S-4

QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on April 10, 2002

Registration No.              

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

APCOA/Standard Parking, Inc.
And the subsidiaries listed on Table 1 hereto
(Exact Name of Registrant as Specified in Its Charter)

Delaware	7521	16-1171179
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

For information regarding Additional Registrants, see "Table of Additional Registrants."

900 North Michigan Avenue, Suite 1600
Chicago, Illinois 60611
(312) 274-2000

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

Robert N. Sacks, Esq.
Executive Vice President—General Counsel and Secretary
APCOA/Standard Parking, Inc.
900 North Michigan Avenue, Suite 1600
Chicago, Illinois 60611
(312) 274-2000

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

WITH COPIES TO:

Timothy B. Goodell, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: / /

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: / /

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: / /

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per note	Proposed maximum aggregate offering price(1)	Amount of registration fee(2)(3)
14% Senior Subordinated Second Lien Notes due December 15, 2006	$72,269,000	100%	$72,269,000	$6,649.00
Guarantees of Senior Subordinated Second Lien Notes due December 15, 2006	—	—	—	—

(1)

Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457 under the Securities Act.

(2)

The registration fee for the securities offered hereby has been calculated under Rule 457(f)(2) of the Securities Act.

(3)

No separate consideration will be received for the Guarantees, and, therefore, no additional registration fee is required.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table 1 to Registration Statement: Table of Additional Registrants

Subsidiary Guarantors*	State or other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Code Classification	I.R.S. Employer Identification Number
A-1 Auto Park, Inc.	Georgia	7521	58-1336837
APCOA Bradley Parking Company, LLC	Connecticut	7541	06-1578221
APCOA Capital Corporation	Delaware	7521	06-1334158
APCOA LaSalle Parking Company, LLC	Louisiana	7521	36-4395464
Century Parking, Inc.	California	7521	95-2548427
Events Parking Co., Inc.	Massachusetts	7521	04-3223993
Executive Parking Industries, LLC	Delaware	7521	95-4607842
Hawaii Parking Maintenance Inc.	Hawaii	7521	94-3024538
Metropolitan Parking System, Inc.	Massachusetts	7521	04-2607263
S&S Parking, Inc.	California	7521	95-3400582
Sentinel Parking Co. of Ohio, Inc.	Ohio	7521	34-1535756
Sentry Parking Corporation	California	7521	95-2950548
Standard Auto Park, Inc.	Illinois	7521	36-2439841
Standard Parking Corporation	Illinois	7521	36-2932936
Standard Parking Corporation IL	Illinois	7521	36-3880811
Tower Parking, Inc.	Ohio	7521	31-0878291
Virginia Parking Service, Inc.	Virginia	7521	54-0919741

*

The address and telephone number of these additional registrants are the same as that of APCOA/Standard Parking, Inc.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated April 10, 2002

PROSPECTUS

APCOA/STANDARD PARKING, INC.

OFFER TO EXCHANGE ALL 14% SENIOR SUBORDINATED SECOND LIEN NOTES DUE 2006

FOR

$59,285,000 OF 14% SENIOR SUBORDINATED SECOND LIEN NOTES DUE 2006, WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933

        This prospectus and the accompanying letter of transmittal relate to the proposed offer by APCOA/Standard Parking, Inc. ("we," "us" or the "Company") to exchange up to $59,285,000 in aggregate principal amount of its registered notes for its outstanding unregistered notes. We sometimes refer to the unregistered notes and the registered notes collectively as the notes.

Material terms of the exchange offer:

The Registered Notes

•

The notes mature on December 15, 2006 and bear interest at the rate of 14% per annum, payable semi-annually in a combination of cash and additional notes in arrears on June 15 and December 15, commencing on June 15, 2002. 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 registered notes. At maturity, holders will receive 105% of the principal amount of the notes.

•

The notes are secured by a second priority lien on substantially all of our assets and are fully and unconditionally guaranteed on a senior subordinated basis by all of our subsidiaries with material operations.

•

The terms of the registered notes we will issue in the exchange offer will be substantially identical to the terms of the unregistered notes, except that transfer restrictions and registration rights relating to the restricted notes will not apply to the registered notes.

The Exchange Offer

•

The exchange offer expires at 5:00 p.m., New York City time,                        , 2002, unless we extend it.

•

All unregistered notes that are validly tendered in the exchange offer and not withdrawn will be exchanged.

•

Tenders of unregistered notes may be withdrawn at any time before the expiration of the exchange offer.

•

Any unregistered notes not validly tendered will remain subject to existing transfer restrictions.

•

There is no public market for the notes. We do not intend to have the notes listed on any securities exchange or quoted on any quotation system.

•

The exchange of unregistered notes for registered notes will not be a taxable transaction for U.S. federal income tax purposes, but you should see the discussion under the heading "Certain U.S. Federal Income Tax Considerations" on page 115 for more information.

•

We will not receive any proceeds from the exchange offer and we will pay the expenses of the exchange offer.

        Investing in the registered notes involves risks. See "Risk Factors" beginning on page 12 of this prospectus for a discussion of certain factors that you should consider in connection with this exchange offer and an investment in the notes.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2002.

Table of Contents

	Page
Notice to New Hampshire Residents	i
Where You Can Find More Information	i
Market Data	ii
Forward-Looking Statements	ii
Prospectus Summary	1
Summary Financial Data	10
Risk Factors	12
Use of Proceeds	24
Capitalization	25
Selected Historical Financial Data	27
Management's Discussion and Analysis Of Financial Condition And Results Of Operations	28
Business	38
The Exchange Offer	46
Management	58
Ownership of Capital Stock	65
Certain Relationships and Related Party Transactions	66
Description of Other Indebtedness	70
Description of Notes	72
Book-Entry Delivery and Form	111
Certain U.S. Federal Income Tax Considerations	115
Plan of Distribution	117
Legal Matters	117
Experts	117

        You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus.

NOTICE TO NEW HAMPSHIRE RESIDENTS

        NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and special reports, and other information with the SEC. You may read and copy any of these documents at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at the SEC's website at http://www.sec.gov.

        The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file with the SEC after the date of this prospectus will update and supersede the information in this prospectus. We incorporate by reference the documents listed below and any future filings made with

i

the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until all of the notes have been exchanged:

•

Our Annual Report on Form 10-K for the year ended December 31, 2001;



•

Our Current Reports on Form 8-K filed on January 9, 2002 and January 15, 2002.

        You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or phone number:

APCOA/Standard Parking, Inc.
900 North Michigan Avenue
Suite 1600
Chicago, Illinois 60611
(312) 274-2000

        To obtain timely delivery of these documents, you must request this information no later than                        , 2002, five business days before the expiration of the exchange offer.

MARKET DATA

        Market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness.

FORWARD-LOOKING STATEMENTS

        This prospectus 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 prospectus that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

        We have used the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will" and similar terms and phrases, including references to assumptions, in this prospectus 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:

•

an increase in owner self-operated parking facilities;



•

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;



•

changes in general economic and business conditions;

ii

•

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;



•

changes in current pricing;



•

development of new, competitive parking-related services;



•

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



•

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



•

our ability to renew our insurance policies on acceptable terms;



•

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



•

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



•

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



•

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



•

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;



•

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



•

availability, terms and deployment of capital; and



•

the other factors discussed under the heading "Risk Factors" and elsewhere in this prospectus.

        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.

iii

PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus. It is not complete and may not contain all the information that you should consider before investing in the registered notes. Unless the context requires otherwise, references in this prospectus to "APCOA/Standard," the "Company," "we," "us," or "our" are to APCOA/Standard Parking, Inc. and its consolidated subsidiaries.

The Company

        We are a leading national provider of parking facility management services. We provide 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, we managed 1,958 parking facilities, containing approximately 1,026,000 parking spaces in over 260 cities across the United States and Canada. Our principal executive offices are in Chicago, Illinois. For the twelve months ended December 31, 2001, we generated gross customer collections, parking services revenue, gross profit and net loss of $1,505.6 million, $243.8 million, $57.0 million and ($35.5) million, respectively.

        We believe that our superior management services coupled with our focus on increasing our leading market share in select core cities helps to maximize profitability per parking facility. We believe that we enhance our leading position by providing:

•

Ambiance in Parking®, an approach to parking that includes a number of on-site, value-added services and amenities;



•

service enhancing information technology, including Client View®, a proprietary client reporting system which allows us to provide clients with real-time access to site-level financial and operating information; and



•

award-winning training programs for on-site employees that promote customer service and client retention.

        We believe that these services distinguish us from our competitors.

        Our 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, we manage 151 parking operations at 74 airports, including many of the major airports in North America.

        We do not own any parking facilities and, as a result, we assume few of the risks of real estate ownership. We operate our clients' parking properties through two types of arrangements: management contracts and leases. Under a management contract, we typically receive a base monthly fee for managing the property, and we may also receive a small incentive bonus based on the achievement of facility revenues above a set amount, among other factors. In some instances, we also receive 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 us. Under lease arrangements, we generally pay either a fixed annual rental, a percentage of gross customer collections or a combination thereof to the property owner. We collect all revenues under lease arrangements and are responsible for most operating expenses, but we are typically not responsible for major maintenance or capital expenditures. As of December 31, 2001, we operated approximately 83% of our 1,958 parking facilities under management contracts and approximately 17% under leases. Renewal rates for our management contracts and leases averaged approximately 90% for the three years ended December 31, 2001.

1

The Recapitalization

        On January 11, 2002, we completed a recapitalization to increase liquidity, deleverage our balance sheet and reduce future cash interest expense. The transactions comprising the recapitalization were:

•

consummating an exchange offer and consent solicitation, with the exchange of $56.1 million aggregate principal amount of our 9¹/4% Senior Subordinated Notes due 2008 for $59.3 million of our unregistered 14% Senior Subordinated Second Lien Notes due 2006, which provided us with approximately $20.0 million in cash proceeds,



•

entering into a new $40.0 million senior credit facility,



•

using $9.5 million of cash proceeds of the exchange offer to repay borrowings under our old senior credit facility, which increased availability under our senior credit facility,



•

repurchasing $1.5 million of our Series C redeemable preferred stock owned by our parent company with the proceeds of the exchange offer, which funds were used by our parent company for the redemption, repurchase or retirement of its indebtedness through open market purchases, privately negotiated acquisitions or otherwise,



•

exchanging $35.0 million aggregate principal amount of our 9¹/4% notes owned by an investor into our Series D 18% senior convertible redeemable preferred stock, and



•

receiving a waiver from the same investor that owned $29.9 million in aggregate principal amount of our parent company's 11¹/4% Senior Discount Notes due 2008 to have its cash interest payments delayed until March 15, 2007 from September 15, 2003.

        An investor that owned approximately 25% of our 9¹/4% notes entered into an agreement with us to consent to certain amendments to the indenture governing the 9¹/4% notes and to exchange $35.0 million of its 9¹/4% notes for shares of our Series D preferred stock. Certain beneficial owners of the investor are members of the immediate family of John V. Holten, our chairman of the board.

        In this prospectus we refer to the foregoing transactions as the "Transactions."

        Our parent company obtained the consent from holders representing a majority in aggregate principal amount of its 11¹/4% notes to eliminate some of the covenants from the indenture governing these notes. The same investor that owns 25% of our 9¹/4% notes owns approximately 50.01% of our parent company's 11¹/4% notes and consented to the amendments and waived its cash interest payments as described above. Our parent company has granted a security interest in some of the shares of our previously issued Series C redeemable preferred stock that it owned to the investor to secure our parent company's performance under the 11¹/4% notes owned by the investor.

2

The Exchange Offer

        The following is a summary of the principal terms of the exchange offer. A more detailed description is contained in this prospectus under the section entitled "The Exchange Offer."

The Exchange Offer	We are offering to exchange all of our outstanding unregistered notes for $59.3 million principal amount of registered notes. The terms of the registered and unregistered notes are substantially identical in all respects, including principal amount, interest rate and maturity, except that the registered notes are in general freely transferable and are not subject to any covenant regarding registration under the Securities Act. To be exchanged, an unregistered note must be properly tendered and accepted. Unless we terminate the exchange offer, all unregistered notes that are validly tendered and not validly withdrawn will be exchanged. We will issue the registered notes promptly after the expiration of the exchange offer.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2002, unless we decide to extend this expiration date. In that case, the phrase "expiration date" will mean the latest date and time to which we extend the exchange offer.
Conditions to the Exchange Offer	We may terminate or amend the exchange offer if:
	•	any legal proceeding or government action materially impairs our ability to complete the exchange offer, or
	•	any SEC rule, regulation or interpretation materially impairs the exchange offer.
	We may waive any or all of these conditions. At this time, there are no adverse proceedings, actions or developments pending or, to our knowledge, threatened, and no governmental approvals are necessary to complete the exchange offer. The exchange offer is not conditioned upon any minimum principal amount of unregistered notes tendered.
Withdrawal Rights	You may withdraw the tender of your unregistered notes at any time before the expiration date.
The Registration Rights Agreement	You have the right to exchange your unregistered notes for registered notes with substantially identical terms. This exchange offer is being made to satisfy these rights. Except in limited circumstances described under "The Exchange Offer—Background and Purpose of the Exchange Offer," after the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your notes.

3

Resales of the Registered Notes	We believe that the registered notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	•	you are acquiring the registered notes in the ordinary course of your business;
	•	you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the registered notes; and
	•	you are not an "affiliate" of APCOA/Standard or any of our subsidiaries, as that term is defined in Rule 405 of the Securities Act.
	The SEC, however, has not considered this exchange offer in the context of a no-action letter, and we cannot be sure that the staff of the SEC would make the same determination with this exchange offer as it has in other circumstances. Furthermore, if you do not meet the above conditions, you may incur liability under the Securities Act. We do not assume, or indemnify you against, this liability.
	Each broker-dealer that is issued registered notes in the exchange offer for its own account in exchange for unregistered notes which were acquired by it as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the registered notes issued in the exchange offer. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the registered notes issued to it in the exchange offer.
	The exchange offer is not being made to, nor will we accept surrenders for exchange from, the following:
	•	holders of unregistered notes in any jurisdiction in which this exchange offer or the acceptance of the exchange offer would not be incompliance with the applicable securities or "blue sky" laws of that jurisdiction, and
	•	holders of unregistered notes who are "affiliates" of APCOA/Standard or any of our subsidiaries.

4

Procedures for Tendering	If you wish to tender unregistered notes, you must complete, sign and date the letter of transmittal, or a facsimile of it, according to its instructions. You must then send the letter of transmittal, together with your unregistered notes to be exchanged and other required documentation, to Wilmington Trust Company who is the Exchange Agent, at the address provided in the letter of transmittal. The letter of transmittal must be received by Wilmington Trust Company by 5:00 p.m., New York City time, on the expiration date. See "The Exchange Offer—Procedures for Tendering." By executing the letter of transmittal, you are representing to us that you are acquiring the registered notes in the ordinary course of your business, that you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of registered notes, and that you are not an "affiliate" of ours. See "The Exchange Offer—Procedures for Tendering," and "—Book-Entry Tender."
Special Procedures for Beneficial Owners	If you are a beneficial owner whose unregistered notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender your unregistered notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you are a beneficial owner and wish to tender on your own behalf, you must, before completing and executing the letter of transmittal and delivering your unregistered notes, either make appropriate arrangements to register ownership of the unregistered notes in your name or obtain a properly completed bond power from the registered holder. See "The Exchange Offer—Procedure if the Unregistered Notes Are Not Registered in Your Name," and "—Beneficial Owner Instructions to Holders of Unregistered Notes."
	The transfer of registered ownership may take considerable time and may not be possible to complete before the expiration date.
Guaranteed Delivery Procedures	If you wish to tender your unregistered notes and time will not permit your required documents to reach the Exchange Agent by the expiration date, or you cannot complete the procedure for book-entry transfer on time or you cannot deliver certificates for your unregistered notes on time, then before the expiration date you may tender your unregistered notes as described in this prospectus under the heading "The Exchange Offer—Guaranteed Delivery Procedures."

5

Failure to Tender Unregistered Notes	If you are eligible to participate in the exchange offer and you do not tender your unregistered notes, you will not have any further registration or exchange rights and your unregistered notes will continue to have restrictions on transfer. Unregistered notes may not be offered or sold, unless registered under the Securities Act and applicable state securities laws or under an exemption from the Securities Act and applicable state securities laws. We do not currently plan to register the unregistered notes under the Securities Act after the completion of the exchange offer. Accordingly, the liquidity of the market for the unregistered notes could be adversely affected.
Acceptance of Unregistered Notes and Delivery of Registered Notes	In general, we will accept any and all unregistered notes that are properly tendered in the exchange offer and not withdrawn before 5:00 p.m., New York City time, on the expiration date. The exchange offer will be considered consummated when we, as soon as practicable after the expiration date, accept for exchange the unregistered notes tendered, deliver them to the trustee for cancellation and issue the registered notes. We will deliver the registered notes as soon as practicable after the expiration date.
Interest on the Unregistered Notes	Interest will not be paid on unregistered notes that are tendered and accepted for exchange in the exchange offer.
Interest on the Registered Notes	The registered notes will bear interest at the rate of 14% per annum, payable semi-annually in a combination of cash and additional registered notes in arrears on June 15 and December 15, commencing June 15, 2002. 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 registered notes. Holders of the registered notes at maturity will receive 105% of the principal amount of the registered notes and additional registered notes they hold, plus accrued and unpaid interest and liquidated damages, if any.
Federal Income Tax Considerations	We believe that the exchange of unregistered notes for registered notes generally will not be a taxable event for United States federal income tax purposes. Please see "Certain U.S. Federal Income Tax Considerations" for more information.
Appraisal Rights	You do not have any appraisal or dissenters' rights in connection with this exchange offer.
Use of Proceeds	We will not receive any proceeds from the issuance of the registered notes in the exchange offer.
Fees and Expenses	We will pay all of the expenses incident to the exchange offer.
Exchange Agent	Wilmington Trust Company is serving as the Exchange Agent in connection with the exchange offer.

        Please review the information in the section captioned "The Exchange Offer" for more detailed information concerning the exchange offer.

6

The Notes

Issuer	APCOA/Standard Parking, Inc.
Notes Offered	We are offering up to a total of $59.3 million in principal amount of our 14% Senior Subordinated Second Lien Notes due December 15, 2006, which have been registered under the Securities Act.
	The registered notes will evidence the same debt as the u nregistered notes and will be issued under, and entitled to the benefits of, the same indenture. The terms of the registered notes are the same as the terms of the unregistered notes in all material respects except that the registered notes:
	•	have been registered under the Securities Act;
	•	do not include rights to registration under the Securities Act; and
	•	do not contain transfer restrictions applicable to the unregistered notes.
Maturity Date	The registered notes will mature on December 15, 2006.
Interest	The registered notes will bear interest at the rate of 14% per annum, payable semi-annually in a combination of cash and additional registered notes in arrears on June 15 and December 15, commencing June 15, 2002. 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 registered notes. Holders of the registered notes at maturity will receive 105% of the principal amount of the registered notes and additional registered notes they hold, plus accrued and unpaid interest and liquidated damages, if any.
Interest Computation	Interest is paid on the basis of a 360-day year comprised of twelve 30-day months.
Ranking	The registered notes and the subsidiary guarantees will rank:
	•	junior to all of our and the guarantors' existing and future senior indebtedness, including any borrowings under our senior credit facility; and
	•	senior to any of our and the guarantors' existing senior subordinated indebtedness, giving effect to the Transactions.
	As of December 31, 2001, on a pro forma basis, the registered notes would have effectively ranked junior to:
	•	$19.1 million of senior indebtedness under our senior credit facility;

7

	•	$6.7 million of other indebtedness; and
	•	$17.9 million of additional borrowings that would have been available under our senior credit facility after deducting $3.0 million of outstanding letters of credit.
	The registered notes are effectively subordinated to all indebtedness, including trade payables, of our subsidiaries that are not subsidiary guarantors.
Optional Redemption	On or after January 1, 2002, we may redeem any of the registered notes at the prices shown in this prospectus, plus accrued and unpaid interest and liquidated damages, if any, to the date of redemption.
Note Guarantees	The registered notes are fully and unconditionally guaranteed on an unsecured, joint and several, senior subordinated basis by each of our existing and future domestic restricted subsidiaries with material operations, except that the guarantees of the registered notes will be senior to the guarantees of our 91/4% notes.
Security	The registered notes will be secured by a second priority continuing lien on the Collateral, as defined in the section captioned "Description of Notes—Brief Description of the Notes and the Guarantees," junior to the security interest held by the lenders under our senior credit facility.
Certain Covenants	The indenture governing the notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:
	•	incur additional indebtedness;
	•	create liens;
	•	pay dividends or make other equity distributions;
	•	purchase or redeem capital stock;
	•	make investments;
	•	sell assets or consolidate or merge with or into other companies;
	•	engage in transactions with affiliates; and
	•	pay management fees to affiliates.
	These limitations have a number of important qualifications and exceptions.
Change of Control	If a change of control occurs, we are required to make an offer to purchase the registered notes at a purchase price of 101% of the principal amount of the registered notes on the date of purchase, plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase. There can be no assurance that in the event of a change of control, we would have sufficient funds to purchase all notes tendered.

8

        For additional information regarding the notes, see "Description of Notes."

Principal Executive Offices

        Our principal executive offices are located at 900 North Michigan Avenue, Suite 1600, Chicago, Illinois 60611. Our telephone number is (312) 274-2000.

Use of Proceeds

        We will not receive any proceeds from the issuance of the registered notes.

Risk Factors

        You should carefully consider all of the information in this prospectus. In particular, you should evaluate the specific risk factors described under "Risk Factors" for a discussion of the material risks involved with investments in the notes.

9

SUMMARY FINANCIAL DATA

        The following table sets forth our summary consolidated balance sheet data for the years ended December 31, 2001 and 2000, our summary pro forma balance sheet as of December 31, 2001, our summary consolidated income statement data for the years ended December 31, 2001 and 2000 and our summary pro forma consolidated income statement data for the year ended December 31, 2001 (in the case of the Balance Sheet Data) and the beginning of the year ended December 31, 2001 (for the Statement of Operations Data). The pro forma financial data give effect to the Transactions as if they had occurred on December 31, 2001. The following information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," the historical financial statements of APCOA/Standard and our pro forma financial statements and the related notes thereto included elsewhere herein.

	Actual						Pro Forma
	Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2001
	(in thousands)
Statement of Operations Data:
Parking services revenue	$	252,482		$	243,814		$	243,814
Cost of parking services		192,345			186,827			186,827
General and administrative expenses		36,121			29,979			29,979
Other special charges		4,636			15,869			15,869
Depreciation and amortization		12,635			15,501			15,501
Operating income (loss)		6,745			(4,362	)		(4,362	)
Interest expense, net		17,382			17,599			14,211
Bad debt provision related to non-operating receivable		—			12,878			12,878
Minority interest		341			209			209
Income tax expense		503			406			406
Net loss	$	(11,481	)	$	(35,454	)	$	(32,066	)
Other Financial Data:
EBITDA(1)	$	24,016		$	27,008		$	27,008
Cash interest expense, net(2)		17,105			16,508			13,183
Capital expenditures		4,684			1,537			1,537
Total debt to EBITDA		—			6.49x			5.58x
Adjusted total debt to EBITDA(3)		—			6.49x			4.96x
EBITDA to cash interest expense, net(2)		—			1.64x			2.05x
EBITDA minus capital expenditures to cash interest expense, net(2)		—			1.54x			1.93x

10

	At December 31, 2000 Actual			At December 31, 2001 Actual			At December 31, 2001 Pro Forma
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents(4)	$	3,539		$	7,602		$	4,202
Working capital (deficiency)		(11,941	)		(20,156	)		(11,156	)
Total assets		208,341			192,234			188,834
Total debt		174,996			175,257			150,757
Senior convertible redeemable preferred stock		—			—			35,000
Redeemable preferred stock		54,976			61,330			59,830
Common stock subject to put/call rights(5)		6,304			8,500			8,500
Stockholders' deficit		(100,731	)		(133,185	)		(133,185	)

(1)

EBITDA means income (loss) before provision for income taxes, plus (i) net interest expense, (ii) minority interest in income of consolidated joint ventures and subsidiaries, (iii) depreciation and amortization, (iv) bad debt provision related to non-operating receivable and (v) other special charges. EBITDA is a widely accepted financial indicator of a company's ability to service debt; however, other companies may calculate EBITDA differently. EDITDA should not be considered as an alternative to, operating income or to cash flows from operating activities as determined by generally accepted accounting principles, and it should not be construed as an indication of our operating performance or as a measure of liquidity.

(2)

Cash interest expense, net is defined as cash interest expense minus cash interest income.

(3)

In accordance with accounting rules for troubled debt restructurings, FASB Statement No. 15, the $16,838 reduction in principal arising from the refinancing remains as "debt," but will be amortized as a reduction to interest expense over the combined term of the new notes and remaining 9¹/4% notes using the effective interest method.

(4)

Cash and cash equivalents are reduced to reflect payment for accrued and unpaid interest of $2.7 million on the 9¹/4% notes tendered and accepted for exchange and to reflect payment of $0.7 million of fees and expenses as of December 31, 2001.

(5)

Under an agreement between us and our stockholders, we have received notices from holders of an aggregate of five shares of our common stock requiring us to purchase these shares for an aggregate price of $8.2 million. See "Certain Relationships and Related Party Transactions—Company Stockholders Agreement." Our obligation to repurchase these shares will accrete at 11.75% per year until discharged. According to the terms of the stockholders agreement, we will not make any payment for these shares while this payment is prohibited under the terms of any of our debt instruments. Payment for these shares is currently restricted by the terms of our existing debt obligations, including the notes, and is prohibited by the terms of our senior credit facility.

11

RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before tendering your unregistered notes for registered notes in the exchange offer. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In this case, you may lose all or part of your original investment.

Risks Relating to the Notes

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the unregistered notes and the registered notes.

        We have a significant amount of indebtedness. On December 31, 2001, after giving pro forma effect to the Transactions, we would have had total indebtedness of approximately $150.8 million, of which $50.0 million would have consisted of the 9¹/4% notes (including $1.1 million of carrying value in excess of principal), $75.0 million of the notes (including $15.7 million of carrying value in excess of principal) and the balance would have consisted of other debt (including our senior credit facility) and a stockholders' deficit of $133.2 million. Also, after giving pro forma effect to the Transactions, our earnings would have been insufficient to cover our fixed charges by approximately $5.7 million and $7.9 million for the years ended December 31, 2001 and 2000, respectively.

        Our substantial indebtedness could have important consequences to you. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to the unregistered notes and the registered notes;



•

increase our vulnerability to general adverse economic and industry conditions;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

limit our ability to use capital as a means of retaining existing clients and attracting new clients;



•

place us at a competitive disadvantage compared to our competitors that have less debt and greater financial resources; and



•

limit our ability to borrow additional funds.

        In addition, the indenture governing the notes and our senior credit facility contain financial and other restrictive covenants which limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures and agreements governing our existing debt and the indenture governing the notes do not fully prohibit us or our subsidiaries from doing so. Our senior credit facility permits us, subject to satisfying certain conditions, to make additional secured borrowings after completion of this exchange offer, and all of those borrowings would rank senior to the unregistered notes and the registered notes and the respective subsidiary guarantees. If new debt is added to our and our

12

subsidiaries' current debt levels, the related risks that we and they now face could intensify. See "Description of Other Indebtedness—Our Senior Credit Facility."

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 unregistered notes and the registered notes, and to fund working capital and planned capital expenditures will depend on our ability to generate cash in 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 our senior credit facility 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.

        We cannot assure you that our cash flow from operations, combined with additional borrowings under our senior credit facility and any future credit facility, will be available in an amount sufficient to enable us to pay our indebtedness, including the unregistered notes and the registered notes, or to fund our other liquidity needs. We will need to refinance all or a portion of our indebtedness, including our senior credit facility and possibly including the unregistered notes and the registered notes, on or before their respective maturities. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facility, the unregistered notes and the registered notes, on commercially reasonable terms or at all.

Your right to receive payments on the registered notes and the unregistered notes is subordinated to the rights of our existing and future senior creditors. Further, the guarantees of the registered notes and the unregistered notes are subordinated to all our guarantors' existing and future senior indebtedness.

        The right to payment on the notes will be subordinate to all of our existing and future senior indebtedness, including our senior credit facility. Similarly, the subsidiary guarantees of each series of notes will be subordinate to all existing and future senior debt of the applicable guarantor subsidiaries. We and some of our subsidiaries, including the guarantors, are parties to our senior credit facility, which is secured by liens on the Collateral, as defined in the section captioned "Description of Notes—Brief Description of the Notes and the Guarantees." By reason of the subordination provision in the indenture governing the registered and the unregistered notes, in the event of any distribution or payment of our or our guarantor subsidiaries' assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of the notes will not receive any payment on the notes until all outstanding senior indebtedness has been paid in full. As a result, in the event of such proceeding, holders of the notes may receive less, ratably, than holders of senior indebtedness.

13

        As of December 31, 2001, on an as adjusted basis after giving effect to the Transactions, the aggregate amount of our and our subsidiaries' senior indebtedness would have been approximately $19.1 million, and approximately $17.9 million would have been available for additional borrowing after deducting $3.0 million for letters of credit under our senior credit facility. We will be permitted to borrow substantial additional indebtedness, including senior debt, in the future under the terms of our indentures. See "Description of Other Indebtedness—Our Senior Credit Facility."

        We have subsidiaries that are not guarantors of the notes. Accordingly, the notes are effectively subordinated to all existing and future liabilities, including trade payables, of these non-guaranteeing subsidiaries.

You may not be able to realize on your security.

        The registered notes will be, and the unregistered notes are, our senior subordinated obligations, secured by a second priority lien on the Collateral, as defined in the section captioned "Description of Notes—Brief Description of the Notes and the Guarantees." The registered notes and the security interest will be subordinated to all our existing and future indebtedness under our senior credit facility. This security interest secures the payment and performance when due of all our obligations under the indenture governing the unregistered and the registered notes, subject to the rights of our lenders under our senior credit facility.

        If we become insolvent or are liquidated or if any of our secured indebtedness is accelerated, the holders of the first priority lien on the secured indebtedness would be entitled to payment in full out of the assets securing this indebtedness before payment to holders of our notes. If the lenders under our senior credit facility or the holders of any other secured indebtedness, if any, were to foreclose on the collateral securing our obligations to them, it is possible that there would be insufficient assets remaining after satisfaction in full of all the secured indebtedness to satisfy fully the claims of holders of the registered notes.

Your right to receive payments on the registered notes and the unregistered notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.

        Some but not all of our subsidiaries guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

        Assuming we had completed the Transactions on December 31, 2001, the notes would have been effectively junior to $10.8 million of indebtedness and other liabilities, including trade payables, of our non-guarantor subsidiaries. Our non-guarantor subsidiaries cannot borrow under our senior credit facility. Our non-guarantor subsidiaries generated 8.7% of our consolidated revenues in the twelve-month period ended December 31, 2001 and held 6.2% of our consolidated assets as of December 31, 2001.

If our parent company defaults on its debt obligations, it could result in a cross-default under our debt obligations or a change in control.

        Our parent company is a holding company. As a holding company, its assets consist primarily of our capital stock. Our parent company may be able to incur substantial additional indebtedness in the future. Additionally, if our parent company defaults on its payment obligations under certain of its debt obligations, it could trigger a cross default or change of control under our senior credit facility and future indebtedness. A failure by our parent company to meet its debt service obligations could result in a default or event of default under our senior credit facility and other debt agreements, permitting the lenders and other parties to foreclose on our parent company's collateral secured by the debt instruments. Such an event may result in a cross default of our indebtedness and accelerate the

14

maturity of our indebtedness under these agreements and cause foreclosure upon our collateral servicing this indebtedness. On December 31, 2001, our parent company had an aggregate of $61.3 million of indebtedness. Additionally, beginning September 15, 2003, our parent company is expected to have annual cash interest expense of approximately $1.7 million, after giving effect to the waiver from an investor to delay the payment of cash interest until March 15, 2007 and our parent company's purchase of $20.0 million of its senior discount notes.

        Our parent company's cash flow and ability to service its debt obligations are solely dependent upon our earnings, cash flow, liquidity and ability to distribute cash to it. Our ability to distribute cash will depend on our operating results, applicable laws and the contractual restrictions contained in our debt instruments, including the senior credit facility and the notes. We cannot be certain that we will be able to make payments to our parent or that any payments we make will be adequate to allow our parent to pay its debts.

        Steamboat Holdings owns all of the outstanding common stock of our parent company and has pledged this stock to lenders to secure its borrowings. If Steamboat experiences certain defaults on its debt obligations, its creditor may be able to seize our parent company's common stock. Steamboat is currently in default under an existing bank loan. This creditor cannot currently seize our parent's capital stock but would have the ability to seize its stock in 2006 if this default is not cured. If Steamboat violates other covenants of this debt obligation, the lender would have an immediate ability to seize our parent's stock. If the lender elected to foreclose on the stock, it would result in a change of control of our parent company. A change of control of our parent company could lead to an event of default under debt instruments under which our parent company is a borrower, which could cause a change of control under the indenture governing the notes. Consequently, an event of default by our parent company under 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 our parent company's stock.

The exchange offer may reduce the market for our unregistered notes.

        There currently is a limited trading market for the unregistered notes. After the consummation of the exchange offer, it is anticipated that the outstanding principal amount of the unregistered notes available for trading will be significantly reduced. A debt security with a smaller outstanding principal amount available for trading, known as a smaller "float", may command a lower price than would a comparable debt security with a greater float. Because the principal amount of unregistered notes exchanged under the exchange offer will reduce the float of the unregistered notes, the liquidity and market price of the unregistered notes may be adversely affected. The reduced float may also tend to make the trading price more volatile. Holders of unregistered notes may attempt to obtain quotations for the unregistered notes from their brokers; however, there can be no assurance that any trading market will exist for the unregistered notes following consummation of the exchange offer. The extent of the public market for the unregistered notes following consummation of the exchange offer will depend upon, among other things, the remaining outstanding principal amount of the unregistered notes after the exchange offer, the number of holders remaining at the time and the interest in maintaining a market in the unregistered notes on the part of securities firms.

There could be adverse consequences of failure to exchange your unregistered notes for registered notes.

        The unregistered notes were not registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale or otherwise transferred unless they are subsequently registered or resold based on an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your unregistered notes for registered notes under this exchange offer, you will not be able to resell, offer to resell or otherwise

15

transfer the unregistered notes unless they are registered under the Securities Act or unless you resell them, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction exempt from, the Securities Act. In addition, we will no longer be under an obligation to register the unregistered notes under the Securities Act except in the limited circumstances provided under the registration rights agreement. In addition, to the extent that unregistered notes are tendered for exchange and accepted in the exchange offer, the trading market for the untendered and tendered but unaccepted unregistered notes could be adversely affected.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

        Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding unregistered notes and registered notes at 101% of the principal amount of the notes plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of unregistered notes and registered notes or that restrictions in our senior credit facility will not allow these repurchases. See "Description of Notes—the Notes—Repurchase at the Option of Holders."

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

        Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•

received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee; and



•

was insolvent or rendered insolvent by reason of the incurrence; or



•

was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay the debts as they mature.

        In addition, any payment by that guarantor under its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;



•

if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

        On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay the debts as they mature. We cannot assure you, however, as to what

16

standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

If an active trading market does not develop for the registered notes, you may not be able to resell them.

        Although holders of registered notes who are not "affiliates" of APCOA/Standard Parking within the meaning of the Securities Act may resell or otherwise transfer their registered notes without compliance with the registration requirements of the Securities Act, there is currently no existing market for the registered notes, and we cannot assure you that a public market for the registered notes will develop in the future or, if developed, will continue. If no active trading market develops, you may not be able to resell your registered notes at their fair market value or at all. Future trading prices of the registered notes will depend on many factors, including, among other things, our ability to effect this exchange offer, prevailing interest rates, our operating results and the market for similar securities. We have been informed by Credit Suisse First Boston Corporation, the dealer manager of our previous exchange offer, that it intends to make a market in the registered and the unregistered notes. However, they may cease their market-making at any time. There has also been no public market for the unregistered notes. To the extent that unregistered notes are tendered and accepted in the exchange offer, the market for the remaining untendered unregistered notes could be adversely affected. See "The Exchange Offer—Consequences of Failure to Exchange."

The registered notes will be treated as issued with original issue discount for U.S. federal income tax purposes.

        The registered notes will be treated as issued with original issue discount for U.S. federal income tax purposes, and, if you are a U.S. holder (whether you are a cash or accrual method taxpayer) of a registered note with original issue discount exceeding a de minimis amount, you will be required to include in income all original issue discount as it accrues, in advance of the receipt of some or all of the related cash payments.

Risks Relating to Our Business

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. "Risk Factors—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 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.

17

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 at 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, including the registered notes, will be materially adversely affected. See "Business."

Our management contracts and our leases expose us to 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 particularly with respect to airports, government-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 entirely 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. Many of these contracts may be canceled by the client for various reasons, including developmental opportunities. 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 garage was 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 payments 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

18

enough to offset a decline in usage or that any change in rates will results 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 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 some of our management contracts and leases are with state, local and quasi-governmental entities, changes to some governmental entities' approaches to contracting regarding parking facilities could affect these contracts. A material reduction in the profit margins 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 our 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 our 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 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 terrorist 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

19

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 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 our chief executive officer. His resignation could have an adverse effect on our relationship with some of our 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 have 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 ourselves as one of the principal members of our industry, we compete predominately on the basis of our high level of service and strong

20

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 assure you that we will have sufficient resources to make the necessary investments to do so, and we cannot assure you that 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 investment 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 common stock, they may control all major corporate decisions, and our 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 March 27, 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 hazardous or toxic substances. In connection with the operation of parking facilities, we may be potentially liable for these costs. Although we are currently aware of a threatened environmental claim in the State of Washington by a private party, we are currently not aware of any material environmental claims pending or threatened 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.

21

        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, or "ADA". Under the ADA, all public accommodations, including parking facilities, are required to meet federal requirements related to access and use by disabled persons. A determination that we or 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.

        We collect and remit sales/parking taxes and file tax returns for and on behalf of us and our clients. We are affected by laws and regulations that may impose a direct assessment on us for failure to remit sales/parking taxes and filing of tax returns for and on behalf of our 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.

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 these cases, there are no assurances that we would be able to staff sufficient employees for our short-term needs. Any 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.

The Transactions have likely decreased the amount of our net operating losses and may limit our ability to utilize our remaining net operating losses.

        Previously, we had substantial net operating losses for U.S. federal income tax purposes. The Transactions likely generated substantial amounts of cancellation of indebtedness income for U.S. federal income tax purposes. That income has been offset by our net operating losses. Therefore, the amount of our net operating losses has decreased as a result of the Transactions, 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.

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. 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;

22

•

potential loss of employees;



•

ability to obtain necessary licenses and approvals;



•

limited availability of capital for working capital, capital expenditures, acquisitions and investment in information technology systems upgrades, including both the hardware and software;



•

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



•

expenses of any undisclosed or potential legal 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 license 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 acquisition or new contract candidates will be identified, that these acquisitions can be consummated or that the acquired operations can be integrated successfully.

The forward-looking statements contained in this prospectus are based on our predictions of future performance. As a result, you should not place undue reliance on these forward-looking statements.

        This prospectus includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act including, in particular, the statements about our plans, strategies, and prospects under the headings "Prospectus Summary," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that our plans, intentions or expectations will be achieved. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this prospectus are set forth above in this "Risk Factors" section and elsewhere in this prospectus. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

23

USE OF PROCEEDS

        The exchange offer is intended to satisfy certain of our obligations under the registration rights agreement dated as of January 11, 2002. We will not receive any cash proceeds from this exchange offer. In consideration for issuing the registered notes as contemplated in this prospectus, we will receive in exchange the unregistered notes in like principal amount. The unregistered notes surrendered in exchange for the registered notes will be retired and cancelled and cannot be reissued. The issuance of the registered notes will not result in any increase in our indebtedness.

24

CAPITALIZATION

        The following table sets forth our actual cash and cash equivalents and capitalization as of December 31, 2001 on a pro forma basis, adjusted to reflect the Transactions and the application of the proceeds therefrom. This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical financial statements and the related notes thereto and our unaudited pro forma financial statements and the related notes thereto, each included elsewhere herein.

				As of December 31, 2001
				Actual			Adjusted Pro Forma
				(in thousands)
Cash and cash equivalents(1)				$	7,602		$	4,202
Long-term debt (including current portion):
	Senior credit facility				28,600			19,100
	Senior subordinated notes:
		14% second lien due 2006, at face value			—			59,285
		91/4% due 2008, at face value			140,000			48,877
		Excess of carrying value over principal(2)			—			16,838
			Sub-total		140,000			125,000
	Other debt				6,657			6,657
		Total long-term debt			175,257			150,757
Senior convertible redeemable preferred stock due 2008					—			35,000
Redeemable preferred stock					61,330			59,830
Common stock subject to put/call rights(3)					8,500			8,500
Stockholders' deficit:
	Common stock and additional paid-in capital				11,423			11,423
	Accumulated other comprehensive loss				(803	)		(803	)
	Accumulated deficit				(143,805	)		(143,805	)
		Total stockholders' deficit			(133,185	)		(133,185	)
			Total capitalization	$	111,902		$	120,902

(1)

Cash and cash equivalents are reduced to reflect payment for accrued and unpaid interest of $2.7 million on the 9¹/4% notes tendered and accepted for exchange and to reflect payment of $0.7 million of fees and expenses as of December 31, 2001.

(2)

In accordance with accounting rules for troubled debt restructurings, the $16,838 ($15,747 related to the registered notes and $1,091 related to the 9¹/4% notes) reduction in principal arising from the refinancing remains as "debt," but will be amortized as a reduction to interest expense over the combined term of the registered notes and remaining 9¹/4% notes using the effective interest method.

(3)

Under an agreement between us and our stockholders, we have received notices from holders of an aggregate of five shares of our common stock requiring us to purchase these shares for an aggregate price of $8.2 million. See "Certain Relationships and Related Party Transactions—Company Stockholders Agreement." Our obligation to repurchase these shares will accrete at 11.75% per year until discharged. In accordance with the terms of the stockholders agreement, we will not make any payment for these shares while this payment is prohibited under the terms of any of our debt instruments. Payment for these shares is currently restricted by the terms of our existing debt obligations, including the notes, and is prohibited by the terms of our senior credit facility.

25

Accounting Pronouncements

        The exchange offer completed in the recapitalization on January 11, 2002, was 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 FAS 15, 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. In those circumstances, the carrying amount of the original debt 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 a redeemable 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.

26

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 Parking, and 1997, which have been derived from the audited financial statements of APCOA. The selected financial data shown below should be read in conjunction with "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,
		1997			1998(1)			1999			2000			2001
		(dollars in thousands)
Income Statement Data:
Parking services revenue		$	117,704		$	195,517		$	247,899		$	252,482		$	243,814
Cost of parking services			94,846			155,230			193,094			192,345			186,827
	Gross profit		22,858			40,287			54,805			60,137			56,987
General and administrative expenses			13,528			23,506			32,453			36,121			29,979
Other special charges			—			18,050			5,577			4,636			15,869
Depreciation and amortization			3,767			7,435			9,343			12,635			15,501
	Operating income (loss)		5,563			(8,704	)		7,432			6,745			(4,362	)
Interest expense, net			3,243			10,938			15,684			17,382			17,599
Bad debt provision related to non-operating receivables			—			—			—			—			12,878
Minority interest			321			487			468			341			209
Income tax expense			140			430			752			503			406
Extraordinary loss			—			2,816			—			—			—
Net income (loss)		$	1,859		$	(23,375	)	$	(9,472	)	$	(11,481	)	$	(35,454	)
Other Operating Data:
Gross customer collections		$	476,183		$	1,026,085		$	1,369,319		$	1,545,690		$	1,505,645
Capital expenditures			2,357			7,691			10,261			4,684			1,537
Ratio of earnings to fixed charges(2)			1.5x			N/A			N/A			N/A			N/A
Number of managed locations			378			1,165			1,422			1,560			1,625
Number of leased locations			267			439			404			364			333
	Number of total locations		645			1,604			1,826			1,924			1,958
Number of parking spaces			273,000			794,000			1,012,000			1,033,587			1,026,608
Balance Sheet Data (at end of year):
Cash and cash equivalents		$	3,322		$	19,183		$	5,215		$	3,539		$	7,602
Working capital deficiency			(17,059	)		(9,119	)		(12,180	)		(11,941	)		(20,156	)
Total assets			59,095			216,769			213,270			208,341			192,234
Total debt			38,283			149,431			167,469			174,996			175,257
Redeemable preferred stock			8,728			44,174			49,280			54,976			61,330
Common stock subject to put/call rights			—			4,589			4,589			6,304			8,500
Common stockholders' deficit			(22,259	)		(54,908	)		(79,611	)		(100,731	)		(133,185	)

(1)

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

(2)

For purposes of computing this ratio, earnings consist of income before income taxes, minority interest, and a bad debt provision related to non-operating receivables plus fixed charges. Fixed charges consist of interest expense, amortization of deferred financing costs and one-third of the rent expense from operating leases, which management believes is a reasonable approximation of the interest factor of the rent. For the years ended December 31, 1998, 1999, 2000 and 2001, earnings were inadequate to cover fixed charges by $19,642, $8,252, $10,637 and $21,961, respectively.

27

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion of our results of operations should be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere herein.

Overview

        We operate in a single reportable segment operating parking facilities under two types of arrangements: management contracts and leases. Under a management contract, we typically receive 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 instances, we also receive 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 us. Under lease arrangements, we generally pay to the property owner either a fixed annual rental, a percentage of gross customer collections or a combination thereof. We collect all revenues under lease arrangements and are responsible for most operating expenses, but we are typically not responsible for major maintenance or capital expenditures. As of December 31, 2001, we operated approximately 83% of our 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 those locations. Management contracts generally provide us 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 we are 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 our results of operations. Several of our contracts, which are referred to as reverse management contracts, however, require us 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.

Company History

        On January 11, 2002, we completed a recapitalization that raised $20 million in cash by retiring $91.1 million of our 9¹/4% Senior Subordinated Notes due 2008, and issuing $59.3 million of our 14% notes due 2006 and $35.0 million of Series D preferred stock.

28

        In March 1998, APCOA acquired 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. These entities are referred to in this prospectus as "Standard". The consideration for Standard consisted of $65.0 million in cash, 5.01 shares of APCOA's common stock (16% of our common stock 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. In addition, on March 30, 1998, APCOA paid to Standard's owners $2.8 million, generally representing Standard's earnings from January 1, 1998 through the date of the combination, plus Standard's cash on hand at such time.

        We have in the past pursued a strategy of growth through acquisition. On January 22, 1998, we acquired the assets of Huger Parking Company, LLC for $1.0 million in cash and notes aggregating $3.25 million. On May 1, 1998, we acquired the remaining 76% interest in Executive Parking Industries LLC, through the acquisition of its parent company, for $7.0 million in cash. On June 1, 1998, we completed the acquisition of Century Parking, Inc. and Sentry Parking Corporation for $5.8 million in cash at closing and $0.7 million paid on June 2, 2001. In addition, on September 1, 1998 we acquired the capital stock of Virginia Parking Services, Inc. for $2.7 million in cash including direct costs, and a future payout of up to $1.25 million. On April 1, 1999, we acquired the assets of Pacific Rim Parking, Inc., in Los Angeles for $0.75 million in cash and up to $0.75 million in non-interest bearing notes payable over five years. On May 1, 1999, we acquired various contracts of System Parking Inc. in Atlanta for $0.25 million in cash. Effective as of July 1, 1999, we 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. There can be no assurance as to our ability to effect future acquisitions, nor as to the effect of any such acquisition on our operations, financial condition and profitability. 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 before acquisition were not material relative to our consolidated results.

Summary of Operating Facilities

        The following table reflects our facilities on the dates indicated:

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

        Our 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 shown in the table above followed this strategy.

29

Results of Operations

        The following information should be read in conjunction with the Condensed 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 income (loss)			(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 our gross margins, 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 our clients. Several management contracts, however, which are referred to as reverse management contracts, require us 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.

        The attacks that occurred on September 11th had an immediate effect on our business at all of the 74 airports that we operate and, to a lesser extent, at isolated urban facilities near governmental institutions. Although business at airports had been declining before the September 11th attacks, an immediate significant decrease in airport revenues occurred following those events. Parking revenue at our airports declined 45.3% during the period of September 16 through 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. We do 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 our gross profit.

        Our results for the year ended December 31, 2001, reflect depreciation and amortization expense of $15.5 million. We estimate that, with the application of SFAS No. 142 for goodwill and other

30

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, we 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 parking services related to them, as all costs are reimbursable to us. However, several contracts, which are referred to as reverse management contracts, require us 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.    We 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

31

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).    We 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 us.

        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 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 us. However, several contracts, which are referred to as reverse management contracts, require us 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 our infrastructure investment in the first half of 2000.

32

        Other special charges.    We recorded $4.6 million of other special charges during 2000. The charges 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 our old senior credit facility. Minority interests 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.

Comparison of Results of Operations on a Combined Basis

        The following supplementary information is provided to enhance the analysis of results of operations. The results presented below represent the combined historical results of APCOA and Standard for the periods presented, without pro forma adjustments for the impact of the acquisition of Standard. These combined results do not purport to represent what the actual results would have been if the acquisition had occurred at the beginning of 1998.

		Year Ended December 31,
		1999		1998
		(in thousands)
Gross customer collections		$	1,369,319	$	1,103,000
Parking services revenue:
	Lease contracts	$	196,441	$	174,613
	Management contracts		51,458		35,463
			247,899		210,076
Cost of parking services:
	Lease contracts		172,217		155,275
	Management contracts		20,877		11,144
			193,094		166,419
General and administrative expenses			32,453		25,524
Operating income before depreciation, amortization and special charges		$	22,352	$	18,133

Liquidity and Capital Resources

        On January 11, 2002, we completed a restructuring of our publicly issued debt. We exchanged $91.1 million of our outstanding 9¹/4% notes due 2008 for $59.3 million of our newly issued 14% senior subordinated second lien notes due 2006 and shares of our newly issued Series D preferred stock. As part of these transactions, we also received $20.0 million in cash. The cash was used to repay borrowings under our old credit facility, repurchase shares of existing redeemable Series C preferred stock owned by our parent company and pay expenses incurred in connection with the Transactions (including approximately $3.0 million to our parent company as a transaction advisory fee).

        As a result of day-to-day activity at the parking locations, we collect significant amounts of cash. Lease contract revenue is generally deposited into our local bank accounts, with a portion remitted to our clients in the form of rental payments according to the terms of the leases. Under management contracts, some clients require us to deposit the daily receipts into one of our local bank accounts, with the cash in excess of our operating expenses and management fees remitted to the clients at negotiated intervals. Other clients require us to deposit the daily receipts into client accounts and the clients then

33

reimburse us for operating expenses and pay our 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 us and deposited into banks in one of three methods, which impact our investment in working capital:

•

locations with revenues deposited into our bank accounts reduce our investment in working capital,


•

locations that have segregated accounts generally require no investment in working capital and


•

accounts where the revenues are deposited into the clients' accounts increase our investment in working capital.

        Our average investment in working capital depends on our contract mix. For example, an increase in contracts that require 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.

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

        We are 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^th 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, we had provided $3.0 million in letters of credit to collateralize our current performance bond program. We expect that we will have to provide additional collateral as the current bonds reach their respective expiration dates. While we expect that we will be able to provide sufficient collateral, given the market conditions, there can be no assurance that we will be able to do so.

        Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our senior credit facility will be adequate to meet our future liquidity needs through the maturity of our amended senior credit agreement.

        Our 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, we may continue to experience a reduction in our revenue and cash flow from these operations.

        Consequently, we cannot assure you that our cash flow from operations, combined with additional borrowings under our senior credit facility and any future credit facility, will be available in an amount sufficient to enable us to repay our indebtedness, including the 9¹/4% notes or the new notes, or to fund our other liquidity needs or planned capital expenditures. At March 31, 2002, our borrowings against our senior credit facility aggregated $25.5 million. We may need to refinance all or a portion of our indebtedness, including our senior credit facility and possibly including the new notes, on or before their respective maturities. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facility and the new notes, on commercially reasonable terms or at all.

34

Fiscal 2001 Compared to Fiscal 2000.

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

Fiscal 2000 Compared to Fiscal 1999

        We 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 our bank accounts 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.

        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.

        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 old senior credit facility, which was partially offset by repayments on long-term borrowings and joint venture borrowings of $1.3 million. In addition, we incurred additional debt issuance costs of $0.3 million in connection with amendments to our old senior credit facility.

Other Liquidity and Capital Resources Information

        We entered into an amended and restated credit agreement as of January 11, 2002 with the LaSalle Bank National Association and Bank One, N.A., (the lenders under our prior senior credit facility) that restructures our prior $40.0 million senior credit facility. This senior credit 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. We utilize the senior credit facility to provide readily

35

accessible cash for working capital purposes and general corporate purposes and to provide standby letters of credit. Our senior credit 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 senior credit 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 senior credit facility includes covenants that limit our ability to incur additional indebtedness, issue preferred stock or pay dividends and contains 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 our common stock owned by our parent company and by all other existing and after-acquired property of our parent company. At March 28, 2002 we had $3.0 million of letters of credit outstanding under our senior credit facility and borrowings against our senior credit facility aggregated $28.0 million.

        At December 31, 2001 our old 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 our option, either on LIBOR, the overnight federal funds rate, or the bank's base rate. At December 31, 2001, we had $3.0 million of letters of credit outstanding under the old credit facility and borrowings against the old credit facility aggregated $28.6 million. The old credit 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 old credit facility was amended on May 12, 2000, with the principal change to the agreement relating to the definition of a change in control. The old credit 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 old credit 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 old credit facility was amended as of September 30, 2001, with the principal changes to the agreement providing for revisions to certain financial covenants.

