, to delete Section 5.2(1)(4) in its entirety
                  and substitute the following therefore:

                        (4) THE COMPANY HAS USED A MAXIMUM OF $1,500,000 OF
                        THE PROCEEDS FROM THE SUBORDINATED NOTES TO REDEEM
                        NOT LESS THAN 0.9950 SHARES OF SERIES C PREFERRED
                        STOCK OWNED BY THE PARENT, OF WHICH SUCH PROCEEDS THE
                        PARENT MUST USE, OR RETURN TO THE COMPANY, 100%
                        WITHIN 180 DAYS OF THE EFFECTIVE DATE TO REPURCHASE
                        AND RETIRE A PORTION OF THE PARENT'S SENIOR DISCOUNT
                        NOTES;



Ms. Mary Lou Bartlett
February 27, 2002
Page Two

Please indicate your agreement and the agreement of Bank One by signing the copy
of this letter enclosed for that purpose in spaces below and returning the copy
to my attention.

Marc Baumann Executive Vice President and
Chief Financial Officer
Consented to:

LASALLE BANK NATIONAL ASSOCIATION           BANK ONE, N.A.
As Agent and as a Lender                    Lender

By:                                         By:
   -----------------------------               ---------------------------------

Its:                                        Its:
   -----------------------------               ---------------------------------

EX-21.1

                                                                    EXHIBIT 21.1

                  SUBSIDIARIES OF APCOA/STANDARD PARKING, INC.
                              SUBSIDIARY GUARANTORS



                                                                            ORGANIZED          PERCENTAGE
NAME OF ENTITY                                                            UNDER LAWS OF       OF OWNERSHIP
- --------------                                                            -------------       ------------
                                                                                           
Tower Parking, Inc.                                                     Ohio                      100
APCOA LaSalle Parking Company, L.L.C.                                   Louisiana                 100
Hawaii Parking Maintenance, Inc.                                        Hawaii                    100
APCOA Capital Corporation                                               Delaware                  100
APCOA Bradley Parking Company                                           Connecticut               100
A-1 Auto Park, Inc.                                                     Georgia                   100
Metropolitan Parking System, Inc.                                       Massachusetts             100
Events Parking Company, Inc.                                            Massachusetts             100
Standard Parking Corporation                                            Illinois                  100
Standard Parking Corporation IL                                         Illinois                  100
Standard Auto Park, Inc.                                                Illinois                  100
S & S Parking, Inc.                                                     California                100
Century Parking, Inc.                                                   California                100
Executive Parking Industries, Inc.                                      California                100
Sentry Parking Corporation                                              California                100
Virginia Parking Service, Inc.                                          Virginia                  100


                           NON-GUARANTOR SUBSIDIARIES



                                                                            ORGANIZED          PERCENTAGE
NAME OF ENTITY                                                            UNDER LAWS OF       OF OWNERSHIP
- --------------                                                            -------------       ------------
                                                                                           
APCOA Australia Pty Limited                                             Australia                 100
APCOA-Hawaii, Inc.                                                      Hawaii                    100
APCOA Holdings Canada, Inc.                                             Canada                    100
APCOA Pacific Holdings Pty Limited                                      Australia                 100
APCOA Parking Development of Management Ltd                             Canada                    100
Atrium Parking, Inc.                                                    Delaware                  100
SBR GP, Inc.                                                            Delaware                  100
Steamboat Management, Inc.                                              Delaware                  100
Steamboat Properties, Inc.                                              Delaware                  100
A-M Elmira Parking Company                                              Ohio                       65
A-M Frontier Field Parking Company                                      Ohio                       50
A-M Monroe Parking                                                      Ohio                       50
A-M New York Parking Company                                            Ohio                       50
APCOA-Common Street I Parking Company                                   Ohio                       60
APCOA-Etna Parking #1                                                   Ohio                       90
APCOA-Etna Parking #2                                                   Ohio                       80
APCOA-Etna Parking #3                                                   Ohio                       80
APCOA-Miami Parking                                                     Ohio                       49
APCOA/Mitchell/Etna                                                     Texas                      60
APCOA-Progressive Parking #1                                            Ohio                       75
APCOA-Progressive Parking #2                                            Ohio                       75


                                                                               1


APCOA-R&G Parking                                                       Ohio                       80
APCOA-RSN Shuttle Operation                                             Ohio                       70
APCOA-SRP Parking V                                                     Ohio                       51
APCOA-SRP Parking XIII                                                  Ohio                       51
APCOA/Standard Parking-VIP                                              Florida                    65
APCOA-Wilford Parking                                                   Ohio                       80
APCOA-Parking Venture I                                                 Ohio                       99
APCOA-Atrium Parking Venture                                            Ohio                       98
APCOA Parking Venture III                                               Ohio                       99
APCOA-S.R.P. Parking XVII                                               Ohio                       51
APCOA-Progressive Parking II                                            Ohio                       70
APCOA-M&M Parking II                                                    Ohio                       80
Bradley Airport Parking Ltd Partnership                                 Connecticut                60



                                                                               2