10-K

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Table of Contents
INDEX TO HISTORICAL FINANCIAL STATEMENTS

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

FORM 10-K

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                to

Commission file number: 333-50437

Standard Parking Corporation
(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, Suite 1600, Chicago, Illinois 60611-1542
(Address of Principal Executive Offices, Including Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Each Class)

THE NASDAQ STOCK MARKET LLC
(Name of Each Exchange on which Registered)

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

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

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

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

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer ý Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No ý

         As of June 30, 2008, the aggregate market value of the voting and non-voting common equity held by nonaffiliates of the registrant was approximately $160.0 million, based on the closing price of the common stock as reported on the NASDAQ Global Market.

         As of March 2, 2009, there were 15,282,708 shares of common stock of the registrant outstanding.

Table of Contents

PART I
Item 1.	Business	5
Item 1A.	Risk Factors	14
Item 2.	Properties	21
Item 3.	Legal Proceedings	23
Item 4.	Submission of Matters to a Vote of Security Holders	23
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	Selected Financial Data	25
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 8.	Financial Statements and Supplementary Data	55
Item 9A.	Controls and Procedures	56
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	57
Item 11.	Executive Compensation	61
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	80
Item 13.	Certain Relationships and Related Transactions, and Director Independence	83
Item 14.	Principal Accountant Fees and Services	86
PART IV
Item 15.	Exhibits and Financial Statement Schedules	88
Signatures		131
Index to exhibits		134

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SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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the financial difficulties or bankruptcy of our major clients, including the impact on our ability to collect receivables;

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availability, terms and deployment of capital;

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potential impact on the market price of our common stock from the sale or offer of a substantial amount of our common stock by our majority shareholder and the ability of our majority shareholder to control our major corporate decisions;

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potential for change of control default under our credit agreement if an unaffiliated person obtains a majority of our common stock;

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the loss, or renewal on less favorable terms, of management contracts and leases;

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our ability to renew our insurance policies on acceptable terms, the extent to which our clients choose to obtain insurance coverage through us and our ability to successfully manage self-insured losses;

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the impact of public and private regulations;

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our ability to form and maintain relationships with large real estate owners, managers and developers;

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

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

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

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

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the loss of key employees;

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development of new, competitive parking-related services;

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changes in general economic and business conditions or demographic trends; and

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the other factors discussed under Item 1A, "Risk Factors," and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this Form 10-K.

        All of our forward-looking statements should be considered in light of these factors. We undertake no obligation to update our forward-looking statements or risk factors to reflect new information, future events or otherwise, except as may be required under applicable securities laws and regulations.

NOTE

        On December 4, 2007, our board of directors declared a 2-for-1 stock split in the form of a 100% common stock dividend to stockholders of record as of the close of business on January 8, 2008, which was distributed on January 17, 2008. All share and per share data included in this Form 10-K have been adjusted to reflect this stock split.

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PART I

ITEM 1.    BUSINESS

General

        We are a leading national provider of parking facility management services. We provide on-site management services at multi-level and surface parking facilities for all major markets of the parking industry. We manage approximately 2,200 locations, containing over one million parking spaces, in over 330 cities across the United States and Canada. Our diversified client base includes some of the nation's largest private and public owners, managers and developers of major office buildings, residential properties, commercial properties, shopping centers and other retail properties, sports and special event complexes, hotels, and hospitals and medical centers, including properties such as the MET Life Building in New York, the Four Seasons Hotel in Chicago, Harvard Medical School in Boston, Nationwide Arena in Columbus, Westfield Shoppingtown Century City in Los Angeles, and Greenway Plaza in Houston. In addition, we manage 133 parking-related and shuttle bus operations serving 63 airports, including Chicago O'Hare International Airport, Cleveland Hopkins International Airport and Dallas/Fort Worth International Airport.

        Since entering the parking business in 1929, we have focused on providing our clients with superior management services to attract customers. We believe that our management services, coupled with a leading position in our core markets, help to maximize profitability per parking facility for both us and our clients. We believe that we have created our leading position by providing:

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

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service enhancing information technology, including Client View™, a proprietary client reporting system that allows us to provide our clients with on-line access to site-level financial and operating information;

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comprehensive training programs for on-site employees, including our web-based Standard University^SM training programs that promote customer service and client retention; and

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an internal audit and contract compliance group to monitor cash and operational controls.

        Moreover, as a public company subject to the requirements of the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act, we adhere to accounting, internal control and reporting standards that are more rigorous than those typically followed by our non-public competitors.

        We believe that these factors distinguish us from our competitors and contribute to our high location retention rate, which averaged 89%, for the year ended December 31, 2008 (which statistic includes the impact of our decision to exit from unprofitable contracts).

        We do not own any parking facilities and, as a result, we assume few of the risks of real estate ownership. We operate our clients' parking properties through two types of arrangements: management contracts and leases. Under a management contract, we typically receive a base monthly fee for managing the facility, and we may also receive an incentive fee based on the achievement of facility performance objectives. We also receive fees for ancillary services. Typically, all of the underlying revenues and expenses under a standard management contract flow through to our client rather than to us. Under lease arrangements, we generally pay either a fixed annual rent, a percentage of gross customer collections, or a combination thereof to the property owner. We collect all revenues under lease arrangements and we are responsible for most operating expenses, but we are typically not responsible for major maintenance, capital expenditures or real estate taxes. As of December 31, 2008, we operated 90% of our locations under management contracts and 10% under leases.

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        We also provide a range of ancillary services to satisfy client needs such as municipal meter collection and valet parking.

Industry Overview

General

        The commercial parking industry comprises a large number of participants. The vast majority of firms are privately held companies, consisting of relatively few nationwide companies and hundreds of small regional or local operators, including a substantial number of companies that provide parking as an ancillary service in connection with property management or ownership. The parking industry from time to time experiences consolidation as smaller operators find that they lack the financial resources, economies of scale and management techniques required to compete with larger providers. We expect this trend will continue and provide larger parking management companies with opportunities to win business and acquire smaller operators.

Operating Arrangements

        Parking facilities operate under three general types of arrangements: management contracts, leases and ownership. The general terms and benefits of these three types of arrangements are as follows:

        Management Contracts.    Under a management contract, the facility operator generally receives a base monthly fee for managing the facility and may receive an incentive fee based on the achievement of facility performance objectives. Facility operators generally charge fees for various ancillary services such as accounting, equipment leasing and consulting. Responsibilities under a management contract include hiring, training and staffing parking personnel, and providing revenue collection, accounting, record-keeping, insurance and facility marketing services. In general, under a management contract, the facility operator is not responsible for structural or mechanical repairs, and typically is not responsible for providing security or guard services. Under typical management contracts, the facility owner is responsible for operating expenses such as taxes, license and permit fees, insurance premiums, payroll and accounts receivable processing and wages of personnel assigned to the facility. However, some management contracts, which are referred to as "reverse" management contracts, usually provide for larger management fees and require the facility operator to pay certain of these costs. Generally under management contracts, the facility owner is responsible for non-routine maintenance, repair costs and capital improvements. Management contracts are typically for a term of one to three years (though the client often reserves the right to terminate, without cause, on 30 days' notice) and may contain a renewal clause.

        Leases.    Under a lease arrangement, the parking facility operator generally pays to the property owner either a fixed annual rent, a percentage of facility revenues, or a combination thereof. The parking facility operator collects all revenues and is responsible for most operating expenses, but is typically not responsible for major maintenance, capital expenditures or real estate taxes. In contrast to management contracts, leases are typically for terms of three to ten years, often contain a renewal term, and provide for a fixed payment to the facility owner regardless of the facility's operating earnings. However, many of these leases may be cancelled by the client for various reasons, including development of the real estate for other uses. Some are cancelable by the client on as little as 30 days' notice without cause. Leased facilities generally require a longer commitment and a larger capital investment by the parking facility operator than do managed facilities.

        Ownership.    Ownership of parking facilities, either independently or through joint ventures, typically requires a larger capital investment and greater potential risks and rewards than managed or leased facilities. All owned facility revenues flow directly to the owner, and the owner has the potential to realize benefits of appreciation in the value of the underlying real estate. The owner of a parking

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facility is responsible for all obligations related to the property, including all structural, mechanical and electrical maintenance and repairs and property taxes. Due to the high cost of real estate in many major urban markets, ownership of parking facilities usually requires large capital investments. Standard Parking does not own any parking facilities.

Industry Growth Dynamics

        A number of opportunities for growth exist for larger parking facility operators, including the following:

        Growth of Large Property Managers, Owners and Developers.    Over the past several years, there has been a substantial increase in the number of national property managers, owners and developers with multiple locations. Sophisticated property owners consider parking a profit center that experienced parking facility management companies can maximize. This dynamic favors larger parking facility operators that can provide specialized, value-added professional services with nationwide coverage. In order to streamline their business, many of these large national property managers, owners and developers have reduced the number of suppliers with which they conduct business.

        Increased Outsourcing of Parking Management and Related Services.    Growth in the parking management industry has resulted from a continuing trend by parking facility owners to outsource the management of their parking and related operations to independent operators. We believe that entities such as large property management managers, owners and developers as well as cities, municipal authorities, hospitals and universities will increasingly retain parking management companies to operate facilities and provide related services in an effort to focus on their core competencies, reduce operating budgets and increase profitability and efficiency. We believe this trend is expanding to include outsourcing of shuttle bus operations, municipal meter collection and valet parking.

        Industry Consolidation.    The parking management industry is highly fragmented, with hundreds of small regional or local operators. We believe national parking facility operators have a competitive advantage over local and regional operators by reason of their:

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broad product and service offerings;

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deeper and more experienced management;

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relationships with large, national property managers, developers and owners;

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efficient cost structure due to economies of scale; and

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financial resources to invest in infrastructure and information systems.

Services

        As a professional parking management company, we provide a comprehensive, turn-key package of parking services to our clients. Under a typical management contract structure, we are responsible for providing and supervising all personnel necessary to facilitate daily parking operations including cashiers, porters, valet attendants, managers, bookkeepers, and a variety of maintenance, marketing, customer service, and accounting and revenue control functions. By way of example, our typical day-to-day operating duties, whether performed using our own personnel or subcontracted vendors, include:

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Collection and deposit of daily and monthly parking revenues from all parking customers.

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Daily housekeeping to maintain the facility in a clean and orderly manner.

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Restriping of the parking stalls as necessary.

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Routine maintenance of parking equipment (e.g., ticket dispensing machines, parking gate arms, fee computers).

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Marketing efforts designed to maximize gross parking revenues.

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Delivery of courteous and professional customer relations.

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Painting of walkways, curbs, ceilings, walls or other facility surfaces.

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Snow removal from sidewalks and driveways.

        The scope of our management services typically also includes a number of functions that support the basic daily facility operations, such as:

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Preparation of an annual operating budget reflecting our estimates of the annual gross parking revenues that the facility will generate from its parking customers, as well as the costs and expenses to be incurred in connection with the facility's operation.

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Evaluation and analysis of, and consultation with our clients with respect to, price structures that will optimize our client's revenue objectives.

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Consultation with our clients regarding which of our customer amenities are appropriate and/or desirable for implementation at the client's parking facility.

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Implementation of a wide range of operational and revenue control processes and procedures, including internal audit procedures, designed to maximize and protect the facility's parking revenues. Compliance with our mandated processes and procedures is supervised by dedicated internal audit and contract compliance groups.

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Consultation with our clients regarding any recommended modifications in facility design or traffic flow, or the installation of new or updated parking equipment, designed both to enhance the ease and convenience of the parking experience for the parking customers and to maximize facility profitability.

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Monthly reporting to our clients regarding the facility's operating results. For those clients who wish to directly access their financial reporting information on-line, we offer the use of our proprietary Client View^SM client reporting system, which provides on-line access to site-level financial and operating information.

Ancillary Services

        Beyond the conventional parking facility management services described above, we also offer an expanded range of ancillary services. For example:

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At various airports throughout the United States, we provide shuttle bus vehicles and the drivers to operate them in support of on-airport car rental operations as well as private off-airport parking locations.

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At certain airports, we provide ancillary ground transportation services, such as taxi and livery dispatch services, as well as concierge-type ground transportation information and support services for arriving passengers.

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For municipalities, we provide basic shuttle bus services, on-street parking meter collection and other forms of parking enforcement services.

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Within the medical center and hospital market, we provide valet parking and shuttle bus services.

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Amenities and Customer Service Programs

        We offer a comprehensive package of amenity and customer service programs, branded as Ambiance in Parking®, that can be provided to our customers, many at nominal or no cost to the client. These programs not only make the parking experience more enjoyable, but also convey a sense of the client's sensitivity to and appreciation of the needs of its parking customers. In doing so, we believe the programs serve to enhance the value of the parking properties themselves.

        Musical Theme Floor Reminder System.    Our musical theme floor reminder system is designed to help customers remember the garage level on which they parked. A different song is played on each floor of the parking garage. Each floor also displays distinctive signage and graphics that correspond with the floor's theme. For example, in one parking facility with U.S. colleges as a theme, a different college logo is displayed, and that college's specific fight song is heard, on each parking level. Other parking facilities have themes such as famous recording artists, musical instruments, and professional sports teams.

        Books-To-Go® CD Library.    Monthly customers can borrow—free of charge—audio CD to which they can listen as they drive to and from work. A wide selection of fiction, non-fiction and business titles is maintained in the facility office.

        Films-To-Go® DVD Library.    This amenity builds on the success of our popular Books-To-Go® program. DVDs of many popular movie titles are stocked in the parking facility office and made available free of charge to monthly customers. The movie selections are updated on a regular basis.

        Little Parkers® Child-Friendly Facilities.    This amenity creates a family atmosphere at the parking facility. Customers may use baby changing stations installed in the public restrooms. Kids appreciate the distribution of free toys such as bubble bottles, coloring books and stuffed animals.

        Complimentary Driver Assistance Services.    Parking facility attendants provide a wide range of complimentary services to customers with car problems. Assistance can include charging weak batteries, inflating/changing tires, cleaning windshields and refilling windshield washer fluid. Attendants also can help customers locate their vehicles and escort them to their cars.

        Standard Equipment & Technology Upgrade Program® Services (SETUP®).    Standard Parking provides clients with a complete turnkey solution to managing all phases of new equipment projects, from initial design to installation to ongoing maintenance. Our design team will suggest a complete solution intended to return to our clients the greatest value for their investment based upon consideration of a wide array of choices as to both equipment (such as Pay-On-Foot, Automated Vehicle Identification and Automated Credit/Debit Card machine technology) and services (procurement, project management, installation and maintenance).

        Standard Road Assist® Emergency Services.    Parking customers experiencing vehicle problems beyond weak batteries and low tire pressure call our toll-free number to receive, on a pay-per-use basis, a basic package of emergency services, including towing up to five miles, jump starting, flat tire changing, fuel delivery, extracting a vehicle from the side of the road and lock-out service. The emergency services are provided at the parking facility or anywhere on the road.

        CarCare Maintenance Services.    A car service vendor will pick-up a customer's car from the parking facility, contact the customer with an estimate, service the car during normal working hours and return it to the facility before the end of the business day.

        ParkNet® Traffic Information System.    The system provides customers with continuously updated traffic reports on a site-specific basis so that drivers can learn not only about traffic conditions on the area highways, but also about conditions in the immediate vicinity of the parking facility.

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        Automated Teller Machines.    On-site ATM machines provide customers access to cash from bankcards and credit cards. We arrange for the installation of the machine, operated and maintained by an outside vendor. The parking facility realizes supplemental income from a fixed monthly rent and a share of usage transaction fees.

        Complimentary Courtesy Umbrellas and Flashlights.    Courtesy umbrellas are loaned to customers on rainy days. A similar lending program can be implemented to provide flashlights in emergency situations or power outages.

        Complimentary Services/Customer Appreciation Days.    Our clients select from a variety of complimentary services that we provide as a special way of saying "thank you" to our parking customers. Depending on client preferences, coffee, donuts and/or newspapers occasionally are provided to customers during the morning rush hour. On certain holidays, candy, with wrappers that can be customized with the facility logo, can be distributed to customers as they exit. We also can distribute personalized promotional items, such as ice scrapers and key-chains.

Business Development

        Our efforts to attract new clients are primarily concentrated in and coordinated by a dedicated business development group, whose background and expertise is in the field of sales and marketing, and whose financial compensation is determined to a significant extent by their business development success. This business development group is responsible for forecasting sales, maintaining a pipeline of prospective and existing clients, initiating contacts with such clients, and then following through to coordinate meetings involving those clients and the appropriate members of our operations hierarchy. By concentrating our sales efforts through this dedicated group, we enable our operations personnel to focus on achieving excellence in our parking facility operations and maximizing our clients' parking profits and our own profitability.

        We also place a specific focus on marketing and client relationship efforts that pertain to those clients having a large regional or national presence. Accordingly, we assign a dedicated executive to those clients to address any existing portfolio issues, as well as to reinforce existing—and develop new—account relationships and to take any other action that may further our business development interests.

Operations

        We maintain regional and city offices throughout the United States and Canada in order to support approximately 13,320 employees and approximately 2,200 locations. These offices serve as the central bases through which we provide the employees to staff our parking facilities as well as the on-site and support management staff to oversee those operations. Our administrative staff accountants are based in those same offices and facilitate the efficient, accurate and timely production and delivery to our clients of our monthly reports. Having these all-inclusive operations and accounting teams located in regional and city offices throughout the United States and Canada allows us to add new locations quickly and in a cost-efficient manner. To facilitate the training of our facility personnel throughout the country, we have created Standard University^sm, the foundation of all our formal training programs that span a wide range of topics including soft skills, technology, software, leadership skills and operating procedures. Courses are deployed using a multitude of methods including classroom sessions, web-based sessions, and self-managed, computer-based training. Standard University^sm is available to our employees on a 24/7 basis so they may access training and information when they need it.

        Our overall basic corporate functions in the areas of finance, human resources, risk management, legal, purchasing and procurement, general administration, strategy and information and technology are based in our Chicago corporate office. The Chicago corporate office also supports and promotes

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consistency throughout our field operations by developing and administering our operational, financial and administrative policies, practices and procedures.

Clients and Properties

        Our client base includes a diverse cross-section of public and private owners, developers and managers of real estate. A list of some of our clients, and the types of properties for which we operate their parking, include:

Client / Property	Property Type
American Museum of Natural History	Museum
Brookfield Properties, Ltd	Office
Chicago O'Hare International and Chicago Midway Airports	Airport
The Cleveland Clinic Foundations	Medical center
Crescent Real Estate Equities Company	Office
Four Seasons Hotel	Hotel
Hartford Bradley International Airport	Airport
Harvard Medical School	University/Medical
JMB Realty Corporation	Office
JPMorgan Chase Bank, NA	Retail
Nationwide Realty Investors Ltd	Office and Special event
Westfield Properties Shoppingtowns	Retail

        No single client represented more than 6.3% of revenues or more than 4.8% of our gross profit for the year ended December 31, 2008. For the years ended December 31, 2008 and December 31, 2007, we retained an average of 89% and 91%, respectively, of our locations (which statistic includes the impact of our decision to exit from unprofitable contracts).

Information Technology

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

        To promote internal efficiency, we have created advanced information systems that connect local offices across the country to our corporate headquarters. These systems support accounting, financial management and reporting practices, general operating procedures, training, employment policies, cash controls and marketing procedures. Our commitment to the application of technology in the parking management business has resulted in the creation of a proprietary product, Client View™. Client View™ is an Internet-based system that gives our clients the flexibility and convenience to access and download their monthly financials and detailed back-up reports. We believe that our standardized processes and controls enhance our ability to successfully add new locations and expand our operations into new markets.

Employees

        As of December 31, 2008, we employed approximately 13,320 individuals, including approximately 7,690 full-time and 5,630 part-time employees. As of December 31, 2007, we employed approximately 12,600 individuals, including approximately 7,060 full-time and 5,540 part-time employees. Approximately 24% of our employees are covered by collective bargaining agreements. No single

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collective bargaining agreement covers a material number of employees. We believe that our employee relations are good.

Insurance

        We purchase comprehensive liability insurance covering certain claims that occur at parking facilities we lease or manage. The primary amount of such coverage is $2.0 million per occurrence and $2.0 million in the aggregate per facility for our garage liability and garage keepers legal liability coverages. In addition, we purchase workers' compensation insurance for all eligible employees and umbrella/excess liability coverage. Under our various liability and workers' compensation insurance policies, we are obligated to reimburse the insurance carrier for the first $250,000 of any loss. As a result, we are, in effect, self-insured for all claims up to that deductible level. We utilize a third-party administrator to process and pay claims. We also purchase property insurance that provides coverage for loss or damage to our property and in some cases our clients' property, as well as business interruption coverage for lost operating income and certain associated expenses. The deductible applicable to any given loss under our property insurance policy varies based upon the insured values and the peril that causes the loss. We also purchase group health insurance with respect to eligible full-time employees and family members (whether such employees work at leased or managed facilities) and are fully-insured for all covered expenses. We believe that our insurance coverage is adequate and consistent with industry practice.

        Because of the size of the operations covered and our claims experience, we purchase insurance policies at prices that we believe represent a discount to the prices that would typically be charged to parking facility owners on a stand-alone basis. The clients for whom we operate parking facilities pursuant to management contracts have the option of purchasing their own liability insurance policies (provided that we are named as an additional insured pursuant to an additional insured endorsement), but historically most of our clients have chosen to obtain insurance coverage by being named as additional insureds under our master liability insurance policies. Pursuant to our management contracts we charge to such clients an allocated portion of our insurance-related costs at rates that we believe are competitive. A material reduction or increase in the number of clients who obtain their insurance coverage by being named as additional insureds under our liability policies could have a material effect on our operating income. In addition, a material change in insurance costs due to a change in the number or severity of claims, or an increase in claims costs or premiums paid by us, could have a material effect on our operating income.

Competition

        The parking industry is fragmented and highly competitive, with limited barriers to entry. We face direct competition for additional facilities to manage or lease, while our facilities themselves compete with nearby facilities for our parking customers and in the labor market generally for qualified employees. Moreover, the construction of new parking facilities near our existing facilities can adversely affect our business. There are only a few national parking management companies that compete with us. We also face competition from numerous smaller, locally owned independent parking operators, as well as from developers, hotels, national financial services companies and other institutions that manage their own parking facilities as well as facilities owned by others. Many municipalities and other governmental entities also operate their own parking facilities, potentially eliminating those facilities as management or lease opportunities for us. Some of our present and potential competitors have or may obtain greater financial and marketing resources than us, which may negatively impact our ability to retain existing contracts and gain new contracts. We face significant competition in our efforts to provide ancillary services such as shuttle bus services and on-street parking enforcement because several large companies specialize in these services.

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Seasonality

        During the first quarter of each year, seasonality impacts our performance with regard to moderating revenues, with the reduced levels of travel most clearly reflected in the parking activity associated with our airport and hotel businesses as well as increases in certain costs of parking services, such as snow removal, both of which negatively affect gross profit. Although our revenues and profitability are affected by the seasonality of the business, general and administrative costs are relatively stable throughout the fiscal year. See Item 6, "Selected Financial Data," for further information.

Regulation

        Regulations by the Federal Aviation Administration may affect our business. The FAA generally prohibits parking within 300 feet of airport terminals during times of heightened alert. The 300 foot rule and new regulations may prevent us from using a number of existing spaces during heightened security alerts at airports. Reductions in the number of parking spaces may reduce our gross profit and cash flow for both our leased facilities and those facilities we operate under management contracts.

        Our business is not otherwise substantially affected by direct governmental regulation, although both municipal and state authorities sometimes directly regulate parking facilities. We are affected by laws and regulations (such as zoning ordinances) that are common to any business that deals with real estate and by regulations (such as labor and tax laws) that affect companies with a large number of employees. In addition, several state and local laws have been passed in recent years that encourage car pooling and the use of mass transit. Laws and regulations that reduce the number of cars and vehicles being driven could adversely impact our business.

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

        Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In connection with the operation of parking facilities, we may be potentially liable for any such costs In addition, from time to time we are involved in environmental issues at certain of our locations or in connection with our operations. While it is difficult to predict the ultimate outcome of any of these matters, based on information currently available, management believes that none of these matters, individually or in the aggregate, are reasonably likely to have a material adverse effect on our financial position, results of operations, or cash flows. The cost of defending against claims of liability, or of remediating a contaminated property, could have a material adverse effect on our financial condition or results of operations.

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

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Available Information

        Our Internet address is www.standardparking.com. There we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file such material with or furnish it to the SEC. Our SEC reports can be accessed through the investor relations section of our website. The information found on our website is not part of this or any other report we file with or furnish to the SEC.

Intellectual Property

        Standard Parking® and the Standard Parking logo are service marks registered with the United States Patent and Trademark Office. In addition, we have registered the names and, as applicable, the logos of all of our material subsidiaries and divisions as service marks with the United States Patent and Trademark Office or the equivalent state registry, including the right to the exclusive use of the name Central Park in the Chicago metropolitan area. We invented the Multi-Level Vehicle Parking Facility musical Theme Floor Reminder System, and obtained trademark registrations for our proprietary parker programs, such as Books-to-Go®, Films-To-Go®, Little Parkers® and Ambiance in Parking® and our comprehensive training program, Standard University^sm. We have also registered the copyright rights in our proprietary software, such as Client View™, Hand Held Program™, License Plate Inventory Programs™ and ParkStat™ with the United States Copyright Office.

ITEM 1A.    RISK FACTORS

        You should carefully consider the following specific risk factors as well as other information contained or incorporated by reference in this report, as these, among others, are important factors that could cause our actual results to differ from our historical results. It is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete statement of all potential risks or uncertainties applicable to our business.

Adverse economic trends and turmoil in the credit markets and the financial services industry may reduce demand for our services, lower our earnings and harm our operations.

        Recently, the credit markets and the financial services industry have been experiencing a period of unprecedented turmoil and upheaval characterized by the bankruptcy, failure, collapse or sale of various financial institutions and an unprecedented level of intervention from the United States government. While the ultimate outcome of these events cannot be predicted, they may have a material adverse effect on us and our costs of borrowing. These events could also adversely impact the availability of financing to our clients and therefore our ability to collect amounts due from them, or cause such clients to terminate their contracts with us completely.

The financial difficulties or bankruptcy of one or more of our major clients could adversely affect results.

        Future revenues and our ability to collect accounts receivable depend, in part, on the financial strength of our clients. We estimate an allowance for accounts we do not consider collectible and this allowance adversely impacts profitability. In the event our clients experience financial difficulty, and particularly if bankruptcy results, profitability is further impacted by our failure to collect accounts receivable in excess of the estimated allowance. Additionally, our future revenues would be reduced by the loss of these clients.

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Our working capital and liquidity may be adversely affected if a significant number of our clients require us to deposit all parking revenues into their respective accounts.

        We frequently contract with clients to hold parking revenues in our account and remit the revenues, minus the operating expenses and our fee, to our clients at the end of the month. Some clients, however, require us to deposit parking revenues in their accounts on a daily basis. This type of arrangement requires us to pay costs as they are incurred and receive reimbursement and our management fee after the end of the month. There can be no assurance that a significant number of clients will not switch to the practice of requiring us to deposit all parking revenues into their respective accounts, which would have a material adverse effect on our liquidity and financial condition.

The offer or sale of a substantial amount of our common stock by our controlling shareholder could have an adverse impact on the market price of our common stock.

        In February 2009, we were informed by Steamboat Industries LLC that it intends to sell a majority (and potentially all or substantially all) of its stake in the Company. Steamboat, which is controlled by our chairman, John V. Holten, and which currently controls a majority of the voting power of our common stock, intends that such sale occur through one or more public or private transactions. Steamboat has informed the Company that it plans to sell such shares in order to raise sufficient proceeds to repay a loan of approximately $110 million that it currently has with third-party lenders, which loan matures in the second quarter of 2009 and is secured by a pledge of all of Steamboat's common stock in the Company. We understand the loan agreements provide that if Steamboat is not able to repay the loan in full on or before the maturity date due to market conditions or otherwise, then the lenders will take any remaining shares in full satisfaction of the loan. We can provide no assurance as to the number of shares of the Company's common stock that will be sold or transferred by Steamboat or the manner, timing or other terms of such sale or transfer.

        Steamboat Industries LLC is permitted to sell, dispose of or otherwise enter into other transactions involving significant amounts of our common stock under Rule 144 and other exemptions from registration under the federal securities laws. Steamboat Industries LLC also has transferable registration rights with respect to such common stock, which will be assigned to its lenders in the event of a foreclosure. The offer, sale, disposition or consummation of other such transactions involving substantial amounts of our common stock by these or other significant shareholders could have a significant negative impact on our stock price, particularly if such offers, sales, dispositions or transactions occur simultaneously or relatively close in time.

If a person or group unaffiliated with our parent company acquires a majority of our common stock, a change of control default could be triggered under our credit facility, which would adversely impact our liquidity, capital resources and business operations.

        Our parent company, Steamboat Industries LLC, which is controlled by our chairman, John V. Holten, owns 50.3% of our outstanding common stock as of March 2, 2009. Steamboat has pledged all of its Company common stock as security for its debt obligations, and has announced its intent to sell a majority (and potentially all or substantially all) of its stake in the Company. If one person or group acquires a majority of our common stock, a change of control default could be triggered under our Amended and Restated Credit Agreement. If such an event were to occur, we would need to obtain a waiver from our lenders or amend the credit facility. If such a waiver or amendment were not granted, we could be forced to obtain a new credit facility, and our liquidity, capital resources and business operations could be adversely impacted.

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Our parent company, Steamboat Industries LLC, which is controlled by our chairman, controls our major corporate decisions.

        Our parent company, Steamboat Industries LLC, which is controlled by our chairman, John V. Holten, owns 50.3% of our outstanding common stock as of December 31, 2008. As a result, Steamboat Industries LLC is able to control us, the election and removal of the directors on our board of directors, and our management and policies. Steamboat Industries LLC also controls all matters regarding stockholder approval, including the amendment of certain provisions of our Certificate of Incorporation and By-Laws and the approval of fundamental corporate transactions. If Steamboat Industries LLC sells or transfers its majority ownership stake to one person or group, such person would also have the same ability to control us.

        As of December 31, 2008, we have 21,300,000 shares of common stock authorized, of which 5,189,219 shares remained unissued. As a result, we require, and expect to require, the consent of Steamboat Industries LLC, or any successor to its majority interest, in order to authorize and issue additional common stock in connection with certain corporate actions that may be beneficial to our business or to our stockholders, such as pursuing acquisitions and mergers involving a issuance of our common stock. The ability of our parent company to control our major corporate decisions may harm the market price for our common stock by delaying, deferring or preventing a business combination involving our company, causing us to enter into transactions that are not in the best interests of all stockholders or discouraging third-party investors.

Our management contracts and leases expose us to certain risks.

        The loss or renewal on less favorable terms of a substantial number of management contracts or leases could have a material adverse effect on our business, financial condition and results of operations. In addition, because certain management contracts and leases are with state, local and quasi-governmental entities, changes to certain governmental entities' approaches to contracting regarding parking facilities could affect such contracts. A material reduction in the operating income associated with the integrated services we provide under management contracts and leases could have a material adverse effect on our business, financial condition and results of operations. To the extent that management contracts and leases are cancelable without cause, most of these contracts would also be cancelable in the event of our clients' bankruptcy, despite the automatic stay provisions under bankruptcy law.

Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.

        We cannot assure you that 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 us to repay our indebtedness, or to fund other liquidity needs. We and our subsidiaries may be able to incur substantial additional indebtedness in the future, which could cause the related risks to intensify. We may need to refinance all or a portion of our indebtedness on or before their respective maturities. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facility, on commercially reasonable terms or at all. If we are unable to refinance our debt, we may default under the terms of our indebtedness, which could lead to an acceleration of the debt. We do not expect that we could repay all of our outstanding indebtedness if the repayment of such indebtedness was accelerated.

Our business would be harmed if fewer clients obtain liability insurance coverage through us.

        Many of our clients have historically chosen to obtain liability insurance coverage for the locations we manage by being named as additional insureds under our master insurance policies. Clients do, however, have the option of purchasing such insurance independently, as long as we are named as an

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additional insured pursuant to an additional insured endorsement. We purchase insurance policies at prices that we believe represent a discount to the prices that would typically be charged to parking facility owners on a stand-alone basis. Pursuant to our management contracts, we allocate a portion of our risk management costs, at rates we believe are competitive, to those clients who choose to obtain their insurance coverage by being named as additional insureds under our insurance policies. A material reduction in the number of clients who choose to obtain their insurance coverage from us in that manner could have a material adverse effect on our business, financial condition and results of operations.

Additional funds would need to be reserved for future insurance losses if such losses are worse than expected.

        We provide liability and worker's compensation insurance coverage consistent with our obligations to our clients under our various management contracts and leases. We are obligated to reimburse our insurance carrier for each loss incurred in the current policy year up to the amount of a deductible specified in our insurance policies. The deductible for our various liability and workers' compensation policies is $250,000. We also purchase property insurance that provides coverage for loss or damage to our property, and in some cases our clients' property, as well as business interruption coverage for lost operating income and certain associated expenses. The deductible applicable to any given loss under our property insurance policy varies based upon the insured values and the peril that causes the loss. Our financial statements reflect our funding of all such obligations based upon guidance and evaluation we have received from third-party insurance professionals. There can be no assurance, however, that the ultimate amount of our obligations will not exceed the amount presently funded or accrued, in which case we would need to set aside additional funds to reserve for any such excess. Our obligations could increase if we receive a greater number of insurance claims or if the severity of, or the administrative costs associated with, those claims generally increases. A material increase in insurance costs due to a change in the number or severity of claims, claims costs or premiums paid by us could have a material adverse effect on our operating income.

Our ability to expand our business will be dependent upon the availability of adequate capital.

        The rate of our expansion will depend in part upon the availability of adequate capital, which in turn will depend in large part upon cash flow generated by our business and the availability of equity and debt capital. We believe that we will be able to obtain equity or debt capital on acceptable terms. However, we will require the consent of shareholders holding a majority of shares in order to authorize and issue additional shares of common stock above the current number of shares of authorized capital stock, which may be required in connection with any future acquisitions. In addition, our senior credit facility contains provisions that restrict our ability to incur additional indebtedness and/or make substantial investments or acquisitions. As a result, we cannot assure you that we will be able to finance our current growth strategy.

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

        Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. These laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In connection with the operation of parking facilities, we may be potentially liable for such costs. In addition, from time to time we are involved in environmental issues at certain of locations or in connection with our operations. While it is difficult to predict the ultimate outcome of any of these matters, based on information currently available, management believes that none of these matters, individually or in the aggregate, are reasonably likely to have a material adverse effect on our financial position, results of operations, or cash flows. The cost of defending against

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claims of liability, or remediation of a contaminated property, could have a material adverse effect on our business, financial condition and results of operations. In addition, several state and local laws have been passed in recent years that encourage car pooling and the use of mass transit. Laws and regulations that reduce the number of cars and vehicles being driven could adversely impact our business.

        In connection with certain transportation services provided to our clients, including shuttle bus operations, we provide the vehicles and the drivers to operate these transportation services. The U. S. Department of Transportation and various state agencies exercise broad powers over these transportation services, including, licensing and authorizations, safety and insurance requirements. Our employee drivers must also comply with the safety and fitness regulations promulgated by the Department Transportation, including those related to drug and alcohol testing and service hours. We may become subject to new and more restrictive federal and state regulations. Compliance with such regulations could hamper our ability to provide qualified drivers and increase our operating costs.

        We are also subject to consumer credit laws and credit card industry rules and regulations relating to the processing of credit card transactions, including the Fair and Accurate Credit Transactions Act and the Payment Card Data Security Standard. This law and these industry standards impose substantial financial penalties for non-compliance. A purported class action was recently filed against us alleging violations of the Fair and Accurate Credit Transactions Act. Similar complaints have been filed against many credit card processors.

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

We believe that our public and private client base is becoming more concentrated.

        Because national property owners, managers and developers and other property management companies tend to own or manage multiple properties, our ability to provide parking services for a large number of properties becomes dependent on our relationships with these entities. As this ownership concentration continues, such clients become more significant to our business. The loss of one of these large clients or the sale of properties they own to clients of our competitors could have a material adverse effect on our business, financial condition and results of operations. Additionally, large clients with extensive portfolios have greater negotiating power with respect to our management contracts and leases, which could adversely affect our profit margins.

        In order to raise additional revenue, a number of state and municipal governments have either sold or entered into long-term leases of public assets or may be contemplating such transactions. The assets that are the subject of such transactions have included government-owned parking garages located in downtown commercial districts and parking operations at airports. The sale or long-term leasing of such government-owned parking assets to our competitors or clients of our competitors could have a material adverse effect on our business, financial condition and results of operations.

The failure to successfully complete or integrate acquisitions or new contracts could have a negative impact on our business.

        We may pursue both small and large acquisitions in our business or in new lines of business on a selective basis, and we may be in discussions or negotiations with one or more of these acquisitions or new contract candidates simultaneously. There can be no assurance that suitable acquisitions or new contract candidates will be identified, that such acquisitions or new contracts will be consummated or that the acquired operations or new contracts will be integrated successfully.

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        Acquisitions involve numerous risks, including (but not limited to) the following:

•

Difficulties in integrating the operations, systems, technologies and personnel of the acquired companies, particularly companies with large and widespread operations.

•

Diversion of management's attention from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting from acquisitions.

•

Difficulties in entering markets or businesses in which we have no or limited direct prior experience and in which competitors have stronger market positions.

•

Insufficient revenue to offset increased expenses associated with acquisitions.

•

The potential loss of key employees, customers and other business partners of the companies we acquire following and continuing after announcement of acquisition plans and their actual consummation.

        Acquisitions may also cause us to:

•

Use a substantial portion of our cash resources or incur a substantial amount of debt.

•

Temporarily increase costs, including general and administrative cost, required to integrate acquisitions or large contract portfolios.

•

Significantly increase our non-cash amortization expense.

•

Significantly increase our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition.

•

Assume liabilities.

•

Issue common stock that would dilute our current shareholders' percentage ownership.

•

Record goodwill and non-amortizable intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges.

        Mergers and acquisitions of companies are inherently risky and subject to many factors outside of our control and no assurance can be given that our previous or future acquisitions will be successful and will not materially adversely affect our business, financial condition and results of operations. Failure to manage and successfully integrate acquisitions could materially harm our business, financial condition and results of operations.

The sureties for our performance bond program may elect not to provide us with new or renewal performance bonds for any reason.

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

We may be unable to renew our insurance coverage and we do not maintain insurance coverage for all possible risks.

        Our liability and worker's compensation insurance coverage expires on an annual basis. There can be no assurance that our insurance carriers will in fact be willing to renew our coverage at any rate at the expiration date. We maintain a comprehensive portfolio of insurance policies to help protect us against loss or damage incurred from a wide variety of insurable risks. Each year, we review with our

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professional insurance advisers whether the insurance policies and associated coverages that we maintain are sufficient to adequately protect us from the various types of risk to which we are exposed in the ordinary course of business. That analysis takes into account various pertinent factors such as the likelihood that we would incur a material loss from any given risk as well as the cost of obtaining insurance coverage against any such risk. While we believe that we maintain a comprehensive portfolio of insurance that is consistent with customary business practices and adequately protects us from the risks that we typically face in the ordinary course of our business, there can be no assurance that we may not sustain a material loss for which we do not maintain any, or adequate insurance coverage.

Our business may be harmed as a result of extraordinary natural disasters.

        In 2005 Hurricane Katrina caused significant disruption to our operations in New Orleans and the U.S. Gulf Coast region, which adversely impacted our operating results for this region. To the extent that we experience similar weather related events in the U.S. Gulf Coast Region or in other geographical areas where we operate, or experience other extraordinary natural events, such as earthquakes, our operating results may be adversely impacted.

Our business may be harmed as a result of terrorist attacks and the related increase in government regulation of airports and reduced air travel.

        Any terrorist attacks, particularly in the United States or Canada, may negatively impact our business, financial condition and results of operations. Attacks have resulted in, and may continue to result in, increased government regulation of airlines and airport facilities, including imposition of minimum distances between parking facilities and terminals, resulting in the elimination of currently managed parking facilities, and increased security checks of employees and passengers at airport facilities. We derive a significant percentage of our gross profit from parking facilities and parking related services in and around airports. For the year ended December 31, 2008, approximately 20% of gross profit was derived from those operations. The Federal Aviation Administration generally prohibits parking within 300 feet of airport terminals during periods of heightened security. While the prohibition is not currently in effect, there can be no assurance that this governmental prohibition will not again be reinstated. The existing regulations governing parking within 300 feet of airport terminals or future regulations may prevent us from using certain parking spaces. Reductions in the number of parking spaces and air travelers may reduce our revenues and cash flow for both our leased facilities and those facilities we operate under management contracts.

The operation of our business is dependent upon key personnel.

        Our success is, and will continue to be, substantially dependent upon the continued services of our executive management team. The loss of the services of one or more of the members of our executive management team could have a material adverse effect on our financial condition and results of operations. Although we have entered into employment agreements with, and historically have been successful in retaining the services of, our executive management, there can be no assurance that we will be able to retain them in the future. In addition, our continued growth depends upon our ability to attract and retain skilled operating managers and employees.

We operate in a very competitive business environment.

        Competition in the field of parking facility management is intense. The market is fragmented and is served by a variety of entities ranging from single lot operators to large regional and national multi-facility operators, as well as municipal and other governmental entities that choose not to outsource their parking operations. Competitors may be able to adapt more quickly to changes in customer requirements, or devote greater resources to the promotion and sale of their products. Many of our competitors also have long-standing relationships with our clients. Providers of parking facility

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management services have traditionally competed on the basis of cost and service. As we have worked to establish ourselves as one of the principal members of the industry, we compete predominately on the basis of high levels of service and strong relationships. We may not be able to, or may choose not to, compete with certain competitors on the basis of price. As a result, a greater proportion of our clients may switch to other service providers or self-manage during an economic downturn.

Many of our employees are covered by collective bargaining agreements.

        Approximately 24% of our employees are represented by labor unions. Approximately 29% of our collective bargaining contracts, representing 6% of our employees, are up for renewal in 2009. There can be no assurance that we will be able to renew existing labor union contracts on acceptable terms. Employees could exercise their rights under the labor union contract, which could include a strike or walk-out. In such cases, there are no assurances that we would be able to staff sufficient employees for our short-term needs. Any such labor strike or our inability to negotiate a satisfactory contract upon expiration of the current agreements could have a negative effect on our business, financial condition and results of operations.

        We make contributions to multiemployer benefit plans on behalf of certain employees covered by collective bargaining agreements and could be responsible for paying unfunded liabilities incurred by such benefit plans, which amount could be material.

Economic and demographic trends could materially adversely affect our business.

        Our business operations are located in North America and tend to be concentrated in large urban areas. Our business could be materially adversely affected to the extent that economic or demographic factors result in the movement of white-collar jobs from urban centers to suburbs or out of North America entirely, increased office vacancies in urban areas, movement toward home office alternatives, or lower consumer spending or employment levels.

ITEM 2.    PROPERTIES

Parking Facilities

        We operate parking facilities in 42 states and the District of Columbia in the United States and three provinces of Canada. We do not currently own any parking facilities. The following table summarizes certain information regarding our facilities as of December 31, 2008:

		# of Locations						# of Spaces
States/Provinces	Airports and Urban Cities	Airport		Urban		Total		Airport		Urban		Total
Alabama	Airports		3		—		3		1,562		—		1,562
Alberta	Airports, Calgary and Edmonton		2		18		20		—		15,314		15,314
Arizona	Phoenix		—		20		20		—		12,691		12,691
British Columbia	Vancouver		—		2		2		—		742		742
California	Airports, Beverly Hills, Encino, Glendale, Long Beach, Los Angeles, Sacramento, San Francisco, San Jose, Santa Monica and Woodland Hills		2		702		704		3,220		209,529		212,749
Colorado	Airports, Aurora, Colorado Springs, and Denver		8		50		58		40,857		31,194		72,051
Connecticut	Airports		9		—		9		7,941		—		7,941
Delaware	Wilmington		—		1		1		—		473		473
District of Columbia	Washington, DC		—		16		16		—		5,468		5,468

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		# of Locations						# of Spaces
States/Provinces	Airports and Urban Cities	Airport		Urban		Total		Airport		Urban		Total
Florida	Airports, Boca Raton, Coral Gables, Ft. Myers, Miami, Miami Beach, Orlando and Tampa		5		62		67		14,956		53,020		67,976
Georgia	Airports and Atlanta		2		21		23		4,570		21,163		25,733
Hawaii	Airports, Aiea, Honolulu, Lahaina, Waipahu		3		44		47		2,393		15,871		18,264
Idaho	Airports		1		—		1		372		—		372
Illinois	Airports, Chicago and Hoffman Estates		12		251		263		29,986		96,871		126,857
Indiana	Airports		1		—		1		2,305		—		2,305
Kansas	Bonner Springs, Kansas City and Topeka		—		6		6		—		13,817		13,817
Kentucky	Airports		5		—		5		16,560		—		16,560
Louisiana	Airport, Metairie and New Orleans		1		29		30		1,302		15,338		16,640
Maine	Airports and Portland		3		3		6		3,809		1,890		5,699
Maryland	Baltimore, Bethesda and Towson		—		22		22		—		13,560		13,560
Massachusetts	Boston, Cambridge, Chestnut Hill, and Hopkinton		—		94		94		—		30,561		30,561
Michigan	Airports		7		—		7		12,699		—		12,699
Minnesota	Airport, Minneapolis and St. Paul		1		37		38		555		10,965		11,520
Missouri	Airports and Kansas City		6		121		127		24,624		42,814		67,438
Montana	Airports		6		—		6		3,622		—		3,622
Nebraska	Airports		2		—		2		1,307		—		1,307
Nevada	Las Vegas and Reno		—		3		3		—		150		150
New Jersey	Hoboken, Jersey City, Paterson and Wayne		—		19		19		—		14,737		14,737
New Mexico	Airports		1		—		1		—		—		—
New York	Airports, Bronx, Buffalo, and New York City		7		61		68		11,565		38,981		50,546
North Carolina	Airport and Charlotte		1		14		15		1,403		10,682		12,085
North Dakota	Airports		2		—		2		1,415		—		1,415
Ohio	Airports, Akron, Cincinnati, Cleveland, Columbus, and Lakewood		7		148		155		10,695		110,879		121,574
Ontario	Hamilton, London, North York, and Toronto		—		58		58		—		43,273		43,273
Oregon	Airports and Medford		7		1		8		10,013		—		10,013
Pennsylvania	Airports		2		—		2		2,105		—		2,105
Rhode Island	Airport and Providence		6		1		7		8,480		4,500		12,980
South Dakota	Airports		3		—		3		1,909		—		1,909
Tennessee	Airports, Memphis and Nashville		2		14		16		649		3,188		3,837
Texas	Airports, Austin, Dallas, Fort Worth, and Houston		4		97		101		6,638		86,561		93,199
Utah	Salt Lake City		—		5		5		—		3,090		3,090
Vermont	Burlington		—		1		1		—		560		560
Virginia	Airports, Alexandria, Arlington, Fairfax, and Richmond		7		54		61		9,702		34,589		44,291
Washington	Airports, Bellevue and Seattle		2		87		89		822		13,981		14,803
Wisconsin	Airports and Milwaukee		3		16		19		4,344		4,022		8,366
Wyoming	Casper and Mills		—		4		4		—		1,840		1,840
	Totals		133		2,082		2,215		242,380		962,314		1,204,694

        We have interests in twelve joint ventures, each of which operates between one and twenty-two parking facilities. We are the general partner of three limited partnerships, each of which operates between one and nine parking facilities. For additional information, please see "Management's

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Discussion and Analysis of Financial Condition and Results of Operations—Summary of Operating Facilities."

Office Leases

        We lease approximately 24,000 square feet of office space for our corporate offices in Chicago, Illinois. The lease expires in 2013. We have a right of first opportunity on an additional 24,000 square feet. We believe that the leased facility, together with our expansion options, is adequate to meet current and foreseeable future needs.

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

ITEM 3.    LEGAL PROCEEDINGS

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

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

        No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2008.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

        Our common stock is traded on the NASDAQ Select Global Market under the symbol "STAN". The following table sets forth, for the periods indicated, the high and low sales prices for our common stock as reported on the NASDAQ Select Global Market and its predecessor, adjusted for the effect of the 2-for-1 stock split in January 2008.

	2008						2007
	Sales Price						Sales Price
					Cash Dividends Declared						Cash Dividends Declared
Quarter Ended	High		Low				High		Low
March 31	$	23.50	$	17.47		—	$	20.06	$	16.55		—
June 30	$	21.72	$	17.95		—	$	19.10	$	16.44		—
September 30	$	23.74	$	18.11		—	$	19.92	$	15.82		—
December 31	$	21.31	$	15.09		—	$	24.98	$	18.82		—

Holders

        As of March 9, 2009, there were approximately 3,675 holders of our common stock, based on the number of record holders of our common stock and an estimate of the number of individual participants represented by security position listings.

Dividends

        We did not pay a cash dividend in respect of our common stock in 2008 or 2007. By the terms of our senior credit facility, we are restricted from paying cash dividends on our capital stock while such facility is in effect.

        There are no restrictions on the ability of our wholly owned subsidiaries to pay cash dividends to us.

Securities Authorized for Issuance Under Equity Compensation Plans

Plan Category	Number of securities to be based upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securities holders		1,411,903	$	2.22		122,471
Equity compensation plans not approved by securities holders		—		—		—
Total		1,411,903	$	2.22		122,471

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Stock Repurchases

        The following table contains detail related to the repurchase of common stock by us based on the date of trade during the quarter ended December 31, 2008. (In thousands except share and per share data)

Quarter Ended December 31, 2008	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan or Program
From October 1 to October 31		444,955	$	18.86		444,955	$	36,976
From November 1 to November 30		443,786	$	17.92		443,786		29,025
From December 1 to December 31		336,894	$	18.31		336,894		22,857
Total for the quarter ended December 31		1,225,635	$	18.37		1,225,635	$	22,857

        In December 2007, the Board of Directors authorized us to repurchase shares of our common stock, on the open market or through private purchases, up to $25.0 million in aggregate. As of December 31, 2007, $22.9 million remained available for repurchase under this authorization.

        In July 2008 the Board of Directors authorized us to repurchase shares of our common stock, on the open market or through private purchases, up to an additional $60.0 million in aggregate.

        During the fourth quarter of 2008, we repurchased from third party shareholders 640,348 shares at an average price of $18.34 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder sold to us 545,683 shares in the fourth quarter at an average price of $18.31 per share. In addition, we repurchased from third party shareholders 24,700 shares at an average price of $18.21 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder also sold us its pro-rata ownership of a third quarter open market repurchase of 14,904 shares at an average price of $22.63 per share. The total value of the fourth quarter transactions was $22.5 million. 598,212 shares were retired during the fourth quarter of 2008 and the remaining 627,423 shares were held as treasury stock and retired during the first quarter of 2009.

        As of December 31, 2008, $22.9 million remained available for repurchase under the July 2008 authorization by the Board of Directors.

ITEM 6.    SELECTED FINANCIAL DATA

        The following table presents selected historical consolidated financial data as of December 31, 2008, 2007 and 2006, derived from our audited consolidated financial statements, which are included elsewhere herein. The table also presents selected historical consolidated financial data as of December 31, 2005 and 2004 derived from our audited consolidated financial statements, which are not included herein. The selected financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Result of Operations" and the historical consolidated financial statements and notes thereto for years 2008, 2007 and 2006 which are

25

included elsewhere herein. The historical results do not necessarily indicate results expected for any future period.

		Year Ended December 31,
		2008			2007			2006			2005			2004
		(in thousands)
Statement of Operations Data:
Parking services revenue:
	Lease contracts	$	154,311		$	145,327		$	153,336		$	154,099		$	148,752
	Management contracts		145,828			119,612			106,554			93,876			83,712
	Reimbursement of management contract expense		400,621			356,782			346,055			338,679			331,171
Total revenue			700,760			621,721			605,945			586,654			563,635
Cost of parking services:
	Lease contracts		140,058			129,550			139,043			141,037			134,548
	Management contracts		69,285			49,726			44,990			37,101			34,029
	Reimbursed management contract expense		400,621			356,782			346,055			338,679			331,171
Total cost of parking services			609,964			536,058			530,088			516,817			499,748
Gross profit:
	Lease contracts		14,253			15,777			14,293			13,062			14,204
	Management contracts		76,543			69,886			61,564			56,775			49,683
Total gross profit			90,796			85,663			75,857			69,837			63,887
General and administrative expenses			47,619			44,796			41,228			38,922			33,470
Depreciation and amortization			6,059			5,335			5,638			6,427			6,957
Management fee-parent company			—			—			—			—			1,500
Non-cash stock option compensation expense			—			—			—			—			2,299
Valuation allowance related to long-term receivables			—			—			—			900			—
Operating income			37,118			35,532			28,991			23,588			19,661
Interest expense			6,476			7,056			8,296			9,398			13,369
Interest income			(173	)		(610	)		(552	)		(841	)		(534	)
Gain on extinguishment of debt			—			—			—			—			(3,832	)
			6,303			6,446			7,744			8,557			9,003
Minority interest			148			446			376			326			349
Income before income taxes			30,667			28,640			20,871			14,705			10,309
Income tax expense (benefit)(1)			11,622			11,267			(14,880	)		(14	)		(112	)
Net income before preferred stock dividends and increase in value of common stock subject to put/call			19,045			17,373			35,751			14,719			10,421
Preferred stock dividends			—			—			—			—			(7,243	)
Increase in value of common stock subject to put/call			—			—			—			—			(538	)
Net income		$	19,045		$	17,373		$	35,751		$	14,719		$	2,640
Balance Sheet Data (at end of year):
Cash and cash equivalents		$	8,301		$	8,466		$	8,058		$	10,777		$	10,360
Total assets			229,241			215,388			212,528			201,353			195,102
Total debt			125,064			80,363			85,665			92,108			109,750
Convertible redeemable preferred stock, series D			—			—			—			1			1
Common stockholders' equity			1,017			39,339			41,253			24,412			15,339

(1)

2006 results include a reduction in the valuation allowance for net operating loss carryforwards and other deferred tax assets of $23,924.

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

The following discussion of our results of operations should be read in conjunction with the "Selected Financial Data" and our consolidated financial statements and the related notes included elsewhere herein. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth in Item 1A "Risk Factors" and elsewhere herein.

Overview

Our Business

        We manage parking facilities in urban markets and at airports across the United States and in three Canadian provinces. We do not own any facilities, but instead enter into contractual relationships with property owners or managers.

        We operate our clients' properties through two types of arrangements: management contracts and leases. Under a management contract, we typically receive a base monthly fee for managing the facility, and we may also receive an incentive fee based on the achievement of facility performance objectives. We also receive fees for ancillary services. Typically, all of the underlying revenues and expenses under a standard management contract flow through to our clients rather than to us. However, some management contracts, which are referred to as "reverse" management contracts, usually provide for larger management fees and require us to pay various costs. Under lease arrangements, we generally pay to the property owner either a fixed annual rent, a percentage of gross customer collections or a combination thereof. We collect all revenues under lease arrangements and we are responsible for most operating expenses, but we are typically not responsible for major maintenance, capital expenditures or real estate taxes. Margins for lease contracts vary significantly, not only due to operating performance, but also due to variability of parking rates in different cities and varying space utilization by parking facility type and location. As of December 31, 2008, we operated 90% of our locations under management contracts and 10% under leases.

        In evaluating our financial condition and operating performance, management's primary focus is on our gross profit, total general and administrative expense and general and administrative expense as a percentage of our gross profit. Although the underlying economics to us of management contracts and leases are similar, the manner in which we are required to account for them differs. Revenue from leases includes all gross customer collections derived from our leased locations (net of parking tax), whereas revenue from management contracts only includes our contractually agreed upon management fees and amounts attributable to ancillary services. Gross customer collections at facilities under management contracts, therefore, are not included in our revenue. Accordingly, while a change in the proportion of our operating agreements that are structured as leases versus management contracts may cause significant fluctuations in reported revenue and expense of parking services, that change will not artificially affect our gross profit. For example, as of December 31, 2008, 90% of our locations were operated under management contracts and 84% of our gross profit for the year ended December 31, 2008 was derived from management contracts. Only 49% of total revenue (excluding reimbursement of management contract expenses), however, was from management contracts because under those contracts the revenue collected from parking customers belongs to our clients. Therefore, gross profit and total general and administrative expense, rather than revenue, are management's primary focus.

General Business Trends

        We believe that sophisticated commercial real estate developers and property managers and owners recognize the potential for parking and related services to be a profit generator rather than a cost center. Often, the parking experience makes both the first and the last impressions on their

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properties' tenants and visitors. By outsourcing these services, they are able to capture additional profit by leveraging the unique operational skills and controls that an experienced parking management company can offer. Our ability to consistently deliver a uniformly high level of parking and related services and maximize the profit to our clients improves our ability to win contracts and retain existing locations. Our location retention rate for the twelve month periods ended December 31, 2008 and December 31, 2007 was 89% and 91%, respectively, which also reflects our decision not to renew, or terminate, unprofitable contracts.

        We are also experiencing an increase in our ability to leverage existing relationships to increase the scope of services provided, thereby increasing the profit per location. For the year ended December 31, 2008 compared to the year ended December 31, 2007, we improved average gross profit per location by 2.0% from $40.2 thousand to $41.0 thousand.

Summary of Operating Facilities

        We focus our operations in core markets where a concentration of locations improves customer service levels and operating margins. The following table reflects our facilities operated at the end of the years indicated:

	December 31, 2008		December 31, 2007		December 31, 2006
Managed facilities		1,986		1,893		1,733
Leased facilities		229		238		245
Total facilities		2,215		2,131		1,978

Revenue

        We recognize parking services revenue from lease and management contracts as the related services are provided. Substantially all of our revenues come from the following two sources:

•

Parking services revenue—lease contracts.    Parking services revenues related to lease contracts consist of all revenue received at a leased facility, including parking receipts (net of parking tax), consulting and real estate 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 performance-based fees, and amounts attributable to ancillary services such as accounting, equipment leasing, payments received for exercising termination rights, consulting, development fees, gains on sales of contracts, insurance and other value-added services with respect to managed locations. We believe we generally purchase required insurance at lower rates than our clients can obtain on their own because we effectively self-insure for all liability and worker's compensation claims by maintaining a large per-claim deductible. As a result, we have generated operating income on the insurance provided under our management contracts by focusing on our risk management efforts and controlling losses. Management contract revenues do not include gross customer collections at the managed locations as this revenue belongs to the property owner rather than to us. Management contracts generally provide us with a management fee regardless of the operating performance of the underlying facility.

•

Conversions.    Conversions between type of contracts, lease or management, are typically determined by our clients and not us. Although the underlying economics to us of management contracts and leases are similar, the manner in which we account for them differs substantially.

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Reimbursement of Management Contract Expense

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

Cost of Parking Services

        Our cost of parking services consists of the following:

•

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 generally based on either a fixed contractual amount or a percentage of gross revenue or a combination thereof. Generally, under a lease arrangement we are not responsible for major capital expenditures or real estate taxes.

•

Cost of parking services—management contracts.    The cost of parking services under a management contract is generally the responsibility of the facility owner. As a result, these costs are not included in our results of operations. However, our reverse management contracts, which typically provide for larger management fees, do require us to pay for certain costs.

Gross Profit

        Gross profit equals our revenue less the cost of generating such revenue. This is the key metric we use to examine our performance because it captures the underlying economic benefit to us of both lease contracts and management contracts.

General and Administrative Expenses

        General and administrative expenses include salaries, wages, payroll taxes, insurance, travel and office related expenses for our headquarters, field offices, supervisory employees, chairman of the board and board of directors.

Depreciation and Amortization

        Depreciation is determined using a straight-line method over the estimated useful lives of the various asset classes or in the case of leasehold improvements, over the initial term of the operating lease or its useful life, whichever is shorter. Intangible assets determined to have finite lives are amortized over their remaining useful life.

Valuation Allowance Related to Long-Term Receivables

        Valuation allowance related to long-term receivables is recorded when there is an extended length of time estimated for collection of long-term receivables.

Seasonality

        During the first quarter of each year, seasonality impacts our performance with regard to moderating revenues, with the reduced levels of travel most clearly reflected in the parking activity associated with our airport and hotel businesses as well as increases in certain costs of parking services, such as snow removal, both of which negatively affect gross profit. Although our revenues and profitability are affected by the seasonality of the business, general and administrative costs are relatively stable throughout the fiscal year. See Item 6, "Selected Financial Data," for further information.

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Results of Operations

Fiscal 2008 Compared to Fiscal 2007

        The following table presents the material factors that impact our revenue.

			Year Ended December 31,				Variance
			2008		2007		Amount			%
					(in millions)
Lease contract revenue:
	New location		$	9.4	$	2.5	$	6.9			276.0
	Contract expirations			4.1		8.9		(4.8	)		(53.9	)
	Same location:
		Short-term parking		85.7		84.9		0.8			0.9
		Monthly parking		41.8		39.8		2.0			5.0
	Total same location			127.5		124.7		2.8			2.2
	Conversions			5.1		8.2		(3.1	)		(37.8	)
	Acquisitions			8.2		1.0		7.2			720.0
Total lease contract revenue			$	154.3	$	145.3	$	9.0			6.2
Management contract revenue:
	New location		$	25.7	$	8.2	$	17.5			213.4
	Contract expirations			8.2		17.6		(9.4	)		(53.4	)
	Same location			102.3		91.7		10.6			11.6
	Conversions			0.3		0.2		0.1			50.0
	Acquisitions			9.3		1.9		7.4			389.5
Total management contract revenue			$	145.8	$	119.6	$	26.2			21.9
Reimbursement of management contract expense			$	400.6	$	356.8	$	43.8			12.3

        Parking services revenue—lease contracts.    Lease contract revenue increased $9.0 million, or 6.2%, to $154.3 million for the year ended December 31, 2008, compared to $145.3 million in the year-ago period. The increase resulted primarily from our acquisitions, revenue from new locations exceeding decreases in revenue from contract expirations and fewer leased contracts that converted from management contracts during the current year. Same location revenue for those facilities, which as of December 31, 2008 have been operational a minimum of 24 months, increased 2.2%. Revenue associated with contract expirations relates to contracts that expired during the current period. In addition, we recorded $1.4 million in 2008 related to the Hurricane Katrina settlement, which was included in contract expirations.