        We have significant indebtedness. As of December 31, 2001, we had indebtedness under our 9¹/4% notes, the old 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, our indebtedness under our 9¹/4% notes, the senior credit facility, 14% notes, joint venture debentures, capital lease obligations and other asset financing would have totaled $150.8 million.

        Our ability to meet our anticipated future requirements for working capital, capital expenditures, scheduled payments of interest and principal on our indebtedness depends on our future performance, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond our control. Based upon the current level of operations and anticipated growth, we believe that, together with available borrowings under our senior credit facility, our cash flow and available liquidity will be adequate to meet our anticipated requirements up to the expiration date of the senior credit facility. However, there can be no assurance that our business will generate sufficient cash flow or that future borrowings will be available in an amount sufficient to enable us to meet our future requirements, or that any refinancing of existing indebtedness would be available on commercially reasonable terms, or at all.

36

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

        If we identify investment opportunities requiring cash in excess of our cash flows and existing cash, we may borrow under our senior credit facility.

        In January 1999, we completed the combination of the insurance programs of APCOA and Standard into one program. In conjunction therewith, we 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 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.

        We have in the past pursued a strategy of growth through acquisition. On April 1, 1999, we acquired the assets of Pacific Rim Parking, Inc. in Los Angeles for $0.75 million in cash and up to $0.75 million in non-interest bearing notes payable over five years. On May 1, 1999, we acquired various contracts of System Parking Inc. in Atlanta for $0.25 million in cash. Effective as of July 1, 1999 we 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 our consolidated results. There can be no assurance as to our ability to effect future acquisitions, nor as to the effect of any such acquisition on our 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 a redeemable 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.

        The accounting for this exchange under FAS 15 will 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.

37

BUSINESS

The Company

        We are a leading national provider of parking facility management services. We provide 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, we managed 1,958 parking facilities, containing approximately 1,026,000 parking spaces in over 260 cities across the United States and Canada. Our 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.

        We believe that our superior management services coupled with our focus on increasing our leading market share in select core cities helps to maximize profitability per parking facility. We believe that we enhance our leading position by providing:

•

Ambiance in Parking®, an approach to parking that includes a number of on-site, value-added services and amenities;

•

service enhancing information technology, including Client View®, a proprietary client reporting system which allows us to provide clients with real-time access to site-level financial and operating information; and

•

award-winning training programs for on-site employees that promote customer service and client retention. We believe that these services distinguish us from our competitors.

        Our 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, we manage 151 parking operations at 74 airports, including many of the major airports in North America.

        We do not own any parking facilities and, as a result, we assume few of the risks of real estate ownership. We operate our clients' parking properties through two types of arrangements: management contracts and leases. Under a management contract, we typically receive a base monthly fee for managing the property, and we may also receive a small incentive bonus based on the achievement of facility revenues above a set amount, among other factors. In some instances, we also receive 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 us. Under lease arrangements, we generally pay either a fixed annual rental, a percentage of gross customer collections or a combination thereof to the property owner. We collect all revenues under lease arrangements and are responsible for most operating expenses, but we are typically not responsible for major maintenance or capital expenditures. As of December 31, 2001, we operated approximately 83% of our 1,958 parking facilities under management contracts and approximately 17% under leases. Renewal rates for our management contracts and leases averaged approximately 90% for the three years ended December 31, 2001.

The Industry

        The International Parking Institute, a trade organization of parking professionals, estimated that as of December 31, 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

38

required to compete with larger providers. We expect this trend will continue and will provide significant opportunities for us 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 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, 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. We feel that we are well positioned to take advantage of these developments both because of our reputation for high-quality services, our broad geographic scope and our 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

39

municipalities, hospitals and universities, to focus on their core competencies while turning their parking facilities into revenue sources. We believe 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, we believe significant opportunities exist for national parking facility managers to consolidate smaller local or regional operators. We believe 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, we believe that we will be able to increase our market share cost effectively through strategic acquisitions, winning new clients from our competitors and enhancing our competitive position within our core cities.

Business Strategy

        We believe that our innovative parking facility amenities, value added services and experienced management, coupled with our service-enhancing information technology and reporting systems, strengthens our position as a leading provider of parking services. Specific elements of our business strategy include:

        Growing our Contract Portfolio in Core Cities.    We believe we have a leading market share in our core cities. Our reputation for premium service, our local market knowledge and our management infrastructure, allows us to retain existing contracts and compete aggressively for new business in these core cities. We intend to increase our 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, we have grown our total number of locations from 1,826 to 1,958, including sites acquired through acquisitions, representing a compound annual growth rate of approximately 7%. We are also using our success in these core cities to expand our services to include on-street parking, university campus parking and hospital parking.

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

        Expanding Leading Client Base.    Our 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 provides us with opportunities to leverage these relationships to expand to new locations and develop new core cities. In addition, our 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.    Our goal is to provide a uniformly high level of service across all of the facilities we manage, characterized by clean, well-lit, secure and pleasant surroundings, attractive graphics and signage, and a professional, courteous and well dressed staff. Our employees

40

undergo an award-winning training program to ensure that they provide the highest level of customer service. We offer 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 our Ambiance in Parking® program.

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

Ambiance in Parking®

        We offer a comprehensive package of on-site parking services and amenities, which we call Ambiance in Parking®. The package includes:

        Patented Musical Theme Floor Reminder System.    Our 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 which we provide free-of-charge for monthly parkers.

Films-To-Go® is a videotape library which we provide 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.

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, our 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.    We offer 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

        Our information technology provides valuable benefits to our clients. Client View®, a proprietary Windows®-based client reporting system, allows our clients to access, on a real-time basis, site-level financial and operating information.

        We have created advanced information systems that connect local offices across the country to our corporate office. These systems include accounting and financial management and reporting practices,

41

general operating procedures, training, employment policies, cash controls, marketing procedures and visual image. We believe that our standardized systems and controls enhance our ability to successfully expand our 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 our proprietary software tools, enhances the performance of the parking facilities we manage. 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.

        We believe that automation and technology can enhance customer convenience, lower labor costs, improve cash management and increase overall profitability. We have been a leader in the field of introducing automation and technology to the parking business and we were 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 our 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 we believe that existing regulations may be relaxed in the future, new regulations may nevertheless prevent us from using a number of existing 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.

        Our business is not otherwise substantially affected by direct governmental regulation, although both municipal and state authorities sometimes directly regulate parking facilities. We are 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 our business.

        We collect and remit sales/parking taxes and file tax returns for and on behalf of us and our clients. We are affected by laws and regulations that may impose a direct assessment on us for failure to remit sales/parking taxes and filing of tax returns for and on behalf of our 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, we may be potentially liable for any such costs. Although we are currently aware of a threatened environmental claim in the State of Washington by a private party, we are not currently aware of any material environmental claims pending or threatened against us or any of the parking facilities which we operate, there can be no assurance that a material environmental claim will not be asserted against us or against the parking facilities which we operate. The cost of defending against claims of liability, or of remediating a contaminated property, could have a material adverse effect on our financial condition or results of operations.

42

        Various other governmental regulations affect our 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, we generally require 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 we would not be held liable despite assumption of responsibility for such liability by the property owner. Management believes that the parking facilities we operate are in substantial compliance with ADA requirements.

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, we have registered the names and, as applicable, the logos of all of our material subsidiaries and divisions 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. We have also obtained a United States patent for our Multi-Level Vehicle Parking Facility, a musical theme floor reminder system that expires in 2005, and trademark protection for our proprietary parker programs, such as Books-To-Go®, Films-To-Go®, Little Parkers™ and Ambiance in Parking®. Proprietary software developed by us, 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. We face direct competition for additional facilities to manage or lease, while our facilities themselves compete with nearby facilities for our parking customers and in the labor market generally for qualified employees. Moreover, the construction of new parking facilities near our existing facilities can adversely affect our business.

        We compete for additional facilities with a variety of other companies. Although there are relatively few large, national parking companies that compete with us, we also face 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 us. Some of our present and potential competitors have or may obtain greater financial and marketing resources than we have or can obtain, which may negatively impact our ability to retain existing contracts and gain new contracts.

Parking Facilities

        We operate parking facilities in 43 states, Washington, D.C. and three provinces of Canada pursuant to management contracts or leases. We do not currently own any parking facilities. The following table summarizes certain information regarding our 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

43

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
Connecticut	Airports, Greenwich and Stamford	9	1	10	8,500	850	9,350
District of Columbia	Washington, D.C.		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 and Rochester	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

44

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

        We have interests in 19 joint ventures that each operates between one and three parking facilities. We are 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."

        We lease approximately 45,000 square feet of office space for our 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 we have a right of first refusal on 24,000 square feet more. We believe that the leased facility, together with our expansion options, is adequate to meet our current and foreseeable future needs.

        We also lease regional offices. These lease agreements generally include renewal and expansion options, and we believe that these facilities are adequate to meet our current and foreseeable future needs.

Legal Proceedings

        We are 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. We consider these claims and legal proceedings to be routine and incidental to our business, and in the opinion of management, the ultimate liability with respect these proceedings and claims will not materially affect our financial position, operations or liquidity.

Employees

        As of December 31, 2001, we employed approximately 13,600 individuals, including approximately 7,800 full-time and 5,800 part-time employees. Approximately 25% of our employees are covered by collective bargaining agreements. No single collective bargaining agreement covers a material number of our employees. We believe that our employee relations are good.

45

THE EXCHANGE OFFER

Background and Purpose of the Exchange Offer

        We issued the unregistered notes on January 11, 2002, in a private placement to a limited number of qualified institutional buyers, institutional "accredited investors", as defined under the Securities Act, and to persons in offshore transactions in reliance on Regulation S. In connection with this issuance, we entered into the indenture and the registration rights agreement, pursuant to which we agreed to:

•

file with the SEC an exchange offer registration statement under the Securities Act with respect to the unregistered notes within 90 days from the issue date of the unregistered notes;



•

use our reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 180 days from the issue date of the unregistered notes;



•

keep the exchange offer open for a period of not less than 30 business days (or longer if required by applicable law) after the date the notice of the exchange offer is mailed to holder of the unregistered notes; and



•

cause the exchange offer to be consummated no later than the 30^th business day after it is declared effective under the Securities Act.

        Except as discussed below, upon the consummation of the exchange offer, we will have no further obligations to register your unregistered notes. As soon as practicable after 5:00 p.m., New York City time on                        , 2002, unless we decide to extend this expiration date, the exchange offer will be consummated when we:

•

accept for exchange your unregistered notes tendered and not validly withdrawn pursuant to the exchange offer, and



•

deliver to the trustee for cancellation all your unregistered notes accepted for exchange and issue to you registered notes equal in principal amount to the principal amount of the unregistered notes surrendered by you.

Representations

        We need representations from you before you can participate in the exchange offer. To participate in the exchange offer, we require that you represent to us that:

•

you are acquiring the registered notes in the ordinary course of your business;



•

neither you nor any other person acting on your behalf is engaging in or intends to engage in a distribution of your registered notes;



•

neither your nor any other person acting on your behalf has an arrangement or understanding with any person to participate in the distribution of the registered notes;



•

neither you nor any other person acting on your behalf is an "affiliate" of APCOA/Standard Parking, Inc. or any of our subsidiaries, as defined under Rule 405 of the Securities Act; and



•

if you or any other person acting on your behalf is a broker-dealer, you will receive registered notes for your own account and your registered notes were acquired as a result of market-making activities or other trading activities, and you will be required to acknowledge that you will deliver a prospectus in connection with any resale of your registered notes.

46

Resale of the Registered Notes

        If you make the representations that we discuss above and participate in the exchange offer, we believe that you may offer, sell or otherwise transfer your registered notes to another party without further registration of your registered notes or delivering a prospectus.

        We base our belief upon existing interpretations by the SEC's staff contained in several "no-action" letters to third-parties unrelated to us. If you tender your unregistered notes in the exchange offer for the purpose of participating in a distribution of registered notes, you cannot rely on this interpretation by the Commission's staff, and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. If you are a broker-dealer that receives registered notes for your own account in exchange for your unregistered notes, whether the registered notes were acquired by you as a result of market-making activities or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of your registered notes.

Terms of the Exchange Offer

        We will accept any validly tendered unregistered notes which are not withdrawn before 5:00 p.m., New York City time, on the expiration date. Registered notes will be issued in denominations of $100 principal amount and integral multiples of $100 in exchange for each $100 principal amount of unregistered notes; provided, that to the extent that the amount of registered notes to be issued to tendering holders of unregistered notes is greater than $1,000 in principal amount, the registered notes shall be issued in multiples of $1,000 and integral multiples of $1,000 in exchange for each $1,000 principal amount of unregistered notes, with the remaining principal amount issued in denominations of $100 principal amount and integral multiples of $100. You may tender some or all of your unregistered notes in the exchange offer.

        The form and terms of the registered notes will be the same as the form and terms of your unregistered notes except that:

•

interest on the registered notes will accrue from the last interest payment date on which interest was paid on your unregistered notes and



•

the registered notes have been registered under the Securities Act and will not bear a legend restricting their transfer.

        The registered notes will evidence the same indebtedness as the unregistered notes, which they replace. The registered notes will be issued under, and be entitled to the benefits of, the same indenture that authorized the issuance of the unregistered notes. As a result, both the registered notes and the unregistered notes will be treated as a single class of debt securities under the indenture. The exchange offer does not depend upon any minimum aggregate principal amount of unregistered notes being surrendered for exchange.

        This prospectus, together with the letter of transmittal you received with this prospectus, is being sent to you and to others believed to have beneficial interests in the unregistered notes. You do not have any appraisal or dissenters' rights under the General Corporation Law of the State of Delaware or under the indenture governing your unregistered notes. We intend to conduct the exchange offer in compliance with the requirements of the Exchange Act and the rules and regulations of the SEC.

        We will have accepted your validly tendered unregistered notes when we have given oral or written notice to the Exchange Agent, which will occur as soon as practicable after the expiration date. The Exchange Agent will act as agent for you for the purpose of receiving the registered notes from us. If the Exchange Agent does not accept your tendered unregistered notes for exchange because of an invalid tender or other valid reason, the Exchange Agent will return the certificates, if any, without

47

expense, to you as promptly as practicable after the expiration date. Certificates, if any, for registered notes will likewise be sent to you as promptly as practicable following our acceptance of the tendered unregistered notes following the expiration date.

        You will not be required to pay brokerage commissions, fees or transfer taxes in the exchange of your unregistered notes. We will pay all charges and expenses other than any taxes you may incur in connection with the exchange offer.

        In consideration for issuing the registered notes as contemplated in this prospectus, we will receive in exchange the unregistered notes in like principal amount. The unregistered notes surrendered in exchange for the registered notes will be retired and cancelled and cannot be reissued.

Expiration Date; Extensions; Termination; Amendments

        The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2002, unless we extend the expiration date. In any event, we will hold the exchange offer open for at least twenty business days. In order to extend the exchange offer, we will issue a notice by press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We reserve the right, in our sole discretion:

•

to delay accepting your unregistered notes;



•

to extend the exchange offer;



•

to terminate the exchange offer if any of the conditions have not been satisfied by giving oral or written notice of any delay, extension or termination to the Exchange Agent; or



•

to amend the terms of the exchange offer in any manner.

Conditions to the Exchange Offer

        We will decide all questions as to the validity, form, eligibility, acceptance and withdrawal of tendered unregistered notes, and our determination will be final and binding on you. We reserve the absolute right to reject any and all unregistered notes not properly tendered or reject any unregistered notes which would be unlawful in the opinion of our counsel. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular unregistered notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in a letter of transmittal, will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of unregistered notes as we determine. Although we intend to notify you of defects or irregularities with respect to tenders of your unregistered notes, we, the Exchange Agent or any other person will not incur any liability for failure to give any notification. Your tender of unregistered notes will not be deemed to have been made until any defects or irregularities have been cured or waived. Any of your unregistered notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to you, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

        We reserve the right to purchase or make offers for any unregistered notes that remain outstanding after the expiration date or to terminate the exchange offer and, to the extent permitted by applicable law, purchase unregistered notes in the open market, in privately negotiated transactions or otherwise. The terms of any of these purchases or offers could differ from the terms of the exchange offer.

48

        These conditions are for our sole benefit, and we may assert or waive them at any time or for any reason. Our failure to exercise any of our rights will not be a waiver of our rights.

        We will not accept for exchange any unregistered notes you tender, and no registered notes will be issued to you in exchange for your unregistered notes, if at that time any stop order is threatened or in effect with respect to the registration statement or the qualification of the indenture relating to the registered notes under the Trust Indenture Act of 1939. We are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

        In all cases, issuance of registered notes to you will be made only after timely receipt by the Exchange Agent of

•

a book entry confirmation of your unregistered notes into the Exchange Agent's account at the book-entry transfer facility or certificates for your unregistered notes;



•

with respect to DTC and its participants, electronic instructions of the holder agreeing to be bound by the letter of transmittal or a properly completed and duly executed letter of transmittal; and



•

all other required documents.

        In the case of unregistered notes tendered by book-entry transfer into the Exchange Agent's account at the book-entry transfer facility under the book-entry transfer procedures described below, your non-exchanged unregistered notes will be credited to an account maintained with the book-entry transfer facility. If we do not accept any of your tendered unregistered notes for a valid reason or if you submit your unregistered notes for a greater principal amount than you desire to exchange, we will return any unaccepted or non-exchanged unregistered notes to you at our expense. This will occur as promptly as practicable after the expiration or termination of the exchange offer for your unregistered notes.

        Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue registered notes to you in exchange for, any of your unregistered notes and may terminate or amend the exchange offer if at any time before the acceptance of your unregistered notes for exchange or the exchange of the registered notes for your unregistered notes, we determine that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

Procedures for Tendering

        Only you may tender your unregistered notes in the exchange offer. Except as stated under "—Book-Entry Transfer," to tender your unregistered notes in the exchange offer, you must:

•

complete, sign and date the enclosed letter of transmittal, or a copy of it;



•

have the signature on the letter of transmittal guaranteed if required by the letter of transmittal; and



•

mail, fax or otherwise deliver the letter of transmittal or copy to the Exchange Agent before the expiration date.

        In addition, either:

•

the Exchange Agent must receive a timely confirmation of a book-entry transfer of your unregistered notes, if that procedure is available, into the account of the Exchange Agent at DTC (the "Book-Entry Transfer Facility") under the procedure for book-entry transfer described below before the expiration date;

49

•

the Exchange Agent must receive certificates for your unregistered notes and the letter of transmittal before the expiration date; or



•

you must comply with the guaranteed delivery procedures described below.

        For your unregistered notes to be tendered effectively, the Exchange Agent must receive a valid agent's message through DTC's Automatic Tender Offer Program, or ATOP, system or a letter of transmittal and other required documents before the expiration date.

        If you do not withdraw your tender before the expiration date, it will constitute an agreement between you and us in compliance with the terms and conditions in this prospectus and in the letter of transmittal.

        THE METHOD OF DELIVERY OF YOUR UNREGISTERED NOTES, A LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND RISK. INSTEAD OF DELIVERY BY MAIL, WE RECOMMEND THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. DO NOT SEND A LETTER OF TRANSMITTAL OR UNREGISTERED NOTES DIRECTLY TO US. YOU MAY REQUEST YOUR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO MAKE THE EXCHANGE ON YOUR BEHALF.

        Each broker-dealer that receives registered notes for its own account in exchange for unregistered notes, where the unregistered notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the registered notes. See "Plan of Distribution."

Procedure if the Unregistered Notes Are Not Registered in Your Name

        If you are a beneficial owner whose unregistered notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you want to tender your unregistered notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you want to tender on your own behalf, you must, before completing and executing a letter of transmittal and delivering your unregistered notes, either make appropriate arrangements to register ownership of the unregistered notes in your name or obtain a properly completed bond power or other proper endorsement from the registered holder. We urge you to act immediately since the transfer of registered ownership may take considerable time.

Book-Entry Tender

        The Exchange Agent will make requests to establish accounts at the book-entry transfer facility for purposes of the exchange offer within two business days after the date of this prospectus. If you are a financial institution that is a participant in the book-entry transfer facility's systems, you may make book-entry delivery of your unregistered notes being tendered by causing the book-entry transfer facility to transfer your unregistered notes into the Exchange Agent's account at the book-entry transfer facility in compliance with the appropriate procedures for transfer. However, although you may deliver your unregistered notes through book-entry transfer at the book-entry transfer facility, you must transmit, and the Exchange Agent must receive, a letter of transmittal or copy of the letter of transmittal, with any required signature guarantees and any other required documents, except as discussed in the following paragraph, on or before the expiration date or the guaranteed delivery below must be complied with.

        DTC's ATOP is the only method of processing the exchange offer through DTC. To accept the exchange offer through ATOP, participants in DTC must send electronic instructions to DTC through

50

DTC's communication system instead of sending a signed, hard copy letter of transmittal. DTC is obligated to communicate those electronic instructions to the Exchange Agent. To tender your unregistered notes through ATOP, the electronic instructions sent to DTC and transmitted by DTC to the Exchange Agent must contain the participant's acknowledgment of its receipt of and agreement to be bound by the letter of transmittal for your unregistered notes.

Signature Requirements and Signature Guarantees

        Unless you are a registered holder who requests that your registered notes be mailed to you and issued in your name or unless you are a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program, the Stock Exchange Medallion Program or an "Eligible Guarantor Institution" within the meaning of Rule 17Ad-15 under the Exchange Act, each an "Eligible Institution," you must guarantee your signature on a letter of transmittal or a notice of withdrawal by an Eligible Institution.

        If a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity signs the letter of transmittal or any notes or bond powers on your behalf, that person must indicate their capacity when signing and submit satisfactory evidence to us with the letter of transmittal demonstrating their authority to act on your behalf.

Guaranteed Delivery Procedures

        If you are a registered holder of unregistered notes and desire to tender your unregistered notes, and the procedure for book-entry transfer cannot be completed on a timely basis, your unregistered notes are not immediately available or time will not permit your unregistered notes or other required documents to reach the Exchange Agent before the expiration date, you may tender your unregistered notes if:

•

the tender is made through an Eligible Institution;



•

before the expiration date, the Exchange Agent receives from an eligible institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, in the form provided by us;



•

a book-entry confirmation or the certificates for all physically tendered unregistered notes, in proper form for transfer, and all other documents required by the applicable letter of transmittal are received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery; and



•

the notice of guaranteed delivery states your name and address and the amount of unregistered notes you are tendering, that your tender is being made thereby and you guarantee that within three NYSE trading days after the date of execution of the notice of guaranteed delivery, a book-entry confirmation or the certificates for all physically tendered unregistered notes, in proper form for transfer, and any other documents required by the applicable letter of transmittal will be deposited by the Eligible Institution with the Exchange Agent.

Beneficial Owner Instructions to Holders of Unregistered Notes

        Only a holder whose name appears on a DTC security position listing as a holder of unregistered notes, or the legal representative or attorney-in-fact of this holder, may execute and deliver the letter of transmittal.

        Holders of unregistered notes who are not registered holders of, and who seek to tender, unregistered notes should (i) obtain a properly completed letter of transmittal for such unregistered

51

notes from the registered holder with signatures guaranteed by an Eligible Institution and obtain and include with such letter of transmittal unregistered notes properly endorsed for transfer by the registered holder thereof or accompanied by a written instrument or instruments of transfer or exchange from the registered holder with signatures on the endorsement or written instrument or instruments of transfer or exchange guaranteed by an Eligible Institution or (ii) effect a record transfer of such unregistered notes and comply with the requirements applicable to registered holders for tendering unregistered notes before 5:00 p.m., New York City time, on the expiration and date. Any unregistered notes properly tendered before 5:00 p.m., New York City time, on the expiration date accompanied by a properly completed letter of transmittal will be transferred of record by the registrar either prior to or as of the expiration date at our discretion. We have no obligation to transfer any unregistered notes from the name of the registered holder of the note if we do not accept these unregistered notes for exchange.

        Tendering holders should indicate in the applicable box in the letter of transmittal the name and address to which payment of accrued and unpaid interest in cash on the unregistered notes, certificates evidencing registered notes and/or certificates evidencing unregistered notes for amounts not accepted for tender, each as appropriate, are to be issued or sent, if different from the name and address of the person signing the letter of transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated and a substitute Form W-9 for this recipient must be completed. If these instructions are not given, the payments, including accrued and unpaid interest in cash on the unregistered notes, registered notes or unregistered notes not accepted for tender, as the case may be, will be made or returned, as the case may be, to the registered holder of the unregistered notes tendered.

        Issuance of registered notes in exchange for unregistered notes will be made only against deposit of the tendered unregistered notes.

        We will decide all questions as to the validity, form, eligibility, acceptance and withdrawal of tendered unregistered notes, and our determination will be final and binding on you. We reserve the absolute right to reject any and all unregistered notes not properly tendered or reject any unregistered notes which would be unlawful in the opinion of our counsel. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular unregistered notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in a letter of transmittal, will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of unregistered notes as we determine. Although we intend to notify you of defects or irregularities with respect to tenders of your unregistered notes, we, the Exchange Agent or any other person will not incur any liability for failure to give any notification. Your tender of unregistered notes will not be deemed to have been made until any defects or irregularities have been cured or waived. Any of your unregistered notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to you, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

Acceptance of Unregistered Notes for Exchange; Delivery of Registered Notes

        As further described in and otherwise qualified by this prospectus, we will accept all unregistered notes validly tendered before 5:00 p.m., New York City time, on the expiration date and not validly withdrawn. The acceptance for exchange of unregistered notes validly tendered and not validly withdrawn and the delivery of registered notes and the payment of any accrued and unpaid interest on the unregistered notes will be made as promptly as practicable after the expiration date. Subject to rules promulgated pursuant to the Securities Exchange Act of 1934, we expressly reserve the right to delay acceptance of any of the unregistered notes or to terminate the exchange offer and not accept for exchange any unregistered notes not theretofore accepted if any of the conditions set forth under the

52

heading "—Conditions to the Exchange Offer" shall not have been satisfied or waived by us. We will deliver registered notes and make payments in cash of accrued and unpaid interest on the unregistered notes in exchange for unregistered notes pursuant to the exchange offer promptly following acceptance of the unregistered notes. In all cases, exchange for unregistered notes accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the Exchange Agent of unregistered notes (or confirmation of book-entry transfer thereof) and a properly completed and validly executed Letter of Transmittal (or a manually signed facsimile thereof) or, in the case of book-entry transfer, an Agent's Message and any other documents required thereby.

        For purposes of the exchange offer, we shall be deemed to have accepted validly tendered and not properly withdrawn unregistered notes when, as and if we give oral or written notice thereof to the Exchange Agent. The Exchange Agent will act as agent for the tendering holders of unregistered notes for the purposes of receiving the registered notes from us and transmitting new notes to the tendering holders. Under no circumstances will any additional amount be paid by us or the Exchange Agent by reason of any delay in making such payment or delivery.

        If, for any reason whatsoever, acceptance for exchange of any unregistered notes tendered pursuant to the exchange offer is delayed, or we are unable to accept for exchange unregistered notes tendered pursuant to the exchange offer, then, without prejudice to our rights set forth herein, the Exchange Agent may nevertheless, on behalf of us and subject to rules promulgated pursuant to the Exchange Act, retain tendered unregistered notes, and such unregistered notes may not be withdrawn except to the extent that the tendering holder of such unregistered notes is entitled to withdrawal rights as described herein. See "—Withdrawal Rights."

        If any tendered unregistered notes are not accepted for exchange because of an invalid tender, the occurrence or non-occurrence of certain other events set forth herein or otherwise, then such unaccepted unregistered notes will be returned, at our expense, to the tendering holder thereof as promptly as practicable after the expiration date or the termination of the applicable exchange offer therefor.

        No alternative, conditional or contingent tenders will be accepted. A tendering holder, by execution of a letter of transmittal, or facsimile thereof, waives all rights to receive notice of acceptance of such holder's unregistered notes for exchange.

53

Withdrawal Rights

        You may withdraw your tender of your unregistered notes at any time before 5:00 p.m., New York City time, on the expiration date.

        For your withdrawal to be effective, an electronic ATOP transmission or, for non-DTC participants, written notice of withdrawal must be received by the Exchange Agent at its address found in this prospectus before 5:00 p.m., New York City time, on the expiration date.

        Your notice of withdrawal must:

•

specify your name;



•

identify your unregistered notes to be withdrawn, including the certificate number or numbers, if any, and principal amount of your unregistered notes;



•

be signed by you in the same manner as the original signature on the letter of transmittal by which your unregistered notes were tendered or be accompanied by documents of transfer sufficient to have the trustee of your unregistered notes register the transfer of your unregistered notes into your name; and



•

specify the name in which your unregistered notes are to be registered, if you do not want your unregistered notes registered in your name.

        We will determine all questions as to the validity, form and eligibility, including time of receipt, of your notice, and our determination will be final and binding on all parties. Any unregistered notes you withdraw will not be considered to have been validly tendered. We will return your unregistered notes which have been tendered but not exchanged for any reason without cost to you as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender your properly withdrawn unregistered notes by following one of the above procedures before the expiration date.

Consequences of Failure to Exchange

        Any unregistered notes not tendered under the exchange offer will remain outstanding and continue to accrue interest. The unregistered notes will remain "restricted securities" within the meaning of the Securities Act and will remain subject to existing transfer restrictions. Accordingly, before the date that is one year after the later of the issue date and the last date on which we or any of our affiliates was the owner of the unregistered notes, the unregistered notes may be resold only

•

to us or our affiliates,



•

inside 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) in a transaction meeting the requirements of Rule 144A,



•

inside the united States to an institutional accredited investor that, prior to such transfer, furnishes to the trustee a signed letter containing certain representations and agreements relating to the restrictions on transfer of the unregistered notes, the form of which you can obtain from the trustee and, if such transfer is in respect of an aggregate principal amount of old notes at the time of transfer of less than $250,000, an opinion of counsel acceptable to us.



•

outside the United States in a transaction that complies with Rule 903 or Rule 904 under the Securities Act,

54

•

pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), or



•

under an effective registration statement under the Securities Act, subject in each of the foregoing cases to compliance with applicable state securities laws.

        As a result, the liquidity of the market for non-tendered unregistered notes could be adversely affected upon completion of the exchange offer.

Additional Registration Rights

        Under some circumstances, we may be required to file a shelf registration statement covering resales of the unregistered notes. This requirement will be triggered if:

•

because of any change in law or interpretations thereof by the staff of the SEC, we are not permitted to effect the exchange offer,



•

this exchange offer is not consummated by the 30^th business day after the effective date,



•

the dealer manager of our previous exchange offer so requests, with respect to unregistered notes held by it that are not eligible to be exchanged for registered notes in this exchange offer, or



•

any holder (other than an exchanging dealer) who not eligible to participate in the exchange offer, or an eligible holder (other than an exchanging dealer) who does participate in the exchange offer and does not receive registered notes, so requests, provided such request is in writing and made within 20 days of the confirmation of the exchange offer.

        We will use our reasonable best efforts to (1) file a shelf registration statement with the SEC within 45 days of the occurrence of one of the events described above, and (2) cause such shelf registration statement to be declared effective no later than 90 days after the occurrence of one of the events described above. We will also use our reasonable best efforts to keep the shelf registration statement continuously effective until the shortest of (1) two years, (2) all the notes covered by the shelf registration statement have been sold pursuant thereto, and (3) the unregistered notes are no longer restricted securities (as defined in Rule 144 under the Securities Act). The shelf registration statement will allow the offer and sale of the unregistered notes by the holders of the unregistered notes from time to time in accordance with the methods of distribution set out in such shelf registration statement and as required by Rule 415 under the Securities Act.

        If:

•

we fail to file any of the registration statements required by the registration rights agreement on or before the date specified for this filing,



•

any of such registration statements is not declared effective by the SEC on or before the date specified in the registration rights agreement for such effectiveness,



•

we fail to consummate the exchange offer within 30 business days of the effectiveness of this registration statement, or



•

the shelf registration statement or the exchange offer registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of unregistered notes during the periods specified in the registration rights agreement,

then we will pay liquidated damages to each holder of notes, with respect to the first 90-day period immediately following the occurrence of the default in an amount equal to $.05 per week per $1,000 principal amount of notes held by such holder.

55

        The amount of the liquidated damages will increase by an additional $.05 per week per $1,000 principal amount of notes with respect to each subsequent 90-day period until all defaults have been cured, up to a maximum amount of liquidated damages for all defaults of $.50 per week per $1,000 principal amount of notes.

        If you sell notes under the shelf registration statement:

•

you must be named as a selling security holder in the prospectus that forms a part of the shelf registration statement;



•

you must deliver a prospectus to any purchaser of your notes;



•

you will be subject to the civil liability provisions of the Securities Act in connection with such sales; and



•

you will be bound by the provisions of the registration rights agreement that are applicable to holders who sell their notes under the shelf registration statement, including certain indemnification rights and obligations.

        Other than as described above, you will not have the right to participate in the shelf registration or require that we register your unregistered notes under the Securities Act.

Exchange Agent

        You should direct all executed letters of transmittal to the Exchange Agent. Wilmington Trust Company is the Exchange Agent for the exchange offer. Questions, requests for assistance and requests for additional copies of the prospectus or a letter of transmittal should be directed to the Exchange Agent addressed as follows:

By Registered or Certified Mail
or Hand Delivery:
Wilmington Trust Company
Corporate Trust Reorganization Services
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890 By Facsimile Transmission:
(For Eligible Institutions only)
(302) 636-4145
Confirm by telephone:
(302) 636-6518

Fees and Expenses

        We currently do not intend to make any payments to brokers, dealers or others to solicit acceptances of the exchange offer. The principal solicitation is being made by mail. However, additional solicitations may be made in person or by telephone by our officers and employees.

        Our estimated cash expenses incurred in connection with the exchange offer will be paid by us and are estimated to be $100,000 in the aggregate. This amount includes fees and expenses of the trustees for the registered and unregistered notes, accounting, legal, printing and related fees and expenses.

Transfer Taxes

        If you tender unregistered notes for exchange, you will not be obligated to pay any transfer taxes. However, if you instruct us to register registered notes in the name of or request that your unregistered notes not tendered or not accepted in the exchange offer be returned to a person other than you, you will be responsible for the payment of any transfer tax owed.

56

Lost or Missing Certificates

        If a holder of unregistered notes desires to tender a unregistered note pursuant to the exchange offer, but the unregistered note has been mutilated, lost, stolen or destroyed, such holder should write to or telephone the trustee under the notes indenture at the address listed below, concerning the procedures for obtaining replacement certificates for such unregistered note, arranging for indemnification or any other matter that requires handling by such trustee.

Trustee:

Wilmington Trust Company
Corporate Trust Administration
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890
Telecopier: (302) 636-4145
Telephone: (302) 636-6453

57

MANAGEMENT

Executive Officers and Directors

        The following table sets forth certain information with respect to each person who is one of our executive officers or directors as of March 27, 2002:

Name	Age	Title
John V. Holten	45	Director and Chairman
James A. Wilhelm	48	Director, Chief Executive Officer and President
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	48	Executive Vice President, General Counsel and Secretary
Edward Simmons	52	Executive Vice President
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 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., our parent company, since April 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 our indirect parent until March 5, 2001. Mr. Holten was chairman and chief 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 since September 2000 and as chief executive officer and director 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 since the consummation of the combination. Mr. Anderson joined APCOA in 1994, and served as corporate vice president-urban properties since 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 since October 2000. Mr. Baumann has also served as treasurer of AP Holdings since October 2000. Prior to his appointment as our chief financial officer, 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

58

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 a director of the Company since March 1998. Mr. Klintberg has been a vice president 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 since the consummation of the combination. Mr. Sacks joined APCOA in 1988, and served as general counsel and secretary since 1988, as vice president, secretary, and general counsel since 1989, and as senior vice president, secretary and general counsel since 1997. Mr. Sacks received his 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 since March 1998. Mr. Simmons has also served as ceo/western region since August 1999. Previously, he was president and chief executive officer 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 since the consummation of the combination. Mr. Warshauer joined Standard in 1982, initially serving as vice president, then becoming senior vice president. 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. Prior to joining Standard, he practiced with a national accounting firm.

        Michael K. Wolf.    Mr. Wolf has served as executive vice president—chief administrative officer and associate general counsel since the consummation of the combination. Mr. Wolf joined Standard as senior vice president and general counsel of Standard from 1990 to March 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

59

University, where he served as Notes and Commentseditor 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 from consummation of the combination 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 in 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 shown in the table reflects compensation earned by these individuals for services with us, APCOA, Standard and their respective subsidiaries.

		Annual Compensation
Name and Principal Position		Fiscal Year	Salary ($)(3)	Bonus ($)	Other Annual Compensation ($)(5)	All Other Compensation ($)
Myron C. Warshauer(1)		2001	626,085	66,000	62,090	66,208	(6)
		2000	603,400	—	34,216	68,435	(6)
		1999	601,615	—	33,087	53,265	(6)
James A. Wilhelm(2)		2001	385,511	150,000	14,993	13,870	(4)
	Chief Executive Officer, President	2000	337,632	108,625	3,263	9,417	(4)
		1999	311,685	75,000	—	10,662	(4)
Michael K. Wolf		2001	379,802	52,467	10,164	11,090	(4)
	Executive Vice President	2000	379,802	35,406	—	18,588	(4)
	Chief Administrative Officer	1999	378,284	20,000	—	19,452	(4)
Steven A. Warshauer		2001	312,137	79,448	14,384	—
	Executive Vice President-Operations	2000	313,106	63,900	5,868	—
		1999	301,514	50,000	—	—
Herbert W. Anderson, Jr.		2001	221,160	54,728	25,434	10,067	(4)
	Executive Vice President-Operations	2000	211,152	44,368	19,773	10,067	(4)
		1999	202,981	70,000	19,768	14,922	(4)
Robert N. Sacks		2001	201,380	74,329	29,734	5,336	(4)
	Executive Vice President, General Counsel	2000	178,863	70,612	22,613	5,336	(4)
		1999	177,036	61,000	16,304	5,336	(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.

60

(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 do not receive compensation for serving on our board of directors.

Compensation Committee Interlocks and Insider Participation

        We did not have a compensation committee in the year ended December 31, 2001. During 2001, none of our executive officers served as a member of the compensation committee of another entity. Mr. Wilhelm participates in deliberations with the board concerning executive compensation from time to time.

Employment Contracts

        James A. Wilhelm, Michael K. Wolf and Steven Warshauer each have employment agreements with us. The agreements fix each of the officers' base compensation. Mr. Wilhelm's base 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. For calendar year 2002, Mr. Wilhelm is entitled to a bonus based on corporate performance up to a maximum of $150,000. Any bonus thereafter will be set by mutual agreement between Mr. Wilhelm and us. 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, we are 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 is terminated for cause or performance reasons, we are required to continue to pay Mr. Wilhelm a salary for a specified period of time following his termination.

        If Mr. Wilhelm voluntarily terminates his employment with us, then we are required 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 payment equal to $265,000 in equal monthly installments for the 18 months following his termination. If Mr. Wilhelm terminates his employment voluntarily, he will not be entitled to severance pay; provided, that any such termination by Mr. Wilhelm for good reason will not be considered a voluntary termination and Mr. Wilhelm will be treated as if he had been terminated by us other than for cause or performance reasons.

        If Mr. Wilhelm's employment is terminated by us other than for death or disability, without cause and not due to performance reasons, we are 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

61

any annual bonus paid to Mr. Wilhelm for the preceding calendar year, minus (z) the aggregate amount of salary continuation payments he is entitled to, 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 us for cause. If employment is terminated by reason of the executive's death, we are obligated to pay the respective estates of Messrs. Wolf or Warshauer an amount equal to the sum (i) of 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 the executive's disability, we are 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, we 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 we terminate Mr. Wolf or Steven Warshauer for any reason other than for cause during the three-year period following a change in control, we are obligated to (x) pay the executive 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 will not be entitled to severance pay; provided, that any such termination by the executive for good reason will 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 was $170,000 until November12, 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.

        Additional information regarding employment agreements may be found in our annual report filed on Form 10-K for the year ended December 31, 2001.

62

Myron C. Warshauer Consulting Arrangement

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

        Our consulting agreement obligates us 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 us of his election to terminate the consulting agreement.

        As of October 15, 2001, Myron C. Warshauer resigned as our chief executive officer. Our 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 our 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 we are obligated to pay (i) Mr. Warshauer a lump sum cash payment in an amount equal to the aggregate annual base salary that he would have received for 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) to 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, we are obligated, until the first to occur of his 75^th birthday or his death, to pay Mr. Warshauer $200,000 annually, adjusted for inflation and to provide Mr. Warshauer with an executive office and secretarial services. In consideration for these benefits, Mr. Warshauer is obligated to provide reasonable consulting services to us from the date of termination of his employment through his 75^th birthday.

        Under his employment agreement, we have established a stock option plan providing for grants of actual options with respect to our common stock, under which Myron C. Warshauer will be granted options to purchase a number of our shares of common stock equal to 1% of the total number of shares of our common stock. All these 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 interest of some of our executives, employees and/or directors in, and/or consultants to, our company, and to enhance our ability to attract and retain executives, employees, directors and/or consultants. This is a summary of the 2001 Option Plan.

        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.

63

        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 these 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.

        If we undergo a change in control, effect an initial public offering of our common stock, or an optional redemption as such terms are 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 terminates will remain outstanding in accordance with their terms.

64

OWNERSHIP OF CAPITAL STOCK

        The following table sets forth information regarding the beneficial ownership of our common stock, as of March 27, 2002, by each person known to us to own beneficially more than 5% of our common stock, each of our directors, each of our named executive officers and all of our executive officers and directors, as a group. No other director or named executive officer of APCOA/Standard has any beneficial ownership interest in us, except as set forth in this chart. All information with respect to beneficial ownership has been furnished to us by our respective stockholders. 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)(4)
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. If a specified event of default related to the indebtedness occurs, 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 Carol R. Warshauer GST Exempt Trust, including the shares of common stock held by it, to the extent those interests are held for the benefit of these trusts. Under a notice dated October 15, 2001, the GST trust has exercised its put option under a stockholders agreement. As a result, we are required to repurchase 1.25 shares of our common stock for an aggregate amount of $2.06 million. This amount accretes at 11.75% per year. Under the terms of the stockholders agreement, however, we cannot make payment to the trust as this payment is prohibited by the terms of our senior credit facility and is restricted under other debt instruments.

(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. Under a notice dated October 15, 2001, Waverly Partners, L.P. has exercised its put option under a stockholders agreement. We are required to repurchase 1.25 shares of our 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, we can not make payment to Waverly Partners, L.P. as such payment is prohibited by the terms of our senior credit facility and is restricted under other debt instruments.

(4)

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

65

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Exchange and Amendment Agreement

        In connection with our restructuring of our outstanding 9¹/4% notes due 2008, we 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 our newly issued Series D 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 our 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, we entered into a stockholders agreement with Dosher Partners, L.P., and SP Associates (collectively, the "Standard Parties") and Holberg Industries, Inc. and AP Holdings. Holberg is an affiliate of John V. Holten, our chairman and chief executive officer. AP Holdings is our 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 us under certain circumstances and (c) the consummation of an initial public offering of our common stock, certain obligations of Holberg to allow Dosher the opportunity to acquire all, but not less than all, of the our common stock held by Holberg and/or its affiliates before Holberg may directly or indirectly sell an amount of our common stock which would constitute a control transaction; 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 our common stock, certain rights of each Standard Party to purchase shares of our common stock to the extent necessary to maintain such Standard Party's percentage ownership of us, (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 our common stock, (iv) following the third anniversary of the consummation of the combination and prior to an initial public offering of our common stock, certain rights of ours to purchase, and certain rights of the Standard Parties to require us to purchase, shares of our 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 our common stock. The stockholders agreement also contains certain provisions granting the stockholders certain rights in connection with registrations of our 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, Inc. owned by Holberg Industries, Inc. 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 our common stock to Waverly Partners, L.P., 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 our 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

66

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 chief executive officer and director. On October 19, 2001, James Wilhelm was appointed to our 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. We are required to purchase an aggregate of five shares of its common stock for an aggregate purchase price of $8.2 million. Our obligation to repurchase these shares will accrete at 11.75% per year until discharged. In accordance with the terms of the stockholders agreement, we 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 our senior credit facility.

Preferred Stock

        Prior to the consummation of the combination, Holberg held $8.7 million of the preferred stock of APCOA. A portion of the proceeds of the financing obtained in conjunction with the combination with Standard (see Note I 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 our capital.

        The Series C preferred stock we issued 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

        We have 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 those lots. We received a total of $132,500 in management fees for such lots in 2000, and anticipate receiving approximately $37,500 in 2001. We estimate 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 we lease office space for our corporate offices in Chicago. Payments pursuant to the lease agreement aggregated approximately $1.2 million during 2000, and will aggregate approximately $1.3 million in 2001.

        In March 1998, we acquired a lease for $1.4 million from an entity which is 15% owned by certain members of the management group. This group includes G. Walter Stuelpe, Jr., our former president, James V. LaRocco, former executive vice president, Michael J. Machi, senior vice president, John F. Becka, airport manager, Robert J. Hill, former senior vice president, Robert N. Sacks, general counsel, estate of William J. Girgash, former senior vice president, Michael J. Celebrezze, former chief financial officer, and Dennis P. McAndrew, airport manager. The lease is for a term of eleven years and calls for annual rent of $185,000 per year plus additional 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, D&E Parking, Inc., a California corporation, we entered into a management agreement dated May 1, 1998, with D&E Parking, Inc., ("D&E") a California

67

corporation, in which certain of our officers have an interest, to assure the continuation of services previously provided by Edward Simmons and Dale Stark, the principal shareholders of D&E. Edward Simmons is now one of our executive vice presidents and Dale Stark is now one of our senior vice presidents. 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., we agreed to pay D&E an annual base fee, payable in equal monthly installments, in the first year equaling $500,000 and increasing to $719,000 in the ninth year of the agreement. Holberg guarantees all of our payment obligations pursuant to the management agreement.

        On December 31, 2000, we entered into an agreement to sell, at fair market value, certain contract assets to D & E. We recorded a gain of $1.0 million from this transaction in 2000. We 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.

        We 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. We are paid a management fee based on a percentage of net cash flow, which for 2001 was $58,500. We estimate 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 us to temporarily advance to Circle Line each December 31^st and April 1^st funds, each fiscal year based upon Circle Line's anticipated net profit from operations. We 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 between us and Sidney Warshauer, the father of Myron C. Warshauer. Sidney Warshauer is 86 years old.

        The consulting agreement provides that Sidney Warshauer render such services as may be requested, from time to time, by our board of directors and/or chief executive officer, 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 consulting 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 us. The Agreement is not terminable by us for any reason other than the death of Sidney Warshauer, or a breach by Sidney Warshauer of his obligations under the consulting agreement with respect to non-disclosure of company confidential information or his obligation to refrain from engaging in competition with us. The parties intended that all payments under the consulting 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 consulting agreement was approximately $5.0 million. See Note B of the Notes to the Consolidated Financial Statements.

Liability Insurance

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

68

        In January of 1999, we completed the combination of all the insurance programs of all merger and acquired entities into one program. In connection therewith, we purchased coverage for our 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, we 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. We also may pay a management fee to Holberg and otherwise reimburse Holberg for certain expenses incurred by Holberg on our behalf. 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 our senior credit facility.

        Prior to Holberg's transfer of shares to Steamboat in March 2001, we, Holberg and its affiliates periodically engaged in bi-lateral loans and advances. We, from time to time, entered into such bi-lateral loans and advances as permitted under the indenture and the old 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, we had advanced to Holberg $2.6 million in aggregate amount. These amounts had previously been reclassified from a long-term asset to stockholders' deficit. For the year ended December 31, 2001, we 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 our recapitalization, on January 11, 2002, we paid a $3.0 million transaction advisory fee to our parent company and redeemed $1.6 million of Series C preferred stock held by our parent company for $1.6 million in cash.

        We may also pay an annual management fee to our parent company or Steamboat and otherwise reimburse our parent company or Steamboat for certain expenses incurred by them on our behalf. Some of these fees and other amounts paid to our parent company and Steamboat are subject to the limits and restrictions imposed by the indenture governing the 9¹/4% notes, our registered notes and our senior credit facility.

        We may also, from time to time, enter into bilateral loans and advances with our parent company or Steamboat as permitted under the indenture governing the registered notes, the indenture governing the outstanding 9¹/4% notes and, subject to certain conditions, our senior credit facility. 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, we had advanced to our parent company $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, we recorded an $8.1 million bad debt provision related to the aforementioned amounts due to uncertainty regarding the ability of our parent company to repay such amounts without potentially receiving distributions from us.

69

DESCRIPTION OF OTHER INDEBTEDNESS

Our Senior Credit Facility

        We have entered into a senior credit facility pursuant to that certain Amended and Restated Credit Agreement, dated as of January 11, 2002, with LaSalle Bank National Association, as Agent, and Bank One, N.A. which consists of a $25.0 million revolving credit facility provided by LaSalle which will mature 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. We intend to utilize our senior credit facility to provide readily accessible cash for working capital purposes and general corporate purposes and to provide standby letters of credit. Our senior credit facility provides for cash borrowings up to the lesser of $25.0 million or 80% of our eligible accounts receivable (as defined in the senior credit facility) and includes a letter of credit facility with a sublimit of $8.0 million for letters of credit.

        Our senior credit facility bears interest based, at our option, either on LIBOR plus 3.75% or the Adjusted Corporate Base Rate (as defined below) plus 1.50%. We may elect interest periods of 1, 2, or 3 months for LIBOR based borrowings. The "Adjusted Corporate Base Rate" will be the higher of (i) the rate publicly announced from time to time by LaSalle, as its "prime rate" of interest and (ii) the overnight federal funds rate 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 will be 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, of the principal balance of the term loan.

        Our senior credit facility includes covenants that limit our ability to incur additional indebtedness, issue preferred stock or pay dividends and contains other restrictions on our activities.

        Substantially all of our existing and future direct wholly owned domestic subsidiaries guarantees the indebtedness under our senior credit facility. All extensions of credit to us and the guaranties of our subsidiaries under the facility are secured, subject to certain exceptions, by substantially all of our existing and future domestic subsidiaries' existing and after-acquired personal property, including 100% of the capital stock of our existing and future domestic subsidiaries and 65% of the capital stock of our existing and future foreign subsidiaries, any intercompany debt obligations and all existing and after-acquired real property fee and leasehold interests and management contracts, subject to certain exceptions. Additionally, we and our subsidiaries are generally prohibited from pledging any of our assets other than to secure our senior credit facility and the second lien granted to secure the unregistered notes. Additionally, our parent company has guaranteed our obligations under our senior credit facility and such guarantee is secured by a first priority pledge of all of the common stock of the company owned by the parent company and by all other existing and after-acquired property of our parent company.

        Under our senior credit facility, the unused revolving credit facility fee is 0.375% per annum based upon the daily unutilized portion of the revolving credit facility. The letter of credit fee is 3.75% per annum based upon the daily stated amount of all outstanding letters of credit plus customary issuing fees. The undrawn amount of letters of credit shall count as utilization of the revolving credit facility for purposes of calculating the unused revolving credit facility fee.

        Our senior credit facility contains customary representations and warranties, including, without limitation, those relating to due organization and authorization, no conflicts, financial condition, no material adverse changes, title to properties, liens, litigation, payment of taxes, compliance with laws, and full disclosure.

        The conditions to all borrowings under the senior credit facility include requirements relating to prior written notice of borrowing, and otherwise customary for financings of this type.

70

        Our senior credit facility contains customary affirmative and negative covenants (including, where appropriate, exceptions and baskets), including but not limited to furnishing information and limitations on asset sales, other indebtedness, liens, investments, guarantees, restricted payments, dividends, distributions, mergers and acquisitions, capital expenditures, and affiliate transactions. Our senior credit facility also contains financial covenants including, without limitation, those relating to minimum interest coverage, minimum fixed charge coverage, maximum total leverage, maximum senior leverage and maximum capital expenditures.

        Events of default under our senior credit facility are usual and customary for these types of credit facilities including, without limitation, those relating to:

•

non-payment of interest, principal or fees payable under the facility;

•

non-performance of certain covenants;

•

cross default to other material debt of the Company and its subsidiaries;

•

bankruptcy or insolvency;

•

judgments in excess of specified amounts;

•

materially inaccurate or false representations or warranties;

•

change of control;

•

material adverse change;

•

loss of material license or contract;

•

material change in our senior management; and

•

a change of control caused by the seizure of our direct parent's common stock held as security for certain debt obligations of Steamboat, our indirect parent.

9¹/4% Senior Subordinated Notes Due 2008

        In connection with APCOA's acquisition of Standard, on March 30, 1998, we issued $140.0 million principal amount of 9¹/4% notes due 2008 in a Rule 144A private placement, the terms of which are governed by an indenture between us and State Street Bank and Trust Company, as trustee, as amended on January 11, 2002. Effective September 14, 1998, we 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. Pursuant to an unregistered exchange offer and consent solicitation, on November 20, 2001, we offered to exchange our existing 9¹/4% notes for either the unregistered notes or our newly issued Series D preferred stock. Approximately $56.1 million in aggregate principal amount of holders of 9¹/4% notes tendered their notes in exchange for unregistered notes and $35.0 million in aggregate principal amount tendered their notes in exchange for our newly issued Series D preferred stock. In order to tender their notes for exchange, holders of 9¹/4% notes had to consent to certain amendments to the indenture governing the 9¹/4% notes.

