10-Q

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

FORM 10-Q

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

For the quarterly period ended June 30, 2002

Commission file number: 333-50437

APCOA/STANDARD PARKING, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 16-1171179
(I.R.S. Employer
Identification No.)

900 N. Michigan Avenue
Chicago, Illinois 60611-1542
(Address of Principal Executive Offices, Including Zip Code)

(312) 274-2000
(Registrant's Telephone Number, Including Area Code)

Former name, address and fiscal year, if changed since last report:

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

        As of August 14, 2002, there were outstanding 31.3 shares of the issuer's common stock.

APCOA/STANDARD PARKING, INC.
FORM 10-Q INDEX

Part I. Financial Information
Item 1.	Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001	3
	Condensed Consolidated Statements of Operations for the three months ended June 30, 2002 and June 30, 2001 and for the six months ended June 30, 2002 and June 30, 2001	4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and June 30, 2001	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Part II. Other Information
Item 1.	Legal Proceedings	21
Item 5.	Other Information	21
Item 6.	Exhibits and Reports on Form 8-K	21
Signatures		22
Index to Exhibits		23

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

APCOA/STANDARD PARKING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share data)

		June 30, 2002			December 31, 2001
		(Unaudited)			(see Note)
ASSETS
Current assets:
	Cash and cash equivalents	$	7,213		$	7,602
	Notes and accounts receivable, net		40,738			40,276
	Prepaid expenses and supplies		1,037			1,194
Total current assets			48,988			49,072
Leaseholds and equipment, net			21,657			18,583
Advances and deposits			860			1,196
Cost in excess of net assets acquired			115,727			115,332
Intangible and other assets			7,250			8,051
	Total assets	$	194,482		$	192,234
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Accounts payable	$	26,621		$	34,620
	Accrued and other current liabilities		23,666			33,054
	Current portion of long-term borrowings		1,460			1,554
	Total current liabilities		51,747			69,228
Long-term borrowings, excluding current portion			162,021			173,703
Other long-term liabilities			14,788			12,658
Senior convertible preferred stock			43,245			—
Redeemable preferred stock			53,347			61,330
Common stock subject to put/call rights; 5.01 shares issued and outstanding			8,988			8,500
Common stockholders' deficit:
	Common stock, par value $1.00 per share; 3,000 shares authorized; 26.3 shares issued and outstanding		1			1
	Additional paid-in capital		15,222			11,422
	Accumulated other comprehensive loss		(521	)		(803	)
	Accumulated deficit		(154,356	)		(143,805	)
	Total common stockholders' deficit		(139,654	)		(133,185	)
Total liabilities and stockholders' deficit		$	194,482		$	192,234

See Notes to Condensed Consolidated Financial Statements.

Note: The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

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APCOA/STANDARD PARKING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, unaudited)

			Three Months Ended						Six Months Ended
			June 30, 2002			June 30, 2001			June 30, 2002			June 30, 2001
Parking services revenue:
	Lease contracts		$	36,877		$	41,815		$	71,716		$	83,088
	Management contracts			19,888			20,742			40,265			41,149
				56,765			62,557			111,981			124,237
	Reimbursement of management contract expense			88,552			87,145			175,455			174,358
		Total Revenue		145,317			149,702			287,436			298,595
Cost of parking services:
	Lease contracts			32,936			37,738			64,464			74,928
	Management contracts			10,262			10,393			21,222			20,844
				43,198			48,131			85,686			95,772
	Reimbursed management contract expenses			88,552			87,145			175,455			174,358
		Total cost of parking services		131,750			135,276			261,141			270,130
Gross profit				13,567			14,426			26,295			28,465
General and administrative expenses				7,476			8,085			15,196			16,616
Other special charges				1,243			—			1,451			—
Depreciation and amortization				2,073			2,885			3,482			5,614
Management fee-parent company				750			—			1,500			—
Operating income				2,025			3,456			4,666			6,235
Interest expense (income):
	Interest expense			4,076			4,679			7,992			9,341
	Interest income			(119	)		(215	)		(164	)		(433	)
				3,957			4,464			7,828			8,908
Loss before minority interest and income taxes				(1,932	)		(1,008	)		(3,162	)		(2,673	)
Minority interest				50			76			80			125
Income tax expense				134			95			249			195
Net loss				(2,116	)		(1,179	)		(3,491	)		(2,993	)
Preferred stock dividends				3,520			1,566			6,561			3,090
(Decrease) increase in fair value of common stock subject to put/call rights				245			(453	)		488			1,951
Net loss attributable to common stockholders			$	(5,881	)	$	(2,292	)	$	(10,540	)	$	(8,034	)

See Notes to Condensed Consolidated Financial Statements.

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APCOA/STANDARD PARKING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)

		Six Months Ended
		June 30, 2002			June 30, 2001
Operating activities:
Net loss		$	(3,491	)	$	(2,993	)
Adjustments to reconcile net loss to net cash used in operations:
	Depreciation and amortization		3,482			5,614
	Non-cash interest		645			—
	Change in operating assets and liabilities, net of acquisitions		3,894			(3,768	)
	Net cash provided by (used in) operating activities		4,530			(1,147	)
Investing activities:
Purchase of leaseholds and equipment			(490	)		(785	)
Purchase of leaseholds and equipment by joint ventures			(3	)		(8	)
Net cash used in investing activities			(493	)		(793	)
Financing activities:
Proceeds from long-term borrowings			—			6,050
Payments on long-term borrowings			(1,836	)		(782	)
Payments of debt issuance costs			—			(327	)
Payments on joint venture borrowings			(372	)		(424	)
Redemption of preferred stock			(2,500	)		—
Net cash provided (used in) by financing activities			(4,708	)		4,517
Effect of exchange rate on cash and cash equivalents			282			638
(Decrease) increase in cash and cash equivalents			(389	)		3,215
Cash and cash equivalents at beginning of period			7,602			3,539
Cash and cash equivalents at end of period		$	7,213		$	6,754
Non-cash investing Capital Leases		$	5,541			—
Supplemental disclosures:
Cash paid during the period for:
	Interest	$	9,154		$	8,535
	Taxes		322			413

See Notes to Condensed Consolidated Financial Statements.

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APCOA/STANDARD PARKING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002
(in thousands, unaudited)

1. Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements of APCOA/Standard Parking, Inc. ("APCOA/Standard" or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements.

        In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation of the financial position and results of operations have been included. Operating results for the six-month period ended June 30, 2002 are not necessarily indicative of the results that might be expected for any other interim period or the fiscal year ending December 31, 2002. The financial statements presented in this Report should be read in conjunction with the consolidated financial statements and footnotes thereto included in APCOA/Standard's 2001 Annual Report on Form 10-K filed March 29, 2002.

        Certain reclassifications have been made to the 2001 financial information to conform to the 2002 presentation.

2. Other Special Charges

        Included in "Other Special Charges" in the accompanying condensed consolidated statements of operations are the following:

		Six Months Ended
		June 30, 2002		June 30, 2001
		(Unaudited)
Cost associated with registration		$	528	$	—
Incremental integration costs and other		$	923		—
	Total other special charges	$	1,451		—

        The costs associated with registration for the period ended June 30, 2002, relate to professional fees incurred to register the 14% senior subordinated second lien notes. The costs associated with incremental integration costs and other include $257 for legal costs on terminated contracts, $300 for costs incurred for the debt reorganization of the parent company, $203 for cobra insurance costs of a prior subsidiary of the former parent company in accordance with ERISA requirements and $163 for retroactive rent and other adjustments. There were no special charges for the period ended June 30, 2001.

3. Exchange Offer

        On January 11, 2002, APCOA/Standard completed an unregistered exchange and recapitalization of a portion of its 9¹/4% Senior Subordinated Notes due 2008. APCOA/Standard received gross cash proceeds of $20.0 million and retired $91.1 million of its outstanding 9¹/4% Senior Subordinated Notes due 2008. In exchange, APCOA/Standard issued $59.3 million of 14% Senior Subordinated Second Lien Notes due 2006 and 3,500 shares of 18% Senior Convertible Redeemable Preferred Stock, with a face value of $35.0 million which is mandatorily redeemable on June 15, 2008. In conjunction with the

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exchange, the Company repaid $9.5 million of indebtedness under the Senior Credit Facility, paid $2.7 million in accrued interest relating to the $91.1 million of the 9¹/4% Senior Subordinated Notes due 2008 that were tendered, $9.7 million (including $1.3 million capitalized as debt issuance costs related to the amended and restated senior credit facility) in fees and expenses related to the exchange, which included a $3.0 million transaction advisory fee to AP Holdings, Inc. ("AP Holdings"), APCOA/Standard's parent company, and a repurchase of $1.5 million of redeemable preferred stock held by AP Holdings. The fees and expenses of $9.7 million related to the exchange and the amended and restated senior credit facility were provided for in the period ended December 31, 2001. The company repurchased $0.1 million of redeemable preferred stock held by AP Holdings on February 20, 2002 and $0.9 million on June 17, 2002.

        This exchange offer and recapitalization was 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.

        The accounting for this exchange under FAS 15 was as follows:

•

No gain was recognized by the Company 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.

        On April 10, 2002, the Company filed a registration statement on Form S-4 (SEC file no. 333-86008) to offer to exchange up to $59,295,000 in aggregate principal amount of its registered 14% Senior Subordinated Notes (including unregistered notes paid as interest on unregistered notes). The registration statement, which was amended on May 24, 2002, June 17, 2002 and June 26, 2002, was declared effective by the Commission on June 28, 2002. The prospectus was supplemented on July 8, 2002 to increase the maximum amount of notes subject to the exchange to $60,298,900, thereby covering the notes issued as interest paid on June 15, 2002. In connection with the exchange offer, which expired on August 9, 2002, all outstanding unregistered 14% Notes were exchanged for registered 14% Notes.

        Long-term borrowings as of June 30, 2002 includes $15.6 million of carrying value in excess of principal.

4. Credit Facility

        The Company entered into an amended and restated credit agreement as of January 11, 2002 with the LaSalle Bank National Association ("LaSalle") and Bank One, N.A., ("Bank One") (the lenders

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under its prior senior credit facility) that restructured its prior $40.0 million senior credit facility into a new senior credit facility. The new facility consists of a $25.0 million revolving credit facility provided by LaSalle, which will expire on March 10, 2004, and a $15.0 million term loan held by Bank One amortizing with $5.0 million due on December 31, 2002 and the remainder due on March 10, 2004. APCOA/Standard utilizes the revolving new facility to provide readily accessible cash for working capital purposes and general corporate purposes and to provide standby letters of credit. The revolving new facility provides for cash borrowings up to the lesser of $25.0 million or 80% of its eligible accounts receivable (as defined therein) and includes a letter of credit facility with a sublimit of $8.0 million (or such greater amount as LaSalle may agree to for letters of credit). The revolving new facility bears interest based, at the Company's option, either on LIBOR plus 3.75% or the Alternate Base Rate (as defined below) plus 1.50%. The Company may elect interest periods of 1, 2, or 3 months for LIBOR-based borrowings. The Alternate Base Rate is the higher of (i) the rate publicly announced from time to time by LaSalle as its "prime rate" and (ii) the overnight federal funds rates plus 0.50%. LIBOR will at all times be determined by taking into account maximum statutory reserves required (if any). The interest rate applicable to the term loan is a fixed rate of 13.0%, of which cash interest at 9.5% will be payable monthly in arrears and 3.5% will accrue without compounding and be payable on March 10, 2004 or earlier maturity, whether pursuant to any permitted prepayment acceleration or otherwise. The new senior credit facility includes covenants that limit the Company's ability to incur additional indebtedness, issue preferred stock or pay dividends and will contain certain other restrictions on its activities. It is secured by substantially all of its existing and future domestic subsidiaries' existing and after-acquired assets (including 100% of the stock of its existing and future domestic subsidiaries and 65% of the stock of its existing and future foreign subsidiaries), by a first priority pledge of all of the common stock of the Company owned by AP Holdings and by all other existing and after-acquired property of the parent company. The senior credit facility was amended effective as of June 17, 2002 and June 30, 2002. At June 30, 2002, the Company had $3.4 million of letters of credit outstanding under the new facility and borrowings against the new facility aggregated $27.5 million.

5. Subsidiary Guarantors

        Substantially all of the Company's direct or indirect wholly owned domestic subsidiaries, other than inactive subsidiaries, fully, unconditionally, jointly and severally guarantee the Company's 14% Senior Subordinated Second Lien Notes due December 15, 2006, its 9¹/4% Senior Subordinated Notes due 2008, and its senior credit facility. 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, inactive subsidiaries, and bankruptcy remote subsidiaries formed in connection with joint ventures, all of which are included in the consolidated

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financial statements. The following is summarized combined financial information for the Company, the guarantor subsidiaries of the Company and the non-guarantor subsidiaries of the Company:

		APCOA/Standard			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Total
Balance Sheet Data:
June 30, 2002
	Cash and cash equivalents	$	3,574		$	441		$	3,198		—		$	7,213
	Notes and accounts receivable		37,480			(233	)		3,491		—			40,738
	Current assets		41,928			256			6,804		—			48,988
	Leaseholds and equipment, net		14,307			4,680			2,670		—			21,657
	Cost in excess of net assets acquired, net		23,572			88,774			3,381		—			115,727
	Investment in subsidiaries		101,631			—			—		(101,631	)		—
	Total assets		185,784			97,188			13,141		(101,631	)		194,482
	Accounts payable		16,634			7,210			2,777		—			26,621
	Current liabilities		39,314			4,938			7,495		—			51,747
	Long-term borrowings, excluding current portion		159,817			—			2,204		—			162,021
	Senior convertible preferred stock		43,245			—			—		—			43,245
	Redeemable preferred stock		53,347			—			—		—			53,347
	Common stock subject to put/call rights		8,988			—			—		—			8,988
	Total stockholders' equity (deficit)		(123,918	)		84,252			1,643		(101,631	)		(139,654	)
	Total liabilities and stockholders' equity (deficit)		190,435			92,537			13,141		(101,631	)		194,482
December 31, 2001
	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

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Income Statement Data:
Six Months Ended June 30, 2002
	Parking Revenue	$	240,494		$	35,487		$	11,455		$	—	$	287,436
	Cost of parking services		223,639			27,970			9,532			—		261,141
	General and administrative expenses		2,000			13,064			132			—		15,196
	Other special charges		1,451			—			—			—		1,451
	Depreciation and amortization		2,169			887			426			—		3,482
	Management fee—parent company		1,500			—			—			—		1,500
	Operating income		9,734			(6,434	)		1,366			—		4,666
	Interest expense, net		7,671			(12	)		169			—		7,828
	Equity in earnings of subsidiaries		(5,708	)		—			—			5,708		—
	Net (loss) income		(3,491	)		(6,422	)		714			5,708		(3,491	)
Six Months Ended June 30, 2001
	Parking Revenue	$	242,365		$	44,580		$	11,650		$	—	$	298,595
	Cost of parking services		223,884			36,984			9,262			—		270,130
	General and administrative expenses		2,362			14,111			143			—		16,616
	Other special charges		—			—			—			—		—
	Depreciation and amortization		2,461			2,526			627			—		5,614
	Operating income		13,657			(9,041	)		1,619			—		6,235
	Interest expense, net		8,686			(79	)		301			—		8,908
	Equity in earnings of subsidiaries		(7,965	)		—			—			7,965		—
	Net (loss) income		(2,994	)		(9,067	)		1,103			7,965		(2,993	)
Cash Flow Data:
Six Months Ended June 30, 2002
Net cash provided by operating activities		$	(593	)	$	3,011		$	2,112		$	—	$	4,530
Investing activities:
	Purchase of leaseholds and equipment		548			(1,038	)		(3	)		—		(493	)
Net cash used in investing activities			548			(1,038	)		(3	)		—		(493	)
	Financing activities:
Payments on long-term borrowings			(1,836	)		—			—			—		(1,836	)
Payments on joint venture borrowings			(372	)		—			—			—		(372	)
Redemption of redeemable preferred stock			(2,500	)		—			—			—		(2,500	)
Net cash provided by financing activities			(4,708	)		—			—			—		(4,708	)
Effect of exchange rate changes			282			—			—			—		282

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Six Months Ended June 30, 2001
Net cash provided by (used in) operating activities		$	3,459		$	(2,028	)	$	(2,578	)	$	—	$	(1,147	)
Investing activities:
	Purchase of leaseholds and equipment		(444	)		(341	)		(8	)		—		(793	)
	Net cash used in investing activities		(444	)		(341	)		(8	)		—		(793	)
	Financing activities:
Proceeds from long-term borrowings			6,050			—			—			—		6,050
Payments on long-term borrowings			(782	)		—			—			—		(782	)
Payments on joint venture borrowings			(424	)		—			—			—		(424	)
Net cash provided by financing activities			4,517			—			—			—		4,517
Effect of exchange rate changes			638			—			—			—		638

6. Recently Issued Accounting Pronouncements

        In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets.

        On January 1, 2002, the Company adopted SFAS No. 141 and 142. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 and also includes guidance on the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. The initial adoption of SFAS No. 141 did not affect the Company's results of operations or its financial position.

        The adoption of SFAS No. 142 eliminates the amortization of goodwill beginning January 1, 2002, and instead requires that the goodwill be tested for impairment. Transitional impairment tests of goodwill made during the six months ended June 30, 2002 did not require adjustment to the carrying value of its goodwill. As of June 30, 2002, the Company's definite lived intangible assets of $3,283, net of accumulated amortization of $2,956, primarily consisting of non-compete agreements, continue to be amortized over their useful lives.

        Amortization expense for intangible assets during the six months ended June 30, 2002 was $290. Estimated amortization expense for the remainder of 2002 and the five succeeding fiscal years is as follows:

	Estimated Amortization Expense
2002 (remainder)	$	297
2003		587
2004		587
2005		570
2006		516
2007		516

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        Actual results of operations for the six months ended June 30, 2002 and the pro forma results of operations for the six months ended June 30, 2001 had we applied the non-amortization provisions of SFAS 142 in the prior period are as follows:

	For the six months ended June 30,
	2002			2001
	(Unaudited)
Net loss	$	(3,491	)	$	(2,993	)
Add: goodwill amortization		—			1,602
Adjusted net loss	$	(3,491	)	$	(1,391	)

        In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which supersedes both 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 Accounting Principles Board Opinion No. 30, Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions ("Opinion 30"), for the disposal of a segment of a business (as previously defined in that Opinion). SFAS No. 144 retains the fundamental provisions in SFAS No. 121 for recognizing and measuring impairment losses on long-lived assets held for use and long-lived assets to be disposed of by sale, while also resolving significant implementation issues associated with SFAS No. 121. For example, SFAS No. 144 provides guidance on how a long-lived asset that is used as part of a group should be evaluated for impairment, establishes criteria for when a long-lived asset is held for sale, and prescribes the accounting for a long-lived asset that will be disposed of other than by sale. SFAS No. 144 retains the basic provisions of Opinion 30 on how to present discontinued operations in the income statement but broadens that presentation to include a component of an entity (rather than a segment of a business). Unlike SFAS No. 121, SFAS No. 144 does not provide guidance on impairment of goodwill. Rather, goodwill is evaluated for impairment under SFAS No. 142, Goodwill and Other Intangible Assets. The Company adopted SFAS No. 144 on January 1, 2002, and there was no impact to the results of operations or its financial position upon adoption.