        Parking services revenue—management contracts.    Management contract revenue increased $26.2 million, or 21.9%, to $145.8 million for the year ended December 31, 2008, compared to $119.6 million in the year-ago period. The increase resulted primarily from new locations and acquisitions which more than offset the decrease in revenue from contract expirations. Same locations revenue for those facilities, which as of December 31, 2008 have been operational a minimum of 24 months, increased 11.6%. In addition, we recorded $0.2 million related to the Hurricane Katrina settlement, which was included in contract expirations.

        Reimbursement of management contract expense.    Reimbursement of management contract expenses increased $43.8 million, or 12.3%, to $400.6 million for the year ended December 31, 2008, compared

30

to $356.8 million in the year-ago period. This increase resulted from additional reimbursements for costs incurred on behalf of owners.

        The following table presents the material factors that impact our cost of parking services.

			Year Ended December 31,				Variance
			2008		2007		Amount			%
					(in millions)
Cost of parking services lease contracts:
	New location		$	9.0	$	2.5	$	6.5			260.0
	Contract expirations			2.0		5.9		(3.9	)		(66.1	)
	Same location:
		Rent		89.3		86.8		2.5			2.9
		Payroll and payroll related		17.3		17.1		0.2			1.2
		Other operating costs		10.8		9.0		1.8			20.0
	Total same location			117.4		112.9		4.5			4.0
	Conversions			4.4		7.4		(3.0	)		(40.5	)
	Acquisitions			7.3		0.9		6.4			711.1
Total cost of parking services lease contracts			$	140.1	$	129.6	$	10.5			8.1
Cost of parking services management contracts:
	New locations		$	15.7	$	5.6	$	10.1			180.4
	Contract expirations			5.1		10.6		(5.5	)		(51.9	)
	Same location:
		Payroll and payroll related		26.0		26.6		(0.6	)		(2.3	)
		Other operating expenses		16.2		5.7		10.5			184.2
	Total same location			42.2		32.3		9.9			30.7
	Conversions			—		—		—			—
	Acquisitions			6.3		1.2		5.1			425.0
Total cost of parking services management contracts			$	69.3	$	49.7	$	19.6			39.4
Reimbursed management contract expense			$	400.6	$	356.8	$	43.8			12.3

        Cost of parking services—lease contracts.    Cost of parking services for lease contracts increased $10.5 million, or 8.1%, to $140.1 million for the year ended December 31, 2008, compared to $129.6 million in the year-ago period. The increase resulted primarily from new locations and acquisitions which more than offset the decreases in costs from contract expirations and fewer locations that converted from management contracts during the current year. Same locations costs for those facilities which as of December 31, 2008 have been operational a minimum of 24 months increased 4.0%. Same location rent expense for lease contracts increased primarily as a result of contingent rental payments on the increase in revenue for same locations. The increase in other operating costs for lease contracts primarily result from increases in snow removal costs and garage supplies.

        Cost of parking services—management contracts.    Cost of parking services for management contracts increased $19.6 million, or 39.4%, to $69.3 million for the year ended December 31, 2008, compared to $49.7 million in the year-ago period. The increase resulted primarily from new locations and acquisitions which more than offset the decrease in costs from contract expirations. There was no impact on costs for those management contracts which converted to a lease contract. Same location costs for those facilities, which as of December 31, 2008 have been operational a minimum of

31

24 months, increased 30.7%. Same location increase in operating expenses for management contracts primarily result from increases in snow removal costs and garage supplies.

        Reimbursed management contract expense.    Reimbursed management contract expense increased $43.8 million, or 12.3%, to $400.6 million for the year ended December 31, 2008, compared to $356.8 million in the year-ago period. This increase resulted from additional reimbursed cost incurred on the behalf of owners.

        The following table presents the material changes to the gross profit and gross profit percentage on our lease and management contracts.

		Year Ended December 31,						Variance
		2008			2007			Amount			%
					(in millions)
Gross profit lease contracts:
	New location	$	0.4		$	—		$	0.4			100.0
	Contract expirations		2.1			3.0			(0.9	)		(30.0	)
	Same location		10.1			11.8			(1.7	)		(14.4	)
	Conversions		0.7			0.8			(0.1	)		(12.5	)
	Acquisitions		0.9			0.1			0.8			800.0
Total gross profit lease contracts		$	14.2		$	15.7		$	(1.5	)		(9.6	)
Gross profit percentage lease contracts:
	New location		4.3	%		—
	Contract expirations		51.2	%		33.7	%
	Same location		7.9	%		9.5	%
	Conversions		13.7	%		9.8	%
	Acquisitions		11.0	%		10.0	%
Total gross profit percentage lease contracts			9.2	%		10.8	%
Gross profit management contracts:
	New location	$	10.0		$	2.6		$	7.4			284.6
	Contract expirations		3.1			7.0			(3.9	)		(55.7	)
	Same location		60.1			59.4			0.7			1.2
	Conversions		0.3			0.2			0.1			50.0
	Acquisitions		3.0			0.7			2.3			328.6
Total gross profit management contracts		$	76.5		$	69.9		$	6.6			9.4
Gross profit percentage management contracts:
	New location		38.9	%		31.7	%
	Contract expirations		37.8	%		39.8	%
	Same location		58.7	%		64.8	%
	Conversions		100.0	%		100.0	%
	Acquisitions		32.3	%		36.8	%
Total gross profit percentage management contracts			52.5	%		58.4	%

        Gross profit—lease contracts.    Gross profit for lease contracts decreased $1.5 million, or 9.6%, to $14.2 million for the year ended December 31, 2008, compared to $15.7 million in the year-ago period. Gross profit percentage for lease contracts decreased to 9.2% for the year ended December 31, 2008, compared to 10.8% in the year-ago period. Gross profit lease contracts decreases on same locations

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were primarily the result of increases in other operating costs as described under the cost of parking services lease contracts. Gross profit percentage on acquisitions were higher than our average for lease contracts however, were not sufficient to offset the decline in same locations.

        Gross profit—management contracts.    Gross profit for management contracts increased $6.6 million, or 9.4%, to $76.5 million for the year ended December 31, 2008, compared to $69.9 million in the year-ago period. Gross profit percentage for management contracts decreased to 52.5% for the year ended December 31, 2008, compared to 58.4% in the year-ago period. Gross profit for management contracts increases were primarily the result of our new locations and our acquisitions. Gross profit percentage on same locations accounted for most of the decline on a percentage basis.

        General and administrative expenses.    General and administrative expenses increased $2.8 million, or 6.3%, to $47.6 million for the year ended December 31, 2008, compared to $44.8 million in the year-ago period. This increase resulted from increases in payroll and payroll related expenses of $1.7 million, increases resulting from acquisitions of $1.2 million and a $0.1 decrease in other operating expenses, which included $0.4 million from the Hurricane Katrina settlement.

        Interest expense.    Interest expense decreased $0.6 million, or 8.4%, to $6.5 million for the year ended December 31, 2008, as compared to $7.1 million in the year-ago period. This decrease resulted primarily from the decrease in the borrowing rate on our senior credit facility.

        Interest Income.    Interest Income decreased $0.4 million, or 66.7%, to $0.2 million for the year ended December 31, 2008, as compared to $0.6 million in the year-ago period. This decrease resulted from reduction of repayments received in 2007 for interest bearing guarantor payments related to Bradley International Airport.

        Income tax expense.    Income tax expense increased $0.3 million, or 2.7%, to $11.6 million for the year ended December 31, 2008, as compared to $11.3 million in the year-ago period. This increase resulted from taxes on increased earnings partially offset by a reduction in our effective tax rate. The effective tax rate for the year ended December 31, 2008 was 37.9% compared to 39.3% for the year-ago period.

Segments

        SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information ("SFAS 131"), establishes annual and interim reporting standards for an enterprise's operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker ("CODM") in deciding how to allocate resources. The CODM, as defined by SFAS 131, is our President and Chief Executive Officer ("CEO").

        The Company is managed based on regions administered by executive vice presidents. Three regions are generally organized geographically with the fourth region encompassing major airports and transportation operations nationwide. The following is a summary of revenues (excluding reimbursement of management contract expenses) by region for the years ended December 31, 2008 and 2007. Information related to prior years has been recast to conform to the new region alignment.

        Region One encompasses Delaware, District of Columbia, Illinois, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Minnesota, Missouri, New Hampshire, New Jersey, New York, North Carolina, Ohio, Rhode Island, Vermont, Virginia, and Wisconsin.

        Region Two encompasses Alabama, British Columbia, Florida, Georgia, Louisiana, Ontario, Tennessee, and Texas.

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        Region Three encompasses Arizona, California, Colorado, Hawaii, Nevada, Utah, Washington, and Wyoming.

        Region Four encompasses all major airport and transportation operations nationwide.

        Other consists of ancillary revenue that is not specifically identifiable to a region and reserve adjustments related to prior years.

        The following tables present the material factors that impact our financial statements on an operating segment basis.

        Segment revenue information is summarized as follows:

		Year Ended December 31,
		Region One				Region Two				Region Three				Region Four				Other						Total
		2008		2007		2008		2007		2008		2007		2008		2007		2008			2007			2008		2007
		(in millions)
Lease contract revenue:
	New location	$	5.1	$	2.1	$	3.5	$	0.1	$	0.8	$	0.3	$	—	$	—	$	—		$	—		$	9.4	$	2.5
	Contract expirations		1.0		3.1		2.1		1.2		0.9		3.7		—		0.5		0.1			0.4			4.1		8.9
	Same location		57.0		54.5		11.9		11.7		17.0		16.9		41.6		41.6		—			—			127.5		124.7
	Conversions		2.1		2.2		—		0.7		0.8		2.6		2.2		2.7		—			—			5.1		8.2
	Acquisitions		7.8		0.8		—		—		0.4		0.2		—		—		—			—			8.2		1.0
Total lease contract revenue		$	73.0	$	62.7	$	17.5	$	13.7	$	19.9	$	23.7	$	43.8	$	44.8	$	0.1		$	0.4		$	154.3	$	145.3
Management contract revenue:
	New location	$	7.9	$	3.1	$	3.8	$	1.1	$	5.9	$	1.6	$	8.1	$	2.4	$	—		$	—		$	25.7	$	8.2
	Contract expirations		2.3		7.8		2.9		4.3		2.9		5.2		0.1		0.3		—			—			8.2		17.6
	Same location		35.7		32.8		11.5		9.8		30.8		29.4		24.6		21.9		(0.3	)		(2.2	)		102.3		91.7
	Conversions		0.1		0.2		—		—		0.2		—		—		—		—			—			0.3		0.2
	Acquisitions		3.1		0.3		—		—		6.2		1.6		—		—		—			—			9.3		1.9
Total management contract revenue		$	49.1	$	44.2	$	18.2	$	15.2	$	46.0	$	37.8	$	32.8	$	24.6	$	(0.3	)	$	(2.2	)	$	145.8	$	119.6

        Regions one, two and three recorded an increase in new location leases and increases in same location revenue. The client base for region four currently prefers the structure of management contracts to lease contracts, therefore no new lease contracts were operational in 2008 and conversions to leases were less than the prior year. In addition, same location revenue in region four was consistent with the prior year due to the economic impact of reduced travel.

        All regions recorded increases in management contract revenue from new locations and same location revenue compared to the prior year. Region four added new services to existing contracts which accounted for the increase in same location revenue.

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        Segment cost of parking services information is summarized as follows:

		Year Ended December 31,
		Region One				Region Two					Region Three				Region Four				Other						Total
		2008		2007		2008		2007			2008		2007		2008		2007		2008			2007			2008		2007
		(in millions)
Cost of parking services lease contracts:
	New location	$	4.7	$	2.2	$	3.6	$	0.1		$	0.7	$	0.2	$	—	$	—	$	—		$	—		$	9.0	$	2.5
	Contract expirations		1.0		2.8		—		(0.5	)		1.0		2.9		—		0.4		—			0.3			2.0		5.9
	Same location		52.8		49.5		10.5		10.5			15.5		15.6		38.5		37.9		0.1			(0.6	)		117.4		112.9
	Conversions		2.0		1.9		—		0.5			0.7		2.6		1.7		2.4		—			—			4.4		7.4
	Acquisitions		6.9		0.7		—		—			0.4		0.2		—		—		—			—			7.3		0.9
Total cost of parking services lease contracts		$	67.4	$	57.1	$	14.1	$	10.6		$	18.3	$	21.5	$	40.2	$	40.7	$	0.1		$	(0.3	)	$	140.1	$	129.6
Cost of parking services management contracts:
	New location	$	4.2	$	2.0	$	2.1	$	0.5		$	2.8	$	0.8	$	6.6	$	2.3	$	—		$	—		$	15.7	$	5.6
	Contract expirations		0.9		3.4		2.4		4.3			1.6		2.5		0.2		0.4		—			—			5.1		10.6
	Same location		15.4		12.3		2.7		2.2			14.6		12.9		11.7		9.5		(2.2	)		(4.6	)		42.2		32.3
	Conversions		—		—		—		—			—		—		—		—		—			—			—		—
	Acquisitions		1.5		—		—		—			4.8		1.2		—		—		—			—			6.3		1.2
Total cost of parking services management contracts		$	22.0	$	17.7	$	7.2	$	7.0		$	23.8	$	17.4	$	18.5	$	12.2	$	(2.2	)	$	(4.6	)	$	69.3	$	49.7

        Region one has the highest proportion of lease contracts and this region covers states that are impacted to a greater extent by weather related costs such as snow removal costs, which are our responsibility.

        All regions experienced same location increases in cost that approximated the aggregate amount, with no significant variances between them. The other region amounts in same location costs primarily represent prior year insurance reserve adjustments.

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        Segment gross profit/gross profit percentage information is summarized as follows:

		Year Ended December 31,
		Region One					Region Two					Region Three					Region Four				Other					Total
		2008		2007			2008			2007		2008			2007		2008		2007		2008			2007		2008		2007
		(in millions)
Gross profit lease contracts:
	New location	$	0.4	$	(0.1	)	$	(0.1	)	$	—	$	0.1		$	0.1	$	—	$	—	$	—		$	—	$	0.4	$	—
	Contract expirations		—		0.3			2.1			1.7		(0.1	)		0.8		—		0.1		0.1			0.1		2.1		3.0
	Same location		4.2		5.0			1.4			1.2		1.5			1.3		3.1		3.7		(0.1	)		0.6		10.1		11.8
	Conversions		0.1		0.3			—			0.2		0.1			—		0.5		0.3		—			—		0.7		0.8
	Acquisitions		0.9		0.1			—			—		—			—		—		—		—			—		0.9		0.1
Total gross profit lease contracts		$	5.6	$	5.6		$	3.4		$	3.1	$	1.6		$	2.2	$	3.6	$	4.1	$	—		$	0.7	$	14.2	$	15.7

		(percentages)
Gross profit percentage lease contracts:
	New location		7.8	(4.8	)	(2.9	)	—	12.5		33.3	—	—	—	—	4.3	—
	Contract expirations		—	9.7		100.0		141.7	(11.1	)	21.6	—	20.0	100.0	25.0	51.2	33.7
	Same location		7.4	9.2		11.8		10.3	8.8		7.7	7.5	8.9	—	—	7.9	9.5
	Conversions		4.8	13.6		—		28.6	12.5		—	22.7	11.1	—	—	13.7	9.8
	Acquisitions		11.5	12.5		—		—	—		—	—	—	—	—	11.0	10.0
Total gross profit percentage			7.7	8.9		19.4		22.6	8.0		9.3	8.2	9.2	—	175.0	9.2	10.8

		(in millions)
Gross profit management contracts:
	New location	$	3.7	$	1.1	$	1.7	$	0.6	$	3.1	$	0.8	$	1.5		$	0.1		$	—	$	—	$	10.0	$	2.6
	Contract expirations		1.4		4.4		0.5		—		1.3		2.7		(0.1	)		(0.1	)		—		—		3.1		7.0
	Same location		20.3		20.5		8.8		7.6		16.2		16.5		12.9			12.4			1.9		2.4		60.1		59.4
	Conversions		0.1		0.2		—		—		0.2		—		—			—			—		—		0.3		0.2
	Acquisitions		1.6		0.3		—		—		1.4		0.4		—			—			—		—		3.0		0.7
Total gross profit management contracts		$	27.1	$	26.5	$	11.0	$	8.2	$	22.2	$	20.4	$	14.3		$	12.4		$	1.9	$	2.4	$	76.5	$	69.9

		(percentages)
Gross profit percentage management contracts:
	New location		46.8	35.5	44.7	54.5	52.5	50.0	18.5		4.2		—		—		38.9	31.7
	Contract expirations		60.9	56.4	17.2	—	44.8	51.9	(100.0	)	(33.3	)	—		—		37.8	39.8
	Same location		56.9	62.5	76.5	77.6	52.6	56.1	52.4		56.6		(633.3	)	(109.1	)	58.7	64.8
	Conversions		100.0	100.0	—	—	100.0	—	—		—		—		—		100.0	100.0
	Acquisitions		51.6	100.0	—	—	22.6	25.0	—		—		—		—		32.3	36.8
Total gross profit percentage			55.2	60.0	60.4	53.9	48.3	54.0	43.6		50.4		(633.3	)	109.1		52.5	58.4

        Gross profit for lease contracts for region three declined primarily due to contract expirations in 2008 that were profitable for us in 2007. Regions one and four experienced declines in same location profit primarily due to the increase in operating costs.

        Gross profit for management contracts increased in all operating regions primarily due to the addition of new locations and gross margin from same locations being comparable to the prior year. In addition, acquisitions were a positive contributor to our results. The other region declined in gross profit percentage due to changes in prior years insurance reserve activity.

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        Segment general and administrative expense information is summarized as follows:

		December 31,
		Region One				Region Two				Region Three				Region Four				Other				Total
		2008		2007		2008		2007		2008		2007		2008		2007		2008		2007		2008		2007
		(in millions)
General and administrative expenses:
	Growth	$	7.8	$	7.3	$	4.0	$	4.9	$	8.8	$	9.4	$	3.1	$	3.0	$	22.1	$	19.6	$	45.8	$	44.2
	Acquisitions		0.6		0.1		—		—		1.2		0.5		—		—		—		—		1.8		0.6
Total general and administrative expenses		$	8.4	$	7.4	$	4.0	$	4.9	$	10.0	$	9.9	$	3.1	$	3.0	$	22.1	$	19.6	$	47.6	$	44.8

        General and administrative expenses on a segment basis represent direct administrative costs for each region. The other region consists primarily of the corporate headquarters. The increase in region one is due primarily to our investment in additional business development infrastructure.

Results of Operations

Fiscal 2007 Compared to Fiscal 2006

        The following table presents the material factors that impact our revenue.

			Year Ended December 31,				Variance
			2007		2006		Amount			%
					(in millions)
Lease contract revenue:
	New location		$	5.5	$	0.7	$	4.8			685.7
	Contract expirations			3.3		17.7		(14.4	)		(81.4	)
	Same location:
		Short-term parking		88.5		83.1		5.4			6.5
		Monthly parking		40.5		39.1		1.4			3.6
	Total same location			129.0		122.2		6.8			5.6
	Conversions			5.7		12.2		(6.5	)		100.0
	Acquisitions			1.8		0.5		1.3			260.0
Total lease contract revenue			$	145.3	$	153.3	$	(8.0	)		(5.2	)
Management contract revenue:
	New location		$	20.3	$	4.7	$	15.6			331.9
	Contract expirations			2.9		11.7		(8.8	)		(75.2	)
	Same location			91.8		87.9		3.9			4.4
	Conversions			0.7		0.4		0.3			75.0
	Acquisitions			3.9		1.8		2.1			116.7
Total management contract revenue			$	119.6	$	106.5	$	13.1			12.3
Reimbursement of management contract expense			$	356.8	$	346.1	$	10.7			3.1

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        Parking services revenue—lease contracts.    Lease contract revenue decreased $8.0 million, or 5.2%, to $145.3 million for the year ended December 31, 2007, compared to $153.3 million in the year-ago period. This decrease resulted from reductions in revenue related to contract expirations and conversions to management contracts, offset by an increase in revenues from new locations, and a $0.6 million non-cash gain related to the sale of a contract right in conjunction with one of the acquisitions completed during the third quarter. Same locations revenue for those facilities which as of December 31, 2007 have been operational a minimum of 24 months increased 5.6%.

        Parking services revenue—management contracts.    Management contract revenue increased $13.1 million, or 12.3%, to $119.6 million for the year ended December 31, 2007, compared to $106.5 million in the year-ago period. This increase resulted from revenues from new locations, which was partially offset by reductions in revenue attributable to contract expirations. Same location revenue for those facilities which as of December 31, 2007 have been operational a minimum 24 months increased 4.4%.

        Reimbursement of management contract expense.    Reimbursement of management contract expenses increased $10.7 million, or 3.1%, to $356.8 million for the year ended December 31, 2007, compared to $346.1 million in the year-ago period. This increase resulted from additional reimbursements for costs incurred on the behalf of owners.

        The following table presents the material factors that impact our cost of parking services.

			Year Ended December 31,				Variance
			2007		2006		Amount			%
					(in millions)
Cost of parking services lease contracts:
	New location		$	5.2	$	0.9	$	4.3			477.8
	Contract expirations			1.0		15.2		(14.2	)		(93.4	)
	Same location:
		Rent expense		90.2		84.6		5.6			6.6
		Payroll and payroll related expenses		17.6		16.7		0.9			5.4
		Other operating costs		8.8		9.5		(0.7	)		(7.4	)
	Total same location			116.6		110.8		5.8			5.2
	Conversions			5.2		11.7		(6.5	)		(55.6	)
	Acquisitions			1.6		0.4		1.2			300.0
Total cost of parking services lease contracts			$	129.6	$	139.0	$	(9.4	)		(6.8	)
Cost of parking services management contracts:
	New locations		$	13.1	$	3.1	$	10.0			322.6
	Contract expirations			1.9		6.2		(4.3	)		(69.4	)
	Same location:
		Payroll and payroll related expenses		26.9		19.4		7.5			38.7
		Other operating expenses		5.4		15.2		(9.8	)		(64.5	)
	Total same location			32.3		34.6		(2.3	)		(6.6	)
	Conversions			0.1		—		0.1			—
	Acquisitions			2.3		1.1		1.2			109.1
Total cost of parking services management contracts			$	49.7	$	45.0	$	4.7			10.4
Reimbursed management contract expense			$	356.8	$	346.1	$	10.7			3.1

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        Cost of parking services—lease contracts.    Cost of parking services for lease contracts decreased $9.4 million, or 6.8%, to $129.6 million for the year ended December 31, 2007, compared to $139.0 million in the year-ago period. This decrease resulted from reductions in costs attributable to contract expirations and conversions to management contracts that were partially offset by an increase in costs from new locations and our acquisitions. Same location cost increased $5.8 million or 5.2%. Rent expense increased due to contingent rental payments, payroll increased less than 1.0% and other operating cost decreased primarily in supplies. In addition, we recorded a favorable change in insurance loss experience reserve estimates relating to prior years of $0.3 million.

        Cost of parking services—management contracts.    Cost of parking services for management contracts increased $4.7 million, or 10.4%, to $49.7 million for the year ended December 31, 2007, compared to $45.0 million in the year-ago period. This increase resulted from an increase in costs from new reverse management locations and acquisitions, which was partially offset by contract expirations. Same location cost decreased $2.3 million or 6.6%. Increases in payroll and payroll related expenses were offset by decreases in operating expenses, primarily a favorable change in insurance loss experience reserve estimates relating to prior years of $2.5 million.

        Reimbursed management contract expense.    Reimbursed management contract expenses increased $10.7 million, or 3.1%, to $356.8 million for the year ended December 31, 2007, compared to $346.1 million in the year-ago period. This increase resulted from additional reimbursed costs incurred on the behalf of owners.

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        The following table presents the material changes to the gross profit and gross profit percentage on our lease and management contracts.

		Year Ended December 31,						Variance
		2007			2006			Amount			%
					(in millions)
Gross profit lease contracts:
	New location	$	0.3		$	(0.2	)	$	0.5			100.0
	Contract expirations		2.3			2.5			(0.2	)		(8.0	)
	Same location		12.4			11.4			1.0			8.8
	Conversions		0.5			0.5			—			—
	Acquisitions		0.2			0.1			0.1			100.0
Total gross profit lease contracts		$	15.7		$	14.3		$	1.4			9.8
Gross profit percentage lease contracts:
	New location		5.5	%		(28.6	)%
	Contract expirations		69.7	%		14.1	%
	Same location		9.6	%		9.3	%
	Conversions		8.8	%		4.1	%
	Acquisitions		11.1	%		20.0	%
Total gross profit percentage lease contracts			10.8	%		9.3	%
Gross margin percentage management contracts:
	New location	$	7.2		$	1.6		$	5.6			350.0
	Contract expirations		1.0			5.5			(4.5	)		(81.8	)
	Same location		59.5			53.3			6.2			11.6
	Conversions		0.6			0.4			0.2			50.0
	Acquisitions		1.6			0.7			0.9			128.6
Total gross profit management contracts		$	69.9		$	61.5		$	8.4			13.7
Gross profit percentage management contracts:
	New location		35.5	%		34.0	%
	Contract expirations		34.5	%		47.0	%
	Same location		64.8	%		60.6	%
	Conversions		85.7	%		100.0	%
	Acquisitions		41.0	%		38.9	%
Total gross profit percentage management contracts			58.4	%		57.7	%

        Gross profit—lease contracts.    Gross profit for lease contracts increased $1.4 million, or 9.8%, to $15.7 million for the year ended December 31, 2007, compared to $14.3 million in the year-ago period. Gross profit percentage for lease contracts increased to 10.8% for the year ended December 31, 2007, compared to 9.3% in the year-ago period. This percentage increase was primarily due to decreases in costs related to contract expirations and a $0.6 million non-cash gain related to the sale of a contract right in conjunction with one of the acquisitions completed during the third quarter.

        Gross profit—management contracts.    Gross profit for management contracts increased $8.4 million, or 13.7%, to $69.9 million for the year ended December 31, 2007, compared to $61.5 million in the year-ago period. Gross profit percentage for management contracts increased to 58.4% for the year ended December 31, 2007, compared to 57.7% in the year-ago period. This

40

percentage increase was primarily due to a favorable change in insurance loss experience reserve estimates relating to prior years.

        General and administrative expenses.    General and administrative expenses increased $3.6 million, or 8.7%, to $44.8 million for the year ended December 31, 2007, compared to $41.2 million for the year-ago period. This increase resulted from increases in payroll and payroll related expenses of $2.7 million, an increase in legal fees of $0.5 million, an increase in consulting fees of $0.2 million, an increase in training and recruiting of $0.3, partially offset by a decrease in other operating expenses of $0.1 million.

        Interest expense.    Interest expense decreased $1.2 million, or 14.9%, to $7.1 million for the year ended December 31, 2007, compared to $8.3 million in the year-ago period. This decrease resulted primarily from the redemption of the 9¹/4% Senior Subordinated Notes, the refinancing of our senior credit facility reduced borrowings under our senior credit facility and a decrease in interest rates.

        Interest income.    Interest income remained flat at $0.6 million for the year ended December 31, 2007 and December 31, 2006.

        Income tax expense (benefit).    Income tax expense increased $26.2 million, to $11.3 million for the year ended December 31, 2007, compared to a $14.9 million benefit in the year-ago period. In the fourth quarter of 2006 the Company concluded that certain net operating loss carryforwards and other deferred tax assets were more likely than not to be realized and accordingly, reversed the valuation allowance by the amount considered recoverable. The increase in income tax expense is based on an effective tax rate of approximately 39% in 2007 compared to a benefit of approximately 71% in 2006. The change in our effective tax rate resulted from our reversal of the valuation allowance at December 31, 2006.

Segments

        The following tables present the material factors that impact our financial statements on an operating segment basis.

        Segment revenue information is summarized as follows:

		Year Ended December 31,
		Region One				Region Two					Region Three				Region Four				Other						Total
		2007		2006		2007			2006		2007		2006		2007		2006		2007			2006			2007		2006
		(in millions)
Lease contract revenue:
	New location revenue	$	4.4	$	0.6	$	0.8		$	—	$	0.3	$	0.1	$	—	$	—	$	—		$	—		$	5.5	$	0.7
	Contract expirations		1.1		5.3		0.7			1.3		0.7		8.5		0.3		2.3		0.5			0.3			3.3		17.7
	Same location revenue		52.5		49.5		11.5			10.7		20.5		19.4		44.5		42.6		—			—			129.0		122.2
	Conversions		3.9		4.1		0.7			1.3		1.2		6.9		—		—		(0.1	)		(0.1	)		5.7		12.2
	Acquisitions		0.8		—		—			—		1.0		0.5		—		—		—			—			1.8		0.5
Total lease contract revenue		$	62.7	$	59.5	$	13.7		$	13.3	$	23.7	$	35.4	$	44.8	$	44.9	$	0.4		$	0.2		$	145.3	$	153.3
Management contract revenue:
	New location revenue	$	7.9	$	2.1	$	2.7		$	0.4	$	5.7	$	1.5	$	4.0	$	0.7	$	—		$	—		$	20.3	$	4.7
	Contract expirations		1.8		5.7		(0.3	)		—		1.5		4.7		0.1		1.3		(0.2	)		—			2.9		11.7
	Same location revenue		33.9		32.4		12.7			11.0		26.7		26.4		20.5		18.1		(2.0	)		—			91.8		87.9
	Conversions		0.3		0.3		0.1			—		0.3		—		—		—		—			0.1			0.7		0.4
	Acquisitions		0.3		—		—			—		3.6		1.8		—		—		—			—			3.9		1.8
Total management contract revenue		$	44.2	$	40.5	$	15.2		$	11.4	$	37.8	$	34.4	$	24.6	$	20.1	$	(2.2	)	$	0.1		$	119.6	$	106.5

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        Regions one, two and three recorded an increase in new location leases, and all regions experienced increases in same location revenue at a rate that approximated our average. The client base for region four currently prefers the structure of management contracts to lease contracts, therefore no new lease contracts were operational in 2007.

        All regions recorded new business revenue that exceeded any decreases in revenue from contract expirations. Same location revenue increased in all regions with region two recording a 15.5% increase due to several contracts adding ancillary services.

        Segment cost of parking services information is summarized as follows:

		Year Ended December 31,
		Region One				Region Two						Region Three				Region Four				Other						Total
		2007		2006		2007			2006			2007		2006		2007		2006		2007			2006			2007		2006
		(in millions)
Cost of parking services lease contracts:
	New location	$	4.1	$	0.7	$	0.8		$	0.1		$	0.3	$	0.1	$	—	$	—	$	—		$	—		$	5.2	$	0.9
	Contract expirations		1.1		4.8		(0.6	)		(0.5	)		—		8.2		0.4		2.2		0.1			0.5			1.0		15.2
	Same location		47.7		45.0		9.9			9.5			19.1		17.8		40.3		38.6		(0.4	)		(0.1	)		116.6		110.8
	Conversions		3.5		3.8		0.5			1.2			1.2		6.6		—		—		—			0.1			5.2		11.7
	Acquisitions		0.7		—		—			—			0.9		0.4		—		—		—			—			1.6		0.4
Total cost of parking lease contracts		$	57.1	$	54.3	$	10.6		$	10.3		$	21.5	$	33.1	$	40.7	$	40.8	$	(0.3	)	$	0.5		$	129.6	$	139.0
Cost of parking services management contracts:
New location		$	4.8	$	1.4	$	1.6		$	0.3		$	3.2	$	0.8	$	3.6	$	0.6	$	(0.1	)	$	—		$	13.1	$	3.1
Contract expirations			0.4		1.9		0.7			0.5			0.7		2.9		0.2		0.9		(0.1	)		—			1.9		6.2
Same location			12.5		11.0		4.7			4.4			11.3		11.8		8.4		7.5		(4.6	)		(0.1	)		32.3		34.6
Conversions			—		—		—			—			—		—		—		—		0.1			—			0.1		—
Acquisitions			—		—		—			—			2.2		1.1		—		—		0.1			—			2.3		1.1
Total cost of parking services management contracts		$	17.7	$	14.3	$	7.0		$	5.2		$	17.4	$	16.6	$	12.2	$	9.0	$	(4.6	)	$	(0.1	)	$	49.7	$	45.0

        Regions one, two and three recorded an increase in new location leases, and all regions experienced increases in same location costs at a rate that approximated our average. The client base for region four currently prefers the structure of management contracts to lease contracts, therefore no new lease contracts were operational in 2007.

        All regions recorded new business costs that exceeded any decreases in costs from contract expirations. Same location costs increased in all regions with region two recording a decrease due to a decrease in supply costs.

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        Segment lease contract gross profit/gross profit percentage information is summarized as follows:

		Year Ended December 31,
		Region One					Region Two						Region Three				Region Four					Other						Total
		2007		2006			2007			2006			2007		2006		2007			2006		2007			2006			2007		2006
		(in millions)
Gross profit lease contracts:
	New location	$	0.3	$	(0.1	)	$	—		$	(0.1	)	$	—	$	—	$	—		$	—	$	—		$	—		$	0.3	$	(0.2	)
	Contract expirations		—		0.5			1.3			1.8			0.7		0.3		(0.1	)		0.1		0.4			(0.2	)		2.3		2.5
	Same location		4.8		4.5			1.6			1.2			1.4		1.6		4.2			4.0		0.4			0.1			12.4		11.4
	Conversions		0.4		0.3			0.2			0.1			—		0.3		—			—		(0.1	)		(0.2	)		0.5		0.5
	Acquisitions		0.1		—			—			—			0.1		0.1		—			—		—			—			0.2		0.1
Total gross profit lease contracts		$	5.6	$	5.2		$	3.1		$	3.0		$	2.2	$	2.3	$	4.1		$	4.1	$	0.7		$	(0.3	)	$	15.7	$	14.3
		(percentages)
Gross profit percentage lease contracts:
	New location		6.8		(16.7	)		—			—			—		—		—			—		—			—			5.5		(28.6	)
	Contract expirations		—		9.4			185.7			138.5			100.0		3.5		(33.3	)		4.3		80.0			(66.7	)		69.7		14.1
	Same location		9.1		9.1			13.9			11.2			6.8		8.2		9.4			9.4		—			—			9.6		9.3
	Conversions		10.3		7.3			28.6			7.7			—		4.3		—			—		100.0			200.0			8.8		4.1
	Acquisitions		12.5		—			—			—			10.0		20.0		—			—		—			—			11.1		20.0
Total gross profit percentage			8.9		8.7			22.6			22.6			9.3		6.5		9.2			9.1		175.0			(150.0	)		10.8		9.3
		(in millions)
Gross profit management contracts:
	New location	$	3.1	$	0.7		$	1.1		$	0.1		$	2.5	$	0.7	$	0.4		$	0.1	$	0.1		$	—		$	7.2	$	1.6
	Contract expirations		1.4		3.8			(1.0	)		(0.5	)		0.8		1.8		(0.1	)		0.4		(0.1	)		—			1.0		5.5
	Same location revenue		21.4		21.4			8.0			6.6			15.4		14.6		12.1			10.6		2.6			0.1			59.5		53.3
	Conversions		0.3		0.3			0.1			—			0.3		—		—			—		(0.1	)		0.1			0.6		0.4
	Acquisitions		0.3		—			—			—			1.4		0.7		—			—		(0.1	)		—			1.6		0.7
Total gross profit management contracts		$	26.5	$	26.2		$	8.2		$	6.2		$	20.4	$	17.8	$	12.4		$	11.1	$	2.4		$	0.2		$	69.9	$	61.5
		(percentages)
Gross profit percentage management contracts:
	New location		39.2		33.3			40.7			25.0			43.9		46.7		10.0			14.3		—			—			35.5		34.0
	Contract expirations		77.8		66.7			333.3			—			53.3		38.3		(100.0	)		30.8		50.0			—			34.5		47.0
	Same location revenue		63.1		66.0			63.0			60.0			57.7		55.3		59.0			58.6		(130.0	)		100.0			64.8		60.6
	Conversions		100.0		100.0			100.0			—			100.0		—		—			—		—			—			85.7		100.0
	Acquisitions		100.0		—			—			—			38.9		38.9		—			—		—			—			41.0		38.9
Total gross profit percentage			60.0		64.7			53.9			54.4			54.0		51.7		50.4			55.2		(109.1	)		200.0			58.4		57.7

        All regions were at or slightly above the prior year in gross profit for lease contracts. The largest increase was in the other region for the reason noted previously. Lease contracts, due to their typically high rent component, will have a lower gross profit percentage; however, they will approximate management contracts in average gross profit per contract dollars.

        All regions recorded increases in gross profit for management contracts for the reasons noted previously. Gross profit percentage declines in regions one and four, which had our highest percentages, resulted from expirations of fixed fee contracts that have no cost and adding new locations with a cost component, which we refer to as reverse management contracts.

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        Segment general and administrative expense information is summarized as follows:

		Year Ended December 31,
		Region One				Region Two				Region Three				Region Four				Other				Total
		2007		2006		2007		2006		2007		2006		2007		2006		2007		2006		2007		2006
		(in millions)
General and administrative expenses:
	Growth	$	7.3	$	7.3	$	4.9	$	4.2	$	9.4	$	8.0	$	3.0	$	2.9	$	19.6	$	18.2	$	44.2	$	40.6
	Acquisitions		0.1		—		—		—		0.5		0.6		—		—		—		—		0.6		0.6
Total general and administrative expenses		$	7.4	$	7.3	$	4.9	$	4.2	$	9.9	$	8.6	$	3.0	$	2.9	$	19.6	$	18.2	$	44.8	$	41.2

        General and administrative expenses on a segment basis represent direct administrative costs for each region. The other region consists primarily of the corporate headquarters. The increase in region three is due primarily to our investment in additional business development infrastructure.

Unaudited Quarterly Results

        The following table sets forth our unaudited quarterly consolidated statement of income data for the years ended December 31, 2008 and December 31, 2007. The unaudited quarterly information has been prepared on the same basis as the annual financial information and, in management's opinion, includes all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the information for the quarters presented. Historically, our revenues and operating results have varied from quarter to quarter and are expected to continue to fluctuate in the future. These fluctuations have been due to a number of factors, including: general economic conditions in our markets; additions of contracts; expiration and termination of contracts; conversion of lease contracts to management contracts; conversion of management contracts to lease contracts and changes in terms of contracts that

44

are retained. The operating results for any historical quarter are not necessarily indicative of results for any future period.

		2008 Quarters Ended											2007 Quarters Ended
		March 31			June 30			September 30			December 31		March 31			June 30			September 30			December 31
		(unaudited)											(unaudited)
		($ in thousands)
Parking services revenue:
Lease contracts		$	37,694		$	40,003		$	38,634		$	37,980	$	35,198		$	35,988		$	36,182		$	37,959
Management contracts			35,880			36,415			36,858			36,675		28,196			28,539			31,150			31,727
Reimbursement of management contract expense			99,451			99,317			101,919			99,934		90,497			87,588			85,167			93,530
Total revenue			173,025			175,735			177,411			174,589		153,891			152,115			152,499			163,216
Cost of parking services:
Lease contracts			34,893			34,711			35,506			34,948		32,018			31,768			31,666			34,098
Management contracts			17,046			18,162			16,510			17,567		11,724			11,703			13,378			12,921
Reimbursed management contract expense			99,451			99,317			101,919			99,934		90,497			87,588			85,167			93,530
Total cost of parking services			151,390			152,190			153,935			152,449		134,239			131,059			130,211			140,549
Gross profit:
Lease contracts			2,801			5,292			3,128			3,032		3,180			4,220			4,516			3,861
Management contracts			18,834			18,253			20,348			19,108		16,472			16,836			17,772			18,806
Total gross profit			21,635			23,545			23,476			22,140		19,652			21,056			22,288			22,667
General and administrative			11,411			12,029			12,017			12,162		10,814			10,844			11,356			11,782
Depreciation and amortization			1,371			1,579			1,539			1,570		1,252			1,276			1,389			1,418
Operating income			8,853			9,937			9,920			8,408		7,586			8,936			9,543			9,467
Other expense (income):
Interest expense			1,518			1,086			1,777			2,095		1,803			1,770			1,739			1,744
Interest income			(42	)		(41	)		(106	)		16		(219	)		(227	)		(47	)		(117	)
			1,476			1,045			1,671			2,111		1,584			1,543			1,692			1,627
Minority interest			122			3			(4	)		27		160			89			109			88
Income before income taxes			7,255			8,889			8,253			6,270		5,842			7,304			7,742			7,752
Income tax expense			2,978			3,612			3,144			1,888		2,360			2,953			3,213			2,741
Net income		$	4,277		$	5,277		$	5,109		$	4,382	$	3,482		$	4,351		$	4,529		$	5,011
Common Stock Data(1):
Net income per share:
	Basic		.24			.29			.30			.27		.18			.23			.24			.27
	Diluted		.23			.29			.29			.27		.18			.22			.24			.27
Weighted average shares outstanding:
	Basic		18,122,846			17,891,155			17,244,932			16,041,375		19,206,663			18,930,559			18,720,641			18,468,803
	Diluted		18,534,770			18,265,653			17,694,208			16,430,630		19,714,829			19,394,585			19,145,570			18,901,321

(1)

Share and per share amounts have been retroactively adjusted for the effect of the 2-for-1 stock split in January 2008. See Note A for additional information.

Liquidity and Capital Resources

Outstanding Indebtedness

        On December 31, 2008, we had total indebtedness of approximately $125.1 million, an increase of $44.7 million from December 31, 2007. The $125.1 million includes:

•

$120.6 million under our senior credit facility; and

•

$4.5 million of other debt including capital lease obligations and obligations on seller notes and other indebtedness.

45

        We believe that our cash flow from operations, combined with additional borrowing capacity under our senior credit facility, which amounted to $68.6 million at December 31, 2008, will be sufficient to enable us to pay our indebtedness, or to fund other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before their respective maturities. We believe that we will be able to refinance our indebtedness on commercially reasonable terms.

Senior Credit Facility

        On July 15, 2008, we entered into an amended and restated credit agreement with a group of six banks: Bank of America, N.A., as administrative agent, issuing lender and as a lender; Wells Fargo Bank N.A., as syndication agent, issuing lender and as a lender; Fifth Third Bank, as a lender; First Hawaiian Bank, as a lender; JPMorgan Chase Bank, N.A., as a lender; and U.S. Bank National Association, as a lender. This credit agreement amended and restated our credit facility dated June 29, 2006.

        The senior credit facility was increased from $135.0 million to $210.0 million. The $210.0 million revolving credit facility will expire in July 2013. The revolving credit facility includes a letter of credit sub-facility with a sublimit of $50.0 million and a swing line sub-facility with a sublimit of $10.0 million.

        The revolving credit facility bears interest, at our option, at either (1) LIBOR plus the applicable LIBOR Margin ranging between 2.00% and 3.50% depending on the ratio of our total funded indebtedness to our EBITDA from time to time ("Total Debt Ratio") or (2) the Base Rate (as defined below) plus the applicable Base Rate Margin ranging between 0.50% and 2.00% depending on our Total Debt Ratio. We may elect interest periods of one, two, three or six months for LIBOR based borrowings. The Base Rate is the greater of (i) the rate publicly announced from time to time by Bank of America, N.A. as its "prime rate", or (ii) the overnight federal funds rate plus 0.50%.

        The senior credit facility includes a fixed charge ratio covenant, a total debt to EBITDA ratio covenant, a limit on our ability to incur additional indebtedness, issue preferred stock or pay dividends, and certain other restrictions on our activities. We are required to repay borrowings under the senior credit facility out of the proceeds of future issuances of debt or equity securities and asset sales, subject to certain customary exceptions. The senior credit facility is secured by substantially all of our assets and all assets acquired in the future (including a pledge of 100% of the stock of our existing and future domestic guarantor subsidiaries and 65% of the stock of our existing and future foreign subsidiaries).

        Our senior credit facility provides for an event of default if a "Change of Control" occurs. A "Change of Control would be triggered if, among other reasons, someone other than affiliates of our Chairman, John V. Holten, directly or indirectly, becomes the beneficial owner of more than 50% of our common stock. Our parent company, Steamboat Industries LLC, which is controlled by Mr. Holten, has announced its intent to sell a majority (and potentially all or substantially all) of its stake in the Company, and all of Steamboat's Company shares have been pledged to various lenders. To the best of our knowledge and belief, Steamboat intends to sell shares in a manner that will not, and the potential foreclosure by the Steamboat lenders will not, trigger a default under the "Change of Control" provision. Accordingly, we do not believe that any likely transaction involving Steamboat will have any impact on our liquidity, capital resources, and business operations.

        We are in compliance with all of our financial covenants.

        At December 31, 2008, we had $20.8 million letters of credit outstanding under the senior credit facility, borrowings against the senior credit facility aggregated $120.6 million and we had $68.6 million available under the senior credit facility.

46

Interest Rate Cap Transactions

        We use a variable rate senior credit facility to finance our operations. This facility exposes us to variability in interest payments due to changes in interest rates. If interest rates increase, interest expense increases and conversely, if interest rates decrease, interest expense also decreases. We believe that it is prudent to limit the exposure of an increase in interest rates.

        To meet this objective, we entered into an interest rate cap transaction with Bank of America, N.A. in 2005, allowing us to continue to take advantage of LIBOR based pricing under our Credit Agreement while hedging our interest rate exposure on a portion of our borrowings under the Credit Agreement ("Rate Cap Transaction"). Under the Rate Cap Transaction, we received payments from Bank of America at the end of each quarterly period to the extent that the prevailing three month LIBOR during that period exceeded our cap rate. The Rate Cap Transaction capped our LIBOR rate on a $30.0 million principal balance at 2.5% for a total of 18 months, which matured on July 12, 2006, and for which we recognized a gain of $0.3 million over the life of the cap. For the year ended December 31, 2006, we recognized a gain of $0.2 million which was reported as a reduction of interest expense in the Consolidated Statement of Income. The Rate Cap Transaction began as of January 12, 2005 and settled each quarter on a date that coincided with our quarterly interest payment dates under the Credit Agreement.

        In 2006 we entered into an additional Rate Cap Transaction with Bank of America, which allows us to limit our exposure on a portion of our borrowings under the Credit Agreement. Under this Rate Cap Transaction, we receive payments from Bank of America each quarterly period to the extent that the prevailing three month LIBOR during that period exceeds our cap rate of 5.75%. This Rate Cap Transaction caps our LIBOR interest rate on a notional amount of $50.0 million at 5.75% for a total of 36 months. The Rate Cap Transaction began as of August 4, 2006 and settles each quarter on a date that coincides with our quarterly interest payment dates under the Credit Agreement. This Rate Cap Transaction is classified as a cash flow hedge, and we calculate the effectiveness of the hedge on a quarterly basis. The ineffective portion of the cash flow hedge is recognized in current period earnings as an increase of interest expense.

        At December 31, 2008, the fair value of the Rate Cap Transaction was immaterial. Total changes in the fair value of the Rate Cap Transaction at December 31, 2008 was $0.3 million, of which $0.2 million was recorded as an increase of interest expense in the consolidated statement of income for the year ended December 31, 2008. $0.1 million of this change was due to hedge ineffectiveness.

        At December 31, 2007, the fair value of the Rate Cap Transaction was immaterial. Total changes in the fair value of the Rate Cap Transaction as of December 31, 2007 was $0.3 million, of which $0.1 million was reflected in accumulated other comprehensive income, net of tax, on the consolidated balance sheet. $0.1 million and $42 thousand of this change was recorded as an increase of interest expense in the consolidated statement of income for the years ended December 31, 2007 and 2006, respectively.

        We do not enter into derivative instruments for any purpose other than cash flow hedging purposes.

Stock Repurchases

2008 Stock Repurchases

        In December 2007, the Board of Directors authorized us to repurchase shares of our common stock, on the open market or through private purchases, up to $25.0 million in aggregate. As of December 31, 2007, $22.9 million remained available for repurchase under this authorization.

47

        During the first quarter of 2008, we repurchased from third party shareholders 257,125 shares at an average price of $20.79 per share, including average commissions $0.03 per share, on the open market. Our majority shareholder sold to us 120,111 shares in the first quarter at an average price of $20.76 per share. The total value of the first quarter transactions was $7.8 million. 214,500 shares were retired in March 2008 and the remaining 162,736 shares were retired in June 2008.

        During the second quarter of 2008, we repurchased from third party shareholders 120,000 shares at an average price of $20.70 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder sold to us 125,964 shares in the second quarter at an average price of $20.67 per share. The total value of the second quarter transactions was $5.1 million. 173,701 shares were retired in June 2008 and the remaining 72,263 were retired during the third quarter.

        In July 2008 the Board of Directors authorized us to repurchase shares of our common stock, on the open market or through private purchases, up to an additional $60.0 million in aggregate.

        During the third quarter of 2008, we repurchased from third party shareholders 565,447 shares at an average price of $21.19 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder sold to us 580,060 shares in the third quarter at an average price of $21.16 per share. In addition, we repurchased from third party shareholders 14,600 shares at an average price of $22.66 per share, including average commissions of $0.03 per share, on the open market. The total value of the third quarter transactions was $24.6 million. 994,841 shares were retired during the third quarter of 2008 and the remaining 165,266 shares were retired in the fourth quarter of 2008.

        The December 2007 repurchase authorization by the Board of Directors was completed in August 2008.

        During the fourth quarter of 2008, we repurchased from third party shareholders 640,348 shares at an average price of $18.34 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder sold to us 545,683 shares in the fourth quarter at an average price of $18.31 per share. In addition, we repurchased from third party shareholders 24,700 shares at an average price of $18.21 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder also sold us its pro-rata ownership of a third quarter open market repurchase of 14,904 shares at an average price of $22.63 per share. The total value of the fourth quarter transactions was $22.5 million. 598,212 shares were retired during the fourth quarter of 2008 and the remaining 627,423 shares were held as treasury stock and retired during the first quarter of 2009.

        As of December 31, 2008, $22.9 million remained available for repurchase under the July 2008 authorization by the Board of Directors.

2007 Stock Repurchases

        In March 2007, the Board of Directors authorized us to repurchase shares of our common stock, on the open market or through private purchases, up to $20.0 million in aggregate. This repurchase program was completed during the fourth quarter of 2007.

        During the first quarter of 2007 we repurchased from third party shareholders 95,278 shares at an average price of $17.57 per share, including average commissions of $0.01 per share, on the open market. Our majority shareholder sold to us 100,000 shares in the first quarter at an average price of $17.56 per share. The total value of the first quarter transactions was $3.4 million. All treasury shares were retired in March 2007.

        During the second quarter of 2007 we repurchased from third party shareholders 175,600 shares at an average price of $18.33 per share, including average commissions of $0.01 per share, on the open market. Our majority shareholder sold to us 182,808 shares in the second quarter at an average price of

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$18.32 per share. The total value of the second quarter transactions was $6.6 million. All treasury shares were retired during the second quarter.

        During the third quarter of 2007 we repurchased from third party shareholders 135,756 shares at an average price of $18.14 per share, including average commissions of $0.01 per share, on the open market. Our majority shareholder sold to us 139,772 shares in the third quarter at an average price of $18.13 per share. The total value of the third quarter transactions was $5.0 million. 215,012 shares were retired in September 2007 and the remaining 60,516 shares were retired in October 2007.

        In December 2007, the Board of Directors authorized us to repurchase shares of our common stock, on the open market or through private purchase, up to an additional $25.0 million in aggregate.

        During the fourth quarter of 2007 we repurchased from third party shareholders 74,052 shares at an average price of $20.43 per share, including average commissions of $0.01 per share, on the open market, and our majority shareholder agreed in each case to sell shares equal to its pro-rata ownership of 76,106 shares at an average price of $20.42 per share. In addition, we repurchased 167,544 shares at an average price of $24.22 per share, including average commission of $0.01 per share, on the open market. The total value of the fourth quarter transactions was $7.1 million. 269,228 shares were retired during the fourth quarter of 2007 and the remaining 48,474 shares were held as treasury stock and retired during the first quarter of 2008.

Letters of Credit

        At December 31, 2008, we have provided letters of credit totaling $18.4 million to our casualty insurance carriers to collateralize our casualty insurance program.

        As of December 31, 2008, we provided $2.4 million in letters of credit to collateralize other obligations.

Deficiency Payments

        Pursuant to our obligations with respect to the parking garage operations at Bradley International Airport, we are required to make certain payments for the benefit of the State of Connecticut and for holders of special facility revenue bonds. The deficiency payments represent contingent interest bearing advances to the trustee to cover operating cash flow requirements. The payments, if any, are recorded as a receivable by us for which we are reimbursed from time to time as provided in the trust agreement. As of December 31, 2008, we have a receivable of $6.0 million, comprised of cumulative deficiency payments to the trustee, net of reimbursements. We believe these advances to be fully recoverable and therefore have not recorded a valuation allowance for them. We do not guarantee the payment of any principal or interest on any debt obligations of the State of Connecticut or the trustee.

        We made deficiency payments (net of repayments received) of $1.8 million in the year ended December 31, 2008 compared to receiving repayments (net of deficiency payments) of $0.2 million in the year ended December 31, 2007. In addition, we received $18 thousand on deficiency repayments from the trustee for premium income in the year ended December 31, 2008 compared to $0.4 million for interest and premium income in the year ended December 31, 2007. (See Note O to our consolidated financial statements)

Capital Leases

        We incurred no new capital lease obligations for the year ended December 31, 2008, compared to $30 thousand for the year ended December 31, 2007.

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Lease Commitments

        We have minimum lease commitments of $32.0 million for fiscal 2009. The leased properties generate sufficient cash flow to meet the base rent payment.

Daily Cash Collections

        As a result of day-to-day activity at our parking locations, we collect significant amounts of cash. Lease contract revenue is generally deposited into our local bank accounts, with a portion remitted to our clients in the form of rental payments according to the terms of the leases. Under management contracts, some clients require us to deposit the daily receipts into one of our local bank accounts, with the cash in excess of our operating expenses and management fees remitted to the clients at negotiated intervals. Other clients require us to deposit the daily receipts into client accounts and the clients then reimburse us for operating expenses and pay our management fee subsequent to month-end. Some clients require a segregated account for the receipts and disbursements at locations. Our working capital and liquidity may be adversely affected if a significant number of our clients require us to deposit all parking revenues into their respective accounts.

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

Net Cash Provided by Operating Activities

        Our primary sources of funds are cash flows from operating activities and changes in working capital. Net cash provided by operating activities totaled $29.3 million for 2008, compared to $36.3 million for 2007. Cash provided during 2008 included $34.0 million from operations which was offset by a net decrease in working capital of $4.7 million. Notes and accounts receivable increased by $4.6 million, which primarily related to an increase in business from new locations and our acquisitions. Other assets increased by $3.0 million which primarily related to deposits made in conjunction with new business proposals that are refundable and advances to clients for their facility improvements that are reimbursed to us over a contractual term. Accounts payable increased by $3.5 million, which primarily resulted from the timing on payments to our clients and new business that are under management contracts as described under "Daily Cash Collections". Other liabilities decreased by $1.0 million, which primarily related to accrued rent that decreased due to conversions to management contracts, new contract terms that lowered the contingency rent amount for a higher fixed amount and timing of payment obligations.

        Net cash provided by operating activities totaled $36.3 million for 2007, compared to $28.8 million for 2006. Cash provided during 2007 included $30.9 million from operations and a net increase in working capital of $5.3 million. Notes and accounts receivable increased by $2.7 million, which primarily related to an increase in business from new locations and our acquisitions. Other assets increased by $2.2 million, which primarily related to the implementation of a non-qualified deferred compensation plan. Accounts payable increased by $9.4 million, of which $6.2 million is the result of timing on payments to our clients that are under management contracts as described under "Daily Cash Collections" and $3.2 million is timing on trade accounts payable and additional volume due to new business. Other liabilities increased by $1.3 million, which primarily relates to an increase in accrued insurance due to insurance reserves for our casualty program.

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Net Cash Used in Investing Activities

        Net cash used in investing activities totaled $13.0 million in 2008 compared to $10.7 million in 2007. Cash used in investing activities for 2008 included business acquisitions of $6.3 million, capital expenditures of $6.3 million for capital investments needed to secure and/or extend lease facilities, investment in information system enhancements and infrastructure, cost of contract purchases of $0.6 million and $0.1 million for contingent payments on previously acquired contracts, which was partially offset by $0.3 million of proceeds from the sale of assets.

        Net cash used in investing activities totaled $10.7 million in 2007 compared to $2.3 million in 2006. Cash used in investing activities for 2007 included business acquisitions of $6.2 million, capital expenditures of $4.5 million for capital investments needed to secure and/or extend leased facilities, investment in information system enhancements and infrastructure and $0.1 million for contingent payments on previously acquired contracts, which was partially offset by $0.1 million of proceeds from the sale of assets.

Net Cash Used in Financing Activities

        Net cash used in financing activities totaled $16.0 million in 2008 compared to $25.5 million in 2007. Cash used in financing activities for 2008 included $60.0 million used to repurchase our common stock, $2.3 million used for payments of debt issuance costs, $1.6 million used for payments on capital leases, $0.1 million used for payments on other long-term borrowings, offset by $46.4 million in proceeds from our senior credit facility, $0.7 million in proceeds from the exercise of stock options and $0.9 million in excess tax benefits related to stock option exercises.

        Net cash used in financing activities totaled $25.5 million in 2007 compared to $29.3 million in 2006. Cash used in financing activities for 2007 included $22.1 million to repurchase our common stock, $2.9 million in payments on the senior credit facility, $2.3 million for payments on capital leases, $0.1 million on debt issuance costs and $0.1 million for cash used on other long-term borrowings, which was partially offset by $1.0 million in proceeds from the exercise of stock options and $1.0 million in excess tax benefits related to stock option exercises.

Cash and Cash Equivalents

        We had cash and cash equivalents of $8.3 million at December 31, 2008, compared to $8.5 million at December 31, 2007 and $8.1 million at December 31, 2006. The cash balances reflect our ability to utilize funds deposited into our local accounts and which based upon availability, timing of deposits and the subsequent movement of that cash into our corporate accounts may result in significant changes to our cash balances.

Summary Disclosures About Contractual Obligations and Commercial Commitments

        The following summarizes certain of our contractual obligations at December 31, 2008 and the effect such obligations are expected to have on our liquidity and cash flow in future periods. The

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nature of our business is to manage parking facilities. As a result, we do not have significant short-term purchase obligations.

			Payments due by period
	Total		Less than 1 year		1 - 3 years		4 - 5 years		After 5 years
	(in thousands)
Long-term debt(1)	$	147,153	$	5,691	$	17,073	$	123,754	$	635
Operating leases(2)		117,152		31,556		57,309		13,855		14,432
Capital leases(3)		3,292		1,026		1,856		410		—
Other long-term liabilities(4)		27,642		7,706		11,788		2,408		5,740
Letters of credit(5)		20,767		5,806		6,665		5,884		2,412
Total(6)	$	316,006	$	51,785	$	94,691	$	146,311	$	23,219

(1)

Represents principal amounts and interest. See Note F to our consolidated financial statements.

(2)

Represents minimum rental commitments, excluding contingent rent provisions under all non-cancelable leases.

(3)

Represents principal amounts and interest on capital lease obligations. See Note M to our consolidated financial statements.

(4)

Represents deferred compensation, customer deposits, insurance claims, obligation related to 2008 acquisition, sales tax on capital leases and deferred partnership fees.

(5)

Represents amount of currently issued letters of credit at their maturities.

(6)

$120.6 million in long-term debt and $20.8 million of letters of credit are subject to a variable interest rate. The interest rate used to estimate future interest payment subject to variable debt included in our table is 2.61%, which represents the weighted average interest rate on our variable debt in effect as of December 31, 2008.

        In addition we made contingent earnout payments of $0.3 million, $0.1 million and $0.3 million for the years ended 2008, 2007 and 2006, respectively, and we made deficiency payments related to Bradley of $2.2 million, $0.7 million and $0.4 million for the years ended 2008, 2007 and 2006, respectively. No amounts have been included on the above schedule related to those payments for future periods as the amounts, if any, are not presently determinable.

Critical Accounting Policies

        "Management's Discussion and Analysis of Financial Condition and Results of Operations" discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Accounting estimates are an integral part of the preparation of the financial statements and the financial reporting process and are based upon current judgments. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Certain accounting estimates are particularly sensitive because of their complexity and the possibility that future events affecting them may differ materially from our current judgments and estimates.

        This listing of critical accounting policies is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States of America, with no need for

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management's judgment regarding accounting policy. We believe that of our significant accounting policies, the following may involve a higher degree of judgment and complexity:

Impairment of Long-Lived Assets and Goodwill

        As of December 31, 2008, our net long-lived assets were comprised primarily of $17.5 million of property, equipment and leasehold improvements and $10.9 million of contract and lease rights. In accounting for our long-lived assets, other than goodwill, we apply the provisions of Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." We account for goodwill and other intangible assets under the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets." As of December 31, 2008, we had $123.6 million of goodwill.

        The determination and measurement of an impairment loss under these accounting standards require the significant use of judgment and estimates. The determination of fair value of these assets utilizes cash flow projections that assume certain future revenue and cost levels, assumed discount rates based upon current market conditions and other valuation factors, all of which involve the use of significant judgment and estimation. For the years ended December 31, 2008 and December 31, 2007 we were not required to record any impairment charges related to long-lived assets or to goodwill. Future events may indicate differences from our judgments and estimates which could, in turn, result in impairment charges in the future. Future events that may result in impairment charges include increases in interest rates, which would impact discount rates, unfavorable economic conditions or other factors which could decrease revenues and profitability of existing locations and changes in the cost structure of existing facilities. Factors that could potentially have an unfavorable economic effect on our judgments and estimates include, among others: changes imposed by governmental and regulatory agencies, such as property condemnations and assessment of parking-related taxes; construction or other events that could change traffic patterns; and terrorism or other catastrophic events.