Redeemable PIK Preferred

        In 1998, AP Holdings, Inc., a Delaware corporation and our parent company, contributed $40.7 million of cash to us in exchange for a $40.7 million initial liquidation preference of our Series C preferred stock. The contribution was financed through AP Holdings' offering of $70.0 million in aggregate principal amount of its 11¹/4% Senior Discount Notes due 2008.

Series D Redeemable Convertible Preferred Stock

        On March 11, 2002, we issued shares of our Series D preferred stock to our parent company in exchange for shares of our Series C preferred stock on terms no less favorable than would normally be obtained through arm's length negotiations. If, upon the occurrence of an initial public offering, we do not elect to redeem all of the shares of the Series D preferred stock, we or, if we do not make an election, the holder thereof, may elect to convert all of such holder's shares of the Series D preferred stock into shares of our capital stock offered in such initial public offering.

71

DESCRIPTION OF NOTES

        You can find the definitions of certain terms used in this description under the subheading "—Certain Definitions." In this description, the word "APCOA/Standard" refers only to APCOA/Standard Parking, Inc. and not to any of its subsidiaries.

        APCOA/Standard issued the unregistered notes under an indenture among itself, the Guarantors and Wilmington Trust Company, as trustee, in a private transaction that was exempt from the registration requirements of the Securities Act. APCOA/Standard will issue the registered notes under the same indenture. 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. A copy of the indenture has been filed as an exhibit to the registration statement of which this prospectus is a part. The security agreement referred to below under the subheading "—security" defines the terms of the security interests that secure the notes. As used in this section, the term "notes" refers collectively to the unregistered notes and the registered notes.

        The terms of the unregistered notes and the registered notes are identical, both of which are governed by the indenture described herein. The following description is a summary of the material provisions of the indenture and the security agreement. It does not restate those agreements in their entirety. We urge you to read the indenture and the security agreement because they, and not this description, define your rights as holders of the notes. Copies of the indenture and the security agreement are available as described below under "—Additional Information." Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the indenture.

        The registered Holder of a note will be treated as the owner of it for all purposes. Only registered Holders will have rights under the indenture.

Brief Description of the Notes and the Guarantees

The Notes

        The notes:

•

are general secured obligations of APCOA/Standard;

•

are secured by a second priority security interest in substantially all of APCOA/Standard's assets as and to the extent pledged and assigned to (a) the Credit Agent and the lenders under the Credit Agreement and (b) the trustee, pursuant to the security agreement in favor of the holders of the notes (together, the "Collateral");

•

will rank subordinated in right of payment to all existing and future Senior Debt of APCOA/Standard, including Indebtedness under the Credit Agreement;

•

rank senior in right of payment to all existing senior subordinated Indebtedness of APCOA/Standard, including Indebtedness under the 9¹/4% notes; and

•

are unconditionally guaranteed by the Guarantors.

        The security interest in the notes and the guarantees ranks second to the first priority security interest on the assets of APCOA/Standard and the Subsidiary Guarantors held by the lenders under the Credit Agreement (which has a first priority security interest on the Collateral). As of December 31, 2001, on a pro forma basis giving effect to the Credit Agreement, the lenders under the Credit Agreement would have had a first priority security interest in the assets in the amount of $40.0 million.

        Not all of our subsidiaries guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. The guarantor subsidiaries generated 8.7% of our pro forma consolidated revenues in the twelve-month period ended December 31, 2001 and held 6.2% of our pro forma consolidated assets as of

72

December 31, 2001. See footnote 4 to our Consolidated Financial Statements included at the back of this prospectus for more details about the division of our consolidated revenues and assets between our guarantor and non-guarantor subsidiaries.

        The operations of APCOA/Standard are conducted in part through its subsidiaries and, therefore, APCOA/Standard depends on the cash flow of its subsidiaries to meet its obligations, including its obligations under the notes. As of the date of the indenture, all of our wholly owned domestic Restricted Subsidiaries with material assets will be Guarantors. However, under the circumstances described below under the subheading "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate some of our subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the notes.

Principal, Maturity and Interest

        APCOA/Standard will issue notes with a maximum aggregate principal amount of $100.0 million, of which $59,285,000 were issued on January 11, 2002. APCOA/Standard may issue additional notes from time to time after this offering. Any offering of additional notes is subject to the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. APCOA/Standard will issue notes in denominations of $100 principal amount and integral multiples of $100; provided, however, to the extent that the amount of notes to be issued to tendering holders of Subordinated Notes is greater than $1,000 in principal amount, the notes shall be issued in multiples of $1,000 and integral multiples of $1,000, with the remaining principal amount issued in denominations of $100 principal amount and integral multiples $100.

        Interest on the notes will accrue at the rate of 14% per annum and will be payable semi-annually in a combination of cash and additional registered notes (the "PIK Notes"), in arrears on June 15 and December 15, commencing on June 15, 2002. 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 PIK Notes. APCOA/Standard will make each interest payment to the Holders of record on the immediately preceding June 1 and December 1. PIK Notes will be issued in denominations of $100 principal amount and integral multiples of $100. The amount of PIK Notes issued will be rounded down to the nearest $100 with any fractional amount refunded to the tendering holder as cash.

        Interest on the notes, including the PIK Notes, will accrue from the date of such notes' original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Subordination

        The payment of principal of, premium and Liquidated Damages, if any, and interest on the notes is subordinated in right of payment, as described in the indenture, to the prior payment in full in cash or cash equivalents of all Senior Debt and all other Obligations with respect thereto, whether outstanding on the date of the indenture or thereafter created, incurred or assumed and all permissible renewals, extensions, refundings or refinancings thereof.

        The indenture provides that, upon any payment or distribution of assets of APCOA/Standard of any kind or character, whether in cash, cash equivalents, property or securities, to creditors in any Insolvency or Liquidation Proceeding with respect to APCOA/Standard all amounts due or to become due under or with respect to all Senior Debt will 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

73

Liquidation Proceeding, any payment or distribution of assets of APCOA/Standard of any kind or character, whether in cash, cash equivalents, property or securities (other than Reorganization Securities), to which the Holders of the notes or the trustee would be entitled will be paid by APCOA/Standard 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 or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of Senior Debt.

        The indenture provides that (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 if any event of default (other than a payment default) with respect to any Senior Debt will have occurred and be continuing and will 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 will 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 will be made, or redemption or acquisition will be effected, by or on behalf of APCOA/Standard on account of the notes and all other Obligations with respect thereto (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 will have been cured or waived in writing in accordance with the instruments governing such Senior Debt or such acceleration will 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 APCOA/Standard or the trustee receive written notice (a "Payment Notice") of such event of default (which notice will 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 such Designated Senior Debt to which such default relates is paid in full in cash or cash equivalents or such default is cured or waived in writing in accordance with the 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.

        As a result of the subordination provisions described above, in the event of APCOA/Standard's liquidation, dissolution, bankruptcy, reorganization, insolvency, receivership or similar proceeding or in an assignment for the benefit of the creditors or a marshalling of the assets and liabilities of APCOA/Standard, Holders of notes may recover less ratably than creditors of APCOA/Standard who are holders of Senior Debt. See "Risk Factors—Your right to receive payments on the registered notes and the unregistered notes is subordinated to the rights of our existing and future senior creditors. Further, the guarantees of the registered notes and the unregistered notes are subordinated to all our

74

guarantors' existing and future senior indebtedness." The indenture will limit, subject to certain financial tests, the amount of additional Indebtedness, including Senior Debt, that APCOA/Standard and its Restricted Subsidiaries can incur. See "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."

Methods of Receiving Payments on the Notes

        If a Holder has given wire transfer instructions to APCOA/Standard, APCOA/Standard will pay all principal, interest and premium and Liquidated Damages, if any, on that Holder's notes in accordance with those instructions. All other payments on notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless APCOA/Standard elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Paying Agent and Registrar for the Notes

        The trustee will initially act as paying agent and registrar. APCOA/Standard may change the paying agent or registrar without prior notice to the Holders of the notes, and APCOA/Standard or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A Holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. APCOA/Standard is not required to transfer or exchange any note selected for redemption. Also, APCOA/Standard is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Subsidiary Guarantees

        The notes are guaranteed by each of APCOA/Standard's current and future domestic Subsidiaries with material operations. These Subsidiary Guarantees will be joint and several obligations of the Guarantors. Each Subsidiary Guarantee will be subordinated to the prior payment in full of all Senior Debt of that Guarantor. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors."

        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 APCOA/Standard or another Guarantor, unless:

(1)

immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2)

the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, its Subsidiary Guarantee and the registration rights agreement pursuant to a supplemental indenture reasonably satisfactory to the trustee; and

        — APCOA/Standard 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 the covenant described below under "—Incurrence of Indebtedness and Issuance of Preferred Stock", or

        — such consolidation or merger is with or into such Person other than APCOA/Standard or a another Guarantor and the acquisition of all of the Equity Interests in such Person would

75

have complied with the provisions of the covenants described under "—Restricted Payments" and "—Incurrence of Indebtedness and Issuance of Preferred Stock."

        The Subsidiary Guarantee of a Guarantor will be released:

•

in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of APCOA/Standard, if the sale or other disposition complies with the "Asset Sale" provisions of the indenture;

•

(2) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of APCOA/Standard, if the sale complies with the "Asset Sale" provisions of the indenture; or

•

if APCOA Standard designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture.

        All of the existing and future wholly owned domestic Restricted Subsidiaries with material operations are expected to be Subsidiary Guarantors. However, under certain circumstances, APCOA/Standard will be able to designate current or future Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to many of the restrictive covenants set forth in the Indenture. See "—Repurchase at the Option of Holders—Asset Sales."

Security

        The notes are guaranteed by some of our subsidiaries and are secured by a second priority security interest on the Collateral, which consists of substantially all of the assets of APCOA/Standard and such Subsidiary Guarantors, including 100% of the capital stock of our existing and future domestic subsidiaries and 65% of the capital stock of our existing and foreign subsidiaries. APCOA/Standard, its Subsidiaries and the trustee, who will act as the collateral agent, will enter into a security agreement defining the terms of the security interests that secure the notes. These security interests will secure the payment and performance when due of all of the Obligations of APCOA/Standard under the indenture and the notes as provided in the security agreement.

        The security interests are junior and subordinate to the claims of the lenders under our senior credit facility. The trustee will not be permitted to exercise any rights or claims against the Collateral until our senior credit facility is paid in full. The trustee in accordance with the provisions of the indenture will distribute all funds distributed under the security agreement and received by the trustee for the benefit of the holders of the notes.

        So long as amounts or commitments to lend remain outstanding under our senior credit facility, the lenders under our senior credit facility will determine the time and method in which the Collateral will be disposed of, including, but not limited to, the determination of whether to release all or any portion of the Collateral from the Liens created by the security agreement and whether to foreclose on the Collateral following a Default or Event of Default. The trustee will follow any instructions given to it by the representative of the holders of Senior Debt.

        The security interests will be released upon the full and final payment and performance of all Obligations of APCOA/Standard under the indenture and the notes.

Optional Redemption

        The notes will not be redeemable at APCOA/Standard's option prior to January 1, 2002.

        APCOA/Standard 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) shown below plus accrued and unpaid interest and Liquidated Damages, if any, on the notes redeemed, to the

76

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	%

Mandatory Redemption

        Except as described below under "—Repurchase at the Option of Holders," APCOA/Standard is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each Holder of notes will have the right to require APCOA/Standard to repurchase all or any part (equal to $100 or an integral multiple of $100) of that Holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, APCOA/Standard will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the notes repurchased, to the date of purchase. Within 30 days following any Change of Control, APCOA/Standard will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. APCOA/Standard 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 of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, APCOA/Standard will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such conflict.

        On the Change of Control Payment Date, APCOA/Standard will, to the extent lawful:

(1)

accept for payment all notes or portions of notes 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 properly accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by APCOA/Standard.

        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 registered note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided, that each registered note will be in a principal amount of $100 or an integral multiple of $100.

        Prior to complying with any of the provisions of this "Change of Control" covenant, but in any event within 90 days following a Change of Control, APCOA/Standard will either repay all outstanding

77

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 covenant.

        APCOA/Standard will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require APCOA/Standard to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable but the right of the Holders to require APCOA/Standard to repurchase their notes will be subject to the subordination described above in respect of Senior Debt. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the Holders of the notes to require that APCOA/Standard repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

        APCOA/Standard 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 the indenture applicable to a Change of Control Offer made by APCOA/Standard and purchases all notes properly tendered and not withdrawn under the Change of Control Offer.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of APCOA/Standard and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require APCOA/Standard to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of APCOA/Standard and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

        APCOA/Standard will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

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

(2)

APCOA/Standard 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 received in the Asset Sale by APCOA/Standard or such Restricted Subsidiary is in the form of cash or cash equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(a)

any liabilities, as shown on APCOA/Standard's or such Restricted Subsidiary's most recent balance sheet, of APCOA/Standard or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a

78

customary novation agreement that releases APCOA/Standard or such Restricted Subsidiary from further liability; and

(b)

any securities, notes or other obligations received by APCOA/Standard or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by APCOA/Standard 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, APCOA/Standard may apply those Net Proceeds at its option:

(1)

to repay Indebtedness and other Obligations 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 Net Proceeds, APCOA/Standard may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture or the Credit Agreement.

        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, APCOA/Standard 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 the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets 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 consummation of an Asset Sale Offer, APCOA/Standard may use those Excess Proceeds 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 tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        APCOA/Standard 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 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 Asset Sale provisions of the indenture, APCOA/Standard will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict.

        The agreements governing APCOA/Standard's other Indebtedness contain prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale. In addition, the exercise by the Holders of notes of their right to require APCOA/Standard to repurchase the notes upon a Change of Control or an Asset Sale could cause a default under these other agreements, including the senior credit facility, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchases on APCOA/Standard. Finally, APCOA/Standard's ability to pay cash to the Holders of notes upon a repurchase may be limited by APCOA/Standard's then existing

79

financial resources. See "Risk Factors—Risks Relating to the Notes." We may not have the ability to raise the funds necessary to finance the Change of Control offer required by the indenture.

Selection and Notice

        If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption 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 deems fair and appropriate.

        No notes of $100 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes 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 the indenture. Notices of redemption may not be conditional.

        If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A registered note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Certain Covenants

Restricted Payments

        APCOA/Standard 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 APCOA/Standard's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving APCOA/Standard) or to the direct or indirect holders of APCOA/Standard'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 APCOA/Standard;

(2)

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

(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 Subsidiary Guarantees, except a payment of interest or principal at the Stated Maturity thereof; 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)

APCOA/Standard 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 the

80

covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock;" and

(3)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by APCOA/Standard and its Subsidiaries after the date of the indenture (excluding Restricted Payments permitted by clauses (2) and (3) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a)

50% of the Consolidated Net Income of APCOA/Standard for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the indenture to the end of APCOA/Standard'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 APCOA/Standard since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of APCOA/Standard (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of APCOA/Standard 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 APCOA/Standard 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 the 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) as of the date of its redesignation or (ii) pays any cash dividends or cash contributions to APCOA/Standard or any of its Restricted Subsidiaries, 50% of any such cash dividends or cash distributions made after the date of the indenture.

        So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions 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 the indenture;

(2)

the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of APCOA/Standard or of any Equity Interests of APCOA/Standard in exchange for, or out of the net cash proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary of APCOA/Standard) of, other Equity Interests of APCOA/Standard (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 APCOA/Standard to the holders of its Equity Interests on a pro rata basis;

(5)

Investments in any Person (other than APCOA/Standard 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 5 that are at that time outstanding not to exceed $5.0 million;

81

(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 APCOA/Standard's Subsidiaries as Unrestricted Subsidiaries immediately prior to the date of the indenture;

(8)

the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of AP Holdings, Inc. or APCOA/Standard or any Subsidiary of APCOA/Standard held by any member of AP Holdings, Inc. or APCOA/Standard'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 APCOA/Standard 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 APCOA/Standard after the date of the indenture from any reissuance of Equity Interests by AP Holdings, Inc. or APCOA/Standard to members of management of AP Holdings, Inc. or APCOA/Standard 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 APCOA/Standard 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.

Designation of Restricted and Unrestricted Subsidiaries

        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 APCOA/Standard 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 the first paragraph of the covenant described above under the caption "—Restricted Payments" or Permitted Investments, as determined by APCOA/Standard. 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 APCOA/Standard 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 of Directors whose resolution with respect thereto will be delivered to the trustee. 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, APCOA/Standard will deliver to the trustee an officers' certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this "Restricted Payments" covenant were computed, together with a copy of any fairness opinion or appraisal required by the indenture.

82

Incurrence of Indebtedness and Issuance of Preferred Stock

        APCOA/Standard 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 APCOA/Standard will not issue any Disqualified Stock and will not permit any of its Subsidiaries to issue any shares of preferred stock; provided,however, that APCOA/Standard may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock, if the Fixed Charge Coverage Ratio for APCOA/Standard'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.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1)

the incurrence by APCOA/Standard 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 APCOA/Standard 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 the covenant described above under "—Repurchase at the Option of Holders—Asset Sales";

(2)

the incurrence by APCOA/Standard and its Restricted Subsidiaries of the Existing Indebtedness;

(3)

the incurrence by APCOA/Standard and the Guarantors of Indebtedness represented by the notes and the related Subsidiary Guarantees to be issued on the date of the indenture and the related Subsidiary Guarantees to be issued pursuant to the registration rights agreement;

(4)

the incurrence by APCOA/Standard 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 APCOA/Standard 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;

(5)

the incurrence by APCOA/Standard 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 APCOA/Standard or one of its Subsidiaries and was not incurred in connection with, or in contemplation of, such acquisition by APCOA/Standard 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 APCOA/Standard 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 the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), or (15) of this paragraph;

83

(7)

the incurrence by APCOA/Standard or any of its Restricted Subsidiaries of intercompany Indebtedness between or among APCOA/Standard and any of its Wholly Owned Restricted Subsidiaries; provided, however, that:

(a)

if APCOA/Standard 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)

(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than APCOA/Standard or a Wholly Owned Restricted Subsidiary of APCOA/Standard and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either APCOA/Standard or a Wholly Owned Restricted Subsidiary of APCOA/Standard; will be deemed, in each case, to constitute an incurrence of such Indebtedness by APCOA/Standard or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

(8)

the incurrence by APCOA/Standard 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 the indenture to be outstanding;

(9)

the guarantee by APCOA/Standard or any of its Restricted Subsidiaries of Indebtedness of APCOA/Standard or a Restricted Subsidiary of APCOA/Standard that was permitted to be incurred by another provision of this covenant;

(10)

the incurrence by APCOA/Standard'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 APCOA/Standard that was not permitted by this clause (10);

(11)

Indebtedness incurred by APCOA/Standard 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;

(12)

Indebtedness arising from agreements of APCOA/Standard 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 APCOA/Standard;

(13)

obligations in respect of performance and surety bonds and completion guarantees provided by APCOA/Standard 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

84

(15)

the issuance by APCOA/Standard or any of its Restricted Subsidiaries of Disqualified Stock and/or the incurrence by APCOA/Standard or any of its Restricted Subsidiaries of additional Indebtedness, including Attributable Debt incurred after the date of the 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).

        APCOA/Standard will not incur any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of APCOA/Standard 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 APCOA/Standard or any Guarantor will be deemed to be contractually subordinated in right of payment to any other Indebtedness of APCOA/Standard or such Guarantor solely by virtue of being unsecured.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, 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 the first paragraph of this covenant, APCOA/Standard will be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this covenant 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 covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will be deemed to have been incurred on such date in reliance on the exception 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 APCOA/Standard 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.

Liens

        APCOA/Standard 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 than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the 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.

85

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        APCOA/Standard will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)

pay dividends or make any other distributions on its Capital Stock to APCOA/Standard 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 APCOA/Standard or any of its Restricted Subsidiaries;



(2)

make loans or advances to APCOA/Standard or any of its Restricted Subsidiaries; or



(3)

transfer any of its properties or assets to APCOA/Standard or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of the indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture;



(2)

the indenture, the notes and the Subsidiary Guarantees;



(3)

applicable law;



(4)

any instrument governing Indebtedness or Capital Stock of a Person acquired by APCOA/Standard 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 the 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 that property of the nature described in clause (3) of the preceding paragraph;



(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.

86

Merger, Consolidation or Sale of Assets

        APCOA/Standard may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not APCOA/Standard is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of APCOA/Standard and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1)

either: (a) APCOA/Standard is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than APCOA/Standard) 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 APCOA/Standard) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of APCOA/Standard under the notes, the indenture, the registration rights agreement and the security agreement pursuant to agreements reasonably satisfactory to the trustee;



(3)

immediately after such transaction, no Default or Event of Default exists; and



(4)

APCOA/Standard or the Person formed by or surviving any such consolidation or merger (if other than APCOA/Standard), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, 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 the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock."

        In addition, APCOA/Standard may 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 "Merger, Consolidation or Sale of Assets" covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among APCOA/Standard and any of its Wholly Owned Restricted Subsidiaries.

Transactions with Affiliates

        APCOA/Standard 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)

the Affiliate Transaction is on terms that are no less favorable to APCOA/Standard or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by APCOA/Standard or such Restricted Subsidiary with an unrelated Person; and



(2)

APCOA/Standard 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 this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

87

(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.

        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

any employment agreement entered into by APCOA/Standard or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of APCOA/Standard or such Restricted Subsidiary;



(2)

transactions between or among APCOA/Standard and/or its Restricted Subsidiaries;



(3)

Permitted Investments and Restricted Payments that are permitted by the provisions of the indenture described above under the caption "—Restricted Payments;"



(4)

customary loans, advances, fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of APCOA/Standard 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 the 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 APCOA/Standard and its Restricted Subsidiaries than the contract or agreement as in effect on the date of the indenture or is approved by a majority of the disinterested directors of APCOA/Standard;



(7)

transactions between APCOA/Standard 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 APCOA/Standard and its Subsidiaries and Holberg Industries, Inc., AP Holdings, Inc., Steamboat Holdings, Inc. and their affiliates that are not less favorable to APCOA/Standard 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.

Additional Subsidiary Guarantees

        If:

(1)

APCOA/Standard 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)

APCOA/Standard 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

88

(3)

if any Restricted Subsidiary other than a Foreign Subsidiary shall incur Acquired Debt in excess of $1.0 million,

then APCOA/Standard shall, at the time of such transfer, acquisition or incurrence cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary to become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel reasonably satisfactory to the trustee within 10 Business Days of the date on which it was acquired or created. Notwithstanding the foregoing, APCOA/Standard 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 the covenant described under "—Restricted Payments."

Sale and Leaseback Transactions

        APCOA/Standard will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that APCOA/Standard may enter into a sale and leaseback transaction if:

(1)

APCOA/Standard 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 the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "—Liens;"



(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 APCOA/Standard applies the proceeds of such transaction in compliance with, the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales."

Limitation on Issuances and Sales of Equity Interests in Wholly Owned Restricted Subsidiaries

        APCOA/Standard 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 APCOA/Standard to any Person (other than APCOA/Standard or a Wholly Owned Subsidiary of APCOA/Standard), 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 the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales."

        In addition, APCOA/Standard will not permit any Wholly Owned Restricted Subsidiary of APCOA/Standard 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 APCOA/Standard or a Wholly Owned Restricted Subsidiary of APCOA/Standard.

Limitations on Issuances of Guarantees of Indebtedness

        APCOA/Standard 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 APCOA/Standard

89

unless such Restricted Subsidiary (1) is a Guarantor or (2) simultaneously executes and delivers a supplemental 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 Subsidiary Guarantee of the notes will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances described above under the caption "—Subsidiary Guarantees." The form of the Subsidiary Guarantee will be attached as an exhibit to the indenture.

No Amendment to Subordination Provisions

        Without the consent of the Holders of at least 66²/3% in aggregate principal amount of the notes then outstanding, APCOA/Standard 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 APCOA/Standard 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).

        Business Activities APCOA/Standard will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to APCOA/Standard and its Restricted Subsidiaries taken as a whole.

Reports

        Whether or not required by the Commission, so long as any notes are outstanding, APCOA/Standard will furnish to the Holders of notes, within the time periods specified in the Commission's rules and regulations:

(1)

all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if APCOA/Standard 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 on the annual financial statements by APCOA/Standard's certified independent accountants; and



(2)

all current reports that would be required to be filed with the Commission on Form 8-K if APCOA/Standard were required to file such reports.

        In addition, following the consummation of the exchange offer contemplated by the registration rights agreement, whether or not required by the Commission, APCOA/Standard will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, APCOA/Standard and the Subsidiary Guarantors have agreed that, for so long as any notes remain outstanding, they will furnish to the Holders and to

90

securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Limitation on Management Fees

        APCOA/Standard Parking will not, and will not permit any of its Restricted Subsidiaries to, pay management, advisory, consulting or similar fees to AP Holdings, Steamboat and their affiliates and successor entities, except that:

(1)

until March 10, 2004, for so long as the Credit Agreement is in effect, APCOA/Standard Parking and its Restricted Subsidiaries may pay management fees to AP Holdings, Steamboat and their affiliates and successor entities in an aggregate amount not to exceed 50% of APCOA/Standard Parking'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, APCOA/Standard Parking and its Restricted Subsidiaries may pay management fees to AP Holdings, Steamboat and their affiliates and successor entities in an aggregate amount not to exceed 50% of the amount equal to (i) the sum of APCOA/Standard Parking's Consolidated Cash Flow and any payments paid in cash pursuant to this covenant 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 APCOA/Standard Parking and its Restricted Subsidiaries.

        Notwithstanding the foregoing, any such payments may not violate any other terms or provisions of the indenture or the notes and may not exceed $3.0 million in the aggregate in any 12-month period.

Events of Default and Remedies

        Each of the following is an Event of Default:

(1)

default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the notes;



(2)

default in payment when due of the principal of, or premium, if any, on the notes;



(3)

failure by APCOA/Standard or any of its Subsidiaries to comply with the provisions described under the captions "—Repurchase at the Option of Holders—Change of Control," "—Repurchase at the Option of Holders—Asset Sales" or "—Certain Covenants—Merger, Consolidation or Sale of Assets;"



(4)

failure by APCOA/Standard or any of its Subsidiaries for 30 days after notice from the trustee or at least 30% in principal amount of the notes then outstanding to comply with the provisions described under the captions "—Restricted Payments" or "—Incurrence of Indebtedness and Issuance of Preferred Stock;"



(5)

failure by APCOA/Standard for 60 days after notice from the trustee or at least 25% in principal amount of the notes then outstanding to comply with any of its other agreements in the indenture, the notes or the security agreement;



(6)

default 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 APCOA/Standard or any of its Restricted Subsidiaries (or the payment of which is guaranteed by

91

APCOA/Standard or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the 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)

failure by APCOA/Standard or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;



(8)

breach by APCOA/Standard of any material representation or warranty or agreement in the security agreement, the repudiation by APCOA/Standard of any of its obligations under the security agreement or the unenforceability of the security agreement against APCOA/Standard for any reason; and



(9)

certain events of bankruptcy or insolvency described in the indenture with respect to APCOA/Standard or any of its Subsidiaries.

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to APCOA/Standard, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, 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 may declare all the notes to be due and payable immediately; provided, however, that if any Indebtedness or Obligation is outstanding pursuant to the Credit Facilities, upon a declaration of acceleration by the holders of the notes or the trustee, all principal and interest under the indenture shall be due and payable upon the earlier of (x) the day which five Business Days after the provision APCOA/Standard, the Credit Agent and the trustee of such written notice of acceleration or (y) the date of acceleration of any Indebtedness under the Credit Facilities; and provided, further, that in the event of an acceleration based upon an Event of Default set forth in clause (6) above, 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.

        Holders of the notes 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 if it determines that withholding notes is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages.

        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 or Liquidated Damages on, or the principal of, the notes.

92

        In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of APCOA/Standard with the intention of avoiding payment of the premium that APCOA/Standard would have had to pay if APCOA/Standard then had elected to redeem the notes pursuant to the optional redemption provisions of the indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes. 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 APCOA/Standard with the intention of avoiding the prohibition on redemption of the notes prior to January 1, 2002, then the premium specified in the indenture will also become immediately due and payable to the extent permitted by law upon the acceleration of the notes.

        APCOA/Standard is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, APCOA/Standard is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of APCOA/Standard or any Guarantor, as such, will have any liability for any obligations of APCOA/Standard or the Guarantors under the notes, the indenture, the Subsidiary Guarantees or the security agreement 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 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.

Legal Defeasance and Covenant Defeasance

        APCOA/Standard may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees ("Legal Defeasance") except for:

(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 below;



(2)

APCOA/Standard's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;



(3)

the rights, powers, trusts, duties and immunities of the trustee, and APCOA/Standard's and the Guarantor's obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the indenture.

        In addition, APCOA/Standard may, at its option and at any time, elect to have the obligations of APCOA/Standard and the Guarantors released with respect to certain covenants that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

APCOA/Standard must irrevocably deposit with the trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as

93

will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and APCOA/Standard must specify whether the notes are being defeased to maturity or to a particular redemption date;

(2)

in the case of Legal Defeasance, APCOA/Standard has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) APCOA/Standard has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the 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 will 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 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 Covenant Defeasance, APCOA/Standard has delivered to the trustee an opinion of counsel 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 has occurred and is 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 the indenture) to which APCOA/Standard or any of its Subsidiaries is a party or by which APCOA/Standard or any of its Subsidiaries is bound;



(6)

APCOA/Standard 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)

APCOA/Standard must deliver to the trustee an officers' certificate stating that the deposit was not made by APCOA/Standard with the intent of preferring the Holders of notes over the other creditors of APCOA/Standard with the intent of defeating, hindering, delaying or defrauding creditors of APCOA/Standard or others; and



(8)

APCOA/Standard must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the Holders of a

94

majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

        Without the consent of each Holder affected, an amendment or waiver 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 the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption "—Repurchase at the Option of Holders");



(3)

reduce the rate of or change the time for payment of interest on any note;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, 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 notes 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 the 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 one of the covenants described above under the caption "—Repurchase at the Option of Holders"); or



(8)

make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any Holder of notes, APCOA/Standard, the Guarantors and the trustee may amend or supplement the indenture or the notes:

(1)

to cure any ambiguity, defect or inconsistency;



(2)

to provide for uncertificated notes in addition to or in place of certificated notes;



(3)

to provide for the assumption of APCOA/Standard's and the Guarantor's obligations to Holders of notes in the case of a merger or consolidation;



(4)

to make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the indenture of any such Holder;



(5)

to comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;



(6)

to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture; or



(7)

to allow any Subsidiary to Guarantee the notes.

95

Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, 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 been deposited in trust and thereafter repaid to APCOA/Standard, 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 APCOA/Standard 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 of cash in U.S. dollars and non-callable Government Securities, in 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 the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which APCOA/Standard or any Guarantor is a party or by which APCOA/Standard or any Guarantor is bound;



(3)

APCOA/Standard or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and



(4)

APCOA/Standard has delivered irrevocable instructions to the trustee under the 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, APCOA/Standard 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.

Concerning the Trustee

        If the trustee becomes a creditor of APCOA/Standard or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

        The Holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any Holder of notes, unless such Holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

96

Additional Information

        Anyone who receives this prospectus may obtain a copy of the indenture and registration rights agreement without charge by writing to APCOA/Standard, Inc., 900 North Michigan Avenue, Suite 1600, Chicago, Illinois 60611, Attention: General Counsel.

Certain Definitions

        Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "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.

        "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, means 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 will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

        "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 APCOA/Standard and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption "—Repurchase at the Option of Holders-Change of Control" and/or the provisions described above under the caption "—Certain Covenants-Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and



(2)

the issuance or sale of Equity Interests by any of APCOA/Standard'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 APCOA/Standard and its Wholly Owned Restricted Subsidiaries,



(3)

an issuance of Equity Interests by a Restricted Subsidiary to APCOA/Standard, AP Holdings or to another Wholly Owned Subsidiary; and



(4)

a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption "—Certain Covenants—Restricted Payments."

97

        "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.

        "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 the general partner of the partnership; and



(3)

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

        "Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that 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 Facility 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;

98

(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.

        "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 APCOA/Standard and its Subsidiaries, in each case, taken as a whole to any "person" (as that term is used 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 APCOA/Standard;



(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 APCOA/Standard, 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 APCOA/Standard are not Continuing Directors; or



(5)

AP Holdings, Inc. or APCOA/Standard 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 or APCOA/Standard, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of AP Holdings or APCOA/Standard 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 APCOA/Standard 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).

        "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

99

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), 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 APCOA/Standard or a Restricted Subsidiary, projected quantifiable improvements in operating results (on an annualized basis) due to cost reductions calculated in good faith by APCOA/Standard 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 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 APCOA/Standard 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;

100

(4)

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

(5)

the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to APCOA/Standard or one of its Restricted Subsidiaries for purposes of the covenant described under the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock."

        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of APCOA/Standard who:

(1)

was a member of such Board of Directors on the date of the indenture; or

(2)

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" 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 the indenture, by and among APCOA/Standard and LaSalle Bank National Association as Agent, LaSalle Bank National Association and Bank One, N.A., providing for up to $40.0 of borrowings consisting of a revolving credit facility and a term loan facility together with all related agreements, instruments and documents executed or delivered pursuant thereto at any time (including, without limitation, all mortgages, guarantees, security agreements and all other collateral and security documents), in each case as such agreements, instruments and documents may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreements adding Subsidiaries as additional borrowers or guarantors thereunder or 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 the covenant described "—Incurrence of Indebtedness and Issuance of Preferred Stock") 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.

        "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.

        "Designated Senior Debt" means:

(1)

any Indebtedness outstanding under the Credit Agreement; and

(2)

any other Senior Debt permitted under the indenture, the principal amount of which is $25.0 million or more and that has been designated by APCOA/Standard 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,

101

any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require APCOA/Standard to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that APCOA/Standard may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments."

        "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).

        "Existing Indebtedness" means Indebtedness of APCOA/Standard and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the indenture, until such amounts are repaid.

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

(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 on Equity Interests payable solely in Equity Interests of APCOA/Standard, 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

102

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, 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 the indenture.

        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America for the payment of 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 subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the 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.

        "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,

103

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.

        "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 APCOA/Standard or to the creditors of APCOA/Standard, as such, or to the assets of APCOA/Standard, or (ii) any liquidation, dissolution, reorganization or winding up of APCOA/Standard, 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 APCOA/Standard.

        "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 APCOA/Standard or any Restricted Subsidiary of APCOA/Standard sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of APCOA/Standard such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of APCOA/Standard, APCOA/Standard 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 final paragraph of the covenant described above under the caption "—Certain Covenants-Restricted Payments." The acquisition by APCOA/Standard or any Subsidiary of APCOA/Standard of a Person that holds an Investment in a third Person will be deemed to be an Investment by APCOA/Standard 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 final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments."

        "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.

104

        "Net Income" means, with respect to any specified 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:

(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 APCOA/Standard 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 APCOA/Standard 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 being offered hereby) of APCOA/Standard 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 APCOA/Standard or any of its Restricted Subsidiaries.

        "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 relevant document, whether or not an allowed claim, and any obligation to redeem or defease any of the foregoing.

        "Permitted Business" means any of the businesses and any other businesses related to the businesses engaged in by APCOA/Standard and its respective Restricted Subsidiaries on the date of the Indenture.

"Permitted Holders" means the holders of APCOA/Standard's 18% Senior Convertible Redeemable Preferred Stock due 2008.

        "Permitted Investments" means:

(1)

any Investment in APCOA/Standard or in a Wholly Owned Restricted Subsidiary of APCOA/Standard that is engaged in a Permitted Business;

(2)

any Investment in Cash Equivalents;

105

(3)

any Investment by APCOA/Standard or any Restricted Subsidiary of APCOA/Standard in a Person, if as a result of such Investment:

(a)

such Person becomes a Wholly Owned Restricted Subsidiary of APCOA/Standard 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, APCOA/Standard or a Wholly Owned Restricted Subsidiary of APCOA/Standard 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 the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales";

(5)

any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of APCOA/Standard;

(6)

loans and advances made after the date of the indenture to Steamboat Holdings, Inc. or any successor thereto not to exceed $10.0 million at any time outstanding;

(7)

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 APCOA/Standard or a Subsidiary of APCOA/Standard;

(8)

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)

loans and advances made after the date of the indenture to AP Holdings, Inc., not to exceed $9.0 million at any time outstanding.

        "Permitted Liens" means:

(1)

Liens on assets of APCOA/Standard and any Guarantor securing Indebtedness and other Obligations under Credit Facilities that were permitted by the terms of the indenture to be incurred;

(2)

Liens in favor of APCOA/Standard;

(3)

Liens on property of a Person existing at the time such Person is merged with or into or consolidated with APCOA/Standard or any Restricted Subsidiary of APCOA/Standard; 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 APCOA/Standard or the Subsidiary;

(4)

Liens on property existing at the time of acquisition of the property by APCOA/Standard or any Restricted Subsidiary of APCOA/Standard; 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 the 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;

106

(8)

Liens incurred in the ordinary course of business of APCOA/Standard or any Restricted Subsidiary of APCOA/Standard 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 APCOA/Standard or such Restricted Subsidiary;

(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 APCOA/Standard 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 APCOA/Standard or its Subsidiary with respect to which APCOA/Standard 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 the second paragraph of the covenant entitled "—Certain Covenants-Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with such Indebtedness.

        "Permitted Refinancing Indebtedness" means any Indebtedness of APCOA/Standard 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 APCOA/Standard 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 APCOA/Standard 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 entity.

107

        "Principals" means Steamboat Holdings, Inc., John V. Holten or, in the case of APCOA/Standard, AP Holdings, Inc.

        "Receivables" means, with respect to any Person or entity, all of the following property and interests in property of such Person or entity, 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.

        "Related Party" means:

(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.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" means any Subsidiary that is not an Unrestricted Subsidiary.

        "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 hereof.

        "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 APCOA/Standard or its Restricted Subsidiaries under the terms of the indenture, unless the instrument under which such

108

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:

(a)

any liability for federal, state, local or other taxes owed or owing by APCOA/Standard;

(b)

any Indebtedness of APCOA/Standard to any of its Subsidiaries or other Affiliates;

(c)

any trade payables; or

(d)

any Indebtedness that is incurred in violation of the indenture.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will 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 Notes" means notes issued under the Subordinated Note Indenture.

        "Subordinated Note Indenture" means that certain Indenture dated as of March 30, 1998, by and among APCOA/Standard, the guarantors named therein and State Street Bank and Trust Company, as such agreement is in effect on the date of the indenture.

        "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).

        "Unrestricted Subsidiary" means any Subsidiary that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution; 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 APCOA/Standard or any Restricted Subsidiary of APCOA/Standard unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to APCOA/Standard or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of APCOA/Standard;

(3)

is a Person with respect to which neither APCOA/Standard 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 APCOA/Standard or any of its Restricted Subsidiaries. Any such designation by the Board of Directors shall be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing conditions and was permitted by the covenant described above under the caption "—Certain Covenants—

109

Restricted Payments." 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 the indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of APCOA/Standard as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," APCOA/Standard shall be in default of such covenant). The Board of Directors of APCOA/Standard 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 APCOA/Standard of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (i) such Indebtedness is permitted under the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," and (ii) no Default or Event of Default would be in existence following such designation.

        "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 (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

(2)

the then outstanding principal amount of such Indebtedness.

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

110

BOOK-ENTRY, DELIVERY AND FORM

        The unregistered notes were offered and sold in the United States or to U.S. persons in connection with the exchange offer of notes solely to qualified institutional buyers as defined in Rule 144A of the Securities Act, institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and in offshore transactions in reliance on Regulation S. Except as set forth below, notes will be issued in registered, global form in denominations of $100 principal amount and integral multiples of $100; provided, however, to the extent that the amount of notes to be issued to tendering holders of unregistered notes is greater than $1,000 in principal amount, registered notes shall be issued in multiples of $1,000 and integral multiples of $1,000, with the remaining principal amount issued in denominations of $100 principal amount and integral multiples of $100.

The Global Notes

        Except as described below, we initially issued the unregistered notes and we will initially issue the registered notes in the form of one or more permanent global certificates in definitive, fully registered form. Upon the closing of the exchange offer, these global notes will be deposited with, or on behalf of, the Depository Trust Company, or "DTC," and registered in the name of Cede & Co., as nominee of DTC, or will remain in the custody of the trustee pursuant to the FAST Balance Certificate Agreement between DTC and the trustee. All interests in global notes, including those held through Euroclear Bank SA/N.V., as operator of the Euroclear System, or Clearstream Banking, societe anonyme may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of these systems.

        Except as set forth below, the global notes may be transferred, in whole and not in part, solely to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below. You may hold your beneficial interests in the global notes directly through DTC if you have an account with DTC or indirectly through organizations that have an account with DTC.

        Any beneficial interest in one of the global notes that is transferred to a person who takes delivery in the form of an interest in another global note will, upon transfer, cease to be an interest in this global note and become an interest in the other global note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other global note for as long as it remains such an interest.

Certain Book-Entry Procedures for the Global Notes

        The descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. Neither we nor the initial purchasers of the unregistered notes take any responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

        DTC has advised us that it is

•

a limited purpose trust company organized under the laws of the State of New York,



•

a "banking organization" within the meaning of the New York Banking Law,



•

a member of the Federal Reserve System,



•

a "clearing corporation" within the meaning of the Uniform Commercial Code, as amended, and



•

a "clearing agency" registered pursuant to Section 17A of the Exchange Act.

111

        DTC was created to hold securities for its participants and facilitates the clearance and settlement of securities transactions between participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC's participants include securities brokers and dealers, including the initial purchasers of the unregistered notes; banks and trust companies; clearing corporations and some other organizations. Indirect access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a participant, either directly or indirectly. Investors who are not participants may beneficially own securities held by or on behalf of DTC only through participants or Indirect Participants.

        We expect that pursuant to procedures established by DTC,

•

upon deposit of the global securities, DTC will credit the accounts of participants with an interest in the global notes, and



•

ownership of the notes will be shown on, and the transfer of ownership of the will be effected only through, records maintained by DTC, with respect to the interests of participants and the records of participants and the indirect participants, with respect to the interests of persons other than participants in DTC.

        The laws of some jurisdictions may require that some purchasers of securities take physical delivery of the securities in definitive form. Accordingly, the ability to transfer interests in the notes represented by a global note to these persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in notes represented by a global note to pledge or transfer that interest to persons or entities that do not participate in DTC's system, or to otherwise take actions in respect of that interest, may be affected by the lack of a physical definitive security in respect of such interest.

        So long as DTC or its nominee is the registered owner of the global notes, DTC or the nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by the global notes for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a global note

•

will not be entitled to have notes represented by the global note registered in their names,



•

will not receive or be entitled to receive physical delivery of certificated notes, and



•

will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.

        Accordingly, each holder owning a beneficial interest in a global note must rely on the procedures of DTC and, if the holder is not a participant or an indirect participant in DTC, on the procedures of the participant through which the holder owns its interest, to exercise any rights of a holder of Notes under the indenture or the global note. We understand that under existing industry practice, if we request any action of holders of notes, or a holder that is an owner of a beneficial interest in a global note desires to take any action that DTC, as the holder of the global note, is entitled to take, then DTC would authorize its participants to take the action and the participants would authorize holders owning through participants to take the action or would otherwise act upon the instruction of these holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to the notes.

        Payments with respect to the principal of, and premium, if any, liquidated damages, if any, and interest on, any notes represented by a global note registered in the name of DTC or its nominee on

112

the applicable record date will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the global note representing those notes under the indenture governing the notes. Under the terms of the indenture, we and the trustee may treat the persons in whose names the notes, including the global notes, are registered as the owners of these notes for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability for the payment of the amounts to owners of beneficial interests in a global note, including principal, premium, if any, liquidated damages, if any, and interest. Payments by the participants and the indirect participants to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of the participants or the indirect participants and DTC.

        Transfers between participants in DTC will be effected in accordance with DTC's procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

        Subject to compliance with the transfer restrictions applicable to the notes, cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, these cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in the system in accordance with the rules and procedures and within the established deadlines, Brussels time, of the system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a participant in DTC will be credited, and this crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day, which must be a business day for Euroclear and Clearstream, immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interest in a global security by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform these procedures, and these procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A global note is exchangeable for definitive notes in registered certificated form ("Certificated Notes") if:

(1)

DTC (a) notifies APCOA/Standard that it is unwilling or unable to continue as depositary for the Global Notes and APCOA/Standard fails to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act;

113

(2)

APCOA/Standard, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or



(3)

there has occurred and is continuing a Default or Event of Default with respect to the notes.

        In addition, beneficial interests in a global note may be exchanged for certificated notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, certificated notes delivered in exchange for any global note or beneficial interests in global notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in "Notice to Investors," unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

        Certificated Notes may not be exchanged for beneficial interests in any global note unless the transferor first delivers to the trustee a written certificate, in the form provided in the indenture, stating that the transfer will comply with the appropriate transfer restrictions applicable to such notes.

114

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following is a description of the material U.S. federal income tax considerations relating to the exchange of unregistered notes for registered notes pursuant to the exchange offer. This description deals only with registered notes held as capital assets (as defined in the U.S. Internal Revenue Code of 1986, as amended (the "Code")) by initial holders that acquire the registered notes pursuant to the exchange offer. This description does not purport to be a complete analysis of all potential tax considerations that may be relevant to such holders. This description does not address the tax considerations applicable to holders that may be subject to special tax rules, such as:

•

insurance companies;



•

tax-exempt organizations;



•

financial institutions;



•

brokers and dealers or traders in securities or currencies;



•

banks;



•

former U.S. citizens and long-term residents;



•

real estate investment trusts;



•

regulated investment companies;



•

grantor trusts;



•

persons subject to the alternative minimum tax;



•

persons holding unregistered notes or registered notes as part of a "straddle," "hedge," "conversion transaction" or "integrated transaction" for U.S. federal income tax purposes; and



•

persons that have a functional currency for U.S. federal income tax purposes other than the U.S. dollar.

This description also does not address U.S. federal estate and gift tax consequences or the tax consequences under the laws of any state, locality or non-U.S. jurisdiction. Holders should consult their tax advisors with regard to the application of the U.S. federal income tax laws to their particular situation. This description is based on the Code, existing and proposed U.S. Treasury Regulations promulgated thereunder, current administrative rulings and court decisions, in each case, in effect and available as of the date hereof. All of the foregoing are subject to change, and any such change could be retroactive and could affect the continuing validity of this description. These income tax laws and regulations are also subject to various interpretations, and the Internal Revenue Service or the United States courts could later disagree with the explanations or conclusions set out below.

        As used in this description, "U.S. Holder" means a beneficial owner of unregistered notes or registered notes, as the case may be, who, for U.S. federal income tax purposes, is:

•

a citizen or resident of the United States;



•

a corporation or partnership created or organized in or under the laws of the United States or any political subdivision of the U.S., including the District of Columbia;



•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or



•

a trust if: (1) such trust validly has elected to be treated as a United States person for U.S. federal income tax purposes or (2) (A) a United States court is able to exercise primary

115

supervision over the administration of the trust and (B) one or more United States persons have the authority to control all substantial decisions of the trust.

        If a partnership, or any other entity treated as a partnership for U.S. federal income tax purposes, holds the unregistered notes or registered notes, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisor as to its tax consequences.

Exchange Offer

        If you are a U.S. Holder, the exchange of unregistered notes by you for registered notes pursuant to the exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes. If you are a U.S. Holder, you will not recognize gain or loss upon the receipt of registered notes pursuant to the exchange offer and will be required to treat the registered notes, any payments thereon, and any accrued original issue discount thereon (as defined in the Code) for U.S. federal income tax purposes as if the exchange offer had not occurred. If you are a U.S. Holder, your holding period for registered notes will include the holding period for the unregistered notes exchanged pursuant to the exchange offer and your adjusted basis in registered notes will be the same as your adjusted basis in such unregistered notes.

The above description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership, and disposition of the registered notes. You should consult with your own tax advisor regarding the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences that may arise under the laws of any state, local, or other taxing jurisdiction.

116

PLAN OF DISTRIBUTION

        We are not using any underwriters for this exchange offer. We are also bearing the expenses of the exchange.

        Each broker-dealer that receives registered notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such registered notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of registered notes received in exchange for unregistered notes where such unregistered notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                        , 2002, all dealers effecting transactions in the registered notes may be required to deliver a prospectus.

        We will not receive any proceeds form any sale of registered notes by broker-dealers. Registered notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the registered notes or a combination of such methods of resale, at market prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such registered notes. Any broker-dealer that resells registered notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such registered notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of registered notes and any commission or concession received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        Certain matters with respect to the notes will be passed upon for us by White & Case LLP, New York, New York.

EXPERTS

        The consolidated financial statements of APCOA/Standard Parking, Inc. as of December 31, 2001 and 2000, and for each of the three years in the period ended December 31, 2001, included in this prospectus, have been audited by Ernst & Young LLP, independent auditors, as stated in their reports appearing herein.

117

INDEX TO HISTORICAL FINANCIAL STATEMENTS

		Page
APCOA/Standard Parking, Inc.
	Report of Ernst & Young LLP, Independent Auditors	F-2
	Consolidated Balance Sheets as of December 31, 2001 and 2000	F-3
	Consolidated Statements of Operations for each of the three years in the period ended December 31, 2001	F-4
	Consolidated Statements of Stockholders' Deficit for each of the three years in the period ended December 31, 2001	F-5
	Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2001	F-6
	Notes to Consolidated Financial Statements	F-7

F-1

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

F-2

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.

F-3

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.

F-4

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.

F-5

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.

F-6

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

F-7

(average of approximately 7 years). Depreciation and amortization includes (gains) losses on 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.

F-8

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.

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.

F-9

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.

        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

F-10

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.

        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.

F-11

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

F-12

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 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).

F-13

        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 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.

F-14

        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 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

F-15

        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	$	—		$	—

        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

F-16

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.

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.

F-17

Note H. Redeemable Preferred Stock (Continued)

        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.

F-18

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 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	)

F-19

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	)
	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	)

F-20

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
		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

F-21

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

F-22

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.

F-23

APCOA STANDARD PARKING, INC.

INDEX TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS

	Page
APCOA/Standard Parking, Inc.
Description of Unaudited Pro Forma Consolidated Financial Statements	P-2
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2001	P-3
Notes to Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2001	P-4
Unaudited Pro Forma Consolidated Statements of Operations for the Year Ended December 31, 2001	P-5
Notes to Unaudited Pro Forma Consolidated Statement of Operations for the Years Ended December 31, 2001 and 2000	P-6

P-1

APCOA STANDARD PARKING, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

        The following sets forth the Unaudited Pro Forma Consolidated Balance Sheet and the Unaudited Pro Forma Consolidated Statements of Operations of APCOA/Standard Parking, Inc. in each case giving effect to the exchange offer as of December 31, 2001 (in the case of the Unaudited Pro Forma Consolidated Balance Sheet) and the beginning of the year ended December 31, 2001 (in the case of the Unaudited Pro Forma Consolidated Statements of Operations). The Unaudited Pro Forma Consolidated Financial Statements of the Company do not purport to present the financial position or results of operations of the Company had the transactions assumed herein occurred on the dates indicated, nor are they necessarily indicative of the results of operations which may be expected to occur in the future.

P-2

APCOA/STANDARD PARKING, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of December 31, 2001
(in thousands, except for share data)

			Actual			Pro Forma Adjustments			Pro Forma
ASSETS
Current assets:
	Cash and cash equivalents		$	7,602		$	(700	)(1)	$	4,202
	Notes and accounts receivable, net			40,276			(2,700	)(3)		40,276
	Prepaid expenses and supplies			1,194			—			1,194
Total current assets				49,072			(3,400	)		45,672
Leaseholds and equipment, net				18,583			—			18,583
Advances and deposits				1,196			—			1,196
Cost in excess of net assets acquired				115,332			—			115,332
Intangible and other assets				8,051			—			8,051
		Total assets	$	192,234		$	(3,400	)	$	188,834
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Accounts payable		$	34,620		$	—		$	34,620
	Accrued and other current liabilities			33,054			(9,700	)(1)		20,654
	Current portion of long-term borrowings			1,554			(2,700	)(3)		1,554
Total current liabilities				69,228			(12,400	)		56,828
Long-term borrowings, excluding current portion:
	Senior Credit Facility			28,600			(9,500	)(1)		19,100
	14% Senior Subordinated Second Lien Notes due 2006 (including $15,747 of carrying value in excess of principal)			—			59,285	(1)		75,032
							15,747	(1)
	91/4% Senior Subordinated Notes due 2008 (including $1,091 of carrying value in excess of principal)			140,000			(56,123	)(1)		49,968
							(35,000	)(2)
							1,091	(1)
	Other debt			5,103			—			5,103
				173,703			(24,500	)		149,203
Other long-term liabilities				12,658			—			12,658
18% Senior convertible preferred stock due 2008				—			35,000	(2)		35,000
Redeemable preferred stock				61,330			(1,500	)(1)		59,830
Common stock subject to put/call rights;
	5.01 shares issued and outstanding			8,500			—			8,500
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
	Accumulated other comprehensive loss			(803	)		—			(803	)
	Accumulated deficit			(143,805	)		—			(143,805	)
Total stockholders' deficit				(133,185	)		—			(133,185	)
Total liabilities and stockholders' deficit			$	192,234		$	(3,400	)	$	188,834

P-3

APCOA/STANDARD PARKING, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of December 31, 2001
(in thousands, except for sharedata)

(1)

Reflects the issuance of $59,285 of 14% Senior Subordinated Second Lien Notes due 2006 in the Offering. The application of the proceeds therefrom are as follows:

Purchase of $56,123 (face value) of 91/4% Senior Subordinated Notes due 2008 at 70%	$	39,285
Repayment of existing credit facility		9,500
Redemption of the Company's redeemable preferred stock		1,500
Payment of accrued fees and expenses (including $1.3 million capitalized as deferred financing fees)		9,700
Cash on hand		(700	)
	$	59,285

In accordance with accounting rules for troubled debt restructurings (i.e., FASB Statement No. 15), the $16,838 ($15,747 related to the new notes and $1,091 related to the 9¹/4% notes) reduction in principal arising from the refinancing remains characterized as "debt", but will be amortized as a reduction to interest expense over the combined term of the new and remaining old notes using the effective interest method.

