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:
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Its:                                        Its:
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