Insurance Reserves

        We purchase comprehensive casualty insurance (including, without limitation, general liability, garage-keepers legal liability, worker's compensation and umbrella/excess liability insurance) covering certain claims that occur at parking facilities we lease or manage. Under our various liability and workers' compensation insurance policies, we are obligated to reimburse the insurance carrier for the first $250,000 of any loss. As a result, we are, in effect, self-insured for all claims up to the deductible levels. We apply the provisions of SFAS No. 5, Accounting for Contingencies, in determining the timing and amount of expense recognition associated with claims against us. The expense recognition is based upon our determination of an unfavorable outcome of a claim being deemed as probable and reasonably estimated, as defined in SFAS No. 5. This determination requires the use of judgment in both the estimation of probability and the amount to be recognized as an expense. We utilize historical claims experience along with regular input from third party insurance advisors and actuaries in determining the required level of insurance reserves. Future information regarding historical loss experience may require changes to the level of insurance reserves and could result in increased expense recognition in the future.

Allowance for Doubtful Accounts

        We report accounts receivable, net of an allowance for doubtful accounts, to represent our estimate of the amount that ultimately will be realized in cash. Management reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, using historical collection trends, aging of receivables, and a review of specific accounts, and makes adjustments in the allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing receivable balances or future allowance considerations.

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Income Taxes

        We use the asset and liability method of SFAS No. 109, Accounting for Income Taxes, to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We have certain net operating loss carry forwards which expire between 2021 and 2024. Our ability to fully utilize these net operating losses to offset taxable income is limited due to the change in ownership resulting from the initial public offering (Internal Revenue Code Section 382). We consider a number of factors in our assessment of the recoverability of our net operating loss carryforwards including their expiration dates, the limitations imposed due to the change in ownership as well as future projections of income. Future changes in our operating performance along with these considerations may significantly impact the amount of net operating losses ultimately recovered, and our assessment of their recoverability.

Litigation

        We are subject to litigation in the normal course of our business. We apply the provisions of SFAS No. 5, Accounting for Contingencies, in determining the timing and amount of expense recognition associated with legal claims against us. Management uses guidance from internal and external legal counsel on the potential outcome of litigation in determining the need to record liabilities for potential losses and the disclosure of pending legal claims.

        In addition to any litigation that may arise in connection with insured matters, we are subject to various claims and legal proceedings that consist principally of lease and contract disputes. We consider these claims and legal proceedings to be routine and incidental to our business, and in the opinion of management, the ultimate liability with respect to these proceedings and claims will not materially affect our financial position, operations or liquidity.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rates

        Our primary market risk exposure consists of risk related to changes in interest rates. We use a variable rate senior credit facility to finance our operations. This facility exposes us to variability in interest payments due to changes in interest rates. If interest rates increase, interest expense increases and conversely, if interest rates decrease, interest expense also decreases. We believe that it is prudent to limit the exposure of an increase in interest rates.

        To meet this objective, we entered into an interest rate cap transaction with Bank of America, N.A. in 2005, allowing us to continue to take advantage of LIBOR based pricing under our Credit Agreement while hedging our interest rate exposure on a portion of our borrowings under the Credit Agreement ("Rate Cap Transaction"). Under the Rate Cap Transaction, we received payments from Bank of America at the end of each quarterly period to the extent that the prevailing three month LIBOR during that period exceeded our cap rate. The Rate Cap Transaction capped our LIBOR rate on a $30.0 million principal balance at 2.5% for a total of 18 months, which matured on July 12, 2006, and for which we recognized a gain of $0.3 million over the life of the cap. For the year ended December 31, 2006, we recognized a gain of $0.2 million which was reported as a reduction of interest expense in the Consolidated Statement of Income. The Rate Cap Transaction began as of January 12, 2005 and settled each quarter on a date that coincided with our quarterly interest payment dates under the Credit Agreement.

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        In 2006 we entered into an additional Rate Cap transaction with Bank of America, which allows us to limit our exposure on a portion of our borrowings under the Credit Agreement. Under this Rate Cap Transaction, we receive payments from Bank of America each quarterly period to the extent that the prevailing three month LIBOR during that period exceeds our cap rate of 5.75%. This Rate Cap Transaction caps our LIBOR interest rate on a notional amount of $50.0 million at 5.75% for a total of 36 months. The Rate Cap Transaction began as of August 4, 2006 and settles each quarter on a date that coincides with our quarterly interest payment dates under the Credit Agreement. This Rate Cap Transaction is classified as a cash flow hedge, and we calculate the effectiveness of the hedge on a quarterly basis. The ineffective portion of the cash flow hedge is recognized in current period earnings as an increase of interest expense.

        At December 31, 2008, the fair value of the Rate Cap Transaction was immaterial. Total changes in the fair value of the Rate Cap Transaction at December 31, 2008 was $0.3 million, of which $0.2 million was recorded as an increase of interest expense in the consolidated statement of income for the year ended December 31, 2008. $0.1 million of this change was due to hedge ineffectiveness.

        At December 31, 2007, the fair value of the Rate Cap Transaction was immaterial. Total changes in the fair value of the Rate Cap Transaction as of December 31, 2007 was $0.3 million, of which $0.1 million was reflected in accumulated other comprehensive income, net of tax, on the consolidated balance sheet. $0.1 million and $42 thousand of this change was recorded as an increase of interest expense in the consolidated statement of income for the years ended December 31, 2007 and 2006, respectively.

        We do not enter into derivative instruments for any purpose other than cash flow hedging purposes.

        Our $210.0 million senior credit facility provides for a $210.0 million variable rate revolving facility. In addition, the credit facility includes a letter of credit sub-facility with a sublimit of $50.0 million and swing line sub-facility with a sublimit of $10.0 million. Interest expense on such borrowing is sensitive to changes in the market rate of interest. If we were to borrow the entire $220.0 million available under the facility, a 1% increase in the average market rate would result in an increase in our annual interest expense of $2.20 million.

        This amount is determined by considering the impact of the hypothetical interest rates on our 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 our financial structure.

Foreign Currency Risk

        Our exposure to foreign exchange risk is minimal. All foreign investments are denominated in U.S. dollars, with the exception of Canada. We had approximately $1.3 million of Canadian dollar denominated cash instruments at December 31, 2008. We had no Canadian dollar denominated debt instruments at December 31, 2008. We do not hold any hedging instruments related to foreign currency transactions. We monitor foreign currency positions and may enter into certain hedging instruments in the future should we determine that exposure to foreign exchange risk has increased.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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ITEM 9A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

        As of the end of the period covered by this annual report, our chief executive officer, chief financial officer, and corporate controller carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"). Based upon their evaluation, our chief executive officer, chief financial officer, and corporate controller concluded that our disclosure controls and procedures were adequate and effective and designed to ensure that material information relating to us (including our consolidated subsidiaries) required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized and reported within the required time periods.

Changes in Internal Controls Over Financial Reporting

        There were no significant changes in our internal controls over financial reporting or any other factors that could significantly affect these controls subsequent to the date of the evaluation referred to above.

Management's Report on Internal Control over Financial Reporting

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. Under the supervision and with the participation of our management, including our chief executive officer, chief financial officer and corporate controller, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework, issued by the Committee on Sponsoring Organization of the Treadway Commission ("COSO Framework"). Based on our evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2008.

        The effectiveness of our internal control over financial reporting as of December 31, 2008 has been audited by Ernst & Young, LLP, an independent registered certified public accounting firm, as stated in their attestation report, which is included herein.

Limitations of the Effectiveness of Internal Control

        A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

        The following table sets forth certain information regarding our current board of directors and executive officers:

Name	Age		Position
Karl G. Andren		62	Director
G. Marc Baumann		53	Executive Vice President; Chief Financial Officer; Treasurer
Charles L. Biggs		68	Director
Karen M. Garrison		59	Director
Thomas L. Hagerman		48	Executive Vice President; Chief Operating Officer
John V. Holten		52	Director; Chairman of the Board
Gunnar E. Klintberg		60	Director
Leif F. Onarheim		74	Director
A. Petter Østberg		47	Director
John Ricchiuto		52	Executive Vice President of Operations
Robert S. Roath		66	Director
Robert N. Sacks		56	Executive Vice President—General Counsel and Secretary
Edward E. Simmons		59	Executive Vice President of Operations
Steven A. Warshauer		54	Executive Vice President of Operations
James A. Wilhelm		55	President; Chief Executive Officer; Director
Michael K. Wolf		59	Executive Vice President—Chief Administrative Officer

Karl G. Andren has served as a director since January 1, 2008. Mr. Andren was chairman of Circle-Line Sightseeing Yachts, Inc., a subsidiary of New York Cruise Lines, Inc., which operates the leading sightseeing cruise line in New York City, from 1981 until July 2007. He has served as a director of President Casinos, Inc. since 1993 and was a member of its audit and compensation committees. Mr. Andren earned his B.S. degree from Upsala College in 1967 and his M.S. in economics from Penn State University in 1969.

G. Marc Baumann has served as our executive vice president, chief financial officer and treasurer since October 2000. Prior to his appointment as our chief financial officer, Mr. Baumann was chief financial officer for Warburtons Ltd. in Bolton, England from January 1993 to October 2000. Mr. Baumann is a certified public accountant and a member of both the American Institute of Certified Public Accountants and the Illinois CPA Society. He received his B.S. degree in 1977 from Northwestern University and his M.B.A. degree from the Kellogg School of Management at Northwestern University in 1979.

Charles L. Biggs has served as a director since June 2004. Mr. Biggs was a consultant for Deloitte Consulting, a professional services firm that provides assurance and advisory, tax and management consulting services, from 1968 until his retirement in November 2002. At Deloitte, he held various management positions, including National Director of Strategy Services for Deloitte's strategy arm and chairman of Deloitte/Holt Value Associates. He has served as a director of Qwest Communications International Inc. since April 2004 and is a member of their audit committee, governance committee and is chair of the finance committee. Mr. Biggs earned his B.S. degree in Industrial Management from Kent State University.

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Karen M. Garrison has served as a director since June 2004. She was president of Pitney Bowes Business Services from 1999 to 2004. In her 27 years with Pitney Bowes, Ms. Garrison held a series of positions with increasing responsibilities, including vice president of operations, and vice president of finance and chief financial officer. She is also a director and member of the corporate governance committee and chairperson of the finance committee of The Kaman Corporation. She is a director of Tenet Healthcare and is a member of Tenet's quality, compliance & ethics committee and nominating and governance committee. She received her B.S. degree in Accounting from Rollins College in 1983 and her M.B.A. degree from the Florida Institute of Technology in 1986.

Thomas L. Hagerman has served as our executive vice president and chief operating officer since October 2007. He also served as our executive vice president—operations from July 2004 through September 2007 and as a senior vice president from March 1998 through June 2004. He received his B.A. degree in marketing from The Ohio State University in 1984, and a B.A. degree in business administration and finance from Almeda University in 2004.

John V. Holten has served as a director and our chairman of the board of directors since 1989. Mr. Holten is the sole trustee of The JVH Descendants' 2007 Trust and the sole manager of each of Brats, LLC, Vinland Industries LLC and Steamboat Industries LLC. Mr. Holten, The JVH Descendants' 2007 Trust and Brats, LLC are the owners of all of the membership units in Vinland Industries LLC, which owns all of the membership interest in Steamboat Industries LLC. Vinland Industries LLC was formed in, and Mr. Holten and The JVH Descendants' 2007 Trust acquired their membership units therein in, December 2007. Brats, LLC was formed in, and it acquired its membership units in Vinland Industries LLC in, April 2008. Steamboat Industries LLC has been our majority stockholder since May 2004. Mr. Holten has also served as chairman and chief executive officer of AP Holdings, Inc., our parent company until May 2004, since April 1989, and of Steamboat Holdings, Inc., the parent company of AP Holdings, Inc. Mr. Holten has also served as the chairman and chief executive officer of Holberg Incorporated, our indirect parent until March 2001, since 1986. Mr. Holten received his M.B.A. degree from Harvard University in 1982 and graduated from the Norwegian School of Economics and Business Administration in 1980.

Gunnar E. Klintberg has served as a director since 1989, as vice president from 1998 to 2005 and as a consultant since 2004. Mr. Klintberg has also served as a vice president and director of AP Holdings, Inc. (our former parent company until May 2004), from 1989 to 2006. Mr. Klintberg has also served as a director, vice chairman and secretary of Holberg Incorporated (our indirect parent until March 2001) from 1986 to 2006 and Mr. Klintberg is a party to an employment agreement with and receives compensation from Holberg Incorporated. Mr. Klintberg received his B.A. degree from Dartmouth College in 1972 and a degree in Business Administration from the University of Uppsala, Sweden in 1974.

Leif F. Onarheim has served as a director since June 2004. He was elected as a member of the Parliament of the Kingdom of Norway in 2001 and served until 2005. Mr. Onarheim is also the chairman of AHW A/S (since 2000). He is vice chairman of University Hospital of Akershus (since 2006) and Marine Harvest ASA (since 2006). He served for 10 years as managing director and chief executive officer of Nora Industries before its merger with Orkla ASA in 1991, and served as chairman of the merged Orkla Group after the merger until 1992. He is also Partner, Norscan, AS (since 2005). Mr. Onarheim served as chairman of NHO, Norway's largest association of business and industry, from 1996 until 2000. Mr. Onarheim graduated from the Norwegian School of Economics and Business Administration in 1960.

A. Petter Østberg has served as a director since June 2004. He has held various positions at Holberg Incorporated since 1994 including senior vice president and chief financial officer. Mr. Østberg was a vice president of the Company from October 1999 until January 2001. Mr. Østberg received his

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B.A. degree in International Relations and Economics from Tufts University in 1985 and his M.B.A. degree from Stanford University Graduate School of Business in 1989.

John Ricchiuto has served as our executive vice president-operations since December 2002. Mr. Ricchiuto joined APCOA, Inc. in 1980 as a management trainee. He served as vice president—Airport Properties Central from 1993 until 1994 and as senior vice president—Airport Properties Central and Eastern United States from 1994 until 2002. Mr. Ricchiuto received his B.S. degree from Bowling Green University in 1979.

Robert S. Roath has served as a director since June 2004. He has been chairman of the advisory board to L.E.K. Consulting, a stockholder-value consulting firm, since May 1997. Mr. Roath retired as chief financial officer and senior vice president of RJR Nabisco, Inc. in April 1997 where he worked from September 1990. He has been a director of the InterDigital Communications Corporation since May 1997 and is chairman of the audit committee, chairman of the finance committee and a member of the compensation committee. Mr. Roath is also a member of the advisory board of the Robert H. Smith School of Business at the University of Maryland. Previously, Mr. Roath was employed by Colgate-Palmolive, General Foods, GAF Corporation and Price Waterhouse & Co. He received his B.S. degree in Accounting and Economics from the University of Maryland in 1966, is a CPA in New York and completed Amos Tuck Executive Development program in 1980.

Robert N. Sacks has served as our executive vice president—general counsel and secretary since March 1998. Mr. Sacks joined APCOA, Inc. in 1988, and served as general counsel and secretary since 1988, as vice president, secretary, and general counsel from 1989, and as senior vice president, secretary and general counsel from 1997 to March 1998. Mr. Sacks received his B.A. degree, cum laude, from Northwestern University in 1976 and, in 1979, received his J.D. degree from Suffolk University where he was a member of the Suffolk University Law Review.

Edward E. Simmons has served as executive vice president—operations since August 1999 and as senior vice president-operations from May 1998 to July 1999. Prior to joining our company, Mr. Simmons was president, chief executive officer and co-founder of Executive Parking, Inc. Mr. Simmons is currently a member of the National Parking Association and the International Parking Institute. Mr. Simmons is a past executive board member of the Parking Association of California.

Steven A. Warshauer has served as our executive vice president—operations since March 1998. Mr. Warshauer joined the Standard Companies in 1982, initially serving as vice president, then becoming senior vice president. Mr. Warshauer received his B.S. Degree from the University of Northern Colorado in 1976 with a major in Accounting.

James A. Wilhelm has served as our president since September 2000, as our chief executive officer and a director since October 2001. Mr. Wilhelm served as executive vice president—operations from March 1998 to September 1999 and he served as senior executive vice president and chief operations officer from September 1999 to August 2000. Mr. Wilhelm joined the predecessors of Standard Parking Corporation in 1985, serving as executive vice president beginning in January 1998. Prior to March 1998, Mr. Wilhelm was responsible for managing the Midwest and Western Regions, which included parking facilities in Chicago and sixteen other cities throughout the United States and Canada. Mr. Wilhelm received his B.A. degree from Northeastern Illinois University in 1976.

Michael K. Wolf has served as our executive vice president—chief administrative officer and associate general counsel since March 1998. Mr. Wolf served as senior vice president and general counsel of the Standard Parking from 1990 to January 1998 and executive vice president of Standard Parking since 1998. Mr. Wolf received his B.A. degree in 1971 from the University of Pennsylvania and in 1974 received his J.D. degree from Washington University, where he served as an editor of the Washington University Law Quarterly and was elected to the Order of the Coif.

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Committees of the Board

        The Board has three standing committees to facilitate and assist the Board in the execution of its responsibilities. The committees currently are the Audit Committee, the Nominating & Corporate Governance Committee and the Compensation Committee.

Audit Committee

        The Audit Committee has four members: Karl G. Andren, Charles L. Biggs, Karen M. Garrison and Robert S. Roath (who serves as Chair). The Board has determined that each of its members meets the financial literacy and independence requirements of The NASDAQ Stock Market LLC, and that Ms. Garrison and Messrs. Andren, Biggs and Roath each qualify as an "Audit Committee financial expert" for purposes of the rules and regulations of the SEC.

Nominating & Corporate Governance Committee

        The Nominating & Corporate Governance Committee consists of three directors: Karen M. Garrison (who serves as Chair), John V. Holten and A. Petter Østberg. Ms. Garrison is the only independent director on this committee.

Compensation Committee

        The Compensation Committee consists of four directors: Charles L. Biggs (who serves as Chair), John V. Holten, Leif F. Onarheim and A. Petter Østberg. Messrs. Biggs and Onarheim are the independent directors on this committee.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who beneficially own more than 10% of our equity securities to file with the Securities and Exchange Commission initial reports of beneficial ownership of the common stock and reports of changes in their beneficial ownership and to furnish us with copies of those reports.

        To our knowledge, based solely upon a review of copies of reports furnished to us or written representations from certain reporting persons, we believe that during 2006, all Section 16(a) filing requirements applicable to our officers, directors and 10% stockholders were met in a timely manner, except in the following instances: Karl G. Andren filed a Form 3 late upon becoming a director, and he also filed one Form 4 late reporting one transaction.

Codes of Conduct and Ethics

        We have adopted a code of ethics as part of our compliance program. The code of ethics applies to our chief executive officer, chief financial officer and corporate controller. In addition we have adopted a code of business conduct that applies to all of our officers and employees. Any amendments to, or waivers from, our code of ethics will be posted on our website www.standardparking.com. A copy of these codes of conduct and ethics will be provided to you without charge upon request to investor_relations@standardparking.com.

Material Changes to the Board Nomination Procedures

        There have been no material changes to the procedures by which our security holders nominate directors.

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ITEM 11.    EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview

        Our Compensation Discussion and Analysis discusses the principles underlying our executive compensation decisions and the most important factors relevant to an analysis of these decisions. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our named executive officers listed in the Summary Compensation Table, and places in perspective the data presented in the tables and other quantitative information that follows this section.

        Our Compensation Committee has administered our executive compensation program since this Committee was established in conjunction with our initial public offering in June 2004. Broadly stated, the Compensation Committee's overall role is to oversee all of our compensation plans and policies, administer our equity plans and policies, approve equity grants to our executive officers and review and approve all compensation decisions relating to the named executive officers.

        Historically, we have employment agreements with all of our named executive officers. It is customary in the parking industry for senior executives to have employment agreements because it encourages employment continuity and is a practical means to insure that client relationships are protected through the legal enforcement of protective covenants, including the covenant not to compete and the covenant not to solicit customers and employees. Moreover, these agreements were created in part to ensure executive continuity since until 2007 we had no programs with substantial executive retention value through the creation of forfeiture risk (e.g., pension plan, restricted stock, etc.). Hence, executive retention and protection of our interests have been created in part through the use of employment agreements.

        We account for the equity compensation expense for our employees under the rules of SFAS 123R, which we adopted as of January 1, 2006 and which requires us to estimate and record an expense for each award of equity compensation over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. It is not anticipated that any executive officer's annual cash compensation will exceed $1 million, and we accordingly have not made any plans to qualify for any compensation deductions under Section 162(m) of the Internal Revenue Code.

Compensation Study

        With the Compensation Committee's concurrence, management engaged Watson Wyatt Worldwide in the later part of 2008 to determine the relationship of our pay practices to those of other companies, with emphasis on both "peer group" companies and comparably sized businesses. The Watson Wyatt study, which was presented to the Compensation Committee in December 2008, concluded, among other things, as follows:

•

Our base salaries were generally above the 50th percentile when compared to general industry benchmark data.

•

Total cash compensation (base salary and annual bonus) was positioned at market median (50th percentile).

•

Long-term compensation of the type typically found at most public companies was between the 25th percentile and market median.

•

Total direct compensation (base salary, annual bonus and long-term compensation) was generally positioned at the 50th percentile.

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Compensation Objectives

        Our current executive compensation programs are intended to achieve three fundamental objectives: (1) attract and retain qualified key executives, many of whom are responsible for developing, nurturing and maintaining the client relationships that are critical to our business; (2) motivate performance to achieve specific strategic and operating objectives of our Company; and (3) align executives' interests with the long-term interests of our stockholders. As described in more detail below, the material elements of our current executive compensation program for named executive officers include a base salary, an annual bonus opportunity in the form of the Management Incentive Compensation Program, perquisites and personal benefits, a long-term equity incentive opportunity, retirement benefits, severance protection for certain terminations of the named executive officers' employment and other post-termination benefits payable upon retirement, death or disability.

        We believe that each element of our executive compensation program helps us to achieve one or more of our compensation objectives. The table below lists each material element of our executive compensation program and the compensation objective or objectives that it is designed to achieve.

Compensation Objective		Compensation Element
Attract and retain qualified executives		Short Term / Annual
		•	Base Salary
		•	Annual Bonus / Management Incentive Compensation Program
		•	Perquisites and Personal Benefits
		Long Term
		•	Long-Term Incentive Plan
		•	Retirement Benefits and Deferred Compensation
Motivate performance to achieve specific		Short Term / Annual
	strategies and operating objectives	•	Annual Bonus / Management Incentive Compensation Program
		Long Term
		•	Long-Term Incentive Plan
Align named executive officers' and		Long Term
	stockholders' long-term interests	•	Long-Term Incentive Plan

        As illustrated by the table above, base salaries, perquisites and personal benefits, retirement benefits and severance and other termination benefits are all primarily intended to attract and retain qualified executives. These are the elements of our current executive compensation program where the value of the benefit in any given year is not dependent on performance. We believe that in order to attract and retain top-caliber executives, we need to provide them with predictable benefit amounts that reward the executive's continued service. Some of the elements, such as base salaries and perquisites and personal benefits, are generally paid out on a short-term or current basis. The other elements are generally paid out on a longer-term basis such as upon retirement or other termination of employment. We believe that this mix of longer-term and short-term components allows us to achieve our dual goals of attracting and retaining executives.

        Our annual bonus opportunity is primarily intended to motivate named executive officers' performance to achieve specific strategies and operating objectives, although we also believe it helps us attract and retain executives. Our LTIP restricted stock and cash award program and our successor career restricted stock unit program, as described below, are primarily intended to align named executive officers' long-term interests with stockholders' long-term interests, although we also believe it

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will help motivate performance and help us attract and retain executives. These are the elements of our current executive compensation program that are designed to reward performance and the creation of stockholder value, and therefore the value of these benefits is dependent on performance. Each named executive officer's annual bonus opportunity is paid out on an annual short-term basis and is designed to reward performance for that period. LTIP compensation, which may include the award of restricted stock units or restricted stock, is generally paid out or earned on a longer-term basis and is designed to reward performance over several years or longer.

Compensation Philosophy and Benchmarking

        As discussed above, our Compensation Committee believes that the compensation of our named executive officers must be closely aligned with our performance, on both a short and long-term basis, at responsible levels that are consistent with our cost-conscious culture. The changes made in the structure of our plans in 2007 and 2008 have further aligned the interests of management with those of stockholders. At the same time, the Committee recognizes that our compensation programs must be designed to attract and retain key executives, many of whom are responsible for developing, nurturing and maintaining the client relationships that are important to producing superior results for our stockholders.

        For benchmarking purposes, the Compensation Committee believes that the most reasonable approach is to evaluate our pay practices for senior executives against that of general industry, regressed for the size of the organization. General industry data has been culled from multiple survey databases, including the 2008/2009 Watson Wyatt Top Management Survey, the 2008 Mercer Executive Compensation Survey and two proprietary surveys covering top management in service industries. We do not believe that it is appropriate to establish compensation levels based primarily on other parking companies for several reasons:

•

The parking industry is quite fragmented, and typically its compensation policies and practices stem directly from a privately held, non-public "owner's" culture.

•

The single peer group company in the parking industry is engaged in multiple business segments and parking represents only a minor part of its business. The other large parking companies have gone private. Accordingly, we cannot readily acquire sufficient parking industry data with which to form a foundation for a policy.

        Given the information obtained from the current and previous compensation studies, the Committee has informally adopted a guideline that targets total cash compensation in the 50th percentile range for executive officers when benchmarked to general industry data. This range, however, is merely a guideline because the Committee does not believe in fixing compensation levels based only on benchmarking. The Committee believes that other factors should be considered and weighted appropriately, including, but not limited to, the history underlying our current compensation levels, relative compensation levels among our senior executives, pay levels in the parking industry, as well as our overall performance in relation to the performance of other parking companies. The Company's actual cash compensation practice is at the market median.

        We manage our pay structure and make compensation decisions using a combination of policies, practices and inherent logic. We have a "pay for performance" culture as exemplified by our management of salaries, bonus compensation and equity compensation. Base salaries typically are adjusted to provide cost of living increases, and our executives' true upside potential has been provided through bonus and stock option or other stock award opportunities available under our annual cash and long-term incentive plans. This philosophy and approach are strengthened by our increased use of benchmark data during the base salary, annual bonus and long-term compensation review process.

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Compensation Program Components

        Our compensation to the named executive officers consists primarily of the following elements: base salary, management incentive compensation, perquisites and personal benefits, long-term incentive plan compensation, retirement benefits and deferred compensation opportunities and severance and other benefits upon termination of employment or a change in control.

Base Salary

        Base salary is a critical element of named executive officer compensation because it is the source of their consistent income stream and is the most visible barometer of evaluation vis-à-vis the employment market. In establishing and reviewing base salaries, the Compensation Committee considers various factors that include the executive's qualifications and experience, scope of responsibilities, internal pay equity, past performance and achievements, future expectations that include the executive's ability to impact short- and long-term results, as well as the salary practices at other comparable companies. We strive to provide our named executive officers with a competitive base salary that is in line with their roles and responsibilities when compared to companies of comparable size. In April 2008, three of the named executive officers received cost of living increases to their base salaries, one named executive officer received a merit base salary increase and the base salary of one named executive officer was increased in lieu of a car allowance. Given the continuing deterioration in both the U.S. and Canadian economies in the later part of 2008 and the first quarter of 2009, we have frozen base salaries for all named executive officers and other salaried employees for 2009.

Management Incentive Compensation

        Our named executive officers, other than Mr. Holten, participate in our Management Incentive Compensation Program, which provides for an annual incentive bonus. Our Compensation Committee oversees this program, and it creates annual performance criteria that are flexible and that change with the needs of our business. By creating target awards and setting performance objectives at the beginning of each fiscal year, our named executive officers have the proper incentives to attain the key performance metrics in the business.

        In 2008 our Chief Executive Officer's target incentive bonus opportunity was $150,000 for achieving the pre-established, planned, pre-tax net income goal of $30,850,659. Threshold payments (5% of the target award) were eligible to be made commencing at 80% of the pre-tax net income goal and the maximum award opportunity was 185% ($277,500) of the target based on exceeding the pre-tax net income goal by 25% or more. In 2007, our Chief Executive Officer's target incentive bonus opportunity was $150,000 for achieving the pre-established, planned, pre-tax net income goal of $25,013,631. Threshold payments (5% of the target award) were eligible to be made commencing at 80% of the pre-tax net income goal and the maximum award opportunity was 185% ($277,500) of the target based on exceeding the pre-tax net income goal by 25% or more.

        Messrs. Warshauer, Wolf and Baumann also participate in the Management Incentive Compensation Program and had a target bonus opportunity of $91,800, $95,000 and $137,475, respectively, in 2008. For Mr. Warshauer, the goals included attainment of the budgeted corporate EBITDA (50%), budgeted divisional pre-tax net income (30%), location retention (10%) and audit results (10%). For Messrs. Wolf and Baumann, the goals are budgeted corporate EBITDA (75%) and cost center budget management (25%). The target bonus opportunities for Messrs. Baumann, Wolf and Warshauer were $91,800, $76,979 and $124,692, respectively, in 2007. The maximum award opportunity as a percentage of the total target opportunity for Mr. Warshauer was less than that for Messrs. Baumann and Wolf because two of the four metrics applicable to Mr. Warshauer's bonus opportunity (location retention and audit results) by their nature did not provide for greater than 100% attainment, whereas both of the metrics comprising Messrs. Baumann's and Wolf's total bonus

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opportunities by their nature allowed for greater than 100% attainment. The percentage of target bonus opportunity earned by Messrs. Warshauer, Wolf and Baumann based on the level of goal attainment achieved varied from 108% to 114% in 2007, and from 83% to 102% in 2008.

        We believe that the pre-tax income measure for our Chief Executive Officer and an EBITDA measure for the other named executive officers that participate in the program are appropriate measures of performance at this time. These measures may evolve and ultimately be modified as circumstances warrant, including possible adjustments due to acquisitions and other atypical events. The fixed goals for the named executive officers are all metric driven and do not involve subjective assessment. With the exception of Mr. Baumann, whose target opportunity is based on a percentage of his base salary, the other participating executives' target bonus opportunities are fixed and subject to change only via approval of the Compensation Committee.

Perquisites and Personal Benefits

        In addition to base salaries and annual bonus opportunities, we provide our named executive officers with certain perquisites and personal benefits, including 2008 automobile-related expenses for Mr. Warshauer. We believe that perquisites are often a way to provide the named executive officers with additional annual compensation that supplements their base salaries and bonus opportunities. When determining each named executive officer's base salary, we take the value of each named executive officer's perquisites and personal benefits into consideration.

        The perquisites and personal benefits paid to each named executive officer in 2008 are reported in column (i) of the Summary Compensation Table, below, and further described in the footnotes thereto.

Long-Term Incentive Plan (LTIP) Compensation

        In 2007 the Compensation Committee adopted a LTIP performance restricted stock and cash award program for our named executive officers other than Mr. Holten. When the LTIP restricted stock and cash award program was originally adopted, it was contemplated that a new three-year performance cycle would commence every calendar year, beginning in 2007. However, our shareholders approved an amendment to our Long-Term Incentive Plan at our 2008 Annual Meeting that increased the number of shares of common stock available for award thereunder, and the Compensation Committee and Board of Directors approved a one-time grant of career restricted stock units that were awarded to the members of our senior management team on July 1, 2008 in lieu of any further incentive compensation pursuant to the LTIP performance restricted stock and cash award program for cycles that otherwise would have started in 2008 and thereafter. Accordingly, the only performance cycle implemented under the LTIP performance restricted stock and cash award program will be the single performance cycle spanning the period from 2007 through 2009.

        An overview of the underlying objectives and details of the July 1, 2008 one-time grant of career restricted stock units is as follows:

Objectives

•

Achieve Significant Equity Investment By Senior Management To Align Their Long-Term Interests With Shareholders.  One of our basic compensation objectives is to align our executives' interests with the long-term interests of our shareholders. We believe we can further that objective if the members of our senior management team possess a significant equity interest in the Company.

•

Retain Senior Management.  Our ongoing future success depends in large part on our success in retaining the members of our senior management team. We believe that a meaningful grant of time-restricted stock units, which represents substantial value to the recipient on day one, will achieve our retention objective.

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Overview of Award Details

•

Time Restrictions.  The restricted stock units ("RSUs") are subject to a time restriction that will be removed from one-third of them after ten years of continuous service, from another one-third after eleven years of continuous service, and from the final one-third after twelve years of continuous service. Anyone reaching retirement age (typically age 65) before the expiration of the twelve-year period would be entitled to have all restrictions removed at that time.

•

Limitation on Sale after Restriction Removal.  In the year that restrictions are removed, the executive will be entitled to sell enough unrestricted shares to enable him to pay the state and federal income taxes incurred by reason of the restriction removal. Of the remaining unrestricted shares, individuals would be expected to comply with the Long-Term Incentive Plan Stock Ownership Policy Statement as approved and modified by the Board from time to time. Individuals whose employment terminates will have no limitations on their right to sell unrestricted shares after the time of termination.

•

Rights On Termination.  The award agreements each address the recipient's rights in the event his employment terminates prior to the removal of the time restrictions from all of the RSUs. An executive who voluntarily resigns other than for good reason, or who is terminated for cause, will forfeit all RSUs as to which the time restriction has not lapsed as of the time of termination. An executive who is terminated by us without cause would retain a prorated portion of his award and the time restrictions would be removed from the retained shares immediately upon termination. Similar treatment would be given to an executive who resigns for good reason or whose employment is terminated due to the executive's permanent disability or death.

•

Non-Compete.  The award agreements prohibit the executive from competing with us for a designated period of time after his employment terminates (regardless of the termination reason). Any executive who violates these provisions will forfeit 100% of the award, and we will be entitled to sue the executive to recover the proceeds of any award shares previously sold by the executive.

        As noted above, the LTIP performance restricted stock and cash award program will continue only though the first cycle (2007-09). This program provides our named executive officers (other than Mr. Holten) with the opportunity to earn a combination of stock (50%) and cash (50%) if certain three-year performance targets for pre-tax net income and pre-tax free cash flow are achieved. The executive was issued performance-restricted stock at the commencement of the performance cycle that becomes free of restrictions upon the achievement of the performance goals. In this way, the executive has the opportunity to benefit from any share appreciation during the performance period. For the three-year performance cycle, the maximum potential award is $150,000 for our Chief Executive Officer and $60,000 for any of our other participating named executive officers, while the target award is $100,000 for the Chief Executive Officer and $40,000 for the participating named executive officers. The percentage of target award upon which the restrictions have lapsed, through the second year of the performance cycle is 60%.

        This performance restricted stock and cash award program became operational starting in 2007 and the targets have been set for the 2007 - 2009 performance cycle. Concurrently with the adoption of this program, we have established stock ownership guidelines for the named executive officers providing that 50% of any stock earned under the program will be retained by the executive while he is in our employ. The plan also provides that if the executive violates any of the protective covenants in his employment contract, including the covenant not to compete or the covenant not to solicit customers, the executive will forfeit any restricted stock awards granted, together with any restricted stock awards as to which the restrictions lapsed, during the three-year period prior to such violation.

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        In determining the number of any options or shares of restricted stock or restricted stock units that may be granted to named executive officers, the Compensation Committee takes into account the individual's position, scope of responsibility, ability to affect the profitability of the business as well as long-term stockholder value. All option or stock grants are issued so the grant price reflects the market value on the date of grant.

Retirement Benefits and Deferred Compensation Opportunities

        Deferred compensation is a tax-advantaged means of providing certain named executive officers with additional compensation that supplements their base salaries and bonus opportunities, including our 401(k) plan. In addition, we have entered into various agreements over the years with certain named executive officers that provide for various retirement benefits and deferred compensation opportunities. These plans grew out of a perceived need to provide some form of retirement income to executives and are intended to provide a modest payment towards retirement.

        Mr. Wilhelm is a party to a Deferred Compensation Agreement with us dated August 1, 1999, which we refer to as a supplemental early retirement plan ("SERP"). This SERP provides him with an annual retirement benefit equal to $112,500 to begin upon his retirement at age 65 and to continue for a period of 15 years thereafter or, if earlier, until his death. If Mr. Wilhelm's employment with us is terminated (other than as a result of his disability) prior to his attaining age 65, he shall not be entitled to any payments under the SERP.

        Pursuant to the terms of Mr. Baumann's employment agreement, we have agreed to pay the premiums on certain insurance policies owned by Mr. Baumann that will provide an annual cash benefit to him for a period of 15 years, beginning in the year in which Mr. Baumann attains age 65. The current amount of the annual premium is $78,228. If Mr. Baumann's employment is terminated (other than for cause or other than by Mr. Baumann without good reason), we will continue to pay the premiums on the insurance policies until the earlier of Mr. Baumann's death or his attainment of age 65.

        Pursuant to the terms of Mr. Wolf's employment agreement, starting January 1, 2004, we have agreed to pay $62,000 in premiums annually on certain insurance policies or other investment vehicles owned by Mr. Wolf. Our obligation to pay that amount each year shall continue until the earlier of 2014 or Mr. Wolf's death.

Severance and Other Benefits Upon Termination of Employment or a Change in Control

        In general, the employment agreements of the named executive officers have provisions that are triggered if they are terminated for various reasons. Please see the "Potential Payments Upon Termination or Change-in-Control" section below for a description of the potential payments that may be made to the named executive officers in connection with their termination of employment or a change-in-control. In addition, our Board has the discretion to accelerate the vesting of unvested options or restricted stock awards in the event of a change in control.

Determination of 2008 Compensation

Compensation of Our Chief Executive Officer

        Mr. Wilhelm's 2008 compensation was governed largely by his employment agreement with us. Under that agreement, Mr. Wilhelm earned a salary of $618,635 in fiscal 2008. Under our Management Incentive Compensation Program, Mr. Wilhelm earned $172,800 for 2008. We also granted 104,000 RSUs to Mr. Wilhelm in 2008 under our Long-Term Incentive Plan. Additionally, as a result of the attainment of the cumulative second year performance targets for pre-tax free cash flow and net income under the LTIP performance restricted stock and cash award program, restrictions were

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removed from 1,040 shares of performance restricted stock previously awarded to Mr. Wilhelm, and Mr. Wilhelm received $20,000 in cash. Our liability for Mr. Wilhelm's SERP benefit increased by $45,626 during fiscal 2008, and our total liability under this SERP is $560,780 as of December 31, 2008. Other compensation, including perquisites, totaled $40,208.

Compensation of Our Other Named Executive Officers

        Our Chief Executive Officer, Chief Administrative Officer and Senior Vice President of Human Resources regularly and routinely work with our Compensation Committee throughout the year, with input as appropriate from our outside legal counsel as well as from our outside compensation consultants, Watson Wyatt Worldwide, to assist the Committee in addressing and discharging its duties and obligations under its Charter. Our Chief Executive Officer plays an integral and instrumental role in making specific recommendations to the Compensation Committee regarding the compensation for all of the named executive officers other than the Chairman or the Chief Executive Officer himself. The compensation of our Chairman and our Chief Executive Officer is decided by our Board of Directors.

        We entered into an employment agreement with John V. Holten in May 2004 to serve as Chairman of the Board of Directors. This employment agreement was automatically extended for an additional four-year term commencing in May 2009. Under this contract, Mr. Holten received a base salary of $456,221 in fiscal 2008. Although he is eligible for an annual bonus and equity awards, none was awarded in 2008. Pursuant to his employment agreement, Mr. Holten and an entity controlled by him received other payments totaling $213,925, the vast majority of which related to personal secretarial assistance and use of an executive office. Mr. Holten's total compensation in 2008 was $670,146.

        All of our other named executive officers have entered into employment agreements with us, and their compensation is governed largely by their respective agreements. The annual salary for each as of March 1, 2009 was as follows: Mr. Warshauer—$429,666, Mr. Wolf—$382,606 and Mr. Baumann—$401,921. Mr. Warshauer received a 1.66% base salary increase in 2009 that reflected solely the addition of a separate annual car allowance that has been discontinued. Awards made to these three executives for 2008 under the Management Incentive Compensation Program, based on their individual achievement of their respective performance goals, ranged from $76,079 to $140,369. Messrs. Warshauer, Wolf and Baumann were each awarded 42,000 RSUs under our Long-Term Incentive Plan on July 1, 2008. Mr. Baumann received $80,988 for certain retirement benefits as described in the "Retirement Benefits and Deferred Compensation Opportunities" section above and for a separate life insurance premium payment. Mr. Wolf received $62,690 for certain retirement benefits as described in the "Retirement Benefits and Deferred Compensation Opportunities" section above and for certain long-term disability insurance benefits.

Determination of 2009 Compensation

        Due to the continuing deterioration in both the U.S. and Canadian economies in the later part of 2008 and early 2009, we have frozen salary levels for all named executive officers and other salaried employees for 2009. The annual target bonus opportunities for the named executive officers are either fixed by agreement or a function of the salary level and in either case will be maintained at 2008 levels. Additionally, we do not expect to make any additional awards under the Long-Term Incentive Plan in 2009.

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Reasonableness of Compensation

        After considering all components of the compensation paid to the named executive officers, the Compensation Committee has determined that the compensation is reasonable and not excessive. In making this determination, the Compensation Committee considered many factors, including:

•

Management has led us to record performance levels in recent years;

•

Our stockholder return performance has outpaced the performance of companies in the peer group and, in particular, our direct competitors; and

•

Based on the Watson Wyatt study, the total cash compensation levels for our named executive officers is positioned at market median when compared to general industry, and total direct compensation (including the long- term incentive plan) is at the 50th percentile.

COMPENSATION COMMITTEE REPORT

        The Compensation Committee of the Board of Directors has reviewed and discussed with management the foregoing "Compensation Discussion and Analysis," and based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the "Compensation Discussion and Analysis" be included in this Form 10-K for filing with the Securities and Exchange Commission.

By the Compensation Committee,
Charles L. Biggs
John V. Holten
Leif Onarheim
A. Petter Østberg

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EXECUTIVE COMPENSATION

Summary Compensation Table

        The following table sets forth the compensation earned, awarded or paid for services rendered to us in all capacities for the fiscal years ending December 31, 2008, 2007 and 2006 by our Principal Executive Officer (PEO), Principal Financial Officer (PFO) and the three other highest paid executive officers other than the PEO and PFO. These persons are referred to, collectively, as the "named executive officers."

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(2)		Change in Pension and NQDC Earnings ($)(3)		All Other Compensation ($)			Total ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)			(j)
James A Wilhelm		2008		618,635		—		305,991		—		192,800		45,626		29,035	(4)		1,192,087
Chief Executive		2007		600,000		—		25,392		30,000		244,300		38,811		34,149			972,652
Officer (PEO)		2006		600,000		—		—		72,000		203,400		46,577		30,750			952,727
G. Marc Baumann		2008		391,009		—		66,304		—		148,369		—		94,095	(5)		699,777
Chief Financial		2007		355,782		—		10,157		7,125		145,901		—		97,729			616,694
Officer (PFO)		2006		343,752		—		—		17,100		127,502		—		101,762			590,116
John V. Holten		2008		456,221		—		—		—		—		—		213,925	(6)		670,146
Chairman		2007		443,024		—		—		—		—		—		227,556			670,580
		2006		415,053		—		—		—		—		—		253,754			668,807
Michael K. Wolf		2008		382,337		—		148,854		—		105,000		—		76,868	(7)		713,059
EVP, Chief Administrative		2007		375,606		—		10,157		7,125		87,223		—		75,317			555,428
Officer		2006		375,606		—		—		17,100		81,469		—		75,641			549,816
Steven A. Warshauer		2008		418,714		—		45,561		—		84,079		—		16,159	(8)		564,513
EVP—Operations		2007		405,115		—		10,157		7,125		105,000		—		12,711			540,108
		2006		395,377		—		—		17,100		76,887		—		12,107			501,471

(1)

The amounts for 2008 included in column (e) reflect (i) the current year expense attributable to shares of common stock underlying the restricted stock units issued on July 1, 2008 and (ii) the current year expense attributable to the LTIP performance restricted stock and cash award program for the 2007-2009 cycle calculated pursuant to SFAS 123R.

(2)

The amounts for 2008 included in column (g) reflect (i) the vested portion of the cash award component of the LTIP performance restricted stock and cash award program for the 2007-2009 cycle and (ii) cash bonuses paid pursuant to our Management Incentive Compensation Program.

(3)

The amounts for 2008 included under column (h) for Mr. Wilhelm reflect the difference between our liability for Mr. Wilhelm's SERP benefit at the beginning and end of each respective year.

(4)

The amount for 2008 shown in column (i) for Mr. Wilhelm reflects contributions made by us under our 401(k) plan in the amount of $4,600, $483 for group term life insurance and $331 in premiums for an executive long-term disability policy. It also includes $3,468 in company-paid parking, $15,947 in club dues and $450 in airline clubs. It also includes $3,756 attributable to a comprehensive physical exam paid for by the company.

(5)

The amount for 2008 shown under column (i) for Mr. Baumann reflects contributions made by us under our 401(k) plan in the amount of $4,600 and $483 for group term life insurance. It also includes $3,468 in company-paid parking, $400 in airline upgrades and $400 in airline clubs. Also included are payments in the amount of $3,756 attributable to a company-paid comprehensive physical exam and premium payments of $80,988 made in 2008 for insurance policies on behalf of Mr. Baumann.

(6)

The amount for 2008 shown under column (i) for Mr. Holten reflects payments made by us pursuant to Mr. Holten's employment agreement, and includes $196,030 paid to Holberg Incorporated, an affiliate of Mr. Holten, in reimbursement of various office-related expenses, $17,412 in reimbursement of automobile lease payments and $483 in group term life insurance.

(7)

The amount for 2008 shown under column (i) for Mr. Wolf reflects contributions made by us under our 401(k) plan in the amounts of $4,600 and $903 for group term life insurance. It also includes $3,468 in company-paid parking, $200 in airline upgrades and $400 in airline clubs. Finally, the amount also includes payments in the amount of $4,607 attributable to a comprehensive physical exam paid for by us and premium payments of $62,690 made in 2008 for insurance policies on behalf of Mr. Wolf.

(8)

The amount for 2008 shown under column (i) for Mr. Warshauer reflects contributions made by us under our 401(k) plan in the amount of $4,600. It also includes $7,020 in car allowance, $300 in airline club dues, $483 in contributions to a group term life insurance policy and $3,756 attributable to a comprehensive physical exam paid for by us.

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Employment Agreements

        Mr. Wilhelm.    We entered into an Amended and Restated Executive Employment Agreement with Mr. Wilhelm on January 28, 2009 to replace his August, 1, 1999 employment agreement, which having been amended seven times had become a cumbersome document. The material changes in the amended and restated agreement as compared to the original agreement include certain commitments by us to Mr. Wilhelm provided that his employment continues until he attains the age of 58. Those commitments include our obligation, from and after the time of termination of Mr. Wilhelm's employment until he attains age 65, (i) to continue providing, at our expense, health insurance coverage for Mr. Wilhelm and his wife, and (ii) to pay certain insurance premiums related to Mr. Wilhelm's supplemental executive retirement benefits. In addition, the amended and restated agreement adjusts the period of Mr. Wilhelm's non-competition obligations from 60 months to 18 months if his employment is terminated for cause or performance reasons, or by reason of his voluntary resignation or disability, in order to correspond with the period over which salary continuation payments are made in those cases. The period of Mr. Wilhelm's non-competition obligations remains at five years in the event his employment is terminated for any other reason.

        Mr. Wilhelm's annual salary is governed by his employment agreement. His annual salary as of March 1, 2009 is $624,576.

        Messrs. Warshauer, Wolf and Baumann.    We also have employment agreements with each of our other named executive officers. The agreements for Mr. Wolf and Mr. Baumann were amended January 28, 2009 to be consistent with treatment afforded to other peer executives regarding salary continuation payments upon termination of employment. Specifically, the agreements for Messrs. Wolf and Baumann provide that for a period of 24 months following termination of their employment for any reason other than for cause or the executive's voluntary termination, they will receive payments at the rate of their most recent annual base salaries and target bonuses.

        Each executive's compensation is governed largely by his respective employment agreement. The annual salary for each as of April 1, 2009 is as follows: Mr. Warshauer—$429,666, Mr. Wolf—$382,606 and Mr. Baumann $401,921. The annual car allowance that Mr. Warshauer previously received has been discontinued and added to his 2009 annual base salary. For 2009, all executives' salaries have been frozen. Each of the named executive officers other than Mr. Holten is entitled to an annual bonus based on corporate financial performance goals set annually. The formula and method of bonus calculation are identified in the "Compensation Discussion and Analysis—Management Incentive Compensation" section. In addition, Mr. Wilhelm is entitled to reimbursement for country club initiation fees and monthly dues. The agreements also provide for reimbursement of travel and other expenses in connection with their employment. As of April 1, 2009, the employment agreements terminate on the following dates, subject to the expiration of the annual renewal notice period: Mr. Wilhelm—May 1, 2011, Mr. Warshauer—December 31, 2009, Mr. Wolf—March 26, 2010, and Mr. Baumann—October 1, 2010.

        Mr. Holten.    We have an employment agreement with John V. Holten to serve as Chairman of the Board of Directors and to be elected to, and serve as a member of, the Compensation and the Nominating & Corporate Governance Committees, if such membership is permitted under applicable NASDAQ rules. Mr. Holten is entitled to receive a base salary of not less than $400,000, with annual cost of living adjustments, and an annual bonus and equity awards determined, if he directly or indirectly owns a majority of our outstanding equity interests, by the Audit Committee, or otherwise, by the Compensation Committee. Mr. Holten's base salary for 2008 was $456,704. The total expense of his salary, bonus, automobile allowance, personal secretarial assistance, executive offices and all other compensation, benefits and perquisites for 2008 was $670,146.

        Mr. Holten's employment agreement began in May 2004, automatically renewed for an additional four-year term starting in May 2009, and will run through May 2013. The term of employment shall be

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renewed automatically for successive four-year periods, unless we provide Mr. Holten, or Mr. Holten provides us, with a written notice to the contrary at least one year prior to the end of any four-year renewal period. Any notice of non-renewal by us shall not be valid unless accompanied by a resolution duly adopted by not less than ³/4 of all of the disinterested members of the Board (or as otherwise required by applicable law, regulations or rules).

Grants of Plan-Based Awards for 2008

        The following table sets forth information regarding grants of restricted stock units to our named executive officers that received RSUs pursuant to our Long-Term Incentive Plan and bonus amounts achievable pursuant to our Management Incentive Compensation Program during 2008. These RSUs represent the right, subject to the terms conditions and vesting schedule of the Plan and applicable restricted stock unit agreement, to receive a distribution of a share of our common stock, The RSUs vest in one-third installments on each of the tenth, eleventh and twelfth anniversaries of the grant date, and the agreements provide for accelerated vesting upon the recipient's retirement.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						All Other Stock Awards: Number of Shares of Stock or Units(2) (#)
											Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)
James A. Wilhelm		7/1/2008		7,500		150,000		277,500		104,000		22.00
G. Marc Baumann		7/1/2008		9,451		137,475		171,844		42,000		22.00
Michael K. Wolf		7/1/2008		6,532		95,000		118,750		42,000		22.00
Steven A. Warshauer		7/1/2008		7,497		91,800		110,160		42,000		22.00

(1)

The amounts included in columns (c), (d) and (e) reflect the bonus amounts achievable pursuant to our Management Incentive Compensation Program.

(2)

Column (f) sets forth the number of RSUs granted on July 1, 2008.

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Outstanding Equity Awards at Fiscal Year-End 2008

        The following table shows grants of stock options and stock awards subject to performance restrictions outstanding on December 31, 2008, the last day of our fiscal year, to those of our named executive officers who received options.

	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable(2)		Option Exercise Price ($)		Option Expiration Date(1)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
James A. Wilhelm		98,914		3.1715		1/30/2012			2,346	(3)		45,372
		22,175		5.75			(1)		104,00	(4)		2,011,360
G. Marc Baumann		11,889		3.1715		1/30/2012			938	(3)		18,141
		16,520		5.75			(1)		42,000	(5)		812,280
Michael K. Wolf		11,889		3.1715		1/30/2012			938	(3)		18,141
		16,520		5.75			(1)		42,000	(6)		812,280
Steven A. Warshauer		15,890		3.1715		1/30/2012			938	(3)		18,141
		12,391		5.75			(1)		42,000	(7)		812,280

(1)

These options have no express termination date. By the terms of the Long-Term Incentive Plan pursuant to which they were issued, the options must be exercised, if at all, within a designated period following the termination of the executive's employment, ranging from 90 days in the case of a termination for any reason other than death, disability or for cause, to 12 months in the case of termination due to death or disability. All rights to exercise these options cease in the event of a termination for cause.

(2)

All listed options are fully vested

(3)

These restricted stock awards, to the extent earned, will vest on 1/1/2010

(4)

These RSUs will vest on 2/9/2012

(5)

These RSUs will vest on 7/16/2015

(6)

These RSUs will vest on 6/20/2011

(7)

These RSUs will vest on 11/16/2019

Option Exercises and Stock Vested During 2008

        The following table shows the number of shares acquired upon exercise of options as well as the shares of stock that became free of restrictions and the value of by each participating named executive officer during the year ended December 31, 2008.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
James A. Wilhelm		27,000		479,064		1,040		20,114
G. Marc Baumann		15,892		302,649		416		8,045
Michael K. Wolf		15,892		270,865		416		8,045
Steven A. Warshauer		15,891		351,930		416		8,045

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Option Re-Pricing

        We have not engaged in any option re-pricings or other modifications to any of our outstanding equity awards during fiscal year 2008.

Pension Benefits

        The following table describes pension benefits to our participating named executive officers:

Executive	Plan Name	Years of Credited Service			Present Value of Accumulated Benefit		Payments During Last Fiscal Year
James A. Wilhelm	Deferred Compensation Agreement		(1	)	$	560,780		—

(1)

The benefit provided under Mr. Wilhelm's SERP is not based on a credited service calculation or vesting but rather is a fixed benefit payable at age 65 subject to certain restrictions contained in the Compensation Discussion and Analysis under the section titled "Retirement Benefits and Deferred Compensation Opportunities."

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

        Our named executive officers other than Mr. Holten participated in a Deferred Compensation Plan that provided each with the opportunity to defer an amount which, when combined with his 401(k) plan deferral, will equal the maximum allowable deferral pursuant to the IRS section 415 limits. The following table sets forth the nonqualified deferred compensation of our named executive officers that received such compensation for the fiscal year ending December 31, 2008.

Name	Executive Contributions in Last FY ($)(1)		Aggregate Earnings in Last FY ($)(2)			Aggregate Balance at Last FYE ($)
(a)	(b)		(c)			(d)
James A. Wilhelm		42,179		(12,874	)		37,126
G. Marc Baumann		12,679		(5,249	)		15,251
Michael K. Wolf		22,179		(4,362	)		25,639
Steven A. Warshauer		12,679		(5,361	)		15,139

(1)

The amounts included in this column are included as Salary in column (c) of the Summary Compensation Table.



(2)

The amounts included in this column represent the loss incurred with respect to the non-qualified deferred compensation contributions by the named executive officer.

Potential Payments Upon Termination or Change-in-Control

Potential Payments to Chief Executive Officer

        Pursuant to Mr. Wilhelm's employment agreement, if he is terminated for any reason, we are obligated to pay him or his estate, as applicable, an amount equal to his base salary earned through the date of termination plus accrued but unused vacation pay and other benefits earned through the date of termination. In addition, we are required to make the following payments to Mr. Wilhelm:

•

if his termination occurs for any reason other than (i) cause, (ii) performance reasons, (iii) his voluntarily resignation without good reason (as defined in his employment agreement) or (iv) his disability, an amount equal to five times the sum of his most recent annual base salary plus the

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amount of any annual bonus paid to him for the immediately preceding calendar year, payable in equal monthly installments over a period of 60 months;

•

if we terminate him for cause, an amount equal to $100,000, payable in equal monthly installments over a period of 18 months; and

•

if we terminate him because of performance reasons or he voluntarily terminates his employment without good reason (as defined in his employment agreement), an amount equal to his annual base salary in effect at the date of termination, payable in equal monthly installments over a period of 18 months.

        Pursuant to the terms of his employment agreement, if Mr. Wilhelm's employment is terminated (other than for cause or performance reasons) prior to his attaining age 55, he has the right to purchase certain annuity policies from us for the greater of (i) the cash value of the policies or (ii) the aggregate amount of premiums paid by us on such policies. If Mr. Wilhelm's employment is terminated after he attains age 55 (other than for cause or performance reasons), he may elect to have the policies assigned to him or he may elect to have us maintain the policies, provided that the cost of maintaining such policies shall be Mr. Wilhelm's obligation (subject to our payment of all policy premiums for each year beyond age 55 that Mr. Wilhelm continues to be employed by us). If Mr. Wilhelm's employment is terminated at any time as a result of his disability, he may elect to have one hundred percent (100%) of our ownership interest in the annuity policies assigned to him or require us to maintain the policies, with the cost of such maintenance to be borne by us. Notwithstanding the foregoing, (a) if Mr. Wilhelm's employment is terminated as the result of his death prior to attaining age 58 or he dies prior to his acquiring ownership in the annuity policies, we shall pay his beneficiary the full death benefits payable under the policies as reduced by the greater of (i) the total premiums paid by us in connection with such policies or (ii) the present value of future benefits provided by such policies, and (b) if Mr. Wilhelm's employment is terminated as the result of his death after attaining age 58 or at any time after he has acquired ownership of any of the annuity policies, we shall pay his beneficiary, without reduction, the full death benefits payable under all annuity policies that have not previously been acquired by Mr. Wilhelm.

Potential Payments to John V. Holten

        Pursuant to Mr. Holten's employment agreement, if his employment is terminated without cause, he voluntarily terminates his employment for good reason, he is terminated following a change in control or we choose not to renew his employment term, he will be entitled to (i) in the event of termination without cause, for good reason or after a change in control, continue to receive through what would have been the last day of the employment term, plus for two years thereafter, the base salary and any annual incentive bonus, as if no termination had occurred; or, in the event of non-renewal, the base salary and any annual bonus for two years thereafter; (ii) medical insurance continuation coverage for the period during which base salary is being paid under clause (i) above; (iii) receive reimbursement for reasonable expenses for maintaining an executive office and secretarial assistance for five years from termination of employment; (iv) payment of unpaid base salary through the termination date; and (v) accrued but unused vacation days and any unpaid bonuses, and reimbursement for any unreimbursed expenses incurred, through the date of termination, and all other payments, benefits and rights under any benefit, compensation, incentive, equity or fringe benefit plan, program or arrangement or grant. Mr. Holten also agrees that, if his employment terminates at any time, that he will be subject to a two-year non-competition agreement for which he will receive up to $200,000 in continuation payments for the two-year period; provided, however, any severance payments described above will be reduced by such continuation payments. In the event Mr. Holten breaches the non-competition restrictions of the employment agreement at any time during the two-year period following the date of termination, our obligation to make any continuation payments immediately ceases.

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        If Mr. Holten's employment terminates due to death or disability, he or his estate, as the case may be, will receive: (i) payment of unpaid base salary through the termination date and the base salary for the then-remaining employment term; (ii) a pro-rata portion of the annual bonus amount for the year in which such termination occurs; and (iii) any benefits mandated under COBRA (the costs of which will be paid for by us); and (iv) the benefits under clause (v) of the preceding paragraph. If Mr. Holten's employment is terminated for cause, if Mr. Holten terminates his employment without good reason, or if he fails to renew his employment term, he is entitled to the payment of his base salary through his final day of active employment, continuation payments (which shall be $50,000 if he is terminated for cause) during the two-year non-competition period, plus any accrued but unused vacation pay, to be paid within 30 days following the termination. If any payments to Mr. Holten upon a change of control are subject to excise tax under Section 4999 of the Internal Revenue Code, we will make an additional tax equalization payment on his behalf to gross up those excise and other resulting taxes.

Potential Payments to Other Named Executive Officers

        Each of our employment agreements with Messrs. Wolf, Warshauer and Baumann is terminable by us for cause. If their employment is terminated by reason of their death, we are obligated to pay their respective estates an amount equal to the base salary earned through the end of the calendar month in which death occurs, plus any earned and unpaid annual bonus, vacation pay and other benefits earned through the date of termination. If the employment of Messrs. Wilhelm, Wolf, Warshauer or Baumann is terminated by reason of their disability, we are obligated to pay him or his legal representative an amount equal to his annual base salary for the duration of the employment period in effect on the date of termination, reduced by amounts received under any disability benefit program, plus any earned and unpaid annual bonus, vacation pay and other benefits earned through the date of termination. Upon termination of the employment of Messrs. Wolf, Warshauer or Baumann for any reason other than cause or the executive's voluntary resignation without good reason, we must (i) pay the executive, for a period of 24 months following termination, payments at the rate of the executive's most recent annual base salary and annual target bonus, and (ii) provide the executive and/or his family with certain other benefits. Upon termination of the employment of Messrs. Wolf, Warshauer or Baumann for cause or by reason of the executive's voluntary resignation without good reason, we must pay the executive the sum of $50,000 over a 12 month period.

        Messrs. Wolf, Warshauer and Baumann are subject to non-competition and non-solicitation agreements for 24 months following termination of their employment.

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Post-Employment Payments—The following table describes certain potential payments and benefits upon termination for Mr. Wilhelm, our President and Principal Executive Officer as if his employment terminated as of December 31, 2008, the last business day of the fiscal year.