(2)

Represents the exchange of $35.0 million of 9¹/4% Senior Subordinated Notes for 18% pay in kind Preferred Stock.

(3)

Represents the payment of accrued and unpaid interest of $2,700 on the 9¹/4% Senior Subordinated Notes tendered and accepted for exchange as of December 31, 2001.

P-4

APCOA/STANDARD PARKING, INC.

UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2001
(in thousands)

		Actual			Adjustments for Offering			Pro Forma
Gross customer collections		$	1,505,645		$	—		$	1,505,645
Parking service revenue:
	Lease contracts	$	156,411		$	—		$	156,411
	Management contracts		87,403			—			87,403
			243,814			—			243,814
Cost of parking services:
	Lease contracts		142,555			—			142,555
	Management contracts		44,272			—			44,272
			186,827			—			186,827
Gross profit			56,987			—			56,987
General and administrative expenses			29,979			—			29,979
Other special charges			15,869			—			15,869
Depreciation and amortization			15,501			—			15,501
Operating loss			(4,362	)		—			(4,362	)
Interest expense (income):
	Interest expense		16,829			5,958	(1)		13,504
						(6,045	)(2)
						(3,238	)(3)
	Noncash interest expense		1,574			608	(1)		1,511
						(139	)(2)
						(325	)(5)
						(207	)(6)
	Interest income		(321	)		—			(321	)
	Noncash interest income		(483	)		—			(483	)
			17,599			(3,388	)		14,211
Bad debt expense related to non-operating receivables			12,878			—			12,878
Income (loss) before minority interest and income taxes			(34,839	)		3,388			(31,451	)
Minority interest			209			—			209
Income tax expense			406			—			406
Net income (loss)			(35,454	)		3,388			(32,066	)
Preferred stock dividends			6,354			9,609	(4)		15,963
Increase in fair value of stock subject to put/call rights			2,196			—			2,196
Net loss attributable to common stockholders		$	(44,004	)	$	(6,221	)	$	(50,225	)

P-5

APCOA/STANDARD PARKING, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS

For the year ended December 31, 2001
(in thousands)

        (1) Represents increase to interest to reflect issuance of the 14% Senior Subordinated Second Lien Notes (10% cash pay) for each period as follows:

	Year Ended December 31, 2001
Issuance of $59.3 million second lien notes at 10% cash pay interest	$	5,958
Issuance of $59.3 million second lien notes at 4% noncash interest	$	2,395
Amortization of premium		722
Amortization of excess of book carrying value over principal		(2,509	)
	$	608

        (2) Represents reduction in interest due to repurchase of 9¹/4% Senior Subordinated Notes and the repayment of the credit facility:

	Year Ended December 31, 2001
Reduction of interest on 91/4% Senior Subordinated Notes	$	(5,191	)
Reduction of interest on the senior credit facility		(854	)
	$	(6,045	)
Amortization of excess of book carrying value over principal	$	(139	)

        (3) Represents reduction in interest from the exchange of 9¹/4% Senior Subordinated Notes for 18% Preferred Stock as follows:

	Year Ended December 31, 2001
Decrease in interest on $35.0 million of 91/4% Senior Subordinated Notes	$	(3,238	)

P-6

APCOA/STANDARD PARKING, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS

For the year ended December 31, 2001
(in thousands)

        (4)    Represents increase in preferred stock dividends as follows:

	Year Ended December 31, 2001
Increase due to $35.0 million preferred stock issued	$	9,782
Decrease due to repurchase of $1.5 million preferred stock		(173	)
	$	9,609

        (5)    Represents the reduction of amortization of deferred financing costs due to the writeoff of such costs pertaining to the reduction of the 9¹/4% Senior Subordinated Notes as follows:

	Year Ended December 31, 2001
Reduction of amortization	$	(325	)

        (6) Represents the net effect of the amortization of deferred financing costs of the new senior credit facility:

	Year Ended December 31, 2001
Increase in amortization for deferred financing costs of new facility	$	578
Decrease in amortization for deferred financing costs of old facility		(785	)
Net effect of amortization of deferred financing costs	$	(207	)

P-7

APCOA/Standard Parking, Inc.

Offer to Exchange

$59,285,000

Unregistered 14% Senior Subordinated Second Lien Notes due 2006

for

Registered 14% Senior Subordinated Second Lien Notes due 2006

PROSPECTUS

                        , 2002

        We have not authorized any dealer, salesperson, or other person to give any information or represent anything not contained in this prospectus or the accompanying letter of transmittal. You must not rely on any unauthorized information. This prospectus and the accompanying letter of transmittal do not offer to sell or ask you to buy any securities in any jurisdiction where it is unlawful. The information contained in this prospectus is current as of            , 2002.

        Until            , 2002, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which permits a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (i) for any breach of the director's fiduciary duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which the director derived an improper personal benefit. The Company's Amended and Restated Certificate of Incorporation contains the provisions permitted by Section 102(b)(7) of the DGCL.

        Reference is made to Section 145 of the DGCL which provides that a corporation may indemnify any persons, including directors and officers, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of another corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interest and, with respect to any criminal actions or proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify directors and/or officers in an action or suit by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the director or officer is adjusted to be liable to the corporation. Where a director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such director or officer actually and reasonably incurred.

        The above provisions of the DGCL are nonexclusive.

        Article VIII, Section 2(a) of the Company's Amended and Restated Certificate of Incorporation provides that the Company shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors. Any rights to indemnification conferred in Section 2 are contract rights and include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition, except that, if the DGCL requires, the payment of such expenses incurred by a director or officer in such capacity in advance of final disposition shall be made only upon delivery to the Company of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it is ultimately determined that such director or officer is not entitled to be indemnified under Section 2 or otherwise. By action of the board of directors, the Company may extend such indemnification to employees and agents of the Company.

        Article VIII, Section 2(d) of the Company's Amended and Restated Certificate of Incorporation provides that the Company may maintain insurance, at its expense, to protect itself and any director or officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.

II-1

ITEM 21. EXHIBIT AND FINANCIAL STATEMENTS INDEX

(a)

Exhibits:

Exhibit Number		Description
3.1		Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to exhibit 3.1 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.2		Amended and Restated By-Laws of the Company (incorporated by reference to exhibit 3.3 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.3	*	Certificate of Designations, Preferences and Relative, Participating, Optional and other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series C Redeemable Preferred Stock of the Company dated March 30, 1998.
3.4		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 the Company dated January 10, 2002 (incorporated by reference to exhibit 3.5 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
3.5		Article of Amendment and Articles of Incorporation of A-1 Auto Park, Inc. (incorporated by reference to exhibit 3.9 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.6		Amended and Restated By-Laws of A-1 Auto Park, Inc. (incorporated by reference to exhibit 3.10 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.7		Certificate of Amendment of Certificate of Incorporation of APCOA Capital Corporation. (incorporated by reference to exhibit 3.7 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.8		By-Laws of APCOA Capital Corporation (incorporated by reference to exhibit 3.8 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.9		Certificate of Amendment of Articles of Incorporation of Century Parking, Inc. (incorporated by reference to exhibit 3.23 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998).
3.10		By-Laws for the Regulation, except as otherwise provided by statute or its Articles of Incorporation, of Century Parking, Inc. (incorporated by reference to exhibit 3.24 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998).
3.11		Articles of Amendment and Articles of Organization of Events Parking Co., Inc. (incorporated by reference to exhibit 3.13 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.12		By-Laws of Events Parking Co., Inc. (incorporated by reference to exhibit 3.14 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.13	*	Articles of Incorporation of Hawaii Parking Maintenance Inc.

II-2

3.14	*	By-Laws of Hawaii Parking Maintenance Inc.
3.15		Articles of Organization of Metropolitan Parking System, Inc. (incorporated by reference to exhibit 3.11 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.16		By-Laws of Metropolitan Parking System, Inc. (incorporated by reference to exhibit 3.12 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on April 17, 1998).
3.17		Amended Articles of Incorporation of S&S Parking, Inc. (incorporated by reference to exhibit 3.21 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998).
3.18		By-Laws of S&S Parking, Inc. (incorporated by reference to exhibit 3.22 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998).
3.19	*	Articles of Incorporation of Sentinel Parking Co. of Ohio, Inc.
3.20	*	Code of Regulations of Sentinel Parking Co.
3.21		Restated Articles of Incorporation of Sentry Parking Corporation (incorporated by reference to exhibit 3.25 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998, July 15, 1998).
3.22		By-Laws of Sentry Parking Corporation (incorporated by reference to exhibit 3.26 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998).
3.23		Articles of Amendment to the Articles of Incorporation of Standard Auto Park, Inc. (incorporated by reference to exhibit 3.22 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.24		Amended and Restated By-Laws of Standard Auto Park, Inc. (incorporated by reference to exhibit 3.23 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.25		Articles of Incorporation of Standard Parking Corporation(incorporated by reference to exhibit 3.15 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.26		Articles of Amendment to the Articles of Incorporation of Standard Parking Corporation (incorporated by reference to exhibit 3.16 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.27		Amended and Restated By-Laws of Standard Parking Corporation (incorporated by reference to exhibit 3.17 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.28		Articles of Incorporation of Standard Parking Corporation IL (incorporated by reference to exhibit 3.20 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.29		By-Laws of Standard Parking Corporation IL (incorporated by reference to exhibit 3.21 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).

II-3

3.30		Articles of Incorporation of Tower Parking, Inc (incorporated by reference to exhibit 3.3 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.31		Code of Regulations of Tower Parking, Inc (incorporated by reference to exhibit 3.4 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.32	*	Amended Articles of Incorporation of Virginia Parking Service, Inc.
3.33	*	By-Laws of Virginia Parking Service, Inc.
3.34	*	Amended and Restated Articles of Organization of APCOA Bradley Parking Company, LLC.
3.35	*	Limited Liability Company Agreement of APCOA Bradley Parking Company, LLC.
3.36	*	Articles of Organization of APCOA LaSalle Parking Company, LLC.
3.37	*	Operating Agreement of APCOA LaSalle Parking Company, LLC.
3.38	*	Amended Certificate of Incorporation of Executive Parking Industries, L.L.C.
3.39	*	Limited Liability Company Agreement of Executive Parking Industries, L.L.C.
4.1		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 Wilmington Trust Company (incorporated by reference to exhibit 4.15 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
4.2		Supplemental Indenture governing the Company's 91/4% Senior Subordinated Notes due 2008, dated as of January 11, 2002, by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company.
4.3		Form of the Company's 14% Senior Subordinated Second Lien Note Due 2006 (incorporated by reference to exhibit 4.16 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
4.4		Form of the Company's 14% Senior Subordinated Second Lien Note Guarantee Due 2006 (incorporated by reference to exhibit 4.17 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
4.5		Indenture governing the Company's 91/4% Senior Subordinated Notes due 2008, dated as of March 30, 1998, by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company (incorporated by reference to exhibit 4.1 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
4.6		Form of 91/4% Note (incorporated by reference to exhibit 4.2 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
4.7		Form of 91/4% Note Guarantee (incorporated by reference to exhibit 4.3 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
4.8		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 of the Company's Annual Report on Form 10-K filed for December 31, 1998).

II-4

4.9		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 of the Company's Annual Report on Form 10-K filed for December 31, 1998).
5.1	*	Legal Opinion of White & Case as to the legality of the securities being issued.
8.1	*	Legal Opinion of White & Case as to certain tax matters.
10.1		Amended and Restated Senior Credit Agreement dated January 11, 2002 by and among the Company, LaSalle Bank National Association and various Lenders, as defined therein (incorporated by reference to exhibit 10.37 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.2		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 (incorporated by reference to exhibit 10.38 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.3		Exchange and Amendment Agreement dated November 20, 2001 by and among the Company and Fiducia, Ltd. (incorporated by reference to exhibit 10.30 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.4		Registration Rights Agreement, dated as of January 11, 2002, by and among the Company, the Subsidiary Guarantors and Credit Suisse First Boston Corporation.
10.5		Consulting Engagement Letter between APCOA and AP Holdings dated January 11, 2002 (incorporated by reference to exhibit 10.35 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.6		Intercreditor Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, Wilmington Trust Company and LaSalle Bank N.A.
10.7		Assignment of Partnership Interests Security Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.8		Limited Liability Company Membership Interests Security Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.9		Joint Venture Interest Security Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.10		Patent Collateral Assignment and Security Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.11		Trademark Collateral Security and Pledge Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.

II-5

10.12	Memorandum of Grant of Security Interest in Copyrights dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.13	Securities Pledge Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.14	Security Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.15	Stockholders Agreement, dated as of March 30, 1998, by and among Dosher Partners, L.P. and SP Associates and Holberg, Holdings and the Company (incorporated by reference to exhibit 10.3 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.16	Amendment to the Stockholders Agreement of the Company, dated as of March 30, 1998 by and among Dosher Partners L.P., SP Associates, Holberg Holdings and the Company, dated as of December 29, 2000 (incorporated by reference to exhibit 3.3 of the Company's Form 10-K405, File No. 333-50437, filed on April 2, 2001).
10.17	Stockholders Agreement, dated as of April 14, 1989, by and among Holdings, Holberg, Delaware North and each member of the management of the Company who is a stockholder of Holdings (incorporated by reference to exhibit 10.4 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998.)
10.18	Tax Sharing Agreement, dated as of April 28, 1989, as amended as of March 30, 1998, by and among Holberg, Holdings and the Company (incorporated by reference to exhibit 10.5 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.19	Employment Agreement between the Company and Myron C. Warshauer (incorporated by reference to exhibit 10.6 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.20	Employment Agreement between the Company and G. Walter Stuelpe, Jr (incorporated by reference to exhibit 10.7 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.21	Employment Agreement between the Company and James V. LaRocco, Jr. (incorporated by reference to exhibit 10.8 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.22	Employment Agreement between the Company and Trevor R. Van Horn (incorporated by reference to exhibit 10.9 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.23	Employment Agreement between the Company and Herbert W. Anderson, Jr. (incorporated by reference to exhibit 10.10 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.24	Employment Agreement between the Company and Michael J. Celebrezze (incorporated by reference to exhibit 10.11 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).

II-6

10.25	Employment Agreement between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.12 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.26	Employment Agreement between the Company and James A. Wilhelm (incorporated by reference to exhibit 10.14 of the Company's Annual Report of Form 10-K filed for December 31, 1998).
10.27	Employment Agreement between the Company and Herbert W. Anderson Jr. (incorporated by reference to exhibit 10.10 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.28	Employment Agreement between the Company and Robert N. Sacks dated May 18, 1998 (incorporated by reference to exhibit 10.24 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.29	Deferred Compensation Agreement between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.13 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.30	Company Retirement Plan For Key Executive Officers (incorporated by reference to exhibit 10.14 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.31	Stock option plan between the Company and eligible executives, employees, directors and/or consultants (incorporated by reference to exhibit 10.28 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.32	Consulting Agreement between the Company and Sidney Warshauer (incorporated by reference to exhibit 10.34 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.33	Consulting Agreement between the Company and Shoreline Enterprises (incorporated by reference to exhibit 10.36 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.34	Exchange Agreement by and between the Company and AP Holdings dated March 11, 2002 (incorporated by reference to exhibit 10.29 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.35	Amended and Restated Dealer Manager and Consent Solicitation Agreement between the Company and Credit Suisse First Boston Corporation dated December 19, 2001 (incorporated by reference to exhibit 10.31 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.36	Stock Option Agreement by and between the Company and Myron C. Warshauer dated March 30, 1998 (incorporated by reference to exhibit 10.32 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.37	Second Amendment to the Employment Agreement between the Company and James A. Wilhelm dated October 18, 2001 (incorporated by reference to exhibit 10.33 of the Company's Annual Report of Form 10-K filed for December 31, 2001).

II-7

10.38		Third Amendment to the Employment Agreement between the Company and James A. Wilhelm dated January 31, 2002 (incorporated by reference to exhibit 10.34 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.39		Consulting Engagement Agreement dated January 11, 2002 between the Company and AP Holdings (incorporated by reference to exhibit 10.35 of the Company's Annual Report of Form 10-K filed for December 31, 2001)
12.1	*	Statement re: computation of ratios.
21.1	*	Subsidiaries of the Company (see table 1).
23.1		Consent of Ernst & Young LLP.
23.2	*	Consent of White & Case LLP (included in Exhibit 5.1).
24.1	*	Power of Attorney (included on signature page).
25.1	*	Statement of eligibility of trustee.
99.1	*	Letter of Transmittal.
99.2	*	Notice of Guaranteed Delivery.

*

To be filed by amendment.

ITEM 22. UNDERTAKINGS

        The undersigned Registrants hereby undertake:

        (a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

        (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

        (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-8

        (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (c) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        (d) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, APCOA/Standard Parking, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

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

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President, Chief Executive Officer and Director	April 10, 2002
/s/  JOHN V. HOLTEN John V. Holten	Chairman and Director	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Executive Vice President, Chief Financial Officer and Treasurer	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting/Assistant Treasurer	April 10, 2002
/s/  GUNNAR E. KLINTBERG Gunnar E. Klintberg	Director	April 10, 2002

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

A-1 AUTO PARK, INC.
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title:  President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President and Director	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Vice President, Treasurer and Director	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting and Assistant Treasurer	April 10, 2002
/s/  ROBERT N. SACKS Robert N. Sacks	Director	April 10, 2002

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

APCOA CAPITAL CORPORATION
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title:  President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President and Director	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Vice President and Treasurer	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting and Assistant Treasurer	April 10, 2002
/s/  JOHN V. HOLTEN John V. Holten	Director	April 10, 2002
/s/  GUNNAR E. KLINTBERG Gunnar E. Klintberg	Director	April 10, 2002

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

CENTURY PARKING, INC.
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title:  Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	Chief Executive Officer and Director	April 10, 2002
/s/  RICHARD E. WILSON, JR. Richard E. Wilson, Jr.	President	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Vice President and Treasurer	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting and Assistant Treasurer	April 10, 2002

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

EVENTS PARKING CO., INC.
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title:  President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President and Director	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Treasurer and Director	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting and Assistant Treasurer	April 10, 2002
/s/  ROBERT N. SACKS Robert N. Sacks	Director	April 10, 2002

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

HAWAII PARKING MAINTENANCE, INC.
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title: President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President and Director	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Vice President and Treasurer	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting/Assistant Treasurer	April 10, 2002
/s/  GUNNAR E. KLINTBERG Gunnar E. Klintberg	Director	April 10, 2002
/s/  MICHAEL R. MILLER Michael R. Miller	Director	April 10, 2002
/s/  JOHN V. HOLTEN John V. Holten	Director	April 10, 2002

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

METROPOLITAN PARKING SYSTEM, INC.
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title: President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President and Director	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Treasurer and Director	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting/Assistant Treasurer	April 10, 2002
/s/  ROBERT N. SACKS Robert N. Sacks	Director	April 10, 2002

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

S&S PARKING, INC.
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title: President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President and Director	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Vice President and Treasurer	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting/Assistant Treasurer	April 10, 2002

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

SENTINEL PARKING CO. OF OHIO, INC.
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title: President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President and Director	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Vice President and Treasurer	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting/Assistant Treasurer	April 10, 2002
/s/  JOHN V. HOLTEN John V. Holten	Director	April 10, 2002
/s/  GUNNAR E. KLINTBERG Gunnar E. Klintberg	Director	April 10, 2002

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

SENTRY PARKING CORPORATION
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title: Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhem	Chief Executive Officer and Director	April 10, 2002
/s/  RICHARD E. WILSON, JR. Richard E. Wilson, Jr.	President	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Vice President and Treasurer	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting/Assistant Treasurer	April 10, 2002

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

STANDARD AUTO PARK, INC.
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title: President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President and Director	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Treasurer	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting/Assistant Treasurer	April 10, 2002

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

STANDARD PARKING CORPORATION
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title: President and Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President, Chief Executive Officer and Director	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Treasurer	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting/Assistant Treasurer	April 10, 2002

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

STANDARD PARKING CORPORATION IL
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title: President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President and Director	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Treasurer	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting/Assistant Treasurer	April 10, 2002

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

TOWER PARKING, INC.
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title: President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President and Director	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Vice President and Treasurer	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting/Assistant Treasurer	April 10, 2002
/s/  JOHN V. HOLTEN John V. Holten	Director	April 10, 2002
/s/  GUNNAR E. KLINTBERG Gunnar E. Klintberg	Director	April 10, 2002

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

VIRGINIA PARKING SERVICE, INC.
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title: President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM James A. Wilhelm	President and Director	April 10, 2002
/s/  G. MARC BAUMANN G. Marc Baumann	Vice President and Treasurer	April 10, 2002
/s/  PAUL PERUSICH Paul Perusich	Vice President—Tax and Accounting/Assistant Treasurer	April 10, 2002

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

APCOA BRADLEY PARKING COMPANY, LLC BY: APCOA/STANDARD PARKING, INC., ITS MANAGING MEMBER
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title:  President and Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM Name: James A. Wilhelm On behalf of APCOA/Standard Parking, Inc.	Managing Member	April 10, 2002

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

APCOA LASALLE PARKING COMPANY, LLC By: APCOA/STANDARD PARKING, INC., ITS MANAGING MEMBER
By:	/s/  JAMES A. WILHELM Name: James A. Wilhelm Title:  President and Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM Name: James A. Wilhelm On behalf of APCOA/Standard Parking, Inc.	Managing Member	April 10, 2002

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chicago, State of Illinois on April 10, 2002.

EXECUTIVE PARKING INDUSTRIES, L.L.C. BY: APCOA/STANDARD PARKING, INC., ITS MANAGING MEMBER
BY:	/S/  JAMES A. WILHELM Name: James A. Wilhelm Title:  President and Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert N. Sacks and James C. Burdett his attorney-in-fact with power of substitution for him in any and all capacities, to sign any amendments, supplements, subsequent registration statements relating to the offering to which this Registration Statement relates, or other instruments he deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JAMES A. WILHELM Name: James A. Wilhelm On behalf of APCOA/Standard     Parking, Inc.	Managing Member	April 10, 2002

II-27

EXHIBITS INDEX

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to exhibit 3.1 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.2	Amended and Restated By-Laws of the Company (incorporated by reference to exhibit 3.3 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.3*	Certificate of Designations, Preferences and Relative, Participating, Optional and other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series C Redeemable Preferred Stock of the Company dated March 30, 1998.
3.4	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 the Company dated January 10, 2002 (incorporated by reference to exhibit 3.5 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
3.5	Article of Amendment and Articles of Incorporation of A-1 Auto Park, Inc. (incorporated by reference to exhibit 3.9 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.6	Amended and Restated By-Laws of A-1 Auto Park, Inc. (incorporated by reference to exhibit 3.10 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.7	Certificate of Amendment of Certificate of Incorporation of APCOA Capital Corporation. (incorporated by reference to exhibit 3.7 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.8	By-Laws of APCOA Capital Corporation (incorporated by reference to exhibit 3.8 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.9	Certificate of Amendment of Articles of Incorporation of Century Parking, Inc. (incorporated by reference to exhibit 3.23 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998).
3.10	By-Laws for the Regulation, except as otherwise provided by statute or its Articles of Incorporation, of Century Parking, Inc. (incorporated by reference to exhibit 3.24 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998).
3.11	Articles of Amendment and Articles of Organization of Events Parking Co., Inc. (incorporated by reference to exhibit 3.13 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.12	By-Laws of Events Parking Co., Inc. (incorporated by reference to exhibit 3.14 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.13*	Articles of Incorporation of Hawaii Parking Maintenance Inc.
3.14*	By-Laws of Hawaii Parking Maintenance Inc.

1

3.15	Articles of Organization of Metropolitan Parking System, Inc. (incorporated by reference to exhibit 3.11 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.16	By-Laws of Metropolitan Parking System, Inc. (incorporated by reference to exhibit 3.12 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on April 17, 1998).
3.17	Amended Articles of Incorporation of S&S Parking, Inc. (incorporated by reference to exhibit 3.21 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998).
3.18	By-Laws of S&S Parking, Inc. (incorporated by reference to exhibit 3.22 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998).
3.19*	Articles of Incorporation of Sentinel Parking Co. of Ohio, Inc.
3.20*	Code of Regulations of Sentinel Parking Co.
3.21	Restated Articles of Incorporation of Sentry Parking Corporation (incorporated by reference to exhibit 3.25 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998, July 15, 1998).
3.22	By-Laws of Sentry Parking Corporation (incorporated by reference to exhibit 3.26 of the Company's Registration Statement on Form S-4/A, File No. 333-50437, filed on June 9, 1998).
3.23	Articles of Amendment to the Articles of Incorporation of Standard Auto Park, Inc. (incorporated by reference to exhibit 3.22 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.24	Amended and Restated By-Laws of Standard Auto Park, Inc. (incorporated by reference to exhibit 3.23 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.25	Articles of Incorporation of Standard Parking Corporation(incorporated by reference to exhibit 3.15 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.26	Articles of Amendment to the Articles of Incorporation of Standard Parking Corporation (incorporated by reference to exhibit 3.16 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.27	Amended and Restated By-Laws of Standard Parking Corporation (incorporated by reference to exhibit 3.17 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.28	Articles of Incorporation of Standard Parking Corporation IL (incorporated by reference to exhibit 3.20 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.29	By-Laws of Standard Parking Corporation IL (incorporated by reference to exhibit 3.21 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.30	Articles of Incorporation of Tower Parking, Inc (incorporated by reference to exhibit 3.3 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).

2

3.31	Code of Regulations of Tower Parking, Inc (incorporated by reference to exhibit 3.4 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
3.32*	Amended Articles of Incorporation of Virginia Parking Service, Inc.
3.33*	By-Laws of Virginia Parking Service, Inc.
3.34*	Amended and Restated Articles of Organization of APCOA Bradley Parking Company, LLC.
3.35*	Limited Liability Company Agreement of APCOA Bradley Parking Company, LLC.
3.36*	Articles of Organization of APCOA LaSalle Parking Company, LLC.
3.37*	Operating Agreement of APCOA LaSalle Parking Company, LLC.
3.38*	Amended Certificate of Incorporation of Executive Parking Industries, L.L.C.
3.39*	Limited Liability Company Agreement of Executive Parking Industries, L.L.C.
4.1	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 Wilmington Trust Company (incorporated by reference to exhibit 4.15 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
4.2	Supplemental Indenture governing the Company's 91/4% Senior Subordinated Notes due 2008, dated as of January 11, 2002, by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company.
4.3	Form of the Company's 14% Senior Subordinated Second Lien Note Due 2006 (incorporated by reference to exhibit 4.16 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
4.4	Form of the Company's 14% Senior Subordinated Second Lien Note Guarantee Due 2006 (incorporated by reference to exhibit 4.17 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
4.5	Indenture governing the Company's 91/4% Senior Subordinated Notes due 2008, dated as of March 30, 1998, by and among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company (incorporated by reference to exhibit 4.1 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
4.6	Form of 91/4% Note (incorporated by reference to exhibit 4.2 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
4.7	Form of 91/4% Note Guarantee (incorporated by reference to exhibit 4.3 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
4.8	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 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
4.9	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 of the Company's Annual Report on Form 10-K filed for December 31, 1998).
5.1*	Legal Opinion of White & Case as to the legality of the securities being issued.

3

8.1*	Legal Opinion of White & Case as to certain tax matters.
10.1	Amended and Restated Senior Credit Agreement dated January 11, 2002 by and among the Company, LaSalle Bank National Association and various Lenders, as defined therein (incorporated by reference to exhibit 10.37 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.2	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 (incorporated by reference to exhibit 10.38 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.3	Exchange and Amendment Agreement dated November 20, 2001 by and among the Company and Fiducia, Ltd. (incorporated by reference to exhibit 10.30 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.4	Registration Rights Agreement, dated as of January 11, 2002, by and among the Company, the Subsidiary Guarantors and Credit Suisse First Boston Corporation.
10.5	Consulting Engagement Letter between APCOA and AP Holdings dated January 11, 2002 (incorporated by reference to exhibit 10.35 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
10.6	Intercreditor Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, Wilmington Trust Company and LaSalle Bank N.A.
10.7	Assignment of Partnership Interests Security Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.8	Limited Liability Company Membership Interests Security Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.9	Joint Venture Interest Security Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.10	Patent Collateral Assignment and Security Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.11	Trademark Collateral Security and Pledge Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.12	Memorandum of Grant of Security Interest in Copyrights dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.13	Securities Pledge Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.
10.14	Security Agreement dated January 11, 2002 by and among the Company, the Subsidiary Guarantors, and Wilmington Trust Company, as trustee and collateral agent.

4

10.15	Stockholders Agreement, dated as of March 30, 1998, by and among Dosher Partners, L.P. and SP Associates and Holberg, Holdings and the Company (incorporated by reference to exhibit 10.3 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.16	Amendment to the Stockholders Agreement of the Company, dated as of March 30, 1998 by and among Dosher Partners L.P., SP Associates, Holberg Holdings and the Company, dated as of December 29, 2000 (incorporated by reference to exhibit 3.3 of the Company's Form 10-K405, File No. 333-50437, filed on April 2, 2001).
10.17	Stockholders Agreement, dated as of April 14, 1989, by and among Holdings, Holberg, Delaware North and each member of the management of the Company who is a stockholder of Holdings (incorporated by reference to exhibit 10.4 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998.)
10.18	Tax Sharing Agreement, dated as of April 28, 1989, as amended as of March 30, 1998, by and among Holberg, Holdings and the Company (incorporated by reference to exhibit 10.5 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.19	Employment Agreement between the Company and Myron C. Warshauer (incorporated by reference to exhibit 10.6 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.20	Employment Agreement between the Company and G. Walter Stuelpe, Jr (incorporated by reference to exhibit 10.7 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.21	Employment Agreement between the Company and James V. LaRocco, Jr. (incorporated by reference to exhibit 10.8 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.22	Employment Agreement between the Company and Trevor R. Van Horn (incorporated by reference to exhibit 10.9 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.23	Employment Agreement between the Company and Herbert W. Anderson, Jr. (incorporated by reference to exhibit 10.10 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.24	Employment Agreement between the Company and Michael J. Celebrezze (incorporated by reference to exhibit 10.11 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.25	Employment Agreement between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.12 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.26	Employment Agreement between the Company and James A. Wilhelm (incorporated by reference to exhibit 10.14 of the Company's Annual Report of Form 10-K filed for December 31, 1998).
10.27	Employment Agreement between the Company and Herbert W. Anderson Jr. (incorporated by reference to exhibit 10.10 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).

5

10.28	Employment Agreement between the Company and Robert N. Sacks dated May 18, 1998 (incorporated by reference to exhibit 10.24 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.29	Deferred Compensation Agreement between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.13 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.30	Company Retirement Plan For Key Executive Officers (incorporated by reference to exhibit 10.14 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.31	Stock option plan between the Company and eligible executives, employees, directors and/or consultants (incorporated by reference to exhibit 10.28 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.32	Consulting Agreement between the Company and Sidney Warshauer (incorporated by reference to exhibit 10.34 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
10.33	Consulting Agreement between the Company and Shoreline Enterprises (incorporated by reference to exhibit 10.36 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.34	Exchange Agreement by and between the Company and AP Holdings dated March 11, 2002 (incorporated by reference to exhibit 10.29 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.35	Amended and Restated Dealer Manager and Consent Solicitation Agreement between the Company and Credit Suisse First Boston Corporation dated December 19, 2001 (incorporated by reference to exhibit 10.31 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.36	Stock Option Agreement by and between t he Company and Myron C. Warshauer dated March 30, 1998 (incorporated by reference to exhibit 10.32 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.37	Second Amendment to the Employment Agreement between the Company and James A. Wilhelm dated October 18, 2001 (incorporated by reference to exhibit 10.33 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.38	Third Amendment to the Employment Agreement between the Company and James A. Wilhelm dated January 31, 2002 (incorporated by reference to exhibit 10.34 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
10.39	Consulting Engagement Agreement dated January 11, 2002 between the Company and AP Holdings (incorporated by reference to exhibit 10.35 of the Company's Annual Report of Form 10-K filed for December 31, 2001).
12.1*	Statement re: computation of ratios.
21.1*	Subsidiaries of the Company (see table 1).
23.1	Consent of Ernst & Young LLP.
23.2*	Consent of White & Case LLP (included in Exhibit 5.1).

6

24.1*	Power of Attorney (included on signature page).
25.1*	Statement of eligibility of trustee.
99.1*	Letter of Transmittal.
99.2*	Notice of Guaranteed Delivery.

*

To be filed by amendment.]

7

QuickLinks

Table 1 to Registration Statement: Table of Additional Registrants
Subject to Completion, dated April 10, 2002 PROSPECTUS
APCOA/STANDARD PARKING, INC. OFFER TO EXCHANGE ALL 14% SENIOR SUBORDINATED SECOND LIEN NOTES DUE 2006 FOR $59,285,000 OF 14% SENIOR SUBORDINATED SECOND LIEN NOTES DUE 2006, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
The Registered Notes
The Exchange Offer
Table of Contents
NOTICE TO NEW HAMPSHIRE RESIDENTS
WHERE YOU CAN FIND MORE INFORMATION
MARKET DATA
FORWARD-LOOKING STATEMENTS
PROSPECTUS SUMMARY
The Company
The Recapitalization
The Exchange Offer
The Notes
Principal Executive Offices
Use of Proceeds
Risk Factors
SUMMARY FINANCIAL DATA
RISK FACTORS
USE OF PROCEEDS
CAPITALIZATION
SELECTED HISTORICAL FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
THE EXCHANGE OFFER
MANAGEMENT
OWNERSHIP OF CAPITAL STOCK
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
DESCRIPTION OF OTHER INDEBTEDNESS
DESCRIPTION OF NOTES
BOOK-ENTRY, DELIVERY AND FORM
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
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)
APCOA STANDARD PARKING, INC. INDEX TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
APCOA STANDARD PARKING, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
APCOA/STANDARD PARKING, INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET As of December 31, 2001 (in thousands, except for share data)
APCOA/STANDARD PARKING, INC. NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET As of December 31, 2001 (in thousands, except for sharedata)
APCOA/STANDARD PARKING, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended December 31, 2001 (in thousands)
APCOA/STANDARD PARKING, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the year ended December 31, 2001 (in thousands)
APCOA/STANDARD PARKING, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the year ended December 31, 2001 (in thousands)
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
EXHIBITS INDEX

EX-4.2

EXHIBIT 4.2

APCOA/STANDARD PARKING, INC.

9 ¹¤₄% SENIOR SUBORDINATED NOTES DUE 2008

SUPPLEMENTAL INDENTURE

This Supplemental Indenture (this “Supplemental Indenture”), dated as of January 11, 2002, among APCOA/Standard Parking, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors (the “Subsidiary Guarantors”) under the Indenture (as defined below) as identified on the signature pages thereof and State Street Bank and Trust Company, as trustee under the Indenture (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee a certain indenture (the “Indenture”), dated as of March 30, 1998, providing for the issuance of an initial aggregate principal amount of $140,000,000 of 9 ¹¤₄% Senior Subordinated Notes due 2008 (the “Notes”);

WHEREAS, on November 20, 2001, the Company commenced an offer to exchange and a consent solicitation to adopt certain amendments to the Indenture (the “Proposed Amendments”), on the terms and subject to the conditions set forth in that certain Offering Circular and Consent Solicitation, dated November 20, 2001, as may have been, and may be further, modified and amended by the Company from time to time (the “Statement”);

WHEREAS, pursuant to Section 9.2 of the Indenture, the consent of the holders (each, a “Holder” and collectively, the “Holders”) of a majority in principal amount of the Notes then outstanding is required to adopt each of the Proposed Amendments (the “Majority Threshold”);

WHEREAS, pursuant to Section 9.2 and 9.6 of the Indenture, the Trustee is obligated to execute this Supplemental Indenture upon request of the Company and the Subsidiary Guarantors, accompanied by board resolutions authorizing the execution hereof, evidence of such aforesaid requisite consents, the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel (as those terms are defined in the Indenture) stating that the execution of this Supplemental Indenture is authorized or permitted by the Indenture, that it is not inconsistent with the Indenture, and that it will be valid and binding upon the Company and the Subsidiary Guarantors in accordance with its terms (collectively, the “Trustee Conditions”);

WHEREAS, in response to the Exchange Offer and Consent Solicitation, the Company has received consents from Holders satisfying the Majority Threshold; and

WHEREAS, pursuant to Section 9.2 and 9.6 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, each of the Company, the Subsidiary Guarantors 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.  CONDITIONS PRECEDENT.  Each of the Trustee Conditions has been satisfied in all respects. The Company, the Subsidiary Guarantors and the Trustee are on this date executing and thereupon making effective this Supplemental Indenture.

3.AMENDMENTS TO THE INDENTURE.  Pursuant to Section 9.2 of the Indenture, at the opening of business on the date after the consummation of the exchange offer described in the Statement, the Indenture will be amended as follows:

(a) The following text shall be added, in alphabetical order, to Section 1.1 of the Indenture: (i)"“New Indenture” will mean that indenture governing the 14% Senior Subordinated Second Lien Notes due 2006 issued in

the Refinancing”, (ii)"“Permitted Holders” will mean the holders of the Company’s 18% Senior Convertible Preferred Stock due 2008” and (iii)"“Refinancing” will mean the transactions described in the Company’s Offering Circular and Consent Solicitation, dated November 20, 2001, as modified or amended by the Company, including but not limited to (i) the exchange of Notes and cash to the Company for 14% Senior Subordinated Second Lien Notes due 2006, (ii) the exchange of Notes for 18% Senior Convertible Redeemable Preferred Stock and (iii) the “Use of Proceeds” as described in the above mentioned Offering Circular and Consent Solicitation.”

(b) The definition of “Asset Sale” contained in Section 1.1 of the Indenture will be revised as follows: the text “the issue or sale by the Company or any of its Restricted Subsidiaries of Equity Interests of the Company’s Restricted Subsidiaries” in clause (ii) of the definition will be replaced by the text “the issuance or sale of Equity Interests by any of the Company’s Restricted Subsidiaries.”

(c) The definition of “Change of Control” contained in Section 1.1 of the Indenture will be revised as follows: (i)  the following text will be added to the end of clause (i): “and Permitted Holders” and (ii) the following text will be added after “and their Related Parties” in clause (iii): “and Permitted Holders.”

(d) The definition of “Disqualified Stock” contained in Section 1.1 of the Indenture will be deleted and replaced in its entirety with the following: ““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 will 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 4.7 hereof.”

(e) The definition of “Indebtedness” contained in Section 1.1 of the Indenture will be revised as follows: the following text shall be added: “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.”

(f) The definition of “Permitted Investments” contained in Section 1.1 of the Indenture will be revised as follows: (i) the term “Holberg Industries, Inc.” in clause (f) will be replaced by the term “Steamboat Holdings, Inc. or any successor thereto” and (ii) the phrase “officers and employees” in clause (g) will be replaced by the following text: “officers, employees and consultants.”

(g) The following text will be added as a new item (xiii) under the definition of “Permitted Liens” contained in Section 1.01 of the Indenture: “; and (xiii) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (iv) of the second paragraph of Section 4.9 of this Indenture covering only the assets acquired with such Indebtedness.”

(h) The definition of “Principals” contained in Section 1.1 of the Indenture will be revised as follows: the terms “Holberg Industries, Inc.” will be replaced with the terms “Steamboat Holdings, Inc.”

(i) Section 4.7 of the Indenture will be revised as follows: (i) the text “the date of the Indenture” will be replaced by the phrase “the date of the New Indenture” in clause (i) of subsection (c) of the first paragraph; (ii) the text “the date of the Indenture” will be replaced by the text “the date of the New Indenture” in clause (ii) of subsection (c) of the first paragraph and (iii) the following text will be added at the end of the second paragraph of

2

Section 4.7 of the Indenture: “And, furthermore, the foregoing provisions will not prohibit the Company and its Subsidiaries from engaging in the Refinancing, including, without limitation, the issuance of, and the payment of principal, interest and Liquidated Damages, if any, on, up to $[insert amount of new notes issued] million in aggregate principal amount of 14% Senior Subordinated Second Lien Notes due 2006 issued by the Company and guaranteed by the subsidiary guarantors thereof. 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 4.7, 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.”

(j) Section 4.9 of the Indenture will be revised as follows: (i) clause (i) of the second paragraph will be deleted and replaced by the following text: “the incurrence by the Company of additional Indebtedness and letters of credit pursuant to the New Credit Facility in an aggregate principal amount at any one time outstanding under this clause (i) (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 million less the aggregate amount of all Net Proceeds of Asset Sales applied to permanently repay Indebtedness under the New Credit Facility pursuant to the covenant described under Section 4.10,” (ii) the following text will be added at the beginning of clause (xv) of paragraph two: “the issuance by the Company or any of its Restricted Subsidiaries of Disqualified Stock and/or,” (iii) the text “Disqualified Stock or” will be inserted between the words “other” and “Indebtedness” in clause (xv) of paragraph two, (iv) the following text will be added before the period at the end of clause (xv) of paragraph two: “(which amount may but need not be incurred, in whole or in part, in clause (i) above)” and (v) the following text will be added as a new clause (xvi) at the end of the second paragraph “; and (xvi) the incurrence by the Company of up to $[insert amount of new notes issued] million in aggregate principal amount of 14% Senior Subordinated Second Lien Notes due 2006 issued by the Company and guaranteed by the subsidiary guarantors thereof in connection with the Refinancing.” Additionally, the two references to clause (xv) in the third paragraph of Section 4.9 of the Indenture will be changed to clause “(xvi).”

(k) Section 4.10 of the Indenture will be revised as follows: (i) following text will be added to the fourth sentence of the second paragraph between the terms “Holders of Notes” and “(an “Asset Sale Offer”)”: “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,” (ii) the following text will be added to the fourth sentence of the second paragraph between the text “amount of Notes” and “that may be purchased”: “and such other pari passu Indebtedness” and (iii) the following text will be added to the sixth sentence of the second paragraph between the text “select the Notes” and “to be purchased”: “and such other pari passu Indebtedness.”

(l) Section 4.11 of the Indenture will be revised as follows: (i) the following text will be added as a new clause (p): “the Refinancing” and (ii) the text “Holdings, Steamboat Holdings, Inc. and their affiliates and successor entities” will replace the term “Holberg” where it appears in clause (x) and each of the three times where it appears in clause (z) and (iii) the text “, Holdings and Steamboat Holdings, Inc.” will be added after the term “Holberg” in clause (bb).

(m) The following text will be added at the end of Section 4.12 of the Indenture: “unless all payments due under the 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.

(n) Section 4.20 of the Indenture, entitled “Payments for Consent,” will be deleted in its entirety and replaced with the words “Intentionally Omitted.” All textual references in the Indenture and the Notes to Section 4.20 will be deleted, and all definitions in the Indenture and the Notes exclusively related to Section 4.20 will be deleted.

(o) The following text will be added at the end of Section 4.21 of the Indenture:  “Notwithstanding anything to the contrary, the Company shall be permitted to issue, and the Subsidiary Guarantors shall be permitted to guarantee, up to $100 million in aggregate principal amount of 14% Senior Subordinated Second Lien Notes due 2006 issued by the Company and guaranteed by the Subsidiary Guarantors thereof, which may be senior in right of payment to the Notes and the Guarantees and junior in right of payment to the New Credit Facility.”

3

(p) The definition of “Event of Default” contained in Section 6.1 of the Indenture will be revised as follows: the term “Subsidiaries” contained in clause (vi) of Section 6.1 will be changed to “Restricted Subsidiaries.”

4.CORRESPONDING AMENDMENTS TO THE NOTES.  Each Note shall be amended to make the terms of such Note consistent with the terms of the Indenture, as amended by this Supplemental Indenture. To the extent of any conflict between the terms of the Notes and the terms of the Indenture, as supplemented by this Supplemental Indenture, the terms of the Indenture, as supplemented by this Supplemental Indenture, shall govern and be controlling.

5.NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE NOTES, THE NOTE GUARANTEES AND ANY AMENDED NOTES, AMENDED NOTE GUARANTEES, SUPPLEMENTAL NOTES OR SUPPLEMENTAL NOTE GUARANTEES.

6.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.

7.EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

8.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 Subsidiary Guarantors and the Company.

9.CONFLICTS.  To the extent of any inconsistency between the terms of the Indenture and this Supplemental Indenture, the terms of this Supplemental Indenture will control.

10.ENTIRE AGREEMENT.  This Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the amendments to the Indenture set forth herein.

[Signatures on following page]

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: January 11, 2002

APCOA/STANDARD PARKING, INC.

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Treasurer

A-1 AUTO PARK, INC.

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Vice President, Treasurer

APCOA CAPITAL CORPORATION

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Vice President, Treasurer

CENTURY PARKING, INC.

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Vice President, Treasurer

EVENTS PARKING CO., INC.

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Treasurer

HAWAII PARKING MAINTENANCE, INC.

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Vice President, Treasurer

METROPOLITAN PARKING SYSTEM, INC.

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Treasurer

5

S & S PARKING, INC.

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Vice President, Treasurer

SENTINEL PARKING CO. OF OHIO, INC.

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Vice President, Treasurer

SENTRY PARKING CORPORATION

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Vice President, Treasurer

STANDARD AUTO PARK, INC.

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Treasurer

STANDARD PARKING CORPORATION

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Treasurer

STANDARD PARKING CORPORATION IL

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Treasurer

TOWER PARKING, INC.

By:

/s/ G. Marc Baumann

Name:

G. Marc Baumann

Title:

Vice President, Treasurer

6

VIRGINIA PARKING SERVICE, INC.
By:			/s/ G. Marc Baumann
	Name:				G. Marc Baumann
	Title:				Vice President, Treasurer
APCOA BRADLEY PARKING COMPANY, LLC
By:	APCOA/STANDARD PARKING, INC., ITS SOLE MEMBER
By:			/s/ G. Marc Baumann
	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:			/s/ G. Marc Baumann
	Name:				G. Marc Baumann
	Title:				Executive Vice President, Chief Financial Officer, Treasurer
EXECUTIVE PARKING INDUSTRIES, L.L.C.
By:		/s/ G. Marc Baumann
	Name:			G. Marc Baumann
	Title:			Treasurer

STATE STREET BANK AND TRUST    COMPANY
By:		/s/ Michael M. Hopkins
	Name: Michael M. Hopkins
	Title:  Vice President

7

EX-10.4

EXHIBIT 10.4

EXECUTION COPY

$50,000,000

APCOA/Standard Parking, Inc.

14% Senior Subordinated Second Lien Notes Due 2006

REGISTRATION RIGHTS AGREEMENT

January 11, 2002

Credit Suisse First Boston Corporation

Eleven Madison Avenue

New York, New York 10010-3629

Dear Sirs:

APCOA/Standard Parking, Inc., a Delaware corporation (the “Issuer”), 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 “Initial Securities”) and shares of its new 18% Senior Convertible Redeemable Preferred Stock (the “Preferred Stock”) in exchange for $42.9 million (with a minimum of $36.4 million and a maximum of $64.3 million) of the Issuer’s outstanding 9¼% Senior Subordinated Notes due 2008 (the “Old Bonds”) and a payment to the Issuer of $466.67 in cash for each $1,000 principal amount of Old Bonds tendered in exchange for Initial Securities (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, as the same may be amended or supplemented from time to time.  The Initial Securities will be guaranteed (the “Subsidiary Guarantees”) by each of the subsidiaries of the Issuer named on the signature pages hereto (the “Guarantors” and, collectively with the Issuer, the “Company”).

Concurrently with the Exchange Offer, the Issuer 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 in respect of the Old Indenture by the Issuer and the several guarantors of the Old Bonds, but will not become operative until the consummation of the Exchange Offer.

Credit Suisse First Boston Corporation (the “Dealer Manager”), upon the terms set forth in the Dealer Manager and Consent Solicitation Agreement dated as of November 20, 2001 (the “Dealer Manager Agreement”) agrees, in accordance with its 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.  The Initial Securities will be issued pursuant to an Indenture, dated as of January 11, 2002, (the “Indenture”), among the Issuer, the Guarantors named therein and Wilmington Trust Company, as trustee  (the “Trustee”).  As an inducement to the Dealer Manager to enter into the Dealer Manager Agreement, the Company agrees with the Dealer Manager, for the benefit of the holders of the Securities (as defined below) (collectively the “Holders”), as follows:

1.             Registered Exchange Offer.  Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, not later than 90 days (such 90th day being a “Filing Deadline”) after the date on which the Holders exchange the Initial Securities pursuant to the Dealer Manager Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act, except for provisions relating to restrictions and Liquidated Damages (the “Exchange Securities” and, together with the Initial Securities, the “Securities”).  The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days after the Closing Date (such 180th day being an “Effectiveness Deadline”)  and (ii)  keep the Exchange Offer Registration Statement effective for not less than 30 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).

If the Company commences the Registered Exchange Offer, the Company will be required to consummate the Registered Exchange Offer no later than 30 business days after the date on which the Exchange Offer Registration Statement is declared effective (such 30th business day being the “Consummation Deadline”).

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

2

The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Dealer Manager that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.  Clauses (i) and (ii) above shall also contain all other information with respect to such sales as the Commission may require in order to permit such sales pursuant thereto.

The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or the Dealer Manager, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Dealer Manager have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer, at such broker-dealer’s request, for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the Registered Exchange Offer.

In connection with the Registered Exchange Offer, the Company shall:

(a)           mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(b)           keep the Registered Exchange Offer open for not less than 30 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders;

(c)           utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

(d)           permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and

3

(e)           otherwise comply with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer, the Company shall:

(x)            accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer;

(y)           deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and

(z)            cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.

The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter.

Interest on each Exchange Security issued pursuant to the Registered Exchange Offer will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities.

Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or

4

necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

If following the date hereof there has been announced a change in Commission policy with respect to exchange offers that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Registered Exchange Offer is permitted by applicable federal law, the Company will seek a no-action letter or other favorable decision from the Commission allowing the Company to consummate the Registered Exchange Offer.  The Company will pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable actions to effect a change in Commission policy.  In connection with the foregoing, the Company will take all such other commercially reasonable actions as may be reasonably requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (i) participating in telephonic conferences with the Commission, (ii) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that the Registered Exchange Offer should be permitted and (iii) diligently pursuing a resolution (which need not be favorable) by the Commission staff.

2.             Shelf Registration.  If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the 30^th business day after the Effectiveness Date, (iii) the Dealer Manager so requests, in writing within 20 days after the confirmation of the Registered Exchange Offer, with respect to the Initial Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive registered Exchange Securities on the date of the exchange and any such Holder so requests, in writing within 20 days after the confirmation of the Registered Exchange Offer, the Company shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger Date”):

(a)           The Company shall use its reasonable best efforts to file with the Commission on or prior to 45 days after the Trigger Date (such 45th day being a “Filing Deadline”), and thereafter use its reasonable best efforts to cause to be declared effective no later than 90 days after the Trigger Date (such 90th day being an “Effectiveness Deadline”), a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than the Dealer Manager) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

5

(b)           The Company shall use its best reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof).  The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.

(c)           Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.             Registration Procedures.  In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

(a)           The Company shall (i) furnish to the Dealer Manager, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that the Dealer Manager (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as the Dealer Manager reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by the Dealer Manager, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Dealer Manager, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange

6

Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Dealer Manager based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders (provided all such requesting Holders have provided the Company with all required information).  Such Holders must furnish to the Company in writing, within 10 days after receipt of a request therefore, such information and any other information the Company may reasonably request for use in connection with any Shelf Registration Statement or prospectus or preliminary prospectus included therein.  No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 6 hereof unless and until such Holder shall have provided all such information if, as a result of such failure, the Company was not able to have the Shelf Registration Statement declared effective.  Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

(b)           The Company shall give written notice to the Dealer Manager, the Holders of the Securities and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):

(i)            when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii)           of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

(iii)          of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

(iv)          of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v)           of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or

7

necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

(c)           The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement.

(d)           The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, upon request and without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto (but in no point including supplements except as provided in paragraph (f) below), including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference).

(e)           The Company shall deliver to each Exchanging Dealer and the Dealer Manager, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Dealer Manager or any such Holder requests, all exhibits thereto (including those incorporated by reference).

(f)            The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request.  The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g)           The Company shall deliver to the Dealer Manager, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request.  The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by the Dealer Manager, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement.

(h)           Prior to any public offering of the Securities pursuant to any Registration Statement the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities

8

reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject or (iii) make any change to the Company’s charter documents, bylaws or similar organizational documents.

(i)            The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.

(j)            Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any 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.  If the Company notifies the Dealer Manager, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Dealer Manager, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Dealer Manager, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j).  Furthermore, the Company may allow the Shelf Registration Statement and the related prospectus to cease to become effective and usable if the Company is in possession of material non-public information relating to a proposed financing recapitalization, acquisition, business combination or other material transaction involving the Company or its subsidiaries which the board of directors of the Company determines in good faith would require disclosure in the Shelf Registration Statement by the Company of such material non-public information for which the Company has a bona fide business purpose for not disclosing and disclosure of such information is not otherwise required by law; provided (i) that the Company notifies the holders within two business days after such board of directors makes such decision (a “Transaction-Related Suspension Notice”) and (ii) that number of days during which such Registration Statement was not effective or usable pursuant to the foregoing provisions shall last no longer than 30 days in any 12-month period.  The time period regarding the effectiveness of such Registration Statement set forth in Section 1 or 2 hereof, as applicable, shall be extended by a number

9

of days equal to the number of days in the period from and including the date of delivery of the Transaction Related Suspension to the date such Holder is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings that are incorporated by reference in the prospectus. During any such Transaction Related Suspension, Liquidated Damages shall accrue but shall not be payable to the Holders during such 30 day period.