        During the second quarter ended June 30, 2002, the Company adopted a new accounting standard, Emerging Issues Task Force Issue No. 01-14 (EITF 01-14), which provides guidance regarding recognition as revenue costs incurred that are directly reimbursed by clients. This change has no impact on operating earnings or net earnings. Historically, expenses directly reimbursed under management agreements have been netted against the expense in the statement of operations. After review of EITF 01-14, management has concluded that these reimbursable expenses billed to the customer should be recorded as revenue and these items have been reclassified in all prior periods to conform to the new presentation. For the three month period ended June 30, 2002, the impact is an increase of $88.6 million in both revenue and expenses, as compared to $87.1 million for the three month period ended June 30, 2001. For the six month period ended June 30, 2002, the impact is an increase of $175.5 million in both revenue and expenses, as compared to $174.4 million for the six month period ended June 30, 2001.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

        APCOA/Standard Parking, Inc. ("APCOA/Standard" or the "Company") operates in a single reportable segment, operating parking facilities under two types of arrangements: management contracts and leases. Under a management contract, APCOA/Standard typically receives a base monthly fee for managing the property and may also receive a small incentive bonus based on the achievement of facility revenues above a base amount among other factors. In some instances, APCOA/Standard also receives certain fees for ancillary services. Under lease arrangements, APCOA/Standard generally pays to the property owner either a fixed annual rental, a percentage of gross customer collections or a combination thereof. APCOA/Standard collects all revenues under lease arrangements and is responsible for most operating expenses, but it is typically not responsible for major maintenance or capital expenditures. As of June 30, 2002, APCOA/Standard operated approximately 83% of its 1,953 parking facilities under management contracts and approximately 17% under leases.

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

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

        Reimbursement of management contract expenses.    Reimbursement of management contract expenses consists of the direct reimbursement from the property owner for operating expenses incurred under a management contract.

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

        Cost of parking services—management contracts.    The cost of parking services under a management contract is generally passed through to the facility owner. As a result, these costs are included in reimbursed management contract expense. Several APCOA/Standard contracts, which are referred to as reverse management contracts, however, require APCOA/Standard to pay for certain costs that are offset by larger management fees.

        Reimbursed management contract expense.    Reimbursed management contract expense consists of the costs incurred on behalf of the property owner for operating expenses that are directly reimbursed under a management contract.

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

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Summary of Operating Facilities

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

		June 30, 2002	December 31, 2001	June 30, 2001
Managed facilities		1,629	1,611	1,575
Leased facilities		324	328	356
	Total facilities	1,953	1,939	1,931

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

Results of Operations

        In analyzing the gross margins of APCOA/Standard, it should be noted that the cost of parking services for parking facilities under management contracts incurred in connection with the provision of management services is generally paid by its clients. Several management contracts, however, which are referred to as reverse management contracts, require the Company 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 in 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 the Company's business at all of the 74 airports that it operates 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 its 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 decline of 5.2% for the month of June 2002 as compared to the same period in the prior year. The Company does not know what the lasting effect of the September 11th 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 transportation market represented approximately 21% of the Company's 2001 annual gross profit.

        The following should be read in conjunction with the condensed consolidated financial statements.

Three Months ended June 30, 2002 Compared to Three Months ended June 30, 2001

        Parking services revenue—lease contracts.    Lease contract revenue decreased $4.9 million, or 11.8%, to $36.9 million in the second quarter of 2002, compared to $41.8 million in the second quarter of 2001. This decrease resulted from the net reduction of 32 leases through contract expirations and the downturn in general economic conditions.

        Parking services revenue—management contracts.    Management contract revenue decreased $0.9 million, or 4.1%, to $19.9 million in the second quarter of 2002, compared to $20.7 million in the second quarter of 2001. This decrease resulted from the net addition of 54 management contracts through internal growth, which was offset by the negative economic impact on our reverse management contracts.

        Reimbursement of management contract expenses.    Reimbursement of management contract expenses increased $1.5 million to $88.6 million for the second quarter of 2002, compared to

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$87.1 million for the second quarter of 2001. The increase resulted from additional reimbursements for costs incurred on the behalf of owners.

        Cost of parking services—lease contracts.    Cost of parking services for lease contracts decreased $4.8 million, or 12.7%, to $32.9 million for the second quarter of 2002, compared to $37.7 million in the second quarter of 2001. This decrease resulted primarily from the net reduction of 32 leases through terminations and contract expirations. Gross margin for lease contracts increased to 10.7% for the second quarter of 2002 compared to 9.8% for the second quarter of 2001. This increase in gross margin resulted from improvement in operating expenses.

        Cost of parking services—management contracts.    Cost of parking services for management contracts decreased $0.1 million, or 1.3%, to $10.3 million for the second quarter of 2002, compared to $10.4 million in the second quarter of 2001. This decrease resulted primarily from the reduction of expenses related to reverse management contracts. Gross margin for management contracts declined to 48.4% in the second quarter of 2002 compared to 49.9% for the second quarter of 2001. Most management contracts have no cost of parking services related to them, as all costs are reimbursable to the Company. However, several contracts, which are referred to as reverse management contracts, require the Company to pay for certain costs that are offset by larger management fees. The decrease in gross margin for management contracts was related to the negative economic impact affecting airport travel volumes on these types of contracts.

        Reimbursed management contract expense.    Reimbursed management contract expense increased $1.5 million to $88.6 million for the second quarter of 2002, compared to $87.1 million for the second quarter of 2001. The increase resulted from additional costs incurred on the behalf of owners.

        General and administrative expenses.    General and administrative expenses decreased $0.6 million, or 7.5%, to $7.5 million for the second quarter of 2002, as compared to $8.1 million for the second quarter of 2001. This decrease resulted from cost savings, staff reductions and operating efficiencies.

        Other special charges.    The Company recorded $1.2 million of other special charges in the second quarter of 2002, as compared to no charges in the second quarter of 2001. The 2002 special charges relate primarily to legal costs incurred for the registration of the 14% senior subordinated second lien notes, costs related to terminated contracts, parent company debt reorganization, COBRA insurance costs of a prior subsidiary of our former parent in accordance with ERISA requirements, retroactive rent adjustments and other items. (see Note 3 of Item 1).

        Management fee—parent company.    The Company recorded $0.7 million of management fee in the second quarter of 2002, to our parent company, AP Holdings, pursuant to the Company's management agreement with AP Holdings. The actual payment of the management fee is determined by the terms and conditions as set forth in the senior credit facility. There was no management fee in the second quarter of 2001.

Six Months ended June 30, 2002 Compared to Six Months ended June 30, 2001

        Parking services revenue—lease contracts.    Lease contract revenue decreased $11.4 million, or 13.7%, to $71.7 million in the first six months of 2002, compared to $83.1 million in the first six months of 2001. This decrease resulted from the net reduction of 32 leases through contract expirations and the downturn in general economic conditions.

        Parking services revenue—management contracts.    Management contract revenue decreased $0.9 million, or 2.2%, to $40.3 million in the first six months of 2002, compared to $41.1 million in the first six months of 2001. This decrease resulted from the net addition of 54 management contracts through internal growth, which was offset by the negative economic impact on our reverse management contracts.

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        Reimbursement of management contract expenses.    Reimbursement of management contract expenses increased $1.1 million to $175.5 million for the first six months of 2002, compared to $174.4 million for the first six months of 2001. The increase resulted from additional reimbursements for costs incurred on the behalf of owners.

        Cost of parking services—lease contracts.    Cost of parking services for lease contracts decreased $10.5 million, or 14.0%, to $64.5 million for the first six months of 2002, compared to $74.9 million in the first six months of 2001. This decrease resulted primarily from the net reduction of 32 leases through terminations and contract expirations. Gross margin for lease contracts increased to 10.1% for the first six months of 2002 compared to 9.8% for the first six months of 2001. This increase in gross margin resulted from improvement in operating expenses.

        Cost of parking services—management contracts.    Cost of parking services for management contracts increased $0.4 million, or 1.8%, to $21.2 million for the first six months of 2002, compared to $20.9 million in the first six months of 2001. This increase resulted primarily from the net addition of 54 management contracts through internal growth. Gross margin for management contracts declined to 47.3% in the first six months of 2002 compared to 49.3% for the first six months of 2001. Most management contracts have no cost of parking services related to them, as all costs are reimbursable to the Company. However, several contracts, which are referred to as reverse management contracts, require the Company to pay for certain costs that are offset by larger management fees. The decrease in gross margin for management contracts was related to the negative economic impact affecting airport travel volumes on these types of contracts.

        Reimbursed management contract expense.    Reimbursed management contract expense increased $1.1 million to $175.5 million for the first six months of 2002, compared to $174.4 million for the first six months of 2001. The increase resulted from additional costs incurred on the behalf of owners.

        General and administrative expenses.    General and administrative expenses decreased $1.4 million, or 8.6%, to $15.2 million for the first six months of 2002, as compared to $16.6 million for the first six months of 2001. This decrease resulted from cost savings, staff reductions and operating efficiencies.

        Other special charges.    The Company recorded $1.5 million of other special charges in the first six months of 2002, as compared to no charges in the first six months of 2001. The 2002 special charges relate primarily to legal costs incurred for the registration of the 14% senior subordinated second lien notes, costs related to terminated contracts, parent company debt reorganization, insurance costs in accordance with ERISA requirements, retroactive rent adjustments and other items. (see Note 3 of Item 1).

        Management fee—parent company.    The Company recorded $1.5 million of management fee in the first six months of 2002 to our parent company, AP Holdings, pursuant to the Company's management agreement with AP Holdings. The actual payment of the management fee is determined by the terms and conditions as set forth in the senior credit facility. There was no management fee in the first six months of 2001.

Liquidity and Capital Resources

        On January 11, 2002, the Company completed a restructuring of its publicly issued debt. The Company exchanged $91.1 million of its outstanding 9¹/4% notes due 2008 for $59.3 million of the Company's newly issued 14% senior subordinated second lien notes due 2006 and shares of the Company's newly issued Series D preferred stock. As part of these transactions, the Company also received $20.0 million in cash. The cash was used to repay borrowings under the Company's old credit facility, repurchase shares of existing redeemable Series C preferred stock owned by our parent

16

company and pay expenses incurred in connection with the restructuring transactions (including approximately $3.0 million to our parent company as a transaction advisory fee).

        The Company entered into an amended and restated credit agreement as of January 11, 2002 with the LaSalle Bank National Association ("LaSalle") and Bank One, N.A., ("Bank One") (the lenders under its prior senior credit facility) that restructured its prior $40.0 million senior credit facility into a new senior credit facility. The new facility consists of a $25.0 million revolving credit facility provided by LaSalle, which will expire on March 1, 2004 and a $15.0 million term loan held by Bank One amortizing with $5.0 million due on December 31, 2002 and the remainder due on March 10, 2004. APCOA/Standard utilizes the revolving new facility to provide readily accessible cash for working capital purposes and general corporate purposes and to provide standby letters of credit. The revolving new facility provides for cash borrowings up to the lesser of $25.0 million or 80% of its eligible accounts receivable (as defined therein) and includes a letter of credit facility with a sublimit of $8.0 million (or such greater amount as LaSalle may agree to for letters of credit). The revolving new facility bears interest based, at the Company's option, either on LIBOR plus 3.75% or the Alternate Base Rate (as defined below) plus 1.50%. The Company may elect interest periods of 1, 2, or 3 months for LIBOR-based borrowings. The Alternate Base Rate is the higher of (i) the rate publicly announced from time to time by LaSalle as its "prime rate" and (ii) the overnight federal funds rates plus 0.50%. LIBOR will at all times be determined by taking into account maximum statutory reserves required (if any). The interest rate applicable to the term loan is a fixed rate of 13.0%, of which cash interest at 9.5% will be payable monthly in arrears and 3.5% will accrue without compounding and be payable on March 10, 2004 or earlier maturity, whether pursuant to any permitted prepayment acceleration or otherwise. The new senior credit facility includes covenants that limit the Company's ability to incur additional indebtedness, issue preferred stock or pay dividends and will contain certain other restrictions on its activities. It is secured by substantially all of its 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 its existing and future foreign subsidiaries), by a first priority pledge of all of the common stock of the Company owned by AP Holdings and by all other existing and after-acquired property of the parent company. The senior credit facility was amended effective as of June 17, 2002 and June 30, 2002, at June 30, 2002, the Company had $3.4 million of letters of credit outstanding under the new facility and borrowings against the new facility aggregated $27.5 million.

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

        Gross daily collections are collected by APCOA/Standard and deposited into banks in one of three methods, which impact the Company's investment in working capital: (i) locations with revenues deposited into APCOA/Standard's bank accounts reduce the Company's investment in working capital, (ii) locations that have segregated accounts generally require no investment in working capital and (iii) accounts where the revenues are deposited into the clients' accounts increase the Company's investment in working capital. The Company's average investment in working capital depends on its contract mix. For example, an increase in contracts that required all cash deposited in the Company's bank accounts reduces its investment in working capital and improves its liquidity. During the period of January 1, 2002 to June 30, 2002, there was no material decrease in these types of contracts.

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

        The Company is required under certain contracts to provide performance bonds. These bonds are renewed on an annual basis. The market for performance bonds has been severely impacted by the events of September 11th 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 July 31, 2002, the Company provided $4.7 million in letters of credit to collateralize its current performance bond program. The Company expects that it will have to provide additional collateral as the current bonds reach their respective expiration dates. While the Company expects that it will be able to provide sufficient collateral, given the market conditions, there can be no assurance that the Company will be able to do so.

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

        There can be no assurance that the Company's cash flow from operations, combined with additional borrowings under the senior credit facility and any future credit facility, will be available in an amount sufficient to enable the Company to repay its indebtedness, including the 9¹/4% notes or the 14% notes, or to fund our other liquidity needs or planned capital expenditures. The Company has significant indebtedness. At June 30, 2002, the Company had indebtedness under the 9¹/4% notes, the 14% notes, the senior credit facility, joint venture debentures, capital lease obligations, and other asset financing totaling approximately $146.4 million, including the Company's borrowings against its senior credit facility that aggregated $27.5 million. The Company may need to refinance all or a portion of our indebtedness, including the senior credit facility and possibly including the 14% notes, on or before their respective maturities. There can be no assurance that the Company will be able to refinance any of its indebtedness, including the senior credit facility and the 14% notes, on commercially reasonable terms or at all.

        The Company has lease commitments of $28.0 for fiscal 2002. The leased properties generate sufficient cash flow to meet the base rent payment. In April 2002, the company entered into a $5.5 million capital lease arrangement for its leased vehicle program. The lease commitment for fiscal 2002 is approximately $2.3 million.

        The Company had cash and cash equivalents of $7.2 million at June 30, 2002, compared to $7.6 million at December 31, 2001.

Six Months ended June 30, 2002 Compared to Six Months ended June 30, 2001

        Net cash provided by operating activities totaled $4.5 million in the first six months of 2002 compared to net cash used in operating activities of $1.1 million in the first six months of 2001. Cash provided during 2002 included a $1.1 million increase in other liabilities and $20.0 million from the exchange (see note 3 of Item 1), which were offset by the payment of $9.0 million in fees and expenses related to the exchange (that had been provided at December 31, 2001), a decrease in accounts payable of $8.0 million, an increase in accounts receivable of $0.5 million and $7.1 million in interest payments on the senior subordinated notes and the senior subordinated second lien notes. Net cash used in the first six months of 2001 included a $0.2 million increase in accounts receivable, a $1.2 million decrease

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in accounts payable, a $3.8 million decrease in other liabilities due primarily to the $6.5 million interest payment on the senior subordinated notes, which was partially offset by a $1.5 million decrease in prepaid and other assets.

        Cash used in investing activities totaled $0.5 million for the first six months of 2002 compared to $0.8 million for the first six months of 2001. Cash used in investing for the first six months of 2002 and the first six months of 2001 resulted from capital purchases to secure and/or extend leased facilities and investments in management information system enhancements.

        Cash used in financing activities totaled $4.7 million in the first six months of 2002 compared to cash provided by financing activities of $4.5 million for the first six months of 2001. The 2002 first six months activity included $1.1 million in payments on the senior credit facility, $2.5 million in redemption of redeemable preferred stock (see note 3 of Item 1), $0.7 million in payments of capital lease obligations and repayments on joint venture borrowings of $0.4 million. Cash provided by financing activities for the first six months of 2001 included $6.1 million in borrowings from the senior credit facility, offset by repayments on long-term and joint venture borrowings of $1.2 million, as well as payments of debt issuance costs of $0.3 million.

Special Cautionary Notice Regarding Forward-Looking Statements

        In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as in this Quarterly Report generally. You should carefully review the risks described in this Quarterly Report as well as the risks described in other documents filed by the Company and from time to time with the Securities and Exchange Commission. In addition, when used in this Quarterly Report, the words "anticipates," "plans," "believes," "estimates," and "expects" and similar expressions are generally intended to identify forward-looking statements. Such statements are subject to a number of risks and uncertainties. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by the Company or these forward-looking statements. The Company undertakes no obligation to revise these forward-looking statements to reflect any future events or circumstances.

Cautionary Statements

        The Company continues to be subject to certain factors that could cause the Company's results to differ materially from expected and historical results (see the "Risk Factors" set forth in the Company's Registration Statement on Form S-4 (No. 333-86008) filed on April 10, 2002 (the "Registration Statement"), and the Company's 2001 Form 10-K filed on March 29, 2002.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rates

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

        The Company entered into a $25.0 million revolving variable rate senior credit facility in January 2002 (see note 4 of Item 1). Interest expense on such borrowing is sensitive to changes in the market rate of interest. If the Company were to borrow the entire $25.0 million available under the facility, a 1% increase in the average market rate would result in an increase in the Company's annual interest expense of $0.3 million.

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

Foreign Currency Risk

        The Company's exposure to foreign exchange risk is minimal. All foreign investments are denominated in U.S. dollars, with the exception of Canada. The Company has approximately CAN$4.5 million of cash and no Canadian dollar denominated debt instruments at June 30, 2002. The Company does not hold any hedging instruments related to foreign currency transactions. The Company monitors foreign currency positions and may enter into certain hedging instruments in the future should it determine that exposure to foreign exchange risk has increased.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 5. Other Information

        On April 10, 2002, the Company filed a registration statement on Form S-4 (SEC file no. 333-86008) to offer to exchange up to $59,295,000 in aggregate principal amount of its registered 14% Senior Subordinated Notes (including unregistered notes paid as interest on unregistered notes). The registration statement, which was amended on May 24, 2002, June 17, 2002 and June 26, 2002, was declared effective by the Commission on June 28, 2002. The prospectus was supplemented on July 8, 2002 to increase the maximum amount of notes subject to the exchange to $60,298,900, thereby covering the notes issued as interest paid on June 15, 2002. In connection with the exchange offer, which expired on August 9, 2002, all outstanding unregistered 14% Notes were exchanged for registered 14% Notes.