Compensation Component	Voluntary Resignation Not for Good Reason or Termination by Company for Performance Reasons ($)			Voluntary Resignation for Good Reason ($)			Termination by Company Not for Cause or Performance Reasons ($)			Termination by Company for Cause ($)
Compensation
Base salary		624,576	(1)		4,294,380	(2)		4,294,380	(2)		100,000	(1)
Target cash incentive		—				(3)			(3)		—
Stock Options—Unvested and Accelerated		—			—			—			—
Benefit and Perquisites
Health Benefits		—			65,930	(4)		65,930	(4)		—
Total		624,576			4,360,310			4,360,310			100,000

(1)

Payable as salary continuation over 18 months.

(2)

Payable as salary continuation over 60 months.

(3)

Target incentive is included within calculation of base salary per employment agreement severance provision.

(4)

Estimated cost of health insurance coverage continuation for 60 months computed at current premium.

Post-Employment Payments—The following table describes certain potential payments and benefits upon termination for Mr. Holten, our Chairman, as if his employment terminated as of December 31, 2008, the last business day of the fiscal year.

Compensation Component	Voluntary Resignation Not for Good Reason ($)			Voluntary Resignation for Good Reason ($)			Termination by Company Not for Cause ($)			Termination by Company for Cause ($)			Termination by Company in Connection with a Change in Control ($)
Compensation
Base salary		200,000	(1)		2,924,139	(2)		2,924,139	(2)		50,000	(1)		2,924,139	(2)
Target cash incentive		—			—			—			—			—
Stock Options—Unvested and Accelerated		—			—			—			—			—
Benefits and Perquisites
Health Benefits		—			84,426	(3)		84,426	(3)		—			84,426	(3)
Car Allowance		—			111,484	(2)		111,484	(2)		—			111,484	(2)
Other expense reimbursements		—			1,129,135	(4)		1,129,135	(4)		—			1,129,135	(4)
Tax Equalization Payment		—			—			—			—			661,177	(5)
Total		200,000			4,249,184			4,249,184			50,000			4,910,361

(1)

Payable as salary continuation over 24 months subject to compliance with covenant not to compete.

(2)

Payable as salary continuation through the remainder of employment agreement term plus two additional years.

(3)

Estimated cost of health insurance coverage continuation computed at current premium for remainder of employment agreement term plus additional two years.

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(4)

Estimated reimbursement cost for expenses to maintain an office for five years after termination of employment, payable over five years.

(5)

Tax gross up to cover excise tax on "excess parachute payment" that would become due if Mr. Holten resigns within three months after a Change in Control. Under Mr. Holten's employment agreement, a "Change in Control" occurs if, as a result of any person (as defined in Section 3 of the Securities Exchange Act of 1934 (the "Act") and used in Rule 13d-5 of the SEC under the Act) or group (as defined in Section 13(d) of the Act) becoming the beneficial owners of twenty-five percent (25%) or more of the common stock of the Company, Mr. Holten ceases to own, directly or indirectly, a majority of the outstanding equity interests of the Company. A Change in Control does not occur, however, if Mr. Holten, by written agreement executed before such Change in Control, is a participant in the transaction that results in Mr. Holten's ownership interest ceasing to be a majority interest.

Post-Employment Payments—The following table describes certain potential payments and benefits upon termination for Mr. Baumann, our Principal Financial Officer, as if his employment terminated as of December 31, 2008, the last business day of the fiscal year.

Compensation Component	Voluntary Resignation Not for Good Reason ($)			Voluntary Resignation for Good Reason ($)			Termination by Company Not for Cause ($)			Termination by Company for Cause ($)
Compensation
Base salary		50,000	(1)		803,840	(2)		803,840	(2)		50,000	(1)
Target cash incentive		—			274,950	(2)		274,950	(2)		—
Stock Options—Unvested and Accelerated		—			—			—			—
Benefits and Perquisites
Health Benefits		—			23,076	(3)		23,076	(3)		—
Insurance funding		—			931,362	(4)		931,362	(4)		—
Total		50,000			2,029,931			2,029,931			50,000

(1)

Payable as salary continuation for 12 months.

(2)

Payable as salary continuation for 24 months.

(3)

Estimated cost of health insurance coverage continuation until October 1, 2010 computed at current premium.

(4)

Estimated cost of certain life insurance policy payments until age 65 computed based on 2008 premiums.

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Post-Employment Payments—The following table describes certain potential payments and benefits upon termination for Mr. Wolf, an Executive Vice President, as if his employment terminated as of December 31, 2008, the last business day of the fiscal year.

Compensation Component	Voluntary Resignation Not for Good Reason ($)			Voluntary Resignation for Good Reason ($)			Termination by Company Not for Cause ($)			Termination by Company for Cause ($)
Compensation
Base salary		50,000	(1)		765,212	(2)		765,212	(2)		50,000	(10)
Target cash incentive		—			190,000	(2)		190,000	(2)		—
Stock Options—Unvested and Accelerated		—			—			—			—
Benefits and Perquisites
Health Benefits		—			16,483	(3)		16,483	(3)		—
Insurance / investment funding		310,000	(4)		310,000	(4)		310,000	(4)		310,000	(4)
Total		360,000			1,281,695			1,281,695			360,000

(1)

Payable as salary continuation for 12 months.

(2)

Payable as salary continuation for 24 months.

(3)

Estimated cost of health insurance coverage continuation until March 26, 2010 computed at current premium.

(4)

Cost of certain life insurance or other investment vehicle payments until age 65.

Post-Employment Payments—The following table describes certain potential payments and benefits upon termination for Mr. Warshauer, an Executive Vice President, as if his employment terminated as of December 31, 2008, the last business day of the fiscal year.

Compensation Component	Voluntary Resignation Not for Good Reason ($)			Voluntary Resignation for Good Reason ($)			Termination by Company Not for Cause ($)			Termination by Company for Cause ($)
Compensation
Base salary		50,000	(1)		859,332	(2)		859,332	(2)		50,000	(1)
Target cash incentive		—			183,600	(2)		183,600	(2)		—
Stock Options—Unvested and Accelerated		—			—			—			—
Benefits and Perquisites
Health Benefits		—			13,186	(3)		13,186	(3)		—
Total		50,000			1,056,118			1,056,118			50,000

(1)

Payable as salary continuation over 12 months subject to compliance with covenant not to compete.

(2)

Payable as salary continuation over 24 months subject to compliance with covenant not to compete.

(3)

Estimated cost of health insurance coverage continuation through December 31, 2009 computed at current premium.

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DIRECTOR COMPENSATION

Director Compensation Disclosure Table

        The following table sets forth the compensation earned, awarded or paid for services rendered to us for the fiscal year ending December 31, 2008 by our non-executive directors.

Name	Fees Earned or Paid in Cash($)		Stock Awards ($)			Option Awards($)		Total($)
Karl G. Andren		67,500		79,996			—		147,496
Charles L. Biggs		87,500		54,999			—		142,499
Karen M. Garrison		85,000		54,999			—		139,999
Gunnar Klintberg		—			(1)		—		—	(2)
Leif F. Onarheim		67,500		54,999			—		122,499
A. Petter Østberg		—		54,999			—		54,999
Robert S. Roath		92,500		54,999			—		147,499

(1)

Does not include 2,700 shares that Mr. Klintberg elected to defer acquiring until January 1, 2010, pursuant to a deferred compensation plan offered by us.

(2)

Does not include amounts paid under the Consulting Agreement between Mr. Klintberg and us, which totaled $128,697 in 2008.

        Karl G. Andren, Charles L. Biggs, Karen M. Garrison, Leif F. Onarheim and Robert S. Roath, collectively referred to as "outside directors," each received $30,000 in cash as an annual retainer. All of the directors, except Messrs. Holten and Wilhelm, received a fully vested stock grant of 2,700 shares of common stock on April 22, 2008. All of the directors, except Messrs. Holten, Wilhelm, Østberg and Klintberg receive $2,500 for each Board or Committee meeting that they attend, and all directors receive reimbursement for expenses incurred in connection with such meetings. The Chair of the Audit Committee received an additional annual retainer of $20,000, and the chair of the Nominating & Corporate Governance Committee and Chair of the Compensation Committee each received an additional retainer of $10,000 per year.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance Under Equity Compensation Plans

Plan Category	Number of securities to be based upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securities holders		1,411,903	$	2.22		122.471
Equity compensation plans not approved by securities holders		—		—		—
Total		1,411,903	$	2.22		122,471

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SECURITY OWNERSHIP

Beneficial Ownership of Directors and Executive Officers

        The following table sets forth information regarding the beneficial ownership of our common stock as of March 2, 2009, by:

•

each of the executive officers named in the "Summary Compensation Table" above;

•

each of our directors; and

•

all current directors and executive officers as a group.

        Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of March 2, 2009, are deemed issued and outstanding. These shares, however, are not deemed outstanding for purposes of computing percentage ownership of each other stockholder.

        Except as indicated in the footnotes to this table and subject to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares shown as beneficially owned by them. This table also includes shares owned by a spouse as community property.

        Percentage beneficially owned is based on 15,282,708 shares of common stock outstanding on March 2, 2009, and is calculated in accordance with the rules of the Securities and Exchange Commission. Unless otherwise indicated, the address of each of the individuals named below is: c/o Standard Parking Corporation, 900 North Michigan Avenue, Suite 1600, Chicago, Illinois 60611.

	Beneficial Ownership
Name of Beneficial Owner	Number of Shares Beneficially Owned			Shares Issuable Pursuant to Options Exercisable Within 60 days of March 2, 2009			Percent Beneficially Owned (%)
John V. Holten(1)		7,681,842			—		50.3
James A. Wilhelm		112,506	(2)		124,089		1.5
Michael K. Wolf		43,354	(3)		28,410		*
Steven A. Warshauer		47,864	(3)		28,281		*
G. Marc Baumann		43,562	(3)		28,410		*
Gunnar E. Klintberg		16,820			7,648		*
Charles L. Biggs		12,222			15,952		*
Karen M. Garrison		20,222			15,952		*
Leif F. Onarheim		10,222			15,952		*
A. Petter Østberg		6,800	(4)		260,475	(5)	1.7
Robert S. Roath		12,222			7,648		*
Karl G. Andren		3,784			—		*
All directors and executive officers as a group (16 persons)		8,186,078	(6)		619,298.4		55.4

*

Less than 1% of the outstanding shares of common stock.

(1)

Mr. Holten, The JVH Descendants' 2007 Trust, a Connecticut trust for the benefit of Mr. Holten's descendants (the "2007 Trust"), of which Mr. Holten is the sole trustee, and Brats, LLC, a Delaware limited liability company ("Brats"),of which Mr. Holten is the sole manager, are the

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owners of all of the membership units in Vinland Industries LLC, a Delaware limited liability company ("VIL"), which is the owner of 100% of the membership interest in Steamboat Industries LLC, a New York limited liability company ("SIL"). Mr. Holten is the sole trustee of the 2007 Trust and is the sole manager of Brats, VIL and SIL. Mr. Holten, the 2007 Trust, Brats and VIL disclaim beneficial ownership of the shares held by SIL. Includes 100,000 shares of common stock subject to a pre-paid variable share forward contract with an unaffiliated securities brokerage firm, with respect to which SIL retains the voting power until June 23, 2009, the settlement date of such contract. Mr. Holten, individually and in his capacity as sole trustee of the 2007 Trust and sole manager of each of SIL, VIL and Brats, has sole voting power over all the shares of common stock owned by SIL. All of the common stock, being 7,681,842 shares (including voting power with respect to the 100,000 shares subject to the pre-paid variable share forward contract), owned by SIL have been pledged as security for a loan to third-party lenders. The address of the 2007 Trust, Brats, VIL and SIL and the business address of Mr. Holten is 545 Steamboat Road, Greenwich, Connecticut 06830.

(2)

Includes 2,346 shares of restricted stock and 104,000 restricted stock units.

(3)

Includes 938 shares of restricted stock and 42,000 restricted stock units.

(4)

Includes 700 shares held by Mr. Østberg's wife. Mr. Østberg disclaims beneficial ownership of the shares held by his wife.

(5)

Comprised of options to purchase 150,533 shares of common stock held by Mr. Østberg. Also includes options to purchase 109,942 shares held by a trust for the benefit of Mr. Østberg's descendents, of which Mrs. Østberg is the sole trustee, and a limited liability company of which Mr. and Mrs. Østberg are the sole managing members. Mr. Østberg disclaims beneficial ownership of the shares held by this trust and the limited liability company.

(6)

Includes 8,912 shares of restricted stock and 398,000 restricted stock units issued to the executive officers as a group.

Change in Control

        All of the common stock owned by SIL (including voting power with respect to the 100,000 shares subject to a pre-paid variable share forward contract) (collectively, the "Pledged Securities") have been pledged as security for a loan to third-party lenders. In the event that some or all of such Pledged Securities are foreclosed upon following default of the obligations secured thereby, Mr. Holten may no longer control a majority of the voting power of the Company.

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Beneficial Ownership of More than Five Percent of Common Stock

        The following table sets forth information regarding the beneficial ownership of our common stock as of March 2, 2009, by each person (or group of affiliated persons) who is known by us to own beneficially 5% or more of our common stock.

Name of Beneficial Owner	Number of Shares Beneficially Owned			Percent Beneficially Owned
John V. Holten, Brats, LLC, and The JVH Descendants' 2007 Trust 545 Steamboat Road Greenwich, CT 06830		7,681,842	(1)		50.3	%
Loomis Sayles & Co., L.P. One Financial Center Boston, MA 02111		1,127,877	(2)		6.7	%

(1)

Mr. Holten, The JVH Descendants' 2007 Trust, a Connecticut trust for the benefit of Mr. Holten's descendants (the "2007 Trust"), of which Mr. Holten is the sole trustee, and Brats, LLC, a Delaware limited liability company ("Brats"), of which Mr. Holten is the sole manager, are the owners of all of the membership units in Vinland Industries LLC, a Delaware limited liability company ("VIL"), which is the owner of 100% of the membership interest in of Steamboat Industries LLC, a New York limited liability company ("SIL"). Mr. Holten is the sole trustee of the 2007 Trust and is the sole manager of Brats, VIL and SIL. Mr. Holten, the 2007 Trust, Brats and VIL disclaim beneficial ownership of the shares held by SIL. Includes 100,000 shares of common stock subject to a pre-paid variable share forward contract with an unaffiliated securities brokerage firm, with respect to which SIL retains the voting power until June 23, 2009, the settlement date of such contract. Mr. Holten, individually and in his capacity as sole trustee of the 2007 Trust and sole manager of each of SIL, VIL and Brats, has sole voting power over all the shares of common stock owned by SIL. All of the common stock, being 7,681,842 shares (including voting power with respect to the 100,000 shares subject to the pre-paid variable share forward contract), owned by SIL have been pledged as security for a loan to third-party lenders. The address of the 2007 Trust, Brats, VIL and SIL and the business address of Mr. Holten is 545 Steamboat Road, Greenwich, Connecticut 06830.

(2)

Based solely on information obtained from a Schedule 13G filed by Loomis Sayles & Co., L.P. with the SEC on or about February 13, 2009. The foregoing has been included solely in reliance upon, and without independent investigation of, the disclosures contained in Loomis Sayles & Co., L.P.'s Schedule 13G.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

TRANSACTIONS WITH RELATED PERSONS AND CONTROL PERSONS

        The following is a summary of transactions during 2008 between the Company and our executive officers, directors, nominees, principal stockholders and other related persons involving amounts in excess of $120,000. Each of the transactions with a related person described below has been approved by the Audit Committee.

Stock Redemption from Majority Stockholder

        In December 2007, our Board authorized us to repurchase our common stock, on the open market or through private purchases, up to $25.0 million, provided that we met certain financial tests. In July

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2008, our Board authorized an additional $60.0 million in common stock repurchases. In connection with these stock repurchase programs, we were authorized to repurchase shares from Steamboat, our majority stockholder, at the same price that we pay in each open-market purchase. We acquired 1,622,220 shares at an average price of $19.93, including average commissions of $0.03 per share, totaling $32.3 million through open market purchases during the year ended December 31, 2008. Steamboat sold to us 1,386,722 shares at an average price of $19.96, totaling $27.7 million during the year ended December 31, 2008.

Management Contracts and Related Arrangements with Affiliates

        We entered into a consulting agreement with D&E Parking, Inc. and Dale Stark, a former Senior Vice President of the Company, that became effective on May 1, 2007. This consulting agreement is for a period of three years, terminating on April 30, 2010. Per the terms of the agreement, consideration for services provided are $250,000 per year. In addition, the consultant is eligible for a consultant fee of up to $50,000 per year. In consideration of the services provided by D&E under this arrangement, we paid D&E $401,000 in 2008.

        On December 31, 2000, we sold, at fair market value, certain contract rights to D&E. In July 2007, we bought back certain contract rights for approximately $1,472,000 ($850,000 paid in cash and $622,000 gain through the sale of certain contract rights), representing five locations. The Company continued to operate an additional location through January 2008, at which time the location was sold to an unrelated third party. We received net management fees and reimbursement for support services in connection with the operation of the parking facilities from D&E. We recorded net management fees of $4,000 in 2008.

        In 2008 we provided property management services for twenty separate retail shopping centers and commercial office buildings in which D&E has an ownership interest. Dale Stark is the managing member of each property ownership entity. In consideration of the property management services we provided for these twenty properties, we recorded net management fees totaling $632,000in 2008.

        In 2008 our wholly owned subsidiary, Preferred Response Security Services, Inc., provided security services for a retail shopping center owned by D&E. We recorded net management fees amounting to $34,000 for these security services in 2008. In 2008 we provided sweeping and power washing for two retail shopping facilities in which D&E has an ownership interest. For these services we recorded net management fees totaling $9,000.

Gunnar Klintberg Consulting Agreement and Holberg Agreement

        We entered into a consulting agreement with Gunnar Klintberg, a member of our Board of Directors, on March 1, 2004, pursuant to which Mr. Klintberg has been engaged in the promotion and development of new parking operations and the consummation of contracts to operate parking facilities on our behalf primarily in the New York City metropolitan area. The initial term of Mr. Klintberg's agreement was for one year, renewable year to year unless terminated by either party on 60 days' notice. Upon the expiration of the initial term of the consulting agreement on March 31, 2005, the agreement was automatically extended for an additional year. On March 15, 2006, we amended Mr. Klintberg's consulting agreement, effective as of July 1, 2005. The amendment changed the commencement date of the term of the consulting agreement from a fiscal year commencing March 1 to a calendar year so that each new one year term, as applicable, commences on January 1. Under the terms of the amendment to his consulting agreement, Mr. Klintberg is paid a retainer of $125,000 annually, in addition to the following percentages of the net profit, for up to three years, for any new parking location he is responsible for bringing to us and which results in the consummation of a final executed contract: 15% in year one, 10% in year two and 5% in year three. To the extent that Mr. Klintberg is not responsible for one or more aspects of consummating a contract to operate a new

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parking location, in the judgment of our executive vice president having operational responsibility for the New York City metropolitan area, his percentage of the net profit may be reduced. Mr. Klintberg additionally may receive up to 5% of the net profit for the renewal of an existing location. Mr. Klintberg is entitled to reimbursement of reasonable business expenses incurred in connection with the performance of his consulting services upon our advance approval. In consideration of the services provided by Mr. Klintberg, we paid him an annual retainer fee and percentages of net profit totaling $128,697 in 2008.

        Mr. Klintberg is also party to an agreement with Holberg Incorporated (the "Holberg Agreement"), which is effective from January 1, 2006 for a term of seven years. (Mr. Holten is the chairman and chief executive officer of Holberg Incorporated, our indirect parent until 2001.) Under the Holberg Agreement, Mr. Klintberg has agreed to provide services to Holberg Incorporated in exchange for compensation, some of which may be affected by Mr. Klintberg's employment with us and the value of his options, stock appreciation rights and other similar interests based on our common stock. Specifically, the Holberg Agreement provides that Mr. Klintberg's termination payment with Holberg Incorporated will be decreased dollar-for-dollar by the then current value of his options, stock appreciation rights and other similar interests based on our common stock that have been granted to him by us and our affiliates pursuant to then existing arrangements. In addition, Mr. Klintberg is entitled to a payment of $125,000 per annum under the Holberg Agreement in the event that his existing consulting agreement with us is terminated due to our sale of us or is terminated without cause or for other specified reasons. We are not a party to the Holberg Agreement.

Related Party Transaction Policy

        As part of its oversight responsibilities, the charter of our Audit Committee requires that the Audit Committee review all related party transactions for potential conflicts of interest. On November 2, 2006, the Board adopted a formal statement of policy for related party transactions. The policy requires that the Audit Committee review all transactions between the Company and our executive officers, directors, nominees, principal stockholders and other related persons for potential conflicts involving amounts in excess of $5,000.

Director Independence and Controlled Company Status

        Although the NASDAQ rules generally require NASDAQ-traded companies to have a board of directors comprised of a majority of independent directors, a "controlled company" is exempt from this requirement. Our parent company, Steamboat Industries LLC, and its affiliates (including Mr. Holten), collectively control more than 50% of the voting power of the Company and, accordingly, we are an exempt controlled company. The Board has determined that a majority of our outside directors,—Messrs. Andren, Biggs, Onarheim and Roath and Ms. Garrison—have no material relationship with our Company that would conflict with the independence requirements of applicable federal law and the NASDAQ rules. We rely on the "controlled company" exception, however, for committee composition requirements under the NASDAQ rules. Pursuant to this exception, we are exempt from the rule that requires our Compensation Committee and Nominating & Corporate Governance Committee to be composed solely of "independent directors" as defined in the NASDAQ rules. The "controlled company" exception does not modify the independence requirements for our Audit Committee composition, which complies with the Sarbanes-Oxley Act and the NASDAQ independence rules for audit committees. The independent directors meet from time to time in connection with Audit Committee meetings at which only independent directors are present. Three such meetings occurred in 2008.

        The Board determined that, given Mr. Østberg's relationship with Mr. Holten and his affiliates, our controlling stockholder, he may not be considered independent. Mr. Klintberg is not considered independent because of his relationship with Mr. Holten and his affiliates, our controlling stockholder,

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and because he is presently a paid consultant to the Company. Mr. Wilhelm is not considered independent because he is our Chief Executive Officer.

        The Nominating & Corporate Governance Committee consists of three directors: Karen M. Garrison (who serves as Chair), John V. Holten and A. Petter Østberg. Ms. Garrison is the only independent director on this committee.

        The Compensation Committee consists of four directors: Charles L. Biggs (who serves as Chair), John V. Holten, Leif F. Onarheim and A. Petter Østberg. Messrs. Biggs and Onarheim are the independent director on this committee.

Item 14.    Principal Accountant Fees and Services.

Auditors' Fees, Audit-Related Fees, Tax Fees and All Other Fees

        The Audit Committee, with the approval of the stockholders, engaged Ernst & Young LLP to perform an annual audit of our financial statements for the fiscal year ended December 31, 2008. The following table describes fees for professional audit services rendered by Ernst & Young LLP, our principal accountant, for the audit of our annual financial statements for the years ended December 31, 2008 and December 31, 2007, and fees billed for other services rendered by Ernst & Young LLP during these periods.

Type of Fee	2008		2007
Audit Fees(1)	$	851,270	$	807,400
Audit Related Fees(2)		31,700		30,350
All Other Fees(3)		3,500		3,265
Total	$	886,470	$	841,015

(1)

Audit Fees include the aggregate fees paid by us during the year indicated for professional services rendered by Ernst & Young LLP for the audit of our annual financial statements and review of financial statements included in our Forms 10-Q and Form 10-K, including review of registration statements and issuance of consents. In 2008, Audit Fees also included review of a Form S-8 registration statement and the issuance of a consent. The fees for 2007 are $19,000 higher than reported in our Proxy Statement for our 2008 annual meeting due to audit fees incurred but not communicated until after the mailing of our 2008 Proxy Statement.



(2)

Audit Related Fees include the aggregate fees paid by us during the year indicated for assurance and related services by Ernst & Young LLP that are reasonably related to the performance of the audit or review of our financial statements and not included in Audit Fees, including general accounting advice and opinions related to various employee benefit plans and due diligence related to mergers and acquisitions. For 2008 and 2007, Audit Related Fees consist of 401(k) audit fees in the amount of $31,700 and $30,350, respectively.



(3)

All Other Fees include the aggregate fees paid by us during the year indicated for products and services provided by Ernst & Young LLP, other than the services reported above. In 2008 and 2007 All Other Fees consists of fees related to online research tools.

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Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

        Pursuant to our pre-approval policy and procedures, the Audit Committee was responsible for reviewing and approving, in advance, any audit and any permissible non-audit engagement or relationship between the Company and our independent auditors. The Audit Committee has responsibility for appointing, setting compensation for and overseeing the work of our independent auditors, and has established a policy concerning the pre-approval of services performed by our independent auditors. Each proposed engagement not specifically identified by the Securities and Exchange Commission as impairing independence is evaluated for independence implications prior to entering into a contract with the independent auditor for such services. The Audit Committee has approved in advance certain permitted services whose scope is consistent with auditor independence. These services are the audit of our annual financial statements and review of financial statements included in our Forms 10-Q and Form 10-K, and 401(k) Plan audit for 2008 was approved by the Audit Committee on May 5, 2008. Additionally, each permissible audit and non-audit engagement or relationship between us and Ernst & Young LLP entered into since December 1, 2002 has been reviewed and approved by the Board or the Audit Committee, as provided in our pre-approval policies and procedures.

        We have been advised by Ernst & Young LLP that substantially all of the work done in conjunction with its 2008 audit of our financial statements for the most recently completed year was performed by permanent, full-time employees and partners of Ernst & Young LLP. We have received confirmation and a letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP's communications with the Audit Committee concerning independence, and discussed with Ernst & Young LLP its independence.

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Financial Statements and Schedules

1. Financial Statements
	Report of Independent Registered Public Accounting Firm			95
	Audited Consolidated Financial Statements
		Consolidated Balance Sheets at December 31, 2008 and 2007		97
		For the years ended December 31, 2008, 2007 and 2006:
			Consolidated Statements of Income	98
			Consolidated Statements of Stockholders' Equity	99
			Consolidated Statements of Cash Flows	100
	Notes to Consolidated Financial Statements			101
2. Financial Statement Schedule
	Schedule II—Valuation and Qualifying Accounts			133

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

Exhibit Listing

Exhibit Number		Description
	3.1*	Second Amended and Restated Certificate of Incorporation of the Company filed on June 2, 2004.
	3.1.1*	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective as of January 7, 2008.
	3.2	Second Amended and Restated By-Laws of the Company effective as of September 1, 2007 (incorporated by reference to exhibit 3.1 of the Company's Current Report on Form 8-K filed on September 5, 2007).
	4.1	Specimen common stock certificate (incorporated by reference to exhibit 4.1 of Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-112652, filed on May 18, 2004).
	10.1	Amended and Restated Credit Agreement dated July 15, 2008 among the Company, various financial institutions, Bank of America, N.A., and Wells Fargo, N.A. (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K field on July 18, 2008.)
	10.2	Rate Cap Transaction Agreement dated August 1, 2006 between the Company and LaSalle Bank National Association (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on August 4, 2006).
	10.3	Consulting Agreement dated May 15, 2006 by and among the Company, D&E Parking, Inc. and Dale G. Stark (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 17, 2006).
	10.4+	Employment Agreement dated as of March 30, 1998 between the Company and Myron C. Warshauer (incorporated by reference to exhibit 10.6 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).

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Exhibit Number		Description
	10.4.1+	First Amendment to Employment Agreement dated July 7, 2003 between the Company and Myron C. Warshauer (incorporated by reference to exhibit 10.4.1 of the Company's Annual Report on Form 10-K filed for December 31, 2004).
	10.4.2+	Amendment to Employment Agreement dated as of May 10, 2004 between the Company and Myron C. Warshauer (incorporated by reference to exhibit 10.4.2 of the Company's Annual Report on Form 10-K filed for December 31, 2004).
	10.5+	Employment Agreement dated as of March 26, 1998 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.12 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
	10.5.1+	Amendment to Employment Agreement dated as of June 19, 2000 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.5.1 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.5.2+	Second Amendment to Employment Agreement dated as of December 6, 2000, between the Company and Michael K. Wolf, (incorporated by reference to exhibit 10.22 to the Company's Annual Report on Form 10-K filed for December 31, 2000).
	10.5.3+	Third Amendment to Employment Agreement dated April 1, 2002 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.19.3 to the Company's Annual Report on Form 10-K filed for December 31, 2002).
	10.5.4+	Fourth Amendment to Employment Agreement dated December 31, 2003 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.5.4 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.5.5*+	Fifth Amendment to Employment Agreement dated December 18, 2008 between the Company and Michael K. Wolf.
	10.5.6+	Sixth Amendment to Employment Agreement dated January 28, 2009 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.3 of the Company's Current Report on Form 8-K filed on February 3, 2009).
	10.6+	Amended and Restated Executive Employment Agreement dated as of January 28, 2009 between Company and James A. Wilhelm (incorporated by reference to exhibit 10.3 of the Company's Current Report of Form 8-K filed on February 3, 2009).
	10.7+	Employment Agreement dated May 18, 1998 between the Company and Robert N. Sacks (incorporated by reference to exhibit 10.24 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
	10.7.1+	First Amendment to Employment Agreement dated as of November 7, 2001 between the Company and Robert N. Sacks (incorporated by reference to exhibit 10.25 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
	10.7.2+	Second Amendment to Employment Agreement dated as of August 1, 2003 between the Company and Robert N. Sacks (incorporated by reference to exhibit 10.7.2 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.7.3*+	Third Amendment to Employment Agreement dated as of April 1, 2005 between the Company and Robert N. Sacks.

89

Exhibit Number		Description
	10.7.4*+	Fourth Amendment to Employment Agreement dated as of December 29, 2008 between the Company and Robert N. Sacks.
	10.7.5*+	Fifth Amendment to Employment Agreement dated as of January 28, 2009 between the Company and Robert N. Sacks.
	10.8+	Amended and Restated Executive Employment Agreement dated as of December 1, 2002 between the Company and John Ricchiuto (incorporated by reference to exhibit 10.22.2 of the Company's Annual Report on Form 10-K filed for December 31, 2002).
	10.8.1+	First Amendment to Amended and Restated Executive Employment Agreement dated as of April 11, 2005, between the Company and John Ricchiuto (incorporated by reference to exhibit 10.3 of the Company's Current Report on Form 8-K filed on March 7, 2005).
	10.9+	Amended and Restated Employment Agreement dated March 1, 2005, between the Company and Steven A. Warshauer (incorporated by reference to exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 7, 2005).
	10.10+	Amended and Restated Executive Employment Agreement dated as of May 18, 2006 between the Company and Edward E. Simmons (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 24, 2006).
	10.11+	Amended and Restated Employment Agreement between the Company and G. Marc Baumann dated as of October 1, 2001 (incorporated by reference to exhibit 10.27 to the Company's Annual Report on Form 10-K filed for December 31, 2001).
	10.11.1*+	First Amendment to Amended and Restated Employment Agreement between the Company and G. Marc Baumann dated as of December 29, 2008.
	10.11.2+	Second Amendment to Amended and Restated Employment Agreement between the Company and G. Marc Baumann dated as of January 28, 2009 (incorporated by reference to exhibit 10.2 of the Company's Current Report on Form 8-K filed on February 3, 2009).
	10.12+	Amended and Restated Executive Employment Agreement dated as of March 1, 2005, between the Company and Thomas L. Hagerman (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on March 7, 2005).
	10.12.1+	First Amendment to Amended and Restated Executive Employment Agreement dated October 1, 2007 between the Company and Thomas Hagerman (incorporated by reference to exhibit 10.1 to the Company's Quarterly Report on Form 10Q filed for September 30, 2007).
	10.13+	Long-Term Incentive Plan dated as of May 1, 2004 (incorporated by reference to exhibit 10.12 of Amendment No. 1 to the Company's Registration Statement on Form S-1, File No. 333-112652, filed on May 10, 2004).
	10.13.1+	Long-Term Incentive Plan Amendment effective as of April 22, 2008 (incorporated by reference to Appendix B of the Company's 2008 Proxy on Form DEF 14A, filed on April 1, 2008).
	10.14+	Form of Amended and Restated Stock Option Award Agreement between the Company and an optionee (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on November 21, 2005).

90

Exhibit Number		Description
	10.14.1+	Form of First Amendment to the Amended and Restated Stock Option Award Agreement between the Company and an optionee (incorporated by reference to exhibit 10.2 of the Company's Current Report on Form 8-K filed on November 21, 2005).
	10.15	Consulting Agreement dated as of October 16, 2001 between the Company and Shoreline Enterprises, LLC (incorporated by reference to exhibit 10.36 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
	10.15.1	Amendment to Consulting Agreement dated as of May 10, 2004 between the Company and Shoreline Enterprises, LLC (incorporated by reference to exhibit 10.14.1 of the Company's Annual Report on Form 10-K filed for December 31, 2004).
	10.16	Executive Parking Management Agreement dated as of May 1, 1998 by and among the Company, D&E Parking, Edward E. Simmons and Dale G. Stark (incorporated by reference to exhibit 10.32 of the Company's Annual Report on Form 10-K filed for December 31, 2002).
	10.16.1	First Amendment to Executive Parking Management Agreement dated as of August 1, 1999 by and among the Company, D&E Parking, Edward E. Simmons and Dale G. Stark (incorporated by reference to exhibit 10.32.1 to the Company's Annual Report on Form 10-K filed for December 31, 2002).
	10.17	Consulting Agreement effective as of May 1, 2007 by and among the Company, D&E Parking, Inc. and Dale G. Stark (incorporated by reference to exhibit 10.17 of the Company's Annual Report on Form 10-K for December 31, 2007).
	10.18	Property Management Agreement dated as of September 1, 2003 between the Company and Paxton Plaza, LLC (incorporated by reference to exhibit 10.19 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.19	Property Management Agreement dated as of September 1, 2003 between the Company and Infinity Equities, LLC (incorporated by reference to exhibit 10.20 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.20	Agreement of Lease dated as of June 4, 1998 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank. (incorporated by reference to exhibit 10.21 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.20.1	First Amendment to Agreement of Lease dated as of May 1, 1999 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank (incorporated by reference to exhibit 10.21.1 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.20.2	Second Amendment to Agreement of Lease dated as of July 27, 2000 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank (incorporated by reference to exhibit 10.21.2 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).

91

Exhibit Number		Description
	10.20.3	Third Amendment to Agreement of Lease dated as of September 11, 2003 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank (incorporated by reference to exhibit 10.21.3 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.21+	Employment Agreement dated May 7, 2004 between the Company and John V. Holten (incorporated by reference to exhibit 10.23 of Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-112652, filed on May 18, 2004).
	10.21.1+	Side Letters dated May 7, 2004 related to the Employment Agreement dated May 7, 2004 between the Company and John V. Holten (incorporated by reference to exhibit 10.23.1 of Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-112652, filed on May 18, 2004).
	10.22+	Consulting Agreement dated as of March 1, 2004 between the Company and Gunnar E. Klintberg (incorporated by reference to exhibit 10.24 of Amendment No. 1 to the Company's Registration Form S-1, File No. 333-112652, filed on May 10, 2004).
	10.22.1+	First Amendment to Consulting Agreement dated March 15, 2006 between the Company and Gunnar E. Klintberg (incorporated by reference to exhibit 10.24.1 of the Company's Current Report on Form 8-K filed on March 16, 2006).
	10.23	Form of Registration Rights Agreement dated as of May 27, 2004 between the Company and Steamboat Industries LLC (incorporated by reference to exhibit 10. 26 of Amendment No. 3 to the Company's Registration Statement on Form S-1, File No. 333-112652, filed on May 24, 2004).
	10.24	Stock Repurchase Agreement dated as of December 31, 2007, by and between the Company and Steamboat Industries LLC (incorporated by reference to exhibit 10.1 of the Company's Current Report on form 8-K filed on January 3, 2008).
	10.25	Form of Property Management Agreement (incorporated by reference to exhibit 10.30 of the Company's Annual Report on Form 10-K filed on March 10, 2006).
	10.26	Standard Parking Corporation Restricted Stock Unit Agreement dated as of July 1, 2008 (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on July 2, 2008.
	10.27*	Guaranty Agreement of APCOA/Standard Parking, Inc. dated as of March 2000 to and for the benefit of the State of Connecticut, Department of Transportation.
	10.28*	Construction, Financing and Operating Special Facility Lease Agreement dated as of March 2000 between the State of Connecticut Department of Transportation and APCOA Bradley Parking Company, LLC.
	10.29*	Trust Indenture dated March 1, 2000 between State of Connecticut and First Union National Bank as Trustee
	14.1	Code of Ethics (incorporated by reference to exhibit 14.1 of the Company's Annual Report on Form 10-K for December 31, 2002).
	21.1*	Subsidiaries of the Company.
	23*	Consent of Independent Registered Public Accounting Firm dated as of March 12, 2009.

92

Exhibit Number		Description
	31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by James A. Wilhelm.
	31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by G. Marc Baumann.
	31.3*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Daniel R. Meyer.
	32*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by James A. Wilhelm, G. Marc Baumann and Daniel R. Meyer.

*

Filed herewith.

+

Management contract or compensation plan, contract or arrangement.

93

INDEX TO HISTORICAL FINANCIAL STATEMENTS

Standard Parking Corporation
Report of Independent Registered Public Accounting Firm	95
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting	96
Consolidated Balance Sheets as of December 31, 2008 and 2007	97
Consolidated Statements of Income for each of the three years in the period ended December 31, 2008	98
Consolidated Statements of Stockholders' Equity for each of the three years in the period ended December 31, 2008	99
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2008	100
Notes to Consolidated Financial Statements	101

94

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Standard Parking Corporation

        We have audited Standard Parking Corporation's internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Standard Parking Corporation's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Form 10-K. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, Standard Parking Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Standard Parking Corporation as of December 31, 2008, and 2007, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2008, and our report dated March 12, 2009 expressed an unqualified opinion thereon.

	/s/ ERNST & YOUNG LLP
Chicago, Illinois March 12, 2009

95

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Standard Parking Corporation

        We have audited the accompanying consolidated balance sheets of Standard Parking Corporation (Company) as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2008. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

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

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Standard Parking Corporation at December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        As discussed in Note H to the consolidated financial statements, effective January 1, 2007, the Company adopted Financial Accounting Standards Board Interpretation No. 48, "Accounting for Uncertainty in Income Taxes".

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Standard Parking Corporation's internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 12, 2009, expressed an unqualified opinion thereon.

	/s/ ERNST & YOUNG LLP
Chicago, Illinois March 12, 2009

96

STANDARD PARKING CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except for share and per share data)

			December 31,
			2008			2007
ASSETS
Current assets:
	Cash and cash equivalents		$	8,301		$	8,466
	Notes and accounts receivable, net			45,198			42,706
	Prepaid expenses and supplies			2,496			2,765
	Deferred taxes			3,253			6,247
		Total current assets		59,248			60,184
Leasehold improvements, equipment and construction in progress, net				17,542			15,695
Other assets:
	Advances and deposits			4,433			1,382
	Long-term receivables, net			6,680			4,854
	Intangible and other assets, net			6,916			4,350
	Cost of contracts, net			10,872			7,688
	Goodwill			123,550			119,890
	Deferred taxes			—			1,345
				152,451			139,509
		Total assets	$	229,241		$	215,388
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	46,446		$	42,941
	Accrued rent			4,279			5,438
	Compensation and payroll withholdings			9,331			10,017
	Property, payroll and other taxes			2,891			2,137
	Accrued insurance			6,840			6,949
	Accrued expenses			8,016			8,654
	Current portion of obligations under senior credit facility and other			120			139
	Current portion of capital lease obligations			948			1,799
		Total current liabilities		78,871			78,074
Deferred taxes				3,305			—
Long-term borrowings, excluding current portion:
	Obligations under senior credit facility			120,600			74,150
	Capital lease obligations			2,091			2,850
	Other			1,305			1,425
				123,996			78,425
Other long-term liabilities				22,052			19,550
Stockholders' equity(1):
	Common stock, par value $.001 per share; 21,300,000 shares authorized; 16,110,781 and 18,371,308 shares issued and outstanding as of December 31, 2008, and 2007, respectively			16			18
	Additional paid-in capital			103,541			150,520
	Accumulated other comprehensive income			85			482
	Treasury stock, at cost, 627,423 and 48,474 shares as of December 31, 2008 and 2007, respectively			(11,161	)		(1,172	)
	Accumulated deficit			(91,464	)		(110,509	)
		Total stockholders' equity		1,017			39,339
		Total liabilities and stockholders' equity	$	229,241		$	215,388

(1)

Adjusted to reflect the effect of the 2-for-1 stock split in January 2008. See Note A-Stock Split for additional information.

See Notes to Consolidated Financial Statements.

97

STANDARD PARKING CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except for share and per share data)

			Years Ended December 31,
			2008			2007			2006
Parking services revenue:
	Lease contracts		$	154,311		$	145,327		$	153,336
	Management contracts			145,828			119,612			106,554
	Reimbursed management contract expense			400,621			356,782			346,055
		Total revenue		700,760			621,721			605,945
Costs and expenses:
	Cost of parking services:
		Lease contracts		140,058			129,550			139,043
		Management contracts		69,285			49,726			44,990
		Reimbursed management contract expense		400,621			356,782			346,055
		Total cost of parking services		609,964			536,058			530,088
	Gross profit:
		Lease contracts		14,253			15,777			14,293
		Management contracts		76,543			69,886			61,564
		Total gross profit		90,796			85,663			75,857
General and administrative expenses(1)				47,619			44,796			41,228
Depreciation and amortization				6,059			5,335			5,638
		Total costs and expenses		663,642			586,189			576,954
Operating income				37,118			35,532			28,991
Other expenses (income):
	Interest expense			6,476			7,056			8,296
	Interest income			(173	)		(610	)		(552	)
				6,303			6,446			7,744
Minority interest				148			446			376
Income before income taxes				30,667			28,640			20,871
Income tax expense (benefit)				11,622			11,267			(14,880	)
Net income			$	19,045		$	17,373		$	35,751
Common stock data(2):
Net income per share:
Basic			$	1.10		$	0.92		$	1.79
Diluted			$	1.07		$	0.90		$	1.75
Weighted average shares outstanding:
Basic				17,325,235			18,831,667			19,967,286
Diluted				17,731,473			19,289,076			20,492,520

(1)

Non-cash stock based compensation expense of $1,509, $463 and $480 for the years ended December 31, 2008, 2007 and 2006, respectively, is included in general and administrative expenses.

(2)

Share and per share amounts have been retroactively adjusted for the effect of the 2-for-1 stock split in January 2008. See Note-A Stock Split for additional information.

See Notes to Consolidated Financial Statements.

98

STANDARD PARKING CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except for share and per share data)

	Common Stock(1)												Treasury Stock(1)
										Accumulated Other Comprehensive Income (Loss)
	Number of Shares			Per Share Par Value			Additional Paid-In Capital						Number of Shares			Amount			Accumulated Deficit			Total
Balance (deficit) at December 31, 2005		20,252,964		$	20		$	187,606		$	419			—			—		$	(163,633	)	$	24,412
Net income																				35,751			35,751
Foreign currency translation adjustments											11												11
Revaluation of interest rate cap											(291	)											(291	)
Comprehensive income																							35,471
Repurchase and retirement of common stock		(1,157,632	)		(1	)		(19,362	)														(19,363	)
Repurchase of common stock														32,200			(647	)					(647	)
Proceeds from exercise of stock options		148,266			—			506															506
Non-cash stock-based compensation expense								480															480
Tax benefit from exercise of stock options								394															394
Balance (deficit) at December 31, 2006		19,243,598		$	19		$	169,624		$	139			32,200		$	(647	)	$	(127,882	)	$	41,253
Net income																				17,373			17,373
Foreign currency translation adjustments											272												272
Revaluation of interest rate cap											71												71
Comprehensive income																							17,716
Repurchase and retirement of common stock		(1,130,642	)		(1	)		(21,593	)					(32,200	)		647						(20,947	)
Repurchase of common stock														48,474			(1,172	)					(1,172	)
Proceeds from exercise of stock options		228,654			—			996															996
Issuance of restricted stock		25,849			—																		—
Common stock issued under the long-term incentive plan		3,849			—			74															74
Stock-based compensation related to restricted stock								107															107
Non-cash stock-based compensation expense								282															282
Tax benefit from exercise of stock options								1,030															1,030
Balance (deficit) at December 31, 2007		18,371,308		$	18		$	150,520		$	482			48,474		$	(1,172	)	$	(110,509	)	$	39,339
Net income																				19,045			19,045
Foreign currency translation adjustments											(490	)											(490	)
Revaluation of interest rate cap											93												93
Comprehensive income																							18,648
Repurchase and retirement of common stock		(2,429,993	)		(2	)		(50,033	)					(48,474	)		1,172						(48,863	)
Repurchase of common stock														627,423			(11,161	)					(11,161	)
Proceeds from exercise of stock options		152,182			—			722															722
Issuance of stock grants		17,284			—			355															355
Stock-based compensation related to long-term incentive plan								107															107
Non-cash stock-based compensation related to restricted stock units								991															991
Non-cash stock-based compensation expense								1															1
Tax benefit from exercise of stock options								878															878
Balance (deficit) at December 31, 2008		16,110,781		$	16		$	103,541		$	85			627,423		$	(11,161	)	$	(91,464	)	$	1,017

(1)

Adjusted to reflect the effect of the 2-for-1 stock split in January 2008. See Note A—Stock Split for additional information.

See Notes to Consolidated Financial Statements.

99

STANDARD PARKING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except for share and per share data)

				Year Ended December 31,
				2008			2007			2006
Operating activities
Net income				$	19,045		$	17,373		$	35,751
Adjustments to reconcile net income to net cash provided by operations:
	Depreciation and amortization				5,475			5,187			5,270
	Loss (gain) on sale of assets				525			(474	)		368
	Amortization of debt issuance costs				449			275			525
	Amortization of carrying value in excess of principal				—			—			(109	)
	Non-cash stock-based compensation				1,509			463			480
	Write off of debt issuance costs				13			—			416
	Write off of carrying value in excess of principal related to the 91/4% senior subordinated notes				—			—			(352	)
	Provision (reversal) for losses on accounts receivable				250			202			(181	)
	Excess tax benefit related to stock option exercises				(878	)		(1,030	)		—
	Deferred income taxes				7,644			8,945			(15,743	)
		Changes in operating assets and liabilities:
			Notes and accounts receivable		(4,568	)		(2,682	)		707
			Prepaid assets		386			(473	)		(296	)
			Other assets		(3,020	)		(2,171	)		(145	)
			Accounts payable		3,505			9,389			1,993
			Accrued liabilities		(1,006	)		1,269			122
Net cash provided by operating activities					29,329			36,273			28,806
Investing activities
Purchase of leasehold improvements and equipment					(6,303	)		(4,517	)		(2,162	)
Proceeds from the sale of assets					264			165			213
Acquisitions					(6,318	)		(6,202	)		—
Cost of contracts purchased					(566	)		—			—
Contingent purchase payments					(64	)		(102	)		(301	)
Net cash used in investing activities					(12,987	)		(10,656	)		(2,250	)
Financing activities
Proceeds from exercise of stock options					722			996			506
Repurchase of common stock					(60,024	)		(22,119	)		(20,010	)
Repurchase Series D convertible redeemable preferred stock					—			—			(1	)
Proceeds from (payments on) senior credit facility					46,450			(2,900	)		43,450
Payments on long-term borrowings					(139	)		(130	)		(383	)
Payments on joint venture borrowings					—			—			(758	)
Payments of debt issuance costs					(2,352	)		(73	)		(737	)
Payments on capital leases					(1,550	)		(2,285	)		(2,477	)
Tax benefit related to stock option exercise					878			1,030			—
Repurchase 91/4% senior subordinated notes					—			—			(48,877	)
Net cash used in financing activities					(16,015	)		(25,481	)		(29,287	)
Effect of exchange rate changes on cash and cash equivalents					(492	)		272			12
(Decrease) increase in cash and cash equivalents					(165	)		408			(2,719	)
Cash and cash equivalents at beginning of year					8,466			8,058			10,777
Cash and cash equivalents at end of year				$	8,301		$	8,466		$	8,058
Cash paid for:
	Interest			$	8,686		$	7,240		$	9,303
	Income taxes				2,564			1,145			572
Supplemental disclosures of non-cash activity:
	Debt issued for capital lease obligations			$	0		$	30		$	3,631

See Notes to Consolidated Financial Statements.

100

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note A. Significant Accounting Policies

        Standard Parking Corporation ("Standard" or "the Company"), and its subsidiaries and affiliates manage, operate and develop parking properties throughout the United States and Canada. The Company is a majority-owned subsidiary of Steamboat Industries LLC. The Company provides on-site management services at multi-level and surface facilities for all major markets of the parking industry. The Company manages approximately 2,200 locations, across the United States and Canada.

Principles of Consolidation

        The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures in which the Company has more than 50% ownership interest. Minority interest recorded in the consolidated statements of income is the joint venture partner's non-controlling interest in consolidated joint ventures. We have interests in twelve joint ventures, each of which operates between one and twenty-two parking facilities. Of the twelve joint ventures, nine are majority owned by us and are consolidated into our financial statements, and three are single purpose entities where we have a 50% interest or a minority interest. Investments in joint ventures where the Company has a 50% or less non-controlling ownership interest are accounted for under the equity method. All significant intercompany profits, transactions and balances have been eliminated in consolidation.

Variable Interest Entities

Equity	Commencement of Operations	Nature of Activities	% Ownership			Locations
Other Investments in VIE's	Sep 93 - June 08	Management of parking lots, shuttle operations and parking meters		50.0	%	Various states

        The existing three VIE's in which we have a variable interest are not consolidated into our financial statements because we are not the primary beneficiary.

Parking Revenue

        The Company's revenues are primarily derived from leased locations, managed properties and the providing of ancillary services, such as accounting, equipment leasing, payments received for exercising termination rights, consulting development fees, gains on sales of contracts, insurance and other value-added services. In accordance with SEC Staff Accounting Bulletin 104, "Revenue Recognition", revenue is recognized when persuasive evidence of an arrangement exists, the fees are fixed or determinable, collectibility is reasonably assured and as services are provided. The Company recognizes gross receipts (net of taxes collected from customers) as revenue from leased locations, and management fees for parking services, as the related services are provided. Ancillary services are earned from management contract properties and are recorded as revenue as those services are provided. From time to time, the Company also recognizes gains on sales of parking contracts and development fees which are recorded as management contract revenue as those services are provided and/or earned ($0 in 2008 and $622 in 2007 and $0 in 2006). Development fees are revenue received from a customer for which we have provided certain consulting services as part of our offerings of

101

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note A. Significant Accounting Policies (Continued)

ancillary management services. The gains from sales of contracts are for these contracts for which we have no asset basis or ownership interest and would be received as part of a formula buy-out in the contract in order for the owner to terminate the contract prior to its expiration.

Cost of Parking Services

        The Company recognizes costs for leases and non-reimbursed costs from managed facilities as cost of parking services. Cost of parking services consists primarily of rent and payroll related costs.

Advertising Costs

        Advertising costs are expensed as incurred and are included in general and administrative expenses. Advertising expenses aggregated $195, $191 and $261 for 2008, 2007 and 2006, respectively.

Stock Based Compensation

        The Company accounts for share-based payment awards in accordance with SFAS No. 123R, "Share-Based Payment," as interpreted by SAB No. 107. Under the provisions of SFAS No. 123R, share-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period) for awards expected to vest (considering estimated forfeitures). (See Note R).

Cash and Cash Equivalents

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

Allowance for Doubtful Accounts

        Accounts receivable, net of the allowance for doubtful accounts, represents our estimate of the amount that ultimately will be realized in cash. Management reviews the adequacy of its allowance for doubtful accounts on an ongoing basis, using historical collection trends, aging of receivables, and a review of specific accounts, and makes adjustments in the allowance as necessary. Changes in economic conditions or other circumstances could have an impact on the collection of existing receivable balances or future allowance considerations. As of December 31, 2008 and 2007, the Company's allowance for doubtful accounts was $3,866 and $3,617, respectively.

Leasehold Improvements, Equipment, and Construction in Progress, net

        Leasehold improvements and equipment are stated at cost less accumulated depreciation and amortization. Equipment is depreciated on the straight-line basis over the estimated useful lives of approximately 5 years on average. Leasehold improvements are amortized on the straight-line basis over the terms of the respective leases or the service lives of the improvements, whichever is shorter (average of approximately 7 years). Assets under capital leases are amortized on the straight-line basis

102

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note A. Significant Accounting Policies (Continued)

over the shorter of the terms of the respective leases or the service lives of the asset and is included in depreciation expense.

        Costs associated with internal-use software are accounted for in accordance with Statement of Position No. 98-1 ("SOP 98-1"), "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use."

Cost of Contracts

        Cost of parking contracts are amortized on a straight-line basis over the weighted average contract life which is 10 years for the year ending December 31, 2008 and 7 years for the year ending December 31, 2007. Amortization expense was $1,344, $1,087 and $1,138 in 2008, 2007 and 2006, respectively.

Goodwill

        Goodwill comprises of the excess of costs over the fair value of net assets of the acquired businesses. The Company performs goodwill impairment tests on at least an annual basis, or more frequently if facts and circumstances indicate that the assets may be impaired using the two-step process prescribed in Statement of Financial Accounting Standards ("SFAS No. 142") "Goodwill and Other intangibles" For the years ended December 31, 2008, 2007 and 2006, the Company measured the fair value of its reporting segments in the fourth quarter and determined that the fair value of its reporting segments was greater than their carrying value and therefore no impairment of goodwill existed.

Long Lived and Finite-Lived Intangible Assets

        Long-lived assets and identifiable intangibles with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or group of assets to future undiscounted net cash flows expected to be generated by the asset or group of assets. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Debt Issuance Costs

        The costs of obtaining financing are capitalized and amortized as interest expense over the term of the respective financing using the interest rate method. Debt issuance costs of $2,776 and $885 at December 31, 2008 and 2007, respectively, are included in intangibles and other assets in the consolidated balance sheets and are reflected net of accumulated amortization. Amortization expense was $449, $275 and $525 at December 31, 2008, 2007 and 2006, respectively.

103

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note A. Significant Accounting Policies (Continued)

Financial Instruments

        The carrying values of cash, accounts receivable and accounts payable are reasonable estimates of their fair value due to the short-term nature of these financial instruments. Other long-term debt has a carrying value that approximates fair value because these instruments bear interest at market rates.

Foreign Currency Translation

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

Interest Rate Caps

        We use a variable rate senior credit facility to finance our operations. This facility exposes us to variability in interest payments due to changes in interest rates. If interest rates increase, interest expense increases and conversely, if interest rates decrease, interest expense also decreases. We believe that it is prudent to limit the exposure of an increase in interest rates.

        To meet this objective, we entered into an interest rate cap transaction with Bank of America, N.A. in 2005, allowing us to continue to take advantage of LIBOR based pricing under our Credit Agreement while hedging our interest rate exposure on a portion of our borrowings under the Credit Agreement ("Rate Cap Transaction"). Under the Rate Cap Transaction, we received payments from Bank of America at the end of each quarterly period to the extent that the prevailing three month LIBOR during that period exceeded our cap rate. The Rate Cap Transaction capped our LIBOR rate on a $30,000 principal balance at 2.5% for a total of 18 months, which matured on July 12, 2006, and for which we recognized a gain of $290 over the life of the cap. For the year ended December 31, 2006, we recognized a gain of $152 which was reported as a reduction of interest expense in the Consolidated Statement of Income. The Rate Cap Transaction began as of January 12, 2005 and settled each quarter on a date that coincided with our quarterly interest payment dates under the Credit Agreement.

        In 2006 we entered into an additional Rate Cap Transaction with Bank of America, which allows us to limit our exposure on a portion of our borrowings under the Credit Agreement. Under this Rate Cap Transaction, we receive payments from Bank of America each quarterly period to the extent that the prevailing three month LIBOR during that period exceeds our cap rate of 5.75%. This Rate Cap Transaction caps our LIBOR interest rate on a notional amount of $50,000 at 5.75% for a total of 36 months. The Rate Cap Transaction began as of August 4, 2006 and settles each quarter on a date that coincides with our quarterly interest payment dates under the Credit Agreement. This Rate Cap Transaction is classified as a cash flow hedge, and we calculate the effectiveness of the hedge on a quarterly basis. The ineffective portion of the cash flow hedge is recognized in current period earnings as an increase of interest expense.

104

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note A. Significant Accounting Policies (Continued)

        At December 31, 2008, the fair value of the Rate Cap Transaction was immaterial. Total changes in the fair value of the Rate Cap Transaction at December 31, 2008 was $300, of which $158 was recorded as an increase of interest expense in the consolidated statement of income for the year ended December 31, 2008. $83 of this change was due to hedge ineffectiveness.

        At December 31, 2007, the fair value of the Rate Cap Transaction was immaterial. Total changes in the fair value of the Rate Cap Transaction as of December 31, 2007 was $300, of which $93 was reflected in accumulated other comprehensive income, net of tax, on the consolidated balance sheet. $100 and $42 of this change was recorded as an increase of interest expense in the consolidated statement of income for the years ended December 31, 2007 and 2006, respectively.

        We do not enter into derivative instruments for any purpose other than cash flow hedging purposes.

Use of Estimates

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

Insurance Reserves

        The Company purchases comprehensive liability insurance covering certain claims that occur at parking facilities the Company leases or manages. In addition, the Company purchases umbrella/excess liability coverage. The Company's various liability insurance policies have deductibles of up to $250 that must be met before the insurance companies are required to reimburse the Company for costs incurred relating to covered claims. As a result, the Company is, in effect, self-insured for all claims up to the deductible levels. The Company applies the provisions of SFAS No. 5, Accounting for Contingencies, in determining the timing and amount of expense recognition associated with claims against the Company. The expense recognition is based upon the Company's determination of an unfavorable outcome of a claim being deemed as probable and capable of being reasonably estimated, as defined in SFAS No. 5. This determination requires the use of judgment in both the estimation of probability and the amount to be recognized as an expense. The Company utilizes historical claims experience along with regular input from third party insurance advisors in determining the required level of insurance reserves. Future information regarding historical loss experience may require changes to the level of insurance reserves and could result in increased expense recognition in the future.

Contingencies

        The Company is subject to litigation in the normal course of our business. The Company applies the provisions of SFAS No. 5, Accounting for Contingencies, in determining the recognition and measurement of expense recognition associated with legal claims against the Company. Management uses guidance from internal and external legal counsel on the potential outcome of litigation in

105

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note A. Significant Accounting Policies (Continued)

determining the need to record liabilities for potential losses and the disclosure of pending legal claims. (See Note L).

Recent Accounting Pronouncements

        In September 2006, the FASB issued Statement of Financial Accounting Standards, Fair Value Measurements ("Statement No. 157"). Statement No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The statement does not require new fair value measurements, but is applied to the extent that other accounting pronouncements require or permit fair value measurements. The statement emphasizes that fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability. Companies will be required to disclose the extent to which fair value is used to measure assets and liabilities, the inputs used to develop the measurements, and the effect of certain of the measurements on earnings (or changes in net assets) for the period. Certain requirements of Statement No. 157 are required for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The effective date for other requirements of Statement No. 157 has been deferred for one year by the FASB. The Company adopted the sections of Statement No. 157 which are effective for fiscal years beginning after November 15, 2007 and there was no impact on the Company's consolidated financial statements. The Company is currently evaluating the impact of the delayed Sections of Statement No. 157 on its consolidated financial statements, but is not yet in a position to determine the impact of its adoption.

        In December 2007, the FASB issued Statement No. 141 (Revised 2007), Business Combinations ("Statement No. 141R"), effective prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Statement No. 141R establishes principles and requirements on how an acquirer recognizes and measures in its financial statements identifiable assets acquired, liabilities assumed, noncontrolling interests in the acquiree, goodwill or gain from a bargain purchase and accounting for transaction costs. Additionally, Statement No. 141R determines what information must be disclosed to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company adopted Statement No. 141R on January 1, 2009. The impact of the adoption of Statement No. 141R will depend on the nature and extent of business combinations occurring on or after the effective date.

        In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. ("Statement No. 160") Statement No. 160 requires entities to report noncontrolling (minority) interests as a component of shareholders' equity on the balance sheet; include all earnings of a consolidated subsidiary in consolidated results of operations; and treat all transactions between the parent and its noncontrolling interest holder that increase or decrease the noncontrolling interest as equity provided the parent does not lose control. Statement No. 160 is effective for fiscal years beginning on or after December 15, 2008, must be adopted concurrently with SFAS 141R, and adoption is prospective only; however, presentation and disclosure requirements described above must be applied retrospectively. The Company has evaluated the impact

106

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note A. Significant Accounting Policies (Continued)

that Statement No. 160 will have on its financial statements and disclosures and determined that the impact will not be material.

Reclassification

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

Stock Split

        On December 4, 2007, the Board of Directors declared a 2-for-1 stock split in the form of a 100% common stock dividend to stockholders of record as of the close of business on January 8, 2008, which was distributed on January 17, 2008. All share and per share data included in the consolidated financial statements and accompanying notes have been adjusted to reflect this stock split.

Note B. Net Income Per Common Share

        In accordance with SFAS No.128, Earnings Per Share ("EPS"), basic net income per share is computed by dividing net income by the weighted daily average number of shares of common stock outstanding during the year. Diluted net income per share is based upon the weighted daily average number of shares of common stock outstanding for the year plus dilutive potential common shares, including stock options and restricted stock units using the treasury-stock method.

        A reconciliation of the weighted average basic shares outstanding to the weighted average diluted shares outstanding is as follows:

		Year Ended December 31,
		2008		2007		2006
		(in thousands except for share and per share data)
Net income		$	19,045	$	17,373	$	35,751
Weighted average basic shares outstanding			17,325,235		18,831,667		19,967,286
Effect of dilutive stock options and restricted stock units			406,238		457,409		525,234
Weighted average diluted shares outstanding			17,731,473		19,289,076		20,492,520
Net income per share:
	Basic	$	1.10	$	0.92	$	1.79
	Diluted	$	1.07	$	0.90	$	1.75

        There were no anti-dilutive shares for the years ended December 31, 2008, 2007 and 2006.