(k)           Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities or the Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company.

(l)            The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period.

(m)          The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification.  In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(n)           The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.  Such Holders must furnish to the Company in writing, within 10 days after receipt of a request therefore, such information and any other information the Company may reasonably request for use in connection with any Shelf Registration Statement or prospectus or preliminary prospectus included therein.  No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 6 hereof unless and until such holder shall have provided all such information, if as a result of such failure, the Company was not able to have the Shelf Registration Statement declared effective.  Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

10

(o)           The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration.

(p)           In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Dealer Manager by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof.  Any such access granted to the inspectors under this Section 3 shall be subject to the prior receipt by the Company of written undertakings to preserve the confidentiality of any information deemed by the Company to be confidential in form and substance reasonably satisfactory to the Company.  Records that the Company determines, in good faith, to be confidential and any records that it notifies the inspectors are confidential shall not be disclosed by the inspectors unless (i) the Company in its sole discretion based on advice of counsel determines the disclosure of such records is necessary to avoid or correct a misstatement or omission in such Registration Statement, (ii) the release of such records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such information is, in the opinion of counsel for any inspector, necessary or advisable in connection with any action, claim, suit or proceeding, directly or indirectly involving such inspector and arising out of, based upon, relating to or involving this Agreement or any transactions contemplated hereby or arising hereunder or (iv) the information in such records has been made generally available to the public.  Each selling Holder of such Transfer Restricted Security will be required to further agree that it will, upon learning that disclosure of such  records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of the records deemed confidential.  Each selling Holder of such Registerable Securities and each such Participating Broker-Dealer will be required to agree that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such information is generally available to the public.

(q)           In the case of any underwritten Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall cause (i) its counsels (which may be its internal counsel) to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters,

11

if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and, as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act) (in each case subject to customary qualifications and exceptions); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof reasonably requested by any underwriters of the applicable Securities and (iii) its independent public accountants to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

(r)            In the case of the Registered Exchange Offer, if requested by the Dealer Manager or any known Participating Broker-Dealer, the Company shall cause its counsel to deliver to the Dealer Manager or such Participating Broker-Dealer a signed opinion in the customary form and substance in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Registration Statement to deliver to such Dealer Manager or such Participating Broker-Dealer a comfort letter, in the customary form and substance.

(s)           If a Registered Exchange Offer is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities; in no event shall the Initial Securities be marked as paid or otherwise satisfied.

12

(t)            The Company will use its reasonable best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any.

(u)           In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker–dealer to comply with the requirements of the Rules.

4.             Registration Expenses.  (a) All expenses incident to the Company’s performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation;

(i)            all registration and filing fees and expenses;

(ii)           all fees and expenses of compliance with federal securities and state “blue sky” or securities laws;

(iii)          all expenses of printing (including printing certificates for the Securities to be issued in the Registered Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone;

(iv)          all fees and disbursements of counsel for the Company;

(v)           all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and

13

(vi)          all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.

(b)           In connection with any Registration Statement required by this Agreement, the Company will reimburse the Dealer Manager and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Latham & Watkins unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

5.             Indemnification.  (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such

14

Securities was required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party.  The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

(b)           Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof.  This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons.

(c)           Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above.  In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such

15

indemnified party in connection with the defense thereof.  In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred.  No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)           If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations.  The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d).  Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.

16

(e)           The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

6.             Liquidated Damages Under Certain Circumstances.(a)  Liquidated damages (the “Liquidated Damages”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”):

(i)            any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline;

(ii)           any Registration Statement required by this Agreement is  not declared effective by the Commission on or prior to the applicable Effectiveness Deadline;

(iii)          the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or

(iv)          any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder without being succeeded within one (1) day by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately.

Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission .

Liquidated Damages shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, in an amount equal to $.05 per week per $1000 principal amount of Initial Securities for the first 90-day period immediately following the occurrence of such Registration Default.  The amount of Liquidated Damages shall increase by an additional $.05 per week per $1000 principal amount of Initial Securities with respect to each subsequent 90-day period until all Registration Defaults

17

have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of $.50 per week per $1,000 principal amount of Initial Securities.

(b)           A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Liquidated Damages shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.  When any Registration Default is cured, the Liquidated Damages on such Transfer Restricted Security shall reset to the Liquidated Damages, if any,  prior to such Registration Default.

(c)           Any amounts of Liquidated Damages due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities.

(d)           “Transfer Restricted Securities” means each Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

7.             Rules 144 and 144A.  The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A.  The Company covenants that it will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)).  Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.  Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

18

8.             Underwritten Registrations.  If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering and shall be reasonably acceptable to the Company.

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

9.             Miscellaneous.

(a)           Remedies.  The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Section 1 and 2 hereof may result in material irreparable injury to the Dealer Manager or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Dealer Manager or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Sections 1 and 2 hereof.  The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)           No Inconsistent Agreements.  The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(c)           Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents.

(d)           Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

(1)           if to a Holder of the Securities, at the most current address given by such Holder to the Company.

19

(2)if to the Dealer Manager;

Credit Suisse First Boston Corporation

Eleven Madison Avenue

New York, NY 10010–3629

Fax No.:  (212) 325–8278

Attention:  Transactions Advisory Group

with a copy to:

Latham & Watkins

885 Third Avenue

New York, NY 10022-4802

Fax No.: (212) 7514864

Attention: Peter M. Labonski, Esq.

(3)if to the Company, at its address as follows:

APCOA/Standard Parking, Inc.

900 North Michigan Avenue

Suite 1600

Chicago, IL 60611

Fax No: (312) 640-6160

Attention: Robert Sacks, Esq.

with a copy to:

White & Case LLP

1155 Avenue of the Americas

New York, NY 10036

Fax No.: (212) 354-8113

Attention: Jonathan Kahn, Esq.

All such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

(e)           Third Party Beneficiaries.  The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Dealer Manager, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.

(f)            Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns.

20

(g)           Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h)           Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)            Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

(j)            Severability.  If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)           Securities Held by the Company.  Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(l)            Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Manager, the Company and the Guarantors in accordance with its terms.

APCOA/Standard Parking, Inc.
	by:
		Name:
		Title:

21

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Manager, the Company and the Guarantors in accordance with its terms.

Very truly yours,
APCOA/STANDARD PARKING, INC.
By:		/s/ G. Marc Baumann
Name:		G. Marc Baumann
Title:		Executive Vice President, Chief Financial Officer, Treasurer
A-1 AUTO PARK, INC.
By:			/s/ G. Marc Baumann
Name:			G. Marc Baumann
Title:			Vice President, Treasurer
APCOA CAPITAL CORPORATION
By:			/s/ G. Marc Baumann
Name:			G. Marc Baumann
Title:			Vice President, Treasurer
CENTURY PARKING, INC.
By:			/s/ G. Marc Baumann
Name:			G. Marc Baumann
Title:			Vice President, Treasurer
	EVENTS PARKING CO., INC.
	By:		/s/ G. Marc Baumann
	Name:		G. Marc Baumann
	Title:		Treasurer

22

	HAWAII PARKING MAINTENANCE, INC.
	By:		/s/ G. Marc Baumann
	Name:		G. Marc Baumann
	Title:		Vice President, Treasurer
.	METROPOLITAN PARKING SYSTEM, INC
	By:		/s/ G. Marc Baumann
	Name:		G. Marc Baumann
	Title:		Treasurer
	S & S PARKING, INC.
	By:			/s/ G. Marc Baumann
	Name:			G. Marc Baumann
	Title:			Vice President, Treasurer
		SENTINEL PARKING CO. OF OHIO, INC.
		By:		/s/ G. Marc Baumann
		Name:		G. Marc Baumann
		Title:		Vice President, Treasurer
		SENTRY PARKING CORPORATION
		By:		/s/ G. Marc Baumann
		Name:		G. Marc Baumann
		Title:		Vice President, Treasurer
		STANDARD AUTO PARK, INC
		By:		/s/ G. Marc Baumann
		Name:		G. Marc Baumann
		Title:		Treasurer

23

	STANDARD PARKING CORPORATION
	By:		/s/ G. Marc Baumann
	Name:		G. Marc Baumann
	Title:		Treasurer
STANDARD PARKING CORPORATION IL
By:		/s/ G. Marc Baumann
Name:		G. Marc Baumann
Title:		Treasurer
TOWER PARKING, INC.
By:		/s/ G. Marc Baumann
Name:		G. Marc Baumann
Title:		Vice President, Treasurer
VIRGINIA PARKING SERVICE, INC.
By:		/s/ G. Marc Baumann
Name:		G. Marc Baumann
Title:		Vice President, Treasurer
APCOA BRADLEY PARKING COMPANY, LLC
By:		APCOA/STANDARD PARKING, INC., ITS SOLE MEMBER
By:		/s/ G. Marc Baumann
Name:		G. Marc Baumann
Title:		Executive Vice President, Chief Financial Officer, Treasurer

24

APCOA LASALLE PARKING COMPANY, LLC
By:	APCOA/STANDARD PARKING INC., ITS MANAGER
By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Executive Vice President. Chief Financial Officer, Treasurer
EXECUTIVE PARKING INDUSTRIES, L.L.C.
By:		/s/ G. Marc Baumann
Name:		G. Marc Baumann
Title:		Treasurer

25

The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

Credit Suisse First Boston Corporation
by:	/s/ Mitchell Goldstein
	Name:  Mitchell Goldstein
	Title:  Director

26

ANNEX A

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.  The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.  This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities.  The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale.  See “Plan of Distribution.”

A-1

ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.  See “Plan of Distribution.”

B-1

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.  This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities.  The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.  In addition, until [ ], 2002, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1)

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers.  Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices.  Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities.  Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act.  The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal.  The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

(1)In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

C-1

ANNEX D

[    ]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities.  If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

D-1

EX-10.6

EXHIBIT 10.6

EXECUTION COPY

INTERCREDITOR AGREEMENT

THIS INTERCREDITOR AGREEMENT dated as of January 11, 2002 (this “Agreement”) is entered into by and among LaSalle Bank National Association (“LaSalle”) as agent for the Lenders (as defined in the Credit Agreement referred to below), Wilmington Trust Company, as trustee under the Indenture described below (the “Trustee”), on behalf of itself and the several holders (the “Holders”) of the Notes described below, APCOA/Standard Parking, Inc. (the “Company”), and the guarantors named on the signature pages hereto (together, the “Guarantors”).

BACKGROUND

A.            The Company is indebted to LaSalle and Bank One, NA under the Credit Agreement (the “Existing Credit Agreement”) dated as of March 30, 1998 (as clarified by letter agreement dated March 30, 1999 and by letter agreement dated August 23, 2000, as amended by a First Amendment to Credit Agreement dated as of November 12, 1999, a Second Amendment to Credit Agreement dated as of March 30, 2000, a Third Amendment to Credit Agreement dated as of May 12, 2000, a Fourth Amendment to Credit Agreement dated as of November 14, 2000, a Fifth Amendment to Credit Agreement dated as of March 30, 2001 and a Sixth Amendment to Credit Agreement and Consent dated as of September 30, 2001).  The obligations of the Company thereunder are secured by certain collateral granted by the Company and the other Credit Parties.

B.            The Existing Credit Agreement has been amended and restated by the Amended and Restated Credit Agreement dated as of the date hereof (as so amended, and as the same may hereafter be amended, restated, modified or supplemented and in effect from time to time to the extent permitted by this Agreement, the “Credit Agreement”).  Under the Credit Agreement, the obligations of the Company to the lenders under the Existing Credit Agreement have been restated as obligations to the Lenders, as defined therein.  On the date hereof, LaSalle Bank National Association, acts as Agent for the Lenders under the Credit Agreement.

C.            Concurrently with the execution and delivery hereof, the Company is issuing $59,285,000.00 in aggregate principal amount of 14% Senior Subordinated Second Lien Notes due 2006 (as amended, restated or modified and in effect from time to time to the extent permitted by this Agreement, and including any notes issued in the future, including additional notes, if any, the “Notes”) under an indenture dated the date hereof (as amended, restated or modified and in effect from time to time to the extent permitted by this Agreement, the “Indenture”) among the Company, the Guarantors and the Trustee.

D.            The Senior Indebtedness is, and is intended to be, secured by a first priority continuing Lien on all Collateral.  The Notes and other Junior Indebtedness, if any, are intended to be secured by a second priority continuing Lien on all Collateral.

E.             LaSalle, on behalf of the Agent and the Senior Lenders, and Trustee, on behalf of itself and the several Holders, are entering into this Agreement to set forth, among other things, the relative priority of their respective Liens on the Collateral.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are each hereby acknowledged, Agent, Trustee and the Credit Parties hereby agree as follows:

SECTION 1.           Certain Definitions.  The following terms shall have the following meanings for purposes of this Agreement (including the premises and background recitals hereof):

“Agent” means (i) LaSalle, acting in its capacity as agent for itself and the Lenders (as defined in the Credit Agreement), as successor to Bank One, NA (which acted as agent under the Existing Credit Agreement) together with its successors; and (ii) any financial institution acting as agent with respect to other Senior Indebtedness if the loans and commitments under the Credit Agreement shall no longer be in effect.

“Bankruptcy Code” means Chapter 11 of Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended from time to time, and any successor statute, and all rules and regulations promulgated thereunder.  References to specific Sections of the Bankruptcy Code includes references to successor sections.

“Collateral” means substantially all of the Company’s and its domestic subsidiaries’ assets, in each case as pledged and assigned to the trustee pursuant to the security agreement, and to the Agent pursuant to the Credit Documents including, without limitation, the following (i) substantially all of the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of each of the Company’s foreign subsidiaries; (ii) all cash and cash equivalents; (iii) all accounts receivable; (iv) all general intangibles; (v) all equipment; (vi) all inventory; (vii) all insurance, tort and tax refund claims; (viii) all investment securities; (ix) all contract rights; (x) all rights, title and interest in and to all intellectual property of the Company; and (xi) all proceeds of any of the foregoing.

“Credit Documents” means and includes the Credit Agreement, all notes issued thereunder or in connection therewith, all security agreements, guaranties, pledge agreements, mortgages, deeds of trust and other agreements, documents and instruments now or at any time hereafter entered into or delivered by any Credit Party or other Person pursuant thereto, or evidencing any replacement, substitution, refunding, renewal or refinancing of or for all or any part of, the Senior Indebtedness, in each case, as in effect on the date hereof and as amended, restated, supplemented or otherwise modified and in effect from time to time, to the extent any such amendment, restatement, modification or supplementation is permitted pursuant to the terms hereof.

“Credit Party” means the Company and each other Person granting a security interest to support Indebtedness or guarantying Indebtedness, including, without limitation, the Guarantors.

“Holders” means the registered holders, from time to time, of the Notes.

“Indebtedness” means Junior Indebtedness or Senior Indebtedness, as applicable.

“Junior Credit Documents” means and includes the Indenture, all notes issued thereunder or in connection therewith, all security agreements, guaranties, pledge agreements, mortgages,

2

deeds of trust and other agreements, documents and instruments now or at any time hereafter entered into or delivered by any Credit Party or other Person pursuant thereto, or evidencing any replacement, substitution, refunding, renewal or refinancing of or for all or any part of, the Junior Indebtedness, in each case, as in effect on the date hereof and as amended, restated, supplemented or otherwise modified and in effect from time to time to the extent any such amendment, restatement, modification or supplementation is permitted pursuant to the terms hereof.

“Junior Indebtedness” means all indebtedness, liabilities and other obligations of any and every kind and nature now existing or hereafter arising, contingent or otherwise, of any Credit Party under, in connection with, or evidenced or secured by the Indenture and the other Junior Credit Documents to the Holders and the Trustee, in each case including, without limitation, obligations to pay (i) principal, (ii) interest or premium (including interest accruing after the commencement of any Proceeding, whether or not constituting an allowed claim in such Proceeding), (iii) fees, (iv) costs, expenses and other amounts related to any indemnity against loss, damage or liability and (v) any other monetary obligation.  Junior Indebtedness shall also include any and all indebtedness secured by any of the Collateral, the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Junior Indebtedness, in whole or in part, and the principal amount (or accreted value, if applicable) thereof may exceed the principal amount (or accreted value, if applicable) of the Junior Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded.

“Junior Lenders” means the Holders, any successor holders of any of the Notes, the holders of any additional notes issued under the Indenture at any time and the Trustee (with respect to amounts owed to the Trustee under the Indenture).

“Lenders” means the lenders under the Credit Agreement.

“Lien” means any lien, claim, charge, pledge, security interest, assignment, hypothecation, deed of trust, mortgage, lease, conditional sale, retention of title, or other preferential arrangement having substantially the same economic effect as any of the foregoing, whether voluntary or imposed by law.

“Loans” means the loans outstanding under the Credit Agreement from time to time.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Junior Indebtedness or Senior Indebtedness, as applicable, and in all cases whether now outstanding or hereafter created, assumed or incurred.

“Person” means any natural person, corporation, general or limited partnership, limited liability company, firm, trust, association, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

“Proceeding” means, with respect to any Person, any (a) insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to such person or its Property or creditors in such capacity, (b) proceeding for any liquidation, dissolution or other winding-up of such Person, voluntary or involuntary, whether or

3

not involving insolvency or proceedings under the Bankruptcy Code, whether partial or complete and whether by operation of law or otherwise, (c) assignment for the benefit of creditors of such Person or (d) other marshaling of the assets of such Person.

“Property” means, with respect to any Person, all property and interests in property of such Person, whether real, personal or mixed, whether now owned or existing or hereafter acquired or arising and wheresoever located.

“Senior Commitment” means the commitment of a Senior Lender to make loans or other extensions of credit available to the Company.

“Senior Enforcement Action” means any of the following: (a) acceleration by Senior Lenders of all or any part of the Senior Indebtedness; (b) commencement of any Proceeding with respect to any Credit Party; (c) initiation of any suit or action, including any Proceeding, against or with respect to any Credit Party or other Person to enforce payment of or to collect the whole or any part of the Senior Indebtedness, or to enforce any other rights, powers, privileges or remedies under the Credit Documents; or (d) the taking by the Agent of any action under the provisions of any state or federal law, including, without limitation, the Bankruptcy Code or the UCC, to enforce, foreclose upon, take possession of, sell, or cause the sale of any Property of any Credit Party or any other Person on account of all or any part of the Senior Indebtedness, including, without limitation, any Collateral.

“Senior Event of Default”: means any event or occurrence which entitles any Senior Lender to accelerate the maturity of any of the Senior Indebtedness.

“Senior Indebtedness” means all indebtedness, liabilities and other obligations of any and every kind and nature now existing or hereafter arising, contingent or otherwise, of any Credit Party under, in connection with, or evidenced or secured by the Credit Agreement and the other Credit Documents to the Agent and the Lenders, in each case including, without limitation, obligations to pay (i) principal, (ii) interest or premium (including interest accruing after the commencement of any Proceeding, whether or not constituting an allowed claim in such Proceeding), (iii) fees, (iv) costs, expenses and other amounts related to any indemnity against loss, damage or liability and (v) any other monetary obligation.  Senior Indebtedness shall also include any other indebtedness of a Credit Party to a Senior Lender.  Senior Indebtedness shall also include any and all indebtedness, the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Senior Indebtedness, in whole or in part, and the principal amount (or accreted value, if applicable) thereof may exceed the principal amount (or accreted value, if applicable) of the Senior Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded.

“Senior Lender” means a Lender and any other holder from time to time of any Senior Indebtedness.

“Trustee” means Wilmington Trust Company, or any successor or replacement trustee, acting in its capacity as agent for its benefit and for the benefit of the Holders under the Junior Credit Documents, together with its successors in such capacity or any agent with respect to other Junior Indebtedness, if the Notes under the Credit Agreement shall no longer be in effect.

4

“UCC” means the Uniform Commercial Code, as in effect from time to time in any applicable jurisdiction.

All terms used but not otherwise defined herein but defined in the UCC shall have the respective meanings provided in the UCC.  Other capitalized terms used herein without definition shall have the meanings given to such terms in the Credit Agreement.

SECTION 2.           Overriding Provisions.  The Credit Parties, the Agent and the Trustee hereby acknowledge and agree that (a) the Agent, for the benefit of the Agent and the Senior Lenders, has valid and perfected Liens upon the Collateral securing the Senior Indebtedness, and (b) the Trustee, for the benefit of the Junior Lenders, has valid and perfected Liens upon the Collateral securing the Junior Indebtedness.

2.1           For the avoidance of doubt:

(a)           each of the Guarantors hereby confirms and agrees that (i) such Guarantor absolutely and unconditionally guarantees pursuant to its guaranty the payment and performance in full of all of the Obligations of the Company under and as defined in the Credit Agreement and the other Credit Documents and the Indenture and the other Junior Credit Documents including, without limitation, all Obligations in respect of the Loans and the Notes and (ii) the execution of this Agreement by such Guarantor has been duly authorized by all requisite corporate or limited liability company action on its part and does not constitute or create a violation of any term or provision of such Guarantor’s articles of incorporation or by-laws (or other organizational documents) or of any other agreement which is binding upon such Guarantor; and

(b)          each of the Credit Parties hereby confirms and agrees that (i) the Liens granted by it pursuant to the Credit Documents secure repayment of all amounts owing to the Senior Lenders under the Credit Documents, including, without limitation, any and all amounts owing to the Lenders with respect to the Loans, (ii) the Liens granted by it pursuant to the Junior Credit Documents secure repayment of all amounts owing to the Junior Lenders under the Junior Credit Documents, including, without limitation, any and all amounts owing to the Holders with respect to the Notes and (iii) the execution of this Agreement by such Credit Party has been duly authorized by all requisite corporate or limited liability company action on its part and does not constitute or create a violation of any term or provision of such Credit Party’s articles of incorporation or by-laws (or other organizational documents) or of any other agreement which is binding upon such Credit Party.

SECTION 3.           Lien Priorities.

3.1           Acknowledgment of Liens; Subordination.  (a)  Trustee, on behalf of the Holders, hereby acknowledges that Agent for the benefit of the Agent and the Senior Lenders, has been granted Liens upon all of the Collateral pursuant to the Credit Documents.  Agent hereby acknowledges that the Trustee, for the benefit of itself and the Holders, has been granted Liens upon all of the Collateral pursuant to the Junior Credit Documents.

5

(b)           Notwithstanding the date, manner or order of grant, attachment or perfection of the Liens on all or any part of the Collateral granted to the Agent or Trustee, and notwithstanding the provisions of the UCC or any other applicable law or decision, or the terms or provisions of the Credit Documents and the Junior Credit Documents, or any other circumstance whatsoever, each of Agent and Trustee hereby agrees that (i) Agent on behalf of Agent and the Senior Lenders shall have a first, prior, senior and continuing Lien on all of the Collateral to secure the prompt and complete payment, performance and observance of all Senior Indebtedness and (ii) any Lien on all or any part of the Collateral now or hereafter held by Trustee on behalf of the Trustee and the Holders, regardless of when or how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be in all respects and for all purposes subject to, junior to and subordinate to all Liens on all or any part of the Collateral granted to or held by Agent on behalf of the Senior Lenders.

(c)           The relative priorities of the respective Liens described in this Section 3.1 shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, replacement or refinancing of the Senior Indebtedness or Junior Indebtedness, respectively, or by any action or inaction which either Agent or Trustee may take or fail to take in respect of the Collateral.

(d)           So long as Senior Indebtedness or Senior Commitments remain outstanding, all decisions with respect to the Collateral, including the time and method of disposition, will be made by the Agent (for the benefit of the Agent and the Senior Lenders) except to the extent specifically set forth in this Agreement.

(e)           Notwithstanding any other provision of this Agreement or any other Credit Document to the contrary, any amounts deposited with the Agent (in trust or otherwise) by the Company for the express benefit of the Holders (such as pursuant to Section 13.01 of the Indenture), shall not be deemed to be Collateral for the Senior Indebtedness or otherwise available to satisfy the obligations of the Company or any other Credit Party with respect to the Senior Indebtedness, and shall be used only to repay the Junior Indebtedness as and when provided in the Indenture, so long as the deposit was permitted pursuant to the terms hereof and of the Credit Agreement and the other Credit Documents when made.

3.2           Prohibition on Contesting Lien.  Each of the Agent and Trustee agrees not to seek to challenge, to avoid, to subordinate or to contest or directly or indirectly to support any other Person in challenging, avoiding, subordinating or contesting in any judicial or other proceeding, including, without limitation, any Proceeding, the priority, validity, extent, perfection or enforceability of any Lien held by Agent or Trustee, as the case may be, in all or any part of the Collateral; provided, that nothing in this Section 3.2 is intended or shall be deemed or construed to limit in any way the ability of Agent or Trustee to enforce all of the terms and provisions of this Agreement.  As between Agent and Trustee, the terms of this Agreement shall govern even if part or all of the Junior Indebtedness or Senior Indebtedness, as the case may be, or the respective Liens securing payment, observance and performance thereof are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise.

6

SECTION 4.           Enforcement.

4.1           No Exercise of Remedies.  Unless and until Agent and each Senior Lender shall have received indefeasible payment in full in cash of all Senior Indebtedness and all Senior Commitments shall have terminated pursuant to the respective terms and provisions of the Credit Documents, neither Trustee, the Holders nor any other Junior Lender shall ask, demand or sue for any right or remedy in respect of all or any part of the Collateral and Trustee and each Junior Lender agrees not to take or receive from any Credit Party, directly or indirectly, in cash or other Property or by set-off or in any other manner, whether pursuant to any enforcement, collection, execution, levy or foreclosure proceeding or otherwise, any part of the Collateral.  Without limiting the generality of the foregoing, unless and until Agent and each Senior Lender shall have received indefeasible payment in full in cash of all Senior Indebtedness and all Senior Commitments shall have terminated pursuant to the respective terms and provisions of the Credit Documents:  (i) neither Trustee nor any Junior Lender shall exercise or otherwise assert any right or remedy in respect of any part of the Collateral or any Lien thereon; (ii) the sole right of Trustee with respect to the Collateral shall be to hold a Lien thereon to the extent granted pursuant to the Junior Credit Documents and to receive proceeds thereof remaining after such payment and termination; and (iii) without the prior written consent of Agent, neither Trustee nor any Junior Lender shall exercise any right Trustee may have under the Junior Credit Documents or under the UCC or other applicable law to deliver any notice to account debtors informing them of Trustee’s interest in any accounts of any Credit Party or directing such account debtors to make payments in any particular manner of amounts due in respect of any such account.

4.2           Cooperation.  Trustee agrees that, unless and until Agent and each Senior Lender shall have received indefeasible payment in full in cash of all Senior Indebtedness and all Senior Commitments shall have terminated pursuant to the respective terms and provisions of the Credit Documents, neither Trustee nor any Junior Lender will commence, or join with any creditor (other than Agent and/or the Senior Lenders) in commencing, any enforcement, collection, execution, levy or foreclosure proceeding with respect to any Lien held by it in, or otherwise with respect to, all or any part of the Collateral, including, without limitation, petitioning, filing or joining in any involuntary Proceeding pursuant to Section 303 of the Bankruptcy Code.

4.3           Certain Exercises.  The provisions of this Section 4 are intended to limit the enforcement of Trustee’s and Junior Lenders’ rights and remedies with respect to the Collateral or any Lien thereon for so long and to the extent set forth in Sections 4.1 and 4.2 hereof.  Nothing in this Section 4 is intended or shall be deemed or construed to prohibit Trustee or any Junior Lender from making any demand for payment or any declaration of acceleration with respect to the Junior Indebtedness or commencing any judicial or other action to collect (without enforcement of any Trustee’s rights and remedies with respect to all or any part of the Collateral or enforcement of any judgment lien on the Collateral so long as any Senior Indebtedness or Senior Commitment remains outstanding, and subject to the other provisions of this Agreement, including, without limitation, Sections 6 and 7 hereof) the Junior Indebtedness under the Junior Credit Documents.

7

SECTION 5.           Liquidation; Dissolution; Bankruptcy.  In the event of any Proceeding involving any Credit Party, or any sale, transfer or other disposition of all or substantially all of the assets of any Credit Party:

(a)           Trustee and the Junior Lenders agree that the Agent or the Senior Lenders may consent to the use of cash collateral or the provision of financing by Senior Lenders to Credit Parties on such terms and conditions and in such amounts as the Agent or the Senior Lenders, in their sole discretion, may decide and that, in connection with such use of cash collateral or such financing, as the case may be, each Credit Party (or a trustee appointed for the estate of any Credit Party) may grant to Agent, for the benefit of the Agent and the Senior Lenders, Liens on all of such Credit Party’s Property, which Liens: (i) shall secure payment, performance and observance of all Senior Indebtedness (whether such Senior Indebtedness arose prior to the commencement of any Proceeding or at any time thereafter); and (ii) shall be superior in priority to the Liens in favor of Trustee for the benefit of the Junior Lenders on any Property of any Credit Party; provided, however that Trustee does not hereby waive any right to seek adequate protection to the extent that holders of other Liens that are subject and subordinate to the Liens of the Senior Indebtedness are entitled to and obtain adequate protection.  Trustee for the benefit of the Junior Lenders agrees that it will not object to or oppose a sale or other disposition of any Property of any Credit Party securing all or any part of the Senior Indebtedness free and clear of Liens or other claims of Trustee or the Junior Lenders under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if Senior Lenders have consented to such sale or disposition and the respective interests of Agent and Trustee attach to the proceeds thereof, subject in any event to the provisions hereof.  Trustee and the Junior Lenders agree to turn over to the Agent for the benefit of the Agent and the Senior Lenders any “adequate protection” of their interest in any Collateral that they receive in any Proceeding to the extent necessary to make whole Agent and Senior Lenders and agree that they will not seek to have the automatic stay lifted with respect to any Collateral, to appoint a Chapter 11 trustee under Section 1104 of the Bankruptcy Code or to convert or dismiss such Proceeding under Section 1112 of the Bankruptcy Code, in each case without the prior written consent of Agent or unless Agent seeks such relief.

(b)           Each of Agent and the Senior Lenders and Trustee and the Junior Lenders agree not to, directly or indirectly, take any action or vote in any way that would be in violation of, or inconsistent with, or result in a breach of, this Agreement or challenge or contest (i) the validity, perfection, priority or enforceability of any Lien held by Agent or any Senior Lender, or by Trustee or any Junior Lender, as the case may be, to secure the payment, performance or observance of all or any part of the Senior Indebtedness or Junior Indebtedness, respectively, (ii) the rights of Agent and Senior Lenders, or Trustee and Junior Lenders, as the case may be, set forth in any of the Credit Documents or Junior Credit Documents with respect to any such Lien, or (iii) the validity or enforceability of any of the Credit Documents or Junior Credit Documents or any term, condition or provision of this Agreement; provided, that nothing in this Section 5(b) is intended or shall be deemed or construed to limit in any way the ability of the Agent or Trustee, as the case may be, to enforce all of the terms and provisions of this Agreement.

8

(c)           Subject to the limitations set forth in this Agreement, Trustee may file proofs of claim and other pleadings and motions with respect to the Collateral in any Proceeding.  If a proper proof of claim has not been filed in the form required in such Proceeding at least ten (10) days prior to the expiration of the time for filing thereof, the Agent shall have the right (but not the duty) to file an appropriate claim for and on behalf of Trustee.  In furtherance of the foregoing, Trustee hereby appoints Agent as its attorney-in-fact, with full authority in the place and stead of Trustee and full power of substitution and in the name of Trustee or otherwise, to execute and deliver any document or instrument that Trustee is required to deliver pursuant to this Section 5(c), such appointment being coupled with an interest and irrevocable.

(d)           Trustee shall execute and deliver to Agent all such instruments and other documentation confirming the above authorizations and all such proofs of claim, assignments of claim and other instruments and documentation, and shall take all such other action as may be reasonably requested by Agent to enforce such claims and carry out the intent of this Section 5.

SECTION 6.           Insurance and Condemnation.  Unless and until Agent and each Senior Lender shall have received indefeasible payment in full in cash of all Senior Indebtedness and all Senior Commitments shall have terminated pursuant to the respective terms and provisions thereof, (i) Trustee and the Junior Lenders agree that Agent shall have the sole and exclusive right to adjust settlement with respect to any insurance coverage for any Collateral and (ii) all proceeds of any insurance policy, and proceeds of any condemnation or similar proceeding, covering all or any part of the Collateral shall be paid to Agent for application pursuant to the Credit Agreement and other Credit Documents.  If Senior Lenders allow any portion of any proceeds of any insurance, condemnation or similar award with respect to any Collateral to be used by any Credit Party to repair or replace the Collateral affected, Trustee and the Junior Lenders agree to take promptly all action reasonably requested by Agent to permit such use.

SECTION 7.           When Proceeds Must Be Paid Over.  (a)  In the event any proceeds of Collateral are received by Trustee or any Junior Lender for application to the Junior Indebtedness at a time when such payment is not expressly permitted by the terms of this Agreement, such proceeds shall be received by such Person in trust for the benefit of Agent and Senior Lenders and such Person shall promptly turn over such proceeds to Agent (in the same form as received, with any necessary endorsement), for application (in the case of cash) to the payment of expenses of the Agent and the Senior Lenders then to, or as Collateral (in the case of non-cash Property or securities) for, the payment or prepayment of the Senior Indebtedness remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in accordance with its terms.  In the event Trustee or any Junior Lender fails to provide any endorsement, as contemplated by the immediately preceding sentence, Agent, or any of its officers or employees, is hereby irrevocably authorized to make the same (which authorization, being coupled with an interest, is irrevocable).  Upon indefeasible payment in full in cash of all Senior Indebtedness and termination of all Senior Commitments, any remaining proceeds of Collateral shall be delivered to the Trustee for application to the Junior Indebtedness in accordance with the Junior Credit Documents, except as otherwise required pursuant to applicable law.

9

(b)           All proceeds of Collateral received in connection with any Senior Enforcement Action shall be paid to Agent for application to the payment of Senior Indebtedness pursuant to the Credit Documents.  Upon indefeasible payment in full in cash of all Senior Indebtedness and termination of all Senior Commitments, any remaining proceeds of Collateral shall be delivered to Trustee for application to the Junior Indebtedness in accordance with the Junior Credit Documents, except as otherwise required pursuant to applicable law.

SECTION 8.           Subrogation.  Trustee and Junior Lenders hereby waive all rights of subrogation to the claims of Agent or any of the Senior Lenders against any Credit Party, and waive all rights of recourse to any security for any Senior Indebtedness, until such time as all Senior Indebtedness shall have been indefeasibly paid in full in cash and all Senior Commitments shall have terminated pursuant to the respective terms and provisions thereof; provided, that if any payment to Agent or any Senior Lender is rescinded as a result of a Proceeding or otherwise, the subrogation of Trustee and Junior Lenders as provided herein shall likewise be rescinded until all of the Senior Indebtedness is indefeasibly paid in full in cash.

SECTION 9.           No Impairment of Subordination.  No right of Agent or any Senior Lender to enforce the subordination of the Liens on Collateral securing all or any part of the Junior Indebtedness shall be impaired by any act or failure to act by any Credit Party or by its failure to comply with this Agreement.  Without limiting the generality of the foregoing, the rights of Agent and Senior Lenders under this Agreement shall remain in full force and effect without regard to, and shall not be impaired by (a) any act or failure to act of any Credit Party, Trustee or Junior Lender, or any noncompliance by any Credit Party, Trustee or Junior Lender with any agreement or obligation, regardless of any knowledge thereof which Agent or any Senior Lender may have or with which Agent or any Senior Lender may be charged, (b) the validity or enforceability of any of the Credit Documents, (c) any extension or indulgence in respect of any payment or prepayment of the Senior Indebtedness or any part thereof or in respect of any other amount payable to Agent or any Senior Lender, (d) any permitted amendment, modification or waiver of any of the terms of the Credit Documents, (e) any exercise, delayed exercise or non-exercise by Agent or any Senior Lender of any right, power, privilege or remedy under or in respect of any Senior Indebtedness, the Collateral or this Agreement, (f) any other action or inaction by Agent or any Senior Lender permitted under the Credit Documents or this Agreement or (g) the absence of any notice to, or knowledge by, Trustee of the existence, creation or non-payment of all or any part of the Senior Indebtedness, or the occurrence of any of the matters or events set forth in the foregoing clauses (a) through (f), except as such notice shall be specifically required pursuant to the terms hereof.

SECTION 10.         Waivers and Consents of Trustee.  (a)  All of the Senior Indebtedness shall be deemed to have been made or incurred in reliance upon this Agreement and Trustee and Junior Lenders expressly waive (i) notice of acceptance by Agent or any Senior Lender of this Agreement, (ii) notice of the existence or creation or non-payment of all or any part of the Senior Indebtedness, (iii) all diligence in collection or protection of or realization upon all or any part of the Senior Indebtedness or any security therefor and any requirement that Agent or any Senior Lender protect, secure, perfect or insure any Lien or any Property subject thereto or exhaust any right or take any action against any Credit Party or any other Person or any such Property and (iv) promptness, diligence, notice of acceptance and any other notice with respect to any of the Senior Indebtedness.

10

(b)           Trustee agrees and consents that Agent and Senior Lenders may each, 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 this Agreement) or any Holder, without incurring responsibility to Trustee or any Holder, and without impairing or releasing the subordination provided for herein or the obligations of Trustee to Agent or any Senior Lender hereunder, amend, restate, supplement or otherwise modify the Credit Agreement or any of the other Credit Documents in any way whatsoever, including, without limitation, the following (i) shorten the final maturity of all or any part of the Senior Indebtedness, (ii) modify the amortization of the principal amount of all or any part of the Senior Indebtedness, (iii) increase the principal amount of Senior Indebtedness, or otherwise provide for additional advances, (iv) raise the standard or default per annum interest rates applicable to all or any part of the Senior Indebtedness, (v) impose any additional fees or penalties upon any Credit Party or increase the amount of or rate for any fees or penalties provided for with respect to the Senior Indebtedness, (vi) retain or obtain a Lien on any Property to secure any of the Senior Indebtedness, (vii) enter into new Credit Documents with any Credit Party or any of its direct or indirect subsidiaries with respect to the Senior Indebtedness, (viii) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, all or any of the Senior Indebtedness or otherwise amend, restate, supplement or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the Senior Indebtedness or any of the Credit Documents with respect to the Senior Indebtedness, (ix) retain or obtain the primary or secondary obligation of any other Person with respect to any of the Senior Indebtedness, (x) 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, (xi) sell, exchange, not perfect its Liens on or otherwise deal with any Property at any time pledged, assigned or mortgaged to secure or otherwise securing, all or any part of the Senior Indebtedness, (xii) 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, (xiii) amend, or grant any waiver or release with respect to, or consent to any departure from, any guaranty for all or any of the Senior Indebtedness, (xiv) 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, (xv) apply any sums from time to time received to the Senior Indebtedness in such manner as such Person shall determine, and (xvi) otherwise manage and supervise the Senior Indebtedness as such Person deems appropriate under the circumstances.  Nothing in this Section shall limit the obligation of the Credit Parties to grant a second Lien to the Junior Lenders in any Property in which the Senior Lenders have a first Lien.

(c)           In the event Agent releases or agrees to release any of its Liens on all or any part of the Collateral (i) in connection with the sale thereof or in connection with a financing to be secured by such Collateral, so long as the Company represents to the Agent that the proceeds of such sale or financing shall be applied as provided in the Credit Documents or (ii) pursuant to any Senior Enforcement Action, Agent agrees to notify Trustee in writing thereof with such notice stating the portion of the Collateral to be released and further stating that such Collateral will be sold or financed free and clear of the Liens of Agent and Trustee (“Release Notice”).  Trustee acknowledges, confirms and agrees that upon Agent giving such a Release Notice to Trustee in accordance with Section 16 below, Trustee on behalf of the Holders and the other

11

Junior Lenders, shall be deemed to consent to such sale or other disposition under the Credit Documents and the Lien of Trustee on such Collateral shall be deemed to be, and shall be, automatically released and terminated contemporaneously with the release by Agent of its Lien thereon; provided that nothing in this Section shall limit the right of the Trustee to receive excess proceeds of Collateral after the repayment to the Senior Indebtedness in full in cash.  Trustee agrees that no further act or documentation shall be necessary to evidence the release and termination by Trustee of such Lien and the delivery of the Release Notice to Trustee and the release by Agent of its Lien on the Collateral shall be prima facie evidence of Trustee’s release and termination of its Lien upon such Collateral.  In the event that Agent requests Trustee to execute and deliver any formal release or termination of its Lien upon such Collateral, Trustee agrees to execute the same forthwith.  In furtherance of the foregoing, Trustee hereby appoints Agent as its attorney-in-fact, with full authority in the place and stead of Trustee and full power of substitution and in the name of Trustee or otherwise, to execute and deliver any document or instrument which Trustee is required to deliver pursuant to this Section 10(c), such appointment being coupled with an interest and irrevocable.

(d)           Each of Trustee and Agent hereby agrees to use its best efforts to give written notice to the other of any declaration of acceleration, event of default declared in writing by it or, in the case of Agent, commencement of any Senior Enforcement Action under the Credit Documents; provided, that failure to give any such notice shall not result in liability to Trustee or Agent, as the case may be, or modify in any way the terms and provisions of this Agreement and the obligations of the respective parties hereunder.  No party hereto shall have any obligation to cure any such default and any payment made or act done by any such party to cure any such default shall not constitute an assumption of the Credit Documents or Junior Credit Documents or any of the obligations thereunder.

(e)           Notwithstanding anything to the contrary contained herein, in the event that Agent releases its Liens on the Collateral as a result of the prior or concurrent indefeasible payment in full in cash of the Senior Indebtedness and termination of all Senior Commitments thereunder, Trustee shall not be obligated to release its Liens (nor be deemed to release its Liens as contemplated in Section 10(c)) on any Collateral remaining after giving effect to such payment and termination (and any sale, transfer or other disposition of Collateral occurring in connection therewith).

SECTION 11.         Marshaling.  Trustee and Junior Lenders hereby waive, to the fullest extent permitted by applicable law, any rights they may have under applicable law to assert the doctrine of marshaling or otherwise to require Agent or any Senior Lender to marshal any Property of any Credit Party for the benefit of Trustee or any Holder.

SECTION 12.         Waiver of Rights.  Each of Trustee and each Junior Lender hereby waives, to the fullest extent permitted by applicable law, any rights it may have to enjoin or otherwise obtain a judicial or administrative order preventing Agent or any Senior Lender from taking, or refraining from taking, any action with respect to all or any part of the Collateral that is permitted under this Agreement.

SECTION 13.         Continuation of Subordination; Termination of Agreement.  This Agreement shall in all respects be a continuing agreement and shall remain in full force and

12

effect until Senior Lenders shall have received indefeasible payment in full in cash of all Senior Indebtedness and all of the Senior Commitments shall have terminated pursuant to the respective terms and provisions of the Credit Documents; provided, that this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Senior Indebtedness is rescinded, avoided or must otherwise be returned by Agent or any Senior Lender upon the insolvency, bankruptcy or reorganization of any Credit Party, all as though such payment had not been made.

SECTION 14.         Specific Performance.  Agent and each Senior Lender, on the one hand, and Trustee and each Junior Lender, on the other hand, are hereby authorized to demand specific performance of the provisions of this Agreement, at any time when Trustee or any Junior Lender, on the one hand, or the Agent or any Senior Lender, on the other hand, shall have failed to comply with any term or provision hereof.  Each of Agent (on its behalf and on behalf of the Senior Lenders) and Trustee (on its behalf and on behalf of the Junior Lenders) hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

SECTION 15.         Further Assurances.  Each party hereto will, upon the written request of other party, from time to time execute and deliver or cause to be executed and delivered such further instruments and agreements and do or cause to be done such further acts as may be reasonably necessary or proper to carry out more effectively the provisions of this Agreement and to effectuate the terms of the Lien subordination and other provisions contemplated hereby.

SECTION 16.         Notices.  Unless otherwise specifically provided herein, all notices shall be in writing addressed to the respective parties as set forth below and may be personally delivered, sent by facsimile transmission or sent by overnight courier service or United States mail and shall be deemed to have been given: (a) if sent in person, when delivered; (b) if sent by facsimile transmission, on the date of such transmission if transmitted on a business day before 4:00 p.m. (Chicago time) or, if not, on the next succeeding business day; (c) if sent by overnight courier, two days after delivery to such courier correctly addressed; or (d) if sent by mail, four business days after deposit in the United States mail, with postage prepaid and properly addressed:

If to Agent:	LaSalle Bank National Association
	135 South LaSalle Street
	Chicago, IL  60603
	Attention:  Sean Silver
	FAX:  (312) 904-9046
If to Trustee or any	Wilmington Trust Company
Junior Lender:	Rodney Square North
	1100 North Market Street
	Wilmington, DE 19890
	Attention:  Corporate Trust Department
	FAX:  (302) 651-8882

13

or to such other address as the party addressed shall have previously designated by written notice to the other party given in accordance with this Section 16.

SECTION 17.         SUBMISSION TO JURISDICTION; SERVICE OF PROCESS.  AGENT AND EACH SENIOR LENDER MAY ENFORCE ANY CLAIM ARISING OUT OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT HAVING SUBJECT MATTER JURISDICTION AND LOCATED IN THE CITY OF CHICAGO, ILLINOIS.  FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INSTITUTED WITH RESPECT TO ANY SUCH CLAIM, EACH OF TRUSTEE AND EACH JUNIOR LENDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS.  EACH OF TRUSTEE AND EACH JUNIOR LENDER HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF SUCH COURTS BY MAILING A COPY THEREOF, BY CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT SUCH PERSON’S ADDRESS PURSUANT TO SECTION 16 HEREOF AND AGREES THAT SUCH SERVICE, TO THE FULLEST EXTENT PERMITTED BY LAW, (i) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH PERSON IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (ii) SHALL BE TAKEN AND HELD TO BE VALID PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH PERSON.  NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHTS OF AGENT OR ANY SENIOR LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR PRECLUDE AGENT OR ANY SENIOR LENDER FROM BRINGING AN ACTION OR PROCEEDING IN RESPECT HEREOF IN ANY OTHER COUNTRY, STATE OR PLACE HAVING JURISDICTION OVER SUCH ACTION.  TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PERSON NOW OR HEREAFTER MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

SECTION 18.         JURY TRIAL.  EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES HEREUNDER OR UNDER ANY AGREEMENT, DOCUMENT OR INSTRUMENT DELIVERED OR WHICH MAY HEREAFTER BE DELIVERED IN CONNECTION HEREWITH, OR ARISING FROM ANY RELATIONSHIP ARISING HEREUNDER, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

SECTION 19.         Successors and Assigns.  (a)  This Agreement shall be binding upon and inure to the benefit of Agent, on behalf of the Senior Lenders, the Trustee, on behalf of the Junior Lenders, and each of their respective successors, transferees and assigns.

(b)           Each Senior Lender may, from time to time, without notice to or consent of Trustee or any Holder, assign or transfer to any Person any or all of the Senior Indebtedness or any interest therein, and notwithstanding any such assignment or transfer, or any subsequent assignment or transfer thereof, the Senior Indebtedness shall be and remain Senior Indebtedness for purposes of this Agreement, and every immediate and successive assignee or transferee of any of the Senior Indebtedness or of any interest therein shall, to the extent of the interest of such

14

assignee or transferee in the Senior Indebtedness, be entitled to rely upon and be a third party beneficiary of the subordination provided under this Agreement.

(c)           As used in this Agreement, the term “Credit Party” shall include any receiver, trustee, custodian or debtor in possession which is a successor to any Credit Party.

SECTION 20.         Governing Law.  This Agreement shall be construed and interpreted, and the right of the parties shall be determined, in accordance with the internal laws and decisions of the State of Illinois.

SECTION 21.         Legend.  Until indefeasible payment in full in cash of the Senior Indebtedness and termination of all Senior Commitments thereunder, each Note or other instrument evidencing any Junior Indebtedness shall bear upon its face the following legend:

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.

SECTION 22.         Entire Agreement; Amendments and Waivers.  This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof.  There are no other agreements between the parties hereto in connection with the subject matter hereof except as specifically set forth herein or contemplated hereby.  No amendment, modification or waiver of any of the provisions of this Agreement (including defined terms incorporated by reference from the Credit Agreement) shall be binding unless in writing and executed by Agent (with the prior written consent of the Required Lenders (as defined in the Credit Agreement)) and Trustee (with the prior written consent of the Holders of at least a majority in aggregate principal amount of the Notes).  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.  No delay on the part of Agent or any Senior Lender in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Agent or any Senior Lender of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy.  For the purposes of this Agreement, Senior Indebtedness shall include all Senior Indebtedness, notwithstanding any right or power of any Credit Party or other Person to assert any claim or defense as to the invalidity or unenforceability of all or any part of the Senior Indebtedness, and no such claim or defense shall affect or impair the agreements and obligations of the respective parties hereto.

SECTION 23.         Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15

SECTION 24.         Invalidity.  In the event one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision of this Agreement.

SECTION 25.         Headings.  The headings of the several sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

SECTION 26.         Contractual Representative for Perfection; Actions with Respect to Collateral.  Trustee hereby appoints Agent as Trustee’s contractual representative solely for purposes of perfecting Trustee’s Liens on Collateral which is of a type such that perfection of a Lien thereon may be accomplished by possession thereof by Trustee to the extent possession thereof is taken by Agent.  In the event all Senior Indebtedness shall have been indefeasibly paid in full in cash and all Senior Commitments shall have been terminated pursuant to the respective terms and provisions thereof, Agent shall deliver to Trustee all Collateral remaining in Agent’s possession.

SECTION 27.         Credit Parties.  By signing this Agreement, the Credit Parties agree to the terms hereof.  They agree, however, that they are not beneficiaries of the Agreement herein between the Agent and the Senior Lenders, on the one hand, and the Trustee and the Junior Lenders, on the other hand, and cannot enforce such agreements.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS]

16

IN WITNESS WHEREOF, this Agreement has been made and delivered as of the 11th day of January, 2002.

APCOA/STANDARD PARKING, INC.
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Executive Vice President, Chief Financial Officer, Treasurer
A-1 AUTO PARK, INC.
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Vice President, Treasurer
APCOA CAPITAL CORPORATION
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Vice President, Treasurer
CENTURY PARKING, INC.
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Vice President, Treasurer
EVENTS PARKING CO., INC.
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Treasurer

17

HAWAII PARKING MAINTENANCE, INC.
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Vice President, Treasurer
METROPOLITAN PARKING SYSTEM, INC.
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Treasurer
S & S PARKING, INC.
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Vice President, Treasurer
SENTINEL PARKING CO. OF OHIO, INC.
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Vice President, Treasurer
SENTRY PARKING CORPORATION
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Vice President, Treasurer

18

STANDARD AUTO PARK, INC.
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Treasurer
STANDARD PARKING CORPORATION
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Treasurer
STANDARD PARKING CORPORATION IL
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Treasurer
TOWER PARKING, INC.
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Vice President, Treasurer
VIRGINIA PARKING SERVICE, INC.
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Vice President, Treasurer

19

APCOA BRADLEY PARKING COMPANY, LLC
By: APCOA/STANDARD PARKING, INC., ITS SOLE MEMBER
By:	/s/  G. Marc Baumann
	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:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Executive Vice President, Chief Financial Officer, Treasurer
EXECUTIVE PARKING INDUSTRIES, L.L.C.
By:	/s/  G. Marc Baumann
	Name:	G. Marc Baumann
	Title:	Treasurer

20

LaSalle Bank National Association, as Agent
By:	/s/ Sean P. Silver
Name:		Sean P. Silver
Title:		Vice President
Wilmington Trust Company,
as Trustee
By:	/s/ James D. Nesci
Name:		James D. Nesci
Title:		Authorizes Signer

21

EX-10.7

EXHIBIT 10.7

EXECUTION COPY

ASSIGNMENT OF PARTNERSHIP INTERESTS

SECURITY AGREEMENT

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

W I T N E S S E T H:

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

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

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

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

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

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

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

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

1.             Definitions.

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

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

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

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

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

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

2

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

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

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

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

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

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

3

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

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

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

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

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

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

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

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

4

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

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

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

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

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

5

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

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

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

6.             The Borrower’s Powers.

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

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

6

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

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

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

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

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

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

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

7

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

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

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

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

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

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

8

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

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

11.           Remedies.

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

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

9

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

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

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

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

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

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

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

10

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

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

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

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

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

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

11

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

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

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

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

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

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

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

12

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

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

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

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

13

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

	APCOA/STANDARD PARKING, INC.
By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Executive Vice President, Chief Financial Officer, Treasurer
	WILMINGTON TRUST COMPANY, as Agent
By:	/s/ James D. Nesci
Name:	James D. Nesci
Title:	Authorized Signer

14

Annex A

to Assignment of Partnership Interest Security Agreement

1.          NAME	Record Owner	Percentage of Partnership Interests
APCOA Parking Venture I, Limited Partnership	Borrower	99	%
APCOA-Atrium Parking Venture, L.P.	Borrower	98	%
APCOA Parking Venture III, Limited Partnership	Borrower	99	%
APCOA-GSP L.P.	Borrower	99	%
APCOA-SRP Parking V	Borrower	51	%
Bradley Airport Parking Limited Partnership	Borrower	60	%

15

Exhibit A

Locations

900 North Michigan Avenue

Suite 1600

Chicago, Illinois 60611

16

EX-10.8

EXHIBIT 10.8

EXECUTION COPY

LIMITED LIABILITY COMPANY

MEMBERSHIP INTERESTS SECURITY AGREEMENT

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

W I T N E S S E T H:

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

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

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

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

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

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

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

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

1.             Definitions.

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

Event of Default.  An “Event of Default” as defined in the Indenture.