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits

Exhibit Number	Description
3.1	Certificate of Incorporation of Standard Parking Corporation IL.
3.2	By-Laws of Standard Parking Corporation IL.
3.3	Certificate of Incorporation of Tower Parking, Inc.
3.4	By-Laws of Tower Parking, Inc.
3.5	Certificate of Incorporation of Virginia Parking Service, Inc.
3.6	By-Laws of Virginia Parking Service, Inc.
10.1	Amendment No. 2 to the Amended and Restated Senior Credit Agreement by and among the Company, LaSalle Bank National Association and Various Financial Institutions, dated June 30, 2002.

b)

Reports on Form 8-K

None.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	APCOA/Standard Parking, Inc.
Dated: August 14, 2002	By:	/s/  DANIEL R. MEYER Daniel R. Meyer Senior Vice President, Corporate Controller/ Assistant Treasurer (Principal Accounting Officer and Duly Authorized Officer)

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INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Certificate of Incorporation of Standard Parking Corporation IL.
3.2	By-Laws of Standard Parking Corporation IL.
3.3	Certificate of Incorporation of Tower Parking, Inc.
3.4	By-Laws of Tower Parking, Inc.
3.5	Certificate of Incorporation of Virginia Parking Service, Inc.
3.6	By-Laws of Virginia Parking Service, Inc.
10.1	Amendment No. 2 to the Amended and Restated Senior Credit Agreement by and among the Company, LaSalle Bank National Association and Various Financial Institutions, dated June 30, 2002.

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QuickLinks

APCOA/STANDARD PARKING, INC. FORM 10-Q INDEX

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

APCOA/STANDARD PARKING, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except for share data)
APCOA/STANDARD PARKING, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, unaudited)
APCOA/STANDARD PARKING, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited)
APCOA/STANDARD PARKING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2002 (in thousands, unaudited)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk

PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K

SIGNATURES
INDEX TO EXHIBITS

EX-3.1

                                                                     Exhibit 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                         STANDARD PARKING CORPORATION IL

         The undersigned, a natural person, for the purposes of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known and referred to as
the "DGCL"), hereby certifies that:

                                        I

         The name of the corporation is Standard Parking Corporation IL.

                                       II

         The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, DE 19801. The name of the registered
agent at such address is The Corporation Trust Company.

                                       III

         The nature of the business to be conducted or promoted is to engage in
any lawful act or activity for which corporations may be organized under the
DGCL.

                                       IV

         The total number of shares of all classes of stock that the Corporation
is authorized to issue is one thousand (1,000) shares of Common Stock, par value
of $0.01 per share.

                                        V

         The name and the mailing address of the sole incorporator is as
follows:

                           NAME                         MAILING ADDRESS

                  Deborah K. Openshaw               Sachnoff & Weaver, Ltd.
                                                    30 South Wacker Drive
                                                    Suite 2900
                                                    Chicago, Illinois 60606

                                       VI

         The business and affairs of the Corporation shall be managed by or
under the direction of a board of directors. The number of directors of the
Corporation shall be as specified in the



Bylaws of the Corporation, but such number may from time to time be increased or
decreased in such manner as may be prescribed by the Bylaws. In no event shall
the number of directors be less than the minimum prescribed by law. The election
of directors need not be by ballot. Directors need not be stockholders.

                                       VII

         In furtherance and not in limitation of the power conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the Bylaws of the Corporation.

                                      VIII

         No stockholder of the Corporation shall by reason of holding shares of
any class of stock have any cumulative voting right.

                                       IX

         A director of the Corporation shall not, in the absence of fraud, be
disqualified by his or her office from dealing or contracting with the
Corporation either as a vendor, purchaser or otherwise, nor in the absence of
fraud shall a director of the Corporation be liable to account to the
Corporation for any profit realized by the director from or through any
transaction or contract of the Corporation by reason of the fact that the
director, or any firm of which he or she is a member or any corporation of which
he or she is an officer, director or stockholder, was interested in such
transaction or contract if such transaction or contract has been authorized,
approved or ratified in a manner provided in the DGCL for authorization,
approval or ratification of transactions or contracts between the Corporation
and one or more of its directors or officers or between the Corporation and any
other corporation, partnership, association or other organization in which one
or more of its directors or officers are directors or officers or have a
financial interest.

                                        X

         Meetings of stockholders may be held within or without the State of
Delaware as the Bylaws may provide. The books of the Corporation may be kept
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors of the Corporation or in the Bylaws of
the Corporation. Election of directors need not be by written ballot unless the
Bylaws of the Corporation so provide.

                                       XI

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the DGCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of

                                       2



Section 279 of the DGCL order a meeting of the creditors or class of creditors
and/or the stockholders or class of stock of the Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing two-thirds the value of the creditors or class of creditors
and/or the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement or to any reorganization of
this Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement of the said reorganization shall, if sanctioned by the
Court to which the said application has been made, be binding on all the
creditors or class of creditors and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

                                       XII

         A.       INDEMNIFICATION OF OFFICERS AND DIRECTORS:  The Corporation
shall:

                  (a) indemnify, to the fullest extent permitted by the DGCL,
         any person who was or is a party or is threatened to be made a party to
         any threatened, pending or completed action, suit or proceeding,
         whether civil, criminal, administrative or investigative (other than an
         action by or in the right of the Corporation) by reason of the fact
         that such person is or was a director or an officer of the Corporation,
         or is or was serving at the request of the Corporation as a director or
         officer of another corporation, partnership, joint venture, trust or
         other enterprise, or, if such person has previously been designated for
         indemnification by the resolution of the Board of Directors, an
         employee or agent of the Corporation, against 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 if such person acted in good faith and in a
         manner such person reasonably believed to be in or not opposed to the
         best interest of the Corporation, and, with respect to any criminal
         action or proceeding, had no reasonable cause to believe such person's
         conduct was unlawful. The termination of any action, suit or proceeding
         by judgment, order, settlement, conviction or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which such person reasonably believed to be in or not opposed to the
         best interests of the Corporation, and, with respect to any criminal
         action or proceeding, had reasonable cause to believe that such
         person's conduct was unlawful; and

                  (b) indemnify any person who was or is a party or is
         threatened to be made a party to any threatened, pending or completed
         action or suit by or in the right of the Corporation to procure a
         judgment in its favor by reason of the fact that such person is or was
         a director or an officer, or is or was serving at the request of the
         Corporation as a director or officer of another corporation, joint
         venture, trust or other enterprise, or, if such person has previously
         been designated for indemnification by the resolution of the Board of
         Directors, an employee or agent of the Corporation, against expenses
         (including attorneys' fees) actually and reasonably incurred by each
         person in connection with the

                                       3


         defense or settlement of such action or suit if such person acted in
         good faith and in a manner such person reasonably believed to be in or
         not opposed to the best interests of the Corporation and except that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable to the
         Corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper; and

                  (c) indemnify, to the extent that a present or former director
         or officer has been successful on the merits or otherwise in defense of
         any action, suit or proceeding referred to in Article XII.A. (a) and
         (b), or in defense of any claim, issue or matter therein, any such
         present or former director or officer against expenses (including
         attorneys' fees) actually and reasonably incurred by such person in
         connection therewith; and

                  (d) make any indemnification under Article XII.A. (a) and (b)
         (unless ordered by a court) only as authorized in the specific case
         upon a determination that indemnification of the director, officer,
         employee or agent is proper in the circumstances because such director,
         officer, employee or agent has met the applicable standard of conduct
         set forth in Article XII.A. (a) and (b). Such determination shall be
         made (1) by the Board of Directors by a majority vote of a quorum
         consisting of directors who were not parties to such action, suit or
         proceeding, or (2) if such a quorum is not obtainable, or, even if
         obtainable a quorum of disinterested directors so directs, by
         independent legal counsel in a written opinion, or (3) by the
         stockholders of the Corporation; and

                  (e) pay expenses incurred by a director or an officer in
         defending a civil or criminal action, suit or proceeding in advance of
         the final disposition of such action, suit or proceeding upon receipt
         of an undertaking by or on behalf of such director or officer to repay
         such amount if it shall ultimately be determined that such director or
         officer is not entitled to be indemnified by the Corporation as
         authorized in this Article XII. Notwithstanding the foregoing, the
         Corporation shall not be obligated to pay expenses incurred by a
         director or an officer with respect to any threatened, pending, or
         completed claim, suit or action, whether civil, criminal,
         administrative, investigative or otherwise ("Proceedings") initiated or
         brought voluntarily by a director or an officer and not by way of
         defense (other than Proceedings brought to establish or enforce a right
         to indemnification under the provisions of this Article XII unless a
         court of competent jurisdiction determines that each of the material
         assertions made by the director or officer in such proceeding were not
         made in good faith or were frivolous). The Corporation shall not be
         obligated to indemnify the director or officer for any amount paid in
         settlement of a Proceeding covered hereby without the prior written
         consent of the Corporation to such settlement; and

                  (f) not deem the indemnification and advancement of expenses
         provided by, or granted pursuant to, the other subsections of this
         Article XII exclusive of any other

                                       4


         rights to which those seeking indemnification or advancement of
         expenses may be entitled under any bylaw, agreement, vote of
         stockholders or disinterested directors or otherwise, both as to action
         in such director's or officer's official capacity and as to action in
         another capacity while holding such office; and

                  (g) have the right, authority and power to purchase and
         maintain insurance on behalf of any person who is or was a director,
         officer, employee or agent of the Corporation, or is or was serving at
         the request of the Corporation as a director, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise against any liability asserted against such person and
         incurred by such person in any such capacity, or arising out of such
         person's status as such, whether or not the Corporation would have the
         power to indemnify such person against such liability under the
         provisions of this Article XII; and

                  (h) deem the provisions of this Article XII to be a contract
         between the Corporation and each director, or appropriately designated
         officer, employee or agent who serves in such capacity at any time
         while this Article XII is in effect and any repeal or modification of
         this Article XII shall not affect any rights or obligations then
         existing with respect to any state of facts then or theretofore
         existing or any action, suit or proceeding theretofore or thereafter
         brought or threatened based in whole or in part upon such state of
         facts. The provisions of this Article XII shall not be deemed to be a
         contract between the Corporation and any directors, officers, employees
         or agents of any other Corporation (the "Second Corporation") which
         shall merge into or consolidate with this Corporation when this
         Corporation shall be the surviving or resulting Corporation, and any
         such directors, officers, employees or agents of the Second Corporation
         shall be indemnified to the full extent permitted under the DGCL only
         at the discretion of the Board of Directors of this Corporation; and

                  (i) continue the indemnification and advancement of expenses
         provided by, or granted pursuant to, this Article XII, unless otherwise
         provided when authorized or ratified, as to a person who has ceased to
         be a director, officer, employee or agent of the Corporation and such
         rights shall inure to the benefit of the heirs, executors and
         administrators of such a person.

         B.       ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS: No director of
the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's 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) under
Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the DGCL is amended to authorize the further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended DGCL.
Any repeal or modification of this Article XII by the stockholders of the
Corporation shall be prospective only, and shall not adversely

                                       5


affect any limitation on the personal liability of a director of the Corporation
existing at the time of such repeal or modification.

                                      XIII

         The Board of Directors of the Corporation may adopt a resolution
proposing to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute.

         IN WITNESS WHEREOF, I have hereunto set my hand on June 20, 2002.


                                              /s/ DEBORAH K. OPENSHAW
                                              -------------------------------
                                                     Deborah K. Openshaw
                                                      Sole Incorporator

                                       6

EX-3.2

                                                                     Exhibit 3.2

                                     BYLAWS
                                       OF
                         STANDARD PARKING CORPORATION IL





                                    ARTICLE 1

                                     OFFICES

         The principal office of the Corporation may be, within or without the
State of Delaware as the business of the Corporation may require from time to
time.

         The registered office of the Corporation required by the General
Corporation Law of Delaware to be maintained in the State of Delaware shall be
1209 Orange Street, Wilmington, Delaware, County Of New Castle. The name of the
registered agent of the Corporation in Delaware shall be CT Corporation System.

                                    ARTICLE 2

                                  STOCKHOLDERS

         SECTION 2.1. ANNUAL MEETING. The annual meeting of the stockholders
shall be held on March 1st of each year (beginning with the year 2003), or on
such other date as determined by the Board of Directors, at such hour as shall
be designated in the notice of the meeting for the purpose of electing directors
and for the transaction of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday, such meeting
shall be held on the next succeeding business day. If the election of directors
shall not be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a meeting of the stockholders as soon thereafter as conveniently may be.

         SECTION 2.2. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the President, by the Board of Directors, or by the holders of not
less than one-fifth of all the outstanding shares of the Corporation.

         SECTION 2.3. PLACE OF MEETING. The Board of Directors may designate any
place, if any, either within or without the State of Delaware, as the place of
meeting for any annual meeting or for any special meeting called by the
President or Board of Directors. A waiver of notice signed by all stockholders
may designate any place, if any, either within or without the State of Delaware,
as the place for the holding of such meeting. If no designation is made, or if a
special meeting is otherwise called, the place of meeting, if any, shall be at
the principal office of the Corporation in the State of Illinois, except as
otherwise provided in Section 2.5 of these Bylaws. The Board of Directors may,
in its sole discretion, determine that a meeting or meetings of the stockholders
shall not be held at any place, but may instead be held solely by means of
remote communication as authorized and in the manner set forth in paragraph
(a)(2) of Section 211 of the Delaware General Corporation Law ("DGCL").

         SECTION 2.4. NOTICE OF MEETING. Written or printed notice stating the
place, if any, day, hour of the meeting, and means of remote communication, if
any, by which stockholders and proxy holders may be deemed to be present in
person and vote at stockholder meetings, and in the case of a special meeting,
the purposes for which the meeting is called, shall



be delivered not less than ten nor more than sixty days before the date of
the meeting, or in the case of a merger or consolidation not less than twenty
nor more than sixty days before the meeting, either personally or by mail, by
or at the direction of the President, or the Secretary, or the officer or
persons calling the meeting, to each stockholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his
address as it appears on the records of the Corporation, with postage thereon
prepaid. Stockholders may consent to receiving electronic delivery of notice
of stockholder meetings, subject to the limitations found in Section 232 of
the DGCL. Any waiver of notice of a stockholder meeting may be given by
electronic transmission in the manner set forth in Section 229 of the DGCL.

         SECTION 2.5. MEETING OF ALL STOCKHOLDERS. If all of the stockholders
shall meet at any time and place, if any, either within or without the State of
Delaware, and consent to the holding of a meeting at such time and place, if
any, such meeting shall be valid without call or notice, and at such meeting any
corporate action may be taken.

         SECTION 2.6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors of the Corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days, or in
the case of a merger or consolidation, at least twenty days, immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
days and, for a meeting of stockholders, not less than ten days, or in the case
of a merger or consolidation, not less than twenty days, immediately preceding
such meeting. If the stock transfer books are not closed and no record date is
fixed for the determination of stockholders entitled to notice of or to vote at
a meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
stockholders.

         SECTION 2.7. VOTING LISTS. The officer or agent having charge of the
transfer books for shares of the Corporation shall make at least ten days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order, with the address of and
the number of shares held by each. Such list need not include electronic mail
addresses or other electronic contact information and shall be open to the
examination of any stockholder for any purpose germane to the meeting, for a
period of at least ten (10) days prior to the meeting, (i) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting or (ii) during
ordinary business hours, at the principal place of business of the Corporation.
In the event
                                       2


that the Corporation determines to make the list available on an electronic
network, the Corporation may take reasonable steps to ensure that such
information is available only to stockholders of the Corporation. If the meeting
is to be held at a place, then the list shall be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonable accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.

         SECTION 2.8. QUORUM. A majority of the outstanding shares of the
Corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of stockholders; provided, that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. If
a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting shall be the act of the stockholders, unless the vote
of a greater number or voting by classes is required by the DGCL or the
Certificate of Incorporation.

         SECTION 2.9. PROXIES. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meetings. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

         SECTION 2.10. VOTING OF SHARES. Subject to the provisions of Section
2.12 of these Bylaws, the Certificate of Incorporation and the Certificate of
Designations, if any, of any class of stock of the Corporation, each outstanding
share, regardless of class, shall be entitled to one vote upon each matter
submitted to vote at a meeting of stockholders.

         SECTION 2.11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the Bylaws of such corporation may prescribe, or, in
the absence of such provision, as the Board of Directors of such corporation may
determine.

         Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator or trustee may be voted by such fiduciary,
either in person or by proxy, but no guardian, conservator or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of
such shares into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

                                       3


         A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Shares of its own stock belonging to this Corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.

         SECTION 2.12. INFORMAL ACTION BY STOCKHOLDERS. Any action required to
be taken at any annual or special meeting of the stockholders, or any other
action which may be taken at any annual or special meeting of the stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
Written consent includes the use of telegram, cablegram, or other electronic
transmission as described in Section 219 of the DGCL. However, unless the Board
of Directors of the Corporation provide otherwise, such transmission must be
reproduced in paper form and delivered to the Corporation's registered office,
principal place of business or its officer or agent having custody of the book
in which proceeding of meetings of stockholders are recorded, in order to be
deemed delivered.

         SECTION 2.13. VOTING BY BALLOT AND PROXY. Voting on any question or in
any election may be viva voce unless the presiding officer shall order or any
stockholder shall demand that voting be by ballot or proxy. When counting
written ballots and proxies to determine their validity, inspectors of election
may rely on any verification information required of stockholders voting
electronically. Written ballots and proxies include those submitted
electronically as set forth in paragraph (e) of Section 211 of the DGCL.

                                    ARTICLE 3

                                    DIRECTORS

         SECTION 3.1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors.

         SECTION 3.2. NUMBER, TENURE AND QUALIFICATION. The number of directors
of the Corporation shall be no less than one (1) and no more than five (5). The
exact number of directors may be fixed from time to time by resolution of the
Board of Directors of the Corporation. Each director shall hold office until the
next annual meeting of stockholders or until his successor shall have been duly
elected and qualified. Directors need not be residents of Delaware or
stockholders of the Corporation

                                       4


         SECTION 3.3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw, immediately after,
and at the same place, if any, as the annual meeting of stockholders. The Board
of Directors may provide, by resolution, the time and place, either within or
without the State of Delaware, for the holding of additional regular meetings
without other notice than such resolution.

         SECTION 3.4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
Directors or by the sole Director if there remains only one. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, if any, either within or without the State of Delaware, as the place
for holding any special meeting of the Board of Directors called by them.

         SECTION 3.5. NOTICE. Notice of any special meeting shall be given at
least 24 hours previous thereto by written notice delivered personally, by
courier or mailed to each director at his business address, or by telegram or
facsimile. If notice is given by courier, such notice shall be deemed to be
delivered one business day following deposit with the courier. If mailed, such
notice shall be deemed to be delivered two days following deposit in the United
States mail. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. If notice is
given by facsimile, such notice shall be deemed to be delivered on the day of
transmission if transmitted during the recipient's normal business hours or one
business day following transmission if transmitted after business hours. Any
director may waive notice of any meeting. The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

         SECTION 3.6. QUORUM. A majority of the number of directors fixed by
these Bylaws shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, provided, that if less than a majority of
such number of directors are present at said meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.

         SECTION 3.7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

         SECTION 3.8. VACANCIES. Any vacancy occurring in the Board of Directors
and any directorship to be filled by reason of an increase in the number of
directors may be filled by the directors at a special or regular meeting called
for such purpose or by unanimous written consent in lieu thereof pursuant to
Section 3.13 of these Bylaws. Any director elected to such vacancy shall hold
office until the next annual meeting of stockholders.