        The dilutive effect of the one-time grant of 755,000 restricted stock units is 47,032 shares and is reflected in diluted EPS by application of the treasury stock method pursuant to paragraph 17 of SFAS No. 128.

107

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note B. Net Income Per Common Share (Continued)

        For the years ended December 31, 2008 and 2007, 18,777 and 25,849 shares, respectively, of performance based restricted stock were not included in the computation of weighted diluted common share amounts because the number of shares ultimately issued is contingent on the Company's performance goals, which were not achieved as of that date. There were no performance based restricted stock awards issued and outstanding in 2006.

        There are no additional securities that could dilute basic EPS in the future that were not included in the computation of diluted EPS, other than those disclosed.

Note C. Leasehold Improvements, Equipment and Construction in Progress, net

        A summary of leasehold improvements, equipment, and construction in progress and related accumulated depreciation and amortization is as follows:

		December 31
	Ranges of Estimated useful life	2008			2007
Equipment	2 - 10 years	$	29,615		$	30,234
Leasehold improvements	Shorter of lease term or economic life up to 10 years		10,340			10,082
Construction in progress			6,517			4,129
			46,472			44,445
Less accumulated depreciation and amortization			(28,930	)		(28,750	)
Leasehold improvements, equipment and construction in progress, net		$	17,542		$	15,695

        Depreciation expense was $4,403, $4,200 and $4,481 in 2008, 2007 and 2006, respectively. Depreciation includes losses on abandonments of leasehold improvements and equipment of $584, $148 and $368 in 2008, 2007 and 2006, respectively.

Note D. Cost of Contracts, net

        Cost of contracts represents the contractual rights associated with providing parking services at a managed or leased facility. Cost consists of either capitalized payments made to third parties or the value ascribed to contracts acquired through acquisition. Cost of contracts are amortized over the estimated life of the contracts, including anticipated renewals and terminations.

108

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note D. Cost of Contracts, net (Continued)

        The balance of cost of contracts is comprised of the following:

	December 31,
	2008			2007
Cost of contracts	$	15,303		$	39,953
Accumulated amortization		(4,431	)		(32,265	)
Cost of contracts, net	$	10,872		$	7,688

        During 2008, we retired fully amortized contracts in the amount of $29,177 that had expired.

        The expected future amortization of cost of contracts is as follows:

	Cost of Contract
2009	$	1,517
2010		1,509
2011		1,379
2012		1,105
2013		1,082
2014 and Thereafter		4,280
Total	$	10,872

Note E. Acquisitions

        During the year ended December 31, 2008, the Company completed two acquisitions. Consideration for all acquisitions was $8,505 of which $6,008 was paid in cash and $2,497 in a discounted non-interest bearing note to be paid in the annual installments of $600, commencing February 2009 and an estimated $187 to be paid in the future based upon financial performance compared to forecast. In addition, the Company paid and capitalized $310 in acquisition costs. A summary of the acquisitions follows:

•

In November 2008, we acquired certain assets of Downtown Valet, LLC, a valet operator in Seattle, Washington.

•

In February 2008, we acquired certain assets of G.O. Parking, a parking operator in Chicago, Illinois.

        The acquisitions of Downtown Valet, LLC and G.O. Parking represent acquisitions of businesses, as defined by EITF Issue No. 98-3.

        These acquisitions consisted of goodwill of $3,007, cost of contract of $5,314, intangible assets of $233 and equipment of $261. At December 31, 2008, we accrued for a contingency payment of $225 related to a 2007 acquisition.

        During the year ended December 31, 2007, the Company completed four acquisitions and purchased certain assets of a valet operation in Seattle, Washington. Consideration for all acquisitions

109

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note E. Acquisitions (Continued)

was approximately $6,550, ($5,928 paid in cash and $622 through the sale of certain contract rights in a non-cash transaction) with an estimated $1,525 to be paid in the future based upon financial performance compared to forecast of which $64 has been paid in 2008. In addition, the Company paid and capitalized $274 in acquisition costs. A summary of the acquisitions follows:

•

In September 2007, we acquired certain assets of Downtown Parking, LLC, a parking operator in Chicago, Illinois.

•

In September 2007, we acquired certain assets of Alliance International Security, Inc., a regional security services firm based in Los Angeles, California.

•

In July 2007, we acquired contract rights for certain locations in Los Angeles, California from a related party.

•

In July 2007, we acquired certain valet parking locations in Honolulu, Hawaii.

        These acquisitions consisted of goodwill of $1,252, cost of contract of $5,195, intangible assets of $260, and equipment of $117.

        The acquisitions for 2008 and 2007 were accounted for using the purchase method of accounting. The Company financed the acquisitions through additional term borrowings under the senior credit facility and existing cash. The results of operations of these acquisitions are included in the Company's consolidated statement of income from the date of acquisition. None of the acquisitions, either individually or in the aggregate is considered material to the Company.

Note F. Borrowing Arrangements

        Long-term borrowings, in order of preference, consist of:

		Amount Outstanding
	Due Date	December 31, 2008		December 31, 2007
		(in thousands)
Senior credit facility	June 2013	$	120,600	$	74,150
Capital lease obligations	Various		3,039		4,649
Obligations on Seller notes and other	Various		1,425		1,564
			125,064		80,363
Less current portion			1,068		1,938
		$	123,996	$	78,425

Senior Credit Facility

        On July 15, 2008, we entered into an amended and restated credit agreement with a group of six banks: Bank of America, N.A., as administrative agent, issuing lender and as a lender; Wells Fargo Bank, N.A., as syndication agent, issuing lender and as a lender; Fifth Third Bank, as a lender; First Hawaiian Bank, as a lender; JPMorgan Chase Bank, N.A., as a lender; and U.S. Bank National

110

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note F. Borrowing Arrangements (Continued)

Association, as a lender. This credit agreement amended and restated our credit facility dated June 29, 2006.

        The senior credit facility was increased from $135,000 to $210,000. The $210,000 revolving credit facility will expire in July 2013. The revolving credit facility includes a letter of credit sub-facility with a sublimit of $50,000 and a swing line sub-facility with a sublimit of $10,000.

        This revolving credit facility bears interest, at our option, at either (1) LIBOR plus the applicable LIBOR Margin ranging between 2.00% and 3.50% depending on the ratio of our total funded indebtedness to our EBITDA from time to time ("Total Debt Ratio") or (2) the Base Rate (as defined below) plus the applicable Base Rate Margin ranging between 0.50% and 2.00% depending on our Total Debt Ratio. We may elect interest periods of one, two, three or six months for LIBOR based borrowings. The Base Rate is the greater of (i) the rate publicly announced from time to time by Bank of America, N.A. as its "prime rate", or (ii) the overnight federal funds rate plus 0.50%.

        The senior credit facility includes a fixed charge ratio covenant, a total debt to EBITDA ratio covenant, a limit on our ability to incur additional indebtedness, issue preferred stock or pay dividends, and certain other restrictions on our activities. We are required to repay borrowings under the senior credit facility out of the proceeds of future issuances of debt or equity securities and asset sales, subject to certain customary exceptions. The senior credit facility is secured by substantially all of our assets and all assets acquired in the future (including a pledge of 100% of the stock of our existing and future domestic guarantor subsidiaries and 65% of the stock of our existing and future foreign subsidiaries).

        At December 31, 2008 we are in compliance with all of our financial covenants.

        The weighted average interest rate on our senior credit facility at December 31, 2008 and 2007 was 3.6% and 5.4%, respectively. The rate includes all outstanding LIBOR contracts, interest rate cap effect and letters of credit. The weighted average interest rate on outstanding borrowings, not including letters of credit, was 3.8% and 6.5% at December 31, 2008 and 2007, respectively.

        At December 31, 2008, we had $20,767 of letters of credit outstanding under the senior credit facility, borrowings against the senior credit facility aggregated $120,600, and we had $68,633 available under the senior credit facility.

        We have entered into various financing agreements, which were used for the purchase of equipment.

Note G. Accumulated Other Comprehensive Income

        The components of accumulated other comprehensive income, net of tax, are as follows:

	2008		2007
Revaluation of interest rate cap	$	—	$	(93	)
Effect of foreign currency translation		85		575
Total	$	85	$	482

111

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note H. Income Taxes

        The components of income tax expense (benefit) for the years ended December 31, 2008, 2007 and 2006 were as follows:

		2008		2007		2006
Current provision:
	U.S. federal	$	2,797	$	901	$	298
	Foreign		401		497		374
	State		696		1,007		191
	Total current		3,894		2,405		863
Deferred provision (benefit):
	U.S. federal		6,961		8,018		(14,152	)
	Foreign		—		—		—
	State		767		844		(1,591	)
	Total deferred		7,728		8,862		(15,743	)
Income tax expense (benefit)		$	11,622	$	11,267	$	(14,880	)

        Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities as of December 31, 2008 and 2007 are as follows:

		2008			2007
		(in thousands)
Deferred tax assets:
	Net operating loss carry forwards	$	8,739		$	12,782
	Accrued expenses		6,360			6,871
	Accrued compensation		3,694			3,367
	Tax credit carry forwards		861			1,649
	Book over tax depreciation and amortization		626			1,114
	Accrued lease obligations		148			211
	Gross deferred tax assets		20,428			25,994
	Less: valuation allowance		(456	)		(608	)
	Total deferred tax asset		19,972			25,386
Deferred tax liabilities:
	Prepaid expenses		(280	)		—
	Undistributed Foreign Earnings		(527	)		(646	)
	Tax over book goodwill amortization		(19,217	)		(17,148	)
	Total deferred tax liabilities		(20,024	)		(17,794	)
	Net deferred tax (liabilities) assets	$	(52	)	$	7,592

112

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note H. Income Taxes (Continued)

        Amounts recognized on the balance sheet consist of:

	2008			2007
	(in thousands)
Deferred tax asset, current	$	3,253		$	6,247
Deferred tax (liability) asset, long term		(3,305	)		1,345
Net deferred tax (liabilities) assets	$	(52	)	$	7,592

        SFAS No. 109, Accounting for Income Taxes requires that we assess the realizability of deferred tax assets at each reporting period. These assessments generally consider several factors including the reversal of existing temporary differences, projected future taxable income, and potential tax planning strategies. We have valuation allowances totaling $456 and $608 at December 31, 2008 and 2007, respectively, related to our state net operating loss carryforwards (NOL's) that we believe are not likely to be realized based upon our estimates of future state taxable income, limitations of the use of our state NOL's, and the carryforward life over which the state tax benefit will be realized.

        At December 31, 2008 the Company had $21,020 of gross federal net operating loss (NOLs) carryforwards, which will expire in the years 2021 through 2024, and $1,382 of tax effected state net operating loss (NOL's) carryforwards which will expire 2009 through 2026. As a result of the initial public offering completed in June of 2004, an ownership change occurred under Internal Revenue Code Section 382 which limits our ability to use pre-change NOLs to reduce future taxable income.

        Since 2005, the Company has treated its investment in its Canadian subsidiary as non-permanent in duration and provided taxes on the undistributed Canadian earnings under APB 23. In 2008, the Company reassessed the treatment of the undistributed earnings of its Canadian subsidiary and determined that approximately $500 of Canadian earnings are permanently reinvested to meet the Canadian subsidiary's working capital requirements. The Company has provided taxes for the remaining undistributed earnings of its Canadian subsidiary in excess of the permanently reinvested amount.

113

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note H. Income Taxes (Continued)

        A reconciliation of the Company's reported income tax provision (benefit) to the amount computed by multiplying book income/(loss) before income taxes by the statutory United States federal income tax rate is as follows:

		2008			2007			2006
Tax at statutory rate		$	10,733		$	10,024		$	7,305
	Foreign Dividend and repatriation of foreign earnings		104			268			295
	Permanent Differences		369			484			311
	State taxes, net of federal benefit		1,498			1,459			987
	Effect of foreign tax rates		(10	)		40			25
	Recognition of tax credits		(844	)		(1,047	)		(223	)
	Other		(76	)		—			344
			11,774			11,228			9,044
	Change in valuation allowance		(152	)		39			(23,924	)
	Income tax expense (benefit)	$	11,622		$	11,267		$	(14,880	)

        Income taxes paid in aggregate to United States federal, state and Canadian tax authorities was $2,564, $1,145 and $572 in 2008, 2007 and 2006, respectively.

        In July 2006, FASB issued Statement of Financial Accounting Standards Interpretation No. 48 ("FIN 48"). Accounting for Uncertainty in Income Taxes. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with SFAS 109, Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company recognizes potential interest and penalties related to uncertain tax positions, if any, in income tax expense. Upon adoption as of January 1, 2007, the Company completed a detailed analysis of its tax positions and determined that the implementation of FIN 48 did not have an impact on the Company's financial position or results from operations. As of December 31, 2008, the Company has not identified any tax positions that would have a material impact on the Company's financial position.

        The tax years that remain subject to examination for the Company's major tax jurisdictions at December 31, 2008 are shown below:

2004 - 2007	United States—federal income tax
2003 - 2007	United States—state and local income tax
2004 - 2007	Canada

Note I. Benefit Plans

        The Company offers deferred compensation arrangements for certain key executives and sponsors an employees' savings and retirement plan in which certain employees are eligible to participate. Subject to their continued employment by the Company, certain employees offered supplemental pension arrangements will receive a defined monthly benefit upon attaining age 65. At December 31,

114

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note I. Benefit Plans (Continued)

2008 and 2007, the Company has accrued $3,008 and $2,925, respectively, representing the present value of the future benefit payments. Expenses related to these plans amounted to $154, $171, and $182 in 2008, 2007 and 2006, respectively.

        Participants in the savings and retirement plan may elect to contribute a portion of their compensation to the plan. The Company, contributes an amount in cash or other property as required by the plan. Expenses related to these plans amounted to $904, $919, and $808 in 2008, 2007 and 2006, respectively.

        The Company also offers a non-qualified deferred compensation plan. This plan allows certain employees to defer a portion of their compensation, limited to a maximum of $50 per year, to be paid to the participants upon retirement. To support the non-qualified deferred compensation plan, the Company has elected to purchase Company owned life insurance ("COLI") policies on certain plan participants. The cash surrender value of the COLI policies is designed to provide a source for funding the accrued liability. As of December 31, 2008 and 2007, the cash surrender value of the COLI policies is $943 and $717, respectively and is included in intangible and other assets, net on the consolidated balance sheet. The liability for the non-qualified deferred compensation plan is included in other long-term liabilities and was $1,336 and $1,148 as of December 31, 2008 and 2007, respectively. As of December 31, 2008 and 2007, the plan also included restricted cash of $484 and $438, respectively and is included in intangible and other assets, net on the consolidated balance sheet.

        The Company also contributes to two multi-employer defined contribution and seven multi-employer defined benefit plans which cover certain union employees. Expenses related to these plans were $575, $374 and $418 in 2008, 2007 and 2006, respectively.

Note J. Leases and Contingencies

        The Company operates parking facilities under operating leases expiring on various dates, generally prior to 2019. Certain of the leases contain options to renew at the Company's discretion.

        Total future annual rent expense is not determinable due to the application of percentage factors based on revenues. At December 31, 2008, the Company's minimum rental commitments, excluding contingent rent provisions under all non-cancelable leases, are as follows:

2009(1)	$	31,556
2010		23,299
2011		19,362
2012		14,648
2013		8,365
2014 and thereafter,		19,922
	$	117,152

(1)

$6,495 is included in 2009's minimum commitments for leases that expire in less than one year.

115

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note J. Leases and Contingencies (Continued)

        Rent expense, including contingent rents, was $110,134, $104,032 and $109,597 in 2008, 2007 and 2006, respectively.

        Contingent rent expense was $62,013, $ 64,874 and $65,421 in 2008, 2007 and 2006, respectively. Contingent rent expense consists primarily of percentage rent payments, which will cease at various times as certain leases expire.

Note K. Management Contracts and Related Arrangements with Affiliates

        In connection with the acquisition of a 76% interest in Executive Parking Industries, LLC, we entered into a management agreement dated May 1, 1998, with D&E Parking, Inc., a privately held company owned by Ed Simmons, an executive officer, and Dale Stark, a former Senior Vice President and presently a consultant of the Company. The management agreement was for a period of nine years and terminated on April 30, 2007. In consideration of the services provided by D&E under this arrangement, we paid D&E an annual fee of $411 in 2007 and $549 in 2006.

        We entered into a consulting agreement with D&E Parking, Inc. and Dale Stark that became effective on May 1, 2007 after the aforementioned management agreement terminated by its terms. This consulting agreement is for a period of three years, terminating on April 30, 2010. Per the terms of the agreement, consideration for services provided are $250 per year. In addition, the consultant is eligible for a consultant fee of up to $50 per year. In consideration of the services provided by D&E under this arrangement, we paid D&E $401 and accrued $50 in 2008 and paid $167 in 2007.

        On December 31, 2000, we sold, at fair market value, certain contract rights to D&E. In July 2007, we bought back certain contract rights for approximately $1,472 ($850 paid in cash and $622 gain through the sale of certain contract rights), representing five locations. The Company continued to operate an additional location through January 2008, at which time the location was sold to an unrelated third party. We received net management fees and reimbursement for support services in connection with the operation of the parking facilities from D&E. We recorded net management fees from D&E of $4 in 2008, $66 in 2007, and $149 in 2006.

        In 2008, Standard Parking provided property management services for twenty separate retail shopping centers and commercial office buildings in which D&E has an ownership interest. Dale Stark is the managing member of each of the property ownership entity. In consideration of the property management services we provided for these twenty properties, we recorded net management fees totaling $632 in 2008. In 2007, we operated fifteen of these properties and recorded net management fees totaling $500. In 2006, we operated nine of these properties and recorded net management fees totaling $363.

        In 2008, our wholly owned subsidiary, Preferred Response Security Services, Inc., provided security services for one retail shopping center owned by D&E and two retail shopping centers in 2007 and 2006. We recorded net management fees amounting to $34 for these security services in 2008, $35 in 2007 and $37 in 2006. In 2008 and 2007, we provided sweeping and power washing for two retail shopping facilities in which D&E has an ownership interest and three facilities in 2006. For these services we recorded net management fees totaling $9 in 2008, $9 in 2007 and $45 in 2006.

116

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note L. Legal Proceedings

        In addition to any litigation that may arise in connection with insured matters, we are subject to various claims and legal proceedings that consist principally of lease and contract disputes. We consider these claims and legal proceedings to be routine and incidental to our business, and in the opinion of management, the ultimate liability with respect to these proceedings and claims will not materially affect our financial position, operations or liquidity.

Note M. Capital Leases

        Property under capital leases included within equipment is as follows:

	December 31,
	2008		2007
Service vehicles	$	6,795	$	10,296
Computer equipment		—		1,667
Parking equipment		497		768
		7,292		12,731
Less: Accumulated depreciation		3,721		6,197
	$	3,571	$	6,534

        Future minimum lease payments under capital leases at December 31, 2008 together with the present value of the minimum lease payments are as follows:

2009	$	1,026
2010		625
2011		588
2012		643
2013 and thereafter		410
Total minimum payments		3,292
Less: Amounts representing interest		253
Present value of minimum payments		3,039
Less: Current portion		948
Total long-term portion	$	2,091

Note N. Goodwill and Intangible Assets

        In accordance with FASB Statement No. 142, "Goodwill and Other Intangible Assets", goodwill was assigned to respective segments that we now present based upon the specific Region where the assets acquired and associate goodwill resided.

        As a result of the acquisitions which occurred during 2008 and 2007, our contingent payments outstanding as of December 31, 2008 total $1,423 will be paid over time based on achieving certain performance criteria. Such contingent payments will be accounted for as additional purchase price.

117

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note N. Goodwill and Intangible Assets (Continued)

        The following table reflects the changes in the carrying amounts of goodwill by reported segment for the years ended December 31, 2008 and 2007.

	Region One		Region Two			Region Three		Region Four		Total
Balance as of December 31, 2006	$	55,175	$	15,657		$	25,669	$	22,577	$	119,078
Acquired during the period		—		—			102		—		102
Foreign currency translation		—		710			—		—		710
Balance as of December 31, 2007	$	55,175	$	16,367			25,771	$	22,577	$	119,890
Acquired during the period		3,007		—			—		—		3,007
Adjustments to purchase price		—		—			1,252		—		1,252
Contingency payments related to acquisitions		272		—			17		—		289
Foreign currency translation		—		(888	)		—		—		(888	)
Balance as of December 31, 2008	$	58,454	$	15,479		$	27,040	$	22,577	$	123,550

Note O. Long-Term Receivables, net

        Long-term receivables, net, consist of the following:

		Amount Outstanding
		December 31, 2008			December 31, 2007
Bradley International Airport
	Deficiency payments	$	5,961		$	4,135
	Other Bradley related, net		3,203			3,203
	Valuation allowance		(2,484	)		(2,484	)
Total long-term receivables, net		$	6,680		$	4,854

Agreement

        We are entered into a 25-year agreement with the State of Connecticut ("State") that expires on April 6, 2025, under which we operate the surface parking and 3,500 garage parking spaces at Bradley International Airport located in the Hartford, Connecticut metropolitan area. The company manages the facility for which it is expected to receive a management fee.

        The parking garage was financed on April 6, 2000 through the issuance of $53,800 of State of Connecticut special facility revenue bonds, representing $47,700 non-taxable Series A bonds and a separate taxable issuance of $6,100 Series B bonds. The Series B bonds were retired on July 1, 2006 according to the terms of the indenture. The Bradley agreement provides that we deposit with a trustee for the bondholders all gross revenues collected from operations of the surface and garage parking, and from these gross revenues. Principal and interest on the Bradley special facility revenue bonds increase from approximately $3,600 in lease year 2002 to approximately $4,500 in lease year 2025. Annual guaranteed minimum payments to the State increase from approximately $8,300 in lease year 2002 to

118

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note O. Long-Term Receivables, net (Continued)

approximately $13,200 in lease year 2024. The annual minimum guaranteed payment to the State as of December 31, 2008 and 2007 was $9,531 and $9,335, respectively.

        All of the cash flow from the Parking Facilities are pledged to the security of the bonds and are collected and deposited with the bond trustee. Each month the bond trustee makes certain required monthly distributions, which are characterized as "Guaranteed Payments." To the extent the monthly gross receipts generated by the Parking Facilities are not sufficient for the trustee to make the required Guaranteed Payments, we are obligated to deliver the deficiency amount to the trustee. Additionally, the Guaranteed Payments are required to be paid before we are reimbursed for deficiency payments or management fees.

        The following is the list of Guaranteed Payments:

•

Garage and Surface Operating Expenses,

•

Principal and Interest on Bonds,

•

Trustee Expenses

•

Major Maintenance and Capital Improvement Deposits

•

State Minimum Guarantee

        However, to the extent there is a cash surplus in any month during the term of the Lease, we have the right to be repaid the principal amount of any and all deficiency payments, together with actual interest expenses and a premium, not to exceed 10% of the initial deficiency payment. We calculate and record interest income and premium income in the period the associated deficiency payment is received from the trustee.

Deficiency Payments

        To the extent that monthly gross receipts are not sufficient for the trustee to make the required payments, we are obligated pursuant to our agreement, to deliver the deficiency amount to the trustee within three business days of being notified. We are responsible for these deficiency payments regardless of the amount of utilization for the Bradley parking facilities. The deficiency payments represent contingent interest bearing advances to the trustee to cover operating cash flow requirements. To the extent sufficient funds are available in the appropriate fund, the trustee is then directed by the State to reimburse us for deficiency payments up to the amount of the calculated surplus.

        In the year ended December 31, 2008, we made deficiency payments (net of repayments received) of $1,826. In addition, in 2008 we received $18 for premium income on deficiency repayments from the trustee and reversed the $52 interest and premium receivable recorded in 2007. In the year ended December 31, 2007, we received repayments (net of deficiency payments) of $202. In addition, in 2007 we received $114 for the 2006 receivable and $282 for interest and premium income on deficiency repayments from the trustee. The total receivable from the trustee for interest and premium income related to deficiency repayments were $0 and $52 as of December 31, 2008 and 2007, respectively.

119

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note O. Long-Term Receivables, net (Continued)

        The payments, if any, are recorded as a receivable by us for which we are reimbursed from time to time as provided in the trust agreement. As of December 31, 2008, and December 31, 2007, we have a receivable of $5,961 and $4,135, respectively, compromised of cumulative deficiency payments to the trustee, net of reimbursements. We believe these advances to be fully recoverable and therefore have not recorded a valuation allowance for them. We do not guarantee the payment of any principal or interest on any debt obligations of the State of Connecticut or the trustee.

        Per the Construction, Financing and Operating Special Facility Lease Agreement, which governs reimbursement of Guarantor Payments, places no time restriction or language exists limiting our right to reimbursement in the Lease.

        The following table reconciles the beginning and ending balance of the receivable for each year presented:

		December 31,
		2008			2007
Deficiency payments:
	Balance at beginning of year	$	4,135		$	4,337
	Deficiency payments made		2,153			651
	Deficiency repayment received		(327	)		(853	)
	Balance at end of year		5,961			4,135
Other Bradley related			3,203			3,203
Valuation allowance			(2,484	)		(2,484	)
Total long-term receivables		$	6,680		$	4,854

        The following table reconciles interest and premium income accrued and interest and premium income received, which are not included in the above balances:

		December 31,
		2008			2007
Interest and premium on deficiency payments:
	Balance at beginning of year	$	52		$	114
	Reversal of uncollected interest and premium accrued in prior year		(52	)		—
	Interest and premium accrued		18			334
	Interest and premium income received		(18	)		(396	)
	Balance at end of year	$	—		$	52

Compensation

        In addition to the recovery of certain general and administrative expenses incurred, our agreement provides for an annual management fee payment which is based on three operating profit tiers calculated for each year during the term of the agreement. The management fee is further apportioned

120

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note O. Long-Term Receivables, net (Continued)

60% to us and 40% to an un-affiliated entity. To the extent that funds are available for the trustee to make a distribution, the annual management fee is paid when sufficient cash is paid after the Guaranteed Payments (as defined in our agreement), and after the repayment of all deficiency payments, including accrued interest and premium. However, our right to the management fee accrues each year during the term of the agreement and is paid when sufficient cash is available for the trustee to make a distribution.

        The annual management fee is paid after the repayment of all deficiency payments, including accrued interest and premium, therefore due to the existence and length of time for repayment of the deficiency amounts to the Company, no management fees have been recognized. Management fees will be recognized in accordance with SAB 104 when "collectibility is reasonably assured".

        Cumulative management fees of $3,600 have not been recognized as of December 31, 2008 and no management fees were recognized during 2008 and 2007.

Note P. Stock Repurchases

2008 Stock Repurchases

        In December 2007, the Board of Directors authorized us to repurchase shares of our common stock, on the open market or through private purchases, up to $25,000 in aggregate. As of December 31, 2007, $22,882 remained available for repurchase under this authorization.

        During the first quarter of 2008, we repurchased from third party shareholders 257,125 shares at an average price of $20.79 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder sold to us 120,111 shares in the first quarter at an average price of $20.76 per share. The total value of the first quarter transactions was $7,839. 214,500 shares were retired in March 2008 and the remaining 162,736 shares were retired in June 2008.

        During the second quarter of 2008, we repurchased from third party shareholders 120,000 shares at an average price of $20.70 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder sold to us 125,964 shares in the second quarter at an average price of $20.67 per share. The total value of the second quarter transactions was $5,087. 173,701 shares were retired in June 2008 and the remaining 72,263 were retired during the third quarter.

        In July 2008 the Board of Directors authorized us to repurchase shares of our common stock, on the open market or through private purchases, up to an additional $60,000 in aggregate.

        During the third quarter of 2008, we repurchased from third party shareholders 565,447 shares at an average price of $21.19 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder sold to us 580,060 shares in the third quarter at an average price of $21.16 per share. In addition, we repurchased from third party shareholders 14,600 shares at an average price of $22.66 per share, including average commissions of $0.03 per share, on the open market. The total value of the third quarter transactions was $24,586. 994,841 shares were retired during the third quarter of 2008 and the remaining 165,266 shares were retired in the fourth quarter of 2008.

121

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note P. Stock Repurchases (Continued)

        The December 2007 repurchase authorization by the Board of Directors was completed in August 2008.

        During the fourth quarter of 2008, we repurchased from third party shareholders 640,348 shares at an average price of $18.34 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder sold to us 545,683 shares in the fourth quarter at an average price of $18.31 per share. In addition, we repurchased from third party shareholders 24,700 shares at an average price of $18.21 per share, including average commissions of $0.03 per share, on the open market. Our majority shareholder also sold us its pro-rata ownership of a third quarter open market repurchase of 14,904 shares at an average price of $22.63 per share. The total value of the fourth quarter transactions was $22,512. 598,212 shares were retired during the fourth quarter of 2008 and the remaining 627,423 shares were held as treasury stock and retired during the first quarter of 2009.

        As of December 31, 2008, $22,857 remained available for repurchase under the July 2008 authorization by the Board of Directors.

2007 Stock Repurchase

        In March 2007, the Board of Directors authorized us to repurchase shares of our common stock, on the open market or through private purchases, up to $20,000 in aggregate. This repurchase program was completed during the fourth quarter of 2007.

        During the first quarter of 2007 we repurchased from third party shareholders 95,278 shares at an average price of $17.57 per share, including average commissions of $0.01 per share, on the open market. Our majority shareholder sold to us 100,000 shares in the first quarter at an average price of $17.56 per share. The total value of the first quarter transactions was $3,430. All treasury shares were retired in March 2007.

        During the second quarter of 2007 we repurchased from third party shareholders 175,600 shares at an average price of $18.33 per share, including average commissions of $0.01 per share, on the open market. Our majority shareholder sold to us 182,808 shares in the second quarter at an average price of $18.32 per share. The total value of the second quarter transactions was $6,568. All treasury shares were retired during the second quarter.

        During the third quarter of 2007 we repurchased from third party shareholders 135,756 shares at an average price of $18.14 per share, including average commission of $0.01 per share, on the open market. Our majority shareholder sold to us 139,772 shares in the third quarter at an average price of $18.13 per share. The total value of the third quarter transactions was $4,997. 215,012 shares were retired in September 2007 and the remaining 60,516 shares were retired in October 2007.

        In December 2007, the Board of Directors authorized us to repurchase shares of our common stock, on the open market or through private purchases, up to an additional $25,000 in aggregate.

        During the fourth quarter of 2007 we repurchased from third party shareholders 74,052 shares at an average price of $20.43 per share, including average commissions of $0.01 per share, on the open market and our majority shareholder agreed in each case to sell shares equal to its pro-rata ownership

122

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note P. Stock Repurchases (Continued)

of 76,106 shares at an average price of $20.42 per share. In addition, we repurchased from third party shareholders 167,544 shares at an average price of $24.22 per share, including average commissions of $0.01 per share, on the open market. The total value of the fourth quarter transactions was $7,124. 269,228 shares were retired during the fourth quarter of 2007 and the remaining 48,474 shares were held as treasury stock and retired during the first quarter of 2008.

Note Q. Domestic and Foreign Operations

        Our business activities consist of domestic and foreign operations. Foreign operations are conducted in Canada. Revenue attributable to foreign operations were less than 10% of consolidated revenues for each of the years ended December 31, 2008, 2007 and 2006.

        A summary of information about our foreign and domestic operations is as follows:

		Year ended December 31,
		2008		2007		2006
Total revenues, excluding reimbursement of management contract expenses:
	Domestic	$	294,573	$	260,793	$	255,959
	Foreign		5,566		4,146		3,931
	Consolidated	$	300,139	$	264,939	$	259,890
Operating income:
	Domestic	$	35,993	$	34,440	$	28,191
	Foreign		1,125		1,092		800
	Consolidated	$	37,118	$	35,532	$	28,991
Income before income taxes:
	Domestic	$	29,493	$	27,503	$	20,004
	Foreign		1,174		1,137		867
	Consolidated	$	30,667	$	28,640	$	20,871
Identifiable assets:
	Domestic	$	222,415	$	207,375	$	205,412
	Foreign		6,826		8,013		7,116
	Consolidated	$	229,241	$	215,388	$	212,528

Business Unit Segment Information

        SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information ("SFAS 131"), establishes annual and interim reporting standards for an enterprise's operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by

123

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note Q. Domestic and Foreign Operations (Continued)

the Chief Operating Decision Maker ("CODM") in deciding how to allocate resources. The CODM, as defined by SFAS 131, is the Company's President and Chief Executive Officer ("CEO").

        Each of the operating segments is directly responsible for revenue and expenses related to their operations including direct regional administrative costs. Finance, information technology, human resources, and legal are shared functions that are not allocated back to the four operating segments. The CODM assesses the performance of each operating segment using information about its revenue and operating income (loss) before interest, taxes, and depreciation and amortization, but does not evaluate segments using discrete asset information. There are no inter-segment transactions and the Company does not allocate interest and other income, interest expense, depreciation and amortization or taxes to operating segments. The accounting policies for segment reporting are the same as for the Company as a whole.

        The Company is managed based on regions administered by executive vice presidents. Three regions are generally organized geographically with the fourth region encompassing major airports and transportation operations nationwide. The following is a summary of revenues (excluding reimbursement of management contract expenses) and gross profit by regions for the years ended December 31, 2008, 2007 and 2006. Information related to prior years has been recast to conform to the current region alignment.

124

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note Q. Domestic and Foreign Operations (Continued)

        In accordance with SFAS 131, the Company has provided this business unit segment information for all comparable prior periods. Segment information is summarized as follows (in thousands):

					Year Ended December 31,
					2008					2007					2006
Revenues(a):
	Region One
		Lease contracts			$	73,006				$	62,788				$	59,542
		Management contracts				49,102					44,202					40,460
			Total Region One			122,108					106,990					100,002
	Region Two
		Lease contracts				17,517					13,594					13,292
		Management contracts				18,158					15,157					11,450
			Total Region Two			35,675					28,751					24,742
	Region Three
		Lease contracts				19,905					23,707					35,365
		Management contracts				45,985					37,822					34,456
		Total Region Three				65,890					61,529					69,821
	Region Four
		Lease contracts				43,782					44,873					44,891
		Management contracts				32,895					24,555					20,044
			Total Region Four			76,677					69,428					64,935
	Other
		Lease contracts				101					365					246
		Management contracts				(312	)				(2,124	)				144
			Total Other			(211	)				(1,759	)				390
		Reimbursed expense				400,621					356,782					346,055
		Total revenues			$	700,760				$	621,721				$	605,945
Gross Profit
	Region One
		Lease contracts				5,700		8	%		5,800		9	%		5,334		9	%
		Management contracts				27,168		55	%		26,528		60	%		26,204		65	%
			Total Region One			32,868					32,328					31,538
	Region Two
		Lease contracts				3,429		20	%		2,981		22	%		2,974		22	%
		Management contracts				10,934		60	%		8,065		53	%		6,301		55	%
			Total Region Two			14,363					11,046					9,275
	Region Three
		Lease contracts				1,475		7	%		2,216		9	%		2,303		7	%
		Management contracts				22,223		48	%		20,473		54	%		17,800		52	%
			Total Region Three			23,698					22,689					20,103
	Region Four
		Lease contracts				3,512		8	%		4,154		9	%		4,116		9	%
		Management contracts				14,390		44	%		12,389		50	%		10,937		55	%
			Total Region Four			17,902					16,543					15,053
	Other
		Lease contracts				137		136	%		626		172	%		(434	)	(176	)%
		Management contracts				1,828		(586	)%		2,431		(114	)%		322		224	%
			Total Other			1,965					3,057					(112	)
				Total gross profit		90,796					85,663					75,857

125

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note Q. Domestic and Foreign Operations (Continued)

		Year Ended December 31,
		2008			2007			2006
General and administrative expenses			47,619			44,796			41,228
General and administrative expense percentage of gross profit			52	%		52	%		54	%
Depreciation and amortization			6,059			5,335			5,638
Operating income			37,118			35,532			28,991
Other expenses (income):
	Interest expense		6,476			7,056			8,296
	Interest income		(173	)		(610	)		(552	)
			6,303			6,446			7,744
Minority interest			148			446			376
Income before income taxes			30,667			28,640			20,871
Income tax expense (benefit)			11,622			11,267			(14,880	)
Net income		$	19,045		$	17,373		$	35,751

(a)

Excludes reimbursement of management contract expenses.

        Region One encompasses operations in Delaware, District of Columbia, Illinois, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Minnesota, Missouri, New Hampshire, New Jersey, New York, North Carolina, Ohio, Rhode Island, Vermont, Virginia, and Wisconsin.

        Region Two encompasses operations in Alabama, British Columbia, Florida, Georgia, Louisiana, Ontario, Tennessee, and Texas.

        Region Three encompasses operations in Arizona, California, Colorado, Hawaii, Nevada, Utah, Washington, and Wyoming.

        Region Four encompasses all major airport and transportation operations nationwide.

        Other consists of ancillary revenue that is not specifically identifiable to a region and insurance reserve adjustments related to prior years.

        The CODM does not evaluate segments using discrete asset information.

Note R. Stock-Based Compensation

        Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123R using the modified prospective method and consequently we have not retroactively adjusted prior period results. Under this method, compensation costs for the years ended December 31, 2008, 2007 and 2006 are based on the estimated fair value of the respective options and the proportion vesting in the period. Deductions for stock-based employee compensation expense for the years ended December 31, 2008, 2007 and 2006 were calculated using the Black-Scholes option pricing model. Allocation of compensation expense was made using historical option terms for option grants made to our employees and historical price volatility.

        The Company has an amended and restated Long-Term Incentive Plan that was adopted in conjunction with our IPO. On February 27, 2008, our Board of Directors approved an amendment to

126

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note R. Stock-Based Compensation (Continued)

our Long-Term Incentive Plan, subject to shareholder approval, that increased the maximum number of shares of common stock available for awards under the Long-Term Incentive Plan from 2,000,000 to 2,175,000 and extended the Plan's termination date. Our shareholders approved this Plan amendment on April 22, 2008, and the Plan now terminates twenty years from the date of such approval, or April 22, 2028. At December 31, 2008, 122,471 shares remained available for award under the Plan. In most cases, options granted under the Plan vest at the end of a three-year period from the date of the award. Options are granted with an exercise price equal to the closing price at the date of grant.

Stock Options and Grants

        We use the Black-Scholes option pricing model to estimate the fair value of each option grant as of the date of grant. The volatilities are based on the 90 day historical volatility of our common stock as the grant date. The risk free interest rate is based on zero-coupon U.S. government issues with a remaining term equal to the expected life of the option. For options granted prior to 2008, the expected life for options was calculated using the simplified method. The simplified method was calculated as the vesting term plus the contractual term divided by two.

	2007		2006
Estimated weighted-average fair value of options granted	$	7.86	$	5.59

	2007			2006
Weighted average dividend yield		0	%		0	%
Weighted average volatility		34.84	%		27.07	%
Weighted average risk free interest rate		4.65	%		5.03	%
Expected life of option (years)		7			7

        There were no options granted during the year ended December 31, 2008.

        On January 24, 2008, we issued vested stock grants totaling 1,084 shares to a certain director. The total value of the grant was $25 and is included in general and administrative expenses.

        On April 22, 2008, we issued vested stock grants totaling 16,200 to certain directors. The total value of the grant was $385 and is included in general and administrative expenses.

        On April 25, 2007, we issued stock options, which vested immediately, to purchase 19,068 shares of common stock at a market price of $17.02 per share to certain directors.

        On May 5, 2006, we issued stock options, which vested immediately, to purchase 26,820 shares of common stock at a market price of $13.53 per share to certain directors.

        The Company recognized $411, $282 and $480 of stock based compensation expense for the years ended December 31, 2008, 2007 and 2006, respectively, which is included in general and administrative expense. As of December 31, 2008, there was no unrecognized compensation costs related to unvested options.

127

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note R. Stock-Based Compensation (Continued)

        The following table summarizes the transactions pursuant to our stock option plans for the last three years ended December 31.

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2005		1,142,510		$	4.10
Granted		26,820		$	13.53
Exercised		(148,266	)	$	3.41
Forfeited		—			n/a
Outstanding at December 31, 2006		1,021,064		$	4.45
Granted		19,068		$	17.03
Exercised		(228,654	)	$	4.36
Forfeited		(2,414	)	$	5.75
Outstanding at December 31, 2007		809,064		$	4.77
Granted		—			n/a
Exercised		(152,161	)	$	4.75
Forfeited		—			n/a
Outstanding at December 31, 2008		656,903		$	4.77		5.6	$	9,572
Vested and Exercisable at December 31, 2008		656,903		$	4.77		5.6	$	9,572

        At December 31, 2008, 2007 and 2006, options to purchase 656,903, 801,964 and 722,272 shares of common stock, respectively, were exercisable at weighted average exercise prices of $4.77, $4.75 and $3.85 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2008, 2007, and 2006 was $2,615, $3,204, and $1,354, respectively.

        A summary of the status of the nonvested options as of December 31, 2008, and changes during the year ended December 31, 2008, is presented below:

Nonvested Options	Shares			Weighted Average Grant-Date Fair Value
Nonvested at January 1, 2008		7,100		$	7.40
Granted		—			—
Vested		(7,100	)	$	7.40
Forfeited		—			—
Nonvested at December 31, 2008		—			—

128

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note R. Stock-Based Compensation (Continued)

Performance-Based Incentive Program

        In December 2006, the Board of Directors adopted a performance-based incentive program under our Long-Term Incentive Plan. This new program provides participating executives with the opportunity to earn a combination of stock (50%) and cash (50%) if certain performance targets for pre-tax income and pre-tax free cash flow are achieved. On February 23, 2007, certain participating executives became entitled to performance restricted stock based on the stock price at the commencement of the three year performance cycle (2007 - 2009) and as a result 16,404 shares were issued subject to vesting upon the achievement of the performance goals. On April 13, 2007, an additional 13,294 shares of the performance restricted stock were issued subject to vesting upon the achievement of the three year performance goals to the remaining participating executives. On December 31, 2007, 3,849 shares were released free of restrictions in accordance with the achievement of the first year performance goals. On December 31, 2008, 7,072 shares were released free of restrictions in accordance with the achievement of the second year performance goals.

        A summary of the status of the nonvested restricted stock shares as of December 31, 2008, and changes during the year ended December 31, 2008, is presented below:

Nonvested Shares	Shares			Weighted Average Grant-Date Fair Value
Nonvested at January 1, 2008		25,849		$	19.21
Granted		—			—
Vested		(7,072	)	$	19.21
Forfeited		(2,816	)	$	19.21
Nonvested at December 31, 2008		15,961		$	19.21

        The total value of the restricted stock awards vested during the year ended December 31, 2008 was $136.

        In accordance with SFAS No. 123R, recording of stock-based compensation expense for awards with performance conditions is based on the probable outcome of that performance condition. The Company recognized $107 and $182 of stock-based compensation expense and $107 and $182 of cash compensation expense related to the performance-based incentive program, for the years ended December 31, 2008 and 2007, respectively, which is included in general and administrative expenses. As of December 31, 2008, there was $91 of unrecognized compensation costs related to the performance-based incentive program which is expected to be recognized over a weighted average period of 1 year.

Restricted Stock Unit

        In March 2008, the Company's Compensation Committee and the Board of Directors authorized a one-time grant of 750,000 restricted stock units that subsequently were awarded to members of our senior management team on July 1, 2008. In November 2008, an additional 5,000 restricted stock units were also awarded. The restricted stock units vest in one-third installments on each of the tenth,

129

STANDARD PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2008, 2007 and 2006

(In thousands except share and per share data)

Note R. Stock-Based Compensation (Continued)

eleventh and twelfth anniversaries of the grant date. The restricted stock unit agreements provide for accelerated vesting upon the recipient's retirement age.

        The cost of restricted stock units is determined using the fair value of our common stock on the date of the grant, and compensation expense is recognized over the vesting period. In accordance with SFAS No. 123R, we estimate forfeitures at the time of the grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting forfeitures and record stock-based compensation expense only for those awards that are expected to vest.

        A summary of the status of the restricted stock units as of December 31, 2008, and changes during the year ended December 31, 2008, is presented below:

Nonvested Shares	Shares		Weighted Average Grant-Date Fair Value
Nonvested at January 1, 2008		—		—
Granted		755,000	$	18.26
Vested		—		—
Forfeited		—		—
Nonvested at December 31, 2008		755,000	$	18.26

        The Company recognized $991 of stock based compensation expense related to the restricted stock units for the year ended December 31, 2008, which is included in general and administrative expense. As of December 31, 2008, there was $11,661 of unrecognized stock-based compensation costs, net of estimated forfeitures, related to the restricted stock units that is expected to be recognized over a weighted average period of approximately 7.8 years.

Note S. Hurricane Katrina

        On May 2, 2008, we entered into a definitive settlement agreement with our insurance carrier which finalized all of our open claims with respect to Hurricane Katrina. The settlement agreement was for $4,225 of which $2,000 was received previously. We were required to reimburse the owners of the leased and managed locations for property damage of approximately $2,228. After payment of settlement fees, expenses and other amounts due under contractual arrangements, we recorded $1,997 in pre-tax income, of which $1,577 was recorded as revenue and $420 was recorded as a reduction of general and administrative expenses.

130

SIGNATURES

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

	STANDARD PARKING CORPORATION
	By:	/s/ JAMES A. WILHELM James A. Wilhelm Director, President and Chief Executive Officer (Principal Executive Officer)
Date: March 13, 2009

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

Signature	Title	Date
/s/ JOHN V. HOLTEN John V. Holten	Director and Chairman	March 13, 2009
/s/ JAMES A. WILHELM James A. Wilhelm	Director, President and Chief Executive Officer (Principal Executive Officer)	March 13, 2009
/s/ KARL G. ANDREN Karl G. Andren	Director	March 13, 2009
/s/ CHARLES L. BIGGS Charles L. Biggs	Director	March 13, 2009
/s/ KAREN M. GARRISON Karen M. Garrison	Director	March 13, 2009
/s/ GUNNAR E. KLINTBERG Gunnar E. Klintberg	Director	March 13, 2009
/s/ LEIF F. ONARHEIM Leif F. Onarheim	Director	March 13, 2009

131

Signature	Title	Date
/s/ A. PETTER ØSTBERG A. Petter Østberg	Director	March 13, 2009
/s/ ROBERT S. ROATH Robert S. Roath	Director	March 13, 2009
/s/ G. MARC BAUMANN G. Marc Baumann	Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer)	March 13, 2009
/s/ DANIEL R. MEYER Daniel R. Meyer	Senior Vice President, Corporate Controller and Asst. Treasurer (Principal Accounting Officer)	March 13, 2009

132

STANDARD PARKING CORPORATION
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)

			Additions
Description	Balance at Beginning of Year		Charged to Costs and Expenses		Reductions(1)			Balance at End of Year(2)
Year ended December 31, 2008:
Deducted from asset accounts
Allowance for doubtful accounts	$	3,617	$	850	$	(600	)	$	3,867
Year ended December 31, 2007:
Deducted from asset accounts
Allowance for doubtful accounts		3,384		1,066		(833	)		3,617
Year ended December 31, 2006:
Allowance for doubtful accounts		3,565		971		(1,152	)		3,384
Deducted from asset accounts
Deferred tax valuation account
Year ended December 31, 2008		608		0		(152	)		456
Year ended December 31, 2007		569		39		—			608
Year ended December 31, 2006		24,493		—		(23,924	)		569

(1)

Represents uncollectible accounts written off, net of recoveries and reversal of provision.

(2)

Includes long-term receivables valuation allowance of $2.5 million.

133

INDEX TO EXHIBITS

Exhibit Number		Description
	3.1*	Second Amended and Restated Certificate of Incorporation of the Company filed on June 2, 2004.
	3.1.1*	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of the Company effective as of January 7, 2008.
	3.2	Second Amended and Restated By-Laws of the Company effective as of September 1, 2007 (incorporated by reference to exhibit 3.1 of the Company's Current Report on Form 8-K filed on September 5, 2007).
	4.1	Specimen common stock certificate (incorporated by reference to exhibit 4.1 of Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-112652, filed on May 18, 2004).
	10.1	Amended and Restated Credit Agreement dated July 15, 2008 among the Company, various financial institutions, Bank of America, N.A. and Wells Fargo Bank, N.A. (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on July 18, 2008.
	10.2	Rate Cap Transaction Agreement dated August 1, 2006 between the Company and LaSalle Bank National Association (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on August 4, 2006).
	10.3	Consulting Agreement dated May 15, 2006 by and among the Company, D&E Parking, Inc. and Dale G. Stark (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 17, 2006).
	10.4+	Employment Agreement dated as of March 30, 1998 between the Company and Myron C. Warshauer (incorporated by reference to exhibit 10.6 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
	10.4.1+	First Amendment to Employment Agreement dated July 7, 2003 between the Company and Myron C. Warshauer (incorporated by reference to exhibit 10.4.1 of the Company's Annual Report on Form 10-K filed for December 31, 2004).
	10.4.2+	Amendment to Employment Agreement dated as of May 10, 2004 between the Company and Myron C. Warshauer (incorporated by reference to exhibit 10.4.2 of the Company's Annual Report on Form 10-K filed for December 31, 2004).
	10.5+	Employment Agreement dated as of March 26, 1998 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.12 of the Company's Registration Statement on Form S-4, File No. 333-50437, filed on April 17, 1998).
	10.5.1+	Amendment to Employment Agreement dated as of June 19, 2000 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.5.1 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.5.2+	Second Amendment to Employment Agreement dated as of December 6, 2000, between the Company and Michael K. Wolf, (incorporated by reference to exhibit 10.22 to the Company's Annual Report on Form 10-K filed for December 31, 2000).
	10.5.3+	Third Amendment to Employment Agreement dated April 1, 2002 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.19.3 to the Company's Annual Report on Form 10-K filed for December 31, 2002).

134

Exhibit Number		Description
	10.5.4+	Fourth Amendment to Employment Agreement dated December 31, 2003 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.5.4 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.5.5*+	Fifth Amendment to Employment Agreement dated December 18, 2008 between the Company and Michael K. Wolf.
	10.5.6+	Sixth Amendment to Employment Agreement dated January 28, 2009 between the Company and Michael K. Wolf (incorporated by reference to exhibit 10.3 of the Company's Current Report on Form 8-K filed on February 3, 2009).
	10.6+	Amended and Restated Executive Employment Agreement dated as of January 28, 2009 between Company and James A. Wilhelm (incorporated by reference to exhibit 10.3 of the Company's Current Report on Form 8-K filed on February 3, 2009).
	10.7+	Employment Agreement dated May 18, 1998 between the Company and Robert N. Sacks (incorporated by reference to exhibit 10.24 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
	10.7.1+	First Amendment to Employment Agreement dated as of November 7, 2001 between the Company and Robert N. Sacks (incorporated by reference to exhibit 10.25 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
	10.7.2+	Second Amendment to Employment Agreement dated as of August 1, 2003 between the Company and Robert N. Sacks (incorporated by reference to exhibit 10.7.2 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.7.3*+	Third Amendment to Employment Agreement dated as of April 1, 2005 between the Company and Robert N. Sacks.
	10.7.4*+	Fourth Amendment to Employment Agreement dated as of December 29, 2008 between the Company and Robert N. Sacks.
	10.7.5*+	Fifth Amendment to Employment Agreement dated as of January 28, 2009 between the Company and Robert N. Sacks.
	10.8+	Amended and Restated Executive Employment Agreement dated as of December 1, 2002 between the Company and John Ricchiuto (incorporated by reference to exhibit 10.22.2 of the Company's Annual Report on Form 10-K filed for December 31, 2002).
	10.8.1+	First Amendment to Amended and Restated Executive Employment Agreement dated as of April 11, 2005, between the Company and John Ricchiuto (incorporated by reference to exhibit 10.3 of the Company's Current Report on Form 8-K filed on March 7, 2005).
	10.9+	Amended and Restated Employment Agreement dated March 1, 2005, between the Company and Steven A. Warshauer (incorporated by reference to exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 7, 2005).
	10.10+	Amended and Restated Executive Employment Agreement dated as of May 18, 2006 between the Company and Edward E. Simmons (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 24, 2006).

135

Exhibit Number		Description
	10.11+	Amended and Restated Employment Agreement between the Company and G. Marc Baumann dated as of October 1, 2001 (incorporated by reference to exhibit 10.27 to the Company's Annual Report on Form 10-K filed for December 31, 2001).
	10.11.1*+	First Amendment to Amended and Restated Employment Agreement between the Company and G. Marc Baumann dated as of December 29, 2008.
	10.11.2+	Second Amendment to Amended and Restated Employment Agreement between the Company and G. Marc Baumann dated as of January 28, 2009 (incorporated by reference to exhibit 10.2 of the Company's Current Report on Form 8-K filed on February 3, 2009).
	10.12+	Amended and Restated Executive Employment Agreement dated as of March 1, 2005, between the Company and Thomas L. Hagerman (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on March 7, 2005).
	10.12.1+	First Amendment to Amended and Restated Executive Employment Agreement dated October 1, 2007 between the Company and Thomas Hagerman (incorporated by reference to exhibit 10.1 to the Company's Quarterly Report on Form 10Q filed for September 30, 2007).
	10.13+	Long-Term Incentive Plan dated as of May 1, 2004 (incorporated by reference to exhibit 10.12 of Amendment No. 1 to the Company's Registration Statement on Form S-1, File No. 333-112652, filed on May 10, 2004).
	10.13.1+	Long-Term Incentive Plan Amendment effective as of April 22, 2008 (incorporated by reference to Appendix B of the Company's 2008 Proxy on Form DEF 14A, filed on April 1, 2008).
	10.14+	Form of Amended and Restated Stock Option Award Agreement between the Company and an optionee (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on November 21, 2005).
	10.14.1+	Form of First Amendment to the Amended and Restated Stock Option Award Agreement between the Company and an optionee (incorporated by reference to exhibit 10.2 of the Company's Current Report on Form 8-K filed on November 21, 2005).
	10.15	Consulting Agreement dated as of October 16, 2001 between the Company and Shoreline Enterprises, LLC (incorporated by reference to exhibit 10.36 of the Company's Annual Report on Form 10-K filed for December 31, 2001).
	10.15.1	Amendment to Consulting Agreement dated as of May 10, 2004 between the Company and Shoreline Enterprises, LLC (incorporated by reference to exhibit 10.14.1 of the Company's Annual Report on Form 10-K filed for December 31, 2004).
	10.16	Executive Parking Management Agreement dated as of May 1, 1998 by and among the Company, D&E Parking, Edward E. Simmons and Dale G. Stark (incorporated by reference to exhibit 10.32 of the Company's Annual Report on Form 10-K filed for December 31, 2002).
	10.16.1	First Amendment to Executive Parking Management Agreement dated as of August 1, 1999 by and among the Company, D&E Parking, Edward E. Simmons and Dale G. Stark (incorporated by reference to exhibit 10.32.1 to the Company's Annual Report on Form 10-K filed for December 31, 2002).

136

Exhibit Number		Description
	10.17	Consulting Agreement effective as of May 1, 2007 by and among the Company, D&E Parking, Inc. and Dale G. Stark (incorporated by reference to exhibit 10.17 of the Company's Annual Report on Form 10-K for December 31, 2007).
	10.18	Property Management Agreement dated as of September 1, 2003 between the Company and Paxton Plaza, LLC (incorporated by reference to exhibit 10.19 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.19	Property Management Agreement dated as of September 1, 2003 between the Company and Infinity Equities, LLC (incorporated by reference to exhibit 10.20 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.20	Agreement of Lease dated as of June 4, 1998 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank. (incorporated by reference to exhibit 10.21 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.20.1	First Amendment to Agreement of Lease dated as of May 1, 1999 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank (incorporated by reference to exhibit 10.21.1 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.20.2	Second Amendment to Agreement of Lease dated as of July 27, 2000 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank (incorporated by reference to exhibit 10.21.2 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.20.3	Third Amendment to Agreement of Lease dated as of September 11, 2003 between the Company and LaSalle National Bank, as successor trustee to LaSalle National Trust, N.A. as successor trustee to LaSalle National Bank (incorporated by reference to exhibit 10.21.3 of the Company's Registration Statement on Form S-1, File No. 333-112652, filed on February 10, 2004).
	10.21+	Employment Agreement dated May 7, 2004 between the Company and John V. Holten (incorporated by reference to exhibit 10.23 of Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-112652, filed on May 18, 2004).
	10.21.1+	Side Letters dated May 7, 2004 related to the Employment Agreement dated May 7, 2004 between the Company and John V. Holten (incorporated by reference to exhibit 10.23.1 of Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 333-112652, filed on May 18, 2004).
	10.22+	Consulting Agreement dated as of March 1, 2004 between the Company and Gunnar E. Klintberg (incorporated by reference to exhibit 10.24 of Amendment No. 1 to the Company's Registration Form S-1, File No. 333-112652, filed on May 10, 2004).
	10.22.1+	First Amendment to Consulting Agreement dated March 15, 2006 between the Company and Gunnar E. Klintberg (incorporated by reference to exhibit 10.24.1 of the Company's Current Report on Form 8-K filed on March 16, 2006).

137

Exhibit Number		Description
	10.23	Form of Registration Rights Agreement dated as of May 27, 2004 between the Company and Steamboat Industries LLC (incorporated by reference to exhibit 10. 26 of Amendment No. 3 to the Company's Registration Statement on Form S-1, File No. 333-112652, filed on May 24, 2004).
	10.24	Stock Repurchase Agreement dated as of December 31, 2007, by and between the Company and Steamboat Industries LLC (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on January 3, 2008).
	10.25	Form of Property Management Agreement (incorporated by reference to exhibit 10.30 of the Company's Annual Report on Form 10-K filed on March 10, 2006).
	10.26	Standard Parking Corporation Restricted Stock Unit Agreement dated as of July 1, 2008 (incorporated by reference to exhibit 10.1 of the Company's Current Report on Form 8-K filed on July 2, 2008.
	10.27*	Guaranty Agreement of APCOA/Standard Parking, Inc. dated as of March 2000 to and for the benefit of the State of Connecticut, Department of Transportation.
	10.28*	Construction, Financing and Operating Special Facility Lease Agreement dated as of March 2000 between the State of Connecticut Department of Transportation and APCOA Bradley Parking Company, LLC.
	10.29*	Trust Indenture dated March 1, 2000 between State of Connecticut and First Union National Bank as Trustee.
	14.1	Code of Ethics (incorporated by reference to exhibit 14.1 of the Company's Annual Report on Form 10-K for December 31, 2002).
	21.1*	Subsidiaries of the Company
	23*	Consent of Independent Registered Public Accounting Firm dated as of March 12, 2009.
	31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by James A. Wilhelm.
	31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by G. Marc Baumann.
	31.3*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Daniel R. Meyer.
	32*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by James A. Wilhelm, G. Marc Baumann and Daniel R. Meyer.

*

Filed herewith.

+

Management contract or compensation plan, contract or agreement.

138

EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

OF

STANDARD PARKING CORPORATION

Standard Parking Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

1.  The name of the corporation is Standard Parking Corporation (the “Corporation”).

2.  The date of the filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was September 24, 1981, under the name 120 Oakland Place, Inc.

3.  Pursuant to Sections 242 and 245 of the DGCL, this Second Amended and Restated Certificate of Incorporation (this “Certificate”) amends and restates the original Certificate of Incorporation, as amended and restated by the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on February 24, 1994, as further amended.  This Certificate amends, restates and supersedes in its entirety the provisions of the Certificate of Incorporation of this Corporation as heretofore amended.

4.  The Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

“Article I

Section 1.01Name of Corporation.  The name of the corporation is:

Standard Parking Corporation

Article II

Section 2.01Registered Office and Registered Agent. The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

Article III

Section 3.01Nature of Business.  The nature of the business and the purposes to be conducted and promoted by the Corporation are as follows:

To conduct any lawful business, to promote any lawful purpose, and to engage in

any lawful act or activity for which corporations may be organized under the DGCL.

Article IV

Section 4.01Authorized Capital Stock.  The total number of shares of stock that the Corporation shall have authority to issue is 12,100,010, of which (i) 12,100,000 shares shall be shares of Common Stock, par value $0.00l per share (the “Common Stock”) and (ii) 10 shares shall be shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided. Except as otherwise expressly provided herein, the number of authorized shares of any class or classes of capital stock of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote generally in the election of directors (“Voting Stock”) irrespective of the provisions of Section 242(b)(2) of the DGCL or any corresponding provision hereinafter enacted.

Section 4.02Common Stock.  All shares of Common Stock will be identical in all respects and will entitle the holders thereof to the same rights and privileges, except as otherwise provided in this Second Amended and Restated Certificate of Incorporation (this “Certificate of Incorporation”).

(a)Voting Rights.  At every meeting of the stockholders of the Corporation, every holder of Common Stock shall be entitled to one (1) vote in person or by proxy for each share of Common Stock standing in such holder’s name on the transfer books of the Corporation in connection with the election of directors and all other matters submitted to a vote of all stockholders. Every holder of Common Stock shall be entitled to one vote in person or by proxy for each share of Common Stock standing in such holder’s name on the transfer books of the Corporation in connection with all matters submitted to a vote of the holders of Common Stock voting separately as a class.  No stockholder shall be entitled to exercise any right of cumulative voting.

(b)Dividends and Distributions. Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Certificate of Incorporation, holders of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock of any corporation (including the Common Stock of the Corporation) or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in all such dividends and other distributions.

(c)No Preemptive Rights.  Subject to any Certificate of Designations, no stockholder of the Corporation shall have any preemptive or preferential right, nor be entitled as such as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of the Corporation of any class or series, whether now or hereafter authorized, and whether issued for money or for consideration other than money, or of any issue of securities convertible into stock of the Corporation.

2

(d)No Redemption Rights.  Subject to any Certificate of Designations, no stockholder of the Corporation shall have any right to have the shares of Common Stock held by such holder redeemed by the Corporation.

Section 4.03Preferred Stock.