Intercreditor Agreement.  The “Intercreditor Agreement” as defined in the Indenture.

Membership Agreement.  The operating agreement or limited liability company agreement or similar governing agreement of each of the Subsidiaries and any instruments related thereto that created or that govern a Subsidiary, as the same may be amended, restated, modified or supplemented and in effect from time to time.

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

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

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

2

provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy.

1.2.          Other Definitional Provisions.  Any of the defined terms used herein may, unless the context otherwise requires, be used in the singular or the plural depending on the reference.  All references to statutes and related regulations shall include (unless otherwise specifically provided herein) any amendments of the same and any successor statutes and regulations.

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

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

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

3

4.             Representations and Warranties.  The Borrower represents and warrants as follows:

4.1           Binding Obligation.  This Agreement is the legally valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditor’s rights generally.

4.2           Ownership of Membership Interest.  The Borrower owns the Membership Interests free and clear of any lien, security interest, encumbrance, claim and right of others (collectively “Liens”), except for the Security Interests, the first priority security interest granted to LaSalle and the lenders under the Credit Agreement and Permitted Liens under the Credit Agreement.  No effective financing statement or other form of lien notice covering all or any part of the Membership Interests is on file in any recording office, except for those in favor of the Agent and those in favor of LaSalle, as agent under the Credit Agreement, evidencing the Liens granted in favor of LaSalle as secured party in respect of the first priority Lien in favor of the lenders party to the Credit Agreement.

4.3           Office Locations.  The mailing address, chief place of business, the chief executive office and the office where Borrower keeps its books and records relating to the Membership Interests are located at the places specified on Exhibit A hereto.

4.4           Perfection.  This Agreement creates a valid, perfected and second priority security interest in the Membership Interests (other than any Excluded Membership Interests and/or Excluded Membership Agreements), securing the payment of the Notes, and the other obligations of the Borrower and the Guarantors under the Indenture, and all filings, registrations, recordings and other actions necessary or desirable to create, perfect and protect such Security Interests have been duly taken, and such Security Interests are entitled to all of the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction which relates to perfected security interests.  The Borrower has marked its books and records to reflect the Security Interests.

4.5           Governmental Authorizations; Consents.  No authorization, approval or other action by, and no notice to or filing with, any domestic or foreign governmental authority or regulatory body or consent of any other Person is required (other than filing in appropriate governmental offices UCC financing statements in favor of the Agent as secured party evidencing the Liens granted hereunder) either (a) for the grant by the Borrower of the Security Interests granted hereby or for the execution, delivery or performance of this Agreement by the Borrower or (b) for the perfection of or the exercise by the Agent of its rights and remedies hereunder.

4.6           Conflicting Laws and Contracts.  Except for the required consent of the Managers of each of the Subsidiaries, neither the execution and delivery by the Borrower of this Agreement, the creation and perfection of the Security Interests, nor compliance by the Borrower with the terms and provisions hereof, will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower, the Certificate of Incorporation or

4

By-Laws of the Borrower, or the provisions of any indenture, instrument or agreement to which the Borrower is a party or a subject, or by or which it, or its properties, is bound, or conflict with or constitute a default thereunder.

4.7           Accurate Information.  All information heretofore, herein or hereafter supplied to the Agent by or on behalf of the Borrower with respect to the Membership Interests is and will be accurate and complete in all material respects.

5.             Further Assurances; Covenants.

5.1           Other Documents and Actions.  The Borrower will, from time to time, at its expense, promptly execute and deliver all further instruments and documents and take all further action that may be required by applicable law or be necessary or desirable, or that the Agent may request, in order to create, perfect and protect any security interest granted or reaffirmed or purported to be granted or reaffirmed hereby or to enable the Agent to exercise and enforce its rights and remedies with respect to the Membership Interests.  Without limiting the generality of the foregoing, the Borrower will: (a) execute and file such financing or continuation statements, or amendments thereto, and such other instruments, documents or notices, as may be required by applicable law or be necessary or desirable, or as the Agent may request, in order to create, perfect and preserve the Security Interests granted or reaffirmed or purported to be granted or reaffirmed hereby; (b) at any reasonable time, upon demand by the Agent allow the Agent or Persons designated by the Agent to examine and make copies of the records of the Borrower related to the Membership Interests, and to discuss the Membership Interests and the records of the Borrower with respect thereto with, and to be advised as to the same; and (c) upon the Agent’s request, appear in and defend any action or proceeding that may affect the Agent’s second priority security interest in the Membership Interests.

5.2           Corporate or Name Change.  The Borrower will give the Agent at least thirty (30) days’ prior written notice of any change in the Borrower’s name, identity, mailing address or corporate structure. With respect to any such change, the Borrower will execute such documents and take such actions as the Agent deems necessary or desirable to create, perfect and protect the Security Interests.

5.3           Locations.  The Borrower will give the Agent at least thirty (30) days’ prior written notice of any change in the Borrower’s or any Subsidiary’s mailing address.  With respect to any new location (which in any event shall be within the continental United States), the Borrower will execute such documents and take such actions as the Agent deems necessary to perfect and protect the Security Interests.

5.4           Uncertificated Securities Covenants.  The Borrower shall, and shall cause other appropriate parties under §§8-313 and 8-321 of the UCC to, mark its or their books and records with the numbers and face amounts of all uncertificated securities evidencing the Membership Interests and all rollovers and replacements therefor to reflect the Security Interests.  Upon request therefor, the Borrower shall provide the Agent and shall cause other Persons to provide the Agent with written confirmation of the Security Interest in such uncertificated securities.  The Borrower shall take, and shall cause all other necessary Persons to take, all action necessary

5

or appropriate to create, perfect and maintain a second perfected priority Lien in such uncertificated securities in favor of the Agent.  In the event that subsequent to the date hereof, the Membership Interests are evidenced by certificates, the Borrower will promptly deliver such certificates to the Agent, together with an assignment duly endorsed in blank for transfer.

5.5           Protection of Membership Interests.  The Borrower will do nothing to impair the rights of the Agent in the Membership Interests (provided that the foregoing shall not be deemed to be in conflict with the grant by the Borrower of a first priority Lien in the Membership Interests in favor of the lenders party to the Credit Agreement).

5.6           Taxes and Claims.  The Borrower will pay when due all property and other taxes, assessments and governmental charges imposed upon, and all claims against, the Membership Interests; provided, that no such tax, assessment or charge need be paid if the Borrower is contesting same in good faith by appropriate proceedings promptly instituted and diligently conducted and if the Borrower has established such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP; and provided further that the same can be contested without risk of loss or forfeiture or material impairment of the Membership Interests in question.

5.7           Membership Interests Information.  The Borrower will furnish to the Agent, from time to time upon request, statements and schedules further identifying and describing the Membership Interests and such other reports in connection with the Membership Interests as the Agent may reasonably request, all in reasonable detail.  The Borrower will, promptly upon request, provide to the Agent all information and evidence it may reasonably request concerning the Membership Interests to enable the Agent to enforce the provisions of this Agreement.

5.8           Records of Membership Interest.  The Borrower shall keep full and accurate books and records relating to the Membership Interests and shall stamp or otherwise mark such books and records in such manner as the Agent may reasonably request indicating that the Membership Interests are subject to the Security Interests.

5.9           No Change to the Membership Agreements.  The Borrower will not permit, suffer or otherwise consent to, any amendment, supplement or other modification to any of the Membership Agreements of any of the Subsidiaries which is or can reasonably be expected to be adverse to the interests of the Agent and the Holders, except in accordance with the Indenture.

5.10         Proceeds.  To the extent required by the Indenture or upon demand of the Agent when any Event of Default has occurred and is continuing, the Borrower , in accordance with the Indenture, but subject to the terms of the Intercreditor Agreement, will remit to the Agent for application to the obligations of the Borrower under the Indenture, all income, cash flow, profits and distributions received by the Borrower in connection with the Membership Interests, and (b) any and all proceeds received by the Borrower in connection with a sale of any Membership Interests.

6.             Agent Appointed Attorney-in-Fact.  The Borrower hereby irrevocably appoints LaSalle, or if the Credit Agreement is no longer in effect, the Agent as the Borrower’s

6

attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower, with or without the signature of the Borrower where permitted by law, from time to time in LaSalle’s, or if the Credit Agreement is no longer in effect, the Agent’s discretion to take any action and to execute any instrument that LaSalle, or if the Credit Agreement is no longer in effect, the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a)           to sign and endorse any documents (including without limitation financing or continuation statements, and amendments thereto) necessary or advisable to create, perfect, protect and maintain the perfection and priority of the Security Interests;

(b)           to pay or discharge taxes or Liens, levied or placed upon or threatened against the Membership Interests, or any of them, the legality or validity thereof and the amounts necessary to discharge the same to be determined by LaSalle, or if the Credit Agreement is no longer in effect, the Agent in its reasonable discretion, and such payments made by LaSalle, or if the Credit Agreement is no longer in effect, the Agent to become obligations of the Borrower to the Agent, due and payable immediately without demand and secured by the Security Interests;

(c)           after the occurrence and during the continuance of an Event of Default, to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys or property due and to become due under or in respect of the Membership Interests, or any of them;

(d)           after the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings that LaSalle, or if the Credit Agreement is no longer in effect, the Agent may deem necessary or desirable for the collection of the Membership Interests or otherwise to enforce the rights of LaSalle, or if the Credit Agreement is no longer in effect, the Agent with respect to the Membership Interests; and

(e)           after the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, request redemption of Member’s interest, exercise any voting rights of the Borrower under the Membership Agreements of each of the Subsidiaries, make any agreement with respect to or otherwise deal with the Membership Interests as fully and completely as though the Agent were the absolute owner thereof for all purposes.

The Borrower hereby ratifies and approves all acts of LaSalle, or if the Credit Agreement is no longer in effect, the Agent made or taken pursuant to this §6.  Neither LaSalle, or if the Credit Agreement is no longer in effect, the Agent nor any Person designated by the Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, unless it is determined by a judgment of a court of competent jurisdiction, final and not subject to review on appeal, that such action, omission, error or mistake constituted gross negligence or willful misconduct.  This power, being coupled with an interest, is irrevocable so long as this Agreement shall remain in force.

7

7.             Transfers and Other Liens.  The Borrower shall not:

(a)           Sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Membership Interests or any portion thereof.

(b)           Create, incur or suffer to exist any Lien upon or with respect to any of the Membership Interests to secure indebtedness of any Person except for the second priority security interest created by this Agreement and except for the Liens in favor of LaSalle securing the lenders under the Credit Agreement.

(c)           Sign or authorize the signing on its behalf or filing of any financing statement naming it as debtor covering all or any portion or any of the Membership Interests, except financing statements naming the Agent as secured party and except for financing statements naming LaSalle as secured party in respect of the first priority Lien in favor of the lenders party to the Credit Agreement.

8.             Remedies

(a)           If any Event of Default shall have occurred and be continuing, the Agent may, subject to the terms of the Intercreditor Agreement, exercise in respect of any or all of the Membership Interests, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC and also may without notice except as specified below, sell or otherwise dispose of the Membership Interests or any part thereof in one or more units at public or private sale, at any of the Agent’s offices or elsewhere, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable.  The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  At any sale of any or all of the Membership Interests, if permitted by law, the Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase of the Membership Interests or any portion thereof for the account of the Agent.  The Agent shall not be obligated to make any sale of Membership Interests regardless of notice of sale having been given.  The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  To the extent permitted by law, the Borrower hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted.

(b)           Upon the occurrence and during the continuance of an Event of Default, the Agent or its agents or attorneys shall have the right to take possession of the Borrower’s original books and records relating to the Membership Interests.

(c)           The Borrower acknowledges and agrees that a breach of any of the covenants contained in §§5.1(a), 5.1(b), 7 and 8 hereof will cause irreparable injury to the Agent and that

8

the Agent has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Agent to seek and obtain specific performance of other obligations of the Borrower contained in this Agreement, that the covenants of the Borrower contained in the sections referred to in this section shall be specifically enforceable against the Borrower.

9.             Limitation on Duty of the Agent with Respect to Membership Interests.  Beyond the safe custody thereof, the Agent shall have no duty with respect to the Membership Interests in its control (or in the control of any agent) or with respect to any income or distributions thereon or the preservation of rights against prior parties or any other rights pertaining thereto.

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

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

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

13.           Marshaling.  Neither the Agent nor any Holder shall be required to marshal any present or future security for (including but not limited to this Agreement and the Membership Interests), or other assurances of payment of, the Indebtedness under the Notes or the Indenture or any of them, or to resort to such security or other assurances of payment in any particular order.  All of the Agent’s rights hereunder and in respect of such security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising.  To the extent that it lawfully may, the Borrower hereby agrees that it will not invoke any law

9

relating to the marshaling of collateral that might cause delay in or impede the enforcement of the Agent’s rights under this Agreement or under the Indenture, and to the extent that it lawfully may the Borrower hereby irrevocably waives the benefits of all such laws.

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

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

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

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

18.           No Waiver, Etc.  Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a written instrument expressly referring to this Agreement and to the provisions so modified or limited and executed by the Agent pursuant to the terms of the Indenture.  No act, failure or delay by the Agent shall constitute a waiver of its rights and remedies hereunder or otherwise.  No single or partial waiver by the Agent of any default or right or remedy that it may have shall operate as a waiver of any other default, right or remedy or of the same default, right or remedy on a future occasion.  The Borrower hereby

10

waives presentment, notice of dishonor and protest of all instruments, included in or evidencing any of the Notes or the Membership Interests, and any and all other notices and demands whatsoever (except as expressly provided for in the Indenture).

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

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

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

22.           Entire Agreement.  This Agreement, together with the Indenture and the other security agreements executed and delivered pursuant thereto, embodies the entire agreement and understanding between the Borrower and the Holders relating to the Membership Interests and supersedes all prior written and oral agreements and understandings between the Borrowers and the Holders relating to the Membership Interests.

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

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

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

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

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

11

IN WITNESS WHEREOF, this Limited Liability Company Membership Interests Security Agreement has been executed as of the day and year first above written.

APCOA/STANDARD PARKING, INC.
By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Executive Vice President, Chief Financial
	Officer, Treasurer
WILMINGTON TRUST COMPANY, as Agent
By:	/s/ James D. Nesci
Name:	James D. Nesci
Title:	Authorized Signer

12

Annex A

to Limited Liability Company Membership Interests Security Agreement

I.        SUBSIDIARY	Record Owner	Percentage of Membership Interests
APCOA LaSalle Parking Company, L.L.C.	Borrower	100	%
APCOA Bradley Parking Company, LLC	Borrower	100	%
APCOA Parking Venture V L.L.C.	Borrower	99	%
Executive Parking Industries, L.L.C.	Borrower	24	%

13

Exhibit A

Locations

900 North Michigan Avenue

Suite 1600

Chicago, Illinois 60611

14

EX-10.9

EXHIBIT 10.9

EXECUTION COPY

JOINT VENTURE INTEREST SECURITY AGREEMENT

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

W I T N E S S E T H:

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

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

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

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

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

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

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

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

1.             Definitions.

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

Joint Venture Agreement.  The joint venture agreement or similar governing agreement of each of the Subsidiaries and any instruments related thereto that created or govern a Subsidiary, as the same may be amended, restated, modified or supplemented and in effect from time to time.

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

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

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

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

2

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

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

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

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

4.             Representations and Warranties.  The Borrower represents and warrants as follows:

4.1.          Binding Obligation.  This Agreement is the legally valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditor’s rights generally.

3

4.2.          Ownership of Joint Venture Interest.  The Borrower owns the Joint Venture Interests, free and clear of any lien, security interest, encumbrance, claim and right of others (collectively, “Liens”), other than the rights of the Subsidiaries under the Joint Venture Agreements to call the Borrower’s Joint Venture Interests, the first priority security interest granted to LaSalle and the lenders under the Credit Agreement and the Security Documents referred to therein and Permitted Liens under the Credit Agreement.  No effective financing statement or other form of lien notice covering all or any part of the Joint Venture Interests is on file in any recording office, except for those in favor of the Agent and those in favor of LaSalle as secured party in respect of the first priority Lien in favor of the lenders party to the Credit Agreement

4.3.          Office Locations.  The mailing address, chief place of business, the chief executive office and the office where the Borrower keeps its books and records relating to the Joint Venture Interests are located at the places specified on Exhibit A hereto.

4.4.          Perfection.  This Agreement creates a valid, perfected and second priority security interest in the Borrower’s Joint Venture Interests, securing the payment of the Notes and the other obligations of the Borrower and the Guarantors under the Indenture, and all filings, registrations, recordings and other actions necessary or desirable to create, perfect and protect such Security Interests have been duly taken, and such Security Interests are entitled to all of the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction which relates to perfected security interests.

4.5           Governmental Authorizations; Consents.  Other than the consent of any of the Subsidiaries, no authorization, approval or other action by, and no notice to or filing with, any domestic or foreign governmental authority or regulatory body or consent of any other Person is required (other than filing  in appropriate governmental offices UCC financing statements in favor of the Agent as secured party evidencing the Liens granted hereunder) either (a) for the grant by the Borrower of the Security Interests granted hereby or for the execution, delivery or performance of this Agreement by the Borrower or (b) for the perfection of or the exercise by the Agent of its rights and remedies hereunder.

4.6           Conflicting Laws and Contracts.  Neither the execution and delivery by the Borrower of this Agreement, the creation and perfection of the Security Interests, nor compliance by the Borrower with the terms and provisions hereof, will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower, the Joint Venture Agreements, or the provisions of any indenture, instrument or agreement to which the Borrower is a party or a subject, or by or which it, or its properties, is bound, or conflict with or constitute a default thereunder.

4.7           Accurate Information.  All information heretofore, herein or hereafter supplied to the Agent by or on behalf of the Borrower with respect to the Joint Venture Interests is and will be accurate and complete in all material respects.

5.             Further Assurances; Covenants

4

5.1           Other Documents and Actions.  The Borrower will, from time to time, at its expense, promptly execute and deliver all further instruments and documents and take all further action that may be required by applicable law or be necessary or desirable, or that the Agent may request, in order to create, perfect and protect any security interest granted or reaffirmed or purported to be granted or reaffirmed hereby or to enable the Agent to exercise and enforce its rights and remedies with respect to the Joint Venture Interests.  Without limiting the generality of the foregoing, the Borrower will: (a) execute and file such financing or continuation statements, or amendments thereto, and such other instruments, documents or notices, as may be required by applicable law or be necessary or desirable, or as the Agent may request, in order to create, perfect and preserve the Security Interests granted or reaffirmed or purported to be granted or reaffirmed hereby; (b) at any reasonable time, upon demand by the Agent allow the Agent or Persons designated by the Agent to examine and make copies of the records of the Borrower related to the Joint Venture Interests, and to discuss the Joint Venture Interests and the records of the Borrower with respect thereto with, and to be advised as to the same by, the Borrower’s officers and employees; and (c) upon the Agent’s request, appear in and defend any action or proceeding that may affect the Borrower’s title to or the Agent’s second priority security interest in the Joint Venture Interests.

5.2           Corporate or Name Change.  The Borrower will give the Agent at least thirty (30) days’ prior written notice of any change in the Borrower’s name, identity, mailing address or corporate structure. With respect to any such change, the Borrower will execute such documents and take such actions as the Agent deems necessary or desirable to create, perfect and protect the Security Interests.

5.3           Locations.  The Borrower will give the Agent at least thirty (30) days’ prior written notice of any change in the Borrower’s chief place of business.  With respect to any new location (which in any event shall be within the continental United States), the Borrower will execute such documents and take such actions as the Agent deems necessary to perfect and protect the Security Interests.

5.4           Uncertificated Securities Covenants.  The Borrower shall, and shall cause other appropriate parties under §§ 8-313 and 8-321 of the UCC to, mark its or their books and records with the numbers and face amounts of all uncertificated securities evidencing the Joint Venture Interests and all rollovers and replacements therefor to reflect the Security Interests.  Upon request therefor, the Borrower shall provide the Agent with written confirmation of the Security Interest in such uncertificated securities.  The Borrower shall take, and shall cause all other necessary Persons to take, all action necessary or appropriate to create, perfect and maintain a second perfected priority Lien in such uncertificated securities in favor of the Agent.  In the event that subsequent to the date hereof, the Joint Venture Interests are evidenced by certificates, the Borrower will promptly deliver such certificates to the Agent, together with an assignment duly endorsed in blank for transfer.

5.5           Protection of Joint Venture Interests.  The Borrower will do nothing to impair the rights of the Agent in the Joint Venture Interests (provided that the foregoing shall not be

5

deemed to be in conflict with the grant by the Borrower of a second priority Lien in the Joint Venture Interests in favor of the Trustee securing the Subordinated Notes).

5.6           Taxes and Claims.  The Borrower will pay when due all property and other taxes, assessments and governmental charges imposed upon, and all claims against, the Joint Venture Interests; provided, that no such tax, assessment or charge need be paid if the Borrower is contesting same in good faith by appropriate proceedings promptly instituted and diligently conducted and if the Borrower has established such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP; and provided further that the same can be contested without risk of loss or forfeiture or material impairment of the Joint Venture Interests or Security Interests in question.

5.7           Joint Venture Interests Information.  The Borrower will furnish to the Agent, from time to time upon request, statements and schedules further identifying and describing the Joint Venture Interests and such other reports in connection with the Joint Venture Interests as the Agent may reasonably request (including financial statements of the Joint Venture), all in reasonable detail.  The Borrower will, promptly upon request, provide to the Agent all information and evidence it may reasonably request concerning the Joint Venture Interests to enable the Agent to enforce the provisions of this Agreement.

5.8           Records of Joint Venture Interest.  The Borrower shall keep full and accurate books and records relating to the Joint Venture Interests and shall stamp or otherwise mark such books and records in such manner as the Agent may reasonably request indicating that the Joint Venture Interests are subject to the Security Interests.

5.9           No Change to Joint Venture Agreements.  The Borrower will not permit, suffer or otherwise consent to, any amendment, supplement or other modification to any of the Joint Venture Agreements which is or can reasonably be expected to be adverse to the interests of the Agent and the Holders, without the prior consent in writing of the Agent (which will not be unreasonably withheld).

5.10         Proceeds.  To the extent required by the Indenture or upon demand of the Agent when any Event of Default (wherever used in this document, as defined in the Indenture) has occurred and is continuing, the Borrower, in accordance with the Indenture, but subject to the terms of the Intercreditor Agreement, will remit to the Agent for application to the obligations of the Borrower and the Guarantors under the Indenture, (a) all income, cash flow, profits and distributions received by the Borrower in connection with the Joint Venture Interests, and (b) any and all proceeds received by the Borrower in connection with a sale of any Joint Venture Interests.

6.             Agent Appointed Attorney-in-Fact.  The Borrower hereby irrevocably appoints LaSalle or, if the Credit Agreement is no longer in effect, the Agent as the Borrower’s attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower, with or without the signature of the Borrower where permitted by law, from time to time in LaSalle’s or, if the Credit Agreement is no longer in effect, the Agent’s discretion to take any action and to execute any instrument that LaSalle or, if the Credit Agreement is no longer in

6

effect, the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a)           to sign and endorse any documents (including without limitation financing or continuation statements, and amendments thereto) necessary or advisable to create, perfect, protect and maintain the perfection and priority of the Security Interests;

(b)           to pay or discharge taxes or Liens, levied or placed upon or threatened against the Joint Venture Interests, or any of them, the legality or validity thereof and the amounts necessary to discharge the same to be determined by LaSalle or, if the Credit Agreement is no longer in effect, the Agent in its reasonable discretion, and such payments made by the Agent to become obligations of the Borrower to LaSalle or, if the Credit Agreement is no longer in effect, the Agent, due and payable immediately without demand and secured by the Security Interests;

(c)           after the occurrence and during the continuance of an Event of Default, to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of the Joint Venture Interests, or any of them;

(d)           after the occurrence and during the continuance of an Event of Default, to file any claims or take any action or institute any proceedings that LaSalle or, if the Credit Agreement is no longer in effect, the Agent may deem necessary or desirable for the collection of the Joint Venture Interests or otherwise to enforce the rights of LaSalle or, if the Credit Agreement is no longer in effect, the Agent with respect to the Joint Venture Interests; and

(e)           after the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, exercise any voting rights of the Borrower under the Joint Venture Agreements, make any agreement with respect to or otherwise deal with the Joint Venture Interests as fully and completely as though the Agent were the absolute owner thereof for all purposes.

The Borrower hereby ratifies and approves all acts of LaSalle or, if the Credit Agreement is no longer in effect, LaSalle or, if the Credit Agreement is no longer in effect, the Agent made or taken pursuant to this §6.  Neither LaSalle or, if the Credit Agreement is no longer in effect, the Agent nor any Person designated by the Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, unless it is determined by a judgment of a court of competent jurisdiction, final and not subject to review on appeal, that such action, omission, error or mistake constituted gross negligence or willful misconduct.  This power, being coupled with an interest, is irrevocable so long as this Agreement shall remain in force.

7.             Transfers and Other Liens.  The Borrower shall not:

(a)           Other than a sale to any of the Subsidiaries pursuant to the exercise by any of the Subsidiaries of its call under the Joint Venture Agreements, sell, assign (by

7

operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Joint Venture Interests or any portion thereof.

(b)           Create, incur or suffer to exist any Lien upon or with respect to any of the Joint Venture Interests to secure indebtedness of any Person except for the second priority security interest created by this Agreement and except for the Liens in favor of LaSalle securing the lenders under the Credit Agreement.

(c)           Sign or authorize the signing on its behalf or filing of any financing statement naming it as debtor covering all or any portion or any of the Joint Venture Interests, except financing statements naming the Agent as secured party and except for financing statements naming LaSalle as secured party in respect of the first priority Lien in favor of the lenders party to the Credit Agreement

8.             Remedies.

(a)           If any Event of Default shall have occurred and be continuing, the Agent may, in accordance with the terms of the Intercreditor Agreement, exercise in respect of any or all of the Joint Venture Interests, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC and also may without notice except as specified below, sell or otherwise dispose of the Joint Venture Interests or any part thereof in one or more units at public or private sale, at any of the Agent’s offices or elsewhere, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable.  The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  At any sale of any or all of the Joint Venture Interests, if permitted by law, the Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase of the Joint Venture Interests or any portion thereof for the account of the Agent.  The Agent shall not be obligated to make any sale of the Joint Venture Interests regardless of notice of sale having been given.  The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  To the extent permitted by law, the Borrower hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted.

(b)           Upon the occurrence and during the continuance of an Event of Default, LaSalle or, if the Credit Agreement is no longer in effect, the Agent or its agents or attorneys shall have the right to take possession of the Borrower’s original books and records relating to the Joint Venture Interests, to obtain access to the Borrower’s data processing equipment, computer hardware and software relating to the Joint Venture Interests and to use all of the foregoing and the information contained therein in any manner the Agent deems appropriate.

8

(c)           The Borrower acknowledges and agrees that a breach of any of the covenants contained in §§5.1(a), 5.1(b), 7 and 8 hereof will cause irreparable injury to the Agent and that the Agent has no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Agent to seek and obtain specific performance of other obligations of the Borrower contained in this Agreement, that the covenants of the Borrower contained in the sections referred to in this section shall be specifically enforceable against the Borrower.

9.             Limitation on Duty of the Agent with Respect to Joint Venture Interests.  Beyond the safe custody thereof, the Agent shall have no duty with respect to the Joint Venture Interests in its control (or in the control of any agent) or with respect to any income or distributions thereon or the preservation of rights against prior parties or any other rights pertaining thereto.

10.           Application of Proceeds.  Any and all income, cash flow, profits and distributions the Borrower receives in connection with its Joint Venture Interests and the proceeds of any sale of, or other realization upon, all or any part of the Joint Venture Interests shall be applied first in accordance with the Intercreditor Agreement, and then in accordance with the Indenture.

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

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

13.           Marshaling.  Neither the Agent nor any Holder shall be required to marshal any present or future security for (including but not limited to this Agreement and the Joint Venture Interests), or other assurances of payment of, the indebtedness under the Notes or the Indenture or any of them, or to resort to such security or other assurances of payment in any particular order.  All of the Agent’s rights hereunder and in respect of such security and other assurances of

9

payment shall be cumulative and in addition to all other rights, however existing or arising.  To the extent that it lawfully may, the Borrower hereby agrees that it will not invoke any law relating to the marshaling of collateral that might cause delay in or impede the enforcement of the Agent’s rights under this Agreement or under the Indenture, and to the extent that it lawfully may the Borrower hereby irrevocably waives the benefits of all such laws.

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

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

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

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

18.           No Waiver, Etc.  Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a written instrument expressly referring to this Agreement and to the provisions so modified or limited and executed by the Agent pursuant to the terms of the Indenture.  No act, failure or delay by the Agent shall constitute a waiver of its rights and remedies hereunder or otherwise.  No single or partial waiver by the Agent of any default or right or remedy that it may have shall operate as a waiver of any other default, right or

10

remedy or of the same default, right or remedy on a future occasion.  The Borrower hereby waives presentment, notice of dishonor and protest of all instruments, included in or evidencing any of the Notes or the Joint Venture Interests, and any and all other notices and demands whatsoever (except as expressly provided for in the Indenture).

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

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

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

22.           Entire Agreement.  This Agreement, together with the Indenture and the other security agreement executed and delivered pursuant thereto, embodies the entire agreement and understanding between the Borrower and the Holders relating to the Joint Venture Interests and supersedes all prior written and oral agreements and understandings between the Borrowers and the Holders relating to the Joint Venture Interests.

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

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

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

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

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

11

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

	APCOA/STANDARD PARKING, INC.
By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Executive Vice President, Chief Financial Officer,
	Treasurer
	WILMINGTON TRUST COMPANY, as Agent
By:	/s/ James D. Nesci
Name:	James D. Nesci
Title:	Authorized Signer

12

Annex A

to Joint Venture Interest Security Agreement

I.              ISSUER	Record Owner	Percentage of Joint Venture Interests
A-M Frontier Field Parking Company	Borrower	50	%
A-M Monroe Parking	Borrower	50	%
A-M New York Parking Company	Borrower	50	%
APCOA-ETNA Parking	Borrower	90	%
APCOA/JA-Ash Parking Joint Venture	Borrower	60	%
APCOA-M&M	Borrower	80	%
APCOA-M&M Parking II	Borrower	80	%
APCOA-Miami Parking	Borrower	49	%
APCOA/Mitchell/ETNA Transportation Services Joint Venture	Borrower	60	%
APCOA-Progressive Parking	Borrower	75	%
APCOA/Progressive Parking II	Borrower	75	%
APCOA-RSN Shuttle Operation	Borrower	82	%
APCOA/Standard Parking – VIP Joint Venture	Borrower	65	%

13

Exhibit A

Locations

900 North Michigan Avenue

Suite 1600

Chicago, Illinois 60611

14

EX-10.10

EXHIBIT 10.10

EXECUTION COPY

PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT

THIS PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT is dated as of January 11, 2002 between APCOA/STANDARD PARKING, INC., a Delaware corporation having its principal place of business at 900 North Michigan Avenue, Suite 1600, Chicago, Illinois  60611 (the “Assignor”), and WILMINGTON TRUST COMPANY, having an office at Rodney Square North, 1100 North Market Street, Wilmington Delaware 19890, as trustee and collateral agent (hereinafter, in such capacity, the “Agent”) for itself and the several holders (the “Holders”) of the 14% Senior Subordinated Second Lien Notes due 2006 (the “Notes”) issued by the Assignor, pursuant to an indenture dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Assignor, certain of the Assignor’s subsidiaries (the “Guarantors”) and the Agent.

W I T N E S S E T H:

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

WHEREAS, the Assignor is a member of an affiliated group of companies that includes each Guarantor;

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

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

WHEREAS, it is a condition precedent to the issuance of the Notes that Assignor shall have executed and delivered this Patent Collateral Assignment and Security Agreement (as it may be further amended, restated, modified or supplemented and in effect from time to time, this “Patent Security Agreement”) to the Agent for the ratable benefit of the Agent and the Holders;

WHEREAS, the Assignor has executed and delivered to the Agent, for the benefit of the Agent and the Holders, the Security Agreement (as defined in the Indenture), pursuant to which the Assignor has granted to the Agent, for the benefit of the Agent and the Holders, a second priority security interest in certain of the Assignor’s personal property and fixture assets, including without limitation the patents and patent applications listed on Schedule A attached hereto, all to secure the payment and performance of the Notes and the other obligations of the Assignor and the Guarantors under the Indenture; and

WHEREAS, this Patent Security Agreement is supplemental to the provisions contained in the Security Agreement and the Indenture;

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

1.DEFINITIONS.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided therefor in Amended and Restated Credit Agreement and the Security Documents, dated as of even date herewith, by and among the Company and LaSalle Bank National Association (“LaSalle”) as agent and the lenders party thereto (as such agreement may be amended, restated, modified or supplemented and in effect from time to time, the “Credit Agreement”).  In addition, the following terms shall have the meanings set forth in this Section 1 or elsewhere in this Patent Security Agreement referred to below:

Event of Default.  An “Event of Default” as defined in the Indenture.

Intercreditor Agreement.  “Intercreditor Agreement” as defined in the Indenture.

Patents.  All patents and patent applications, whether United States or foreign, that are owned by the Assignor or in which the Assignor has any right, title or interest, now or in the future, including but not limited to:

(a)   the patents and patent applications listed on Schedule A hereto (as the same may be amended pursuant hereto from time to time);

(b)   all letters patent of the United States or any other country, and all applications for letters patent of the United States or any other country;

(c)   all re-issues, continuations, divisions, continuations-in-part, renewals or extensions thereof;

(d)   the inventions disclosed or claimed therein, including the right to make, use, practice and/or sell (or license or otherwise transfer or dispose of) the inventions disclosed or claimed therein; and

(e)   the right (but not the obligation) to make and prosecute applications for such Patents.

Patent Collateral.  All of the Assignor’s right, title and interest in and to all of the Patents, the Patent License Rights, and all other Patent Rights, and all additions, improvements, and accessions to, all substitutions for and replacements of, and all products and Proceeds (including insurance proceeds) of, any and all of the foregoing, and all books and records and technical information and data describing or used in connection with any and all such rights, interests, assets or property.

Patent License Rights.  Any and all past, present or future rights and interests of the Assignor pursuant to any and all past, present and future licensing agreements in favor of the Assignor, or to which the Assignor is a party, pertaining to any Patents or Patent Rights,

2

owned or used by third parties in the past, present or future, including the right in the name of the Assignor or the Agent to enforce, and sue and recover for, any past, present or future breach or violation of any such agreement.

Patent Rights.  Any and all past, present or future rights in, to and associated with the Patents throughout the world, whether arising under federal law, state law, common law, foreign law, or otherwise, including but not limited to the following:  all such rights arising out of or associated with the Patents; the right (but not the obligation) to register claims under any federal, state or foreign patent law or regulation; the right (but not the obligation) to sue in the name of the Assignor or the Agent for any and all past, present and future infringements of or any other damages or injury to the Patents or the Patent Rights, and the rights to damages or profits due or accrued arising out of or in connection with any such past, present or future infringement, damage or injury; and the Patent License Rights.

Patent Security Agreement.  This Patent Collateral Assignment and Security Agreement, as amended and in effect from time to time.

Proceeds.  Any consideration received from the sale, exchange, license, lease or other disposition or transfer of any right, interest, asset or property which constitutes all or any part of the Patent Collateral, any value received as a consequence of the ownership, possession, use or practice of any Patent Collateral, and any payment received from any insurer or other person or entity as a result of the destruction or the loss, theft or other involuntary conversion of whatever nature of any right, interest, asset or property which constitutes all or any part of the Patent Collateral.

USPTO.  The United States Patent and Trademark Office.

2.GRANT OF SECOND PRIORITY SECOND PRIORITY SECURITY INTEREST.

To secure the payment and performance in full of all of the Lender Indebtedness, the Assignor hereby grants, assigns, transfers and conveys to the Agent, for the benefit of the Agent and the Holders, BY WAY OF COLLATERAL SECURITY, all of the Patent Collateral.  NEITHER THE AGENT NOR ANY OF THE HOLDERS ASSUMES ANY LIABILITY ARISING IN ANY WAY BY REASON OF ITS HOLDING SUCH COLLATERAL SECURITY.

3.REPRESENTATIONS, WARRANTIES AND COVENANTS.

The Assignor represents, warrants and covenants that:  (i) Schedule A attached hereto sets forth a true and complete list of all the Patent Collateral now owned, licensed, controlled or used by the Assignor; (ii) the issued Patents are subsisting and have not been adjudged invalid or unenforceable, in whole or in part, and there is no litigation or proceeding pending concerning the validity or enforceability of the issued Patents; (iii) to the Assignor’s knowledge, each of the issued Patents is valid and enforceable; (iv) to the Assignor’s knowledge, there is no infringement by others of the issued Patents or Patent Rights; (v) no claim has been made that the use of any of the Patents does or may violate the rights of any third person, and to the Assignor’s knowledge there is no infringement by the Assignor of the

3

patent rights of others; (vi) the Assignor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of the Patents (other than ownership and other rights reserved by third party owners with respect to Patents which the Assignor is licensed to practice or use), free and clear of any liens, charges, encumbrances and adverse claims, including without limitation pledges, assignments, licenses, shop rights and covenants by the Assignor not to sue third persons, other than the security interest and assignment created by the Credit Agreement and the Security Agreement Documents referred to therein, between the Assignor and LaSalle, as agent for itself and the other lenders under the Credit Agreement, the second priority security interest created by the Security Agreement and this Patent Security Agreement and other than Permitted Liens (as defined in the Credit Agreement); (vii) the Assignor has the unqualified right to enter into this Patent Security Agreement and perform its terms and has entered and will enter into written agreements with each of its present and future employees, agents, consultants, licensors and licensees which will enable it to comply with the covenants herein contained; (viii) this Patent Security Agreement, together with the Security Documents, will create in favor of the Agent, for the benefit of the Agent and the Holders, a valid and perfected second priority security interest in the Patent Collateral upon making the filings referred to in clause (ix) of this Section 3; and (ix) except for  the filing of financing statements in the jurisdictions listed in the Security Agreement under the Uniform Commercial Code and the filing of this Patent Security Agreement with the USPTO, no authorization, approval or other action by, and no notice to or filing with, any governmental or regulatory authority, agency or office is required either (1) for the grant by the Assignor or the effectiveness of the second priority security interest and assignment granted hereby or for the execution, delivery and performance of this Patent Security Agreement by the Assignor, or (2) for the perfection of or the exercise by the Agent of any of its rights and remedies hereunder.

4.NO TRANSFER OR INCONSISTENT AGREEMENTS.

Except as permitted by the Indenture or the Security Agreement, and except for licenses of the Patent Collateral in the ordinary course of the Assignor’s business consistent with its past practices, the Assignor will not (i) mortgage, pledge, assign, encumber, grant a security interest in, transfer, license or alienate any of the Patent Collateral, other than in respect of the Liens granted to LaSalle as agent for the lenders under the Credit Agreement and respect of applicable Permitted Liens, or (ii) enter into any agreement (for example, a license agreement) that is inconsistent with the Assignor’s obligations under this Patent Security Agreement or the Indenture.

5.AFTER-ACQUIRED PATENTS, ETC.

5.1   After-Acquired Patents.  If, before the obligations of the Assignor under the Indenture shall have been finally paid and satisfied in full, the Assignor shall obtain any right, title or interest in or to any other or new patents, patent applications or patentable inventions, or become entitled to the benefit of any patent application or patent or any reissue, division, continuation, renewal, extension, or continuation-in-part of any of the Patent Collateral or any improvement on any of the Patent Collateral, the provisions of this Patent Security Agreement shall automatically apply thereto and the Assignor shall promptly give to the Agent notice thereof in writing and execute and deliver to the

4

Agent such documents or instruments as the Agent may reasonably request further to transfer title thereto to the Agent, for the benefit of the Agent and the Holders.

5.2   Amendment to Schedule.  The Assignor authorizes the Agent to modify this Patent Security Agreement, without the necessity of the Assignor’s further approval or signature, by amending Schedule A hereto to include any future or other Patents or Patent Rights granted to the Assignor under Section 2 or this Section 5.

6.PATENT PROSECUTION.

6.1   Assignor Responsible.  The Assignor shall assume full and complete responsibility for the prosecution, grant, enforcement or any other necessary or desirable actions in connection with the Patent Collateral, and shall hold the Agent and the Holders harmless from and against any and all reasonable and documented costs and expenses, and all documented damages and liabilities which may be incurred by the Agent or any of the Holders in connection with the Agent’s title to any of the Patent Collateral or any other action or failure to act in connection with this Patent Security Agreement or the transactions contemplated hereby.  In respect of such responsibility, the Assignor shall retain patent counsel acceptable to the Agent.

6.2   Assignor’s Duties, Etc.  The Assignor shall have the duty, within its reasonable business judgment, to prosecute diligently any patent applications of the Patents pending as of the date of this Patent Security Agreement or thereafter, to make application for unpatented but reasonably patentable inventions and to preserve and maintain all rights in the Patents, including without limitation the payment when due of all maintenance fees and other fees, taxes and other expenses which shall be incurred or which shall accrue with respect to any of the Patents.  Any expenses incurred in connection with such applications and actions shall be borne by the Assignor.  The Agent hereby appoints the Assignor as its agent for all matters referred to in the foregoing provisions of this Section 6 and agrees to execute any documents, necessary to confirm such appointment.  Upon the occurrence and during the continuance of an Event of Default, the Agent may terminate such agency by providing written notice of termination to the Assignor.

6.3   Assignor’s Enforcement Rights.  The Assignor shall have the right, with the consent of the Agent which shall not be unreasonably withheld, to bring suit or other action in the Assignor’s own name to enforce the Patents and the Patent Rights.  The Agent shall be required to join in such suitor action as may be necessary to assure the Assignor’s ability to bring and maintain any such suit or action in any proper forum so long as the Agent is completely satisfied that such joinder will not subject the Agent or any of the Holders to any risk of liability.  The Assignor shall promptly, upon demand, reimburse and indemnify the Agent and the Holders for all documented damages and reasonable and documented costs and expenses, including legal fees, incurred by the Agent or any of the Holders pursuant to this Section 6.

6.4   Protection of Patents, Etc.  In general, the Assignor shall take any and all such commercially reasonable actions (including but not limited to institution and

5

maintenance of suits, proceedings or actions) as may be necessary or appropriate to properly maintain, protect, preserve, care for and enforce the Patent Collateral.  The Assignor shall not take or fail to take any action, nor permit any action to be taken or not taken by others under its control, which would affect the validity, grant or enforcement of any of the Patent Collateral.

6.5   Notification by Assignor.  Promptly upon obtaining knowledge thereof, the Assignor will notify the Agent in writing of the institution of, or any final adverse determination in, any proceeding in the USPTO or any similar office or agency of the United States or any foreign country, or any court, regarding the validity of any of the Patents or the Assignor’s rights, title or interests in and to any of the Patent Collateral, and of any event which does or reasonably could materially adversely affect the value of any of the Patent Collateral, the ability of the Assignor or the Agent to dispose of any of the Patent Collateral or the rights and remedies of the Agent and the Holders in relation thereto (including but not limited to the levy of any legal process against any of the Patent Collateral).

7.LICENSE BACK TO ASSIGNOR.

Unless and until there shall have occurred and be continuing an Event of Default and the Agent has notified the Assignor that the license granted hereunder is terminated, the Agent hereby grants to the Assignor the sole and exclusive, nontransferable, royalty-free, worldwide right and license under the Patents to make, have made for it, use, sell and otherwise practice the inventions disclosed and claimed in the Patents for the Assignor’ s own benefit and account and for none other; provided, however, that the foregoing right and license shall be no greater in scope than, and limited by, the rights assigned to the Agent, for the benefit of the Agent and the Holders, by the Assignor hereby.  Except as otherwise permitted by the Indenture, the Assignor agrees not to sell, assign, transfer, encumber or sublicense its interest in the license granted to the Assignor in this Section 7.  Any such sublicenses granted on or after the date hereof shall be terminable by the Agent upon termination of the Assignor’s license hereunder.

8.REMEDIES.

If any Event of Default shall have occurred and be continuing, then at the discretion of the Agent, subject to the terms of the Intercreditor Agreement, and upon notice by the Agent to the Assignor:  (i) the Assignor’s license with respect to the Patents as set forth in Section 7 shall terminate; (ii) the Assignor shall immediately cease and desist from the practice, manufacture, use and sale of the inventions claimed, disclosed or covered by the Patents; and (iii) the Agent shall have, in addition to all other rights and remedies given it by this Patent Security Agreement, the Security Agreement, dated as of even date herewith, by the Assignor and the Guarantors, in favor of the Agent for itself and the Holders, and the Indenture, those allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in the State of Illinois and, without limiting the generality of the foregoing, the Agent may immediately, without demand of performance and without other notice (except as set forth next below) or demand whatsoever to the Assignor, all of which are hereby expressly waived, and without advertisement, sell or license at public or private sale or otherwise realize

6

upon the whole or from time to time any part of the Patent Collateral, or any interest which the Assignor may have therein, and after deducting from the proceeds of sale or other disposition of the Patent Collateral all expenses (including all reasonable expenses for brokers’ fees and legal services), shall apply the residue of such proceeds toward the payment of the Notes as set forth in the Indenture.  Notice of any sale, license or other disposition of any of the Patent Collateral shall be given to the Assignor at least ten (10) days before the time that any intended public sale or other disposition of such Patent Collateral is to be made or after which any private sale or other disposition of such Patent Collateral may be made, which the Assignor hereby agrees shall be reasonable notice of such public or private sale or other disposition.  At any such sale or other disposition, the Agent may, to the extent permitted under applicable law, purchase or license the whole or any part of the Patent Collateral or interests therein sold, licensed or otherwise disposed of.

9.COLLATERAL PROTECTION.

If the Assignor shall fail to do any act that it has covenanted to do hereunder, or if any representation or warranty of the Assignor shall be breached, the Agent, in its own name or that of the Assignor (in the sole discretion of the Agent), may (but shall not be obligated to) do such act or remedy such breach (or cause such act to be done or such breach to be remedied), and the Assignor agrees promptly to reimburse the Agent for any reasonable and documented cost or expense incurred by the Agent in so doing.

10.POWER OF ATTORNEY.

If any Event of Default shall have occurred and be continuing, the Assignor does hereby make, constitute and appoint the Agent (and any officer or agent of the Agent as the Agent may select in its exclusive discretion) as the Assignor’s true and lawful attorney-in-fact, with the power to endorse the Assignor’s name on all applications, documents, papers and instruments necessary for the Agent to use any of the Patent Collateral, to practice, make, use or sell the inventions disclosed or claimed in any of the Patent Collateral, to grant or issue any exclusive or nonexclusive license of any of the Patent Collateral to any third person, or necessary for the Agent to assign, pledge, convey or otherwise transfer title in or dispose of the Patent Collateral or any part thereof or interest therein to any third person, and, in general, to execute and deliver any instruments or documents and do all other acts which the Assignor is obligated to execute and do hereunder.  The Assignor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof, and releases the Agent from any claims, liabilities, causes of action or demands arising out of or in connection with any action taken or omitted to be taken by the Agent under this power of attorney (except for the Agent’s gross negligence or willful misconduct).  This power of attorney shall be irrevocable for the duration of this Patent Security Agreement.

11.FURTHER ASSURANCES.

The Assignor shall, at any time and from time to time, and at its expense, make, execute, acknowledge and deliver, and file and record as necessary or appropriate with governmental or regulatory authorities, agencies or offices, such agreements, assignments, documents and instruments, and do such other and further acts and things (including, without

7

limitation, obtaining consents of third parties), as the Agent may reasonably request or as may be necessary or appropriate in order to implement and effect fully the intentions, purposes and provisions of this Patent Security Agreement, or to assure and confirm to the Agent the grant, perfection and priority of the Agent’ s second priority security interest in any of the Patent Collateral.

12.TERMINATION.

At such time as all of the obligations of the Assignor and the Guarantors under the Indenture have been finally and indefeasibly paid and satisfied in full, this Patent Security Agreement shall terminate and the Agent shall, upon the written request and at the expense of the Assignor, execute and deliver to the Assignor all deeds, assignments and other instruments as may be necessary or proper to reassign and reconvey to and re-vest in the Assignor the entire right, title and interest to the Patent Collateral previously granted, assigned, transferred and conveyed to the Agent by the Assignor pursuant to this Patent Security Agreement, as fully as if this Patent Security Agreement had not been made, subject to any disposition of all or any part thereof which may have been made by the Agent pursuant hereto or the Security Agreement and the Indenture.

13.COURSE OF DEALING.

No course of dealing among the Assignor, the Holders and the Agent, nor any failure to exercise, nor any delay in exercising, on the part of the Agent or any of the Holders, any right, power or privilege hereunder or under the Indenture shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

14.EXPENSES.

Any and all reasonable and documented fees, costs and expenses, of whatever kind or nature, including the reasonable attorneys’ fees and legal expenses incurred by the Agent in connection with the preparation of this Patent Security Agreement and all other documents relating hereto, the consummation of the transactions contemplated hereby or the enforcement hereof, the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, counsel fees, maintenance fees, encumbrances or otherwise protecting, maintaining or preserving any of the Patent Collateral, or in defending or prosecuting any actions or proceedings arising out of or related to any of the Patent Collateral, shall be borne and paid by the Assignor.

15.OVERDUE AMOUNTS.

Until paid, all amounts due and payable by the Assignor hereunder shall be a debt secured by the Patent Collateral and other collateral provided by the Security Agreement and shall bear, whether before or after judgment, interest at the rate of interest for overdue principal of the Notes set forth in the Indenture.

16.NO ASSUMPTION OF LIABILITY; INDEMNIFICATION.

8

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER THE AGENT NOR ANY HOLDER ASSUMES ANY LIABILITIES OF THE ASSIGNOR WITH RESPECT TO ANY CLAIM OR CLAIMS REGARDING THE ASSIGNOR’S OWNERSHIP OR PURPORTED OWNERSHIP OF, OR RIGHTS OR PURPORTED RIGHTS ARISING FROM, ANY OF THE PATENT COLLATERAL OR ANY PRACTICE, USE, LICENSE OR SUBLICENSE THEREOF, OR ANY PRACTICE, MANUFACTURE, USE OR SALE OF ANY OF THE INVENTIONS DISCLOSED OR CLAIMED THEREIN, WHETHER ARISING OUT OF ANY PAST, CURRENT OR FUTURE EVENT, CIRCUMSTANCE, ACT OR OMISSION OR OTHERWISE.  ALL OF SUCH LIABILITIES SHALL BE EXCLUSIVELY BORNE BY THE ASSIGNOR, AND THE ASSIGNOR SHALL INDEMNIFY THE AGENT AND THE HOLDERS FOR ANY AND ALL COSTS, EXPENSES, DAMAGES AND CLAIMS, INCLUDING REASONABLE LEGAL FEES, INCURRED BY THE AGENT OR ANY HOLDER WITH RESPECT TO SUCH LIABILITIES OTHER THAN LIABILITIES RESULTING DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT OR ANY HOLDER.

17.RIGHTS AND REMEDIES CUMULATIVE.

All of the Agent’s rights and remedies with respect to the Patent Collateral, whether established hereby or by the Security Agreement or by any other agreements or by law, shall be cumulative and may be exercised singularly or concurrently.  This Patent Security Agreement is supplemental to the Security Documents, and nothing contained herein shall in any way derogate from any of the rights or remedies of the Agent contained therein.  Nothing contained in this Patent Security Agreement shall be deemed to extend the time of attachment or perfection of or otherwise impair the second priority security interest in any of the Patent Collateral granted to the Agent for the benefit of the Agent and the Holders under the Security Agreement or the Indenture.

18.NOTICES.

All notices and other communications made or required to be given pursuant to this Patent Security Agreement shall be in writing and shall be in accordance with the requirements of Section 14.02 of the Indenture.

19.AMENDMENT AND WAIVER.

This Patent Security Agreement is subject to modification only by a writing signed by the Agent pursuant to the Indenture, except as provided in Section 5.2.  The Agent shall not be deemed to have waived any right hereunder unless such waiver shall be in writing and signed by the Agent.  A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion.

20.GOVERNING LAW; CONSENT TO JURISDICTION.

THIS PATENT SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICTS OR CHOICE OF LAW RULES OR

9

PRINCIPLES) AND APPLICABLE FEDERAL LAW.  The Assignor agrees that any suit for the enforcement of this Patent Security Agreement may be brought in the courts of the State of New York or any federal court sitting therein and consents to the nonexclusive jurisdiction of such court and to service of process in any such suit being made upon the Assignor by mail in accordance with §18.  The Assignor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.

21.WAIVER OF JURY TRIAL.

THE ASSIGNOR WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS PATENT SECURITY AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS.  Except as prohibited by law, the Assignor waives any right which it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages.  The Assignor (i) certifies that neither the Agent or any Holder nor any representative, agent or attorney of the Agent or any Holder has represented, expressly or otherwise, that the Agent or any Holder would not, in the event of litigation, seek to enforce the foregoing waivers, and (ii) acknowledges that, in entering into the Indenture and the Security Agreement to which the Agent or any Holder is a party, the Agent and the Holders are relying upon, among other things, the waivers and certifications contained in this Section 21.

22.MISCELLANEOUS.

The headings of each section of this Patent Security Agreement are for convenience only and shall not define or limit the provisions thereof.  This Patent Security Agreement and all rights and obligations hereunder shall be binding upon the Assignor and its respective successors and assigns, and shall inure to the benefit of the Agent, the Holders and their respective successors and assigns.  In the event of any irreconcilable conflict between the provisions of this Patent Agreement and the Indenture, or between this Patent Agreement and the Security Agreement, the provisions of the Indenture or the Security Agreement, as the case may be, shall control.  If any term of this Patent Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Patent Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein.  The Assignor acknowledges receipt of a copy of this Patent Agreement.