                                       5


         SECTION 3.9. RESIGNATIONS. Any Director of the Corporation may resign
at any time by giving notice in writing or by electronic transmission (as such
term is defined in subsection (c) of Section 232 of the DGCL) to the Board of
Directors, the chairman, if any, the chief executive officer, the president, the
chief financial officer or the secretary of the Corporation. Such resignation
shall take effect at the time specified therein and, unless tendered to take
effect upon acceptance thereof, the acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 3.10. REMOVAL OF DIRECTORS. Any director or the entire Board of
Directors of this Corporation may be removed with or without cause at any annual
or special meeting of stockholders by the holders of a majority of the shares
then entitled to vote at an election of directors.

         SECTION 3.11. COMPENSATION. The Board of Directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise. By resolution of the Board of Directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the Board.
In the event the Internal Revenue Service shall deem any compensation (including
any fringe benefit) paid to a director to be unreasonable or excessive, such
director must repay to the Corporation the excess over what is determined by the
Internal Revenue Service to be reasonable compensation, with interest on such
excess at the minimum applicable federal rate, within ninety days after notice
from the Corporation.

         SECTION 3.12. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be conclusively presumed to have assented to the
action taken unless his dissent shall be entered in the minutes of the meeting
or unless he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.

         SECTION 3.13. INFORMAL ACTION BY BOARD OF DIRECTORS. Any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or committee consent thereto in writing or by electronic transmission (as
such term is defined in subsection (c) of Section 232 of the DGCL), and the
writing(s) or electronic transmissions(s) are filed with the minutes of
proceedings of the Board of Directors or committee thereof. Such filing(s) shall
be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

         SECTION 3.14. PARTICIPATION BY CONFERENCE TELEPHONE. Members of the
Board of Directors or of any committee designated by the Board of Directors may
participate in a

                                       6


meeting of such Board or committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in such meeting shall constitute
attendance and presence in person at the meeting of the person or persons so
participating.

         SECTION 3.15 COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, or in these Bylaws, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to amending
the Certificate of Incorporation by the Board of Directors, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the Bylaws of the Corporation; and,
unless the Board of Directors, Bylaws or Certificate of Incorporation expressly
so provide, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a Certificate of
Ownership and Merger.

                                    ARTICLE 4

                                    OFFICERS

         SECTION 4.1. NUMBER. The officers of the Corporation shall be, at
minimum, a President, a Treasurer or Chief Financial Officer, and a Secretary.
The Board may also choose a Chairman of the Board, a Chief Executive Officer and
such Vice Presidents (the number thereof to be determined by the Board of
Directors), Assistant Treasurers, Assistant Secretaries or other officers as may
be elected or appointed by the Board of Directors. Any two or more offices may
be held by the same person.

         SECTION 4.2. ELECTION AND TERMS OF OFFICE. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Each
officer shall hold office until his or her successor shall have been duly
elected and shall have qualified or until his or her death or until he or she
shall resign or shall have been removed in the manner

                                       7


hereinafter provided. Election or appointment of an officer or agent shall not
of itself create contract rights.

         SECTION 4.3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

         SECTION 4.4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or because of the creation
of an office, may be filled by the Board of Directors for the unexpired portion
of the term.

         SECTION 4.5. THE CHAIRMAN. The Chairman of the Board, if one is
appointed, the Chief Executive Officer, if one is appointed, or the President
shall preside at all meetings of the stockholders and of the Board of Directors
and shall see that orders and resolutions of the Board of Directors are carried
into effect. He or she shall have concurrent power with the Chief Executive
Officer, if any, and the President to sign bonds, mortgages, certificates for
shares and other contracts and documents, whether or not under the seal of the
Corporation except in cases where the signing and execution thereof shall be
expressly delegated by law, by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation. The Chairman of the Board shall
perform such duties as the Board of Directors may from time to time prescribe.

         SECTION 4.6. THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall be the principal executive officer of the Corporation and shall, in
general, supervise and control all of the business and affairs of the
Corporation, unless otherwise provided by the Board of Directors. He or she may
sign bonds, mortgages, certificates for shares and all other contracts and
documents whether or not under the seal of the Corporation except in cases where
the signing and execution thereof shall be expressly delegated by law, by the
Board of Directors or by these Bylaws to some other officer or agent of the
Corporation. He or she shall have general powers of supervision and shall be the
final arbiter of all differences between officers of the Corporation and his or
her decision as to any matter affecting the Corporation shall be final and
binding as between the officers of the Corporation subject only to its Board of
Directors.

         SECTION 4.7. THE PRESIDENT. If no Chief Executive Officer is appointed,
or in the absence of the Chief Executive Officer, the President shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. He or she shall have concurrent power with the Chief Executive Officer
to sign bonds, mortgages, certificates for shares and other contracts and
documents, whether or not under the seal of the Corporation except in cases
where the signing and execution thereof shall be expressly delegated by law, by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation. In general, he or she shall perform all duties incident to the
office of President and such other duties as the Chief Executive Officer or the
Board of Directors may from time to time prescribe.

                                       8


         SECTION 4.8. THE EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. In the
absence of the President or in the event of his inability or refusal to act, the
Executive Vice President (or in the event there be more than one Executive Vice
President, the Executive Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. If no Executive Vice
President is elected then in the absence of the President or in the event of his
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. Any Executive Vice
President or Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation, and shall perform such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.

         SECTION 4.9 THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall be the principal financial and accounting officer of the Corporation, and
shall (a) have charge and custody of, and be responsible for, all funds and
securities of the Corporation; (b) keep or cause to be kept correct and complete
books and records of account including a record of all receipts and
disbursements; (c) deposit all funds and securities of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with these Bylaws; (d) from time to time prepare or cause to be prepared and
render financial statements of the Corporation at the request of the Chief
Executive Officer, the President, the Chairman of the Board, if any, or the
Board of Directors; and (e), in general, perform all duties incident to the
office of Chief Financial Officer and such other duties as from time to time may
be prescribed by the Chairman of the Board, if any, the Chief Executive Officer,
the President or the Board of Directors; provided, however, that in connection
with the election of the Chief Financial Officer, the Board of Directors may
limit in any manner the duties (other than those specified in clauses (a)
through (d) hereof) which may be prescribed to be performed by the Chief
Financial Officer by the Chairman of the Board, if any, the Chief Executive
Officer and/or the President.

         SECTION 4.10. THE TREASURER. If no Chief Financial Officer is
appointed, or in his or her absence or in the event of his or her inability or
refusal to act, the Treasurer shall perform the duties of the Chief Financial
Officer, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the Chief Financial Officer. He or she shall, in general,
perform all the duties incident to the office of Treasurer and such other duties
and have such other powers as the Chief Executive Officer, the President or the
Board of Directors may from time to time prescribe.

         SECTION 4.11. THE SECRETARY. The Secretary shall: (a) keep the minutes
of the stockholders' and of the Board of Directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all certificates for shares prior
to the issue

                                       9


thereof and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions
of these Bylaws; (d) keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by such stockholder; (e)
sign with the President, or a Vice President, certificates for shares of the
Corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the stock transfer books of the
Corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

         SECTION 4.12. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
Assistant Treasurers shall respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant Secretaries as
thereunto authorized by the Board of Directors may sign with the President or a
Vice President certificates for shares of the Corporation, the issue of which
shall have been authorized by a resolution of the Board of Directors. The
Assistant Treasurers and Assistant Secretaries, in general, shall perform such
duties as shall be assigned to them by the Treasurer or the Secretary,
respectively, or by the President or the Board of Directors.

         SECTION 4.13. SALARIES. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation. In the event that the Internal Revenue Service shall deem any
compensation (including any fringe benefit) paid to an officer to be
unreasonable or excessive, such officer must repay to the Corporation the excess
over what is determined by the Internal Revenue Service to be reasonable
compensation, with interest on such excess at the minimum applicable federal
rate, within 90 days after notice from the Corporation.

                                    ARTICLE 5

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         SECTION 5.1. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation
shall:

         (a) indemnify, to the fullest extent permitted by the DGCL, any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or if such person has
previously been designated for indemnification by the resolution of the Board of
Directors, an officer, employee or agent of the Corporation, against 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 if such person acted in

                                       10


good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which such person reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful; and

         (b) indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, joint venture, trust or other enterprise, or if such person
has previously been designated for indemnification by the resolution of the
Board of Directors, an officer, employee or agent of the Corporation, against
expenses (including attorney's fees) actually and reasonably incurred by each
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper; and

         (c) indemnify any director, or, if such person has previously been
designated for indemnification by the resolution of the Board of Directors, an
officer, employee or agent against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection therewith, to the extent
that such director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Article 5, Section 5.1 (a) and (b), or in defense of
any claim, issue or matter therein; and

         (d) make any indemnification under Article 5, Section 5.1 (a) and (b)
(unless ordered by a court) only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because such director, officer, employee or agent
has met the applicable standard of conduct set forth in Article 5, Section 5.1
(a) and (b). Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders of the
Corporation; and

                                       11


         (e) pay expenses incurred by a director or officer in defending a civil
or criminal action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that such director or officer is not entitled to be indemnified by
the Corporation as authorized in this Article 5. Notwithstanding the foregoing,
the Corporation shall not be obligated to pay expenses incurred by a director or
officer with respect to any threatened, pending, or completed claim, suit or
action, whether civil, criminal, administrative, investigative or otherwise
("Proceedings") initiated or brought voluntarily by a director or officer and
not by way of defense (other than Proceedings brought to establish or enforce a
right to indemnification under the provisions of this Article 5 unless a court
of competent jurisdiction determines that each of the material assertions made
by the director or officer in such proceeding were not made in good faith or
were frivolous). The Corporation shall not be obligated to indemnify the
director or officer for any amount paid in settlement of a Proceeding covered
hereby without the prior written consent of the Corporation to such settlement;
and

         (f) not deem the indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Article 5 exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such director's or
officer's official capacity and as to action in another capacity while holding
such office; and

         (g) have the right, authority and power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person' s status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the provisions of
this Article 5; and

         (h) deem the provisions of this Article 5 to be a contract between the
Corporation and each director, or appropriately designated officer, employee or
agent who serves in such capacity at any time while this Article 5 is in effect
and any repeal or modification of this Article 5 shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon such state of facts. The provisions of
this Article 5 not be deemed to be a contract between the Corporation and any
directors, officers, employees or agents of any other Corporation (the "Second
Corporation") which shall merge into or consolidate with this Corporation when
this Corporation shall be the surviving or resulting Corporation, and any such
directors, officers, employees or agents of the Second Corporation shall be
indemnified to the extent required under the DGCL only at the discretion of the
Board of Directors of this Corporation; and

                                       12


         (i) continue the indemnification and advancement of expenses provided
by, or granted pursuant to, this Article 5, unless otherwise provided when
authorized or ratified, as to a person who has ceased to be a director, officer,
employee or agent of the Corporation and such rights shall inure to the benefit
of the heirs, executors and administrators of such a person.

         SECTION 5.2. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. As provided
for in the Certificate of Incorporation of the Corporation, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's 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) under
Section 174 of Title 8 of the DGCL, as the same exists or hereafter may be
amended, or (iv) for any transaction from which the director derived an improper
personal benefit. If the DGCL is amended to authorize the further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by a amended DGCL. Any
repeal or modification of this Article 5 by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.


                                    ARTICLE 6

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 6.1. CERTIFICATES FOR SHARES. Certificates representing shares
of the Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and shall be sealed
with the seal of the Corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors may prescribe.

         SECTION 6.2. TRANSFER OF SHARES. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation.

                                       13


                                    ARTICLE 7

                                   FISCAL YEAR

         The fiscal year of the Corporation shall begin on the first day of
January in each year and end on the last day of December in each year.

                                    ARTICLE 8

                                    DIVIDENDS

         The Board of Directors may from time to time, declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Certificate of Incorporation.

                                    ARTICLE 9

                                      SEAL

         The Board of Directors may approve a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
Corporation and the words, "Corporate Seal, Delaware."

                                   ARTICLE 10

                                WAIVER OF NOTICE

         Whenever any notice whatever is required to be given under the
provisions of these Bylaws or under the provisions of the Certificate of
Incorporation or under the provisions of the DGCL law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE 11

                            AMENDMENTS TO THE BYLAWS

         These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by unanimous written consent of the Board of Directors or at any meeting
of the Board of Directors of the Corporation by a majority of the directors
present at the meeting, subject to the power of the stockholders to alter or
repeal Bylaws made by the Board of Directors.

                                       14

EX-3.3

                                                                     Exhibit 3.3

                          CERTIFICATE OF INCORPORATION
                                       OF
                               TOWER PARKING, INC.

         The undersigned, a natural person, for the purposes of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known and referred to as
the "DGCL"), hereby certifies that:

                                        I

         The name of the corporation is Tower Parking, Inc.

                                       II

         The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, DE 19801. The name of the registered
agent at such address is The Corporation Trust Company.

                                       III

         The nature of the business to be conducted or promoted is to engage in
any lawful act or activity for which corporations may be organized under the
DGCL.

                                       IV

         The total number of shares of all classes of stock that the Corporation
is authorized to issue is one thousand (1,000) shares of Common Stock, par value
of $0.01 per share.

                                        V

         The name and the mailing address of the sole incorporator is as
follows:

                           NAME                     MAILING ADDRESS

                  Deborah K. Openshaw           Sachnoff & Weaver, Ltd.
                                                30 South Wacker Drive
                                                Suite 2900
                                                Chicago, Illinois 60606

                                       VI

         The business and affairs of the Corporation shall be managed by or
under the direction of a board of directors. The number of directors of the
Corporation shall be as specified in the



Bylaws of the Corporation, but such number may from time to time be increased or
decreased in such manner as may be prescribed by the Bylaws. In no event shall
the number of directors be less than the minimum prescribed by law. The election
of directors need not be by ballot. Directors need not be stockholders.

                                       VII

         In furtherance and not in limitation of the power conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the Bylaws of the Corporation.

                                      VIII

         No stockholder of the Corporation shall by reason of holding shares of
any class of stock have any cumulative voting right.

                                       IX

         A director of the Corporation shall not, in the absence of fraud, be
disqualified by his or her office from dealing or contracting with the
Corporation either as a vendor, purchaser or otherwise, nor in the absence of
fraud shall a director of the Corporation be liable to account to the
Corporation for any profit realized by the director from or through any
transaction or contract of the Corporation by reason of the fact that the
director, or any firm of which he or she is a member or any corporation of which
he or she is an officer, director or stockholder, was interested in such
transaction or contract if such transaction or contract has been authorized,
approved or ratified in a manner provided in the DGCL for authorization,
approval or ratification of transactions or contracts between the Corporation
and one or more of its directors or officers or between the Corporation and any
other corporation, partnership, association or other organization in which one
or more of its directors or officers are directors or officers or have a
financial interest.

                                        X

         Meetings of stockholders may be held within or without the State of
Delaware as the Bylaws may provide. The books of the Corporation may be kept
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors of the Corporation or in the Bylaws of
the Corporation. Election of directors need not be by written ballot unless the
Bylaws of the Corporation so provide.

                                       XI

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of

                                       2


Section 291 of the DGCL or on the application of trustees in dissolution or of
any receiver or receivers appointed for the Corporation under the provisions of
Section 279 of the DGCL order a meeting of the creditors or class of creditors
and/or the stockholders or class of stock of the Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing two-thirds the value of the creditors or class of creditors
and/or the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement or to any reorganization of
this Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement of the said reorganization shall, if sanctioned by the
Court to which the said application has been made, be binding on all the
creditors or class of creditors and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

                                       XII

         A.       INDEMNIFICATION OF OFFICERS AND DIRECTORS:  The Corporation
shall:

                  (a) indemnify, to the fullest extent permitted by the DGCL,
         any person who was or is a party or is threatened to be made a party to
         any threatened, pending or completed action, suit or proceeding,
         whether civil, criminal, administrative or investigative (other than an
         action by or in the right of the Corporation) by reason of the fact
         that such person is or was a director or an officer of the Corporation,
         or is or was serving at the request of the Corporation as a director or
         officer of another corporation, partnership, joint venture, trust or
         other enterprise, or, if such person has previously been designated for
         indemnification by the resolution of the Board of Directors, an
         employee or agent of the Corporation, against 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 if such person acted in good faith and in a
         manner such person reasonably believed to be in or not opposed to the
         best interest of the Corporation, and, with respect to any criminal
         action or proceeding, had no reasonable cause to believe such person's
         conduct was unlawful. The termination of any action, suit or proceeding
         by judgment, order, settlement, conviction or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which such person reasonably believed to be in or not opposed to the
         best interests of the Corporation, and, with respect to any criminal
         action or proceeding, had reasonable cause to believe that such
         person's conduct was unlawful; and

                  (b) indemnify any person who was or is a party or is
         threatened to be made a party to any threatened, pending or completed
         action or suit by or in the right of the Corporation to procure a
         judgment in its favor by reason of the fact that such person is or was
         a director or an officer, or is or was serving at the request of the
         Corporation as a director or officer of another corporation, joint
         venture, trust or other enterprise, or, if such person has previously
         been designated for indemnification by the resolution of the Board of
         Directors, an employee or agent of the Corporation, against expenses
         (including attorneys' fees) actually and reasonably incurred by each
         person in connection with the

                                       3


         defense or settlement of such action or suit if such person acted in
         good faith and in a manner such person reasonably believed to be in or
         not opposed to the best interests of the Corporation and except that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable to the
         Corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper; and

                  (c) indemnify, to the extent that a present or former director
         or officer has been successful on the merits or otherwise in defense of
         any action, suit or proceeding referred to in Article XII.A. (a) and
         (b), or in defense of any claim, issue or matter therein, any such
         present or former director or officer against expenses (including
         attorneys' fees) actually and reasonably incurred by such person in
         connection therewith; and

                  (d) make any indemnification under Article XII.A. (a) and (b)
         (unless ordered by a court) only as authorized in the specific case
         upon a determination that indemnification of the director, officer,
         employee or agent is proper in the circumstances because such director,
         officer, employee or agent has met the applicable standard of conduct
         set forth in Article XII.A. (a) and (b). Such determination shall be
         made (1) by the Board of Directors by a majority vote of a quorum
         consisting of directors who were not parties to such action, suit or
         proceeding, or (2) if such a quorum is not obtainable, or, even if
         obtainable a quorum of disinterested directors so directs, by
         independent legal counsel in a written opinion, or (3) by the
         stockholders of the Corporation; and

                  (e) pay expenses incurred by a director or an officer in
         defending a civil or criminal action, suit or proceeding in advance of
         the final disposition of such action, suit or proceeding upon receipt
         of an undertaking by or on behalf of such director or officer to repay
         such amount if it shall ultimately be determined that such director or
         officer is not entitled to be indemnified by the Corporation as
         authorized in this Article XII. Notwithstanding the foregoing, the
         Corporation shall not be obligated to pay expenses incurred by a
         director or an officer with respect to any threatened, pending, or
         completed claim, suit or action, whether civil, criminal,
         administrative, investigative or otherwise ("Proceedings") initiated or
         brought voluntarily by a director or an officer and not by way of
         defense (other than Proceedings brought to establish or enforce a right
         to indemnification under the provisions of this Article XII unless a
         court of competent jurisdiction determines that each of the material
         assertions made by the director or officer in such proceeding were not
         made in good faith or were frivolous). The Corporation shall not be
         obligated to indemnify the director or officer for any amount paid in
         settlement of a Proceeding covered hereby without the prior written
         consent of the Corporation to such settlement; and

                  (f) not deem the indemnification and advancement of expenses
         provided by, or granted pursuant to, the other subsections of this
         Article XII exclusive of any other

                                       4


         rights to which those seeking indemnification or advancement of
         expenses may be entitled under any bylaw, agreement, vote of
         stockholders or disinterested directors or otherwise, both as to action
         in such director's or officer's official capacity and as to action in
         another capacity while holding such office; and

                  (g) have the right, authority and power to purchase and
         maintain insurance on behalf of any person who is or was a director,
         officer, employee or agent of the Corporation, or is or was serving at
         the request of the Corporation as a director, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise against any liability asserted against such person and
         incurred by such person in any such capacity, or arising out of such
         person's status as such, whether or not the Corporation would have the
         power to indemnify such person against such liability under the
         provisions of this Article XII; and

                  (h) deem the provisions of this Article XII to be a contract
         between the Corporation and each director, or appropriately designated
         officer, employee or agent who serves in such capacity at any time
         while this Article XII is in effect and any repeal or modification of
         this Article XII shall not affect any rights or obligations then
         existing with respect to any state of facts then or theretofore
         existing or any action, suit or proceeding theretofore or thereafter
         brought or threatened based in whole or in part upon such state of
         facts. The provisions of this Article XII shall not be deemed to be a
         contract between the Corporation and any directors, officers, employees
         or agents of any other Corporation (the "Second Corporation") which
         shall merge into or consolidate with this Corporation when this
         Corporation shall be the surviving or resulting Corporation, and any
         such directors, officers, employees or agents of the Second Corporation
         shall be indemnified to the full extent permitted under the DGCL only
         at the discretion of the Board of Directors of this Corporation; and

                  (i) continue the indemnification and advancement of expenses
         provided by, or granted pursuant to, this Article XII, unless otherwise
         provided when authorized or ratified, as to a person who has ceased to
         be a director, officer, employee or agent of the Corporation and such
         rights shall inure to the benefit of the heirs, executors and
         administrators of such a person.