(a)Designation.  There shall be a series of Preferred Stock designated as “18% Senior Redeemable Series D Preferred Stock” (the “Series D Stock”).  The number of shares of Series D Stock authorized for issuance shall be 10, and each such share shall have a par value of $0.01.

(b)Rank.  The Series D Stock shall, with respect to dividend rights and rights on liquidation, rank (a) junior to, or on a parity with, as the case may be, any other series of the Preferred Stock established by the Board, the terms of which shall specifically provide that such series shall rank senior to, or on parity with, as the case may be, the Series D Stock with respect to dividend rights and rights on liquidation, and (b) senior to any other equity securities of the Company, including all classes of Company Common Stock.  (All of such equity securities of the Company to which the Series D Stock ranks prior, including all classes of Company Common Stock, are at times collectively referred to herein as the “Junior Securities”).

(c)Dividends.

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

(ii)All dividends paid with respect to shares of Series D Stock pursuant to paragraph (c)(i) shall be paid pro rata to the holders entitled thereto.  Dividends

3

will be computed on the basis of a 360-day year comprised of twelve 30-day months.

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

(iv)Notwithstanding anything contained herein to the contrary, no cash dividends on shares of Series D Stock shall be declared by the Board or paid or set apart for payment by the Company at such time as the terms and provisions of any agreement of the Company, including any agreement relating to its indebtedness, specifically prohibits such declaration, payment or setting apart for payment; provided, that nothing herein contained shall in any way or under any circumstance be construed or deemed to require the Board to declare, or the Company to pay or set apart for payment, any dividends on shares of Series D Stock at any time, whether or not permitted by any of such agreements.

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

(vi)Holders of shares of Series D Stock shall be entitled to receive the

4

dividends provided for in Paragraph (c)(i) hereof in preference to and in priority over any dividends upon any of the Junior Securities.

(vii)So long as any shares of Series D Stock are outstanding, the Company shall not declare, pay or set apart for payment any dividend on any of the Junior Securities or any warrants, rights, calls or options exercisable for any of the Junior Securities, or make any distribution in respect thereof, either directly or indirectly, and whether in cash, obligations or shares of the Company or other property (other than pursuant to the conversion rights set forth herein and other than distributions or dividends in stock to the holders of such stock), and shall not permit any corporation or other entity directly or indirectly controlled by the Company to purchase or redeem any of the Junior Securities or any warrants, rights, calls or options exercisable for any of the Junior Securities, unless prior to or concurrently with such declaration, payment, setting apart for payment, purchase or distribution, as the case may be, all accrued and unpaid cash dividends on shares of Series D Stock not paid on the dates provided for in Paragraph (c)(i) hereof (including if not paid pursuant to the terms and conditions of paragraph (c)(i) or Paragraph (c)(v) hereof) shall have been or be paid; provided, that nothing herein contained shall limit or restrict the Company or any corporation or other entity directly or indirectly controlled by the Company from purchasing, redeeming or otherwise retiring any securities of the Company, including any Junior Securities and any warrants, rights, calls or options exercisable for any of the Junior Securities, (I) issued to any individual who was or is an employee or officer of the Company or any of its subsidiaries, or (II) that are subject to any stockholders agreement, any agreement providing for put/call rights or any similar agreement to which the Company or any of its subsidiaries is a party, which agreement provides for such purchase, redemption or retirement.

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

(d)Liquidation Preference.

(i)  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series D Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount in cash equal to one hundred dollars ($100) for each share outstanding (the “Liquidation Amount”) plus an amount in cash equal to all accrued but unpaid dividends thereon to the date fixed for liquidation, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities; provided, that the holders of outstanding shares of Series D Stock shall not be entitled to receive such liquidation payment

5

until the liquidation payments on all outstanding shares of any other series of the Preferred Stock having liquidation rights ranking prior to the shares of Series D Stock shall have been paid in full.  If the assets of the Company are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series D Stock and any outstanding shares of any other series of the Preferred Stock having liquidation rights on parity with the shares of Series D Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series D Stock and the holders of outstanding shares of such other series of the Preferred Stock are entitled were paid in full.  The consolidation or merger of the Company with another entity shall not be deemed a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company and shall not give rise to any rights provided for in this Paragraph (d).

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

(e)Redemption.

(i)  Optional.

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

(B)Shares of Series D Stock may be redeemed, in whole or from time to time in part, at a price per share equal to the then-effective Redemption Price at the election of the holder thereof or the Company, upon the occurrence of a Change of Control (as defined below) (a “Change of Control Redemption”), in which case the Redemption Price shall be paid in cash; provided, that the Company shall not be required to make a Change of Control Redemption if such a redemption would be prohibited by the terms of the 9-1/4% Notes, the New Notes or the Credit Agreement.  If the Redemption Price payable in respect of a Change of Control Redemption shall not be paid in cash, the Board shall promptly declare a special dividend, payable in shares of Series D Stock, in an amount equal to the excess of the then-effective Redemption Price over the Liquidation Amount.

(C)On or after June 15, 2008, at the election of a holder of

6

Series D Stock, exercisable by delivering to the Company a written notice stating the number of shares of Series D Stock such holder elects to redeem, the Company shall redeem all or any portion of the outstanding shares of Series D Stock held by such holder at the then-effective Redemption Price, payable in cash, within 60 days after the date of such notice.  Notwithstanding the foregoing, the Company shall not be required to redeem shares of Series D Stock to the extent such a redemption would be prohibited by the terms of the 9-1/4% Notes, the New Notes or the Credit Agreement, or by any applicable law (collectively, the “Redemption Prohibitions”).  If the Company can redeem only a portion of the Series D Stock that the holder elects to redeem without violating the Redemption Prohibitions, the Company shall redeem from the holder the maximum number of shares of Series D Stock it can redeem without violating the Redemption Prohibitions.  If more than one holder elects to redeem shares of Series D Stock and the Company is subject to Redemption Prohibitions, the Company shall redeem shares of Series D Stock on a pro rata basis (based on the number of shares held by each holder). The Company shall redeem all or a portion of the remaining shares of Series D Stock from time to time when the Company can do so without violating the Redemption Prohibitions, on a pro rata basis (based on the number of shares held by each holder) if more than one holder has elected to redeem shares of Series D Stock.

(D)Definitions.

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

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

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

(ii)Allocation.  If the Company elects to make an Optional Redemption or a

7

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

(f)Procedure for Redemption.

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

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

(g)Voting Rights.

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

(ii)So long as any shares of Series D Stock are outstanding, the Company will not, without the affirmative vote or consent at an annual or special meeting of its stockholders of at least a majority of the outstanding shares of Series

8

D Stock (excluding treasury shares and shares held by Subsidiaries of the Company) voting as a separate class, create any class or series of shares ranking senior to the Series D Stock either as to dividends or upon liquidation, or amend, alter or repeal (whether by merger, consolidation or otherwise) the Certificate of Incorporation to affect adversely the voting powers (except as such powers may be limited by the voting rights given to additional shares of any class), rights or preferences of the Series D Stock.

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

Article V

Section 5.01Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors initially consisting of eight (8) directors. The number of directors may be increased or decreased from time to time in accordance with the provisions of Section 5.02; provided that the number of directors shall not be less than three (3) nor more than nine (9).

Section 5.02Increase or Decrease in Board of Directors. The number of directors may be increased or decreased only pursuant to a resolution adopted by the affirmative vote of a majority of the directors then in office.

Section 5.03Vacancies in the Board.  Newly created directorships resulting from any increase in the number of directors and any director vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled as provided in the Amended and Restated Bylaws of the Corporation (the “Bylaws”).  Any director elected in accordance with this Section 5.05 shall hold office until such director’s successor shall have been duly elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 5.04Removal of Directors.  A director shall hold office until the annual meeting of the year in which such director’s term expires and until such director’s successor shall be elected and shall qualify, subject, however, to prior death, resignation or removal from office.  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 5.05Written Ballot.  The directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation so provide.

Section 5.06Approval of Related Party Transactions.  All related party transactions (defined below) shall be approved by the Corporation’s Audit Committee.  “Related party transaction” shall refer to transactions required to be disclosed pursuant to Regulation S-K, Item 404 promulgated by the Securities and Exchange Commission or any successor regulation.

9

Article VI

Section 6.01Stockholder Action by Written Consent. Any corporate action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents 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, and shall be delivered to the Corporation (either by hand or by certified or registered mail, return receipt requested) at its registered office in the State of Delaware or its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

Section 6.02Calling of Special Meeting of Stockholders. Special meetings of the stockholders of the Corporation may be called only by (i) the chairperson of the Board of Directors, or (ii) the Board of Directors pursuant to a resolution adopted by a majority of the directors. Any other power of stockholders to call a special meeting is specifically denied.

Section 6.03Business at Special Meeting of Stockholders. No business other than that stated in the notice shall be transacted at any special meeting of stockholders.

Section 6.04Notice of Stockholder Proposals. Advanced notice of the proposal of business by stockholders, including, without limitation, nominations of directors, shall be given in the manner provided in the Bylaws, as amended and in effect from time to time.

Article VII

Section 7.01Amendment or Modification of Bylaws. Subject to Article 11 of the Bylaws, the Board of Directors is expressly authorized and empowered to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that the Bylaws adopted by the Board of Directors under the powers hereby conferred may be amended or repealed by the Board of Directors or by the affirmative vote of stockholders having at least a majority of the voting power of the then outstanding Voting Stock of the Corporation.

Article VIII

Section 8.01Limitation of Director’s Liability. 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 a amended DGCL.  Any repeal or modification of this Article VIII

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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 IX

Section 9.01Right to Indemnification. The Corporation shall, to the fullest extent permitted by the provisions of Section 145 of the DGCL, as the same may be amended and supplemented (“Section 145”), indemnify any director or officer of the Corporation whom it shall have the power to indemnify under said section (each a “Covered Person”) from and against any and all of the expenses, liabilities, or other matters referred to in or covered by Section 145 (“Covered Matter”).

Section 9.02Authorization of Indemnification. Notwithstanding Section 9.01, the Corporation shall indemnify a Covered Person only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances because such Covered Person has met the applicable standard of conduct set forth in Section 145. Such determination shall be made, with respect to a Covered Person who is a director or officer at the time of such determination, (1) by the Board of Directors by a majority vote of directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders of the Corporation.

Section 9.03Advancement of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director in defending any Covered Matter may be paid by the Corporation in advance of the final disposition of such Covered Matter 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 Covered Person is not entitled to be indemnified by the Corporation as authorized in this Article IX. Such expenses (including attorneys’ fees) incurred by former directors and officers or other Covered Persons may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 9.04Non-exclusive Rights. The indemnification and advancement of expenses provided by or granted pursuant to this Article IX shall not be deemed exclusive of any other rights to which Covered Persons may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 9.05Amendment or Repeal of Article IX.  Any amendment or repeal of this Article IX shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.  The indemnification and advancement of expenses provided by or granted pursuant to this Article IX, unless otherwise provided when authorized or ratified, shall continue as to a Covered Person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors, and administrators of such person.”

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5.  This Certificate was duly adopted in accordance with Sections 141(f), 242, and 245 of the DGCL by the unanimous written consent of the Corporation’s Board of Directors and by the stockholders having not less than the minimum number of votes required to adopt this Certificate, with written notice being provided to all stockholders in accordance with Section 228 of such law.

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IN WITNESS WHEREOF, Standard Parking Corporation has caused this Second Amended and Restated Certificate of Incorporation to be executed by an authorized officer of Standard Parking Corporation as of the 2nd day of June, 2004.

Standard Parking Corporation
By:	/s/ James A. Wilhelm
	Name: James A. Wilhelm
	Title: President and Chief Executive Officer

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EX-3.1.1

Exhibit 3.1.1

CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
STANDARD PARKING CORPORATION

Pursuant to Section 242 of the
General Corporation Law of the State of Delaware

Standard Parking Corporation, a Delaware corporation, does hereby certify as follows:

1.The name of the corporation (hereinafter called the “Corporation”) is Standard Parking Corporation. The date of the filing of the Second Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware was June 2, 2004.

2.The Certificate of Incorporation is hereby amended by striking out Article IV, Section 4.01 thereof and by substituting in lieu of Article IV, Section 4.01, the following Article IV Section 4.01

“Section 4.01. Authorized Capital Stock. The total number of shares of stock that the Corporation shall have authority to issue is 21,300,010, of which (i) 21,300,000 shares shall be shares of Common Stock, par value $0.001 per share (the “Common Stock”) and (ii) 10 shares shall be shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided. Except as otherwise expressly provided herein, the number of authorized shares of any class or classes of capital stock of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Corporation entitled to vote generally in the election of directors (“Voting Stock”) irrespective of the provisions of Section 242(b)(2) of the DGCL or any corresponding provision hereinafter enacted.”

3.The Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by its duly authorized officer this 7th day of January, 2008.

STANDARD PARKING CORPORATION
By:	/s/ ROBERT N. SACKS
Name:	Robert N. Sacks
Title:	Executive Vice President & General  Counsel

EX-10.5.5

Exhibit 10.5.5

FIFTH AMENDMENT TO

EMPLOYMENT AGREEMENT

This Fifth Amendment to Employment Agreement is made this          day of December, 2008, by and between Standard Parking Corporation, a Delaware corporation (the “Company”), and Michael K. Wolf (the “Executive”).

RECITALS

A.The Executive and Standard Parking, L.P., a Delaware limited partnership (“SPLP”), previously executed a certain Employment Agreement dated as of March 26, 1998 (the “Original Employment Agreement”).  The Original Employment Agreement was modified by that certain Amendment To Employment Agreement dated as of June 19, 2000 by and between the APCOA/Standard Parking, Inc. (“A/SP”) and Executive (the “First Amendment”), that certain Second Amendment To Employment Agreement dated as of December 6, 2000 by and between A/SP and Executive (the “Second Amendment”), that certain Third Amendment To Employment Agreement dated as of April 1, 2002 by and between A/SP and Executive (the “Third Amendment”) and that certain Fourth Amendment To Employment Agreement dated December 31, 2003 by and between the Company and Executive (the “Fourth Amendment”).  The Original Employment Agreement, as modified by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment, is hereafter referred to as the “Agreement”.   The Company is the successor-in-interest to all of SPLP’s and A/SP’s rights, and has assumed all of SPLP’s and A/SP’s obligations, under the Agreement.

B.The Company and Executive desire to amend the Agreement in order, among other things, to comply with Section 409A of the Internal Revenue Code of 1986 (the “Code”) and the final regulations and guidance promulgated thereunder.

NOW, THEREFORE, in consideration of the Recitals, the mutual promises and undertakings herein set forth, the receipt and sufficiency of which consideration are hereby acknowledged, the parties hereby agree that the Agreement shall be deemed modified and amended, effective immediately, as follows:

1.Section 3(b) of the Agreement shall be amended to read, in its entirety as so amended, as follows:

“(b)Bonus.     For each calendar year ending during the Employment Period, the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”) based upon terms and conditions of an annual bonus program established for peer executives of the Company (the “Annual Bonus Program”).  The Annual Bonus will be paid in the calendar year immediately following the year for which it is earned, no later than March 15 of such year.  In all events, the Executive’s target Annual Bonus (the “Target Annual Bonus”) throughout the Employment

Period will be not less than Ninety-Five Thousand Dollars ($95,000) per calendar year, with the actual amount of the Annual Bonus being determined in relation to the Target Annual Bonus in accordance with the terms of the Annual Bonus Program.”

2.Section 5(a) of the Agreement shall be corrected to conform with the parties’ intent by substituting the words “under clause (d)(iii) of Section 3” in lieu of the words “under clause (d)(iv) of Section 3”.

3.A new Section 10 shall be added to the Agreement to read as follows:

“10.Compliance with Section 409A.    Payments under Sections 5 and 6 shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of Section 409A of the Code.  Further, if the Executive is a “specified employee” as such term is defined under Section 409A of the Code, any payments described in Section 5 or Section 6 shall be delayed for a period of six (6) months following the Executive’s separation from service to the extent and up to an amount necessary to ensure such payments are not subject to the penalties and interest under Section 409A of the Code, and shall thereafter be paid for the duration set forth in Section 5 or Section 6.”

4.Except as expressly modified above, all of the remaining terms and provisions of the Agreement are hereby ratified and confirmed in all respects, and shall remain in full force and effect in accordance with their terms.

IN WITNESS WHEREOF, the Company and Executive have executed this Fifth Amendment to Employment Agreement as of the day and year first above written.

COMPANY:		EXECUTIVE:
STANDARD PARKING CORPORATION,
a Delaware corporation
		Michael K. Wolf
By:
	James A. Wilhelm
	President and Chief Executive Officer

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EX-10.7.3

Exhibit 10.7.3

THIRD AMENDMENT

TO

EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Third Amendment”) by and between Standard Parking Corporation (formerly known as APCOA/Standard Parking, Inc., and hereinafter referred to as the “Company”) and Robert N. Sacks (the “Executive”) dated as of April 1, 2005.

RECITALS

A.The Company and the Executive have previously executed a certain Employment Agreement dated as of May 18, 1998, as amended by a certain First Amendment to Employment Agreement dated as of November 7, 2001 and by a certain Second Amendment to Employment Agreement dated as of April 1, 2003 (as so amended, the “Employment Agreement”).

B.The Company and Executive desire to amend certain terms of the Employment Agreement as hereinafter set forth.

NOW, THEREFORE, the Employment Agreement is hereby amended in the following respects:

1.Subparagraph (a) of paragraph 3 of the Employment Agreement is hereby amended to provide that the Executive’s annual base salary as of April 1, 2005 shall be at the rate of $300,270.

2.Except as specifically amended by this Third Amendment, the Employment Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, Executive and the Company have executed this First Amendment as of the day and year first above written.

Standard Parking Corporation:
By:
	James A. Wilhelm
	President & Chief Executive Officer
Executive:
	Robert N. Sacks

EX-10.7.4

Exhibit 10.7.4

FOURTH AMENDMENT

TO EMPLOYMENT AGREEMENT

This Fourth Amendment to Employment Agreement is made this      day of December, 2008, by and between Standard Parking Corporation, a Delaware corporation (the “Company”), and Robert N. Sacks (the “Executive”).

RECITALS

A.The Executive and the Company have previously executed a certain Employment Agreement dated as of May 18, 1998 (the “Original Employment Agreement”). The Original Employment Agreement was modified by that certain Amendment to Employment Agreement dated as of November 7, 2001 (the “First Amendment”) between APCOA/Standard Parking, Inc. and Executive, that certain Second Amendment dated April 1, 2003 by and between APCOA/Standard Parking, Inc. and the Executive (the “Second Amendment”), and that certain Third Amendment to Employment Agreement dated as of April 1, 2005 by and between the Company and the Executive (the “Third Amendment”). The Original Employment Agreement, First Amendment, Second Amendment and Third Amendment are hereafter referred to collectively as the (“Agreement”).

B.The Company and the Executive desire to amend the Agreement in order, among other things, to comply with Section 409A of the Internal Revenue Code of 1986 (the “Code”) and the final regulation and guidance promulgated thereunder.

NOW, THEREFORE, in consideration of the Recitals, the mutual promises and undertakings herein set forth, the receipt and sufficiency of which consideration are hereby acknowledged, the parties hereby agree that the Agreement shall be deemed modified and amended, effective immediately, as follows:

1.Paragraph 3(b) of the Agreement shall be amended to read, in its entirety as so amended, as follows:

“   (b)Bonus.     For each calendar year ending during the Employment Period, the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”) based upon terms and conditions of an annual bonus program established for peer executives of the Company (the “Annual Bonus Program”). The Annual Bonus will be paid in the calendar year immediately following the year for which it is earned, no later than March 15 of such year.  In all events, the Executive’s target Annual Bonus (the “Target Annual Bonus”) throughout the Employment Period will be 30% of the Annual Base Salary, with the actual amount of the Annual Bonus being determined in relation to the Target Annual Bonus in accordance with the terms of the Annual Bonus Program.”

2.Paragraph 5(c) of the Agreement shall be amended to add the following sentence to the end thereof:

“The Annual Base Salary and bonus payment to be made hereunder shall be made as and when such amounts would be paid in accordance with paragraphs 3(a) and (b) above.”

3.A new paragraph 8(H) shall be added to the Agreement to read as follows:

“    8(H).    Compliance with Section 409A.   Payments under paragraph 5 shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code. Further, if the Executive is a “specified employee” as such term is defined under Section 409A of the Code, any payments described in paragraph 5 shall be delayed for a period of six (6) months following the Executive’s separation from service to the extent and up to an amount necessary to ensure such payments are not subject to the penalties and interest under Section 409A of the Code, and shall thereafter be paid for the duration set forth in paragraph 5.”

4.Except as expressly modified above, all of the remaining terms and provisions of the Agreement are hereby ratified and confirmed in all respects, and shall remain in full force and effect in accordance with their terms.

     IN WITNESS WHEREOF, the Company and Executive have executed this Fourth Amendment as of the day and year first above written.

COMPANY:		EXECUTIVE:
STANDARD PARKING CORPORATION,
a Delaware corporation
		Robert N. Sacks
By:
	James A. Wilhelm
	President and Chief Executive Officer

2

EX-10.7.5

Exhibit 10.7.5

FIFTH AMENDMENT TO

EMPLOYMENT AGREEMENT

This Fifth Amendment to Employment Agreement is made as of the 28th day of January, 2009, by and between Standard Parking Corporation, a Delaware corporation (the “Company”), and Robert N. Sacks (the “Executive”).

RECITALS

A.Executive and APCOA, Inc., a Delaware corporation (“APCOA”), previously executed a certain Employment Agreement dated as of May 18, 1998 (the “Original Employment Agreement”).  The Original Employment Agreement was modified by that certain First Amendment To Employment Agreement dated as of November 7, 2001 by and between APCOA/Standard Parking, Inc., a Delaware corporation formerly known as APCOA, Inc. (“A/SP”) and Executive (the “First Amendment”), that certain Second Amendment To Employment Agreement dated as of August 1, 2003 by and between A/SP and Executive (the “Second Amendment”), that certain Third Amendment To Employment Agreement dated as of April 1, 2005 by and between the Company and Executive (the “Third Amendment”), and that certain Fourth Amendment To Employment Agreement dated December 29, 2008 by and between the Company and Executive (the “Fourth Amendment”).  The Original Employment Agreement, as modified by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment, is hereafter referred to as the “Agreement”.  The Company is the successor-in-interest to all of APCOA’s and A/SP’s rights and obligations under the Agreement.

B.The Company and Executive have agreed to modify certain provisions of the Agreement as set forth below.

NOW, THEREFORE, in consideration of the Recitals, the mutual promises and undertakings herein set forth, and the sum of Ten Dollars ($10.00) in hand paid, the receipt and sufficiency of which consideration are hereby acknowledged, the parties hereby agree that the Agreement shall be deemed modified and amended, effective immediately, as follows:

1.Section 6 of the Agreement shall be amended to read, in its entirety as so amended, as follows:

“6.Protection of Company Assets.

(a)Trade Secret and Confidential Information.  The Executive recognizes and acknowledges that the acquisition and operation of, and the providing of consulting services for, parking facilities is a unique enterprise and that there are relatively few firms engaged in these businesses in the primary areas in which the Parking Companies operates.  The Executive

further recognizes and acknowledges that as a result of his employment with the Parking Companies, the Executive has had and will continue to have access to confidential information and trade secrets of the Parking Companies that constitute proprietary information that the Parking Companies are entitled to protect, which information constitutes special and unique assets of the Parking Companies, including without limitation (i) information relating to the Parking Companies’ manner and methods of doing business, including without limitation, strategies for negotiating leases and management agreements; (ii) the identity of the Parking Companies’ clients, customers, prospective clients and customers, lessors and locations, and the identity of any individuals or entities having an equity or other economic interest in any of the Parking Companies to the extent such identity has not otherwise been voluntarily disclosed by any of the Parking Companies; (iii) the specific confidential terms of management agreements, leases or other business agreements, including without limitation the duration of, and the fees, rent or other payments due thereunder; (iv) the identities of beneficiaries under land trusts; (v) the business, developments, activities or systems of the Parking Companies, including without limitation any marketing or customer service oriented programs in the development stages or not otherwise known to the general public; (vi) information concerning the business affairs of any individual or firm doing business with the Parking Companies; (vii) financial data and the operating expense structure pertaining to any parking facility owned, operated, leased or managed by the Parking Companies or for which the Parking Companies have or are providing consulting services; (viii) information pertaining to computer systems, including but not limited to computer software, used in the operation of the Parking Companies; and (ix) other confidential information and trade secrets relating to the operation of the Company’s business (the matters described in this sentence hereafter referred to as the “Trade Secret and Confidential Information”).

(b)Customer Relationships.  The Executive understands and acknowledges that the Company has expended significant resources over many years to identify, develop, and maintain its clients.  The Executive additionally acknowledges that the Company’s clients have had continuous and long-standing relationships with the Company and that, as a result of these close, long-term relationships, the Company possesses significant knowledge of its clients and their needs.  Finally, the Executive acknowledges the Executive’s association and contact with these clients is derived solely from his employment with the Company.  The Executive further acknowledges that the Company does business throughout the United States and that the Executive personally has significant contact with the Company customers solely as a result of his relationship with the Company.

(c)Confidentiality.  With respect to Trade Secret and Confidential Information, and except as may be required by the lawful order of a court of competent jurisdiction, the Executive agrees that he shall:

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(i)hold all Trade Secret and Confidential Information in strict confidence and not publish or otherwise disclose any portion thereof to any person whatsoever except with the prior written consent of the Company;

(ii)use all reasonable precautions to assure that the Trade Secret and Confidential Information are properly protected and kept from unauthorized persons;

(iii)make no use of any Trade Secret and Confidential Information except as is required in the performance of his duties for the Company; and

(iv)upon termination of his employment with the Company, whether voluntary or involuntary and regardless of the reason or cause, or upon the request of the Company, promptly return to the Company any and all documents, and other things relating to any Trade Secret and Confidential Information, all of which are and shall remain the sole property of the Company.  The term “documents” as used in the preceding sentence shall mean all forms of written or recorded information and shall include, without limitation, all accounts, budgets, compilations, computer records (including, but not limited to, computer programs, software, disks, diskettes or any other electronic or magnetic storage media), contracts, correspondence, data, diagrams, drawings, financial statements, memoranda, microfilm or microfiche, notes, notebooks, marketing or other plans, printed materials, records and reports, as well as any and all copies, reproductions or summaries thereof.

Notwithstanding the above, nothing contained herein shall restrict the Executive from using, at any time after his termination of employment with the Company, information which is in the public domain or knowledge acquired during the course of his employment with the Company which is generally known to persons of his experience in other companies in the same industry.

(d)Assignment of Intellectual Property Rights.  The Executive agrees to assign to the Company any and all intellectual property rights including patents, trademarks, copyright and business plans or systems developed, authored or conceived by the Executive while so employed and relating to the business of the Company, and the Executive agrees to cooperate with the Company’s attorneys to perfect ownership rights thereof in the Company or any one or more of the Company. This agreement does not apply to an invention for which no equipment, supplies, facility or Trade Secret and Confidential Information of the Company was used and which was developed entirely on the Executive’s own time, unless (i) the invention relates either to the business of the Company or to actual or demonstrably anticipated research or development of the Parking Companies, or (ii) the

3

invention results from any work performed by the Executive for the Parking Companies.

(e)Inevitable Disclosure.  Based upon the Recitals to this Agreement and the representations the Executive has made in Sections 6(a) and 6(b) above, the Executive acknowledges that the Company’s business is highly competitive and that it derives significant value from both its Trade Secret and Confidential Information not being generally known in the marketplace and from their long-standing near-permanent customer relationships.  Based upon this acknowledgment and his acknowledgments in Sections 6(a) and 6(b), the Executive further acknowledges that he inevitably would disclose the Company’s Trade Secret and Confidential Information, including trade secrets, should the Executive serve as director, officer, manager, supervisor, consultant, independent contractor, owner of greater than 1% of the stock, representative, agent, or executive (where the Executive’s duties as an employee would involve any level of strategic, advisory, technical, creative sales, or other similar input) for any person, partnership, joint venture, firm, corporation, or other enterprise which is a competitor of the Company engaged in providing parking facility management services because it would be impossible for the Executive to serve in any of the above capacities for such a competitor of the Company without using or disclosing the Company’s Trade Secret and Confidential Information, including trade secrets.  The above acknowledgment concerning inevitable disclosure is a rebuttable presumption.  Executive may, in particular circumstances, rebut the presumption by proving by clear and convincing evidence that the Executive would not inevitably disclose trade secret or confidential information were he to accept employment or otherwise act in a capacity that would arguably violate this Agreement

(f)Non-Solicitation.  The Executive agrees that while he is employed by the Company and for a period of twenty-four (24) months after the Date of Termination, the Executive shall not, directly or indirectly:

(i)without first obtaining the express written permission of the Company’s General Counsel, which permission may be withheld solely in the Company’s discretion, directly or indirectly contact or solicit business from any client or customer of the Company with whom the Executive had any contact or about whom the Executive acquired any Trade Secret or Confidential Information during his employment with the Company or about whom the Executive has acquired any information as a result of his employment with the Company.  Likewise, the Executive shall not, without first obtaining the express written permission of the Company’s General Counsel which permission may be withheld solely in the Company’s discretion, directly or indirectly contact or solicit business from any person responsible for referring business to the Company or who regularly refers business to the Company with whom the Executive had any contact or about

4

whom the Executive acquired any Trade Secret or Confidential Information during his employment with the Company or about whom the Executive has acquired any information as a result of his employment with the Company.  The Executive’s obligations set forth in this Section are in addition to those obligations and representations, including those regarding Trade Secret and Confidential Information and inevitable disclosure of the Trade Secret and Confidential Information of the Parking Companies set forth in this Section 6; or

(ii)take any action to recruit or to directly or indirectly assist in the recruiting or solicitation for employment of any officer, employee or representative of the Parking Companies.

It is not the intention of the Company to interfere with the employment opportunities of former employees except in those situations, described above, in which such employment would conflict with the legitimate interests of the Company.  If the Executive, after the termination of his employment hereunder, has any question regarding the applicability of the above provisions to a potential employment opportunity, the Executive acknowledges that it is his responsibility to contact the Company so that the Company may inform the Executive of its position with respect to such opportunity.

(g)Salary Continuation Payments.     As additional consideration for the representation and restrictions contained in this Section 6, if Executive’s termination occurs for any reason (including without limitation the Company’s effective termination of Executive’s employment at the end of any Employment Period expiring prior to March 30, 2018 by reason of the Company’s election to give a Notice of Nonrenewal pursuant to Section 1) other than for Cause or by reason of Executive’s voluntary termination as provided in Section 4(c) (“Voluntary Termination”), then in addition to any amounts payable by the Company to the Date of Termination and without in any manner releasing, impairing or altering to any extent any of Executive’s rights pursuant to any other provisions of this Agreement, the Company agrees to pay Executive amounts (the “Salary Continuation Payments”) which, when combined with all any and all amounts that may be payable to Executive by the Company pursuant to Section 5(a), will total Executive’s Annual Base Salary and Annual Target Bonus as in effect immediately preceding the Date of Termination for a period of twenty-four (24) months following (i) the Date of Termination, or (ii) the last day of the Employment Period if the Company gives a Notice of Nonrenewal (the “Salary Continuation Payments”).  The Salary Continuation Payments shall be payable as and when such amounts would be paid in accordance with Section 3(a) and (b) above.  In the event of a Voluntary Termination, or if Executive is terminated for Cause, or if the Company terminates Executive’s employment at the end of any Employment Period expiring on or after March 30, 2018 by

5

reason of any Notice of Nonrenewal given pursuant to Section 1, the Salary Continuation Payments shall be reduced to the agreed total amount of $50,000, payable over a 12-month period following the Date of Termination in equal monthly installments.  In the event Executive breaches this Agreement at any time during the 24-month period following the Date of Termination, the Company’s obligation to continue any Salary Continuation Payments shall immediately cease, and the Executive shall immediately return to the Company all Salary Continuation Payments paid up to that time.  The termination of Salary Continuation Payments shall not waive any other rights at law or equity which the Company may have against Executive by virtue of his breach of this Agreement. The Company’s obligation to make Salary Continuation Payments shall also cease with respect to periods after Executive’s death.

(h)Remedies.  The Executive acknowledges that the Company would be irreparably injured by a violation of the covenants of this Section 6 and agrees that the Company, or any one or more of the Parking Companies, in addition to any other remedies available to it or them for such breach or threatened breach, shall be entitled to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining the Executive from any actual or threatened breach of any of the provisions of this Section 6.  If a bond is required to be posted in order for the Company or any one or more of the Company to secure an injunction or other equitable remedy, the parties agree that said bond need not exceed a nominal sum.  This Section shall be applicable regardless of the reason for the Executive’s termination of employment, and independent of any alleged action or alleged breach of any provision hereby by the Company.  If at any time any of the provisions of this Section 6 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to duration, area, scope of activity or otherwise, then this Section 6 shall be considered divisible (with the other provisions to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to be immediately amended to include only such time, area, scope of activity and other restrictions, as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and the Executive expressly agrees that this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

(i)Attorneys’ Fees.  In the event of litigation in connection with or concerning the subject matter of this Agreement, the prevailing party shall be entitled to recover all costs and expenses of litigation incurred by it, including without limitation attorneys’ fees and, in the case of the Company, reasonable compensation for the services of its internal personnel.”

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2.The third sentence of Section 5(a) of the Agreement is hereby deleted in its entirety.

3.Except as expressly modified above, all of the remaining terms and provisions of the Agreement are hereby ratified and confirmed in all respects, and shall remain in full force and effect in accordance with their terms.

IN WITNESS WHEREOF, the Company and Executive have executed this Fifth Amendment to Employment Agreement as of the day and year first above written.

COMPANY:		EXECUTIVE:
STANDARD PARKING CORPORATION,
a Delaware corporation
		Robert N. Sacks
By:
	James A. Wilhelm
	President and Chief Executive Officer

7

EX-10.11.1

Exhibit 10.11.1

FIRST AMENDMENT TO

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This First Amendment to Amended and Restated Executive Employment Agreement is made this 29th day of December, 2008, by and between Standard Parking Corporation, a Delaware corporation (the “Company”), and G. Marc Baumann (the “Executive”).

RECITALS

A.            The Executive and Standard Parking Corporation, a Delaware corporation (the “Company”), previously executed a certain Amended and Restated Executive Employment Agreement dated as of October 1, 2001 (the “Original Employment Agreement”).

B.            The Company and Executive desire to amend the Agreement in order, among other things, to comply with Section 409A of the Internal Revenue Code of 1986 (the “Code”) and the final regulations and guidance promulgated thereunder.

NOW, THEREFORE, in consideration of the Recitals, the mutual promises and undertakings herein set forth, the receipt and sufficiency of which consideration are hereby acknowledged, the parties hereby agree that the Agreement shall be deemed modified and amended, effective immediately, as follows:

1.Paragraph 3(b) of the Agreement shall be amended to read, in its entirety as so amended, as follows:

“   (b)      Bonus.     For each calendar year ending during the Employment Period, the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”) based upon terms and conditions of an annual bonus program established by the Company. Any such annual bonus program shall provide that the Executive’s target bonus (“Target Annual Bonus”) will be a percentage equal to thirty-five percent (35%) of the Annual Base Salary.   The Annual Bonus will be paid in the calendar year immediately following the year for which it is earned, no later than March 15 of such year.  The actual amount of the Executive’s Annual Bonus shall be determined based on the achievement of the applicable established performance targets.”

2.Paragraph 5(c) of the Agreement shall be amended to add the following sentence to the end thereof:

“The Annual Base Salary and bonus payment to be made hereunder shall be made as and when such amounts would be paid in accordance with paragraphs 3(a) and (b) above.”

3.A new paragraph 8(h) shall be added to the Agreement to read as follows:

“    8(h).    Compliance with Section 409A.   Payments under paragraphs 5 and 6 shall be paid or provided only at the time of a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of Section 409A of the Code. Further, if the Executive is a “specified employee” as such term is defined under Section 409A of the Code, any payments described in paragraph 5 or paragraph 6 shall be delayed for a period of six (6) months following the Executive’s separation from service to the extent and up to an amount necessary to ensure such payments are not subject to the penalties and interest under Section 409A of the Code, and shall thereafter be paid for the duration set forth in paragraph 5 or paragraph 6.”

4.Except as expressly modified above, all of the remaining terms and provisions of the Agreement are hereby ratified and confirmed in all respects, and shall remain in full force and effect in accordance with their terms.

IN WITNESS WHEREOF, the Company and Executive have executed this First Amendment as of the day and year first above written.

COMPANY:		EXECUTIVE:
STANDARD PARKING CORPORATION,
a Delaware corporation
		G. Marc Baumann
By:
	James A. Wilhelm
	President and Chief Executive Officer

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EX-10.27

Exhibit 10.27

2/23/2000

GUARANTY AGREEMENT

OF

APCOA/STANDARD PARKING, INC.

THIS GUARANTY AGREEMENT (“the Guaranty”) is made this       day of March, 2000, by APCOA/Standard Parking Inc., a Delaware Corporation, having its headquarters at Chicago, Illinois (the “Guarantor”) to and for the benefit of the State of Connecticut, Department of Transportation (“the State”) having its headquarters at Newington, Connecticut.

WITNESSETH:

WHEREAS, APCOA Bradley Parking Company, LLC (“ABPC”) entered in a Construction, Financing and Operating Special Facility Lease Agreement with the State of even date herewith (the “Lease”), a copy of which is attached hereto as Exhibit A; and

WHEREAS, pursuant to the Lease, ABPC has entered into a License Agreement with the Guarantor, which is attached hereto as Exhibit B, through which the Guarantor is responsible for all non-construction obligations of ABPC under the Lease during the construction phase of the Garage, as each is defined in the Lease and License Agreement; and

WHEREAS, pursuant to the Lease, ABPC has entered into an Assignment Agreement with Bradley Airport Parking, Limited Partnership (“BAP”), of which the Guarantor is the sole general partner, which is attached hereto as Exhibit C, through which BAP is responsible for all non-construction obligations of ABPC during the term of the Assignment Agreement, as each is defined in the Lease and Assignment Agreement; and

WHEREAS, to induce the State to enter into the Lease, the Guarantor has agreed with the State to guarantee the payment of all Guaranteed Payments, which are the sum of the Garage Guaranteed Payments and the Surface Parking Guaranteed Payments as defined and set forth in Sections 6(b)(1) and 6(b)(2) of the Lease.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:

1. (a) The Guarantor hereby irrevocably, unconditionally and absolutely guarantees the due and punctual payment to the Trustee, as defined in the Lease, or assignee on behalf of the State, of funds sufficient to make any of the Guaranteed Payments for which the Trustee has insufficient funds on deposit in the appropriate accounts to make the required payment on the scheduled payment date, after application thereto of amounts available therefor from all prior sources as provided in Section 6 of the Lease and upon notification by the Trustee as set forth below. The Guarantor will pay any such amounts and perform such obligations promptly upon demand as set forth herein, such amounts constituting the direct and primary obligation of the Guarantor. Failure to make any such payments when due constitutes a default under this Guaranty. Should such default continue after the opening of business on the date the Trustee is required to make the deposits pursuant to the Lease such default shall also constitute a default under the Lease and, the State shall have every remedy available to it under the Lease.

(b) The Guarantor hereby acknowledges that in the event the Trustee notifies the Guarantor by telephone and telecopier transmission, promptly confirmed in writing by overnight express, of the amount of shortfall or deficiency in any amounts necessary to make a Guaranteed Payment, after application thereto of amounts available therefor from all prior sources as provided in Section 6 of the Lease (each such deficiency or shortfall amount to be known as a “Guarantor Payment”), the Guarantor shall wire transfer the amount of such Guarantor Payment to the Trustee within three business days of such telephonic and telecopier notice. The Guarantor shall be entitled to a reimbursement of such payment, with interest and premium thereon, as set forth and as limited in Section 6(b)(4) of the Lease. The Trustee shall give telephonic notice of the obligation of the Guarantor to make a Guarantor Payment to the Office of the General Counsel, at 312-274-2030 and, telecopier notice to the Office of the General Counsel, at 312-640-6162, and overnight express notice to the Office of the General Counsel, at APCOA/Standard Parking, Inc., 900 North Michigan Avenue, Suite 1600, Chicago, IL, 60611, or such other numbers and addresses as the Guarantor may hereafter supply to the State in writing. The Guarantor shall promptly notify the State and the Trustee of any change of the person to be notified, along with any change of the proper telephone number, telecopier number, and overnight express address. The failure of the Guarantor to provide proper notice of the such changes, or the failure of any telecopier transmission, shall not excuse the Guarantor from its obligations to make timely payment when due to the Trustee.

Notwithstanding anything herein to the contrary, the Guarantor shall not be obligated to make a Guarantor Payment or any portion thereof to the extent such Guarantor Payment or portion thereof is solely caused by the failure of the State to perform its obligations under the first sentence only of Section 7(a)(4)(b) of the Lease.

(c) Under no circumstances and in no event shall payment of any Guarantor Payments be construed as or deemed to be a construction obligation of ABPC or the Guarantor.

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2. Except as provided in paragraph 1(b) above, the Guarantor waives diligence, presentment, protest, notice of dishonor, demand for payment, extension of time for payment, notice of acceptance of this Guaranty, non-payment at maturity and indulgence and notices of every kind, and consents to any and all forbearances and extensions of the time of payment of the Guaranteed Payments and to any and all changes in the terms, covenants and conditions thereof made or granted by written amendment to the Lease or to this Guaranty; it being the intention hereof that the Guarantor shall remain liable absolutely and unconditionally as set forth herein until the end of the full Lease Term, unless such term shall be terminated earlier as set forth within the Lease, except that a default by ABPC under the Lease or the bankruptcy or insolvency of ABPC shall not operate to terminate the obligations of the Guarantor hereunder. The Guarantor also waives all rights waived in the Lease by ABPC. Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected, diminished, modified or impaired by reason of the assertion of or the failure to assert by the State or the Trustee against ABPC or its successors or assigns, any of the rights or remedies reserved to the State or the Trustee pursuant to the provisions of the Lease.

3. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be affected by any action taken by the State or the Trustee under the Lease in the exercise of any right or remedy therein conferred, or by any invalidity or unenforceability thereof, or by any defense or counterclaim that may be available to ABPC against the State or the Trustee, except a defense or counterclaim specifying the failure of the State to perform its obligations under the first sentence only of Section 7(a)(4)(b) of the Lease, it being the purpose and intent of the Guarantor that this Guaranty and the obligations of the Guarantor hereunder shall be absolute and unconditional, as set forth herein. The Guarantor agrees that the rights of the State hereunder may be exercised by the Trustee or other assignee of the State.

4. The Guarantor agrees that this Guaranty may be enforced by the State, or by the Trustee or other assignee of the State, without first resorting to or exhausting any other security, collateral or guaranty except the prior sources for Guaranteed Payments as set forth in Section 6 of the Lease, through court proceedings or otherwise; provided, however, that nothing herein contained shall prevent the State from suing on the Lease with or without making the Guarantor a party to the suit or from exercising other rights thereunder, and if such suit or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever incurred in connection with the enforcement of the Lease and any other documents securing the Lease, shall be applied, and the State shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof.

5. The Guarantor represents and warrants that, as of the date hereof:

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(a) It has furnished to the State true and correct copies of the most recently available financial statements of the Guarantor. Said statements fairly present the financial condition of the Guarantor as of the date indicated and the result of operations during the period indicated. No material adverse change has occurred in the financial condition of the Guarantor since the date of such statements.

(b) It is a duly organized and existing Delaware corporation, is in good standing in Delaware and is duly licensed or qualified and in good standing in Connecticut and in each other material jurisdiction in which it owns property or in which the nature of the business conducted by it requires such licensing or qualification and is duly authorized to make and perform this Guaranty.

(c) The Guarantor has duly authorized the execution and delivery of this Guaranty and this Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable in accordance with its terms. The execution and delivery of this Guaranty does not, and the performance by the Guarantor of its obligations under this Guaranty will not, violate any provision of law applicable to the Guarantor or of the Certificate of Incorporation or By-Laws of the Guarantor, or any agreement, indenture, note or other instrument which is binding upon the Guarantor.

(d) No consent, license or approval from any governmental authority is or will be necessary for the valid execution, delivery and performance by the Guarantor of this Guaranty.

(e) There are no actions, suits or proceedings pending or to its knowledge, threatened against it before any court or other federal, state, municipal or other governmental authority or before any arbitrator(s) which would have a material adverse effect upon the ability of the Guarantor to perform its obligations under this Guaranty. The Guarantor is not in default with respect to any order of any court, arbitrator or governmental body.

(f) The Guarantor is not in default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any agreement or instrument to which the Guarantor is a party or to which its property is subject, which default, together with all such defaults, singly or in the aggregate, may have a materially adverse effect on the business, assets, liabilities, financial condition, results of operations or business prospects of Guarantor.

(g) The Guarantor has substantially complied with all filing requirements for all federal, state and municipal income and other tax returns which are required to be filed, and has paid, or made provision for the payment of, all taxes which have become due pursuant to said returns, except such taxes, if any, which are being contested in good faith and as to which adequate reserves have been provided.

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(g) The Guarantor has, to the best of its knowledge and belief, substantially complied with all applicable statutes, rules, regulations, orders and restrictions of any governmental entity, instrumentality or agency having jurisdiction over the conduct of its business or the ownership of its property.

(h) The Guarantor has substantially complied with all requirements for obtaining all franchises, permits, licenses and other similar authorizations necessary for the conduct of its business as now being conducted by it and is not aware of any state of facts that would make it impossible or impractical to obtain any similar authorization necessary for the conduct of its business as planned to be conducted, and the Guarantor is not in material violation, nor will the transactions contemplated by this Guaranty cause a violation, of the terms or provisions of any such franchise, permit, license or other similar authorization.

6. The Guarantor agrees that the Guarantor’s obligations to make Guarantor Payments in accordance with the terms of this Guaranty shall not be impaired, modified, changed, released, or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of ABPC or its estate in bankruptcy resulting from the operation of any present or future provision of the Federal Bankruptcy Code or other similar statute, or from the decision of any court.

7. Until this Guaranty is terminated as herein provided, the Guarantor agrees that it will:

(a) Preserve and maintain its existence as a corporation duly organized, validly existing and in good standing under the laws of Connecticut, and remain qualified to do business and in good standing in each other material jurisdiction where the nature of its business or the ownership of its property makes such qualification necessary.

(b) Keep its properties in good working order and adequately insured by financially sound and reputable insurers to the same extent, in the same amounts and against the same risks as is customary in the same or similar businesses.

(c) Notify the State promptly of (a) the occurrence of any default hereunder; (b) the occurrence of any event which results or might result in a materially adverse change in the financial condition of the Guarantor; and (c) the commencement of any action, suit or proceeding against the Guarantor in which the amount claimed exceeds $1,000,000.

(d) Not discontinue its business, be dissolved or otherwise suffer or permit any termination of its corporate existence, merge or consolidate with any other entity, or sell or otherwise transfer all or a material portion of its properties or assets, unless the surviving entity, in the event of such a merger or consolidation or sale of assets, and if such entity is not the Guarantor, expressly assumes in writing the obligations of the Guarantor under this Guaranty.

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(e) Substantially comply with all laws and regulations applicable to it and/or its properties and/or its business and maintain its property in good repair.

(f) Provide the State with audited annual financial statements of the Guarantor and its consolidated subsidiaries prepared by the Guarantor’s independent accountant in accordance with generally accepted accounting principles consistently applied throughout the periods concerned (except as otherwise disclosed in the notes to such financial statements) and which fairly present the financial position and results of operations of the Guarantor and its consolidated subsidiaries at the respective dates and for the respective periods indicated therein, within sixty (60) days of the end of the Guarantor’s fiscal year, and make all of its books and records available for inspection by the State during reasonable business hours. Any documents or reports provided pursuant to this Guaranty shall be true and correct in all material respects as of their date and shall not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

8. The Guarantor agrees that in the event this Guaranty is placed in the hands of any attorney for enforcement, the Guarantor will reimburse the State for all expenses incurred, including reasonable attorneys’ fees.

9. The Guarantor agrees that this Guaranty shall inure to the benefit of and may be enforced by the State, and any of its successors or assigns, including the Trustee, and shall be binding upon and enforceable against the Guarantor and the Guarantor’s respective successors and assigns. The Guarantor further agrees that the Trustee may assign any or all of its rights under this Guaranty to a successor trustee as provided under the Indenture.

10. The Guarantor agrees that all documents and agreements executed and delivered pursuant hereto, when delivered, will be valid and binding in accordance with their respective terms and will deliver an opinion of counsel with respect thereto satisfactory to the State.

11. The occurrence of any of the following events shall constitute an event of default (“Event of Default”) by the Guarantor:

(a) Any representation or warranty made by the Guarantor in writing in connection with this Guaranty which shall prove to have been incorrect in any material respect when made.

(b) The breach by the Guarantor of any other provision hereof.

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(c) Nonpayment by the Guarantor of any Guarantor Payment when due.

(d) The entry of a decree or order for relief by a court having jurisdiction in respect of the Guarantor or in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Guarantor or for any substantial part of the property of the Guarantor, which shall remain in effect for a period of ninety (90) consecutive days; or upon the commencement by the Guarantor of a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by the Guarantor to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Guarantor or for any substantial part of the property of the Guarantor or the making by the Guarantor of any assignment for the benefit of creditors.

If any Event of Default shall occur hereunder (whether or not an independent default shall have occurred under the Lease), then the State or the Trustee shall have the right to take whatever action at law or in equity it shall deem necessary or desirable to enforce performance and observation of the Guarantor’s obligations hereunder, including, without limitation, the right to demand immediate payment of Guarantor Payments then due and payable by Guarantor without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived.

12. The Guarantor agrees that, as used hereinabove, unless the context clearly indicates a contrary context, pronouns of any gender shall include the other genders, and either the singular or plural shall include the other.

13. The Guarantor agrees that, if this Guaranty is executed by more than one Guarantor, the liability of each Guarantor hereunder shall be joint and several.

14. The Guarantor agrees that, this Guaranty shall be governed by and construed in accordance with the laws of the State of Connecticut.

15. The Guarantor agrees not to transfer any interest in ABPC or APCOA/TBI without the prior, written approval of the State.

16. The liability of the undersigned shall be absolute and continuing until the Lease is terminated by its terms, unless such termination is the result of an event of default thereunder or the bankruptcy or insolvency of ABPC.

17. Other than notice as provided in Section 1(b) hereof from the Trustee to the Guarantor that it is obligated to make a Guarantor Payment, any notice herein required or

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permitted to be given to the undersigned hereunder may be given by telephone (confirmed within twenty-four hours in writing), or in writing by depositing the same in the United States mail, postage prepaid, addressed to the undersigned as follows: The Office of the General Counsel, at 312-274-2030 and APCOA /Standard Parking, Inc., 900 North Michigan Avenue, Suite 1600, Chicago, IL 60611, or at such other address as any of the undersigned may hereafter furnish to the State in writing.

18. No delay or omission by the State to exercise any right or power hereunder or under the Lease or any other document pertaining to the Lease shall impair such right or power or be construed to be a waiver of any default or any acquiescence therein, and any single or partial exercise of any such right or power shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver whatsoever shall be valid unless in writing signed by the State, and then only to the extent in such writing specifically set forth. All remedies herein or by law afforded shall be cumulative and shall be available to the State until all obligations of the Guarantor hereunder have been paid or satisfied in full.

19. The Guarantor acknowledges that it will materially, directly or indirectly, receive financial benefit from the Lease.

20. No amendment or supplement to or other modification of this Guaranty and no consent or waiver hereunder shall be of any effect unless it is in writing and executed by the Guarantor and the State.

21. (a) For purposes of this Guaranty, the term ABPC shall include the successors and assigns of APCOA Bradley  Parking Company, LLC.

(b) For the purpose of the Guaranty, the term Trustee shall include the Trustee acting in its capacity as Custodian under the Custody Agreement, as those terms are defined in the Lease.

22. In the event that any term or provision of this Agreement conflicts with any provision of the Lease, the Lease shall prevail..

23. This Guaranty contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements relating to such subject matter and may not be modified, amended, supplemented or discharged except by a written agreement signed by Guarantor, the State and the Trustee.

24. If all or any portion of any provision contained in this Guaranty shall be determined to be invalid, illegal or unenforceable in any respect for any reason, such provision or portion thereof shall be deemed stricken and severed from this Guaranty and the remaining provisions and portions thereof shall continue in full force and affect.

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25. This Guaranty may be executed in counterparts which together shall constitute the same instrument.

IN WITNESS WHEREOF, this Guaranty has been duly signed, sealed and delivered by the Guarantor the day and year first above written.

GUARANTOR,
APCOA/Standard Parking, Inc.
By:	/s/ James A. Wilhelm
	Its: James A. Wilhelm, Senior Executive Duly
		Authorized Vice President, Chief Operations   Officer
ACCEPTED:
STATE OF CONNECTICUT, Department of Transportation James F. Sullivan, Commissioner
By:	/s/ Robert F. Juliano
	Bureau Chief,
	Bureau of Aviation and Ports
ASSIGNMENT:
The State hereby assigns to First Union National Bank, in its capacities as Trustee and/or Custodian, each as defined in the Lease identified herein, the non-exclusive right to enforce the obligations of the Guarantor hereunder to make Guaranteed Payments in accordance with the provisions of this Guaranty.

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STATE OF CONNECTICUT, Department of Transportation James F. Sullivan, Commissioner
By:	/s/ Robert F. Juliano
	Bureau Chief,
	Bureau of Aviation and Ports
ACCEPTED:
FIRST UNION NATIONAL BANK As Trustee and as Custodian
By:

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EX-10.28

Exhibit 10.28

2/23/2000

CONSTRUCTION, FINANCING AND OPERATING SPECIAL FACILITY LEASE
AGREEMENT

Dated as of            , 2000

Between
THE STATE OF CONNECTICUT
DEPARTMENT OF TRANSPORTATION
and
APCOA BRADLEY PARKING COMPANY, LLC

Relating to
the Construction, Financing, Operating and Leasing
of a Parking Garage and Surface Parking at
Bradley International Airport
Windsor Locks, Connecticut

Table of Contents

		Page
RECITALS		1
SECTION 1.	Definitions	2
SECTION 2.	Ownership of and Granting of Leasehold Interest in the Project Site, Garage and Surface Parking	13
SECTION 3.	Term	14
SECTION 4.	Construction of the Garage	14
(a)	Obligation to Construct	14
(b)	Change Orders	15
(c)	Insurance	15
(d)	Substantial Completion	15
(e)	State’s Certificate of Acceptance	16
(f)	Site Plans and Surveys	16
(g)	Punch List	16
(h)	Construction Representatives	16
(i)	Extension of Target Date	17
(j)	Inspection of Garage and Project Site	17
(k)	State’s Duty to Cooperate	17
(l)	Payment and Performance Bond	18
SECTION 5.	Issuance of Bonds	18
SECTION 6.	Flow of Funds and Payments	18
(a)	Deposit of Gross Receipts	18
(b)	Trustee Payments	19
SECTION 7.	Use and Operation of the Leased Premises	26
(a)	General	26
(b)	Credit Cards and Debit Cards	31
(c)	Revenue Control	31
(d)	Budget	35
(e)	Recordkeeping, Reporting and Audits	35
(f)	Airport Shuttle Bus Service	37
SECTION 8.	Unlawful Use	39
SECTION 9.	Payment of Taxes and Assessments	39
SECTION 10.	Utilities and Service Contracts	41
SECTION 11.	Insurance	41
SECTION 12.	Maintenance, Repairs and Capital Improvements	43
(a)	Garage	43
(b)	Surface Parking	44
SECTION 13.	Damage or Destruction	46
SECTION 14.	Eminent Domain	46
SECTION 15.	ABPC’s Option to Terminate	47
SECTION 16.	Assignment of Lease by the State	48
SECTION 17.	Right of the State to Perform ABPC’s Obligations	48

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		Page
SECTION 18.	Employment of Personnel	49
SECTION 19.	Environmental Provisions	49
SECTION 20.	Defaults, Remedies and Waivers by ABPC	52
SECTION 21.	Representations of ABPC	54
(a)	Corporate Organization and Power	54
(b)	Pending Litigation	54
(c)	Agreements Are Valid and Authorized	54
(d)	Governmental Consents	54
(e)	No Defaults	55
(f)	Compliance with Laws	55
SECTION 22.	Representations of the State	55
(a)	Pending Litigation	55
(b)	No Defaults	55
(c)	Title	55
(d)	Compliance with Laws	55
SECTION 23.	No Remedy Exclusive	55
SECTION 24.	Breach by the State	56
SECTION 25.	Indemnification	56
SECTION 26.	Severability	56
SECTION 27.	Waiver of Subrogation	56
SECTION 28.	Vacation of Garage and Surface Parking	57
SECTION 29.	Holding Over	57
SECTION 30.	Waiver	57
SECTION 31.	Concurrent Remedies	57
SECTION 32.	Mechanic’s or Other Liens	57
SECTION 33.	Assignment and Subletting	57
SECTION 34.	Broker’s Commission	58
SECTION 35.	Construction of “the State” and “ABPC”	58
SECTION 36.	Notice of Lease to be Recorded	58
SECTION 37.	Notices	58
SECTION 38.	Quiet Enjoyment	59
SECTION 39.	No Third Party Benefit	59
SECTION 40.	Estoppel Certificates	59
SECTION 41.	Governing Law	60
SECTION 42.	Disadvantaged Business Enterprise (DBE) Requirement	60
SECTION 43.	Counterparts	61
SECTION 44.	Captious	61
SECTION 45.	Complete Agreement	61
SECTION 46.	Civil Rights and Executive Orders	62
SECTION 47.	Agent for Service of Process	66
SECTION 48.	Required Federal Aviation Administration (FAA) Contract Provisions	66
SECTION 49.	Suspension or Debarment	67
SECTION 50.	Covenant as to Tax Exemption	68
SECTION 51.	Property Rights on Termination	69
SECTION 52.	Covenants with Respect To the United States of America	70
SECTION 53.	Leasehold Mortgage	70

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		Page
EXHIBIT A.	Description of Project Site	A-1
EXHIBIT B.	Intentionally Omitted	B-1
EXHIBIT C.	Certificate of Acceptance of the Garage	C-1
EXHIBIT D.	RESERVED
EXHIBIT E.	State Minimum Guarantee Payment Schedule	E-1
EXHIBIT F.	Parking Fee Schedule	F-1
EXHIBIT G.	Surface Parking Lots	G-1
EXHIBIT H.	Major Maintenance Fund Requirement and Capital Improvement Fund Requirements	H-1
EXHIBIT I.	Copy of License Agreement	I-1
EXHIBIT J.	Copy of Assignment Agreement	J-1
EXHIBIT K.	Development Costs	K-1
EXHIBIT L.	Construction Management Agreement	L-1
EXHIBIT M.	Guaranty Agreement	M-1

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CONSTRUCTION, FINANCING AND OPERATING SPECIAL FACILITY LEASE
AGREEMENT

THIS CONSTRUCTION, FINANCING AND OPERATING SPECIAL FACILITY LEASE AGREEMENT (the “Lease”) is made and entered into as of the — day of March, 2000, by and between THE STATE OF CONNECTICUT, DEPARTMENT OF TRANSPORTATION, James F. Sullivan, Commissioner, acting herein by Robert F. Juliano, Bureau Chief, Bureau of Aviation and Ports, duly authorized (the “State”), and APCOA BRADLEY PARKING COMPANY, LLC, a Connecticut limited liability company (“ABPC”).

WITNESSETH:

A. WHEREAS, the State of Connecticut, acting through the Department of Transportation, is the owner of certain land, buildings and improvements thereon known as Bradley International Airport (the “Airport”), which is located in part in the Town of Windsor Locks, County of Hartford, State of Connecticut;

B. WHEREAS, the State has determined that the need exists for an approximately 3,500 space parking garage and other improvements (the “Garage”) on a site immediately adjacent to the terminal complex at the Airport, as more particularly described in Exhibit A hereto (the “Project Site”);

C. WHEREAS, APCOA/Standard Parking, Inc. (“APCOA”) and Tomasso Brothers, Inc. (“TBI”) acting through ABPC, a wholly owned affiliate of APCOA, and the State desire to enter into this Construction, Financing and Operating Special Facility Lease Agreement under which ABPC agrees to construct and operate the Garage and to provide for the payment of certain amounts hereunder, and the State, pursuant to authority granted in C.G.S. Chapter 266a, Section 2.8 of the Bradley Airport Parity Bond Indenture, and a Trust Indenture, dated as of , 2000, as supplemented by a First Supplemental Trust Indenture (as so supplemented, the “Trust Indenture”), each between the State and the trustee named therein (the “Trustee”), agrees to issue and sell one or more series of its Bradley International Airport special obligation parking revenue bonds (the “Bonds”) in a principal amount sufficient to finance the cost of developing and constructing the Garage and related costs;

D. WHEREAS, under this Lease, ABPC will obligate itself to deposit all Garage Gross Receipts and Surface Parking Gross Receipts, as hereinafter provided with the Trustee, as assignee of the State under the Trust Indenture or in its capacity as Custodian which deposit obligations and other non-construction obligations of ABPC under this Lease shall, prior to Substantial Completion of the Garage, be performed by APCOA, pursuant to a License Agreement (the “License Agreement”) dated as of the date hereof, between ABPC and APCOA, a copy of which is attached hereto as Exhibit I;

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E. WHEREAS, APCOA pursuant to a Guaranty Agreement, a copy of which is attached hereto as Exhibit M (the “Guaranty”), has guaranteed certain Guaranteed Payments as set forth in Sections 6(b)(1) and (2), as hereinafter set forth;

F. WHEREAS, pursuant to a Construction Management Agreement (the “Construction Management Agreement”) dated as of the date hereof, between ABPC and TBI-BDL Company, a wholly owned subsidiary of TBI (the “Construction Manager”), a copy of which is attached hereto as Exhibit L, ABPC has engaged the Construction Manager to perform each of ABPC’s obligations under the Lease in connection with the construction of the Garage, and the Construction Manager, having experience in the design, development, construction and management of similar projects, has accepted such engagement, all in accordance with the terms and conditions set forth in the Construction Management Agreement;

G. WHEREAS, pursuant to an Assignment Agreement, a copy of which is attached hereto as Exhibit J (the “Assignment”), dated as of the date hereof, between ABPC, and Bradley Airport Parking Limited Partnership, a Delaware limited partnership (“BAP”), of which APCOA will be the general partner and TBI-BDL Garage, LLC, an affiliate of TBI, will be the sole limited partner, ABPC has assigned, effective as of the earlier of the date the Garage is Substantially Completed or the expiration or termination of the License Agreement, all of ABPC’s non-construction rights and obligations under the Lease, including, without limitation, the deposit of all Garage Gross Receipts and Surface Parking Gross Receipts, as hereinafter provided to BAP, and BAP has agreed to exercise all of such non-construction rights and perform all of such non-construction obligations under this Lease, including, without limitation, the requisite deposits thereunder; and

H. WHEREAS, pursuant to C.G.S. Section 13b-42(b), the State has authority to enter into this Lease with the approval of the Secretary of the Office of Policy and Management, the State Properties Review Board, and the Attorney General;

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration and of the mutual covenants, benefits, and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the State and ABPC hereby agree as follows:

SECTION 1. Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall, for all purposes of this Lease and of any amendment hereof or supplement hereto, have the meanings herein specified, with the following definitions to be equally applicable to both the singular and plural forms of any of the terms herein defined:

“ABPC” is defined in the preamble of this Lease. In addition, as used hereinbelow, “ABPC” shall include the successors, licensees and assignees of ABPC, including, without imitation, the licensee and assignee of ABPC under the License Agreement and the Assignment. In the event that ABPC should cease to exist at any time after Substantial “Completion, any reference herein to ABPC shall be construed as a reference to BAP.