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

10

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

APCOA/STANDARD PARKING, INC.
By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Executive Vice President, Chief Financial Officer, Treasurer
WILMINGTON TRUST COMPANY, as Agent
By:	/s/ James D. Nesci
Name:	James D. Nesci
Title:	Authorized Signer

11

Schedule A

to Patent Collateral Assignment

and Security Agreement

U.S. PATENTS

Inventor	Registration	Federal Registraion No.	Filing Date	Registration Date	Expiration Date
Myron C. Warshauer	Multi-Level Vehicle Parking Facility (Color and music coded reminder system)	4,674,937	11/1/1985	6/23/1987	11/1/2005

12

EX-10.11

EXHIBIT 10.11

EXECUTION COPY

TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT

THIS TRADEMARK COLLATERAL SECURITY AND PLEDGE AGREEMENT is dated as of January 11, 2002, between APCOA/STANDARD PARKING, INC., a Delaware corporation having its principal place of business at 900 North Michigan Avenue, Suite 1600, Chicago, Illinois 60611 (the “Assignor”), and WILMINGTON TRUST COMPANY, having an office at Rodney Square North, 1100 North Market Street, Wilmington Delaware 19890, as trustee and collateral agent (hereinafter, in such capacity, the “Agent”) for itself and the several holders (the “Holders”) of the 14% Senior Subordinated Second Lien Notes due 2006 (the “Notes”) issued by the “Assignor”), pursuant to an indenture dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Assignor, certain of the Assignor’s subsidiaries (the “Guarantors”) and the Agent.

W I T N E S S E T H:

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

WHEREAS, the Assignor is a member of an affiliated group of companies that includes each Guarantor;

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

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

WHEREAS, it is a condition precedent to the issuance of the Notes that Assignor shall have executed and delivered this Trademark Collateral Security and Pledge Agreement (as it may be amended, restated, modified or supplemented and in effect from time to time, this “Trademark Security Agreement”) to the Agent for the ratable benefit of the Agent and the Holders;

WHEREAS, the Assignor has executed and delivered to the Agent, for the benefit of the Agent and the Holders, the Security Agreement (as defined in the Indenture), pursuant to which the Assignor has granted to the Agent, for the benefit of the Holders, a second priority security interest in certain of the Assignor’s personal property and fixture assets, including without limitation the trademarks, service marks, trademark and service mark registrations, and trademark and service mark registration applications listed on Schedule A attached hereto, and the goodwill related thereto, all to secure the payment and performance of the Notes and the other obligations of the Assignor under the Indenture; and

WHEREAS, this Trademark Security Agreement is supplemental to the provisions contained in the Security Agreement and the Indenture;

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

1.  DEFINITIONS.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided therefore in the Amended and Restated Credit Agreement, dated as of even date herewith, by and among the Assignor and LaSalle Bank National Association (“LaSalle”) as agent and the lenders party thereto (as such agreement may be amended, restated, modified or supplemented and in effect from time to time, the “Credit Agreement”).  In addition, the following terms shall have the meanings set forth in this §1 or elsewhere in this Trademark Security Agreement referred to below:

Assignment of Marks.  See §2.1.

Event of Default.  An “Event of Default” as defined in the Indenture.

Associated Goodwill.  All goodwill of the Assignor and its business, products and services appurtenant to, associated with or symbolized by any of the Trademarks, the Trademark Registrations and the Trademark Rights and the use thereof.

Pledged Trademarks.  All of the Assignor’s right, title and interest in and to all of the Trademarks, the Trademark Registrations, the Trademark License Rights, the Trademark Rights, the Associated Goodwill, the Related Assets, and all accessions to, substitutions for, replacements of, and all products and proceeds of, any and all of the foregoing.

Related Assets.  All assets, rights and interests of the Assignor, if any, that uniquely reflect or embody the Associated Goodwill, including the following:

(a)              all patents, inventions, copyrights, trade secrets, confidential information, formulae, methods or processes, compounds, recipes, know-how, methods and operating systems, drawings, descriptions, formulations, manufacturing and production and delivery procedures, quality control procedures, product and service specifications, catalogs, price lists, and advertising materials, relating to the manufacture, production, delivery, provision and sale of goods or services under or in association with any of the Trademarks; and

(b)              the following documents and things in the possession or under the control of the Assignor, or subject to its demand for possession or control, related to the production, delivery, provision or sale by the Assignor or any Affiliate, franchisee, licensee or contractor of the Assignor, of products or services sold by or under the

2

authority of the Assignor in connection with the Trademarks or the Trademark Rights, whether prior to, on or subsequent to the date hereof

(i)  all lists, contracts, ancillary documents and other information that identify, describe or provide information with respect to any customers, dealers or distributors of the Assignor, its Affiliates, franchisees, licensees or contractors, for products or services sold under or in connection with the Trademarks or the Trademark Rights, including all lists and documents containing information regarding each customer’s, dealer’s or distributor’s name and address, credit, payment, discount, delivery and other sale terms and history, pattern and total of purchases by brand, product, style, size and quantity;

(ii) all agreements (including franchise agreements), product and service specification documents and operating, production and quality control manuals relating to or used in the design, manufacture, production, delivery, provision and sale of products or services under or in connection with the Trademarks or the Trademark Rights;

(iii)                all documents and agreements relating to the identity and locations of all sources of supply, all terms of purchase and delivery, for all materials, components, raw materials and other supplies and services used in the manufacture, production, provision, delivery or sale of products or services under or in connection with the Trademarks or the Trademark Rights; and

(iv)                all agreements and documents constituting or concerning the present or future, current or proposed advertising and promotion by the Assignor (or any of its Affiliates, franchisees, licensees or contractors) of products or services sold under or in connection with the Trademarks or the Trademark Rights.

Trademark License Rights.   Any and all past, present or future rights and interests of the Assignor pursuant to any and all past, present and future franchising or licensing agreements in favor of the Assignor, or to which the Assignor is a party, pertaining to any Trademarks, Trademark Registrations, or Trademark Rights owned or used by third parties in the past, present or future, including the right (but not the obligation) in the name of the Assignor or the Agent to enforce, and sue and recover for, any breach or violation of any such agreement to which the Assignor is a party.

Trademark Registrations.  All past, present or future federal, state, local and foreign registrations of the Trademarks, all past, present and future applications for any such registrations (and any such registrations thereof upon approval of such applications), together with the right (but not the obligation) to apply for such registrations (and prosecute such applications) in the name of the Assignor or the Agent, and to take any and all actions necessary or appropriate to maintain such registrations in effect and renew and extend such registrations.

3

Trademark Rights.  Any and all past, present or future rights in, to and associated with the Trademarks throughout the world, whether arising under federal law, state law, common law, foreign law or otherwise, including the following: all such rights arising out of or associated with the Trademark Registrations; the right (but not the obligation) to register claims under any state, federal or foreign trademark law or regulation; the right (but not the obligation) to sue or bring opposition or cancellation proceedings in the name of the Assignor or the Agent for any and all past, present or future infringements or dilution of or any other damages or injury to the Trademarks, the Trademark Rights, or the Associated Goodwill, and the rights to damages or profits due or accrued arising out of or in connection with any such past, present or future infringement, dilution, damage or injury; and the Trademark License Rights.

Trademark Security Agreement.  This Trademark Collateral Security and Pledge Agreement, as amended and in effect from time to time.

Trademarks.  All of the trademarks, service marks, designs, logos, indicia, trade names, corporate names, company names, business names, fictitious business names, trade styles, elements of package or trade dress, and other source and product or service identifiers, used or associated with or appurtenant to the products, services and businesses of the Assignor, that (i) are set forth on Schedule A hereto, or (ii) have been adopted, acquired, owned, held or used by the Assignor or are now owned, held or used by the Assignor, in the Assignor’s business, or with the Assignor’s products and services, or in which the Assignor has any right, title or interest, or (iii) are in the future adopted, acquired, owned, held and used by the Assignor in the Assignor’s business or with the Assignor’s products and services, or in which the Assignor in the future acquires any right, title or interest.

U.S. and Canadian Trademarks.  All of the Assignor’s Trademarks which have been registered with the USPTO or the Canadian trademark office or for which applications for registration have been filed with the USPTO or the Canadian trademark office.

Use.  With respect to any Trademark, all uses of such Trademark by, for or in connection with the Assignor or its business or for the direct or indirect benefit of the Assignor or its business, including all such uses by the Assignor itself, by any of the Affiliates of the Assignor, or by any franchisee, licensee or contractor of the Assignor.

USPTO.  The United States Patent and Trademark Office.

Unless otherwise provided herein, the rules of construction set forth in §1.2 of the Credit Agreement shall be applicable to this Trademark Security Agreement.

2.  GRANT OF SECOND PRIORITY SECURITY INTEREST.

2.1.          Second Priority Security Interest; Assignment of Marks.  As collateral security for the payment and performance in full of all of the obligations of Assignor under the Indenture, the Assignor hereby unconditionally grants to the Agent, for the benefit of the Agent and the Holders, a continuing second priority security interest in and second priority lien on the Pledged Trademarks, and pledges and mortgages (but does not transfer title to) the Pledged

4

Trademarks to the Agent for the benefit of the Agent and the Holders.  In addition, the Assignor has executed in blank and delivered to the Agent a conditional assignment of federally registered trademarks in substantially the form of  Exhibit I hereto (the “Assignment of Marks”).  The Assignor hereby authorizes LaSalle or, if the Credit Agreement is no longer in effect, the Agent to complete as assignee and record with the USPTO the Assignment of Marks upon the occurrence and during the continuance of an Event of Default and the proper exercise of LaSalle’s or, if the Credit Agreement is no longer in effect, the Agent’s remedies under this Trademark Security Agreement and the Indenture.

2.2.          Conditional Assignment.  In addition to, and not by way of limitation of, the grant, pledge and mortgage of the Pledged Trademarks provided in §2.1, the Assignor grants, assigns, transfers, conveys and sets over to the Agent, for the benefit of the Agent and the Holders, and subject to the interest of the lenders under the Credit Agreement, the Assignor’s entire right, title and interest in and to the Pledged Trademarks; provided that such grant, assignment, transfer and conveyance shall be and become of force and effect only when permitted by the Intercreditor Agreement, dated as of even date herewith (the “Intercreditor Agreement”) by and among LaSalle as agent for the Lenders (as defined in the Credit Agreement), the Agent, the Assignor and the Guarantors, and only (i) upon or after the occurrence and during the continuance of an Event of Default and (ii) either (A) upon the written demand of the Agent at any time during such continuance or (B) immediately and automatically (without notice or action of any kind by the Agent) upon an Event of Default for which acceleration of the Notes is automatic under the Indenture or upon the sale or other disposition of or foreclosure upon the collateral provided by the Security Agreement (the “Collateral”) pursuant to the Indenture, the Intercreditor Agreement, the Security Agreement and applicable law (including the transfer or other disposition of the Collateral by the Assignor to the Agent or its nominee in lieu of foreclosure).

2.3.          Supplemental to Security Documents.  Pursuant to the Security Agreement, the Assignor has granted to the Agent, for the, benefit of the Agent and the Holders, a continuing second priority security interest in and lien on the Collateral (including the Pledged Trademarks).  The Security Agreement, and all rights and interests of the Agent in and to the Collateral (including the Pledged Trademarks) thereunder, are hereby ratified and confirmed in all respects.  In no event shall this Trademark Security Agreement, the conditional grant, assignment, transfer and conveyance of the Pledged Trademarks hereunder, or the recordation of this Trademark Security Agreement (or any document hereunder) with the USPTO, adversely affect or impair, in any way or to any extent, the Indenture, the Security Agreement, the second priority security interest of the Agent in the Collateral (including the Pledged Trademarks) pursuant to the Security Agreement and this Trademark Security Agreement, the attachment and perfection of such second priority security interest under the Uniform Commercial Code (including the second priority security interest in the Pledged Trademarks), or any present or future rights and interests of the Agent in and to the Collateral under or in connection with the Security Agreement, this Trademark Security Agreement or the Uniform Commercial Code.  Any and all rights and interests of the Agent in and to the Pledged Trademarks (and any and all obligations of the Assignor with respect to the Pledged Trademarks) provided herein, or arising hereunder or in connection herewith, shall only supplement and be cumulative and in addition to the rights and interests of the Agent (and the obligations of the Assignor) in, to or with respect to the Collateral

5

(including the Pledged Trademarks) provided in or arising under or in connection with the Security Agreement and shall not be in derogation thereof.

3.  REPRESENTATIONS, WARRANTIES AND COVENANTS.

The Assignor represents, warrants and covenants that: (i) Schedule A sets forth a true and complete list of all U.S. and Canadian Trademarks and Trademark Registrations now owned, licensed, controlled or used by the Assignor; (ii) the U.S. and Canadian Trademarks and Trademark Registrations are subsisting and have not been adjudged invalid or unenforceable, in whole or in part, and there is no litigation or proceeding pending concerning the validity or enforceability of the Trademarks or Trademark Registrations; (iii) to the best of the Assignor’s knowledge, each of the U.S. and Canadian Trademarks and Trademark Registrations is valid and enforceable; (iv) to the best of the Assignors knowledge, there is no infringement by others of the U.S. and Canadian Trademarks, Trademark Registrations or Trademark Rights; (v) no claim has been made that the use of any of the Trademarks does or may violate the rights of any third person, and to the best of the Assignor’s knowledge, there is no infringement by the Assignor of the trademark rights of others; (vi) the Assignor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of the U.S. and Canadian Trademarks (other than ownership and other rights reserved by third party owners with respect to U.S. and Canadian Trademarks that the Assignor is licensed to use), free and clear of any liens, charges, encumbrances and adverse claims, including pledges, assignments, licenses, registered user agreements and covenants by the Assignor not to sue third persons, other than the security interest and assignment created by the Credit Agreement and the Security Documents referred to therein, the second priority security interest and assignment created by the Security Agreement and this Trademark Security Agreement and applicable Permitted Liens (as defined in the Credit Agreement); (vii) the Assignor has the unqualified right to enter into this Trademark Security Agreement and to perform its terms and has entered and will enter into written agreements with each of its present and future employees, agents, consultants, licensors and licensees that will enable them to comply with the covenants herein contained; (viii) the Assignor has used, and will continue to use, proper statutory and other appropriate proprietary notices in connection with its use of the U.S. and Canadian Trademarks; (ix) the Assignor has used, and will continue to use for the duration of this Trademark Security Agreement, consistent standards of quality in its manufacture and provision of products and services sold or provided under the Trademarks; (x) this Trademark Security Agreement, together with the Security Documents, will create in favor of the Agent a valid and perfected second priority security interest in the Pledged Trademarks upon making the filings referred to in clause (xi) of this §3; and (xi) except for the filing of financing statements with the Secretary of State and local filing offices for the jurisdictions specified in the Perfection Certificate under the Uniform Commercial Code and the recording of this Trademark Security Agreement with the USPTO, no authorization, approval or other action by, and no notice to or filing with, any governmental or regulatory authority, agency or office is required either (A) for the grant by the Assignor or the effectiveness of the second priority security interest and assignment granted hereby or for the execution, delivery and performance of this Trademark Security Agreement by the Assignor, or (B) for the perfection of or the exercise by the Agent of any of its rights and remedies hereunder.

4.  INSPECTION RIGHTS.

6

The Assignor hereby grants to the Agent and its employees and agents the right to visit the Assignor’s plants and facilities that manufacture, inspect or store products or provide services sold under any of the Trademarks, and to inspect the products and quality control records relating thereto at reasonable times during regular business hours.

5.  NO TRANSFER OR INCONSISTENT AGREEMENTS.

Except as permitted by the Indenture or the Security Agreement and except for licenses of the Pledged Trademarks in the ordinary course of the Assignor’s business consistent with its past practices, the Assignor will not (i) mortgage, pledge, assign, encumber, grant a security interest in, transfer, license or alienate any of the Pledged Trademarks, (other than in respect of the Liens granted to LaSalle as agent for the lenders under the Credit Agreement and in respect of applicable Permitted Liens (as defined in the Indenture)), or (ii) enter into any agreement (for example, a license agreement) that is inconsistent with the Assignor’s obligations under this Trademark Security Agreement, the Indenture or the Security Agreement.

6.  AFTER-ACQUIRED TRADEMARKS, ETC.

6.1.          After-Acquired Trademarks.  If, before the Notes and the other obligations of the Assignor under the Indenture shall have been finally paid and satisfied in full, the Assignor shall obtain any right, title or interest in or to any other or new Trademarks, Trademark Registrations or Trademark Rights, the provisions of this Trademark Security Agreement shall automatically apply thereto and the Assignor shall promptly provide to the Agent notice thereof in writing and execute and deliver to the Agent such documents or instruments as may be required by applicable law or as the Agent may reasonably request further to implement, preserve or evidence the Agent’s interest therein.

6.2.          Amendment to Schedule.  The Assignor authorizes the Agent to modify this Trademark Security Agreement and the Assignment of Marks, without the necessity of the Assignor’s further approval or signature, by amending Schedule A hereto and the Annex to the Assignment of Marks to include any future or other Trademarks, Trademark Registrations or Trademark Rights under §2 or §6.

7.  TRADEMARK PROSECUTION.

7.1.          Assignor Responsible.  The Assignor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with the Pledged Trademarks, and shall hold each of the Agent and the Holders harmless from and against any and all damages and liabilities and all reasonable and documented cost and expenses that may be incurred by the Agent or any Holder in connection with the Agents interest in the Pledged Trademarks or any other action or failure to act in connection with this Trademark Security Agreement or the transactions contemplated hereby.

7.2.          Assignor’s Duties, etc.  The Assignor shall have the right and the duty, to prosecute diligently any trademark registration applications of the Trademarks pending as of the

7

date of this Trademark Security Agreement or thereafter, to preserve and maintain all rights in the Trademarks and Trademark Registrations, including the filing of appropriate renewal applications and other instruments to maintain in effect the Trademark Registrations and the payment when due of all registration renewal fees and other fees, taxes and other expenses that shall be incurred or that shall accrue with respect to any of the Trademarks or Trademark Registrations.  Any expenses incurred in connection with such applications and actions shall be borne by the Assignor.  The Assignor shall not abandon any material filed trademark registration application, or any Trademark Registration or Trademark, without the consent of the Agent, which consent shall not be unreasonably withheld.

7.3.          Assignor’s Enforcement Rights.  The Assignor shall have the right and the duty within its reasonable business judgment to bring suit or other action in the Assignor’s own name to maintain and enforce the Trademarks, the Trademark Registrations and the Trademark Rights.  The Assignor may require the Agent to join in such suit or action as necessary to assure the Assignor’s ability to bring and maintain any such suit or action in any proper forum if (but only if) the Agent is completely satisfied that such joinder will not subject the Agent or any Holder to any risk of liability.  The Assignor shall promptly, upon demand, reimburse and indemnify the Agent for all documented damages, and reasonable and documented costs and expenses, including legal fees, incurred by the Agent pursuant to this §7.3.

7.4.          Protection of Trademarks, etc.  In general, the Assignor shall take any and all such commercially reasonable actions (including institution and maintenance of suits, proceedings or actions) as may be necessary or appropriate to properly maintain, protect, preserve, care for and enforce the Pledged Trademarks.  The Assignor shall not take or fail to take any action, nor permit any action to be taken or not taken by others under its control, that would adversely affect the validity, grant or enforcement of the Pledged Trademarks.

7.5.          Notification by Assignor.  Promptly upon obtaining knowledge thereof, the Assignor will notify the Agent in writing of the institution of, or any final adverse determination in, any proceeding in the USPTO or any similar office or agency of the United States or any foreign country, or any court, regarding the validity of any of the Trademarks or Trademark Registrations or the Assignor’s rights, title or interests in and to the Pledged Trademarks, and of any event that does or reasonably could materially adversely affect the value of any of the Pledged Trademarks, the ability of the Assignor or the Agent to dispose of any of the Pledged Trademarks or the rights and remedies of the Agent in relation thereto (including but not limited to the levy of any legal process against any of the Pledged Trademarks).

8.  REMEDIES.

Upon the occurrence and during the continuance of an Event of Default, the Agent shall have, subject to the terms of the Intercreditor Agreement, in addition to all other rights and remedies given it by this Trademark Security Agreement (including, without limitation, those set forth in §2.2, the Security Agreement, and the Indenture, those allowed by law and the rights and remedies of a Holder under the Uniform Commercial Code as enacted in the State of New York, and, without limiting the generality of the foregoing, the Agent may immediately, without demand of performance and without other notice (except as set forth next below) or demand

8

whatsoever to the Assignor, all of which are hereby expressly waived, sell or license at public or private sale or otherwise realize upon the whole or from time to time any part of the Pledged Trademarks, or any interest that the Assignor may have therein, and after deducting from the proceeds of sale or other disposition of the Pledged Trademarks all expenses incurred by the Agent in attempting to enforce this Trademark Security Agreement (including all reasonable expenses for brokers’ fees and legal services), shall apply the residue of such proceeds first toward the payment of the senior debt as set forth in the Credit Agreement, and then toward the payment of the Notes as set forth in or by reference in the Indenture.  Notice of any sale, license or other disposition of the Pledged Trademarks shall be given to the Assignor at least ten (10) days before the time that any intended public sale or other public disposition of the Pledged Trademarks is to be made or after which any private sale or other private disposition of the Pledged Trademarks may be made, which the Assignor hereby agrees shall be reasonable notice of such public or private sale or other disposition.  At any such sale or other disposition, the Agent may, to the extent permitted under applicable law, purchase or license the whole or any part of the Pledged Trademarks or interests therein sold, licensed or otherwise disposed of.

9.  COLLATERAL PROTECTION.

If the Assignor shall fail to do any act that it has covenanted to do hereunder, or if any representation or warranty of the Assignor shall be breached, the Agent, in its own name or that of the Assignor (in the sole discretion of the Agent), may (but shall not be obligated to) do such act or remedy such breach (or cause such act to be done or such breach to be remedied), and the Assignor agrees promptly to reimburse the Agent for any documented cost or expense incurred by the Agent in so doing.

10.  POWER OF ATTORNEY.

If any Event of Default (wherever used in this document, as defined in the Indenture) shall have occurred and be continuing, the Assignor does hereby make, constitute and appoint the Agent (and any officer or agent of the Agent as the Agent may select in its exclusive discretion) as the Assignor’s true and lawful attorney-in-fact, with full power of substitution and with the power to endorse the Assignor’s name on all applications, documents, papers and instruments necessary for the Agent to use the Pledged Trademarks, or to grant or issue any exclusive or nonexclusive license of any of the Pledged Trademarks to any third person, or to take any and all actions necessary for the Agent to assign, pledge, convey or otherwise transfer title in or dispose of any of the Pledged Trademarks or any interest of the Assignor therein to any third person, and, in general, to execute and deliver any instruments or documents and do all other acts that the Assignor is obligated to execute and do hereunder.  The Assignor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof and releases each of the Agent and the Holders from any claims, liabilities, causes of action or demands arising out of or in connection with any action taken or omitted to be taken by the Agent under this power of attorney (except for the Agent’s gross negligence or willful misconduct).  This power of attorney is coupled with an interest and shall be irrevocable for the duration of this Trademark Security Agreement.

11.  FURTHER ASSURANCES.

9

The Assignor shall, at any time and from time to time, and at its expense, make, execute, acknowledge and deliver, and file and record as necessary or appropriate with governmental or regulatory authorities, agencies or offices, such agreements, assignments, documents and instruments, and do such other and further acts and things (including, without limitation, obtaining consents of third parties), as the Agent may reasonably request or as may be required by applicable law in order to implement and effect fully the intentions, purposes and provisions of this Trademark Security Agreement, or to assure and confirm to the Agent the grant, perfection and priority of the Agent’s second priority security interest in the Pledged Trademarks.

12.  TERMINATION.

At such time as all of the Assignor’s obligations under the Indenture have been finally and indefeasibly paid and satisfied in full, this Trademark Security Agreement shall terminate and the Agent shall, upon the written request and at the expense of the Assignor, execute and deliver to the Assignor all deeds, assignments and other instruments as may be necessary or proper to reassign and reconvey and re-vest in the Assignor the entire right, title and interest to the Pledged Trademarks previously granted, assigned, transferred and conveyed to the Agent by the Assignor pursuant to this Trademark Security Agreement, as fully as if this Trademark Security Agreement had not been made, subject to any disposition of all or any part thereof that may have been made by the Agent pursuant hereto or the Security Agreement and the Indenture.

13.  COURSE OF DEALING.

No course of dealing between the Assignor and the Agent, nor any failure to exercise, nor any delay in exercising, on the part of the Agent, any right, power or privilege hereunder or under the Indenture, the Security Agreement, or any other agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

14.  EXPENSES.

Any and all reasonable and documented fees, costs and expenses, of whatever kind or nature, including the reasonable attorneys’ fees and expenses incurred by the Agent in connection with the preparation of this Trademark Security Agreement and all other documents relating hereto, the consummation of the transactions contemplated hereby or the enforcement hereof, the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, counsel fees, maintenance or renewal fees, encumbrances, or otherwise protecting, maintaining or preserving the Pledged Trademarks, or in defending or prosecuting any actions or proceedings arising out of or related to the Pledged Trademarks, shall be borne and paid by the Assignor.

15.  OVERDUE AMOUNTS.

10

Until paid, all amounts due and payable by the Assignor hereunder shall be a debt secured by the Pledged Trademarks and other Collateral and shall bear, whether before or after judgment, interest at the rate of interest for overdue principal of the Notes set forth in the Indenture.

16.  NO ASSUMPTION OF LIABILITY; INDEMNIFICATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER THE AGENT NOR ANY HOLDER ASSUMES ANY LIABILITIES OF THE ASSIGNOR WITH RESPECT TO ANY CLAIM OR CLAIMS REGARDING THE ASSIGNOR’S OWNERSHIP OR PURPORTED OWNERSHIP OF, OR RIGHTS OR PURPORTED RIGHTS ARISING FROM, ANY OF THE PLEDGED TRADEMARKS OR ANY USE, LICENSE OR SUBLICENSEE THEREOF, WHETHER ARISING OUT OF ANY PAST, CURRENT OR FUTURE EVENT, CIRCUMSTANCE, ACT OR OMISSION OR OTHERWISE.  ALL OF SUCH LIABILITIES SHALL BE EXCLUSIVELY THE RESPONSIBILITY OF THE ASSIGNOR, AND THE ASSIGNOR SHALL INDEMNIFY THE AGENT AND THE HOLDERS FOR ANY AND ALL DOCUMENTED COSTS, EXPENSES, DAMAGES AND CLAIMS, INCLUDING REASONABLE LEGAL FEES, INCURRED BY THE AGENT OR ANY HOLDER WITH RESPECT TO SUCH LIABILITIES OTHER THAN LIABILITIES RESULTING DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT OR ANY HOLDER.

17.  NOTICES.

All notices and other communications made or required to be given pursuant to this Trademark Security Agreement shall be in writing and shall be in accordance with the requirements of Section 14.02 of the Indenture.

18.  AMENDMENT AND WAIVER.

This Trademark Security Agreement is subject to modification only by a writing signed by the Agent pursuant to the Indenture, except as provided in §6.2.  The Agent shall not be deemed to have waived any right hereunder unless such waiver shall be in writing and signed by the Agent. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion.

19.  GOVERNING LAW; CONSENT TO JURISDICTION.

THIS TRADEMARK SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICTS OR CHOICE OF LAWS RULES OR PRINCIPLES) AND APPLICABLE FEDERAL LAW.  The Assignor agrees that any suit for the enforcement of this Trademark Security Agreement may be brought in the courts of the State of New York or any federal court sitting therein and consents to the non-exclusive jurisdiction of such court and to service of process in any such suit being made

11

upon the Assignor by mail in accordance with §17.  The Assignor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.

20.  WAIVER OF JURY TRIAL.

THE ASSIGNOR WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS TRADEMARK SECURITY AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS OR OBLIGATIONS.  Except as prohibited by law, the Assignor waives any right which it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages.  The Assignor (i) certifies that neither the Agent or any Holder nor any representative, agent or attorney of the Agent or any Holder has represented, expressly or otherwise, that the Agent or any Holder would not, in the event of litigation, seek to enforce the foregoing waivers, and (ii) acknowledges that, in entering into the Security Agreement and the Indenture to which the Agent or any Holder is a party, the Agent and the Holders are relying upon, among other things, the waivers and certifications contained in this §20.

21.  MISCELLANEOUS.

The headings of each section of this Trademark Security Agreement are for convenience only and shall not define or limit the provisions thereof.  This Trademark Security Agreement and all rights and obligations hereunder shall be binding upon the Assignor and its respective successors and assigns, and shall inure to the benefit of the Agent, the Holders and their respective successors and assigns.  In the event of any irreconcilable conflict between the provisions of this Trademark Security Agreement and the Indenture, or between this Trademark Security Agreement and the Security Agreement, the provisions of the Indenture or the Security Agreement, as the case may be, shall control.  If any term of this Trademark Security Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Trademark Security Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein.  The Assignor acknowledges receipt of a copy of this Trademark Security Agreement.

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

12

IN WITNESS WHEREOF, this Trademark Collateral Security and Pledge Agreement has been executed as of the day and year first above written.

	APCOA/STANDARD PARKING, INC.
By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Executive Vice President, Chief Financial Officer, Treasurer
	WILMINGTON TRUST COMPANY, as Agent
By:	/s/ James D. Nesci
Name:	James D. Nesci
Title:	Authorizes Signer

13

EXHIBIT I

ASSIGNMENT OF TRADEMARKS AND SERVICE MARKS (U.S.)

WHEREAS, APCOA/Standard Parking, Inc., a corporation organized and existing under the laws of the State of Delaware, having a place of business at 900 North Michigan Avenue, Suite 1600, Chicago, Illinois  606011 (the “Assignor”), has adopted and used and is using the trademarks and service marks (the “Marks”) identified on the Annex hereto, and is the owner of the registrations of and pending registration applications for such Marks in the United States Patent and Trademark Office identified on such Annex; and

WHEREAS,                        , a                               , organized and existing under the laws of the State of                  having a place of business at                             (the “Assignee”), is desirous of acquiring the Marks and the registrations thereof and registration applications therefor;

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Assignor does hereby assign, sell and transfer unto the Assignee all right, title and interest in and to the Marks, together with (i) the registrations of and registration applications for the Marks, (ii) the goodwill of the business symbolized by and associated with the Marks and the registrations thereof, and (iii) the right to sue and recover for, and the right to profits or damages due or accrued arising out of or in connection with, any and all past, present or future infringements or dilution of or damage or injury to the Marks or the registrations thereof or such associated goodwill.

This Assignment of Trademarks and Service Marks (U.S.) is intended to and shall take effect as a sealed instrument at such time as the Assignee shall complete this instrument by inserting its name in the second paragraph above and signing its acceptance of this Assignment of Trademarks and Service Marks (U.S.) below.

14

IN WITNESS WHEREOF, the Assignor, by its duly authorized officer, has executed this assignment, as an instrument under seal, on this     day of                   , 2002.

APCOA/STANDARD PARKING, INC.

By:

Name:

Title:

The foregoing assignment of the Marks and the registrations thereof and registration applications therefor by the Assignor to the Assignee is hereby accepted as of the     day of                , 2002.

By:

Name:

Title:

15

CERTIFICATE OF ACKNOWLEDGMENT

STATE OF	)
	)ss.
COUNTY OF	)

Before me, the undersigned, a Notary Public in and for the county aforesaid, on this     day of                   , 2002 personally appeared                      to me known personally, and who, being by me duly sworn, deposes and says that he is the                   of APCOA/Standard Parking, Inc., and that said instrument was signed on behalf of said corporation by authority of its Board of Directors, and said                     acknowledged said instrument to be the free act and deed of said corporation.

[Seal]	Notary Public
	My commission expires:

16

EXECUTION COPY

SCHEDULE A
TO
TRADEMARK COLLATERAL SECURITY
AND PLEDGE AGREEMENT

U.S. TRADEMARKS & SERVICEMARKS

Service Mark	Description	Date of First Use	Federal Registration No.	Original Registration Date	Expiration Date
Advanced Parking Technology		Before 12/1993	1,910,820	8/8/1995	8/8/2005
Airport Parking and Design	Airplane over city with “Airport Parking”	1951	612,343	9/13/1955	9/13/2005
Ambiance in Parking	Ambiance in Parking	3/31/1986	1,443,582	6/16/1987	6/16/2007
APCOA Committed to Customer Satisfaction and Design	Inverted triangle used as company logo	8/23/91	2,119,200	12/9/97	12/9/2007
APCOA Committed to Customer Satisfaction Parking Property and Management and Design	Inverted triangle w/words “Parking Property and Management”	12/5/95	2,200,900	11/3/98	11/3/2008
APCOA	“vehicle parking services”	1964	1,070,394	7/26/1977	7/26/2007
APCOA	“urban and hospital parking”	1964	1,037,009	3/30/1976	3/30/2006
APCOA and Design	APCOA across a globe	1964	870,643	6/3/1969	6/3/2009
APCOA Client View	APCOA Client View and Design	8/9/1995	2,190,250	9/22/1998	9/22/2008
APCOA/Standard Parking and design	[logo] APCOA/Standard Parking	6/30/1998	2,440,003	4/3/2001	4/3/2011
APCOA/Standard Parking, Inc. design	[logo]	4/1/1998	2,355,026	6/6/2000	6/6/2010
APCOA/Standard Parking, Inc. wordmark	APCOA/Standard Parking	6/30/1998	2,440,069	4/3/2001	4/3/2011

17

U.S. TRADEMARKS & SERVICEMARKS

Service Mark			Description		Date of First Use		Federal Registration No.		Original Registration Date		Expiration Date
Books-to-Go					Before 5/1997		2,165,753		6/16/1998		6/16/2008
CP and design			White “P” in black circle with “Central Park” written underneath.		Before 9/1991		1,743,612		12/29/1992		12/29/2002
Expresslane and design					12/1/1998		2,345,554		4/25/2000		4/25/2010
Expresslane wordmark			Expresslane		12/1/1998		2,343,620		4/18/2000		4/18/2010
Films-to-Go					Before 3/1999		2,398,666		10/24/2000		10/24/2010
	Little Parkers			Before 8/2000		Trademark Application filed — Serial No. 76/107287, filed 8/10/2000; waiting upon final Application acceptance.				Pending
	O’Hare Frequent Parker			Before 6/1994		74/538106				ABANDONED
	Park Air Express			1983		1,589,359		3/27/1990		3/27/2010
	ParkAlert			7/2/1993		1,886,740		3/28/1995		3/28/2005
	ParkNet			12/8/1989		1,698,506		6/30/1992		6/30/2002
	Pride in Parking	Pride in Parking		8/31/1991		1,435,959		4/7/1987		4/7/2007
	Representation of Airplane and Building	Airplane over city		1951		612,789		9/20/1955		9/20/2005
	SpeedStat			Before 9/7/2000		Trademark Application filed — Serial No. 76/123950, filed 9/7/2000; waiting upon final Application acceptance.				Pending

18

U.S. TRADEMARKS & SERVICEMARKS

Service Mark	Description	Date of First Use	Federal Registration No.	Original Registration Date	Expiration Date
Standard Parking Corporation	Standard Parking Corporation	1983	1,893,361	5/9/1995	5/9/2005
Standard Parking Corporation and design		Before 3/1985	1,364,917	10/8/1985	10/8/2005
Standard Parking Corporation Design	Driveway design	9/1/1973	1,364,917	10/8/1985	10/8/2005
Standard Parking, an APCOA/Standard Parking Company and design	[logo] Standard Parking	4/1/1998	2,440,002	4/3/2001	4/3/2011
The Parking Exchange		Before 10/1992	327505		ABANDONED
The Standard Parking Exchange and design		10/30/1992	1,841,502	6/21/1994	6/21/2004
Valet Parking		Before 8/2000	Trademark Application filed -Serial No. 76/107288 filed 8/10/2000; waiting upon final application acceptance		Pending
We Have a Spot for You		11/23/1998	2,360,282	6/20/2000	6/20/2010

19

STATE REGISTRATIONS

State/County	Business name	Date of First Use	Registration No.	Registration Date
California	Executive Parking Industries, L.L.C.	1/10/1997	101997010029	1/10/1997
California (Los Angeles County)	Park Air Express		982089876	11/16/1998
Connecticut	APCOA Bradley Parking Company, LLC		000206981	2/3/00
Connecticut	Bradley Airport Parking Limited Partnership			4/4/00
Delaware (New Castle County)	Advanced Parking Technology	5/1/1994	N/A	11/30/1994
Delaware	Bradley Airport Parking Limited Partnership		3168958 8300	3/31/00
Georgia (Fulton County)	Park Air Express	7/16/1998	63 290	2/11/1989
Illinois	Pride in Parking	8/31/1981	058862	8/19/1986
Illinois	Books-to-Go	4/7/1997	080545	5/22/1997
Indiana	APCOA Parking Venture I, Limited Partnership	6/17/1993	N/A	6/21/1993
Louisiana	APCOA-GSP, L.P.	12/30/1997	N/A	6/21/1993
Louisiana	APCOA Parking Venture III, Limited Partnership	7/11/1996	N/A	7/11/1996
Louisiana	APCOA LaSalle Parking Company, LLC	12/17/98	BBE 34719252K	12/14/98
Michigan	APCOA Parking Venture III, Limited Partnership	7/8/1996		7/15/1996
Minnesota	APCOA and design		2.979	1/12/1966
Missouri	APCOA-S.R.P Parking V Joint Venture		X 249216	1/2/1993
Ohio	Advanced Parking Technology	5/1/1994	RN 197C42	11/14/1994
Ohio	APCOA-Atrium Parking Venture, L.P.		901784	4/14/1995
Ohio	APCOA-GSP., L.P.	12/29/1997	LP1866	12/30/1997
Ohio	APCOA Parking Venture I, Limited Partnership	6/17/1993	FN 62549	6/21/1993
Ohio	APCOA Parking Venture III, Limited Partnership	6/12/1993	944103	6/13/1996
Ohio	APCOA Parking Venture V L.L.C.	11/1/1999	1112348	11/1/1999
Ohio	APCOA-SRP Parking Limited Partnership	2/1/1988	908823	6/29/1995
Ohio	APCOA-SRP Parking II Limited	10/15/1990	908824	6/29/1995

20

State/County	Business name	Date of First Use	Registration No.	Registration Date
Ohio	APCOA-SRP Parking III			1/21/1992
Ohio	Park-Air Express	1/1/1986	RN 86634	9/9/1995
Oklahoma	APCOA	1963	14152	1/10/1996
Pennsylvania	Penn-Ohio Park Air Express		1595418	8/20/1990
Pennsylvania	Park Air Express		1595414	8/20/1990
South Carolina	APCOA-GSP, L.P.	12/30/1997	N/A	1/20/98
South Dakota	APCOA Parking Venture III, Limited Partnership	7/22/1996	N/A	7/22/1996
Texas	Express Auto Park		53635-06	12/4/1995
Texas (Dallas)	Advanced Parking Technology	5/1/1994	N/A	2/27/1995

21

EX-10.12

EXHIBIT 10.12

EXECUTION COPY

MEMORANDUM OF GRANT OF SECURITY INTEREST IN COPYRIGHTS

THIS MEMORANDUM OF GRANT OF SECURITY INTEREST IN COPYRIGHTS is dated as of January 11^th, 2002, between APCOA/STANDARD PARKING, INC., a Delaware corporation having its principal place of business at 900 North Michigan Avenue, Suite 1600, Chicago, Illinois 60611 (the “Assignor”), and WILMINGTON TRUST COMPANY, having an office at Rodney Square North, 1100 North Market Street, Wilmington Delaware 19890,  as trustee and collateral agent (hereinafter, in such capacity, the “Agent”) for itself and the several holders (the “Holders”) of the 14% Senior Subordinated Second Lien Notes due 2006 (the “Notes”) issued by the “Assignor”), pursuant to an indenture dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Assignor, certain of the Assignor’s subsidiaries (the “Guarantors”) and the Agent.

W I T N E S S E T H:

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

WHEREAS, the Assignor is a member of an affiliated group of companies that includes each Guarantor;

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

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

WHEREAS, it is a condition precedent to the issuance of the Notes that Assignor shall have executed and delivered this Memorandum of Grant of Security Interest in Copyrights (as it may be amended, restated, modified or supplemented and in effect from time to time, this “Copyright Memorandum”) to the Agent for the ratable benefit of the Agent and the Holders;

WHEREAS, the Assignor has executed and delivered to the Agent, for the benefit of the Agent and the Holders, the Security Agreement, as of even date herewith (the “Security Agreement”), by the Assignor and the Guarantors in favor of the Agent for itself and the Holders, pursuant to which the Assignor has granted to the Agent, for the benefit of the Agent and the Holders, a second priority security interest in substantially all of the Assignor’s existing and after-acquired personal property and fixture assets (the “Collateral”), including without limitation (i) the copyrights and all other rights in and to the works identified in Exhibit A attached hereto, (ii) the copyrights and all other rights in and to all other copyrighted or copyrightable works of the Assignor now or hereafter existing or now owned or hereafter acquired, whether or not identified by a title and/or United States Copyright Office registration

number, whether or not identified on Exhibit A attached hereto, and whether or not registered with the United States Copyright Office, and (iii) all proceeds from the sale, exchange, license, lease or other transfer or disposition or collection of any of the foregoing (in whole or in part) or of any right or interest therein, and all proceeds or other value received and attributable (in whole or in part) to the ownership, possession or use of any of the foregoing (including without limitation any amounts recovered or recoverable on account of any infringement or misappropriation thereof), all to secure the payment and performance in full of the Notes and the other obligations of the Assignor and the Guarantors under the Indenture; and

WHEREAS, this Copyright Memorandum is supplemental to the provisions contained in the Security Agreement;

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

The Assignor hereby grants to the Agent, for the benefit of the Agent and the Holders, and notice is hereby given that the Assignor has granted to the Agent, for the benefit of the Agent and the Holders, a second priority security interest in the Collateral, all in accordance with the terms and conditions of the Security Agreement.

The Assignor hereby further authorizes the Agent (i) to modify this Copyright Memorandum, without the necessity of the Assignor’ s further approval or signature, by amending Exhibit A hereto to include any other copyrights or other rights in and to the copyrighted or copyrightable works in which the Assignor now has or hereafter acquires any right, title or interest, and (ii) to take such further actions as may be necessary or appropriate to obtain and perfect the Agent’s security interest in any such right, title or interest of the Assignor (including but not limited to recording any such amended Copyright Memorandum with the United States Copyright Office).

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

2

IN WITNESS WHEREOF, this Memorandum of Grant of Security Interest in Copyrights has been executed as an instrument under seal as of the day and year first above written.

	APCOA/STANDARD PARKING, INC.
By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Executive Vice President, Chief Financial Officer, Treasurer
	WILMINGTON TRUST COMPANY, as Agent
By:	/s/ James D. Nesci
Name:	James D. Nesci
Title:	Authorized Signer

3

EXHIBIT A
TO MEMORANDUM OF GRANT
OF SECURITY INTEREST IN COPYRIGHTS

COPYRIGHTS

Certificate of Copyright Registration	Author	Registration No.	Registration Date
Client View Computer Program	APCOA, Inc.	TX 4-350-380	July 22, 1996
Hand-Held Program	APCOA, Inc.	TXu 437 515	September 24, 1990
License Plate Inventory Program	APCOA, Inc.	TXu 437 516	September 24, 1990
ParkStat Reference Manual	APCOA, Inc.	TX 3-612-384	July 23, 1993
ParkStat	APCOA, Inc.	TX 3-742-360	July 19, 1993

4

EX-10.13

EXHIBIT 10.13

EXECUTION COPY

SECURITIES PLEDGE AGREEMENT

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

W I T N E S S T H:

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

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

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

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

WHEREAS, the Borrowers are the direct legal and beneficial owner of that percentage specified on Annex A hereto of the Stock (as hereinafter defined) of each of the corporations described on Annex A hereto (the “Subsidiaries”); and

WHEREAS, it is a condition precedent to the issuance of the Notes that the Borrowers shall have executed and delivered to the Agent for the ratable benefit of the Agent and the Holders this Securities Pledge Agreement (as it may be amended, restated, modified or supplemented and in effect from time to time, this “Pledge Agreement”);

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

1.Definitions.

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

Cash Collateral.  Shall have the meaning set forth in Section 4 of this Pledge Agreement.

Cash Distributions Account.  Shall have the meaning set forth in Section 4 of this Pledge Agreement.

Stock.  Includes the shares of stock pledged to the Agent and described in Annex A attached hereto and any additional shares of stock at the time pledged to the Agent hereunder.

Stock Collateral.  The property at any time pledged to the Agent hereunder (whether described herein or not) and all income therefrom, increases therein and proceeds thereof, including without limitation the Cash Collateral but excluding from the definition of “Stock Collateral” any income, increases or proceeds received by the Borrowers to the extent expressly permitted by Section 6 of this Pledge Agreement.

Time Deposits.   Shall have the meaning set forth in Section 4 of this Pledge Agreement.

UCC.  The Uniform Commercial Code as in effect from time to time in the State of Illinois, interpreted to the broadest extent possible.

1.2.          Other Definitional Provisions.  Any of the defined terms used herein may, unless the context otherwise requires, be used in the singular or the plural depending on the reference.  All references to statutes and related regulations shall include (unless otherwise specifically provided herein) any amendments of the same and any successor statutes and regulations.

2.Pledge of Stock, Etc.

2.1.          Pledge of Stock.  The Borrowers hereby pledge, assign, grant a second priority security interest in, and deliver to the Agent (or to LaSalle, as agent for the Agent pursuant to the terms of the Intercreditor Agreement, dated as of the date hereof (the “Intercreditor Agreement”), among LaSalle, the Agent and the Borrowers), for the benefit of the Agent and the Holders, all of the Stock of the domestic Subsidiaries owned beneficially or of record by the Borrowers (other than Stock of Atrium Parking, Inc., a Delaware corporation (“Atrium Parking”)), and sixty-five percent (65%) of the Stock of the foreign Subsidiaries owned beneficially or of record by the

2

Borrowers, all as more fully described on Annex A hereto, to be held by the Agent (or by LaSalle as agent for the Agent pursuant to the Intercreditor Agreement) for the benefit of the Agent and the Holders, subject to the terms and conditions hereinafter set forth.  The certificates for such Stock, if any, accompanied by stock powers or other appropriate instruments of assignment thereof duly executed in blank by the Borrowers, have been delivered to LaSalle (as agent for the Agent pursuant to the Intercreditor Agreement) until the Credit Agreement is terminated, when they shall be delivered to the Agent pursuant to the Intercreditor Agreement.

2.2.          Additional Stock.  In case the Borrowers shall acquire any additional Stock of any Subsidiary or corporation which is the successor of any Subsidiary, or any securities exchangeable for or convertible into Stock of any class of any Subsidiary, by purchase, stock dividend, stock split or otherwise, then the Borrowers shall forthwith deliver to and pledge all of such Stock of a domestic Subsidiary, and sixty-five percent (65%) of such Stock of a foreign Subsidiary to the Agent under this Pledge Agreement and shall deliver to LaSalle (as agent for the Agent pursuant to the Intercreditor Agreement) until the Credit Agreement is terminated, when such Stock shall be delivered to the Agent, forthwith certificates therefor, if any, accompanied by stock powers or other appropriate instruments of assignment duly executed in blank by the Borrowers.  The Borrowers agree that the Agent may from time to time attach as Annex A hereto an updated list of the Stock at the time pledged with the Agent hereunder.

2.3.          Pledge of Cash Distributions Account.  The Borrowers also hereby pledge, assign, grant a second priority security interest in, and deliver the Agent (or LaSalle, as agent for the Agent pursuant to the Intercreditor Agreement) for the benefit of the Agent and the Holders, the Cash Distributions Account and all of the Cash Collateral as such terms are hereinafter defined.

2.4.          Ranking; Subordination.  Notwithstanding anything to the contrary in this Pledge Agreement, the security interests granted herein to the Agent for the ratable benefit of the Agent and the Holders shall be junior and subordinate to the claims of the agent and the lenders under the Credit Agreement as provided in the Indenture.  Furthermore, notwithstanding anything to the contrary in this Pledge Agreement, the Agent will not be able to exercise any rights or claims against the Stock Collateral until and unless such party is permitted to do so pursuant to the Intercreditor Agreement.  As provided in, and subject to the terms of, the Intercreditor Agreement, the Agent will follow any instructions given to it by the representative of the lenders under the Credit Agreement and, so long as amounts or commitments to lend remain outstanding under the Credit Agreement, the lenders under the Credit Agreement will make all determinations and decisions relating to the disposal of the Stock Collateral.

3.             Security for the Notes.  This Pledge Agreement and the second priority security interest in and pledge of the Stock Collateral hereunder are made with and granted to the Agent, for the benefit of the Holders and the Agent, as security for the payment and performance in full of the Notes and the other obligations of the Borrowers under the Indenture.

4.             Liquidation, Recapitalization, Etc.

3

4.1.          Distributions Paid to Agent.  Any sums or other property paid or distributed upon or with respect to any of the Stock, whether by dividend or redemption or upon the liquidation or dissolution of the issuer thereof or otherwise, shall, except to the extent hereafter provided in Section 6, be paid over and delivered to LaSalle (as agent for the Agent pursuant to the Intercreditor Agreement) until the Credit Agreement is terminated, when they shall have been delivered to the Agent, to be held by LaSalle or the Agent, as the case may be, for the benefit of the Agent and the Holders, as security for the payment and performance in full of all of the Notes and the other obligations of the Borrowers under the Indenture.  In case, pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, any distribution of capital shall be made on or in respect of any of the Stock or any property shall be distributed upon or with respect to any of the Stock, the property so distributed shall be delivered to LaSalle (as agent for the Agent pursuant to the Intercreditor Agreement) until the Credit Agreement is terminated, when they shall be delivered to the Agent, for the benefit of the Agent and the Holders, to be held by it as security for the Notes and the other obligations of the Borrowers under the Indenture.  Except to the extent hereafter provided in Section 6, all sums of money and property paid or distributed in respect of the Stock, whether as a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or otherwise, that are received by the Borrowers shall, until paid or delivered to LaSalle or the Agent, as the case may be, be held in trust for LaSalle until the Credit Agreement is terminated and thereafter for the Agent, for the benefit of the Agent and the Holders, as security for the payment and performance in full of the Notes and the other obligations of the Borrowers under the Indenture.

4.2.          Cash Distributions Account.  All sums of money that are delivered to the Agent pursuant to this Section 4 shall be deposited into a non-interest bearing trust account with the Agent (the “Cash Distributions Account”).  Some or all of the funds from time to time in the Cash Distributions Account may be invested in time deposits, including, without limitation, certificates of deposit issued by the Agent (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as “Time Deposits”), at the written direction of the Company; provided that, in each such case, an Opinion of Counsel satisfactory to the Agent, is delivered to the Agent to the effect that all required action has been taken to perfect and to ensure the priority of the Agent’s security interest therein.  Earnings on the investments in the Cash Distributions Account shall be deposited in the Cash Distributions Account.  The Cash Distributions Account, all sums from time to time standing to the credit of the Cash Distributions Account, any and all Time Deposits, any and all instruments or other writings evidencing Time Deposits and any and all proceeds or any thereof are hereinafter referred to as the “Cash Collateral.”

4.3.          Borrowers’ Rights to Cash Collateral, Etc.  Except as otherwise expressly provided in Section 15 of this Pledge Agreement, the Borrowers shall have no right to withdraw sums from the Cash Distributions Account, to receive any of the Cash Collateral or to require the Agent to part with the Agent ‘s possession of any instruments or other writings evidencing any Time Deposits.

5.             Representations, Warranties and Covenants.  The Borrowers hereby represent and warrant that:  (i) they have good and marketable title to, and are the sole record and beneficial

4

owner of, the Stock, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by the Security Documents referred to in the Credit Agreement (collectively, the “Senior Pledge Agreement”), dated as of even date herewith, among the Company and LaSalle Bank National Association, as agent for itself and the lenders party thereto and the pledge and security interest created by this Pledge Agreement, (ii) all of the issued and outstanding Stock of the Subsidiaries owned by the Borrowers (other than the stock of Atrium Parking) is listed on Annex A hereto, (iii) upon delivery of the Stock pledged to the Agent hereunder, the Agent shall have a valid and perfected second priority security interest in the Stock, (iv) all of the Stock described in Section 2 hereof  is, and at all times will be, duly authorized, validly issued, fully paid and non-assessable, (v) the Borrowers have full power, authority and legal right to execute, deliver and perform thier obligations under this Pledge Agreement and to pledge and grant a second priority security interest in all of the Stock Collateral pursuant to this Pledge Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a second priority security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Borrowers’ respective charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which any Borrower is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (vi) the information set forth in Annex A hereto relating to the Stock is true, correct and complete in all respects.  The Borrowers covenant that they will defend the rights of the Agent and the Holders and the second priority security interest of the Agent, for the benefit of the Agent and the Holders, in such Stock against the claims and demands of all persons whomsoever, other than those of LaSalle while the Credit Agreement is in effect.  The Borrowers further covenant that they will have the legal title to and right to pledge and grant a second priority security interest in the Stock Collateral hereafter pledged or in which a second priority security interest is granted to the Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Agent and the Holders.

6.             Dividends, Voting, Etc., Prior to Maturity.  So long as no Event of Default shall have occurred and be continuing, the Borrowers shall be entitled to receive all cash dividends paid in respect of the Stock, to vote the Stock and to give consents, waivers and ratifications in respect of the Stock; provided, however, that no vote shall be cast or consent waiver or ratification given by the Borrowers if the effect thereof would in the reasonable judgment of the Borrowers impair any of the Stock Collateral or be inconsistent with or result in any violation of any of the provisions of the Indenture.  All such rights of the Borrowers to receive cash dividends shall cease in case an Event of Default shall have occurred and be continuing.  All such rights of the Borrowers to vote and give consents, waivers and ratifications with respect to the Stock shall cease in case an Event of Default shall have occurred and be continuing.