         B. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS: No director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's 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) under
Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the DGCL is amended to authorize the further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended DGCL.
Any repeal or modification of this Article XII by the stockholders of the
Corporation shall be prospective only, and shall not adversely

                                       5


affect any limitation on the personal liability of a director of the Corporation
existing at the time of such repeal or modification.

                                      XIII

         The Board of Directors of the Corporation may adopt a resolution
proposing to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute.

         IN WITNESS WHEREOF, I have hereunto set my hand on June 20,2002.


                                            /s/ DEBORAH K. OPENSHAW
                                            -------------------------------
                                                Deborah K. Openshaw
                                                 Sole Incorporator

                                       6

EX-3.4

                                                                     Exhibit 3.4

                                     BYLAWS
                                       OF
                               TOWER PARKING, INC.







                                    ARTICLE 1

                                     OFFICES

         The principal office of the Corporation may be, within or without the
State of Delaware as the business of the Corporation may require from time to
time.

         The registered office of the Corporation required by the General
Corporation Law of Delaware to be maintained in the State of Delaware shall be
1209 Orange Street, Wilmington, Delaware, County Of New Castle. The name of the
registered agent of the Corporation in Delaware shall be The Corporation Trust
Company.

                                    ARTICLE 2

                                  STOCKHOLDERS

         SECTION 2.1. ANNUAL MEETING. The annual meeting of the stockholders
shall be held on March 1st of each year (beginning with the year 2003), or on
such other date as determined by the Board of Directors, at such hour as shall
be designated in the notice of the meeting for the purpose of electing directors
and for the transaction of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday, such meeting
shall be held on the next succeeding business day. If the election of directors
shall not be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a meeting of the stockholders as soon thereafter as conveniently may be.

         SECTION 2.2. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the President, by the Board of Directors, or by the holders of not
less than one-fifth of all the outstanding shares of the Corporation.

         SECTION 2.3. PLACE OF MEETING. The Board of Directors may designate any
place, if any, either within or without the State of Delaware, as the place of
meeting for any annual meeting or for any special meeting called by the
President or Board of Directors. A waiver of notice signed by all stockholders
may designate any place, if any, either within or without the State of Delaware,
as the place for the holding of such meeting. If no designation is made, or if a
special meeting is otherwise called, the place of meeting, if any, shall be at
the principal office of the Corporation in the State of Illinois, except as
otherwise provided in Section 2.5 of these Bylaws. The Board of Directors may,
in its sole discretion, determine that a meeting or meetings of the stockholders
shall not be held at any place, but may instead be held solely by means of
remote communication as authorized and in the manner set forth in paragraph
(a)(2) of Section 211 of the Delaware General Corporation Law ("DGCL").

         SECTION 2.4. NOTICE OF MEETING. Written or printed notice stating the
place, if any, day, hour of the meeting, and means of remote communication, if
any, by which stockholders and proxy holders may be deemed to be present in
person and vote at stockholder



meetings, and in the case of a special meeting, the purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, or in the case of a merger or consolidation not
less than twenty nor more than sixty days before the meeting, either personally
or by mail, by or at the direction of the President, or the Secretary, or the
officer or persons calling the meeting, to each stockholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the stockholder at his
address as it appears on the records of the Corporation, with postage thereon
prepaid. Stockholders may consent to receiving electronic delivery of notice of
stockholder meetings, subject to the limitations found in Section 232 of the
DGCL. Any waiver of notice of a stockholder meeting may be given by electronic
transmission in the manner set forth in Section 229 of the DGCL.

         SECTION 2.5. MEETING OF ALL STOCKHOLDERS. If all of the stockholders
shall meet at any time and place, if any, either within or without the State of
Delaware, and consent to the holding of a meeting at such time and place, if
any, such meeting shall be valid without call or notice, and at such meeting any
corporate action may be taken.

         SECTION 2.6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors of the Corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days, or in
the case of a merger or consolidation, at least twenty days, immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
days and, for a meeting of stockholders, not less than ten days, or in the case
of a merger or consolidation, not less than twenty days, immediately preceding
such meeting. If the stock transfer books are not closed and no record date is
fixed for the determination of stockholders entitled to notice of or to vote at
a meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
stockholders.

         SECTION 2.7. VOTING LISTS. The officer or agent having charge of the
transfer books for shares of the Corporation shall make at least ten days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order, with the address of and
the number of shares held by each. Such list need not include electronic mail
addresses or other electronic contact information and shall be open to the
examination of any stockholder for any purpose germane to the meeting, for a
period of at least ten (10) days prior to the meeting, (i) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting or (ii)

                                       2


during ordinary business hours, at the principal place of business of the
Corporation. In the event that the Corporation determines to make the list
available on an electronic network, the Corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
Corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonable accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

         SECTION 2.8. QUORUM. A majority of the outstanding shares of the
Corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of stockholders; provided, that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. If
a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting shall be the act of the stockholders, unless the vote
of a greater number or voting by classes is required by the DGCL or the
Certificate of Incorporation.

         SECTION 2.9. PROXIES. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meetings. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

         SECTION 2.10. VOTING OF SHARES. Subject to the provisions of Section
2.12 of these Bylaws, the Certificate of Incorporation and the Certificate of
Designations, if any, of any class of stock of the Corporation, each outstanding
share, regardless of class, shall be entitled to one vote upon each matter
submitted to vote at a meeting of stockholders.

         SECTION 2.11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the Bylaws of such corporation may prescribe, or, in
the absence of such provision, as the Board of Directors of such corporation may
determine.

         Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator or trustee may be voted by such fiduciary,
either in person or by proxy, but no guardian, conservator or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of
such shares into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

                                       3


         A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Shares of its own stock belonging to this Corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.

         SECTION 2.12. INFORMAL ACTION BY STOCKHOLDERS. Any action required to
be taken at any annual or special meeting of the stockholders, or any other
action which may be taken at any annual or special meeting of the stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
Written consent includes the use of telegram, cablegram, or other electronic
transmission as described in Section 219 of the DGCL. However, unless the Board
of Directors of the Corporation provide otherwise, such transmission must be
reproduced in paper form and delivered to the Corporation's registered office,
principal place of business or its officer or agent having custody of the book
in which proceeding of meetings of stockholders are recorded, in order to be
deemed delivered.

         SECTION 2.13. VOTING BY BALLOT AND PROXY. Voting on any question or in
any election may be viva voce unless the presiding officer shall order or any
stockholder shall demand that voting be by ballot or proxy. When counting
written ballots and proxies to determine their validity, inspectors of election
may rely on any verification information required of stockholders voting
electronically. Written ballots and proxies include those submitted
electronically as set forth in paragraph (e) of Section 211 of the DGCL.

                                    ARTICLE 3

                                    DIRECTORS

         SECTION 3.1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors.

         SECTION 3.2. NUMBER, TENURE AND QUALIFICATION. The number of directors
of the Corporation shall be no less than one (1) and no more than five (5). The
exact number of directors may be fixed from time to time by resolution of the
Board of Directors of the Corporation. Each director shall hold office until the
next annual meeting of stockholders or until his successor shall have been duly
elected and qualified. Directors need not be residents of Delaware or
stockholders of the Corporation

                                       4


         SECTION 3.3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw, immediately after,
and at the same place, if any, as the annual meeting of stockholders. The Board
of Directors may provide, by resolution, the time and place, either within or
without the State of Delaware, for the holding of additional regular meetings
without other notice than such resolution.

         SECTION 3.4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
Directors or by the sole Director if there remains only one. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, if any, either within or without the State of Delaware, as the place
for holding any special meeting of the Board of Directors called by them.

         SECTION 3.5. NOTICE. Notice of any special meeting shall be given at
least 24 hours previous thereto by written notice delivered personally, by
courier or mailed to each director at his business address, or by telegram or
facsimile. If notice is given by courier, such notice shall be deemed to be
delivered one business day following deposit with the courier. If mailed, such
notice shall be deemed to be delivered two days following deposit in the United
States mail. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. If notice is
given by facsimile, such notice shall be deemed to be delivered on the day of
transmission if transmitted during the recipient's normal business hours or one
business day following transmission if transmitted after business hours. Any
director may waive notice of any meeting. The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

         SECTION 3.6. QUORUM. A majority of the number of directors fixed by
these Bylaws shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, provided, that if less than a majority of
such number of directors are present at said meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.

         SECTION 3.7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

         SECTION 3.8. VACANCIES. Any vacancy occurring in the Board of Directors
and any directorship to be filled by reason of an increase in the number of
directors may be filled by the directors at a special or regular meeting called
for such purpose or by unanimous written consent in lieu thereof pursuant to
Section 3.13 of these Bylaws. Any director elected to such vacancy shall hold
office until the next annual meeting of stockholders.

                                       5


         SECTION 3.9. RESIGNATIONS. Any Director of the Corporation may resign
at any time by giving notice in writing or by electronic transmission (as such
term is defined in subsection (c) of Section 232 of the DGCL) to the Board of
Directors, the chairman, if any, the chief executive officer, the president, the
chief financial officer or the secretary of the Corporation. Such resignation
shall take effect at the time specified therein and, unless tendered to take
effect upon acceptance thereof, the acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 3.10. REMOVAL OF DIRECTORS. Any director or the entire Board of
Directors of this Corporation may be removed with or without cause at any annual
or special meeting of stockholders by the holders of a majority of the shares
then entitled to vote at an election of directors.

         SECTION 3.11. COMPENSATION. The Board of Directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise. By resolution of the Board of Directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the Board.
In the event the Internal Revenue Service shall deem any compensation (including
any fringe benefit) paid to a director to be unreasonable or excessive, such
director must repay to the Corporation the excess over what is determined by the
Internal Revenue Service to be reasonable compensation, with interest on such
excess at the minimum applicable federal rate, within ninety days after notice
from the Corporation.

         SECTION 3.12. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be conclusively presumed to have assented to the
action taken unless his dissent shall be entered in the minutes of the meeting
or unless he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.

         SECTION 3.13. INFORMAL ACTION BY BOARD OF DIRECTORS. Any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or committee consent thereto in writing or by electronic transmission (as
such term is defined in subsection (c) of Section 232 of the DGCL), and the
writing(s) or electronic transmissions(s) are filed with the minutes of
proceedings of the Board of Directors or committee thereof. Such filing(s) shall
be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

         SECTION 3.14. PARTICIPATION BY CONFERENCE TELEPHONE. Members of the
Board of Directors or of any committee designated by the Board of Directors may
participate in a

                                       6


meeting of such Board or committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in such meeting shall constitute
attendance and presence in person at the meeting of the person or persons so
participating.

         SECTION 3.15 COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, or in these Bylaws, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to amending
the Certificate of Incorporation by the Board of Directors, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the Bylaws of the Corporation; and,
unless the Board of Directors, Bylaws or Certificate of Incorporation expressly
so provide, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a Certificate of
Ownership and Merger.

                                    ARTICLE 4

                                    OFFICERS

         SECTION 4.1. NUMBER. The officers of the Corporation shall be, at
minimum, a President, a Treasurer or Chief Financial Officer, and a Secretary.
The Board may also choose a Chairman of the Board, a Chief Executive Officer and
such Vice Presidents (the number thereof to be determined by the Board of
Directors), Assistant Treasurers, Assistant Secretaries or other officers as may
be elected or appointed by the Board of Directors. Any two or more offices may
be held by the same person.

SECTION 4.2. ELECTION AND TERMS OF OFFICE. The officers of the Corporation shall
be elected annually by the Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of stockholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until his or
her successor shall have been duly elected and shall have qualified or until his
or her death or until he or she shall resign or shall have been removed in the
manner

                                       7


hereinafter provided. Election or appointment of an officer or agent shall not
of itself create contract rights.

         SECTION 4.3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

         SECTION 4.4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or because of the creation
of an office, may be filled by the Board of Directors for the unexpired portion
of the term.

         SECTION 4.5. THE CHAIRMAN. The Chairman of the Board, if one is
appointed, the Chief Executive Officer, if one is appointed, or the President
shall preside at all meetings of the stockholders and of the Board of Directors
and shall see that orders and resolutions of the Board of Directors are carried
into effect. He or she shall have concurrent power with the Chief Executive
Officer, if any, and the President to sign bonds, mortgages, certificates for
shares and other contracts and documents, whether or not under the seal of the
Corporation except in cases where the signing and execution thereof shall be
expressly delegated by law, by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation. The Chairman of the Board shall
perform such duties as the Board of Directors may from time to time prescribe.

         SECTION 4.6. THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall be the principal executive officer of the Corporation and shall, in
general, supervise and control all of the business and affairs of the
Corporation, unless otherwise provided by the Board of Directors. He or she may
sign bonds, mortgages, certificates for shares and all other contracts and
documents whether or not under the seal of the Corporation except in cases where
the signing and execution thereof shall be expressly delegated by law, by the
Board of Directors or by these Bylaws to some other officer or agent of the
Corporation. He or she shall have general powers of supervision and shall be the
final arbiter of all differences between officers of the Corporation and his or
her decision as to any matter affecting the Corporation shall be final and
binding as between the officers of the Corporation subject only to its Board of
Directors.

         SECTION 4.7. THE PRESIDENT. If no Chief Executive Officer is appointed,
or in the absence of the Chief Executive Officer, the President shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. He or she shall have concurrent power with the Chief Executive Officer
to sign bonds, mortgages, certificates for shares and other contracts and
documents, whether or not under the seal of the Corporation except in cases
where the signing and execution thereof shall be expressly delegated by law, by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation. In general, he or she shall perform all duties incident to the
office of President and such other duties as the Chief Executive Officer or the
Board of Directors may from time to time prescribe.

                                       8


         SECTION 4.8. THE EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. In the
absence of the President or in the event of his inability or refusal to act, the
Executive Vice President (or in the event there be more than one Executive Vice
President, the Executive Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. If no Executive Vice
President is elected then in the absence of the President or in the event of his
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. Any Executive Vice
President or Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation, and shall perform such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.

         SECTION 4.9 THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall be the principal financial and accounting officer of the Corporation, and
shall (a) have charge and custody of, and be responsible for, all funds and
securities of the Corporation; (b) keep or cause to be kept correct and complete
books and records of account including a record of all receipts and
disbursements; (c) deposit all funds and securities of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with these Bylaws; (d) from time to time prepare or cause to be prepared and
render financial statements of the Corporation at the request of the Chief
Executive Officer, the President, the Chairman of the Board, if any, or the
Board of Directors; and (e), in general, perform all duties incident to the
office of Chief Financial Officer and such other duties as from time to time may
be prescribed by the Chairman of the Board, if any, the Chief Executive Officer,
the President or the Board of Directors; provided, however, that in connection
with the election of the Chief Financial Officer, the Board of Directors may
limit in any manner the duties (other than those specified in clauses (a)
through (d) hereof) which may be prescribed to be performed by the Chief
Financial Officer by the Chairman of the Board, if any, the Chief Executive
Officer and/or the President.

         SECTION 4.10. THE TREASURER. If no Chief Financial Officer is
appointed, or in his or her absence or in the event of his or her inability or
refusal to act, the Treasurer shall perform the duties of the Chief Financial
Officer, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the Chief Financial Officer. He or she shall, in general,
perform all the duties incident to the office of Treasurer and such other duties
and have such other powers as the Chief Executive Officer, the President or the
Board of Directors may from time to time prescribe.

         SECTION 4.11. THE SECRETARY. The Secretary shall: (a) keep the minutes
of the stockholders' and of the Board of Directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all certificates for shares prior
to the issue

                                       9


thereof and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions
of these Bylaws; (d) keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by such stockholder; (e)
sign with the President, or a Vice President, certificates for shares of the
Corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the stock transfer books of the
Corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

         SECTION 4.12. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
Assistant Treasurers shall respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant Secretaries as
thereunto authorized by the Board of Directors may sign with the President or a
Vice President certificates for shares of the Corporation, the issue of which
shall have been authorized by a resolution of the Board of Directors. The
Assistant Treasurers and Assistant Secretaries, in general, shall perform such
duties as shall be assigned to them by the Treasurer or the Secretary,
respectively, or by the President or the Board of Directors.

         SECTION 4.13. SALARIES. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation. In the event that the Internal Revenue Service shall deem any
compensation (including any fringe benefit) paid to an officer to be
unreasonable or excessive, such officer must repay to the Corporation the excess
over what is determined by the Internal Revenue Service to be reasonable
compensation, with interest on such excess at the minimum applicable federal
rate, within 90 days after notice from the Corporation.