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“ABPC’s Gross Award” means the amount awarded to or received by ABPC as damages, compensation or otherwise by reason of the taking of all or any part of ABPC’s leasehold interest under this Lease, including, without limitation, its leasehold interest in either or both of the Garage and the Surface Parking or ABPC’s own property which is not affixed to the Garage, as a result of or in anticipation of the exercise of the right of expropriation, condemnation or eminent domain.

“Additional Payments” is defined in Section 6(c) of this Lease.

“Airport” is defined in paragraph A of the recitals of this Lease.

“Airport Administrator” means the administrator of the Airport appointed by the State.

“Airport Facilities” means “airports” and “functionally related and subordinate facilities” within the meaning of and qualifying under Section 142 of the Code that consist solely of (A) items of property that are directly related and essential to servicing aircraft, enabling aircraft to take off and land, or transferring passengers or cargo to or from aircraft, or (B) property located at the Airport that is functionally related and subordinate to such facilities and that is of a character and size commensurate with the character and size of the Airport, and all of which property is of a character subject to the allowance for depreciation under Sections 167 and 168 of the Code. All Airport Facilities constitute part of the Airport and are, or will be upon completion of acquisition or construction, available to and will serve the general public on a regular basis, including serving private companies operating as common carriers that serve the general public on a regular basis. The term “Airport Facilities” excludes (i) working capital expenditures; (ii) hotels or other lodging facilities; (iii) retail facilities (including food and beverage facilities) in excess of the size necessary to serve passengers (and persons who meet or accompany them) and employees at the Airport; (iv) any retail facility (other than parking) for passengers or the general public located outside the Airport terminals; (v) office buildings for individuals who are not employees of a governmental unit or the State; (vi) industrial parks or manufacturing facilities; (vii) any office space that is not located on the premises of the Airport or in which more than a de minimis amount of the functions to be performed will not be directly related to the day-to-day operations at the Airport; or (viii) any office building or office space within a building or a computer facility, either of which serves a system-wide or regional function of an airline or other private person. All Airport Facilities are, or upon completion of acquisition or construction will be, owned by the State or another governmental unit, within the meaning of Section 142 (b)(1) of the Code.

“APCOA” is defined in paragraph C of the recitals of this Lease.

“Assignment” is defined in paragraph G of the recitals of this Lease.

“BAP” is defined in paragraph G of the recitals of this Lease.

“Bond Issuance Date” means the date on which the original Bonds are issued and delivered and payment therefor is received from the purchasers thereof.

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“Bonds” is defined in paragraph C of the recitals of this Lease. The term “Bonds” shall include any Special Obligation Refunding Bonds. The Bonds are issued pursuant to authority contained in C.G.S. Chapter 266a et seq. and Section 2.8 of the Bradley Airport Parity Bond Indenture and are not secured by the Gross Operating Revenues of the Airport.

“Bradley Airport Parity Bond Indenture” means that certain Indenture of Trust dated as of October 1, 1982, as amended, between the State and the trustee named therein, which provides for the issuance of the State’s Bradley Airport Parity Bonds which are secured by the Gross Operating Revenues of the Airport. In the event that the State shall subsequently issue bonds to refund or replace the Bradley Airport Parity Bonds, the indenture or other similar document securing those bonds shall be deemed to be the “Bradley Airport Parity Bond Indenture,” to the extent applicable, for purposes of this Lease.

“Bradley Airport Parity Bonds” means the bonds (not including the Bonds issued to finance the Garage or any Special Obligation Refunding Bonds) which are issued and secured on a parity basis by the Gross Operating Revenues of the Airport under the general provisions of the Bradley Airport Parity Bond Indenture. In the event that the State shall subsequently issue bonds to refund or replace the Bradley Airport Parity Bonds, those bonds shall be deemed to be the “Bradley Airport Parity Bonds,” to the extent applicable, for purposes of this Lease.

“Budgets” means the Garage Budget and the Surface Parking Budget as defined in Section 7(c) of this Lease.

“Business Day” means any day of the year, other than a Saturday or Sunday, or a day on which banks located in the cities in which the principal offices of the Trustee and any Paying Agent are located and in Hartford, Connecticut are legally authorized to be closed, and on which the Trustee and the Paying Agent are open.

“Capitalized Interest Account” means the fund or account into which is deposited an amount of Bond proceeds which is adequate, with earnings thereon, to provide funds to pay debt service (equal to capitalized interest) on the Bonds from the Bond Issuance Date to the date or dates that the Garage is expected to be placed in service.

“Certificate of Acceptance” is defined in Section 4(e) of this Lease.

“Change Orders” is defined in Section 4(b) of this Lease.

“Charge” and “Charges” are defined in Section 9(a) of this Lease.

“Code” means the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations (as defined in the Tax Compliance Certificate) thereunder.

“Completion Date” means the date that the Garage has been Substantially Completed.

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“Concession Agreement” means that certain Public Parking Facility and Shuttle Bus Service Operation Concession Agreement dated January 3, 1994, as amended to date, between the State and APCOA — R & G Parking, a joint venture organization.

“Construction Fund” means the Construction Fund established under the Trust Indenture which contains certain proceeds of the Bonds deposited therein plus interest earnings thereon, for the purpose of paying the Development Costs, the Fixed Construction Price, State Construction Oversight Costs and the Issuance Costs.

“Construction Documents” is defined in Section 4(a) of this Lease.

“Construction Management Agreement” is defined in paragraph F of the recitals of this Lease.

“Construction Manager” is defined in paragraph F of the recitals of this Lease.

“Construction Representative” is defined in Section 4(h) of this Lease.

“Custodian” means the Trustee acting in its capacity as Custodian under the Custody Agreement.

“Custody Agreement” means the Custody Agreement between the State and the Custodian relating to the deposit and application of Surface Parking Gross Receipts.

“Debt Service” is defined in Section 6(b)(1)(ii) of this Lease.

“Debt Service Fund” means the fund or account into which Debt Service payments are deposited pursuant to the Trust Indenture.

“Debt Service Reserve Fund” means the fund or account into which is deposited any Bond proceeds issued to fund a debt service reserve fund or other reserve deposits required under the Trust Indenture.

“Developer Payments” is defined in Section 6(c)(i) of this Lease.

“Development Costs” means the sum as defined and set forth in Exhibit K.

“Environmental Laws” is defined in Section 19A of this Lease.

“Fixed Construction Price” means the fixed price of $36,900,000 to be paid from the Construction Fund to the Construction Manager for the construction of the Garage, in accordance with the Construction Management Agreement.

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“Garage” is defined in paragraph B of the recitals of this Lease and includes other facilities and improvements as set forth in the Construction Documents as defined in Section 4(a) of this Lease.

“Garage Budget” is defined in Section 7(c) of this Lease.

“Garage Coverage Ratio” is defined in the Trust Indenture.

“Garage Gross Receipts” means, for any period with respect to the operation of the Garage, all sums collected by ABPC (including, but not limited to, gross cash, gross debit card and gross credit card transactions) from the parking of motor vehicles, whether on an hourly, daily, weekly or monthly basis, plus all rents, revenues, interest, license fees and any other income fees or charges received with respect to ABPC’s lease, use, possession and operation of the Garage, including interest earnings on the Garage Operating Expenses Account required to be transferred to the Trustee pursuant to Section 6(a)(4) hereof, less all State approved refunds, promotional discounts and allowances made by ABPC to its customers, and less any sales tax, use tax, excise tax, occupancy tax, gross receipts tax, parking tax or any other tax or charge collected by ABPC on behalf of and payable to any governmental or quasi-governmental entity.

“Garage Gross Receipts Fund” is defined in Section 6(b)(1) of this Lease.

“Garage Guaranteed Payments” is defined in Section 6(b)(1) of this Lease.

“Garage Major Maintenance and Capital Improvement Fund” is defined in Section 6(b)(1) of this Lease.

“Garage Operating Expenses” means, for any period, all expenses paid in the ordinary course of business in connection with the operation of the Garage which are reasonable and directly attributable thereto, including, without limitation:

(i)Payment or deposit of Charges with respect to the Garage as provided under Section 9(a) of this Lease;

(ii)Payroll expenses and applicable payroll taxes for employees directly performing services for the Garage, and including provision for vacation pay, pension, health and welfare programs and other benefit obligations;

(iii)The costs of insurance with respect to the Garage as herein provided;

(iv)The costs of supplies for the Garage;

(v)Laundry and uniforms for the Garage;

(vi)Postage for the Garage;

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(vii)The costs of printing parking tickets and related forms for use exclusively at the Garage;

(viii)The payment uninsured damage claims with respect to the Garage;

(ix)The costs of routine repairs and maintenance with respect to the Garage;

(x)Legal fees for processing and defending claims relating to the Garage;

(xi)The costs of bookkeeping, accounting, internal audit of parking tickets and preparation of monthly reports with respect to the Garage;

(xii)License and permit fees with respect to the Garage;

(xiii)Telephone, gas, electric, water and any other utility charges with respect to the Garage;

(xiv)Data processing costs incurred to outside third parties for accounts receivable invoicing and for the preparation of payroll and payroll-related reports with respect to the Garage;

(xv)Debit/credit card discounts and service charges with respect to the Garage;

(xvi)Security costs pursuant to Section 7(a)(16) with respect to the Garage; and

(xvii)Reasonable and appropriate cost recovery allocation of APCOA home office overhead and direct costs related to the operation of the Garage by ABPC, which is consistent with APCOA’s general practices and in accordance with accepted allocation standards. The above charges should be made based on actual costs as calculated and allocated among all of APCOA’s locations and shall not include profit to APCOA, nor profit sharing to its officers, directors or employees.

“Garage Operating Expenses Account” is defined in Section 6(a)(2) of this Lease.

“Garage Operating Expenses Budget” is defined in Section 6(a)(2) of this Lease.

“Garage Trustee Expenses” is defined in Section 6(b)(1)(v) of this Lease.

“Government Obligations” means (a) direct and general obligations of, or obligations unconditionally guaranteed by, the United States of America, (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America for the timely payment thereof, (c) municipal obligations the payment of principal (either to the maturity thereof or an earlier stated redemption date), redemption price, if any and interest on which is irrevocably secured by obligations described in clauses (a) or (b) above which have been deposited in an escrow arrangement which is irrevocably pledged to the credit of such municipal obligations and which municipal obligations are rated at the time of

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acquisition or purchase in the highest rating category by Moody’s and Standard and Poor’s, or (d) securities or receipts evidencing ownership interests in obligations or specified portions (such as principal or interest) of obligations described in clauses (a), (b) or (c) above the full and timely payment of which securities receipts or portions of obligations is unconditionally guaranteed as a full faith and credit obligation of the United States.”

“Gross Operating Revenues” shall have the meaning given to such term in the Bradley Airport Parity Bond Indenture.

“Guaranteed Payments” means, collectively, the Garage Guaranteed Payments and the Surface Parking Guaranteed Payments as provided in Section 6(b) of this Lease.

“Guarantor Payments” is defined in Section 6(d) of this Lease.

“Guaranty” is defined in Paragraph E of the recitals of this Lease.

“Hazardous Materials” means (i) any “hazardous waste” as now or hereafter defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. section 6901 et seq.), as amended from time to time, or in regulations now or hereafter promulgated thereunder; (ii) any “hazardous substance” as now or hereafter defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. section 9601 et seq.), as amended from time to time, or in regulations now or hereafter promulgated thereunder; (iii) any “toxic substance” as now or hereafter defined by the Toxic Substance Control Act 15 U.S.C. section 2601 et seq., as amended from time to time, or in regulations now or hereafter promulgated hereunder; (iv) any “toxic pollutant” as now or hereafter defined by the Federal Water Pollution Prevention and Control Act, 33 U.S.C. section 1251 et seq., as amended from time to time, or in regulations now or hereafter promulgated hereunder; (v) any “air pollutant” as now or hereafter defined by the Clean Air Act 42 U.S.C. section 7401 et seq., as amended from time to time, or in regulations now or hereafter promulgated thereunder; (vi) any “contaminant” now or hereafter defined by the Safe Drinking Water Act, 42 U.S.C. section 300f, et seq., as amended from time to time, or in regulations now or hereafter promulgated thereunder; (vii) asbestos or any other “hazardous chemical” as now or hereafter defined by the Occupational Safety and Health Administration (“OSHA”) pursuant to 29 U.S.C. section 655 or in any other regulation or rule now or hereafter promulgated by OSHA; (viii) petroleum or petroleum derivatives; (ix) polychlorinated biphenyls; (x) lead; (xi) underground storage tanks, whether empty, filled or partially filled with any substance; (xii) any substance the presence of which on the Project Site is now or hereafter prohibited by any governmental authority; (xiii) any meanings given to such terms in similar state or local statutes; and (xiv) any other hazardous waste for which special handling or notification is now or hereafter required for its collection, storage, treatment, use or disposal.

“Hazardous Materials Contamination” means, with respect to soil, groundwater, air or other elements on or of the Garage or the Surface Parking, the presence or threatened release of any Hazardous Materials, or, with respect to buildings, facilities, soil, groundwater, air or other elements of any other property, the presence or threatened release of any Hazardous Materials at any time emanating from the Garage, the Project Site or the Surface Parking.

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“Indemnified Parties” is defined in Section 19A of this Lease.

“Issuance Costs” means (i) payment of, or reimbursement to the State for, all reasonable costs incurred in connection with, and properly allocable to, the issuance of the Bonds including, but not limited to, legal and accounting fees and expenses, financial consultants’ fees, financing charges (including underwriting fees and discounts), printing and engraving costs, the fees and expenses of Bond Counsel and the fees and expenses of rating agencies, and (ii) any other cost incurred in connection with the issuance of the Bonds that constitutes an “issuance cost” within the meaning of Section 147(g) of the Code.

“Lease Execution Date” means March       , 2000, which is the date on which this Lease was fully executed by ABPC and the State.

“Lease Term” is defined in Section 3 of this Lease.

“Lease Year” means each one-year period beginning on July 1st and ending on June 30th of the next year during the Lease Term; provided that the initial Lease Year runs from the Lease Execution Date to June 30, 2000 and the final Lease Year shall end on March       , 2025, subject to extension as provided herein.

“Leased Premises” means, collectively, the premises constituting the Project Site, the Garage and the Surface Parking, as presented in Exhibit N, which may be amended from time to time by mutual agreement of the parties.

“License Agreement” is defined in paragraph D of the recitals of this Lease.

“Major Maintenance and Capital Improvement Fund Deposits” is defined in Sections 6(b)(1)(vi) and 6(b)(2)(iii) of this Lease.

“Net Bond Proceeds” means the “net proceeds” of the Bonds as such term is used in Section 142(a) of the Code and applicable Treasury Regulations, all as defined in the Tax Compliance Certificate.

“Net Proceeds” means the gross proceeds from the insurance with respect to which that term is used remaining after payment of all expenses (including attorneys’ fees) incurred in the collection of such gross proceeds.

“Nonqualified Costs” means the costs of the Garage paid in accordance with the terms of the Trust Indenture which are not Qualified Costs; Nonqualified Costs include, among other things, Issuance Costs.

“Post-Completion Inspection” is defined in Section 4(g) of this Lease.

“Project Site” is defined in paragraph B of the recitals of this Lease.

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“Punch List” is defined in Section 4(g) of this Lease.

“Qualified Costs” mean the costs of providing Airport Facilities.

“Regulated Materials” is defined in Section 19A of this Lease.

“Remediation” is defined in Section 19A of this Lease.

“Special Obligation Refunding Bonds” means any bond or notes issued pursuant to the authority contained in Section 2.8 of the Bradley Airport Parity Bond Indenture and C.G.S. Chapter 266a whose proceeds are used to refund any prior Bonds.

“State” is defined in the preamble of this Lease.

“State Construction Oversight Costs” is defined as the amount to be paid from the Construction Fund to the State to monitor the construction of the Garage, and said amount shall be $400,000.

“State Minimum Guarantee” is defined in Sections 6(b)(1)(vii) and 6(b)(2)(iv) of this Lease, which aggregate amount shall constitute “ground rental” for purposes of Section 2.8 of the Bradley Airport Parity Bond Indenture.

“State’s Gross Award” means the amount awarded to or received by the State as damages, compensation, or otherwise, by reason of the taking of the Garage or any part thereof as a result of or in anticipation of the exercise of the right of expropriation, condemnation or eminent domain.

“Substantial Completion”, with respect to the Garage, is defined in Section 4(d) of this Lease.

“Substantially Completed” means that the Substantial Completion of the Garage has occurred.

“Surface Parking” means the surface parking lots at the Airport for which ABPC has responsibility during the Lease Term, which as of the date hereof, shall be lots A, B, 1, 2, 3, 4, 5A, 5B and 6 and the Employee lot, all as shown on Exhibit G hereto, which Exhibit G may be amended from time to time by agreement of the State and ABPC; provided, however, that ABPC shall be deemed to have agreed to any change or modification to the Surface Parking lots location, size or configuration, which change is reasonably forecasted by the State to result in no decrease in the amount of Additional Payments received by the Developer after such change. Based upon demand, Lots 5A and 5B may be operated as overflow lots, which ABPC shall open and close depending upon the overall volume of use of the other Surface Parking lots.

“Surface Parking Budget” is defined in Section 7(c) of this Lease.

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“Surface Parking Gross Receipts” means, for any period with respect to the operation of the Surface Parking, all sums collected by ABPC (including, but not limited to, gross cash, gross debit card and gross credit card transactions) from the parking of motor vehicles, whether on an hourly, daily, weekly or monthly basis, plus all rent revenues, interest, license fees and any and all other income fees or charges received with respect to ABPC’s lease, use possession, and operation of the Surface Parking, including interest earnings on the Surface Parking Operating Expenses Account required to be transferred to the Custodian pursuant to Section 6(a)(4) hereof, less all State approved refunds and promotional discounts and allowances made by ABPC to its customers, and less any sales tax, use tax, excise tax, occupancy tax, gross receipts tax, parking tax or any other tax or charge collected by ABPC on behalf of and payable to any governmental or quasi-governmental entity.

“Surface Parking Gross Receipts Fund” is defined in Section 6(b)(2) of this Lease.

“Surface Parking Guaranteed Payments” is defined in Section 6(b)(2) of this Lease.

“Surface Parking Major Maintenance and Capital Improvement Fund” is defined in Section 6(b)(2) of this Lease.

“Surface Parking Operating Expenses” means, for any period, all expenses paid in the ordinary course of business in connection with the operation of the Surface Parking which are reasonable and directly attributable thereto including, without limitation:

(i)	Payment or deposit of Charges with respect to the Surface Parking as provided under Section 9(a) of this Lease;
(ii)	Payroll expenses and applicable payroll taxes for employees directly performing services for the Surface Parking, and including provision for vacation pay, pension, health and welfare programs and other benefit obligations;
(iii)	The costs of insurance with respect to the Surface Parking as herein provided;
(iv)	The costs of supplies for the Surface Parking;
(v)	Laundry and uniforms for the Surface Parking;
(vi)	Postage for the Surface Parking;
(vii)	The costs of printing parking tickets and related forms for use exclusively at the Surface Parking;
(viii)	The payment of uninsured damage claims with respect to the Surface Parking;
(ix)	The costs of routine repairs and maintenance with respect to the Surface Parking;

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(x)	Legal fees for processing and defending claims relating to the Surface Parking;
(xi)	The costs of bookkeeping, accounting, internal auditing of parking tickets and preparation of monthly reports with respect to the Surface Parking;
(xii)	License and permit fees with respect to the Surface Parking;
(xiii)	Telephone, gas, electric, water and any other utility charges with respect to the Surface Parking;
(xiv)	Data processing costs incurred to outside third parties for accounts receivable invoicing and for the preparation of payroll and payroll-related reports with respect to the Surface Parking;
(xv)	Debit/credit card discounts and service charges with respect to the Surface Parking;
(xvi)	Security costs pursuant to Section 7(a)(l6) with respect to the Surface Parking;
(xvii)	All costs of shuttle bus service as described in Section 7(e) hereof with respect to the Surface Parking;
(xviii)	Reasonable and appropriate cost recovery allocation of APCOA home office overhead and direct costs related to the operation of the Surface Parking by ABPC, which is consistent with APCOA’s general practices and in accordance with accepted allocation standards. The above changes should be made based on actual costs as calculated and allocated among all of APCOA’s locations and shall not include profit to APCOA, nor profit sharing to its officers, directors or employees; and
(xviii)	Costs as defined in Section 12(b)(3) hereof.

“Surface Parking Operating Expenses Account” is defined in Section 6(a)(3) of this Lease.

“Surface Parking Operating Expenses Budget” is defined in Section 6(a)(3) of this Lease.

“Surface Parking Custodian Expenses” is defined in Section 6(b)(2)(ii) of this Lease.

“Surplus Account” is defined in section 6(b)(3) of this Lease.

“Surplus Moneys” is defined in Section 6(c) of this Lease.

“Target Date” means May 31, 2002, subject to extension as set form in Section 4(i) hereof.

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“Tax Compliance Certificate” means that certificate executed by the State in connection with the initial issuance of the Bonds and relating to those matters necessary for the interest on the Bonds to be excluded from federal gross income.

“TBI” is defined in paragraph C of the recitals of this Lease.

“Trustee Payment” means, collectively, Guaranteed Payments, Reimbursement of Guarantor Payments and Additional Payments.

“Trust Indenture” is defined in paragraph C of the recitals of this Lease.

“Uncontrollable Circumstance” means any act, event or condition that has had, or may reasonably be expected to have, an adverse effect on the Substantial Completion of the Garage by the Target Date as then currently defined, if such act, event or condition is beyond the reasonable control of ABPC and the Construction Manager. To the extent beyond the reasonable control of ABPC and the Construction Manager, Uncontrollable Circumstances may include, but shall not be limited to, the following:

a.	an act of God, landslide, lightning, earthquake, fire, explosion, unusually severe weather conditions such as floods, hurricanes, dangerous icing, blizzards or tornadoes, natural disaster, acts of a public enemy, war, blockade, insurrection, riot, or civil disturbance or any similar occurrence, but not including reasonably anticipated weather conditions, for the geographic area of the Garage;
b.	a strike, walkout, work stoppage, or similar industrial or labor action affecting the construction of the Garage;
c.	the presence of any Regulated Material on the Project Site not caused by ABPC, the Construction Manager or any of their servants, agents, employees, contractors or subcontractors;
d.	any subsurface condition at the Project Site which requires a redesign or change in the construction or operation of the Garage; and
e.	an event of casualty or condemnation of the Project Site or the Garage.

“Work” shall have the meaning given to such term in the Construction Management Agreement.

SECTION 2. Ownership of and Granting of Leasehold Interest in the Project Site, Garage and Surface Parking. The State owns the Airport, including, without limitation, the Project Site and the Surface Parking and shall own the Garage and its component parts as the same are assembled, constructed or installed on the Project Site. On the terms and subject to the conditions set forth in this Lease, as of the Lease Execution Date, the State hereby leases

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the Project Site, the Garage and the Surface Parking to ABPC, and ABPC hereby leases the Project Site, the Garage and the Surface Parking from the State. ABPC and its successors and assigns hereby agree that, for federal income tax purposes, they will not claim any depreciation expense deductions or investment tax credits which would impact the tax-exempt status of the Bonds. Title to all materials purchased for the construction of the Garage shall vest in the State simultaneously with the passage of title from the sellers of such material. On January 31, 2000, the Concession Agreement shall terminate and be of no further force and effect, and as of the Lease Execution Date this Lease shall constitute the sole and complete agreement of the parties hereto.

As the owner of the Airport, the State shall have the obligation, by itself or by others, without limitation, to maintain the Airport for aircraft operations pursuant to federal and State regulations and to provide, or cause to be provided, all services reasonably necessary to the daily operation of the Airport.

SECTION 3. Term. The term of this Lease (the “Lease Term”) and the effectiveness of the rights and obligations of the parties hereunder shall commence on the Lease Execution Date and continue until midnight on March       , 2025, subject to extension and to earlier termination pursuant to the provisions of this Lease. The parties agree that this Lease shall not be effective until it has been approved by the Secretary, Office of Policy and Management, the State Properties Review Board and the Attorney General, all being of the State of Connecticut. ABPC shall have an option (the “Option”) to make an offer to the State to extend the Lease Term with respect to the Garage and the Surface Parking for up to two five-year terms upon terms and conditions acceptable to the State and ABPC. The State shall have complete discretion to accept, reject and/or negotiate the terms and conditions of any such extension, including, without limitation, the period covered by any such extended Lease Term. In order to exercise its Option hereunder, ABPC shall be required to offer in writing the terms and conditions with respect to the extended Lease Term at least 18 months prior to the end of the current Lease Term, as the same may have been previously extended.

SECTION 4. Construction of the Garage.

(a) Obligation to Construct. ABPC shall cause the construction of the Garage on the Project Site to be Substantially Completed on or before the Target Date (subject to extension as provided in Section 4(i) below), in accordance with the provisions of this Lease and the construction documents, which heretofore have been approved by ABPC and the State, and such additional construction drawings, plans and specifications as are necessary for the timely construction of the Garage and which are hereafter submitted by ABPC to and approved by the State from time to time (which approval shall not be unreasonably withheld or delayed), as the same may be changed by Change Orders (collectively, the “Construction Documents”).

In order to satisfy its obligations hereunder to construct the Garage, ABPC shall enter into the Construction Management Agreement with the Construction Manager, pursuant to which the Construction Manager shall agree to cause the Garage to be constructed on the Project Site in accordance with the Construction Documents and the provisions of this Lease, for the Fixed Construction Price of $36,900,000 to be paid from the Construction Fund.

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Disbursement requests for amounts on deposit in the Construction Fund shall be made in accordance with the requirements of Section 5.2 of the Trust Indenture. The State agrees to accept the satisfactory performance by the Construction Manager of all obligations of ABPC relating to the construction of the Garage including the making of disbursement requests on behalf of ABPC; provided that the entering by ABPC into the Construction Management Agreement and the performance by the Construction Manager thereunder shall not limit the right of the State to enforce ABPC’s obligations hereunder. The State agrees to perform at the reasonable request of the Construction Manager all obligations relating to the construction of the Garage that it would have to perform at the request of ABPC pursuant to this Lease. The warranty provisions of Section 4.7 of the Construction Management Agreement are hereby incorporated in this Lease, and the State agrees to accept the satisfactory performance by the Construction Manager of its obligations thereunder as satisfaction of any such obligations of ABPC hereunder with respect to such matters. The State and the Trustee shall be intended third-party beneficiaries of the Construction Management Agreement.

The State and ABPC shall cooperate to obtain a certificate of occupancy for each portion of the Garage project (or other evidence reasonably acceptable to the State which permits the occupancy and operation of each portion of the Garage) at the earliest practical date, and thereafter ABPC shall operate such portion of the Garage in accordance with the terms of this Lease.

(b) Change Orders. Changes in the Construction Documents may be made solely by issuing change orders (“Change Orders”) in accordance with Section 4.2 of the Construction Management Agreement. Any Change Order shall be submitted to the State for its prior approval. The State shall use its best efforts to respond to any proposed Change Order within 72 hours of its submission to the State; provided, however, that in all cases, such response shall be communicated to ABPC and the Construction Manager within three business days of the submission of the proposed Change Order to the State. Any increased cost or delay resulting from any Change Order not initiated by the State shall be ABPC’s sole risk and shall not increase the Fixed Construction Price to be paid from the Construction Fund.

(c) Insurance. See Section 11 of this Lease and Articles IV and VIII of the Construction Management Agreement for the insurance requirements.

(d) Substantial Completion. “Substantial Completion” of the Garage shall be deemed to have occurred at such time that (1) ABPC or the Construction Manager shall have delivered all of the following to the State and the Trustee:

(A)A certificate of occupancy for the Garage (or other evidence reasonably acceptable to the State which permits the occupancy and operation of the Garage); and

(B)A Certificate of Substantial Completion for the Garage from an Independent Licensed Architect or Independent Licensed Professional Engineer substantially in the form of AIA Document G704;

(C)A Punch List prepared by ABPC and the State; and

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(2) the State shall have delivered to ABPC and the Trustee a written acknowledgement that items (A), (B) and (C) above have been delivered to and accepted by State; provided, however, that any period of time from the State’s actual receipt of all of items (A), (B) and (C) to the time of the State’s written acknowledgement (i) that such items have been delivered and are accepted by the State and that Substantial Completion has occurred or (ii) that the State does not believe the conditions for Substantial Completion have occurred, shall not be counted in determining whether the Garage has been Substantially Completed by the Target Date.

(e) State’s Certificate of Acceptance. Upon satisfactory completion of all work listed on the Punch List, ABPC or the Construction Manager shall deliver to the State a Certificate of Punch List Completion stating that all punch list items have been satisfactorily completed. The State agrees to deliver to ABPC and the Trustee, upon receipt, review and acceptance of said Certificate of Punch List Completion, a certificate of acceptance of the Garage, substantially in the form attached hereto as Exhibit C stating that (i) the Garage was Substantially Completed on the date that the provisions of Section 4(d) were satisfied and the (ii) Punch List is completed (the “Certificate of Acceptance”).

(f) Site Plans and Surveys. Within 120 days after the Completion Date of the Garage, ABPC shall deliver to the State original copies (or photocopies if original copies are unavailable to ABPC) of all current site plans and surveys, including (i) three complete sets of “as built” architectural and engineering drawings, one of which is reproducible, showing the Garage and all site improvements as constructed, in all material respects in accordance with the Construction Documents, and (ii) other plans or studies that materially relate to all or any part of the Project Site.

(g) Punch List. Prior to the Completion Date of the Garage, the Construction Representatives of the State and ABPC shall inspect the Garage for the purpose of arriving at a punch list of minor items to complete but which will not otherwise delay the Completion Date of the Garage (the “Punch List”). ABPC and the State together shall agree on the Punch List, provided that either party shall be required to complete its participation in constructing the Punch List within seven days of the date the other party completes its participation. In addition, within 45 days after such Completion Date, the Construction Representatives of the State and ABPC shall make another joint physical inspection of the Garage (the “Post-Completion Inspection”) to list any items of work which were not visible or were not noticed during the initial inspection. Any such items shall be added to the Punch List. Any items on the Punch List shall be promptly and diligently completed without interference with the use and occupancy of the Garage, and in any event within 30 days after the Post-Completion Inspection (or if the State and ABPC agree that any item cannot reasonably be completed in such 30 days, ABPC shall cause such work to be begun within such 30-day period and diligently pursued to completion).

(h) Construction Representatives. ABPC and the State shall each name a “Construction Representative” who shall have full power and authority to act on behalf of each party with respect to all construction and related matters. ABPC’s Construction Representative shall initially be William A. Tomasso , and the State’s Construction Representative shall

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initially be Richard Jaworski. The State and ABPC may change at any time their respective Construction Representative upon notice thereof to the other party.

(i) Extension of Target Date. The Target Date of May 31, 2002 may be extended for up to two years, but in no event later than May 30, 2004, upon the State’s approval as set forth in Section 4(i)(3) below of the satisfaction of all of the following conditions for each such extension:

(1) The sole and direct cause for such extension shall be an Uncontrollable Circumstance;

(2) There shall be delivered to the State and to the Trustee on a date at least 45 days prior to the then existing Target Date written notice from ABPC requesting State approval to extend the Target Date pursuant to this Section 4(i) and (i) stating the type of Uncontrollable Circumstance which has occurred and the reason therefor; (ii) the impact of such Uncontrollable Circumstance upon the construction of the Garage; (iii) the proposed remedy; and (iv) specifying the proposed extended Target Date; and

(3) The State approves in writing such requested extension or such modified extension as the State deems appropriate, provided, however, that the State’s approval, modification or denial of such requested extension shall be made in good faith, without undue delay and shall be based upon the State’s review of (i) the Uncontrollable Circumstance which has occurred and the reason therefor; (ii) the impact of such Uncontrollable Circumstance upon the construction of the Garage; (iii) the proposed remedy; and (iv) the proposed extended Target Date in light of the information provided by ABPC, following the State’s review and analysis of the circumstance surrounding the Uncontrollable Circumstance. Should the State deny or modify the requested extension, it shall state its reasons in writing.

(j) Inspection of Garage and Project Site. The State (including the State’s representatives, employees, agents and consultants) shall have reasonable access to the Garage and the Project Site at all times for the purpose of determining that construction is proceeding in accordance with the Construction Documents.

(k) State’s Duty to Cooperate. The State shall cooperate fully with and use reasonable efforts to assist ABPC in connection with its efforts to obtain all permits, easements, agreements, licenses and other governmental and quasi-governmental approvals and consents necessary or desirable in connection with the construction of the Garage and ABPC’s fulfillment of its other obligations hereunder, except that the State shall have no obligation itself to apply for or obtain the same, nor shall the State share in the costs thereof; provided further, that the State’s obligations under this paragraph shall not be deemed to waive any legal power or authority of the State (or any agencies or officials thereof) in connection with the issuance of any such permits, easements, agreements, licenses, approvals or consents. During the construction of the Garage and during the construction of any subsequent changes thereto pursuant to the provisions of this Lease, the State shall provide ABPC with suitable and

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sufficient temporary access and working space on and over other State property at the Airport so as to allow ABPC to perform necessary construction of the Garage; provided, however, that ABPC shall be granted such access only if, in the State’s reasonable judgment, such access shall not have an adverse impact on the operations or public safety other tenants, or public convenience and necessity.

(I) Payment and Performance Bonds. Prior to the commencement of any stage or phase of construction of the Garage, ABPC will furnish a suitable labor and materials payment bond and a performance bond each in the full amount of the cost to construct the Garage, guaranteeing the timely completion of the construction of the Garage in accordance with the Construction Documents and providing for the payment or protection of persons supplying labor or materials in the prosecution of the work provided for in the Construction Documents. The surety countersigning the payment and performance bonds shall be such firm or corporation as the State shall find acceptable, and the form and substance of any such bond shall be approved by the State. The State and the Trustee shall be co-obligees of any such payment and performance bonds.

SECTION 5. Issuance of the Bonds. As a condition subsequent to the continuing effectiveness of the provisions of this Lease and in order to provide funds for the financing and refinancing of the Garage, subject to the terms and conditions set forth in Section 2.8 of the Bradley Airport Parity Bond Indenture, C.G.S. Chapter 266a and the Trust Indenture, either concurrently with or as soon as practicable following the Lease Execution Date, the State shall (to the extent permitted by law): cause the Bonds in the form of long-term bonds to be issued and sold in a principal amount sufficient to provide for the application of Bond proceeds as provided in the Trust Indenture in an aggregate amount equal to the sum of: (1) the Fixed Construction Price, (2) State Construction Oversight Costs, (3) Development Costs per Exhibit K, (4) the amount to be deposited into the Capitalized Interest Account, (5) the amount to be deposited into the Debt Service Reserve Fund pursuant to the Trust Indenture, (6) any required payment to a credit enhancement or liquidity support provider for credit enhancement or liquidity support of the Bonds, (7) underwriter’s discount on the Bonds, and (8) all other Issuance Costs in connection with the issuance and sale of the Bonds.

SECTION 6. Flow of Funds and Payments.

(a) Deposit of Gross Receipts:

(1) Garage Gross Receipts shall be deposited with the Trustee daily and Surface Parking Gross Receipts shall be deposited with the Custodian daily. Each shall be accounted for separately by ABPC, the Trustee and the Custodian, as applicable.

(2) Beginning with the first month of the operation of the Garage, and the collection of Garage Gross Receipts, the Trustee shall release to ABPC for deposit into its Garage Operating Expenses Account (the “Garage Operating Expenses Account”), from the daily Garage Gross Receipts, all amounts collected, less amounts required for any Garage Guaranteed Payment, until such time as two and one-half months of the current approved

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annual Garage Operating Expenses Budget (the “Garage Operating Expenses Budget”) shall be released to ABPC. For the balance of the month, all Garage Gross Receipts collected shall be applied by the Trustee, as set forth in Section 6(b)(1) below. For each succeeding month throughout the term of the Lease, the Trustee shall release to ABPC for deposit into its Garage Operating Expenses Account from the Garage Gross Receipts, on the fifteenth of each month, an amount equal to one month of the current approved annual Garage Operating Expenses Budget.

(3) For the first month of the first Lease Year, as the Surface Parking Gross Receipts are collected, the Custodian shall release to ABPC for deposit into its Surface Parking Operating Expenses Account (the “Surface Parking Operating Expenses Account”) from the daily Surface Parking Gross Receipts, all amounts collected, less amounts required for any Surface Parking Guaranteed Payment, until such time as two and one-half months of the current approved annual Surface Parking Operating Expenses Budget (the “Surface Parking Operating Expenses Budget”) shall be released to ABPC. For the balance of the month all Surface Parking Gross Receipts collected shall be applied by the Custodian as set forth in Section 6(b)(2) below. For each succeeding month, throughout the term of the Lease, the Custodian shall release to ABPC for deposit into its Surface Parking Operating Expenses Account from the Surface Parking Gross Receipts, on the fifteenth of each month, an amount equal to one month of the current approved annual Surface Parking Operating Expenses Budget.

(4) Interest earnings on the ABPC Garage Operating Expenses Account and the Surface Parking Operating Expenses Account shall be treated as Garage Gross Receipts and Surface Parking Gross Receipts, respectively from operations and shall be transferred by ABPC to the Trustee or the Custodian, as applicable upon the first business day of the month succeeding the posting of such interest earnings in such Accounts.

(5) If at any time during the Lease Year ABPC encounters an unanticipated, unbudgeted, extraordinary Garage Operating Expense or Surface Parking Operating Expense, and the State approves the expense in writing, the Trustee and/or the Custodian shall transfer in the manner defined by the State, from the appropriate Gross Receipts Fund and/or Surplus Fund the funds required to cover the approved costs.

(6) Upon State receipt and acceptance of an independent auditor’s annual report, as required pursuant to Section 7(d) hereof, any necessary adjustments in payments to the Trustee and/or the Custodian or reimbursements due ABPC shall be executed prior to making any Additional Payments, in accordance with Section 6(c).

(b) Trustee Payments:

(1) Garage Guaranteed Payments. Garage Gross Receipts on deposit with the Trustee in the Garage Gross Receipts Fund established therefor under the Trust Indenture (the “Garage Gross Receipts Fund”), or secondly in the Garage Surplus Fund, shall be applied by the Trustee to make the following payments (the “Garage Guaranteed Payments”) in the following order, on the fifteenth day of each month (or, if

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not a Business Day, on the next succeeding Business Day) from funds available at the end of the previous month:

(i) Garage Operating Expenses: For each month following the first month of Garage operation, an amount equal to one month of the current approved annual Garage Operating Expenses Budget.

(ii) Debt Service:

(A) Beginning             , 1/6th of the amount due as interest on the Bonds on the next Interest Payment Date for the Bonds provided that the deposit immediately preceding such Interest Payment Date shall be the balance necessary to make such payment, and

(B) Beginning             , 1/12th of the amount due as principal of the Bonds, whether at maturity or pursuant to mandatory sinking fund redemption, on the next Principal Payment Date for the Bonds.

(iii) Debt Service Reserve Fund: the amount necessary to restore any deficiency in the Debt Service Reserve Fund (each a “Debt Service Reserve Fund Deficiency”).

(iv) Rebate Fund: all required deposits into the Rebate Fund established under the Trust Indenture (each a “Rebate Fund Deposit”).

(v) Garage Trustee Expenses: Pay all State approved fees and expenses of the Trustee related to the Garage and any and all reasonable costs and expenses (including, without limitation, reasonable attorneys, fees and disbursements) incurred by the Trustee, in enforcing its rights under the Guaranty (the “Garage Trustee Expenses”), then due and payable.

(vi) Garage Major Maintenance and Capital Improvement Fund: In accordance with the annual amount required for the Garage Major Maintenance and Capital Improvement Fund (the “Garage Major Maintenance and Capital Improvement Fund”), as stated in Exhibit H, as such Exhibit may be amended from time to time by mutual agreement of the parties, the monthly amount for the current Lease Year into the Garage Major Maintenance and Capital Improvement Fund. This account shall be an unrestricted interest bearing account. All interest earnings shall be deposited into the account, remain in the account, and be available for payment of eligible project costs. In accordance with the project schedule in Exhibit H, as amended by mutual agreement of the parties, and upon approval of the State, the Trustee shall pay ABPC for the project activities. Such payments may be upon completion of the activity or partial payments for the portion of the activity completed prior to the payment date. Final project cost must be supported by detailed actual expenditure records in accordance with State requirements.

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(vii) State Minimum Guarantee: In accordance with Exhibit E, pay to the State any portion of the monthly State Minimum Guarantee payment not paid from the Surface Parking Gross Receipts Fund as provided in Section 6(b)(2)(iv) below.

(2) Surface Parking Guaranteed Payments. Surface Parking Gross Receipts on deposit with the Custodian in the Surface Parking Gross Receipts Fund established therefor under the Custody Agreement (the “Surface Parking Gross Receipts Fund”) or secondly in the Surface Parking Surplus Fund, shall be applied by the Custodian to make the following payments (the “Surface Parking Guaranteed Payments”) in the following order on the fifteenth day of each month (or, if not a Business Day, on the next succeeding Business Day) from funds available at the end of the previous month:

(i) Surface Parking Operating Expenses: For each month following the first month of the first Lease Year, an amount equal to one month of the current approved annual Surface Parking Operating Expenses Budget.

(ii) Surface Parking Custodian Expenses: Pay all State approved fees and expenses of the Custodian, related to Surface Parking and any and all reasonable costs and expenses (including, without limitation, reasonable attorneys, fees and disbursements) incurred by the Custodian, in enforcing its rights under the Guaranty (the “Surface Parking Custodian Expenses”) then due and payable.

(iii) Surface Parking Major Maintenance and Capital Improvement Fund: In accordance with the annual amount required for the Surface Parking Major Maintenance and Capital Improvement Fund (the “Surface Parking Major Maintenance and Capital Improvement Fund”), as stated in Exhibit H, as such Exhibit may be amended from time to time by mutual agreement of the parties, the monthly amount for the current Lease Year into the Surface Parking Major Maintenance and Capital Improvement Fund. This account shall be an unrestricted interest bearing account. All interest earnings shall be deposited into the account, remain in the account and be available for payment of eligible project costs. In accordance with the project schedule in Exhibit H, as amended by mutual agreement of the parties, and upon approval of the State, the Custodian shall pay ABPC for the project activities. Such payments may be upon completion of the activity or partial payments for the portion of the activity completed prior to the payment date. Final project cost must be supported by detailed actual expenditure records in accordance with State requirements.

(iv) State Minimum Guarantee: In accordance with Exhibit E, attached hereto, pay to the State the monthly amount of the annual State Minimum Guarantee for the current Lease Year.

(3) Surplus Funds: Any amounts remaining in the Garage Gross Receipts Fund shall be deposited by the Trustee into the Garage Surplus Fund under the Trust Indenture and any

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amounts remaining in the Surface Parking Gross Receipts Fund shall be deposited by the Custodian into the Surface Parking Surplus Fund under the Custody Agreement (collectively, the “Surplus Funds”).

(4) Reimbursement of Guarantor Payments: To the extent sufficient funds are available therefor in the appropriate Surplus Fund, after all Guaranteed Payments have been deposited or paid for any month, the Trustee and the Custodian shall notify the State of the amount of such funds and the State shall direct the Trustee and the Custodian to reimburse APCOA in such amount, to the extent possible, for any Guarantor Payments made by APCOA and not previously reimbursed, in accordance with Section 5.07 of the Trust Indenture or Section       of  the Custody Agreement. Notwithstanding the foregoing, APCOA shall not be reimbursed for any Guarantor Payments made during an extension of the Target Date pursuant to Section 4(i) of this Lease. APCOA shall be entitled to be reimbursed for the principal of such Guarantor Payments, plus (a) the actual interest cost, if APCOA borrowed funds to make such payment as certified by APCOA, or (b) an amount based upon the prime lending rate, as published in the Wall Street Journal, on the date of such Guarantor Payment to the Trustee or the Custodian, and adjusted throughout the term of the reimbursement as the prime lending rate changes, if APCOA utilized cash to make such payment, plus a premium of 10/12th of one percent per month on the principal, up to a maximum of ten percent (10%). To the extent in accordance with the provisions above, there are not sufficient moneys in the Surface Parking Surplus Fund to reimburse Guarantor Payments made with respect to Surface Parking Guaranteed Payments, such Guarantor Payments shall be reimbursed from moneys on deposit in the Garage Surplus Fund to the extent that there are sufficient funds therein.

(c) Additional Payments: To the extent that funds are available for such purpose in the Garage Surplus Fund in accordance with the Trust Indenture on the date of payment of the Additional Payments described below, after payment in full of all Garage Guaranteed Payments for the completed Lease Year, such funds shall be transferred by the Trustee from the Garage Surplus Fund to the Custodian for deposit into the Surface Parking Surplus Fund under the Custody Agreement. To the extent that funds are available in the Surface Parking Surplus Fund under the Custody Agreement on the date of payment of the Additional Payments described below (the “Surplus Moneys”), Additional Payments in the order as described below (the “Additional Payments”), shall be paid promptly by the Custodian, after payment in full of all Surface Parking Guaranteed Payments for the completed Lease Year, and after receipt and acceptance of the independent auditor’s annual report, as required pursuant to Section 7(d) hereof with respect to such completed Lease Year:

(i) Developer Payment: The first $1,000,000 of Surplus Moneys (the “Developer Payment”) shall be paid to ABPC, provided, however, that during the first and last Lease Years, such Developer Payment amount shall be prorated for the actual number of months in said years.

(ii) Reimbursement of Unpaid Developer Payments: To the extent any Developer Payment is not paid to ABPC when due for any reason, Surplus Moneys not needed to pay the currently due Developer Payment in full shall

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next be used to pay accrued but unpaid Developer Payments in the order accrued.

(iii) State and Developer Additional Payments: The State and ABPC shall share equally in Surplus Moneys up to the next $2,000,000 from the balance remaining after payment and reimbursement in full of the Developer Payments as provided in Section 6(c)(i)-(ii) above. There will be no accumulation and reimbursement of annual shortfalls of such State and Developer Additional Payments.

(iv) State and Developer Percentage Payments: The State shall receive 85 percent and ABPC shall receive 15 percent of the balance of Surplus Moneys remaining after payment and reimbursement of the maximum Developer Payments and the maximum State and Developer Additional Payment as provided in Section 6(c)(i)-(iii) above.

(d) APCOA Guaranty: Pursuant to the Guaranty, APCOA guarantees to pay the Trustee and the Custodian, as applicable, funds sufficient to make any Guaranteed Payment for which the Trustee or the Custodian has insufficient funds on deposit in the appropriate funds to make the required payment on the scheduled payment date after application thereto of amounts available therefor from all prior sources as provided in Section 6(e) below, Article V of the Trust Indenture and Section        of the Custody Agreement, as applicable.

Notification and Payment: If the Trustee or the Custodian determines that it does not have sufficient funds on deposit in the applicable fund or account, at the end of any month to make any Guaranteed Payment for that month, after application thereto of amounts available therefor from all prior sources as provided in Section 6(e) below, Article V of the Trust Indenture and Section       of the Custody Agreement, as applicable, the Trust Indenture and Custody Agreement shall provide that the Trustee and Custodian respectively shall notify the State and APCOA by the fifth Business Day of the following month by telephone and telecopier transmission, promptly confirmed by overnight express, of the amount of the required payment (each, a “Guarantor Payment”). Within three Business Days of such telephone and telecopier notice, APCOA shall wire funds in the amount of the Guarantor Payment to the Trustee or the Custodian, as applicable. Failure by APCOA to make any Guarantor Payment when due will be a default under the Guaranty. Notwithstanding anything herein to the contrary, APCOA shall not be obligated to make a Guarantor Payment or any portion thereof to the extent such Guarantor Payment or portion thereof is solely caused by the failure of the State to perform its obligations under the first sentence only of Section 7(a)(4)(b) hereof.

(e) Order of Sources to Pay Guaranteed Payments and Additional Payments:

(1) The Garage Guaranteed Payments shall be paid from the following sources, in each case to the extent available, in the following order:

(i)Garage Operating Expenses:

1.Garage Gross Receipts Fund;

2.Garage Surplus Fund;

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3.The Guaranty.

(ii)Debt Service:

1.Capitalized Interest Account, during the capitalized interest period;

2.Garage Gross Receipts Fund;

3.Garage Surplus Fund;

4.The Guaranty;

5.Debt Service Reserve Fund;

6.Trustee funds available therefor as provided in the Trust Indenture, including, without limitation, the application of the Debt Service Reserve Fund to the final maturity or maturities of the Bonds as provided therein; and

7.Bond Insurance.

(iii)Debt Service Reserve Fund Deficiency:

1.Garage Gross Receipts Fund;

2.Garage Surplus Fund;

3.The Guaranty.

(iv)Rebate Fund Deposit:

1.Garage Gross Receipts Fund;

2.Garage Surplus Fund; and

3.The Guaranty.

(v)Garage Trustee Expenses:

1.Garage Gross Receipts Fund;

2.Garage Surplus Fund;

3.The Guaranty.

(vi)Garage Major Maintenance and Capital Improvement Fund Deposits:

1.Garage Gross Receipts Fund;

2.Garage Surplus Fund;

3.The Guaranty.

(vii)State Minimum Guarantee Payments, to the extent not paid by Surface Parking:

1.Garage Gross Receipts Fund;

2.Garage Surplus Fund;

3.The Guaranty.

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(2)The Surface Parking Guaranteed Payments shall be paid from the following sources, in each case to the extent available, in the following order:

(i)Surface Parking Operating Expenses:

1.Surface Parking Gross Receipts Fund;

2.Surface Parking Surplus Fund;

3.The Guaranty.

(ii)Surface Parking Custodian Expenses:

1.Surface Parking Gross Receipts Fund;

2.Surface Parking Surplus Fund;

3.The Guaranty.

(iii)Surface Parking Major Maintenance and Capital Improvement Fund Deposits:

1.Surface Parking Gross Receipts Fund;

2.Surface Parking Surplus Fund;

3.The Guaranty.

(iv)State Minimum Guarantee Payments:

1.Surface Parking Gross Receipts Fund;

2.Surface Parking Surplus Fund;

3.The Guaranty.

(3)All Additional Payments shall be paid from Surplus Moneys only.

(f)Section 2.8 Bradley Airport Parity Bond Indenture:

(1)The parties hereto agree that the Debt Service payments made pursuant to Section 6(b)(1)(ii) above shall constitute the “fixed rentals” for purposes of Section 2.8(2)(i) of the Bradley Airport Parity Bond Indenture.

(2)The parties hereto agree that the Debt Service Reserve Fund, Rebate Fund and Garage Trustee Expenses payments made pursuant to Sections 6(b)(1)(iii)-(vi) above shall constitute the “further rentals” for purposes of Section 2.8(2)(ii) of the Bradley Airport Parity Bond Indenture.

(3)The parties hereto agree that the State Minimum Guarantee payments made pursuant to Section 6(b)(1)(vii) above shall constitute “ground rental” for purposes of Section 2.8(3) of the Bradley Airport Parity Bond Indenture.

(4)The parties hereto agree that the Surface Parking Custodian Expenses payments made pursuant to Section 6(b)(2)(ii)-(iii) above shall constitute

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the “further rentals” for purposes of Section 2.8(2)(ii) of the Bradley Airport Parity Bond Indenture.

(5)The parties hereto agree that the State Minimum Guarantee payments made pursuant to Section 6(b)(2)(iv) above shall constitute “ground rental” for purposes of Section 2.8(3) of the Bradley Airport Parity Bonds Indenture.

(6)The parties hereto agree that the State’s share, if any, of the State and Developer Additional Payments and the State and Developer Percentage Payments made pursuant to Section 6(c)(iii) and 6(c)(iv) above, respectively, shall constitute “ground rental” for purposes of Section 2.8(3) of the Bradley Airport Parity Bonds Indenture.

(7)Notwithstanding anything else to the contrary herein, all “fixed rentals and further rentals” which are not required to make the deposits or payments set forth above shall be paid to the State for its own use and purposes in accordance with the Bradley Airport Parity Bond Indenture.

SECTION 7. Use and Operation of the Leased Premises.

(a) General.

(1) The Leased Premises shall be used by ABPC as parking facilities for motor vehicles and for any other purpose necessary to the parking of motor vehicles (including administrative functions), or as otherwise approved by the State. ABPC agrees to operate the Leased Premises as parking facilities in accordance with good business practices. The parking of any vehicle on a complimentary or validated basis in the Garage or the Surface Parking shall not be allowed unless previously authorized by the State.

(2) ABPC shall have the right and obligation to manage and operate the Leased Premises as parking facilities 24 hours a day, seven days a week, 52 weeks a year, in an efficient and professional manner with sufficient personnel to minimize shuttle bus delays and exit booth processing times, who shall be proficient in customer service communication and shall be courteous, clean and neat at all times and uniformed with proper identification. ABPC may operate Lots 5A and 5B as an overflow lot, depending upon the overall volume of use of the other Surface Parking lots. ABPC shall screen and train personnel, and further, shall make the best effort to minimize staff turnover.

(3) ABPC shall provide, the following services for the Leased Premises throughout the Lease Term:

(i) An on-site supervisor, 24 hours per day, 365 days per year.

(ii) Positive control of traffic on and in the immediate vicinity of the Leased Premises to direct patrons to available parking, prevent unreasonable traffic

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delays and direct patrons away from parking areas that are full. Such direction must be accomplished by the use of proper signage and/or supervision to the satisfaction of the Airport Administrator;

(iii) Removal of all abandoned and illegally parked vehicles. Such removal will be coordinated with the State/Airport Police. Vehicles shall be relocated to an impound area as authorized by the State;

(iv) Daily inspections of the Leased Premises with inspection reports submitted to the Airport Administrator on a weekly basis. Reports shall include any and all normal and abnormal conditions of pavement, equipment, lighting, staffing levels, etc.;

(v) Upon notice, respond to all customer telephone complaints within 24 hours and written complaints within seven days. The Airport Administrator shall be advised of the outcome of each complaint. Complaints received which pertain to matters outside the scope of ABPC’s authority shall be forwarded to the Airport Administrator for review and reply; and

(vi) The establishment and maintenance of procedures to ensure that only authorized personnel park in the Employee Lot, which may include the existing automated vehicle identification system installed by the State. Said system will be operated, maintained and replaced when necessary by ABPC.

(4) Gross Revenue Pledge.

(a)The State and ABPC hereby covenant that they shall maintain at all times rates for parking at the Garage and the Surface Parking sufficient to result in each year in Garage Gross Receipts in such amount to permit compliance with the Garage Coverage Ratio, as defined in the Trust Indenture. If for any Lease Year, as shown in the audited financial statements prepared for such Lease Year, the Garage Coverage Ratio has not been met, the State and ABPC shall promptly adjust rates for parking at the Garage and/or the Surface Parking such that the Garage Coverage Ratio is projected to be met for the then-current Lease Year.

(b)The State and ABPC hereby approve and establish, and the State shall implement, during each Lease Year of the Lease Term, the parking rates for the Surface Parking and the Garage, respectively, which are attached hereto as Exhibit F, which parking rates shall take effect automatically under the provisions of this Lease; provided, however, that if at the end of any Lease Year, the combined Surface Parking Gross Receipts and Garage Gross Receipts received in that Lease Year exceed the target therefor set forth in the table below, any scheduled parking rate increases for the succeeding Lease Year as set forth in Exhibit F hereto shall not occur during such succeeding Lease Year unless the State and ABPC mutually agree at such time that such rate increases

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for such Lease Year shall be given effect, in whole or in part. In the event of an increase or decrease in the combined Surface Parking Operating Expenses and Garage Operating Expenses in any Lease Year which exceeds $300,000 when compared with the amount budgeted therefor, the State and ABPC shall mutually agree to modify Surface Parking parking rates and/or Garage parking rates in order to compensate for such increase or decrease in such operating expenses. In addition, if for any reason at the end of any Lease Year, the combined Surface Parking Gross Receipts and Garage Gross Receipts received during such Lease Year are less than the target therefor set forth in the table below, ABPC shall notify the State of any non-scheduled increase in the parking rates for the succeeding Lease Year necessary (in addition to the automatic Exhibit F rate increases) to ensure that the combined Surface Parking Gross Receipts and the Garage Gross Receipts target for such succeeding Lease Year is met, and the State shall approve and establish such non-scheduled rate increases. In addition, the State and ABPC may mutually agree, at any time during the term of the Lease to adjust parking rates to respond to market and economic conditions, as long as such parking rate adjustment does not adversely affect any combined year-end Total of Surface Parking Gross Receipts and Garage Gross Receipts listed below. No adjustment in Garage Parking Rates pursuant to this paragraph, shall be made, unless the State and ABPC project compliance with the Garage Coverage Ratio, after giving effect to such adjustment.

Lease Year	Combined Year-End Total: Surface Parking Gross Receipts and Garage Gross Receipts
1st	$	3,283,816
2nd	11,704,442
3rd	18,228,322
4th	21,765,495
5th	22,024,572
6th	22,287,535
7th	22,554,444
8th	22,825,356
9th	25,781,090
10th	26,061,905
11th	26,346,933
12th	26,636,237
13th	26,929,879
14th	30,396,540
15th	30,732,834
16th	31,074,170
17th	31,297,651
18th	31,524,484
19th	35,079,930

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Lease Year	Combined Year-End Total: Surface Parking Gross Receipts and Garage Gross Receipts
20th	35,344,022
21st	35,612,076
22nd	35,884,151
23rd	36,160,307
24th	38,305,919
25th	38,602,961
26th	24,689,898

(5) As of the Lease Execution Date, ABPC has: (1) pursuant to the Construction Management Agreement, engaged the Construction Manager to perform each of ABPC’s obligations under this Lease in connection with the construction of the Garage, and (2) pursuant to the License Agreement, engaged APCOA to exercise ABPC’s non-construction rights and perform ABPC’s non-construction obligations under this Lease prior to the date that the Garage is Substantially Completed. Effective as of the earlier of the date of Substantial Completion of the Garage, or the expiration or termination of the License Agreement, pursuant to the Assignment, ABPC has assigned all of its non-construction rights and non-construction obligations under this Lease, to BAP, and BAP has agreed to exercise all of ABPC’s non-construction rights and perform all of ABPC’s non-construction obligations under this Lease, but specifically excluding, however, any remaining construction obligations under this Lease as of such date of Substantial Completion (including, without limitation, punchlist and warranty work), which shall remain the responsibility of the Construction Manager under the Construction Management Agreement. The State and the Trustee shall be third party beneficiaries of APCOA’s obligations under the License Agreement and BAP’s obligations under the Assignment with the ability to exercise ABPC’s remedies thereunder in the event of a default by APCOA or BAP, respectively, under such agreements. The License Agreement and the Assignment shall not be amended, modified or terminated without the consent of the State and the Trustee. In no event shall payment of the State Minimum Guarantee under this Lease be deemed in any way to be a construction obligation.

(6) The State, its officers, agents and employees shall not be responsible or liable for any loss of, or damage to, the property of ABPC or of its patrons, guests or invitees while on the Leased Premises.

(7) The State shall have the right at any time during emergency or crisis situations and at other reasonable times after due notice to ABPC to enter the Leased Premises for the purpose of examining the state of repair and condition of the Leased Premises and the equipment, and for the purpose of determining whether the terms, covenants and conditions contained in this Lease are being fully and faithfully observed and performed.

(8) With respect to the Leased Premises, ABPC shall provide for the removal of snow and ice, the seeding, planting and cutting of grass and shrubs, the prevention of erosion and the routine maintenance of all storm drains and sewer lines within the Leased Premises which serve the Leased Premises. ABPC shall in addition be responsible for the reconstruction, if necessary, of any storm drains and sewer lines within the Leased Premises which (i) ABPC,

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its agents or subcontractors, installed, or (ii) which, through ABPC’s actions, negligence or lack of maintenance, require reconstruction.

(9) ABPC shall have the right to acquire, install operate and maintain on the Leased Premises such improvements, equipment and supplies required or appropriate for the operation of the Garage and the Surface Parking pursuant to the terms of this Lease. ABPC will make a concerted effort to employ the use of recycled materials and supplies whenever possible.