7.             Remedies.

7.1.         In General.  If an Event of Default shall have occurred and be continuing, the Agent shall thereafter, subject to the terms of the Intercreditor Agreement, have the following rights and remedies (to the extent permitted by applicable law) in addition to the rights and remedies of a secured party under the UCC, all such rights and remedies being cumulative,

5

non-exclusive, and enforceable alternatively, successively or concurrently, at such time or times as the Agent deems expedient:

(a)           if the Agent so elects and gives notice of such election to the Borrowers, the Agent may vote any or all of the Stock (whether or not the same shall have been transferred into its name or the name of its nominee or nominees) for any lawful purpose, including, without limitation, if the Agent so elects, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Stock and otherwise act with respect thereto as though it were the outright owner thereof (the Borrowers hereby irrevocably constituting and appointing the Agent the proxy and attorney-in-fact of the Borrowers, with full power of substitution, to do so);

(b)           the Agent may demand, sue for, collect or make any compromise or settlement the Agent deems suitable in respect of any Stock Collateral;

(c)           the Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Stock Collateral, for cash or credit or both and upon such terms at such place or places, at such time or times and to such entities or other Persons as the Agent thinks expedient, all without demand for performance by the Borrowers or any notice or advertisement whatsoever except as expressly provided or as may otherwise be required by law; and

(d)           the Agent may cause all or any part of the Stock held by it to be transferred into its name or the name of its nominee or nominees.

7.2.          Sale of Stock Collateral.  In the event of any disposition of the Stock Collateral as provided in clause (c) of Section 7.1, the Agent shall give to the Borrowers at least five (5) Business Days’ prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made.  The Borrowers hereby acknowledge that five (5) Business Days’ prior written notice of such sale or sales shall be reasonable notice.  The Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the Borrowers, to the fullest extent permitted by law).  The Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Agent may buy at private sale and may make payments thereof by any means.  The proceeds actually received from any sale or other disposition shall be applied first in accordance with the Intercreditor Agreement and then in accordance with the terms of the Indenture.  Only after such applications, and after payment by the Agent of any amount required by §9-615(a)(3) of the UCC, need the Agent account to the Borrowers for any surplus.

7.3.          Registration of Stock.  If the Agent shall determine to exercise its right to sell any or all of the Stock pursuant to this Section 7, and if in the opinion of counsel for the Agent it is necessary, or if in the reasonable opinion of the Agent it is advisable, to have the Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of

6

1933, as amended (the “Securities Act”), the Borrowers agree to use their best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Borrowers’ expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Agent, advisable to register such Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of nine (9) months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto.  The Borrowers agree to use their best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Agent shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

7.4.          Private Sales.  The Borrowers recognize that the Agent may be unable to effect a public sale of the Stock by reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers.  The Borrowers agree that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner.  The Agent shall be under no obligation to delay a sale of any of the Stock for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so.  Subject to the foregoing, the Agent agrees that any sale of the Stock shall be made in a commercially reasonable manner, and the Borrowers agree to use thier best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Borrowers’ expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Agent, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto.  The Borrowers further agree to use their best efforts to cause such issuer or issuers to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which the Agent shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

7.5.          Borrowers’ Agreements, Etc.  The Borrowers further agree to do or cause to be done all such other acts and things as may be reasonably necessary to make any sales of any portion or all of the Stock pursuant to this Section 7 valid and binding and in compliance with any and all applicable laws (including, without limitation, the Securities Act, the Securities Exchange Act of 1934, as amended, the rules and regulations of the Securities and Exchange

7

Commission applicable thereto and all applicable state securities or “Blue Sky” laws), regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Borrowers’ expense.  The Borrowers further agree that a breach of any of the covenants contained in this Section 7 will cause irreparable injury to the Agent, that the Agent has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 7 shall be specifically enforceable against the Borrowers and the Borrowers hereby waive and agree not to assert any defenses against an action for specific performance of such covenants.

8.             Marshaling.  Neither the Agent nor any Holder shall be required to marshall any present or future security for (including but not limited to this Pledge Agreement and the Stock Collateral), or other assurances of payment of, the Notes or any of them, or to resort to such security or other assurances of payment in any particular order.  All of the Agent’s rights hereunder and in respect of such security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising.  To the extent that it lawfully may, the Borrowers hereby agree that they will not invoke any law relating to the marshaling of collateral that might cause delay in or impede the enforcement of the Agent’s rights under this Pledge Agreement, and to the extent that it lawfully may the Borrowers hereby irrevocably waive the benefits of all such laws.

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

10.           Transfer, Etc. by Borrowers.  Without the prior written consent of the Agent, the Borrowers will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or pledge or grant any security interest in or otherwise encumber or restrict any of the Stock Collateral or any interest therein, except for the pledge thereof and security interest thereof provided for in the Senior Pledge Agreement and the pledge thereof and security interest thereof provided for in this Pledge Agreement.

11.           Further Assurances.  The Borrowers will do all such acts, and will furnish to the Agent all such financing statements, certificates, legal opinions and other documents and will obtain all such governmental consents and corporate approvals and will do or cause to be done all such other things as be required by applicable law or as the Agent may reasonably request from time to time in order to give full effect to this Pledge Agreement and to secure the rights of the Holders hereunder, all without any cost or expense to the Agent or any Holder.  If the Agent

8

so elects, a photocopy of this Pledge Agreement may at any time and from time to time be filed by the Agent as a financing statement in any recording office in any jurisdiction.

12.           Survival of Representations.  All representations and warranties of the Borrowers contained in this Pledge Agreement shall survive the execution and delivery of this Pledge Agreement.

13.           Agent’s Exoneration.  Under no circumstances shall the Agent be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Stock Collateral of any nature or kind or any matter or proceedings arising out of or relating thereto, other than (i) to exercise reasonable care in the physical custody of the Stock Collateral and (ii) after an Event of Default shall have occurred and be continuing to act in a commercially reasonable manner.  The Agent shall not be required to take any action of any kind to collect, preserve or protect its or the Borrowers’ rights in the Stock Collateral or against other parties thereto.  The Agent’s prior recourse to any part or all of the Stock Collateral shall not constitute a condition of any demand, suit or proceeding for payment or collection of the Notes.  In executing this Pledge Agreement and the performance of its duties hereunder, the Agent shall be entitled to all of the benefits and protections afforded to the Agent, as trustee under the Indenture.

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

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

16.           Termination.  Upon indefeasible payment and final performance in full of the Notes and the other obligations of the Borrowers under the Indenture, this Pledge Agreement shall terminate and the Agent shall, at the Borrowers’ request and expense, return such Stock Collateral in the possession or control of the Agent as has not theretofore been disposed of pursuant to the provisions hereof, together with any moneys and other property at the time held by the Agent hereunder.

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

9

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

19.           Entire Agreement.  This Pledge Agreement embodies the entire agreement and understanding between the Borrowers and the Holders relating to the Stock Collateral and supersedes all prior written and oral agreements and understandings between the Borrowers and the Holders relating to the Stock Collateral.

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

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

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

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

10

IN WITNESS WHEREOF, this Securities Pledge Agreement has been executed as of the day and year first above written.

APCOA/STANDARD PARKING, INC.
By:	/s/  G. Marc Baumann
Name:	G. Marc Baumann
Title:	Executive Vice President, Chief Financial Officer, Treasurer
A-1 AUTO PARK, INC.
By:	/s/  G. Marc Baumann
Name:	G. Marc Bauman
Title:	Vice President/Treasurer
APCOA CAPITAL CORPORATION
By:		/s/  G. Marc Baumann
Name:		G. Marc Baumann
Title:		Vice President / Treasurer
CENTURY PARKING, INC.
By:		/s/  G. Marc Baumann
Name:		G. Marc Baumann
Title:		Vice President / Treasurer

11

EVENTS PARKING CO., INC.
By:	/s/  G. Marc Baumann
Name:	G. Marc Baumann
Title:	Treasurer
HAWAII PARKING MAINTENANCE, INC.
By:	/s/  G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / Treasurer
METROPOLITAN PARKING SYSTEM, INC.
By:	/s/  G. Marc Baumann
Name:	G. Marc Baumann
Title:	Treasurer
S&S PARKING, INC.
By:	/s/  G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / Treasurer
SENTINEL PARKING CO. OF OHIO, INC.
By:	/s/  G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / Treasurer

12

SENTRY PARKING CORPORATION
By:	/s/  G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / treasurer
STANDARD AUTO PARK, INC.
By:	/s/  G. Marc Baumann
Name:	G. Marc Baumann
Title:	Treasurer
STANDARD PARKING CORPORATION
By:	/s/  G. Marc Baumann
Name:	G. Marc Baumann
Title:	Treasurer
STANDARD PARKING CORPORATION IL
By:	/s/  G. Marc Baumann
Name:	G. Marc Baumann
Title:	Treasurer
TOWER PARKING, INC.
By:	/s/  G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / Treasurer

13

VIRGINIA PARKING SERVICE, INC.
By:	/s/  G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / Treasurer
STANDARD PARKING OF CANADA LTD.
By:	/s/  Robert N. Sacks
Name:	Robert N. Sacks
Title:	Secretary
WIMINGTON TRUST COMPANY, as Agent
By:	/s/  James D. Nesci
Name:	James D. Nesci
Title:	Authorized Signer

14

EXECUTION COPY

Annex A

to Securities Pledge Agreement

Record Owner:  (*) APCOA/Standard Parking, Inc.

Issuer	Record Owner		Class of Shares	Number of Authorized  Shares	Number of Issued Shares	Percentage Ownership		Par  or Liquidation Value		Certificate No.	Number of Stock Pledged to Agent
A-1 Auto Park, Inc.	(*	)	Common	50,000	35,000	100	%	$	0.10	10
APCOA Capital Corporation	(*	)	Common	500	100	100	%	$	0.01	C 3
Events Parking Co., Inc.	(*	)	Common	200,000	100	100	%	No Par		3
Hawaii Parking Maintenance, Inc.	(*	)	Common	100	100	100	%	$	10.00	2
Metropolitan Parking System, Inc.	(*	)	Common	12,500	50	100	%	No Par		3
S & S Parking, Inc.	(*	)	Common	1,000	1,000	100	%	No Par		4
Sentinel Parking Co. of Ohio, Inc.	(*	)	Common	750	100	100	%	No Par		2
Standard Auto Park, Inc.	(*	)	Common	25,000	7,840	100	%	$	10.00	14
Standard Parking Corporation	(*	)	Common	10,000	1,010	100	%	$	10.00	13
Standard Parking Corporation IL	(*	)	Common	100,000	100	100	%	No Par		2
Standard Parking of Canada Ltd.	(*	)	Common	Unlimited	100	100	%	No Par		2	65
Tower Parking, Inc.	(*	)	Common	500	500	100	%	No Par		3
Virginia Parking Service, Inc.	(*	)	Common	5,000	2,000	100	%	$	1.00	14

15

Record Owner: (**) Standard Parking Corporation

Issuer	Record Owner		Class of Shares	Number of Authorized  Shares	Number of Issued Shares	Percentage Ownership		Par or Liquidation Value		Certificate No.	Number of Stock Pledged to Agent
Century Parking, Inc.	(**	)	Common	10,000	9,000	100	%	$	10.00	6
Sentry Parking Corporation	(**	)	Common	100,000	500	100	%	$	1.00	9

16

(***)  Record Owner:   AP Holdings, Inc.

Issuer	Record Owner		Class of Shares	Number of Authorized  Shares	Number of Issued Shares	Percentage Ownership		Par or Liquidation Value		Certificate No.	Number of Stock Pledged to Agent
APCOA/Standard Parking, Inc.	(***	)	Common	3,000	26.3	84.0	%	$	1.00	11

17

EX-10.14

EXHIBIT 10.14

EXECUTION COPY

SECURITY AGREEMENT

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

W I T N E S S E T H:

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

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

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

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

WHEREAS, it is a condition precedent to the issuance of the Notes that the Borrowers shall have executed and delivered this Security Agreement to the Agent for the ratable benefit of the Agent and the Holders;

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

1.             Definitions.  When used herein, (a) the terms Account, Account Debtor, Certificated Security, Chattel Paper, Commercial Tort Claim, Deposit Account, Document, Electronic Chattel Paper, Equipment,  Financial Asset, Fixtures, Goods, Health-Care-Insurance Receivables, Inventory, Instrument, Investment Property, Letter of Credit Rights, Payment Intangibles, Proceeds, Security, Security Entitlement, Supporting Obligations and Uncertificated Security have the respective meanings assigned thereto in the UCC (as defined below); (b) capitalized terms which are not otherwise defined have the respective meanings assigned thereto in the Amended and Restated Credit Agreement, dated as of even date herewith, by and among the Company and LaSalle Bank National Association as agent and the lenders party thereto (as

such agreement may be amended, restated, modified or supplemented and in effect from time to time, the “Credit Agreement”) ; and (c) the following terms have the following meanings (such definitions to be applicable to both the singular and plural forms of such terms):

Computer Hardware and Software means, with respect to the Borrowers, all of the Borrowers’ rights (including rights as licensee and lessee) with respect to (i) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (ii) all software programs designed for use on the computers and electronic data processing hardware described in clause (i) above, including all operating system software, utilities and application programs in whatsoever form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any firmware associated with any of the foregoing; and (iv) any documentation for hardware, software and firmware described in clauses (i), (ii) and (iii) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes.

General Intangibles means all of the Borrowers’ “general intangibles” as defined in the UCC and, in any event, includes (without limitation) all of the Borrowers’ trademarks, trade names, patents, copyrights, trade secrets, customer lists, inventions, designs, software, software programs, mask works, goodwill, registrations and applications, licenses, franchises, tax refund claims, guarantee claims, Payment Intangibles, security interests and rights to indemnification.

Intellectual Property means all past, present and future:  trade secrets and other proprietary information; trademarks, service marks, business names, Internet domain names, designs, logos, trade dress, slogans, indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations and applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights for computer programs and software) and copyright registrations and applications for registrations which have heretofore been or may hereafter be issued throughout the world and all tangible property embodying the copyrights; unpatented inventions (whether or not patentable); patent applications and patents; industrial designs, industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, source codes, object codes and other physical manifestations, embodiments or incorporations of any of the foregoing; the right to sue for all past, present and future infringements of any of the foregoing; and all common law and other rights throughout the world in and to all of the foregoing.

Non-Tangible Collateral means the  Borrowers’ Accounts and General Intangibles.

Organizational I.D. Number means the organizational identification number assigned to each Borrower by the applicable governmental unit or agency of the jurisdiction of organization.

2

UCC means the Uniform Commercial Code as in effect in the State of Illinois on the date of this Security Agreement, as it may be amended or modified from time to time, as interpreted to the broadest extent possible.

2.             Grant of Security Interest.

2.1.          Collateral Granted.  The Borrowers hereby grant to the Agent, for the benefit of the Agent and the Holders, to secure the prompt payment and performance in full when due of the Notes and of all other obligations of the Borrowers under the Indenture, a second priority security interest in, and so pledges and assigns to the Agent, for the benefit of the Agent and the Holders, all assets of the Borrowers, including without limitation, the following properties, assets and rights of the Borrowers, wherever located, whether now owned or hereafter acquired or arising, and all Proceeds and products thereof (all of the same being hereinafter called the “Collateral”):

All of the Borrowers’:

(a)           Accounts, including Health-Care-Insurance Receivables;

(b)           Certificated Securities;

(c)           Chattel Paper, including Electronic Chattel Paper;

(d)           Computer Hardware and software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of any of the foregoing;

(e)           Commercial Tort Claims;

(f)            Deposit Accounts;

(g)           Documents;

(h)           Financial Assets;

(i)            General Intangibles;

(j)            Goods (including all of its Equipment, Fixtures and Inventory), and all embedded software, accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor;

(k)           Instruments;

(l)            Intellectual Property;

3

(m)          Letter of Credit Rights

(n)           money (of every jurisdiction whatsoever);

(o)           Security Entitlements;

(p)           Supporting Obligations;

(q)           Uncertificated Securities;

(r)all of the Borrowers’ right, title and interest of every kind and character now owned or hereafter acquired in and to or arising out of or in connection with agreements, contracts and leases and any Instruments related thereto, between any Borrower and any other person or entity for the use of personal or real property by any Borrower or for the management, operation or use of parking facilities by any Borrower (collectively, the “Contracts”) and all rights, remedies, powers, and privileges vested in any Borrower under the Contracts, except to the extent that (A) any such Contract is not capable of being encumbered as a matter of law or under the terms of such Contract applicable thereto (but solely to the extent that any such restriction shall be enforceable under the UCC and other applicable law) without the consent of the applicable party or parties to such Contract other than the Borrower and (B) such consent has not been obtained (collectively, the “Excluded Contracts”); provided, however, that the foregoing grant of security interest shall extend to, and the term “Contracts” shall include, (1) any and all Proceeds of such Contracts except to the extent that the assignment or encumbering of such Proceeds is so restricted (but solely to the extent that any such restriction shall be enforceable under the UCC and other applicable law) and (2) upon obtaining the consent of the party or parties to any such Contracts other than the Borrower with respect to any such otherwise Excluded Contracts, thereafter such Contracts as well as any and all Proceeds thereof that might have theretofore have been excluded from such grant of a second priority security interest and the term “Contracts”; and

(i)all of the Borrowers’ right, title and interest in and to the profits, income, surplus, moneys and revenues of any kind accruing, and all Accounts arising, under or in respect of the Contracts other than to the extent expressly prohibited  (but solely to the extent that any such prohibition shall be enforceable under the UCC and other applicable law) under Excluded Contracts; and

(ii)all of the Borrowers’ right, title and interest in and to any and all security for or claims against others in respect of the Contracts other than to the extent expressly prohibited (but solely to the extent that any such prohibition shall be enforceable under the UCC and other applicable law) under Excluded Contracts; and

4

(iii)all Accounts and General Intangibles now or hereafter due and to become due to the Borrowers by virtue of the Contracts other than to the extent expressly prohibited (but solely to the extent that any such prohibition shall be enforceable under the UCC and other applicable law) under Excluded Contracts;

(s)all of the Borrowers’ right, title and interest of every kind and character now owned or hereafter acquired (as general partner, as limited partner and as joint venturer) in and to the general partnerships, limited partnerships and joint ventures of which any Borrower is a partner or joint venturer (collectively, the “Partnerships”) and all right, title and interest, remedies, powers and privileges vested in any Borrower under the partnership and joint venture agreements and any Instruments related thereto that created the Partnerships (collectively, the “Partnership Agreements”) except to the extent that (i) any such Partnership is not assignable or capable of being encumbered as a matter of law or under the terms of the Partnership Agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under the UCC and other applicable law), without the consent of the applicable party or parties thereto other than the Borrower and (ii) such consent has not been obtained (collectively, “Excluded Partnerships” and, as the case may be, “Excluded Partnership Agreements”); all of the Borrowers’ right, title and interest in and to the profits, income, surplus, moneys and revenues of any kind accruing, and all Accounts arising, under or in respect of the Partnerships and the Partnership Agreements (other than to the extent the assignment or encumbering thereof would be restricted under the Excluded Partnership Agreements, but solely to the extent that any such restriction shall be enforceable under the UCC and other applicable law); all of the Borrowers’ right, title and interest in and to any and all security for or claims against others in respect of the Partnership Agreements (other than to the extent the assignment or encumbering thereof would be restricted under the Excluded Partnership Agreements, but solely to the extent that any such restriction shall be enforceable under the UCC and other applicable law); and all of the Borrowers’ right, title and interest in and to the Partnerships, now owned or hereafter acquired, as a result of exchange offers, direct investments or contributions or otherwise (other than to the extent the assignment or encumbering thereof would be restricted under the Excluded Partnership Agreements, but solely to the extent that any such restriction shall be enforceable under the UCC and other applicable law); all distributions of income, profit or other revenues paid or payable to the Borrowers in their capacities as both general and limited partner in the Partnerships (other than to the extent the assignment or encumbering thereof would be restricted under the Excluded Partnership Agreements, but solely to the extent that any such restriction shall be enforceable under the UCC and other applicable law); and all Accounts now or hereafter due and to become due to the Borrowers from the Partnerships (other than to the extent the assignment or encumbering thereof would be restricted under the Excluded Partnership Agreements, but solely to the extent that any such restriction shall be enforceable under the UCC and other applicable law); provided, however, that the foregoing

5

security interests and the terms “Partnership” and “Partnership Agreement” shall include, upon obtaining the consent of the party or parties to any such Partnership Agreement other than the Borrower with respect to any such otherwise Excluded Partnership and/or Excluded Partnership Agreement, thereafter any and all Proceeds, interests, claims, distributions or Accounts in respect thereof that might heretofore have been excluded from such grant of a second priority security interest;

(t)all of the Borrowers’ Investment Property and including, without limitation, all stock owned by the Borrowers of all domestic subsidiaries of the Borrowers (other than the stock of Atrium Parking, Inc., a Delaware corporation (“Atrium Parking”)) and sixty five percent (65%) of the stock owned by the Borrowers of all foreign subsidiaries of the Borrowers, together with all dividends (cash or otherwise), rights to receive dividends, stock dividends, dividends paid in stock, distributions upon redemption or liquidation, distributions as a result of splitups, recapitalizations or rearrangements, all stock rights, rights to subscribe, voting rights, rights to receive Securities, and all new Securities, and all other property which the Borrowers may hereafter become entitled to receive on account of such Securities or other property;

(u)(i)            all copyrights, indicia, corporate names, company names and registrations issued, and all applications therefor pending in the United States, any state thereof and throughout the world, of or in favor of the Borrowers together with the goodwill of the business associated therewith arising in or relating to the ordinary course of the Borrowers’ business, including all contracts and rights relating thereto, the right to sue for past, present, and future infringements thereof, and all rights to copyrights, indicia, corporate names, company names, and registrations, hereafter acquired by the Borrowers; and

(ii)all trademarks, service marks, logos, tradenames, business source identifiers and registrations issued, and all applications pending in the United States, any state thereof and throughout the world, of or in favor of the Borrowers, together with the goodwill of the business associated therewith, including all contracts and rights relating thereto, the right to sue for past, present, and future infringements thereof, and all rights to trademarks, service marks, logos, tradenames, corporate names, business source identifiers and registrations, hereafter acquired by the Borrowers; and

(iii)all patents, and all letters of patent of, and all patent applications pending in, the United States, any state thereof and throughout the world, of or in favor of the Borrowers together with the inventions disclosed or claimed therein, including the right to make, use, practice and/or sell (or license or otherwise transfer or dispose of) the inventions disclosed or claimed therein and the goodwill of the business associated therewith arising in or relating to the ordinary course of the Borrowers’ business, including all

6

contracts and rights relating thereto, the right to sue for past, present and future infringements thereof, and all rights, and all rights to patents hereafter acquired by the Borrowers; and

(v)to the extent not included in the foregoing, all other personal property of any kind or description;

together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing.

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

2.3.          Delivery of Instruments, Etc.  Pursuant to the terms hereof, the Borrowers have endorsed, assigned and delivered to LaSalle or, if the Credit Agreement is no longer in effect, to the Agent all negotiable or non-negotiable Instruments (including Certificated Securities) and Chattel Paper pledged by them hereunder, together with instruments of transfer or assignment duly executed in blank.  In the event that the Borrowers shall, after the date of this Security Agreement, acquire any other negotiable or non-negotiable Instruments (including Certificated Securities) or Chattel Paper to be pledged by them hereunder, the Borrowers shall forthwith endorse, assign and deliver the same to LaSalle or, if the Credit Agreement is no longer in effect, to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as LaSalle or, if the Credit Agreement is no longer in effect, the Agent may from time to time specify.  To the extent that any Securities are uncertificated, appropriate book-entry transfers reflecting the pledge of such Securities created hereby have been or, in the case of Uncertificated Securities hereafter acquired by the Borrowers, will at the time of such acquisition be, duly made for the account of LaSalle or, if the Credit Agreement is no longer in effect, the Agent or one or more nominees of LaSalle or, if the Credit Agreement is no longer in effect, the Agent with the issuer of such Securities or other appropriate book-entry facility or financial intermediary, with LaSalle or, if the Credit Agreement is no longer in effect, the Agent having at all times the right to obtain definitive certificates (in LaSalle’s or, if the Credit Agreement is no longer in effect, the Agent’s name or in the name of one or more nominees of LaSalle or, if the Credit Agreement is

7

no longer in effect, the Agent) where the issuer customarily or otherwise issues certificates, all to be held as Collateral hereunder.  The Borrowers hereby acknowledge that the Agent may, in its discretion, appoint one or more financial institutions to act as the Agent’s agent in holding in custodial account, Instruments or other Financial Assets in which the Agent is granted a second priority security interest hereunder, including, without limitation, certificates of deposit and other Instruments evidencing short term obligations.  The Borrowers hereby acknowledge that deliveries of Collateral to LaSalle pursuant to this Security Agreement are made subject to the terms of Section 26 of the Intercreditor Agreement.

2.4.          Excluded Collateral.  Notwithstanding the foregoing provisions of this §2 and to the extent not otherwise provided for in §2.1 herein, such grant of security interest shall not extend to, and the term “Collateral” shall not include, any Chattel Paper, Electronic Chattel Paper and General Intangibles which are now or hereafter held by the Borrowers as licensee, lessee or otherwise, to the extent that (a) such Chattel Paper, Electronic Chattel Paper and General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under the UCC or other applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (b) such consent has not been obtained; provided, however, that the foregoing grant of security shall extend to, and the term “Collateral” shall include, (i) any and all Proceeds of such Chattel Paper, Electronic Chattel Paper and General Intangibles to the extent that the assignment or encumbering of such Proceeds is not so restricted, or to the extent  that the assignment or encumbering of such Proceeds is so restricted and such restriction is not enforceable under the UCC or other applicable law, and (ii) upon obtaining consent from any such licensor, lessor or other applicable party with respect to any such otherwise excluded Chattel Paper, Electronic Chattel Paper or General Intangibles, thereafter such Chattel Paper, Electronic Chattel Paper or General Intangibles as well as any and all Proceeds thereof that might theretofore have been excluded from such grant of a second priority security interest and the term “Collateral;” provided, further, that upon the reasonable request of the Agent, the Borrowers will in good faith use reasonable efforts to obtain consent for the creation of a second priority security interest in favor of the Agent (and to the Agent’s enforcement of such security interest) in the Borrowers’ rights under any such lease or license.

2.5.          Pledge Agreement.  Concurrently herewith the Borrowers are executing and delivering to the Agent, for the benefit of the Agent and the Holders, the Securities Pledge Agreement (attached hereto as Exhibit A) (the “Pledge Agreement”) pursuant to which the Borrowers are pledging to the Agent, for the benefit of the Agent and the Holders, all the shares of the capital stock of the Borrowers’ present and future domestic subsidiaries (other than Atrium Parking) and sixty-five percent (65%) of the shares of the capital stock of the Borrowers’ present and future foreign subsidiaries which are held by the Borrowers, as described more fully on Annex A to the Pledge Agreement.  Such pledges shall be further governed by the terms of such Pledge Agreement and to the extent of any conflict between this Security Agreement and the Pledge Agreement, the Pledge Agreement shall control.

2.6.          Patent, Trademark and Copyright Assignments.  Concurrently herewith the Borrowers are also executing and delivering to the Agent, for the benefit of the Agent and the Holders, the Patent Collateral Assignment and Agreement (attached hereto as Exhibit B) (the

8

“Patent Security Agreement”), the Trademark Collateral Security and Pledge Agreement (attached hereto as Exhibit C) (the “Trademark Security Agreement”) and the Memorandum of Grant of Security Interest in Copyrights (attached hereto as Exhibit D) (the “Copyright Memorandum”) pursuant to which the Borrowers are assigning to the Agent, for the benefit of the Agent and the Holders, certain Collateral consisting of Intellectual Property, together with the products, Proceeds and goodwill appurtenant thereto.  The provisions of the Patent Security Agreement, the Trademark Security Agreement and the Copyright Memorandum are supplemental to the provisions of this Security Agreement, and nothing contained in the Patent Security Agreement, the Trademark Security Agreement or the Copyright Memorandum shall derogate from any of the rights or remedies of the Agent or any of the Holders hereunder, nor shall anything contained in the Patent Security Agreement, the Trademark Security Agreement or the Copyright Memorandum be deemed to prevent or extend the time of attachment or perfection of any security interest in such Collateral created hereby.

3.             Title to Collateral, Etc.  The Borrowers are the owners of the Collateral free from any Lien, except for the security interest created by the Security Documents referred to in the Credit Agreement (collectively, the “Senior Security Agreement”), dated as of even date herewith, among the Company and LaSalle, as agent for itself and the lenders party thereto, the security interest created by this Security Agreement and Permitted Liens.  None of the Collateral constitutes, or is the Proceeds of, “farm products” as defined in §9-102(a)(34) of the UCC. None of the Account Debtors in respect of any Accounts, Chattel Paper or General Intangibles and none of the obligors in respect of any Instruments included in the Collateral is a governmental authority subject to the Federal Assignment of Claims Act.

4.             Continuous Perfection.  The Borrowers will not change their respective chief executive offices or principal places of business, or the names, identities or corporate structures of the Borrowers in any manner, except in accordance with the terms of the Credit Agreement, or otherwise, with the prior written consent of the Agent.  The Collateral, to the extent not delivered to LaSalle or the Agent pursuant to §2.3, will be kept at those locations listed on the schedules hereto and the Borrowers will not remove the Collateral from such locations, without providing at least thirty (30) days’ prior written notice to the Agent and delivery to the Agent of an Opinion of Counsel to the effect that such removal will not adversely affect the perfection or priority of the security interests granted to the Agent hereunder.

5.             No Liens.  Except for the security interest created by the Senior Security Agreement, the security interest herein granted and Permitted Liens, the Borrowers shall be the owners of the Collateral free from any Lien, and the Borrowers shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Agent or any of the Holders.  Except for the security interest created by the Senior Security Agreement and Permitted Liens, the Borrowers shall not create or suffer to exist, a Lien on the Collateral in favor of any Person other than the Agent, for the benefit of the Agent and the Holders.

6.             No Transfers.  The Borrowers will not sell or offer to sell or otherwise transfer the Collateral or any interest therein except for sales or other dispositions consistent with the terms

9

of the Credit Agreement or, if the Credit Agreement is no longer in effect, consistent with the terms of the Indenture.

7.             Representations and Warranties.

(a)The Borrowers’ chief executive offices and principal places of business are as set forth on Schedule I hereto (and the Borrowers have not maintained their chief executive office and principal place of business at any other location at any time after five (5) years prior to the date of this Security Agreement, and each other location where the Borrowers maintains a place of business is also set forth on Schedule I hereto);

(b)the Borrowers are each corporations or limited liability companies, duly organized, validly existing and in good standing under the laws of the states of organization listed after each name on the signature pages hereto, and its Organizational I.D. Numbers and federal employer identification numbers are those listed after each signature on the signature pages hereto;

(c)except as set forth on Schedule II hereto, the Borrowers are not now known and during the five years preceding the date hereof has not previously been known by any trade name, and the Borrowers’ exact legal names are as set forth on the signature pages of this Security Agreement except as set forth on Schedule II hereto, and during the five years preceding the date hereof the Borrowers have not been known by any different legal name nor have the Borrowers been the subject of any merger or other corporate reorganization;

(d)Schedule III hereto contains a complete listing of all of the Borrowers’ Instruments, Deposit Accounts, Investment Property, Letter-of-Credit Rights, Chattel Paper, Documents and Commercial Tort Claims;

(e)except as set forth on Schedule IV hereto the Borrowers have no tangible Collateral located outside of the United States;

(f)Schedule V hereto contains a complete listing of the Borrowers’ tangible Collateral located with any bailee, warehousemen or other third parties; and

(g)Schedule VI hereto contains a complete listing of all of the Borrowers’ Collateral which is subject to certificate of title statutes.

8.            Insurance.

8.1.          Maintenance of Insurance.  The Borrowers will maintain insurance in accordance with the terms of the Credit Agreement or, if the Credit Agreement is no longer in effect, will 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

10

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.

8.2.          Insurance Proceeds.  The Proceeds of any casualty insurance in respect of any casualty loss of any of the Collateral shall, subject to the rights, if any, of other parties with a prior interest in the property covered thereby, (a) so long as no Event of Default (wherever used in this document, as defined in the Indenture) has occurred and is continuing and to the extent that the amount of such Proceeds, together with the Proceeds of all other dispositions made pursuant to §4.10 of the Indenture is less than $10.0 million in the aggregate in any twelve (12) month period, be disbursed to the Borrowers for direct application by the Borrowers solely to the repair or replacement of the Borrowers’ property so damaged or destroyed and (b) in all other circumstances, be held by the Agent as cash collateral for the Notes and the other obligations of the Borrowers under the Indenture.

9.             Maintenance of Collateral; Inspection; Compliance with Law.  The Borrowers will keep the Collateral in good order and repair in accordance with the terms of the Credit Agreement or, if the Credit Agreement is no longer in effect, will maintain, preserve and protect all property that is material to the conduct of their businesses and keep such property in good repair, working order and condition (ordinary wear and tear and casualty covered by insurance in compliance with this Agreement 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.  The Borrowers will pay promptly when due, subject to the terms of the Credit Agreement or, if the Credit Agreement is no longer in effect, subject to the terms of the Indenture, all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Security Agreement.  The Borrowers have at all times operated, and the Borrowers will continue to operate, their respective businesses in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended.

10.           Collateral Protection Expenses; Preservation of Collateral.

10.1.        Expenses Incurred by Agent.  In its discretion, and in accordance with the terms of the Credit Agreement, the Agent may (but in no event shall be obligated to) discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, make repairs thereto and pay any necessary filing fees.  The Borrowers agree to reimburse the Agent in accordance with the terms of the Credit Agreement for any and all expenditures so made.  The Agent shall have no obligation to the Borrowers to make any such expenditures, nor shall the making thereof relieve the Borrowers of any Event of Default (wherever used in this document, as defined in the Indenture).

11

10.2.        Agent’s Obligations and Duties.  Anything herein to the contrary notwithstanding, the Borrowers shall remain liable under each contract or agreement comprised in the Collateral to be observed or performed by the Borrowers thereunder in accordance with the terms thereof.  Neither the Agent nor any Holder shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Agent or any Holder of any payment relating to any of the Collateral, nor shall the Agent or any Holder be obligated in any manner to perform any of the obligations of the Borrowers under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent or any Holder in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent or any Holder may be entitled at any time or times.  The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under § 9-207 of the UCC, shall be to deal with such Collateral in the same manner as the Agent deals with similar property for its own account.  In executing this Security Agreement and in performance of its duties hereunder, the Agent shall be entitled to all of the benefits and protections afforded to the Agent under the Indenture.

11.           Securities and Deposits.  Upon the occurrence and during the continuance of an Event of Default (wherever used in this document, as defined in the Indenture), the Agent may at any time, subject to the terms of the Intercreditor Agreement, at its option, transfer to itself or any nominee any Securities or other Financial Asset constituting Collateral, receive any income thereon and hold such income as additional Collateral.  Subject to the terms of the Intercreditor Agreement, the Agent may demand, sue for, collect, or make any settlement or compromise which it deems desirable with respect to the Collateral.

12.           Notification to Account Debtors and Other Obligors.  If an Event of Default (wherever used in this document, as defined in the Indenture) shall have occurred and be continuing, the Borrowers shall at the request of the Agent and in accordance with the terms of the Indenture, notify Account Debtors on Accounts, Chattel Paper and General Intangibles of the Borrowers and obligors on Instruments for which the Borrowers are an obligee, of the security interest of the Agent in any Account, Chattel Paper, General Intangible or Instrument and that, subject to the terms of the Intercreditor Agreement and the Indenture, payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent ’s agent therefor, and the Agent may itself, if an Event of Default (wherever used in this document, as defined in the Indenture) shall have occurred and be continuing, without notice to or demand upon the Borrowers, so notify Account Debtors and obligors.  After the making of such a request or the giving of any such notification, the Borrowers shall hold any Proceeds of collection of Accounts, Chattel Paper, General Intangibles and Instruments received by the Borrowers as trustee for the Agent, for the benefit of the Agent and the Holders, without commingling the same with other funds of the Borrowers and shall, subject to the terms of the Intercreditor Agreement and the Indenture, turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments.  The Agent shall apply the Proceeds of collection of Accounts, Chattel Paper, General Intangibles and Instruments received by the Agent first to the Lender Indebtedness in accordance with the terms of the Intercreditor

12

Agreement and the Indenture and then to the Notes and other obligations of the Borrowers under the Indenture in accordance with the terms of the Indenture.

13.           Further Assurances.  Except with respect to leases, licenses and contracts entered into prior to the date hereof, the Borrowers, at their own expense, shall do, make, execute and deliver all such additional and further acts, things, deeds, assurances and Instruments as may be required by applicable law or as the Agent may require more completely to vest in and assure to the Agent and the Holders their respective rights hereunder or in any of the Collateral, including, without limitation, (a) delivering and, where appropriate, filing financing statements and continuation statements under the UCC, (b) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other applicable party referred to in §2.3, and (c) obtaining waivers from mortgagees and landlords.

14.           Power of Attorney.

14.1.        Appointment and Powers of Agent.  The Borrowers hereby irrevocably constitute and appoint the Agent and any officer or agent thereof, with full power of substitution, as their true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Borrowers or in the Agent’s own name, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and Instruments that may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Borrowers, without notice to or assent by the Borrowers, to do the following:

(a)           upon the occurrence and during the continuance of an Event of Default (wherever used in this document, as defined in the Indenture), subject to the terms of the Intercreditor Agreement, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the UCC fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do at the Borrowers’ expense, at any time, or from time to time, all acts and things which the Agent deems necessary to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order to effect the intent of this Security Agreement, all as fully and effectively as the Borrowers might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Borrowers, the exercise of voting rights with respect to voting Securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such Securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other Instruments of conveyance or transfer with respect to such Collateral; and

(b)           to file such financing statements with respect hereto, with or without the Borrowers’ signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Borrowers’ name such

13

financing statements and amendments thereto and continuation statements which may require the Borrowers’ signatures.

14.2.        Ratification by Borrowers.  To the extent permitted by law, the Borrowers hereby ratify all that said attorneys shall lawfully do or cause to be done by virtue hereof.  This power of attorney is a power coupled with an interest and shall be irrevocable.

14.3.        No Duty on Agent.  The powers conferred on the Agent hereunder are solely to protect the interests of the Agent and the Holders in the Collateral and shall not impose any duty upon the Agent to exercise any such powers.  The Agent shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the Borrowers for any act or failure to act, except for the Agent’ s own gross negligence or willful misconduct.

15.           Remedies.  If an Event of Default (wherever used in this document, as defined in the Indenture) shall have occurred and be continuing, without further action of the Agent or any Holder, and without notice to or demand upon the Borrowers, this Security Agreement shall also be in default, and the Agent, subject to the Intercreditor Agreement, shall thereafter have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the UCC, including, without limitation, the right to take possession of the Collateral, and for that purpose the Agent may, so far as the Borrowers can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom.  The Agent may in its discretion require the Borrowers to assemble all or any part of the Collateral at such location or locations within the state of the Borrowers’ principal office or at such other locations as the Agent may designate.  Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Agent shall give to the Borrowers at least ten (10) Business Days’ prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made.  Notwithstanding the foregoing sentence, the Borrowers hereby acknowledge that five (5) Business Days’ prior written notice of such sale or sales shall be reasonable notice.  In addition, the Borrowers waive any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Agent’s rights hereunder, including, without limitation, its right following an Event of Default (wherever used in this document, as defined in the Indenture) to take immediate possession of the Collateral and to exercise its rights with respect thereto.

16.           No Waiver, Etc.  The Borrowers waive demand, notice, protest, notice of acceptance of this Security Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description.  With respect to the Collateral, the Borrowers assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Agent may deem advisable.  The Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of

14

rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth in §9.2 of this Security Agreement.  The Agent and the Holders shall not be deemed to have waived any of its rights upon or under the Collateral unless such waiver shall be in writing and signed by the Agent and/or the Holders in accordance with the terms of the Indenture.  No delay or omission on the part of the Agent in exercising any right shall operate as a waiver of such right or any other right.  A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion.  All rights and remedies of the Agent with respect to the Collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time or at such times as the Agent deems expedient.

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

18.           Proceeds of Dispositions; Expenses.  The proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied first in accordance with the Intercreditor Agreement, and then in accordance with the Indenture. The Borrowers shall pay to the Agent, in accordance with the terms of the Indenture, any and all expenses, including reasonable attorneys’ fees and disbursements, incurred or paid by the Agent in protecting, preserving or enforcing the Holders’ rights under or in respect of the Notes or any of the Collateral.

19.           Overdue Amounts.  Until paid, all amounts due and payable by the Borrowers hereunder shall be a debt secured by the Collateral.

20.           Governing Law; Consent to Jurisdiction.  This Security Agreement is a contract made under, and shall be governed by and construed in accordance with, the law of the State of New York 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.  The Borrowers agree that any suit for the enforcement of this Security Agreement may be brought in the courts of the State of New York or any federal court sitting therein and consents to the non-exclusive jurisdiction of such court and to service of process in any such suit being made upon the Borrowers by mail at the address specified in §8.2 of the Credit Agreement.  The Borrowers hereby waive any objection that they may now or hereafter have to the venue of any such suit for any such court or that such suit is brought in an inconvenient court.

21.           Waiver of Jury Trial.  THE AGENT AND THE BORROWERS, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL,

15

KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY 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 SECURITY AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF THEM.  NEITHER THE AGENT NOR THE BORROWERS 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.

22.           Miscellaneous.  The headings of each section of this Security Agreement are for convenience only and shall not define or limit the provisions thereof.  This Security Agreement and all rights and obligations hereunder shall be binding upon the Borrowers and their respective successors and assigns, and shall inure to the benefit of the Agent, the Holders and their respective successors and assigns.  If any term of this Security Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Security Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein.  The Borrowers acknowledge receipt of a copy of this Security Agreement.

[Balance of page intentionally left blank; signature page follows.]

16

IN WITNESS WHEREOF, intending to be legally bound, the Borrowers have caused this Security Agreement to be duly executed as of the date first above written.

APCOA/STANDARD PARKING, INC.

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Executive Vice President, Chief Financial Officer, Treasurer

Organizational ID Number:	0923153
FEIN:	16-1171179

A-1 AUTO PARK, INC., a Georgia corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / Treasurer

Organizational ID Number:	H 809498
FEIN:	58-1336837

APCOA BRADLEY PARKING COMPANY, LLC, a Connecticut limited liability company

By:	APCOA/Standard Parking Inc., its sole member
By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Executive Vice President, Chief Financial Officer, Treasurer

Organizational ID Number:
FEIN:	06-1578221

17

APCOA CAPITAL CORPORATION, a Delaware corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President, Treasurer

Organizational ID Number:
FEIN:	06-1334158

APCOA LASALLE PARKING COMPANY, LLC, a Louisiana limited liability company

By:	APCOA/Standard Parking Inc., its Manager
By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Executive Vice President, Chief Financial Officer, Treasurer

Organizational ID Number:
FEIN:	36-4395464

CENTURY PARKING, INC., a California corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / Treasurer

Organizational ID Number:	C 0550262
FEIN:	95-2548427

18

EVENTS PARKING CO., INC., a Massachusetts corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Treasurer

Organizational ID Number:
FEIN:	04-3223993

EXECUTIVE PARKING INDUSTRIES, L.L.C., a Delaware limited liability company

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Treasurer

Organizational ID Number:
FEIN:	95-4607842

HAWAII PARKING MAINTENANCE, INC., a Hawaii corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / Treasurer

Organizational ID Number:	62218
FEIN:	94-3024538

19

METROPOLITAN PARKING SYSTEM, INC., a Massachusetts corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Treasurer

Organizational ID Number:
FEIN:	04-2607263

S & S PARKING, INC., a California corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / Treasurer

Organizational ID Number:	C 0912380
FEIN:	95-3400582

SENTINEL PARKING CO. OF OHIO, INC., an Ohio corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / Treasurer

Organizational ID Number:	623160
FEIN:	34-1535756

20

SENTRY PARKING CORPORATION, a California corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / Treasurer

Organizational ID Number:	C 0731834
FEIN:	95-3400582

STANDARD AUTO PARK, INC., an Illinois corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Treasurer

Organizational ID Number:	40247696
FEIN:	36-2439841

STANDARD PARKING CORPORATION, an Illinois corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Treasurer

Organizational ID Number:	51161866
FEIN:	36-2932936

21

STANDARD PARKING CORPORATION IL, an Illinois corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Treasurer

Organizational ID Number:	57262516
FEIN:	36-3880811

TOWER PARKING, INC., an Ohio corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / Treasurer

Organizational ID Number:	463819
FEIN:	31-0878291

VIRGINIA PARKING SERVICE, INC., a Virginia corporation

By:	/s/ G. Marc Baumann
Name:	G. Marc Baumann
Title:	Vice President / Treasurer

Organizational ID Number:	0141783-1
FEIN:	54-0919741

22

WILMINGTON TRUST COMPANY, as Agent

By:	/s/ James D. Nesci
Name:	James D. Nesci
Title:	Authorized Signer

23

SCHEDULE I TO

SECURITY AGREEMENT

The Company’s Chief Executive Office and Principal Place of Business:

900 North Michigan Avenue

Suite 1600

Chicago, Illinois 60611

Other Locations Where the Company Maintains a Place of Business:

201 St. Charles Avenue, Ste. 4208

New Orleans, LA 70170

707 Wilshire Boulevard, 35th Floor

Los Angeles, CA 90017

Two Copley Place, Ste. 300

Boston, MA 02116

50 West Broad Street, Ste. 1600

Columbus, OH 43215

911 Main Street, Ste. 700

Kansas City, MO 64105

3702 South Virginia Street, Ste. G-12-284

Reno, NV  89502

Pauahi Tower, Ste. 600

1001 Bishop Street

Honolulu, HI  96813

Tower at Erieview, Ste. 2150

1301 East Ninth Street

Cleveland, OH 44114

155  5th Avenue South, Ste. 575

Minneapolis, MN 55401

1625 Broadway, Ste. 860

Denver, CO  80202

24

The Guarantors’ Chief Executive Offices and Principal Places of Business:

A-1 Auto Park, Inc.	1718 Peachtree Street 25th Building South Tower, Suite 452 Atlanta, GA 30309
AP Holdings, Inc.	900 North Michigan Avenue, Ste. 1600 Chicago, IL 60611
APCOA Capital Corporation	900 North Michigan Avenue, Ste. 1600 Chicago, IL 60611
Century Parking, Inc.	707 Wilshire Boulevard, 35th Floor Los Angeles, CA 90017
Events Parking Co., Inc.	Two Copley Place, Ste. 300 Boston, MA 02116
Hawaii Parking Maintenance, Inc.	Pauahi Tower, Ste. 600 1001 Bishop Street Honolulu, HI 96813
Metropolitan Parking System, Inc.	Two Copley Place, Ste. 300 Boston, MA 02116
S & S Parking, Inc.	707 Wilshire Boulevard, 35th Floor Los Angeles, CA 90017
Sentinel Parking Co. of Ohio, Inc.	Tower at Erieview, Ste. 2150 1301 East 9th Street Cleveland, OH 44114-1899
Sentry Parking Corporation	707 Wilshire Boulevard, 35th Floor  Los Angeles, CA 90017
Standard Auto Park, Inc.	900 North Michigan Avenue, Ste. 1600 Chicago, IL 60611
Standard Parking Corporation	900 North Michigan Avenue, Ste. 1600 Chicago, IL 60611
Standard Parking Corporation IL	900 North Michigan Avenue, Ste. 1600 Chicago, IL 60611
Tower Parking, Inc.	Tower at Erieview, Ste. 2150 1301 East 9th Street Cleveland, OH 44114-1899
Virginia Parking Service, Inc.	700 Building 700 East Main Street, Ste. 804 Richmond, VA 23219
APCOA Bradley Parking Company, LLC	c/o Bradley International Airport Parking Garage Windsor Locks, CT 06096
APCOA LaSalle Parking Company, LLC	201 St. Charles Avenue, Ste. 4208 New Orleans, LA 70170
Executive Parking Industries, LLC	707 Wilshire Boulevard, 35th Floor Los Angeles, CA 90017

25

SCHEDULE II TO

SECURITY AGREEMENT

The Company:

Advanced Parking Technology

A-M Frontier Field Parking Company

APCOA

APCOA LaSalle Parking Company, LLC

APCOA Parking Venture I, Limited Partnership

APCOA Parking Venture III, Limited Partnership

APCOA, Inc.

APCOA/Bradley Parking Company, LLC

APCOA/Standard Parking

APCOA/Standard Parking Company

APCOA-GSP, L.P.

APCOA - S.R.P. Parking

APCOA-S.R.P. Parking V Joint Venture

APCOA-SRP Parking III

APCOA-SRP Parking Limited Partnership

APCOA-Washington Parking

Bradley Airport Parking Limited Partnership

Express Auto Park

Hopkins Park Air Express

Park Air Express

Park-Air Express

Penn-Ohio Park Air Express

Standard Parking

Standard Parking Corporation

Standard Parking, an APCOA/Standard Parking Company

Universal/Standard, L.L.C.

The Guarantors:

None.

26

SCHEDULE III TO

SECURITY AGREEMENT

The Company:

i.              Instruments – None

ii.Deposit Accounts – See Schedule 4.22 to the Credit Agreement

iii.            Investment Property – None

The Borrower owns the following Investment Property of the following Subsidiaries:

Issuer	Class of Shares/Membership Interests	Number of Shares Owned/Percentage of Membership Interest Owned
A-1 Auto Park, Inc.	Common	35,000
APCOA Capital Corporation	Common	100
Atrium Parking, Inc.	Common	10
Events Parking Co., Inc.	Common	100
Hawaii Parking Maintenance, Inc.	Common	100
Metropolitan Parking System, Inc.	Common	50
S & S Parking, Inc.	Common	1,000
Sentinel Parking Co. of Ohio, Inc.	Common	100
Standard Auto Park, Inc.	Common	7,840
Standard Parking Corporation	Common	1,010
Standard Parking of Canada Ltd.	Common	100
Standard Parking Corporation IL	Common	100
Tower Parking, Inc.	Common	500
Virginia Parking Service, Inc.	Common	2,000
APCOA LaSalle Parking Company, L.L.C.	Common	100	%
APCOA Bradley Parking Company, LLC	Common	100	%
APCOA Parking Venture V L.L.C.	Common	99	%
Executive Parking Industries, L.L.C.	Common	24	%

iv.            Letter-of-Credit Rights – None

v.             Chattel Paper - None

vi.            Documents - None

vii.           Commercial Tort Claims – None

The Guarantors :

27

i.              Instruments – None

ii.Deposit Accounts – The only deposit accounts are as follows:

Standard Parking Corporation

Account #	Name of Bank	Location
000682361400	Bank of America	Charlotte, North Carolina
356511005791	Key Bank	Cincinnati, Ohio
9440109816	Wells Fargo	Denver, Colorado
4496864224	Wells Fargo	San Francisco, California
32030414204	SunTrust	Alexandria, Virginia

Century Parking, Inc.

Account #	Name of Bank	Location
10713311	M & T	Rochester, New York
07043406	First Virginia Bank	Washington, DC
6191512919	Chase Bank	Greenwich, Connecticut

Metropolitan Parking System

Account #	Name of Bank	Location
20430928	Fleet Bank	Boston, Massachusetts

AP Holdings, Inc.

Account #	Name of Bank	Location
576749824	Firstar	Cleveland, Ohio
5800155581	LaSalle Bank	Chicago, Illinois

iii.            Investment Property –

Standard Parking Corporation owns the following Investment Property:

Issuer	Class of Shares/Membership Interests	Number of Shares Owned/Percentage of Membership Interest Owned
Sentry Parking Corporation	Common	500
Century Parking, Inc.	Common	9,000

S&S Parking, Inc. owns the following Investment Property:

28

Issuer	Class of Shares/Membership Interests	Number of Shares Owned/Percentage of Membership Interest Owned
Executive Parking Industries, LLC	Membership Interests	76	%

AP Holdings, Inc. owns the following Investment Property:

Issuer	Class of Shares	Number of Shares Owned
APCOA/Standard Parking, Inc.	Common	26.3
APCOA/Standard Parking, Inc.	Series C Preferred	40.7
APCOA/Standard Parking, Inc.	Series D Preferred	3,500

iv.            Letter-of-Credit Rights - None

v.             Chattel Paper - None

vi.            Documents - - None

vii.           Commercial Tort Claims - None

29

SCHEDULE IV TO

SECURITY AGREEMENT

The Company:

Toronto Administrative

101 Duncan Mill Road, Suite G8

North York, Ontario, Canada

M3B 1Z3

The Guarantors:

None.

30

SCHEDULE V TO

SECURITY AGREEMENT

None

31

SCHEDULE VI TO

SECURITY AGREEMENT

None

32

EX-23.1

Exhibit 23.1

Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 22, 2002, in the Registration Statement (Form S-4  No.                 ) and related Prospectus of APCOA/Standard Parking, Inc. for the exchange of up to $59,285,000 in aggregate principal amount of its registered notes for its outstanding unregistered notes.  We also consent to the incorporation by reference therein of our report dated March 22, 2002, with respect to the consolidated financial statements and schedule of APCOA/Standard Parking, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 2001 filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chicago, Illinois

April 10, 2002