                                    ARTICLE 5

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         SECTION 5.1. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation
shall:

         (a) indemnify, to the fullest extent permitted by the DGCL, any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or if such person has
previously been designated for indemnification by the resolution of the Board of
Directors, an officer, employee or agent of the Corporation, against 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 if such person acted in

                                       10


good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which such person reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful; and

         (b) indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, joint venture, trust or other enterprise, or if such person
has previously been designated for indemnification by the resolution of the
Board of Directors, an officer, employee or agent of the Corporation, against
expenses (including attorney's fees) actually and reasonably incurred by each
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper; and

         (c) indemnify any director, or, if such person has previously been
designated for indemnification by the resolution of the Board of Directors, an
officer, employee or agent against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection therewith, to the extent
that such director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Article 5, Section 5.1 (a) and (b), or in defense of
any claim, issue or matter therein; and

         (d) make any indemnification under Article 5, Section 5.1 (a) and (b)
(unless ordered by a court) only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because such director, officer, employee or agent
has met the applicable standard of conduct set forth in Article 5, Section 5.1
(a) and (b). Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders of the
Corporation; and

                                       11


         (e) pay expenses incurred by a director or officer in defending a civil
or criminal action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that such director or officer is not entitled to be indemnified by
the Corporation as authorized in this Article 5. Notwithstanding the foregoing,
the Corporation shall not be obligated to pay expenses incurred by a director or
officer with respect to any threatened, pending, or completed claim, suit or
action, whether civil, criminal, administrative, investigative or otherwise
("Proceedings") initiated or brought voluntarily by a director or officer and
not by way of defense (other than Proceedings brought to establish or enforce a
right to indemnification under the provisions of this Article 5 unless a court
of competent jurisdiction determines that each of the material assertions made
by the director or officer in such proceeding were not made in good faith or
were frivolous). The Corporation shall not be obligated to indemnify the
director or officer for any amount paid in settlement of a Proceeding covered
hereby without the prior written consent of the Corporation to such settlement;
and

         (f) not deem the indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Article 5 exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such director's or
officer's official capacity and as to action in another capacity while holding
such office; and

         (g) have the right, authority and power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person' s status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the provisions of
this Article 5; and

         (h) deem the provisions of this Article 5 to be a contract between the
Corporation and each director, or appropriately designated officer, employee or
agent who serves in such capacity at any time while this Article 5 is in effect
and any repeal or modification of this Article 5 shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon such state of facts. The provisions of
this Article 5 not be deemed to be a contract between the Corporation and any
directors, officers, employees or agents of any other Corporation (the "Second
Corporation") which shall merge into or consolidate with this Corporation when
this Corporation shall be the surviving or resulting Corporation, and any such
directors, officers, employees or agents of the Second Corporation shall be
indemnified to the extent required under the DGCL only at the discretion of the
Board of Directors of this Corporation; and

                                       12


         (i) continue the indemnification and advancement of expenses provided
by, or granted pursuant to, this Article 5, unless otherwise provided when
authorized or ratified, as to a person who has ceased to be a director, officer,
employee or agent of the Corporation and such rights shall inure to the benefit
of the heirs, executors and administrators of such a person.

         SECTION 5.2. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. As provided
for in the Certificate of Incorporation of the Corporation, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's 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) under
Section 174 of Title 8 of the DGCL, as the same exists or hereafter may be
amended, or (iv) for any transaction from which the director derived an improper
personal benefit. If the DGCL is amended to authorize the further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by a amended DGCL. Any
repeal or modification of this Article 5 by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.


                                    ARTICLE 6

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 6.1. CERTIFICATES FOR SHARES. Certificates representing shares
of the Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and shall be sealed
with the seal of the Corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors may prescribe.

         SECTION 6.2. TRANSFER OF SHARES. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation.

                                       13


                                    ARTICLE 7

                                   FISCAL YEAR

         The fiscal year of the Corporation shall begin on the first day of
January in each year and end on the last day of December in each year.

                                    ARTICLE 8

                                    DIVIDENDS

         The Board of Directors may from time to time, declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Certificate of Incorporation.

                                    ARTICLE 9

                                      SEAL

         The Board of Directors may approve a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
Corporation and the words, "Corporate Seal, Delaware."

                                   ARTICLE 10

                                WAIVER OF NOTICE

         Whenever any notice whatever is required to be given under the
provisions of these Bylaws or under the provisions of the Certificate of
Incorporation or under the provisions of the DGCL law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE 11

                            AMENDMENTS TO THE BYLAWS

         These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by unanimous written consent of the Board of Directors or at any meeting
of the Board of Directors of the Corporation by a majority of the directors
present at the meeting, subject to the power of the stockholders to alter or
repeal Bylaws made by the Board of Directors.


                                       14

EX-3.5

                                                                     Exhibit 3.5

                          CERTIFICATE OF INCORPORATION
                                       OF
                         VIRGINIA PARKING SERVICE, INC.

         The undersigned, a natural person, for the purposes of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known and referred to as
the "DGCL"), hereby certifies that:

                                        I

         The name of the corporation is Virginia Parking Service, Inc.

                                       II

         The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, DE 19801. The name of the registered
agent at such address is The Corporation Trust Company.

                                       III

         The nature of the business to be conducted or promoted is to engage in
any lawful act or activity for which corporations may be organized under the
DGCL.

                                       IV

         The total number of shares of all classes of stock that the Corporation
is authorized to issue is one thousand (1,000) shares of Common Stock, par value
of $0.01 per share.

                                        V

         The name and the mailing address of the sole incorporator is as
follows:

                           NAME                           MAILING ADDRESS

                  Deborah K. Openshaw                 Sachnoff & Weaver, Ltd.
                                                      30 South Wacker Drive
                                                      Suite 2900
                                                      Chicago, Illinois 60606

                                       VI

         The business and affairs of the Corporation shall be managed by or
under the direction of a board of directors. The number of directors of the
Corporation shall be as specified in the



Bylaws of the Corporation, but such number may from time to time be increased or
decreased in such manner as may be prescribed by the Bylaws. In no event shall
the number of directors be less than the minimum prescribed by law. The election
of directors need not be by ballot. Directors need not be stockholders.

                                       VII

         In furtherance and not in limitation of the power conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the Bylaws of the Corporation.

                                      VIII

         No stockholder of the Corporation shall by reason of holding shares of
any class of stock have any cumulative voting right.

                                       IX

         A director of the Corporation shall not, in the absence of fraud, be
disqualified by his or her office from dealing or contracting with the
Corporation either as a vendor, purchaser or otherwise, nor in the absence of
fraud shall a director of the Corporation be liable to account to the
Corporation for any profit realized by the director from or through any
transaction or contract of the Corporation by reason of the fact that the
director, or any firm of which he or she is a member or any corporation of which
he or she is an officer, director or stockholder, was interested in such
transaction or contract if such transaction or contract has been authorized,
approved or ratified in a manner provided in the DGCL for authorization,
approval or ratification of transactions or contracts between the Corporation
and one or more of its directors or officers or between the Corporation and any
other corporation, partnership, association or other organization in which one
or more of its directors or officers are directors or officers or have a
financial interest.

                                        X

         Meetings of stockholders may be held within or without the State of
Delaware as the Bylaws may provide. The books of the Corporation may be kept
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors of the Corporation or in the Bylaws of
the Corporation. Election of directors need not be by written ballot unless the
Bylaws of the Corporation so provide.

                                       XI

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the DGCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of

                                       2


Section 279 of the DGCL order a meeting of the creditors or class of creditors
and/or the stockholders or class of stock of the Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing two-thirds the value of the creditors or class of creditors
and/or the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement or to any reorganization of
this Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement of the said reorganization shall, if sanctioned by the
Court to which the said application has been made, be binding on all the
creditors or class of creditors and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

                                       XII

         A.       INDEMNIFICATION OF OFFICERS AND DIRECTORS: The Corporation
shall:

                  (a) indemnify, to the fullest extent permitted by the DGCL,
         any person who was or is a party or is threatened to be made a party to
         any threatened, pending or completed action, suit or proceeding,
         whether civil, criminal, administrative or investigative (other than an
         action by or in the right of the Corporation) by reason of the fact
         that such person is or was a director or an officer of the Corporation,
         or is or was serving at the request of the Corporation as a director or
         officer of another corporation, partnership, joint venture, trust or
         other enterprise, or, if such person has previously been designated for
         indemnification by the resolution of the Board of Directors, an
         employee or agent of the Corporation, against 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 if such person acted in good faith and in a
         manner such person reasonably believed to be in or not opposed to the
         best interest of the Corporation, and, with respect to any criminal
         action or proceeding, had no reasonable cause to believe such person's
         conduct was unlawful. The termination of any action, suit or proceeding
         by judgment, order, settlement, conviction or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which such person reasonably believed to be in or not opposed to the
         best interests of the Corporation, and, with respect to any criminal
         action or proceeding, had reasonable cause to believe that such
         person's conduct was unlawful; and

                  (b) indemnify any person who was or is a party or is
         threatened to be made a party to any threatened, pending or completed
         action or suit by or in the right of the Corporation to procure a
         judgment in its favor by reason of the fact that such person is or was
         a director or an officer, or is or was serving at the request of the
         Corporation as a director or officer of another corporation, joint
         venture, trust or other enterprise, or, if such person has previously
         been designated for indemnification by the resolution of the Board of
         Directors, an employee or agent of the Corporation, against expenses
         (including attorneys' fees) actually and reasonably incurred by each
         person in connection with the

                                       3


         defense or settlement of such action or suit if such person acted in
         good faith and in a manner such person reasonably believed to be in or
         not opposed to the best interests of the Corporation and except that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable to the
         Corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper; and

                  (c) indemnify, to the extent that a present or former director
         or officer has been successful on the merits or otherwise in defense of
         any action, suit or proceeding referred to in Article XII.A. (a) and
         (b), or in defense of any claim, issue or matter therein, any such
         present or former director or officer against expenses (including
         attorneys' fees) actually and reasonably incurred by such person in
         connection therewith; and

                  (d) make any indemnification under Article XII.A. (a) and (b)
         (unless ordered by a court) only as authorized in the specific case
         upon a determination that indemnification of the director, officer,
         employee or agent is proper in the circumstances because such director,
         officer, employee or agent has met the applicable standard of conduct
         set forth in Article XII.A. (a) and (b). Such determination shall be
         made (1) by the Board of Directors by a majority vote of a quorum
         consisting of directors who were not parties to such action, suit or
         proceeding, or (2) if such a quorum is not obtainable, or, even if
         obtainable a quorum of disinterested directors so directs, by
         independent legal counsel in a written opinion, or (3) by the
         stockholders of the Corporation; and

                  (e) pay expenses incurred by a director or an officer in
         defending a civil or criminal action, suit or proceeding in advance of
         the final disposition of such action, suit or proceeding upon receipt
         of an undertaking by or on behalf of such director or officer to repay
         such amount if it shall ultimately be determined that such director or
         officer is not entitled to be indemnified by the Corporation as
         authorized in this Article XII. Notwithstanding the foregoing, the
         Corporation shall not be obligated to pay expenses incurred by a
         director or an officer with respect to any threatened, pending, or
         completed claim, suit or action, whether civil, criminal,
         administrative, investigative or otherwise ("Proceedings") initiated or
         brought voluntarily by a director or an officer and not by way of
         defense (other than Proceedings brought to establish or enforce a right
         to indemnification under the provisions of this Article XII unless a
         court of competent jurisdiction determines that each of the material
         assertions made by the director or officer in such proceeding were not
         made in good faith or were frivolous). The Corporation shall not be
         obligated to indemnify the director or officer for any amount paid in
         settlement of a Proceeding covered hereby without the prior written
         consent of the Corporation to such settlement; and

                  (f) not deem the indemnification and advancement of expenses
         provided by, or granted pursuant to, the other subsections of this
         Article XII exclusive of any other

                                       4


         rights to which those seeking indemnification or advancement of
         expenses may be entitled under any bylaw, agreement, vote of
         stockholders or disinterested directors or otherwise, both as to action
         in such director's or officer's official capacity and as to action in
         another capacity while holding such office; and

                  (g) have the right, authority and power to purchase and
         maintain insurance on behalf of any person who is or was a director,
         officer, employee or agent of the Corporation, or is or was serving at
         the request of the Corporation as a director, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise against any liability asserted against such person and
         incurred by such person in any such capacity, or arising out of such
         person's status as such, whether or not the Corporation would have the
         power to indemnify such person against such liability under the
         provisions of this Article XII; and

                  (h) deem the provisions of this Article XII to be a contract
         between the Corporation and each director, or appropriately designated
         officer, employee or agent who serves in such capacity at any time
         while this Article XII is in effect and any repeal or modification of
         this Article XII shall not affect any rights or obligations then
         existing with respect to any state of facts then or theretofore
         existing or any action, suit or proceeding theretofore or thereafter
         brought or threatened based in whole or in part upon such state of
         facts. The provisions of this Article XII shall not be deemed to be a
         contract between the Corporation and any directors, officers, employees
         or agents of any other Corporation (the "Second Corporation") which
         shall merge into or consolidate with this Corporation when this
         Corporation shall be the surviving or resulting Corporation, and any
         such directors, officers, employees or agents of the Second Corporation
         shall be indemnified to the full extent permitted under the DGCL only
         at the discretion of the Board of Directors of this Corporation; and

                  (i) continue the indemnification and advancement of expenses
         provided by, or granted pursuant to, this Article XII, unless otherwise
         provided when authorized or ratified, as to a person who has ceased to
         be a director, officer, employee or agent of the Corporation and such
         rights shall inure to the benefit of the heirs, executors and
         administrators of such a person.

         B. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS: No director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's 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) under
Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the DGCL is amended to authorize the further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended DGCL.
Any repeal or modification of this Article XII by the stockholders of the
Corporation shall be prospective only, and shall not adversely

                                       5


affect any limitation on the personal liability of a director of the Corporation
existing at the time of such repeal or modification.

                                      XIII

         The Board of Directors of the Corporation may adopt a resolution
proposing to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute.

         IN WITNESS WHEREOF, I have hereunto set my hand on June 20, 2002.


                                  /s/ DEBORAH K. OPENSHAW
                               -----------------------------------
                                      Deborah K. Openshaw
                                       Sole Incorporator

                                       6

EX-3.6

                                                                     Exhibit 3.6

                                     BYLAWS
                                       OF
                         VIRGINIA PARKING SERVICE, INC.






                                    ARTICLE 1

                                     OFFICES

         The principal office of the Corporation may be, within or without the
State of Delaware as the business of the Corporation may require from time to
time.

         The registered office of the Corporation required by the General
Corporation Law of Delaware to be maintained in the State of Delaware shall be
1209 Orange Street, Wilmington, Delaware, County Of New Castle. The name of the
registered agent of the Corporation in Delaware shall be The Corporation Trust
Company.

                                    ARTICLE 2

                                  STOCKHOLDERS

         SECTION 2.1. ANNUAL MEETING. The annual meeting of the stockholders
shall be held on March 1st of each year (beginning with the year 2003), or on
such other date as determined by the Board of Directors, at such hour as shall
be designated in the notice of the meeting for the purpose of electing directors
and for the transaction of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday, such meeting
shall be held on the next succeeding business day. If the election of directors
shall not be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a meeting of the stockholders as soon thereafter as conveniently may be.

         SECTION 2.2. SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the President, by the Board of Directors, or by the holders of not
less than one-fifth of all the outstanding shares of the Corporation.

         SECTION 2.3. PLACE OF MEETING. The Board of Directors may designate any
place, if any, either within or without the State of Delaware, as the place of
meeting for any annual meeting or for any special meeting called by the
President or Board of Directors. A waiver of notice signed by all stockholders
may designate any place, if any, either within or without the State of Delaware,
as the place for the holding of such meeting. If no designation is made, or if a
special meeting is otherwise called, the place of meeting, if any, shall be at
the principal office of the Corporation in the State of Illinois, except as
otherwise provided in Section 2.5 of these Bylaws. The Board of Directors may,
in its sole discretion, determine that a meeting or meetings of the stockholders
shall not be held at any place, but may instead be held solely by means of
remote communication as authorized and in the manner set forth in paragraph
(a)(2) of Section 211 of the Delaware General Corporation Law ("DGCL").

         SECTION 2.4. NOTICE OF MEETING. Written or printed notice stating the
place, if any, day, hour of the meeting, and means of remote communication, if
any, by which stockholders and proxy holders may be deemed to be present in
person and vote at stockholder




meetings, and in the case of a special meeting, the purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, or in the case of a merger or consolidation not
less than twenty nor more than sixty days before the meeting, either personally
or by mail, by or at the direction of the President, or the Secretary, or the
officer or persons calling the meeting, to each stockholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the stockholder at his
address as it appears on the records of the Corporation, with postage thereon
prepaid. Stockholders may consent to receiving electronic delivery of notice of
stockholder meetings, subject to the limitations found in Section 232 of the
DGCL. Any waiver of notice of a stockholder meeting may be given by electronic
transmission in the manner set forth in Section 229 of the DGCL.

         SECTION 2.5. MEETING OF ALL STOCKHOLDERS. If all of the stockholders
shall meet at any time and place, if any, either within or without the State of
Delaware, and consent to the holding of a meeting at such time and place, if
any, such meeting shall be valid without call or notice, and at such meeting any
corporate action may be taken.

         SECTION 2.6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors of the Corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty days. If the stock transfer books shall be closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days, or in
the case of a merger or consolidation, at least twenty days, immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
days and, for a meeting of stockholders, not less than ten days, or in the case
of a merger or consolidation, not less than twenty days, immediately preceding
such meeting. If the stock transfer books are not closed and no record date is
fixed for the determination of stockholders entitled to notice of or to vote at
a meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
stockholders.

         SECTION 2.7. VOTING LISTS. The officer or agent having charge of the
transfer books for shares of the Corporation shall make at least ten days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order, with the address of and
the number of shares held by each. Such list need not include electronic mail
addresses or other electronic contact information and shall be open to the
examination of any stockholder for any purpose germane to the meeting, for a
period of at least ten (10) days prior to the meeting, (i) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting or (ii)



                                       2



during ordinary business hours, at the principal place of business of the
Corporation. In the event that the Corporation determines to make the list
available on an electronic network, the Corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
Corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonable accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

         SECTION 2.8. QUORUM. A majority of the outstanding shares of the
Corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of stockholders; provided, that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. If
a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting shall be the act of the stockholders, unless the vote
of a greater number or voting by classes is required by the DGCL or the
Certificate of Incorporation.

         SECTION 2.9. PROXIES. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meetings. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

         SECTION 2.10. VOTING OF SHARES. Subject to the provisions of Section
2.12 of these Bylaws, the Certificate of Incorporation and the Certificate of
Designations, if any, of any class of stock of the Corporation, each outstanding
share, regardless of class, shall be entitled to one vote upon each matter
submitted to vote at a meeting of stockholders.

         SECTION 2.11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the Bylaws of such corporation may prescribe, or, in
the absence of such provision, as the Board of Directors of such corporation may
determine.

         Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator or trustee may be voted by such fiduciary,
either in person or by proxy, but no guardian, conservator or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of
such shares into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

                                       3


         A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Shares of its own stock belonging to this Corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.

         SECTION 2.12. INFORMAL ACTION BY STOCKHOLDERS. Any action required to
be taken at any annual or special meeting of the stockholders, or any other
action which may be taken at any annual or special meeting of the stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
Written consent includes the use of telegram, cablegram, or other electronic
transmission as described in Section 219 of the DGCL. However, unless the Board
of Directors of the Corporation provide otherwise, such transmission must be
reproduced in paper form and delivered to the Corporation's registered office,
principal place of business or its officer or agent having custody of the book
in which proceeding of meetings of stockholders are recorded, in order to be
deemed delivered.

         SECTION 2.13. VOTING BY BALLOT AND PROXY. Voting on any question or in
any election may be viva voce unless the presiding officer shall order or any
stockholder shall demand that voting be by ballot or proxy. When counting
written ballots and proxies to determine their validity, inspectors of election
may rely on any verification information required of stockholders voting
electronically. Written ballots and proxies include those submitted
electronically as set forth in paragraph (e) of Section 211 of the DGCL.

                                    ARTICLE 3

                                    DIRECTORS

         SECTION 3.1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors.

         SECTION 3.2. NUMBER, TENURE AND QUALIFICATION. The number of directors
of the Corporation shall be no less than one (1) and no more than five (5). The
exact number of directors may be fixed from time to time by resolution of the
Board of Directors of the Corporation. Each director shall hold office until the
next annual meeting of stockholders or until his successor shall have been duly
elected and qualified. Directors need not be residents of Delaware or
stockholders of the Corporation

                                       4


         SECTION 3.3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw, immediately after,
and at the same place, if any, as the annual meeting of stockholders. The Board
of Directors may provide, by resolution, the time and place, either within or
without the State of Delaware, for the holding of additional regular meetings
without other notice than such resolution.

         SECTION 3.4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
Directors or by the sole Director if there remains only one. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, if any, either within or without the State of Delaware, as the place
for holding any special meeting of the Board of Directors called by them.

         SECTION 3.5. NOTICE. Notice of any special meeting shall be given at
least 24 hours previous thereto by written notice delivered personally, by
courier or mailed to each director at his business address, or by telegram or
facsimile. If notice is given by courier, such notice shall be deemed to be
delivered one business day following deposit with the courier. If mailed, such
notice shall be deemed to be delivered two days following deposit in the United
States mail. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. If notice is
given by facsimile, such notice shall be deemed to be delivered on the day of
transmission if transmitted during the recipient's normal business hours or one
business day following transmission if transmitted after business hours. Any
director may waive notice of any meeting. The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

         SECTION 3.6. QUORUM. A majority of the number of directors fixed by
these Bylaws shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, provided, that if less than a majority of
such number of directors are present at said meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.

         SECTION 3.7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

         SECTION 3.8. VACANCIES. Any vacancy occurring in the Board of Directors
and any directorship to be filled by reason of an increase in the number of
directors may be filled by the directors at a special or regular meeting called
for such purpose or by unanimous written consent in lieu thereof pursuant to
Section 3.13 of these Bylaws. Any director elected to such vacancy shall hold
office until the next annual meeting of stockholders.

                                       5


         SECTION 3.9. RESIGNATIONS. Any Director of the Corporation may resign
at any time by giving notice in writing or by electronic transmission (as such
term is defined in subsection (c) of Section 232 of the DGCL) to the Board of
Directors, the chairman, if any, the chief executive officer, the president, the
chief financial officer or the secretary of the Corporation. Such resignation
shall take effect at the time specified therein and, unless tendered to take
effect upon acceptance thereof, the acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 3.10. REMOVAL OF DIRECTORS. Any director or the entire Board of
Directors of this Corporation may be removed with or without cause at any annual
or special meeting of stockholders by the holders of a majority of the shares
then entitled to vote at an election of directors.

         SECTION 3.11. COMPENSATION. The Board of Directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise. By resolution of the Board of Directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the Board.
In the event the Internal Revenue Service shall deem any compensation (including
any fringe benefit) paid to a director to be unreasonable or excessive, such
director must repay to the Corporation the excess over what is determined by the
Internal Revenue Service to be reasonable compensation, with interest on such
excess at the minimum applicable federal rate, within ninety days after notice
from the Corporation.

         SECTION 3.12. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be conclusively presumed to have assented to the
action taken unless his dissent shall be entered in the minutes of the meeting
or unless he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.

         SECTION 3.13. INFORMAL ACTION BY BOARD OF DIRECTORS. Any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or committee consent thereto in writing or by electronic transmission (as
such term is defined in subsection (c) of Section 232 of the DGCL), and the
writing(s) or electronic transmissions(s) are filed with the minutes of
proceedings of the Board of Directors or committee thereof. Such filing(s) shall
be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

         SECTION 3.14. PARTICIPATION BY CONFERENCE TELEPHONE. Members of the
Board of Directors or of any committee designated by the Board of Directors may
participate in a

                                       6


meeting of such Board or committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in such meeting shall constitute
attendance and presence in person at the meeting of the person or persons so
participating.

         SECTION 3.15 COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, or in these Bylaws, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to amending
the Certificate of Incorporation by the Board of Directors, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the Bylaws of the Corporation; and,
unless the Board of Directors, Bylaws or Certificate of Incorporation expressly
so provide, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a Certificate of
Ownership and Merger.

                                    ARTICLE 4

                                    OFFICERS

         SECTION 4.1. NUMBER. The officers of the Corporation shall be, at
minimum, a President, a Treasurer or Chief Financial Officer, and a Secretary.
The Board may also choose a Chairman of the Board, a Chief Executive Officer and
such Vice Presidents (the number thereof to be determined by the Board of
Directors), Assistant Treasurers, Assistant Secretaries or other officers as may
be elected or appointed by the Board of Directors. Any two or more offices may
be held by the same person.

         SECTION 4.2. ELECTION AND TERMS OF OFFICE. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Each
officer shall hold office until his or her successor shall have been duly
elected and shall have qualified or until his or her death or until he or she
shall resign or shall have been removed in the manner

                                       7


hereinafter provided. Election or appointment of an officer or agent shall not
of itself create contract rights.

         SECTION 4.3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

         SECTION 4.4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or because of the creation
of an office, may be filled by the Board of Directors for the unexpired portion
of the term.

         SECTION 4.5. THE CHAIRMAN. The Chairman of the Board, if one is
appointed, the Chief Executive Officer, if one is appointed, or the President
shall preside at all meetings of the stockholders and of the Board of Directors
and shall see that orders and resolutions of the Board of Directors are carried
into effect. He or she shall have concurrent power with the Chief Executive
Officer, if any, and the President to sign bonds, mortgages, certificates for
shares and other contracts and documents, whether or not under the seal of the
Corporation except in cases where the signing and execution thereof shall be
expressly delegated by law, by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation. The Chairman of the Board shall
perform such duties as the Board of Directors may from time to time prescribe.

         SECTION 4.6. THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall be the principal executive officer of the Corporation and shall, in
general, supervise and control all of the business and affairs of the
Corporation, unless otherwise provided by the Board of Directors. He or she may
sign bonds, mortgages, certificates for shares and all other contracts and
documents whether or not under the seal of the Corporation except in cases where
the signing and execution thereof shall be expressly delegated by law, by the
Board of Directors or by these Bylaws to some other officer or agent of the
Corporation. He or she shall have general powers of supervision and shall be the
final arbiter of all differences between officers of the Corporation and his or
her decision as to any matter affecting the Corporation shall be final and
binding as between the officers of the Corporation subject only to its Board of
Directors.

         SECTION 4.7. THE PRESIDENT. If no Chief Executive Officer is appointed,
or in the absence of the Chief Executive Officer, the President shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. He or she shall have concurrent power with the Chief Executive Officer
to sign bonds, mortgages, certificates for shares and other contracts and
documents, whether or not under the seal of the Corporation except in cases
where the signing and execution thereof shall be expressly delegated by law, by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation. In general, he or she shall perform all duties incident to the
office of President and such other duties as the Chief Executive Officer or the
Board of Directors may from time to time prescribe.

                                       8


         SECTION 4.8. THE EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. In the
absence of the President or in the event of his inability or refusal to act, the
Executive Vice President (or in the event there be more than one Executive Vice
President, the Executive Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. If no Executive Vice
President is elected then in the absence of the President or in the event of his
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. Any Executive Vice
President or Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation, and shall perform such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.

         SECTION 4.9 THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall be the principal financial and accounting officer of the Corporation, and
shall (a) have charge and custody of, and be responsible for, all funds and
securities of the Corporation; (b) keep or cause to be kept correct and complete
books and records of account including a record of all receipts and
disbursements; (c) deposit all funds and securities of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with these Bylaws; (d) from time to time prepare or cause to be prepared and
render financial statements of the Corporation at the request of the Chief
Executive Officer, the President, the Chairman of the Board, if any, or the
Board of Directors; and (e), in general, perform all duties incident to the
office of Chief Financial Officer and such other duties as from time to time may
be prescribed by the Chairman of the Board, if any, the Chief Executive Officer,
the President or the Board of Directors; provided, however, that in connection
with the election of the Chief Financial Officer, the Board of Directors may
limit in any manner the duties (other than those specified in clauses (a)
through (d) hereof) which may be prescribed to be performed by the Chief
Financial Officer by the Chairman of the Board, if any, the Chief Executive
Officer and/or the President.

         SECTION 4.10. THE TREASURER. If no Chief Financial Officer is
appointed, or in his or her absence or in the event of his or her inability or
refusal to act, the Treasurer shall perform the duties of the Chief Financial
Officer, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the Chief Financial Officer. He or she shall, in general,
perform all the duties incident to the office of Treasurer and such other duties
and have such other powers as the Chief Executive Officer, the President or the
Board of Directors may from time to time prescribe.

         SECTION 4.11. THE SECRETARY. The Secretary shall: (a) keep the minutes
of the stockholders' and of the Board of Directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all certificates for shares prior
to the issue

                                       9


thereof and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions
of these Bylaws; (d) keep a register of the post office address of each
stockholder which shall be furnished to the Secretary by such stockholder; (e)
sign with the President, or a Vice President, certificates for shares of the
Corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the stock transfer books of the
Corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

         SECTION 4.12. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
Assistant Treasurers shall respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant Secretaries as
thereunto authorized by the Board of Directors may sign with the President or a
Vice President certificates for shares of the Corporation, the issue of which
shall have been authorized by a resolution of the Board of Directors. The
Assistant Treasurers and Assistant Secretaries, in general, shall perform such
duties as shall be assigned to them by the Treasurer or the Secretary,
respectively, or by the President or the Board of Directors.

         SECTION 4.13. SALARIES. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation. In the event that the Internal Revenue Service shall deem any
compensation (including any fringe benefit) paid to an officer to be
unreasonable or excessive, such officer must repay to the Corporation the excess
over what is determined by the Internal Revenue Service to be reasonable
compensation, with interest on such excess at the minimum applicable federal
rate, within 90 days after notice from the Corporation.

                                    ARTICLE 5

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         SECTION 5.1. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation
shall:

         (a) indemnify, to the fullest extent permitted by the DGCL, any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or if such person has
previously been designated for indemnification by the resolution of the Board of
Directors, an officer, employee or agent of the Corporation, against 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 if such person acted in

                                       10


good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which such person reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful; and

         (b) indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, joint venture, trust or other enterprise, or if such person
has previously been designated for indemnification by the resolution of the
Board of Directors, an officer, employee or agent of the Corporation, against
expenses (including attorney's fees) actually and reasonably incurred by each
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper; and

         (c) indemnify any director, or, if such person has previously been
designated for indemnification by the resolution of the Board of Directors, an
officer, employee or agent against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection therewith, to the extent
that such director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Article 5, Section 5.1 (a) and (b), or in defense of
any claim, issue or matter therein; and

         (d) make any indemnification under Article 5, Section 5.1 (a) and (b)
(unless ordered by a court) only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because such director, officer, employee or agent
has met the applicable standard of conduct set forth in Article 5, Section 5.1
(a) and (b). Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders of the
Corporation; and

                                       11


         (e) pay expenses incurred by a director or officer in defending a civil
or criminal action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that such director or officer is not entitled to be indemnified by
the Corporation as authorized in this Article 5. Notwithstanding the foregoing,
the Corporation shall not be obligated to pay expenses incurred by a director or
officer with respect to any threatened, pending, or completed claim, suit or
action, whether civil, criminal, administrative, investigative or otherwise
("Proceedings") initiated or brought voluntarily by a director or officer and
not by way of defense (other than Proceedings brought to establish or enforce a
right to indemnification under the provisions of this Article 5 unless a court
of competent jurisdiction determines that each of the material assertions made
by the director or officer in such proceeding were not made in good faith or
were frivolous). The Corporation shall not be obligated to indemnify the
director or officer for any amount paid in settlement of a Proceeding covered
hereby without the prior written consent of the Corporation to such settlement;
and

         (f) not deem the indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Article 5 exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such director's or
officer's official capacity and as to action in another capacity while holding
such office; and

         (g) have the right, authority and power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person' s status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the provisions of
this Article 5; and

         (h) deem the provisions of this Article 5 to be a contract between the
Corporation and each director, or appropriately designated officer, employee or
agent who serves in such capacity at any time while this Article 5 is in effect
and any repeal or modification of this Article 5 shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon such state of facts. The provisions of
this Article 5 not be deemed to be a contract between the Corporation and any
directors, officers, employees or agents of any other Corporation (the "Second
Corporation") which shall merge into or consolidate with this Corporation when
this Corporation shall be the surviving or resulting Corporation, and any such
directors, officers, employees or agents of the Second Corporation shall be
indemnified to the extent required under the DGCL only at the discretion of the
Board of Directors of this Corporation; and

                                       12


         (i) continue the indemnification and advancement of expenses provided
by, or granted pursuant to, this Article 5, unless otherwise provided when
authorized or ratified, as to a person who has ceased to be a director, officer,
employee or agent of the Corporation and such rights shall inure to the benefit
of the heirs, executors and administrators of such a person.

         SECTION 5.2. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. As provided
for in the Certificate of Incorporation of the Corporation, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's 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) under
Section 174 of Title 8 of the DGCL, as the same exists or hereafter may be
amended, or (iv) for any transaction from which the director derived an improper
personal benefit. If the DGCL is amended to authorize the further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by a amended DGCL. Any
repeal or modification of this Article 5 by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.


                                    ARTICLE 6

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 6.1. CERTIFICATES FOR SHARES. Certificates representing shares
of the Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and shall be sealed
with the seal of the Corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors may prescribe.

         SECTION 6.2. TRANSFER OF SHARES. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation.

                                       13


                                    ARTICLE 7

                                   FISCAL YEAR

         The fiscal year of the Corporation shall begin on the first day of
January in each year and end on the last day of December in each year.

                                    ARTICLE 8

                                    DIVIDENDS

         The Board of Directors may from time to time, declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Certificate of Incorporation.

                                    ARTICLE 9

                                      SEAL

         The Board of Directors may approve a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
Corporation and the words, "Corporate Seal, Delaware."

                                   ARTICLE 10

                                WAIVER OF NOTICE

         Whenever any notice whatever is required to be given under the
provisions of these Bylaws or under the provisions of the Certificate of
Incorporation or under the provisions of the DGCL law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                   ARTICLE 11

                            AMENDMENTS TO THE BYLAWS

         These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by unanimous written consent of the Board of Directors or at any meeting
of the Board of Directors of the Corporation by a majority of the directors
present at the meeting, subject to the power of the stockholders to alter or
repeal Bylaws made by the Board of Directors.


                                       14

EX-10.1

                                                                    EXHIBIT 10.1

                               SECOND AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is made and entered into as of the 30th day of June, 2002 by and
among APCOA/Standard Parking, Inc., a Delaware corporation (the "Company")
LaSalle Bank National Association ("LaSalle"), a national banking association,
as a "Lender" (as hereinafter defined) and as agent for the Lenders (in such
capacity, the "Agent").

                              W I T N E S S E T H:

     WHEREAS, the Agent and the Company are party to that certain Amended and
Restated Credit Agreement dated as of January 11, 2002, as amended (as such
agreement may be further amended, restated, modified or supplemented and in
effect from time to time, the "Credit Agreement"), along with the lenders party
thereto from time to time (collectively, the "Lenders" and individually, a
"Lender"); and

     WHEREAS, only the Required Lenders (as defined in the Credit Agreement)
need execute and deliver this Amendment in order to make it effective, and
LaSalle currently holds 62.5% of the Commitments (as defined in the Credit
Agreement), making LaSalle the only Required Lender; and

     WHEREAS, in connection with the Credit Agreement, AP Holdings, Inc., a
Delaware corporation (the "Parent"), the owner of 84% of the issued and
outstanding common stock of the Company, and certain domestic subsidiaries of
the Company (the "Guarantors") executed and delivered to Agent, for the benefit
of the Lenders, that certain Amended and Restated Guaranty dated as of January
11, 2002 (as it may be further amended, restated, modified or supplemented and
in effect from time to time, the "Guaranty"); and

     WHEREAS, the Agent, the Required Lenders and the Company desire to amend
the Credit Agreement in certain respects, as hereinafter described in this
Amendment;

     NOW THEREFORE, in consideration of the mutual conditions and agreements set
forth in the Credit Agreement and this Amendment, and 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 in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Credit Agreement.

     2.   AMENDMENTS EFFECTIVE AS OF APRIL 1, 2002. The Loan Documents are
hereby amended, effective as of April 1, 2002, as follows:

          (a)  The following new definition of "Ordinary Course Capital Lease"
is hereby added to the Credit Agreement in the proper alphabetical order:

          "ORDINARY COURSE CAPITAL LEASE" shall mean a Capital Lease of
     equipment or motor vehicles entered into by the Company or its Subsidiaries
     or Joint



     Ventures in the ordinary course of business in connection with performing
     its obligations under a Facility Management Agreement or a Facility Lease.

          (b)  The definition of "Fixed Charges" in the Credit Agreement is
hereby deleted in its entirety and replaced with the following:

          "FIXED CHARGES" shall mean, for any period, the sum, without
     duplication, of (a) Net Interest Expense, PLUS (b) all payments of
     principal and other sums required to be paid in cash during such period by
     the Company or its Subsidiaries with respect to Indebtedness (excluding
     Off-Balance Sheet Liabilities and any payments of the principal amount of
     the Term Loan) of the Company or its Subsidiaries, PLUS (c) Net Capital
     Expenditures (minus the amount of any Ordinary Course Capital Leases used
     to finance such Net Capital Expenditures) during such period by the Company
     and its Subsidiaries, PLUS (d) all dividends, distributions and other
     similar obligations actually paid in cash with respect to Capital Stock
     (other than pursuant to Sections 5.2(l)(2), (4) and (5)), PLUS (e) all
     payments which are actually paid in cash during such period by the Company
     or its Subsidiaries pursuant to any Earnouts and any Adjusted Off-Balance
     Sheet Liabilities, unless such amount has been previously deducted from
     Adjusted EBITDA, PLUS (f) all accrued income taxes paid or payable in cash
     for such period for the Company or its Subsidiaries.

          (c)  The definition of "Indebtedness" in the Credit Agreement is
hereby deleted in its entirety and replaced with the following:

          "INDEBTEDNESS" of any Person shall mean, as of any date, without
     duplication, (a) all obligations of such Person for borrowed money or
     evidenced by bonds, notes, debentures or similar instruments or letters of
     credit (or reimbursement agreements in respect thereof) or bankers'
     acceptances, (b) all obligations of such Person as lessee under any Capital
     Lease or any Ordinary Course Capital Lease, (c) all obligations which are
     secured by any Lien existing on any asset or property of such Person
     whether or not the obligation secured thereby shall have been assumed by
     such Person, provided that if such Person shall not have assumed such
     obligation, then the amount of such obligation determined pursuant to this
     clause (c) shall not exceed the value of such encumbered asset or property,
     (d) the unpaid purchase price for goods, property or services acquired by
     such Person, except for trade accounts and accrued expenses payable arising
     in the ordinary course of business which are not past due within customary
     payment terms, (e) all obligations of such Person in respect of any Swap
     (valued in an amount equal to the highest termination payment, if any that
     would be payable by such Person upon termination for any reason on the date
     of determination), (f) all Earnouts, (g) all Disqualified Stock, (h) all
     Off-Balance Sheet Liabilities, and (i) all Contingent Liabilities of such
     Person with respect to or relating to indebtedness, obligations and
     liabilities of others similar in character to those described in clauses
     (a) through (h) of this definition.

                                        2


          (d)  The definition of "Ordinary Course Lease Termination" in the
Credit Agreement is hereby deleted in its entirety and replaced with the
following:

          "ORDINARY COURSE LEASE TERMINATION" shall mean (i) the termination of
     an Ordinary Course Equipment Lease or an Ordinary Course Capital Lease
     pursuant to either (a) the termination of the related Facility Management
     Agreement or Facility Lease, or (b) a material modification of the related
     Facility Management Agreement or Facility Lease such that the items of
     equipment or motor vehicles which are leased under such Ordinary Course
     Equipment Lease or Ordinary Course Capital Lease are no longer needed or
     useful for the purposes of performance under such Facility Management
     Agreement or Facility Lease by the Company or the applicable Subsidiary,
     and (ii) termination of a Facility Lease or Facility Management Agreement
     that is no longer needed or useful in the business judgment of the Company.

          (e)  The definition of "Ordinary Course Lease Termination Payments" in
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:

          "ORDINARY COURSE LEASE TERMINATION PAYMENTS" shall mean payments of
     liquidated damages or accelerated rentals or similar amounts which are paid
     under the terms of an Ordinary Course Equipment Lease, Ordinary Course
     Capital Lease, Facility Management Agreement or Facility Lease pursuant to
     an Ordinary Course Lease Termination thereof at or prior to expiration of
     the then-applicable respective terms thereunder.

          (f) Subsection 5.2(a) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:

          (a)  ADJUSTED TOTAL DEBT TO ADJUSTED EBITDA RATIO. Permit or suffer
     the Adjusted Total Debt to Adjusted EBITDA Ratio to be greater than the
     levels set forth in the following table as of the dates shown:



     Date of Measurement                      Required Ratio
     -------------------                      --------------
                                           
     March 31, 2002                           5.89 to 1.00
     June 30, 2002                            6.57 to 1.00
     September 30, 2002                       6.60 to 1.00
     December 31, 2002                        6.74 to 1.00
     March 31, 2003                           6.17 to 1.00
     June 30, 2003                            6.06 to 1.00
     September 30, 2003                       5.74 to 1.00
     December 31, 2003                        5.94 to 1.00


          As of December 31, 2001, the Company shall have a minimum Adjusted
     EBITDA of $26,200,000.

          (g)  Subsection 5.2(b) of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:

                                        3


          (b)  INTEREST COVERAGE RATIO. Permit or suffer the Interest Coverage
     Ratio to be less than the levels set forth in the following table as of the
     dates shown:



     Date of Measurement                      Required Ratio
     -------------------                      --------------
                                           
     March 31, 2002                           1.52 to 1.00
     June 30, 2002                            1.49 to 1.00
     September 30, 2002                       1.46 to 1.00
     December 31, 2002                        1.47 to 1.00
     March 31, 2003                           1.56 to 1.00
     June 30, 2003                            1.64 to 1.00
     September 30, 2003                       1.70 to 1.00
     December 31, 2003                        1.69 to 1.00


          (h)  Subsection 5.2(c) of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:

          (c)  FIXED CHARGE COVERAGE RATIO. Permit or suffer the Fixed Charge
     Coverage Ratio to be less than the levels set forth in the following table
     as of the dates shown:



     Date of Measurement                      Required Ratio
     -------------------                      --------------
                                           
     March 31, 2002                           1.12 to 1.00
     June 30, 2002                            1.04 to 1.00
     September 30, 2002                       0.99 to 1.00
     December 31, 2002                        0.98 to 1.00
     March 31, 2003                           1.02 to 1.00
     June 30, 2003                            1.06 to 1.00
     September 30, 2003                       1.09 to 1.00
     December 31, 2003                        1.08 to 1.00


          (i)  Subsection 5.2(d) of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:

          (d)  SENIOR DEBT TO ADJUSTED EBITDA RATIO. Permit or suffer the Senior
     Debt to Adjusted EBITDA Ratio to be greater than the levels set forth in
     the following table as of the dates shown:



     Date of Measurement                      Required Ratio
     -------------------                      --------------
                                           
     March 31, 2002                           1.24 to 1.00
     June 30, 2002                            1.52 to 1.00
     September 30, 2002                       1.47 to 1.00
     December 31, 2002                        1.58 to 1.00
     March 31, 2003                           1.27 to 1.00
     June 30, 2003                            1.35 to 1.00
     September 30, 2003                       1.17 to 1.00
     December 31, 2003                        1.33 to 1.00


                                        4


          (j)  Subsection 5.2(e) of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:

          (e)  INDEBTEDNESS. Create, incur, assume or in any manner
     become liable in respect of, or suffer to exist, or permit or
     suffer any Subsidiary to create, incur, assume or in any manner
     become liable in respect of, or suffer to exist, any Indebtedness
     other than:

               (i)    The Lender Indebtedness;

               (ii)   The Indebtedness described in SCHEDULE 5.2(e)
          hereto and renewals, extensions and refinancings thereof,
          but no increase in the amount thereof (as such amount is
          reduced from time to time) and no modifications of the terms
          thereof which is less favorable to the Company or more
          restrictive on the Company in any material manner shall be
          permitted;

               (iii)  Indebtedness of any Guarantor owing to the
          Company or to any other Guarantor (other than the Parent);

               (iv)   Subordinated Debt, including the related
          subordinated guarantees, pursuant to the Subordinated Debt
          Documents, provided that (A) immediately before and after
          (on a pro forma basis acceptable to the Agent and supported
          by such certificates required by the Agent) the incurrence
          of any such Subordinated Debt, no Unmatured Event or Event
          of Default shall exist or shall have occurred and be
          continuing and the Company shall be in pro forma compliance
          with all financial and other covenants contained herein as
          of the date of incurrence of such Subordinated Debt and for
          the following year and (B) all agreements, documents and
          instruments relating to such Subordinated Debt shall have
          been delivered to and approved by the Agent prior to the
          incurrence of such Subordinated Debt;

               (v)    Trade accounts payable and accrued expenses arising
          in the ordinary course which are past due in an amount which
          is not material in the aggregate for the Company and its
          Subsidiaries on a consolidated basis or which are being
          contested in good faith by appropriate proceedings and for
          which adequate reserves are maintained on the books of the
          Company;

               (vi)   Earnouts with respect to Permitted Acquisitions
          made by the Company;

               (vii)  Indebtedness which is nonrecourse to the Company
          or its Subsidiaries, provided that the aggregate amount of
          such nonrecourse Indebtedness does not exceed $10,000,000
          and such nonrecourse terms and the other terms of such
          financing are acceptable to the Agent;

                                        5


               (viii) Indebtedness incurred to finance insurance
          premiums in the ordinary course of business consistent with
          past practices of the Company;

               (ix)   Indebtedness of Subsidiaries and Joint Ventures
          which are not Guarantors owing to the Company or a Guarantor
          (other than the Parent) not exceeding an aggregate amount
          equal to the book value of three percent (3%) of Total
          Assets; PROVIDED, that any such Indebtedness shall reduce,
          dollar for dollar, the available transactions permitted by
          Section 5.2(l)(13);

               (x)    Indebtedness represented by the subtraction of
          Adjusted Off-Balance Sheet Liabilities from Off-Balance
          Sheet Liabilities;

               (xi)   Indebtedness (other than Indebtedness to (i)
          Parent, or (ii) the Principals, the Related Parties and
          their respective Affiliates) other than as described in
          clauses (i) through (x) above and (xiii) below not exceeding
          an aggregate amount equal to the book value of three percent
          (3%) of Total Assets, provided that not more than 50% of the
          Indebtedness incurred or otherwise outstanding pursuant to
          this clause (xi) may be secured by Permitted Liens;

               (xii)  any Indebtedness which may otherwise be permitted
          pursuant to Sections 5.2(l) and (s); and

               (xiii) any Indebtedness arising from Ordinary Course
          Capital Leases.

          (k)  Subsection 5.2(f) of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:

          (f)  LIENS. Create, incur or suffer to exist any Lien on any
     of the assets, rights, revenues or property, real, personal or
     mixed, tangible or intangible, whether now owned or hereafter
     acquired, of the Company or any of its Subsidiaries, other than:

               (i)    Liens in favor of the Agent for the benefit of the
          Lenders and the Agent;

               (ii)   Liens imposed by law (other than liens imposed by
          ERISA or Section 412 of the Code), carriers', warehousemen's
          or mechanic's Liens, operators' or drillers' Liens and Liens
          to secure claims for labor, material or supplies arising in
          the ordinary course of business, but only to the extent that
          payment thereof shall not at time be due or shall be
          contested in good faith by appropriate proceedings
          diligently conducted, with respect to which appropriate
          reserves have been set aside and as to which there has been
          no seizure of or foreclosure upon assets subject to such
          Liens;

                                        6


               (iii)  deposits or pledges to secure payment of
          workmen's compensation, unemployment insurance, old age
          pensions or other social security, or to secure the
          performance of bids, tenders, contracts (other than those
          relating to borrowed money) or leases or to secure statutory
          obligations or surety or appeal bonds, or to secure
          indemnity, performance or other similar bonds in the
          ordinary course of business, or in connection with contests,
          to the extent that payment thereof shall not at the time be
          due or shall be contested in good faith by appropriate
          proceedings diligently conducted and there have been set
          aside on its books appropriate reserves with respect
          thereto;

               (iv)   Liens securing taxes, assessments, levies or other
          governmental charges which are not overdue or which, in an
          amount not exceeding $1,000,000 in the aggregate, are being
          contested in good faith by appropriate proceedings
          diligently conducted, with respect to which reasonable
          reserves have been set aside and as to which there has been
          no seizure of or foreclosure upon assets subject to the
          Liens;

               (v)    Liens consisting of encumbrances, easements or
          reservations of, or rights of others for, rights-of-way,
          sewers, electric lines, telecommunications lines and other
          similar purposes, zoning restrictions, restrictions on the
          use of real property and minor defects and irregularities in
          the title thereto, and other similar encumbrances, none of
          which in the opinion of the Agent interferes with the use of
          the property subject thereto by the Company or such
          Subsidiary in the ordinary conduct of its business;

               (vi)   Liens existing on the date hereof and listed on
          SCHEDULE 5.2(f) hereto (including without limitation
          subordinated Liens created pursuant to the Subordinated Debt
          Documents), provided that neither the Indebtedness secured
          by any such existing Liens nor the property subject thereto
          shall increase;

               (vii)  Liens on the daily revenues in favor of Persons
          other than the Company or its Affiliates who are parties to
          the Facility Leases and Facility Management Agreements for
          the amounts due to them pursuant thereto;

               (viii) purported Liens in the ordinary course of
          business on fixtures to the extent applicable law permits a
          mortgagee to claim an interest therein, provided that such
          purported Liens do not secure any Indebtedness of the
          Company or any of its Affiliates;

               (ix)   any Lien created to secure payment of a portion of
          the purchase price of, or existing at the time of
          acquisition of, any tangible fixed asset (including Liens
          granted in connection with Ordinary Course Capital Leases)
          acquired by the Company or any of its Subsidiaries may

                                        7


          be created or suffer to exist upon such tangible fixed asset
          if the outstanding principal amount of the Indebtedness
          secured by such Lien does not exceed the purchase price paid
          by the Company or such Subsidiary for such tangible fixed
          asset provided that (A) such Lien does not encumber any
          other asset at any time owned by the Company or such
          Subsidiary, (B) not more than one such Lien shall encumber
          such tangible fixed asset at any one time and (C) the
          aggregate amount of Indebtedness secured by all such Liens
          shall not exceed shall not exceed the amounts permitted by
          Sections 5.2(e)(ii) and (xi);

               (x)    Liens on unearned insurance premiums to secure
          Indebtedness referred to in Section 5.2(e)(viii);

               (xi)   Liens arising by applicable law in respect of
          employees' wages, salaries or commissions not overdue; and

               (xii)  Liens arising out of judgments or awards not
          exceeding $1,000,000 in the aggregate against the Company or
          its Subsidiaries with respect to which the Company or such
          Subsidiary shall be in good faith prosecuting an appeal or a
          proceeding or review and the enforcement of such Lien is
          stayed pending such appeal or review.

          (l)  Subsection 5.2(r) of the Credit Agreement is hereby deleted in
its entirety and replaced with the following:

               (r)    NET CAPITAL EXPENDITURES. Make, or permit any
          Subsidiary to make, Net Capital Expenditures (minus the
          amount of any Ordinary Course Capital Leases used to finance
          such Net Capital Expenditures, such resulting amount
          referred to in this subsection as "Adjusted Net Capital
          Expenditures") that exceed in any fiscal year in the
          aggregate for the Company and its Subsidiaries 25% of the
          Adjusted EBITDA for such fiscal year, plus in each case, (i)
          the amount by which the allowed Adjusted Net Capital
          Expenditures for the most recently ended fiscal year
          exceeded the actual Adjusted Net Capital Expenditures for
          such fiscal year and (ii) an amount, not to exceed
          $2,000,000, of the allowed Adjusted Net Capital Expenditures
          for the following fiscal year (subject to the permitted
          Adjusted Net Capital Expenditures for such following year
          being reduced by the amount used and allowed under this
          clause (ii)).

          (m)  Schedule 1.1-D to the Credit Agreement is hereby deleted in its
entirety and replaced with the attached Schedule 1.1-D.

          (n)  The other Loan Documents are hereby amended in accordance with
the foregoing amendments to the Credit Agreement, to the extent such amendments
are applicable to each other Loan Document.

     3.   REAFFIRMATION AND CONFIRMATION OF SECURITY INTEREST. The Company and
the Guarantors hereby confirm to the Agent that each have granted to the Agent,
for the benefit of

                                        8


the Lenders, a security interest in or lien upon substantially all of their
respective property, including, without limitation, all the property described
in the Security Documents, in order to secure the obligations of the Company to
the Agent and the Lenders pursuant to the Credit Agreement. The Company and each
Guarantor hereby reaffirms its respective grant of such security interest and
lien to the Agent, for the benefit of the Lenders, for such purpose in all
respects.

     4.   REAFFIRMATION AND CONFIRMATION OF GUARANTIES. The Guaranty, as
amended, is hereby reaffirmed as of the date hereof in all respects by each of
the Continuing Guarantors and shall continue from and after the date hereof and
shall remain in full force and effect, as amended, from and after the date
hereof, and the obligations guaranteed under the Guaranty shall include the
Company's obligations under the Credit Agreement and the other Loan Documents,
as amended.

     5.   REPRESENTATION AND WARRANTIES. To induce the Agent and the Required
Lenders to enter into this Amendment, the Company and the Continuing Guarantors
hereby represent and warrant to the Agent and the Required Lenders that:

          (a)  Since December 31, 2001, there has been no development or event,
which has had or could reasonably be expected to have a material adverse effect
on the Company's or the Continuing Guarantors' respective businesses or
financial condition. No Event of Default or Unmatured Event has occurred or
would occur after giving effect to this Amendment.

          (b)  The Company and the Continuing Guarantors each have the corporate
power and authority, and the legal right, to make and deliver this Amendment and
to perform all of their respective obligations under the Loan Documents, as
amended by this Amendment, and each has taken all necessary corporate action to
authorize the execution and delivery of this Amendment.

          (c)  When executed and delivered, this Amendment and each Loan
Document, as amended by this Amendment, will constitute legal, valid and binding
obligations of the Company or the Continuing Guarantors, as applicable,
enforceable against each signatory thereto, in accordance with their respective
terms, except as affected by bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting the enforcement of creditors'
rights generally, and general equitable principles (whether considered in a
proceeding in equity or at law).

          (d)  The representations and warranties made by the Company and the
Continuing Guarantors in the Loan Documents to which each is a party are true
and correct in all material respects on and as of the date hereof, before and
after giving effect to the effectiveness of this Amendment, as if made on and as
of this date, other than those that relate to an earlier or specific date.

     6.   MISCELLANEOUS.

          (a) CAPTIONS. Section captions and headings used in this Amendment are
for convenience only and are not part of and shall not affect the construction
of this Amendment.

                                        9


          (b)  GOVERNING LAW. This Amendment shall be a contract made under and
governed by the laws of the State of Illinois, without regard to conflict of
laws principles. Whenever possible, each provision of this Amendment shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Amendment shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Amendment.

          (c)  SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

          (d)  COUNTERPARTS; FACSIMILE SIGNATURE. This Amendment may be executed
in one or more counterparts, each of which shall be deemed to be an original,
but all of which shall together constitute but one and the same document. This
Amendment may be executed by facsimile signature, and any such facsimile
signature by any party hereto shall be deemed to be an original signature and
shall be binding on such party to the same extent as if such facsimile signature
were an original signature.

          (e)  SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

          (f)  REFERENCES. From and after the date of execution of this
Amendment, any reference to any of the Loan Documents contained in any notice,
request, certificate or other instrument, document or agreement executed
concurrently with or after the execution and delivery of this Amendment shall be
deemed to include this Amendment unless the context shall otherwise require.

          (g)  CONTINUED EFFECTIVENESS. Notwithstanding anything contained
herein, the terms of this Amendment are not intended to and do not serve to
effect a novation as to the Credit Agreement, the Notes or any other Loan
Document. The parties hereto expressly do not intend to extinguish the Credit
Agreement or any other Loan Document. Instead, it is the express intention of
the parties hereto to reaffirm the indebtedness created under the Credit
Agreement, as evidenced by the Notes, and as secured by the collateral described
in the Security Documents. The Loan Documents, except as modified hereby, remain
in full force and effect and are hereby reaffirmed in all respects.

       [BALANCE OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]

                                       10


     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
Amended and Restated Credit Agreement to be duly executed under seal and
delivered by their respective duly authorized officers on the date first above
written.

                                        APCOA/STANDARD PARKING, INC.


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


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Agent and a Lender


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



                  [Guarantor Signature Page to Second Amendment
                    to Amended and Restated Credit Agreement]

ACKNOWLEDGED AND AGREED, this 30th day of June, 2002:

AP Holdings, Inc.                       Tower Parking, Inc.


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

APCOA Bradley Parking Company, LLC      Virginia Parking Service, Inc.


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

APCOA LaSalle Parking Company, LLC


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

Hawaii Parking Maintenance, Inc.


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

Standard Auto Park, Inc.


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

Standard Parking Corporation IL

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



                                 SCHEDULE 1.1-D

                         Pro Forma Financial Statements

                                 (See Attached)