(10) ABPC agrees that it shall not permit hazardous or unreasonably objectionable fumes, smoke or odors apart from those experienced in normal maintenance and facility operation to reach areas above the surface of the land, and that no unsightly accumulation of boxes, barrels, packages, junk, wastepaper or equipment or other such articles shall be permitted on the Leased Premises.

(11) ABPC agrees that the State, its agents, licensees and invitees shall have in common with others the right to pass and repass within and upon the Leased Premises with motor vehicles at no cost or expense to the State.

(12) ABPC agrees to operate its business on the Leased Premises so as to comply with and conform to all applicable federal and State statutes and regulations regarding, but not limited to, protection of the environment, health, safety, nuisance and fire, so far as the Leased Premises are concerned.

(13) ABPC shall provide by itself or others a street-type sweeper of adequate specifications and capacity, which will remain on the Leased Premises. Said sweeper will be used to clean and maintain the Leased Premises to the reasonable satisfaction of the Airport Administrator.

(14) ABPC shall recognize the authority of the Airport Administrator or his designee in supervising the conduct of all activities at the Airport. Compliance with the Airport Administrator’s rightful directions is mandatory.

(15) Nothing contained in this Lease shall be construed to indicate that ABPC has any rights at the Airport beyond the rights conveyed thereto pursuant to this Lease.

(16) ABPC will provide, operate, maintain and monitor the security systems installed in the Leased Premises, which shall include, without limitation, video and audio surveillance systems in the Garage, panic buttons throughout the surface lots, and provide courtesy patrols in numbers agreed upon from time to time by the State to provide security and assistance to parking patrons in the Garage and Surface Parking lots, as deemed necessary by the State. ABPC shall promptly report any incidents requiring police response to the State Police stationed at the Airport; provided, however, that ABPC shall have no responsibility for providing police protection or reaction in connection with the Leased Premises.

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(17) ABPC will man the exit booths of the Garage and the Surface Parking lots to the satisfaction of the Airport Administrator. Patrons should not wait in an exit line more than five minutes. ABPC shall anticipate peak period staffing and staff accordingly.

(18) The State shall have the right to contract out to third parties any non-parking service or concession on the Leased Premises, provided such service or concession does not adversely affect ABPC’s operation of the Garage and/or Surface Parking.

(b) Credit Cards and Debit Cards.

(1) ABPC shall arrange to have all credit card companies make direct transfers each business day, or as often as such credit card companies transfer credit card receipts to APCOA or ABPC at comparable garages, of all debit card and credit card receipts (net of service charges) from the operation of the Garage to a special account established in the Garage Gross Receipts Fund. Although ABPC shall not be responsible for such direct transfer by the credit card companies, ABPC shall make every effort which it is capable of making to insure that the transfer is accurate and is made every business day, or as often as set forth above. ABPC shall immediately cooperate with the State to determine what further remedial action, including, without limitation, substitution of another credit card company to perform the transfers, should be taken if its best efforts to correct the problem with the defaulting credit company are not sufficient to restore the appropriate transfers. The parking of any vehicles on a complimentary or validated basis anywhere in the Garage will not be allowed unless previously authorized and agreed to by the State.

(2) ABPC shall arrange to have all credit card companies make direct transfers each business day or as often as such credit card companies transfer credit card receipts to APCOA or ABPC at comparable garages, of all debit card and credit card receipts (net of service charges) from the operation of the Surface Parking to a special account established in the Surface Parking Gross Receipts Fund. Although ABPC shall not be responsible for such direct transfer by the credit card companies, ABPC shall make every effort which it is capable of making to insure that the transfer is accurate and is made every business day, or as often as set forth above. ABPC shall immediately cooperate with the State to determine what further remedial action, including, without limitation, substitution of another credit card company to perform the transfers, should be taken if its best efforts to correct the problem with the defaulting credit company are not sufficient to restore the appropriate transfers. The parking of any vehicles on a complimentary or validated basis anywhere in the Surface Parking lots will not be allowed unless previously authorized and agreed to by the State.

(c) Revenue Control.

(1) The parties mutually agree that ABPC shall install, operate and maintain state-of-the-art revenue control equipment and computer software for each of the Surface Parking lots and the Garage, approved by the State, and with consideration of the economic viability of such systems on the Leased Premises including but not limited to, entrance and exit barrier gates to insure optimum accountability for ABPC’s operation of the Surface Parking and the

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Garage. Revenue control equipment must, at a minimum, be machine readable with a fee computing cashier terminal for on-line status and such system shall provide:

(i)Facility Grand Total — Total Report

— by day, by lot and for the entire Garage

(ii)Summary Cashier Report

— by day, by lot and for the entire Garage

(iii)Transaction Detail Report

— by day, by lot and for the entire Garage

(iv)Rate Classification Report

— revenue for specific time durations, i.e. 0-1 hour, 1-1/2 hours, etc.

(2) The overnight license plate inventory system shall be a separate system independent of the fee computing revenue control equipment and reporting. ABPC agrees to replace or upgrade the approved revenue control equipment and computer software as necessary, but in any event at least once every 7 years during the Lease Term. The inventory system shall provide:

(i)Overnight inventory listing by day, by lot and for the entire Garage; and

(ii)Inventory stratification detailing quantity, length of stay and value of inventory.

(3) ABPC shall provide the following services for the Leased Premises throughout the Lease Term:

(i)Maintenance and repair of all revenue control equipment for the Leased Premises. Such maintenance and repair shall ensure that the revenue control will be machine readable and in on-line status. Machine readable shall mean parking tickets will be read by the fee computer which will automatically calculate the correct fee without cashier interference and on-line will mean all fee computers will be connected to a central computer and transmit data at least every 15 minutes to a data base; and

(ii)Reports to the State, to include, but not be limited to:

a. Monthly, the number of transactions per fee category, per day, per parking lot and for the entire Garage, including a monthly summary of each category;

b. Daily, the number and amount of revenue tickets collected per day, per lane, per parking lot and for the entire Garage, including a

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statement of Garage Gross Receipts and Surface Parking Gross Receipts;

c. Weekly, an overnight inventory of each parking lot and the entire Garage, and daily the overnight vehicle count of each parking lot and the entire Garage;

d. Monthly, the number of lost, validated and unaccounted for tickets per day, per Surface Parking lot and for the entire Garage. ABPC shall be responsible for identifying lost tickets together with the calculation of the amount due the State for said tickets in accordance with the schedule outlined below in Section 7(b)(4)(ii); and

e. Monthly, a list of any Refunds (i.e. overcharges or incorrect fees), promotional discounts and allowances by ABPC to its customers. “Refund” shall be defined as the return of any fees collected from the customers of the Leased Premises in accordance with State approved procedures. Such report must be submitted to the Airport Administrator no later than five working days after the end of the previous month.

(4) The parties agree to the following with respect to non-paid and unaccounted for customer tickets:

(i)All non-paid customer tickets shall be signed by (a) the customer, if available, (b) ABPC’s shift employee and (c) ABPC’s facility manager or an authorized representative of ABPC, and shall state the license plate number of the non-paying vehicle and note the reason for non-payment. The State shall have the right to allow for free parking by certain State employees, official visitors and others designated by the State, provided that such free parking shall be without penalty or expense to ABPC.

(ii)ABPC shall pay to the State, at its sole cost and expense, and the same shall be not treated as Garage Operating Expenses or Surface Parking Operating Expenses nor be reimbursable under the terms of this Lease, for all unaccounted parking tickets that equal or exceed 0.3% of the total number of tickets per month for all Surface Parking Lot and the Garage in accordance with the following schedule. Once the combined 0.3% threshold is attained, all Unaccounted For Tickets are assessed at the applicable penalty value:

Percent of Unaccounted For Tickets	Penalty
0.0% to less than 0.3%	= $0.00 x Total Number of Unaccounted For Tickets

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Percent of Unaccounted For Tickets	Penalty
0.0% to less than 0.7%	= $10.00 x Total Number of Unaccounted For Tickets
0.0% to less than 1.0%	= $15.00 x Total Number of Unaccounted For Tickets
0.0% to 1.0% or more	= $20.00 x Total Number of Unaccounted For Tickets

“Unaccounted For Tickets” shall mean, with respect to the operation of the Leased Premises, the number of tickets which are equal to the sum of the daily beginning vehicle inventory plus the daily number of tickets issued, minus the daily number of tickets collected, minus the daily ending vehicle inventory.

(5) ABPC shall insure the integrity of the revenue control system at all times during the Lease Term. This includes, but is not limited to, power outages. ABPC will install a sufficient generator as a backup emergency power system.

(6) ABPC shall ensure that its employees and agents are properly trained in the operation of the revenue control systems installed at the Leased Premises.

(7) ABPC shall install an automated credit card system, which will allow the customers of ABPC an option of paying via credit card, no later than upon completion of Phase I of the Garage. Prior to any such installation, all plans therefor must be submitted in writing and approved by the State.

(8) ABPC shall install “pay on foot” or express credit card exit lanes, as mutually agreed to with the State, no later than upon completion of Phase I of the Garage.

(9) ABPC shall install Automatic Vehicle Identification (AVI) lanes and provide for corporate invoicing, no later than upon completion of Phase I of the Garage. Implementation plans therefor must be submitted in writing and approved by the State.

(10) ABPC shall consider any new services, technologies, etc., and implement those, which would provide enhanced customer service.

(11) All revenue control system equipment costs paid pursuant to this Section 7(b) which are not paid from Bond proceeds shall not be treated as Garage Operating Expenses or Surface Parking Operating Expenses, but shall be paid or reimbursed from amounts on deposit in the Garage or Surface Parking Major Maintenance and Capital Improvement Funds respectively.

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(d) Budget

ABPC shall prepare and deliver to the State, at least 45 days prior to the commencement of each Lease Year: (a) a budget reflecting the Garage Gross Receipts which ABPC expects to receive and the Garage Operating Expenses which ABPC expects to incur during the forthcoming Lease Year of Garage operation (the “Garage Budget”) and (b) a budget reflecting the Surface Parking Gross Receipts which ABPC expects to receive and the Surface Parking Operating Expenses which ABPC expects to incur during the forthcoming Lease Year of Surface Parking operation (the “Surface Parking Budget” and collectively with the Garage Budget, the “Budgets”), such Budgets to be reviewed and approved by the State. If the State for any reason does not respond to any proposed Budget within 45 days after the State’s receipt thereof, or if the parties fail to reach agreement as to a Budget for the following Lease Year, then such Budget for such following Lease Year shall be the Budget for the preceding Lease Year, increased by the percentage increase in the CPI for the month of April preceding the beginning of the Lease Year. “CPI” means the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for all Urban Consumers (CPI-U) unadjusted US city average all items with index base period (1982-84=100). If the base 1982-84=100 is changed by the United Stated Department of Labor, the parties agree to apply the new base. If the CPI shall not exist in the same format as set forth in this section, State shall substitute an official index published by the Bureau of Labor Statistics, or successor or similar governmental agency, as may then be in existence and shall be most nearly equivalent thereto for Hartford, Connecticut.

(e) Recordkeeping, Reporting and Audits:

A. Recordkeeping: Separate records and books of accounts must be maintained for the Garage operation and the Surface Parking operation. ABPC will maintain its books and records in such a manner to enable both the preparation of annual financial statements in accordance with generally accepted accounting principles and the calculation of the payment distributions as prescribed in this Lease.

ABPC shall maintain at a location within the State of Connecticut or another reasonable location as may be approved in advance by the State, in a manner acceptable to the State, true and complete records and accounts of all items and transactions necessary to prepare and verify the accuracy of the financial position and results of the parking operations which are the subject of this Lease. The State hereby approves the location of central records with respect to such matters in Chicago, Illinois.

ABPC agrees to give the State’s and the Trustee’s authorized representatives’ access during reasonable hours to such books and records. ABPC agrees that it will keep and preserve or cause to be kept and preserved for three (3) years after the audits required by Section 7(d)C are accepted by the State, all books and records which are the subject of its recordkeeping obligation under this Section 7(d)A. If any litigation, claim or audit is started before the expiration of the three year period, such records shall be retained until all litigation, claims or audit finding involving the records have been resolved.

B. Financial Statement Preparation: ABPC agrees to prepare or cause to be prepared true and accurate annual financial statements in conformity with generally accepted accounting

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principles and supplementary information as described below. The financial statements must reflect the results of operations of the Leased Premises only, and not be combined or consolidated with the results of any other enterprise.

In addition to the financial statements, the following schedules of supplementary information must also be presented:

1.An income statement for each of the Garage operation and Surface Parking operation that, in total, agrees with the entity’s overall income statement.

2.A schedule of gross receipts and operating expenses prepared on the cash basis for each of the Garage operation and Surface Parking operation, with a reconciliation of the cash basis gross receipts and operating expenses with the accrual basis revenue and operating expenses presented in the income statement described above in item #1.

3.A schedule detailing the status of Guarantor Payments, including accrued interest, the premium amount, advance repayments and outstanding balance.

4.A schedule of outstanding Developer Payments.

5.A schedule which presents the calculation of Additional Payments due ABPC and the State in accordance with Section 6(c). For the purposes of this calculation, Guaranteed Payments excluding operating expenses which are developed in #2 above) are to be considered deductions for the Lease Year which provided the funds for such payments; i.e. Guaranteed Payments made on July 15 from funds available as of June 30 are to be considered Guaranteed Payments for the Lease Year ended that June.

All items presented in the schedules required by item #3, #4 and #5 must be reconciled to the financial statements or schedules if the amounts presented in these schedules differ from that presented in the financial statements or other schedules.

6.A detailed listing of fixed assets(i.e. equipment, furniture, etc.) purchased with parking operating gross receipts and/or bond proceeds.

7.A schedule of the Garage and Surface Parking Major Maintenance and Capital Improvement Funds detailing the deposits, interest earnings and expenditures plus a supporting schedule which accumulates the expenditures by project.

8.A schedule showing compliance with the Garage Coverage Ratio for the preceding Lease Year.

Such annual financial statements and supplementary information shall be prepared and delivered to the State and the Trustee within sixty (60) days following each of the hereinafter specified events where appropriate:

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(a)The end of each Lease Year of the specified term of this Lease;

(b)The end of each Lease Year of any bonafide extension of the specified term of this Lease, if any;

(c)The effective date of termination of this Lease, in the event of termination of this Lease prior to the completion of the specified term of this Lease or prior to the completion of the extended term of this Lease specified in any bona fide extension hereof, if any.

C. Audits: The annual financial statements and supplementary information required by Section B hereinabove shall be prepared by an independent CPA, as defined by Chapter 389 of the Connecticut General Statutes, retained by ABPC and reasonably satisfactory to the State. ABPC shall allow the CPA full and unrestricted access to books and records and APCOA shall allow the CPA full and unrestricted access to the books and records associated with ABPC and to any information which is necessary to attest to the reasonableness of APCOA home office overhead and direct costs charged to ABPC. The financial statements audit shall be performed in accordance with generally accepted auditing standards and the auditor shall express an “ in relation to” opinion on the schedules of supplementary information.

The cost of this audit will be allocated between the Garage operation and the Surface Parking operation and will be considered a Trustee expense and, as such, will not be included in the Budgets. Upon acceptance by the State of the audit, the Trustee will be directed to pay the audit firm for the cost of the audit or to reimburse APCOA for the proportional share of the audit attributable to the parking operation at the Airport.

While it is the intent of the State to rely on the certified statements(s) of the CPA, the State hereby reserves the right to review, examine and/or audit the records of ABPC and APCOA and the workpapers of the said CPA.

(f) Airport Shuttle Bus Service.

(1) In connection with the operation of the Airport shuttle bus service, the State does hereby grant to ABPC and ABPC hereby accepts:

A. The right and obligation to conduct and operate (or cause to be operated) a free, 24-hour shuttle bus service for Airport users, passengers, Airport employees, and others needing transportation between the Surface Parking and the Employee Lot, and the Airport’s terminal buildings. ABPC shall have the right to contract with R&G Parking or any other operator, mutually acceptable to the State and ABPC, to provide the shuttle bus service required under the provisions of this Lease.

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B. The obligation to provide, at a minimum, seven 15-passenger buses (including the driver) on a 24-hour schedule and on-call basis for shuttle bus service. If a vehicle is out of service or breaks down, a replacement vehicle must be in service no later than one hour after the vehicle is out of service. ABPC also agrees to make its reasonable and best efforts to ensure that no passenger shall wait more than five minutes for the arrival of any shuttle bus.

C. The acknowledgement and obligation that peak hours, holiday periods, and “emergency” conditions may require additional vehicles and/or changes to the shuttle bus operating schedule in order to provide an adequate number of seats and so as not to leave any customer waiting longer than five minutes for future shuttles. The adequacy of such service will be determined at the sole discretion of the Airport Administrator and any additional service, if needed, shall be supplied within one hour after such determination of its need and notice to ABPC.

D. The obligation to ensure that all buses used in the shuttle bus operation will be equipped with FCC approved radios. ABPC shall install a minimum of one radio base station at an agreed upon location to insure continuous communication between all buses and lot booths. ABPC has the obligation to equip each bus with adequate heat, air conditioning and luggage space. Lift equipment must be available in accordance with Section 14-97b of the Connecticut General Statutes. ABPC also must comply with any applicable requirements under of the Americans with Disabilities Act of 1990, as amended from time to time.

E. All shuttle bus drivers shall be outfitted in uniforms and nametags as approved by the Airport Administrator. The State reserves the right to demand the removal of ABPC’s shuttle bus personnel for just cause as determined by the State. No vehicles used in the shuttle bus service operation shall ever be more than five years old throughout the Lease Term. Scheduled vehicle servicing and maintenance shall, at no time, be performed in the parking lots or other public areas of the Airport. A no tipping policy must be exhibited in each bus and shuttle shelter.

F. The responsibility to display the Bradley International Airport logo.

G. The responsibility to provide signs for all shuttle bus vehicles designating that shuttle service is provided. The design, size, style and color of all signs will be satisfactory to the Airport Administrator and ABPC.

H. The responsibility to comply with State and federal laws regarding alternative fueled vehicles, replacement and use regulations.

I. ABPC shall immediately remediate and/or contain any spill or release of any hazardous, toxic, material or waste caused by ABPC or its agents in connection with the operation of the Airport shuttle bus service. In addition, ABPC shall immediately report the spill or release to the on duty Airport Operations Manager.

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J. The responsibility to provide buses at no charge for Airport operations in an emergency situation and for other non-routine operational needs, that do not interfere with ABPC’s service level requirements, or in circumstances where such service level requirements are waived by the State, the State will give as much advance notice as possible and will keep requests at an occasional frequency.

(2) ABPC shall maintain in good repair and safe working order, all shuttle bus vehicles owned and/or leased to or by ABPC for its use under this Lease. In this regard, ABPC shall establish preventive maintenance schedules and perform such for all shuttle bus vehicles, which schedules must receive the prior written approval of the Airport Administrator, further ABPC shall comply with the following:

(i)All shuttle bus vehicles shall be kept in safe, sanitary and top operating condition during the Lease Term;

(ii)Maintenance, servicing and repairs of the shuttle bus vehicles that are covered by warranties shall be performed in compliance with the terms and conditions of such warranties. ABPC shall seek promptly to enforce all applicable warranties as necessary;

(iii)ABPC shall institute a daily inspection program of the shuttle bus vehicles and shall repair or have repaired any exterior or interior damage promptly and, in any case, not less than 10 calendar days following detection of damage. ABPC shall immediately remove any shuttle bus vehicle from operation and repair or have repaired any damage or defect that would affect the safety and comfort of Airport patrons or others; and

(iv)ABPC shall wash the exterior and clean the interior of each shuttle bus vehicle at regular intervals so as to assure that such vehicles are kept in a clean and presentable condition at all times, as determined by the Airport Administrator.

SECTION 8. Unlawful Use/Permitted Uses. ABPC agrees that the Leased Premises shall be used and occupied in a careful, safe and proper manner; that no nuisance or waste shall be committed or permitted upon or any damage be done to the Leased Premises; and that ABPC shall not conduct or permit to be conducted upon the Leased Premises any business or conduct or permit any act which is contrary to or in violation of, and ABPC shall comply with, the laws and regulations of the United States of America, the State and any other governmental authority or agency applicable to the Leased Premises and with the rules, regulations and requirements that may be imposed by any insurance companies under which the Leased Premises are insured.

SECTION 9. Payment of Taxes and Assessments. (a) Except as hereinafter provided in Section 9(b), during the Lease Term, ABPC shall pay, before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for nonpayment thereof, all taxes, payments in lieu of taxes (“PILOT”), assessments, water and

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sewer rents, rates and charges, charges for public utilities, excises, levies and all other license and permit fees and other governmental charges, which at any time during the Lease Term may be assessed, levied, imposed upon or become due and payable out of or in respect of, or become a lien on the income or operation of the Garage or the Surface Parking or any part thereof or any appurtenance thereto or any use or occupancy of the Garage or the Surface Parking (all of which being hereinafter referred to as the “Charges”, and any of the same being hereinafter referred to as a “Charge”); provided, however, that, all such Charges shall be prorated as of the date of termination of this Lease and ABPC’s obligation for same hereunder shall be in effect only with respect to the Lease Term. In addition, during the Lease Term, ABPC hereby agrees to pay all costs connected with the ownership, operation, maintenance, repair, renewal and rehabilitation of the Garage (including, without limitation, insurance, utilities, taxes or payments in lieu of taxes and assessments) such that the amounts payable therefrom to the State as State Minimum Guaranteed payments shall be free and clear of all charges, whether or not the Garage is used or occupied, or capable of being used or occupied, by ABPC or APCOA. ABPC shall reimburse annually to the State, the amount of the PILOT payments made by the Bradley Enterprise fund with regards to the Leased Premises. The State will notify ABPC of the current Lease Year PILOT reimbursement amount on or about the 1st of September. ABPC will pay the State the amount of the PILOT payment within 10 days of notification.

(b) Notwithstanding the provisions of Section 9(a) to the contrary, ABPC shall have the right to contest the amount or validity, in whole or in part, of any Charge by appropriate proceedings diligently conducted in good faith, and may postpone or defer payment of such Charge, excluding PILOT, during the pendency of such proceedings. Upon the termination of any such proceedings ABPC shall pay the amount of such Charge or part thereof as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, interest, penalties or other liabilities in connection therewith. The State agrees to cooperate in any actions ABPC initiates pursuant to this Section 9(c).

(c) Since the State will be the owner in fee simple of the Garage, the State shall obtain documentation from the Commissioner of Revenue Services of the State substantially in the form attached hereto as Exhibit N (a copy of which shall be supplied to ABPC), which by its terms may be relied upon by ABPC, stating that the Construction Manager or any contractor or subcontractor purchasing materials or supplies that are to be physically incorporated into the Garage may furnish its suppliers with a completed contractor’s purchase exemption certificate and that neither ABPC nor the Construction Manager nor any such contractor or subcontractor will be liable for the Connecticut sales tax or use tax with respect to such purchases. ABPC hereby acknowledges and agrees to comply with Chapter 219 of the Connecticut General Statutes pertaining to tangible personal property or services rendered that is/are subject to sales tax. If ABPC or the Construction Manager or any of its contractors or subcontractors shall at any time be required to pay any sales tax or use tax to the State relating to the purchase of such materials for the construction of the Garage, ABPC shall be permitted to treat such payments as a Charge or a Garage Operating Expense in the first Lease Year in which such payments are made, provided proof of payment of such sales tax or use tax shall be promptly delivered to the State. This Section 9(c) shall not apply to any personal property purchased by ABPC or the

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Construction Manager or any of its contractors or subcontractors, which does not become physically incorporated into the Garage.

SECTION 10. Utilities and Service Contracts. The State shall provide and maintain or cause to be provided and maintained, at its own expense, to the boundary of the Leased Premises, all of the following utility systems: water, sewer, electricity and gas. ABPC’s obligations under this Lease are conditioned upon the State providing and maintaining such utility systems to the boundary of the Leased Premises. The State shall also be responsible for maintaining all underground utility equipment and systems to the boundary of the Leased Premises. The State shall be responsible for all utilities that are within the Leased Premises, but which do not serve the Leased Premises, except that ABPC shall be responsible for any damage caused to such utilities by its actions or negligence.

ABPC shall make in its name and for its benefit, and shall pay for, all utilities and service contracts for the Garage and the Surface Parking, including, but not limited to, water, sewer, gas, telephone, electricity, fuel, oil, vermin extermination, trash removal, snow removal and other necessary services used in connection with the Garage and the Surface Parking. ABPC shall cause to have installed electrical meters at the Garage and Surface Parking lots, with ABPC being the billed party.

SECTION 11. Insurance. (a) ABPC shall cause to be placed and kept in force, prior to Substantial Completion, builder’s “all risk” hazards insurance coverage, and after Substantial Completion, “all risk” hazard insurance, in both cases, in an amount equal to the replacement cost of the Garage and all other improvements and personalty on the Leased Premises, as reasonably determined by ABPC from time to time and approved by the State.

(b) With respect to the operations which ABPC performs under the terms of this Lease and also those performed for ABPC by subcontractors, ABPC shall carry for the duration of this Lease and any supplements thereto, with the State, the Trustee and the Custodian being named as an additional insured party for items (i) and (ii) below, the following minimum liability insurance coverage at no direct cost to the State. Said coverage to be provided by an insurance company or companies satisfactory to the State. Each insurance policy shall state that the insurance company shall agree to investigate and defend the insured against all claims for damages, even if groundless.

(i)Commercial General Liability insurance providing for a total limit of Five Million ($5,000,000) providing coverage for, but not limited to, Bodily Injury and Property Damage, Premises/Operations, Products/Completed Operations, Independent Contractors, Contractual Liability, Broad Form Property damage, X-C-U Coverages (if applicable). Should an aggregate limit apply, the aggregate should be no less than Ten Million Dollars ($10,000,000) ABPC agrees this coverage shall be provided on a primary basis.

(ii)The operation of all motor vehicles, including those hired or borrowed, used in connection with this Lease shall be covered by Automobile Liability Insurance in the following amounts: Insurance providing for a total limit of Five Hundred

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Thousand Dollars ($500,000) for all damages arising out of bodily injuries to or death of all persons in any one accident or occurrence, and for all damages arising out of injury to our destruction of property in any one accident or occurrence. In cases where an insurance policy shows an aggregate limit as part of the automobile liability coverage, the aggregate limit must be at least One Million Dollars ($1,000,000).

(c) With respect to all operations ABPC performs and all those performed for ABPC, ABPC shall carry Worker’s Compensation and Employer’s Liability Insurance in accordance with the requirements of the laws of the State of Connecticut.

(d) ABPC shall procure and maintain business interruption insurance to cover loss, total or partial, of the use of the Garage and the Surface Parking and other improvements on the Project Site as the result of any fire, explosion, vandalism, malicious mischief, other hazards normally covered by extended coverage endorsement, earthquake, tornado, hurricane and sprinkler leakage, in such amounts that: (1) in the case of a loss of the use of the Garage or any part thereof, the proceeds of such insurance in the event of loss will be sufficient to pay the Garage Guaranteed Payments for the period that the Garage or any portion thereof is not useable, up to a maximum period of 12 months; provided, however, that prior to Substantial Completion of the Garage, the amount of such business interruption insurance required shall be $4,000,000, which has been determined to be a sum sufficient to cover the amount of Garage Gross Receipts, net of Garage Operating Expenses, to be received between the date on which Phase I of the Garage becomes operational and the date of Substantial Completion of the Garage; and (2) in the case of a loss of the use of the Surface Parking or any part thereof, the proceeds of such insurance in the event of loss will be sufficient to pay the Surface Parking Guaranteed Payments for the period that the Surface Parking or any portion thereof is not usable, up to a maximum of 12 months.

(e) ABPC shall procure and maintain Garage Keepers Legal Liability Insurance providing for a total limit of $150,000 per occurrence.

(f) ABPC agrees to furnish to the State, only on the form or forms supplied by the State, a Certificate of Insurance (CON-32), fully executed by an insurance company or companies authorized to do business in the State of Connecticut for the insurance policy or policies required hereinabove, which policy or policies shall be in accordance with the terms of said Certificate of Insurance. The Certificate of Insurance shall specify amounts deductible, if any, for each type of coverage in the policy or policies, and shall be issued by carriers with a Best’s Insurance Reports policy holder’s rating of A+. ABPC agrees to be fully and solely responsible for any costs or expenses as a result of a coverage deductible, coinsurance penalty or self-insured retention. If at any time during the term of this Lease, there shall be a failure to provide said Certificates of Insurance and duly maintain such coverage in full force and effect, ABPC shall in any event immediately take all action within its power to obtain such certificates and substitute coverage; provided, however, that: (1) if such failure to shall be due to the fault or negligence of ABPC, then such failure shall be an event of default, but the cure period shall be reduced to one business day, and (2) if such failure shall not be due to the fault or negligence of ABPC, then such failure shall be an event of default, but the cure period shall be 30 days. In

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any event, until such certificates and substitute insurance coverage shall be obtained, ABPC shall be financially liable for the consequences of any failure to have such insurance in place. Such ABPC financial liability shall not be reimbursed under the terms of this Lease.

(g) All polices of insurance required under this Section shall not be subject to cancellation except after notice is given to the State, the Trustee and the Custodian to the attention of the Party for Notice specified on the CON-32 Form, and the Trustee, at least thirty (30) days prior to the date of cancellation.

(h) All insurance coverage required of ABPC shall be subject to adjustment from time to time to comply with any changes in minimum requirements determined reasonably necessary by the State for its protection and consistent with parking facility industry standards.

(i) The failure of the State, at any time or from time to time, to enforce the foregoing provisions of this Section 11 concerning insurance coverage shall not constitute a waiver of those provisions nor in any respect reduce the obligation of ABPC to defend and hold and save the State harmless with respect to any items of injury or damage covered by this Section 11.

(j) The Net Proceeds of the insurance carried pursuant to this Section 11 shall be applied as follows:

(i) the Net Proceeds of the insurance required by Section 11(a) shall be applied as provided in Section 13 hereof;

(ii) the Net Proceeds of insurance required by Section 11(b) shall be applied toward extinguishing or satisfying or remedying the liability, loss or damage with respect to which such proceeds may be paid; and

(iii) in the event of a loss under Section 11(d) hereof, the Net Proceeds of insurance required by Section 11(d) shall be paid to the Trustee which shall use such proceeds to make Guaranteed Payments with respect to the Garage and/or the Surface Parking, as applicable, during the period of such loss.

SECTION 12. Maintenance and Repairs and Capital Improvements.

(a) Garage. Throughout the Lease Term, ABPC shall be responsible for all maintenance and repairs to the Garage, including, without limitation, all equipment therein or thereon required to satisfy its obligations hereunder and all necessary structural repairs and replacements to the Garage and to walls, roof and foundations of the Garage, excepting those necessitated by the gross negligence or intentional misconduct of the State or its agents, representatives or employees, for which repairs the State shall be responsible. ABPC’s responsibility for maintenance and repairs shall include, without limitation, the responsibility for maintaining the Garage in good order, condition and repair, including, without limitation, repair of all revenue control equipment, wiring, electrical fixtures and plumbing fixtures or pipes. ABPC shall also keep in good order and repair (and make necessary replacement of)

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floors or ceilings of the Garage, any heating and ventilating system in the Garage and pedestrian bridges to the Departure roadway, and all wiring and electrical systems, plumbing pipes and sewer pipes (storm and sanitary) within the Leased Premises. ABPC shall replace all light bulbs which break or burn out (including the replacement of all ballast), maintain and replace parking equipment used by ABPC in its operations, provide waterproofing and surface treatments for the concrete floors and other surfaces, maintain striping after initial striping (if applicable) and perform all custodial services to keep the floor and ramp surfaces and stairways and sidewalks in front of the entrances to the Garage in safe working order. ABPC shall also be responsible for all leased data lines and phone modems, elevator maintenance and repair, including without limitation, the replacement of the elevator cabs, cables and motors. ABPC shall have an elevator maintenance contract with a licensed firm, which shall provide qualified and licensed technicians on-site to repair elevators, which are out of service, within one hour of a call for service. Elevator parts, listed in ABPC’s elevator maintenance contract, shall be available on site within 48 hours. In addition, ABPC, at its expense, shall make all necessary repairs to damage, which is caused by ABPC, or its agents, representatives, employees or invitees. Notwithstanding any provision of this Lease which may be construed to the contrary, ABPC shall not be responsible for the cost and expense of repairs to damage which are (i) caused by the gross negligence or intentional misconduct of the State or its agents, representatives or employees, or (ii) paid for directly by insurance proceeds, but this shall not delay the execution by ABPC of its maintenance and repair obligations hereunder. ABPC will install a generator as a backup emergency power system. ABPC shall be responsible for removing or causing to be removed, all trash, refuse and waste from the Garage consistent with Section 12(b)(3)(h) below.

(b) Surface Parking.

(1) ABPC shall be obligated to repair and replace all Surface Parking pavement, which requires repair or replacement, as the case may be.

(2) ABPC shall have the responsibility to maintain in good order and repair and in a safe and presentable condition, pavement markings, revenue control equipment, gates, attendant booths and signs at the Surface Parking and electric parking lot status signs at each long term lot thereat. ABPC shall also be responsible, at its expense, for all maintenance, both structural and routine, for the office and administration buildings at the Surface Parking and all housekeeping maintenance of the Surface Parking, which shall include bus shelters.

(3) ABPC shall be responsible for and shall pay all operating, maintenance and administrative costs for the operation of the Surface Parking including, but not limited to, the following:

(a)All utility costs, as well as, maintenance and repair, within the Leased Premises;

(b)Curb, guide rail and jersey barrier repair and maintenance where replacement and repair is due to incidents and accidents caused by ABPC or others to include but not be limited to its agents, officers, employees, contractors, sub-contractors, clients, and invitees;

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(c)Joint and crack sealing of all Surface Parking lots will be accomplished by ABPC, as needed to prevent water penetration into the subbase;

(d)Minor pavement maintenance which shall consist solely of patching, repair of pot holes, crack sealing and line stripping for the Surface Parking lots;

(e)The clearing of all storm drain areas at the Surface Parking of debris to ensure that no flooding is caused by any obstructed storm drain;

(f)Use of a sweeper to thoroughly clean the Surface Parking at least once a month, or more often if determined to be necessary by the Airport Administrator;

(g)Snow plowing and removal activities for the Surface Parking commencing prior to the accumulation of one inch of precipitation. In the case of freezing rain or ice, ABPC must at all times provide for a safe condition for vehicles, customers, passengers and employees by using proper materials (sand, salt, etc.) and techniques to counter such conditions which must be approved in writing in advance by the Airport Administrator. Any snow removed by ABPC or its authorized sub-contractors from the Surface Parking will only be deposited in an area on-airport as designated by the Airport Administrator;

(h)ABPC shall arrange for removal of its refuse and waste generated at the Surface Parking and ABPC’s administration building from the Airport. Such arrangement and any subsequent change(s) shall be approved in writing, in advance, by the State to conform with but not be limited to the following conditions:

(i)Any arrangements for removal of waste, approved in accordance with the above requirement, shall be subject to modification or revocation by the State if deemed necessary by the State;

(ii)No uncovered trash containers shall be kept at the Surface Parking;

(iii)No vehicles used for hauling trash, dirt or any other material shall be operated on the Airport unless such vehicle is constructed so as to prevent the contents thereof from dropping, sifting, leaking or otherwise escaping therefrom;

(iv)Surface Parking areas to be used for trash or garbage containers shall be designated by the Airport Administrator and no other locations shall be used for the purpose without approval. Such locations shall be at all times kept clean, neat, presentable and sanitary, in the opinion of the State; and

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(v)The Surface Parking area approved for storage of waste materials for pickup shall be kept clean, neat and presentable in the opinion of the Airport Administrator; and

(4) The replacement and disposal of light standards, bases, bulbs, ballast and fixtures as necessary for the Surface Parking’s lighting system. Such light standard replacement and disposal costs shall be paid from the Surface Parking Major Maintenance and Capital Improvement Fund.

SECTION 13. Damage or Destruction. If any portion of the Leased Premises is damaged or destroyed by fire or other casualty, ABPC shall, to the extent there are sufficient Net Proceeds for such purposes:

(i)promptly repair, rebuild or restore the property damaged or destroyed to substantially the same condition as existed prior to the event causing such damage or destruction with such changes, alterations and modifications (including the substitution and addition of other property exclusive of land) as may be desired by ABPC and approved by the State and as shall not impair the operation unity or revenue producing capability of the Leased Premises or the character of the Leased Premises as public facilities, or adversely affect the Airport in any way; and

(ii)apply for such purpose so much as may be necessary of any Net Proceeds of insurance resulting from claims for such losses with respect to the Leased Premises, provided that, Net Proceeds received from damage or destruction of the Garage may be applied only for costs related to the Garage and Net Proceeds received from damage or destruction of the Surface Parking may be applied only for costs related to the Surface Parking.

SECTION 14. Eminent Domain.

(a) Total Taking. If all of the Leased Premises or ABPC’s leasehold interest under this Lease, including, without limitation its opportunity to receive Additional Payments under Section 6(c), are taken by any condemning authority, including the State, under the power of eminent domain, or if the same is purchased or otherwise acquired in lieu thereof, this Lease shall terminate as of the date when title to the Leased Premises or ABPC’s leasehold interest under this Lease, as the case may be, is acquired by the condemning authority, subject to the provisions hereinafter set forth.

(b) Partial or Temporary Taking. If only a portion or a temporary taking for more than six (6) months of the Leased Premises or ABPC’s leasehold interest under this Lease is

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taken by any condemning authority, including the State, under the power of eminent domain, or if the same is purchased or acquired in lieu thereof, and if such partial or temporary taking or purchase results, in the reasonable opinion of the ABPC, in a substantial interference with the business which ABPC is conducting on the Leased Premises pursuant to this Lease and, in addition, in the reasonable opinion of ABPC has a materially adverse impact upon the financial position of ABPC, ABPC shall have the right to terminate this Lease by giving written notice to the State. In such event this Lease shall terminate as of the date when title to the portion or temporary taking of the Leased Premises or the portion or temporary taking of ABPC’s leasehold interest under this Lease, as the case may be, is acquired by the condemning authority.

(c) If the Lease is terminated in accordance with subsection (a) or (b) above, the parties hereto shall be released and discharged of and from all further obligations hereunder with respect thereto, without prejudice, however, to any claims which may have accrued prior thereto in favor of either party against the other, and APCOA shall be released and discharged of and from all further obligations under the Guaranty, without prejudice, however, to any claims which may have accrued prior thereto under the Guaranty, and ABPC and APCOA shall be released and discharged from any and all obligations, responsibilities or liabilities with respect to the Bonds.

(d) If a condemnation or purchase occurs under either subsection (a) or subsection (b) above and this Lease is terminated, and if such taking or acquisition is by the State, ABPC shall receive as ABPC’s Gross Award the just compensation to which ABPC is entitled by law for such taking of its leasehold interest.

(e) If a condemnation or purchase occurs under either subsection (a) or subsection (b) above and this Lease is terminated, and if such taking or acquisition is by a condemning authority other than the State, ABPC shall be entitled to all of its rights and remedies at law as to such condemning authority. In such event, the State and ABPC hereby agree that ABPC’s Gross Award shall first be deposited with the Trustee, to be applied to the payment or redemption of the then outstanding Bonds with any ABPC Gross Award proceeds remaining paid to ABPC, and ABPC and APCOA shall have no further liability in the event of a shortfall in such ABPC Gross Award to satisfy the then outstanding Bonds.

(f) If a partial or temporary condemnation or purchase occurs under subsection (b) above and this Lease is not terminated pursuant to said subsection (b), this Lease shall continue in full force and effect, and the State shall promptly repair the remaining Leased Premises and the improvements thereon, as is reasonably necessary and practical, in the sole discretion of the State. ABPC shall deposit its ABPC Gross Award with the Trustee and said proceeds shall be applied first to the repair of the Leased Premises, and the remaining proceeds, if any, shall be used to pay or redeem any then outstanding Bonds. Any remaining ABPC Gross Award shall be paid to the State.

SECTION 15. ABPC’s Option to Terminate. (a) In the event that the Airport ceases to function as an airport for general commercial traffic for a period of 120 consecutive days or more ABPC may terminate this Lease. If the State is responsible for such occurrence

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and if ABPC elects to terminate this Lease, such action by the State in connection with the cessation of the Airport’s function as an airport for general commercial traffic for such period shall be deemed a taking by the State of ABPC’s entire leasehold interest under this Lease pursuant to Section 14 hereof, and the provisions of Section 14 applicable thereto, shall apply. In order to terminate this Lease pursuant to this Section 15(a), ABPC must notify the State in writing of its intent to terminate this Lease on a particular date, which date shall be not less than 90 nor more than 360 days from the date of such notice at any time after such 120 day period, but in no event after any date on which the Airport is reopened for general commercial traffic.

(b) In the event the State builds or allows to be built additional garage parking capacity on the Airport, which is not part of the Leased Premises, and such additional parking capacity shall have a material adverse impact on the payments set forth in Section 6(c)(i)-(iii) hereof, as determined by a financial feasibility study prepared by, or on behalf of, the State, ABPC shall have the option to terminate this Lease. Or in the alternative, if the State builds or allows to be built additional garage parking capacity, and there is an actual material adverse impact on the payments set forth in Section 6(c)(i)-(iii) hereof, then ABPC shall have the option to terminate this Lease. Exercising either such termination option by ABPC shall result in (1) a payment by the State to ABPC equivalent to the payment due for a taking by the State of ABPC’s entire leasehold interest under this Lease pursuant to Section 14, hereof, (2) ABPC and APCOA shall have no further obligations, responsibilities and liabilities for any remaining outstanding Bonds and (3) the termination of the Lease and the Guaranty in the manner set forth with respect to a termination of the entire leasehold interest of ABPC pursuant to Section 14 hereof. In order to terminate this Lease pursuant to this Section 15 (b), ABPC must notify the State in writing of its intent to terminate this lease on a particular date, which date shall not be less than 180 nor more than 360 days from the date of such notice.

SECTION 16. Assignment of Lease by the State. It is expressly understood and agreed by the parties hereto that the State may pledge and assign this Lease and its rights hereunder to the Trustee to secure the payment of the principal of and interest on the Bonds in the manner provided in the Trust Indenture. ABPC acknowledges and agrees that the Trustee, as provided in this Lease and the Trust Indenture, shall have the right, on behalf of the State, to enforce the obligations of ABPC hereunder and to exercise any of the remedies set forth in this Lease in the event of a default by ABPC under this Lease.

SECTION 17. Right of the State to Perform ABPC’s Obligations. If ABPC shall fail to keep or perform, or shall fail to cause to be kept or performed any of its obligations as provided in the Lease in respect of: (a) maintenance of insurance; (b) payment of Charges, including, without limitation, taxes, assessments, public charges or other impositions; (c) repairs and maintenance; (d) replacement, substitution or installation of equipment, furnishings, machinery or apparatus; (e) compliance with legal or insurance requirements; (f) keeping the Garage and the Surface Parking free of liens; or (g) the making of any other payment required by or the performance of any other obligation imposed upon it hereunder, then the State or the Trustee, upon the continuance of such failure for 30 days (or such additional time as is reasonably required to correct any such failure) after written notice of such failure by the State

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or the Trustee to ABPC, and without waiving or releasing ABPC from any obligation, as an additional but not exclusive remedy, may (but shall not be obligated to do so) take out the required insurance and pay the premiums thereon, make any of the aforesaid payments or perform any other aforesaid obligations; and all sums so paid or expended by the State or the Trustee shall be deemed additional rental hereunder, which rentals, together with interest thereon to be calculated at the rate of prime lending rate per annum as published in the Wall Street Journal from the date thereof plus a premium of ten percent (10%) on principal ABPC agrees to pay.

SECTION 18. Employment of Personnel. ABPC shall investigate, hire, pay, supervise and discharge the personnel necessary to be employed in order to properly maintain and operate the Garage and the Surface Parking. ABPC shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, national origin, ancestry, age, sex, sexual preference, disease or handicap, and all employment advertising shall indicate that ABPC is an equal opportunity employer.

SECTION 19. Environmental Provisions.

A. If at any time after the Lease Execution Date, the State or ABPC shall identify on the Leased Premises or in the soil or ground water below the Leased Premises the presence of any Hazardous Materials or Hazardous Materials Contamination or any other hazardous waste or hazardous substance, pollutant, contaminant, or toxic substance or material (collectively, the “Regulated Materials”) subject to the provisions of 42 U.S.C. §6901 et seq. or 42 U.S.C. §9601 et seq. and/or any other federal or State rule, regulation, order, statute, code, standard, guideline, policy or requirement regarding the quality or condition of air, water, land, wetlands or regulating solid or hazardous waste or the environment (collectively, the “Environmental Laws”), the presence of which is not due to any act or omission of ABPC, its agents, employees, assignees, occupants, licensees, invitees or tenants (the “Protected Parties”), and ABPC shall notify the State, the State shall, promptly after receipt of such notice, cause actions to be taken to investigate, monitor, cleanup, remove and remediate such Regulated Materials in a manner which fully complies with all applicable Environmental Laws and all requirements of any applicable federal, State governmental agency or authority (the “Remediation”). During Garage construction, the State shall perform at its sole expense, any reasonable site environmental mitigation for existing conditions, including associated reasonable construction delay costs, that is determined to be required after Garage construction starts and which could not reasonably have been expected to be identified during ABPC’s environmental site investigation.

If the State deems that the environmental mitigation requirements, determined after the start of Garage construction but prior to Substantial Completion of the Garage, are too costly, Garage construction and this Lease Agreement shall be terminated, and the State shall pay all reasonable ABPC costs to the date of termination of the project, including, without limitation, the reasonable costs payable by the Construction Manager under the Construction Management Agreement, and ABPC and APCOA shall have no obligation

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to pay the cost of defeasing the Bonds that exceeds the balance of available Bond proceeds, which shall be applied thereto.

B. The State shall be responsible for all costs incurred in connection with any Remediation required pursuant to Section 19A hereof. The State does not waive any rights either express or implied it may be entitled to with respect to any third parties. If such Remediation by the State shall occur prior to Substantial Completion of the Garage, such costs of Remediation to be borne by the State shall include any additional Garage construction costs attributable solely to the need for such Remediation and construction delays in connection therewith, and the Target Date shall automatically be extended for a period equal to the number of days required to accomplish such Remediation after notice thereof to the State.

ABPC may, under the terms and provisions as may be agreed to by the parties under a subsequent letter agreement with the State, agree to perform the Remediation obligations of the State under Section 19A hereof.

C. The State further agrees that ABPC shall only be liable to it for contamination by Regulated Materials which the Protected Parties actually discharge, spill, release or deposit to the Leased Premises after the Lease Execution Date, and for which the State is not responsible.

D. The State hereby releases any claim, cause of action, or other legal suit, whether in law or in equity, or under any administrative proceeding or action, or under any other power of the State to impose liability and/or responsibility upon the Protected Parties with respect to liability or responsibility for environmental matters or conditions on or stemming from the Leased Premises which relate to matters or conditions that occurred or were instituted prior to the Lease Execution Date, and for which the Protected Parties were not responsible.

E. The State agrees to cooperate to the practical extent with the Protected Parties in any action deemed necessary against a third-party to preserve and protect the environmental integrity of the Leased Premises.

F. The use of the Leased Premises by ABPC shall be restricted to those purposes specified in this Lease unless the prior written consent of the State to any change is obtained. The State recognizes and agrees that the uses authorized in this Lease may include underground storage tanks and related appurtenances and dispensers (herein collectively “USTs”) and aboveground storage tanks and related appurtenances and dispensers (herein collectively “ASTs”).

G. ABPC and the State each agree to comply with all Environmental Laws and associated orders or permits applicable to their respective operations on or in the vicinity of the Leased Premises (and ABPC also agrees to cause such compliance by the Protected Parties, to the extent they operate on the Leased Premises), including but not limited to required National Pollutant Discharge Elimination System permits and all

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applicable laws and regulations relating to the use, storage, generation, treatment, transportation, and/or disposal of Regulated Materials. ABPC shall not knowingly use, store, generate, treat, transport, or dispose of any Regulated Materials on the Leased Premises without first obtaining all required permits and approvals from all authorities having jurisdiction over ABPC’s operations on the Leased Premises. ABPC will develop a Storm-water Pollution Prevention Plan, which must be approved by the Airport Administrator and the Connecticut Department of Environmental Protection.

H. ABPC shall permit the State and its agents, employees or contractors access to the Leased Premises for the purpose of conducting reasonable environmental inspections, tests and sampling, at all reasonable times including during regular business hours and during other hours either by agreement of the parties or in the event of an environmental emergency.

I. Upon receipt of a request from the State, ABPC, shall immediately provide for inspection by the State or its authorized representative of such documents in ABPC’s possession and/or control as are described in the State’s written request and as relate to compliance or non-compliance of the Leased Premises with Environmental Laws dealing with Regulated Materials. ABPC shall provide or cause such documents to be provided to the State at a location and in a manner required by the State.

J. If either party determines at any time through any means that any threat of potential harm to the environment, including but not limited to any release, discharge, spill or deposit of any Regulated Materials has occurred or is occurring which in any way affects or threatens to affect the Leased Premises, the Airport, or the persons structures, equipment, or other property thereon, that party shall notify immediately by verbal report in person or by telephone, to be confirmed in writing within 72 hours, (1) the other party’s designated environmental coordinator, (2) the State’s Fire Marshal, (3) all emergency response centers and environmental or regulatory agencies, as required by law or regulation.

K. ABPC and the State each agree to cooperate fully with the other in promptly responding to, reporting, and remedying any threat of potential harm to the environment, including without limitation any release or threatened release of any Regulated Materials into the drainage systems, soils, groundwater, waters, or atmosphere, in accordance with applicable law or as authorized or approved by any federal or State agency having authority over environmental matters.

L. ABPC agrees to indemnify and forever hold the State, including its officers and employees, harmless from any liability, fine, penalty, cost, attorney fees, or expenses, whether foreseen or unforeseen, suffered or to be suffered by reason of any failure of ABPC after the Lease Execution Date to perform its obligations under this Section 19, or by virtue of any non-compliance with any Environmental Laws applicable to and resulting from the operations, acts or use by ABPC after the Lease Execution Date, of the Leased Premises or any part thereof. ABPC, however, reserves the right to demonstrate either (i) that the alleged acts or failure to act did not occur, or (ii) that the

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alleged act or failure to act was not a failure of compliance or performance, or a violation, of applicable Environmental Laws or of obligations under this Section 19, or (iii) that the complained of contamination was in existence prior to the Lease Execution Date.

In addition to its indemnification obligation pursuant to the preceding paragraph, ABPC shall promptly report to the Airport Operations Manager and cause actions to be taken to investigate, monitor, cleanup, remove and remediate any Regulated Materials for which it has or would have an indemnification obligation in the circumstances described above in a manner which fully complies with all applicable Environmental Laws and all requirements of any applicable federal, State or local governmental agency or authority.

M. The rights and obligations set forth under this Section 19 shall survive the expiration or earlier termination of this Lease.

SECTION 20. Defaults, Remedies and Waivers by ABPC.

If during the Lease Term:

(i)ABPC shall fail to pay or deposit when due amounts which it is required to deposit or pay to the Trustee or the Custodian pursuant to Section 6 hereof, which failure shall continue for two Business Days; provided, however, that ABPC shall not be responsible for the failure by the credit card company to make direct transfers of net debit card/credit card receipts unless ABPC shall have violated its obligation to make every effort of which it is capable to insure that such transfers are accurate and made every business day or as otherwise required as set forth in Section 7(b);

(ii)APCOA shall fail to pay when due and owing any Guarantor Payments payable under the Guaranty, which failure shall continue after the opening of business on the date, as applicable, that the Trustee is required to make the deposits pursuant to Section 5.03 of the Trust Indenture or the date that the Custodian is required to make the deposits pursuant to Section      of the Custody Agreement;

(iii)ABPC shall fail to observe or perform in any material respect any other of ABPC’s material covenants, agreements, representations, certifications or obligations hereunder and such breach shall not be cured within 30 days (or such additional time as is reasonably required to correct any such failure, provided ABPC is diligently pursuing such cure to completion) after written notice by the State or the Trustee to ABPC specifying the nature of such breach;

(iv)in addition to the effect of the Construction Management Agreement, the License Agreement and the Assignment and any granting of a leasehold mortgage to a Leasehold Mortgagee as provided hereunder, ABPC’s interest in this Lease or any part thereof shall be mortgaged, hypothecated, affected,

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pledged, assigned or transferred either voluntarily or by operation of law contrary to the provisions of this Lease;

(v)ABPC shall file any voluntary petition or institute any voluntary proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt, or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby ABPC asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from all or any of ABPC’s debts or obligations, or offers to ABPC’s creditors to effect a composition of extension of time to pay ABPCs debts or asks, seeks or prays for a reorganization or to effect a plan of reorganization, or for a readjustment of ABPC’s debts, or for any other similar relief, or any such involuntary petition or any such involuntary proceedings of the same or similar kind or character shall be filed or be instituted or taken against ABPC (which involuntary petition or proceeding shall not be dismissed within 90 days of its filing or institution), or a receiver of the business or of the property or assets of ABPC shall be appointed by any court, except a receiver appointed at the instance or request of the State or the Trustee, or ABPC shall make a general or any assignment for the benefit of ABPCs creditors; or

(vi)ABPC shall abandon or vacate the Garage without the written consent of the State;

(vii)the occurrence of an Event of Default under Section 7.01(a) or (b) of the Trust Indenture;

(viii)failure to cause Substantial Completion of the Garage on or prior to the Target Date as the same may be extended.

Then in each such event set forth in clauses (i) — (viii) above, ABPC shall be in default hereunder.

If ABPC shall be in default hereunder for any reason, then the State or the Trustee may take any one or more of the following actions:

(a)reenter and take possession of the Project Site, the Garage and/or the Surface Parking without terminating this Lease, and sublease the Project Site, the Garage and/or the Surface Parking for the account of ABPC, holding ABPC liable for the difference in the rent and other amounts payable by such sublessee in such subleasing and the Guaranteed Payments and other amounts payable by ABPC hereunder, and associated fees and attorney’s costs;

(b)terminate the Lease Term and exclude ABPC from possession of the Project Site, the Garage and the Surface Parking and lease the Project

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Site, the Garage and the Surface Parking to another for the account of ABPC, holding ABPC liable for all Guaranteed Payments due to the date of such leasing and for the excess, if any, of the Guaranteed Payments payable under this Lease had the Lease Term not been terminated over the rents and other amounts which are payable by such new lessee under such new lease, and associated fees and attorney’s costs; and

(c)take whatever action at law or in equity, including, without limitation, the right to seek the remedy of specific performance, which may appear necessary or desirable to collect the Guaranteed Payments due under this Lease and the Guaranty, or to become due hereunder and thereunder, or to enforce performance and observance of any obligation, agreement or covenant of ABPC under this Lease.

SECTION 21. Representations of ABPC. ABPC hereby represents and warrants to the State, which representations and warranties and other representations and warranties of ABPC contained in this Lease shall survive the execution and delivery of this Lease, as follows:

(a)  Corporate Organization and Power. ABPC (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State, and (ii) has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now being conducted and as presently proposed to be conducted.

(b)  Pending Litigation. To the best of ABPC’s information and belief, there are no actions, suits, proceedings, inquiries or investigations pending, or to the best knowledge of ABPC threatened, against or affecting ABPC in any court or before any governmental authority or arbitration board or tribunal which involve the possibility of materially and adversely affecting the transactions contemplated by this Lease or the Trust Indenture or which, in any way, would adversely affect the validity or enforceability of the Bonds, the Trust Indenture or this Lease or the ability of ABPC to perform its obligations under this Lease.

(c)  Agreements Are Valid and Authorized. The execution and delivery by ABPC of this Lease and the compliance by ABPC with all of the provisions hereof (i) are within the authority and powers of ABPC, (ii) will not conflict with or result in any breach or any of the provisions of, or constitute a default under, any agreement, articles of organization, operating agreement or other instrument to which ABPC is a party or by which it may be bound, or any license, judgment, decree, law, statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over ABPC or any of its activities or properties, and (iii) have been duly authorized by all necessary action on the part of ABPC.

(d)  Governmental Consents. Neither the nature of ABPC, nor any of its activities or properties, nor any relationship between ABPC and any other person, is

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such as to require the consent, approval or authorization of, or the filing, registration or qualification with, any governmental authority on the part of ABPC in connection with the execution, delivery and performance of this Lease, other than those already obtained or those that will be obtained in connection with the construction of the Garage.

(e)  No Defaults. No event has occurred and no condition exists with respect to ABPC that would constitute default under this Lease or which, with the lapse of time or with the giving of notice or both, would become an event of default under this Lease.

(f)  Compliance with Laws. ABPC has received no written notice of any actual or asserted violations on or about the Project Site of any zoning, building, health, safety, pollution or federal or State environmental law, ordinance, rule or regulation governing the Project Site or the construction of the Garage thereon.

SECTION 22. Representations of the State. The State hereby represents and warrants to ABPC, which representations and warranties and other representations and warranties of the State contained in this Lease shall survive the execution and delivery of this Lease, as follows:

(a)  Pending Litigation. To the best of the State’s information and belief, there are no actions, suits, proceedings, inquiries or investigations pending, or to the knowledge of the State threatened, against or affecting the State in any court or before any governmental authority or arbitration board or tribunal, which involve the possibility of materially and adversely affecting the transactions contemplated by this Lease.

(b)  No Defaults. No event has occurred and no condition exists with respect to the State which would constitute a default under this Lease or the Trust Indenture or which, with the lapse of time or with the giving of notice or both, would become an event of default under this Lease or the Trust Indenture.

(c)  Title. The State has full legal and equitable title to the Surface Parking and the Project Site necessary to lease such property and the Garage to be constructed on the Project Site to ABPC as set forth herein.

(d)  Compliance with Laws. To the best of the State’s information and belief the State has received no written notice of any actual or asserted violations on or about the Project Site or the Surface Parking of any building, the health, safety, pollution or federal or State environmental law, rule or regulation governing the Project Site or the Surface Parking.

SECTION 23. No Remedy Exclusive. No remedy herein conferred upon or reserved to either party is intended to be exclusive of any other available remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right

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or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.

SECTION 24. Breach by the State. The State shall in no event be in default in the performance of any of its obligations hereunder unless and until the State shall have failed to perform in any material respects such obligations and such breach shall not be cured within 30 days (or such additional time as is reasonably required to correct any such default) after written notice by ABPC to the State specifying the nature of such breach. In the event of any such breach of its obligations hereunder by the State, ABPC shall have all remedies provided by law and in equity, provided, however, that ABPC shall not have the right to terminate this Lease except as provided in this Lease. Notwithstanding the preceding, the State reserves its sovereign immunity from suit or liability.

SECTION 25. Indemnification. ABPC shall indemnify and hold the State, the Trustee, the Custodian and each of their members, officers, agents and employees, harmless from, and defend them against, any and all liabilities, fines, suits, claims, demands, damages, liens, actions, judgments, costs, counsel fees and expenses of any kind or nature whatsoever due to or arising out of: (i) any breach, violation or non-performance of any covenant, condition, representation, warranty or agreement made by ABPC under this Lease, or (ii) any bodily injury, death or damage to property occasioned by ABPC’s use and occupancy of the Garage, the Surface Parking or the Project Site, occurring in or about the Garage, the Surface Parking or the Project Site, or upon the public ways adjoining the same; provided, however, that the indemnification in this Section 25 shall not cover any liabilities, fines, suits, claims, demands, damages, liens, actions, judgments, costs, counsel fees and expenses arising out of the gross negligence or willful misconduct of any of the parties otherwise intended to be indemnified hereunder. If the State, the Trustee, the Custodian and each of their members, officers, agents and employees, or any of them be made a party to any action or proceeding arising out of any of the events or happenings contemplated by the preceding sentence, then they may be entitled to appear, defend or otherwise take part at their election and by counsel of their own choosing and at their own expense. ABPC’s liability under this section shall be reduced by the net proceeds actually collected from any insurance carried for the State’s benefit on the risk in question.

SECTION 26. Severability. If any one or more of the terms, provisions, promises, covenants or conditions of this Lease shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of the Lease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.

SECTION 27. Waiver of Subrogation. Provided and so long as the following provisions of this section do not result in the invalidation or cancellation of the fire and extended coverage insurance policies on the buildings constituting a part of the Garage or the contents thereof, or constitute a defense to any claim for loss under said policies, the State and ABPC each agree to and by these presents do hereby waive all rights of recovery and causes of action against each other, respectively, and against the officers, employees, servants and agents of each other, and against all parties claiming through or under this Lease, for any damage to or

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destruction of the Garage or the Surface Parking or the contents thereof caused by any of the perils embraced within a standard fire and extended coverage insurance policy, notwithstanding the fact that said damage shall be due to the negligence of any one of the parties in whose favor this Lease operates.

SECTION 28. Vacation of Garage and Surface Parking. Except as may be otherwise permitted by this Lease, ABPC shall deliver up and surrender to the State possession of the Garage and the Surface Parking upon the expiration of this Lease or its termination in any way, in good condition and repair for a parking garage facility of the respective ages and types of the Garage and the Surface Parking, loss by fire or other casualty and ordinary wear and tear excepted.

SECTION 29. Holding Over. Should ABPC withhold possession of the Garage and the Surface Parking after the termination of this Lease, whether by expiration of the term hereof or otherwise, ABPC shall be considered a tenant at will and by sufferance of the State, and no such occupancy shall operate as a renewal of this Lease or the term hereof. During any such period when ABPC withholds possession, ABPC shall pay to the State monthly Guaranteed Payments in an amount equal to the average amount per month paid to the State by ABPC as Guaranteed Payments hereunder during the prior 12-month period.

SECTION 30. Waiver. No waiver of any condition or legal right or remedy shall be implied by the failure of either the State or ABPC to declare forfeiture, or for any other reason, and no waiver of any condition or covenant shall be valid unless it is in writing.

SECTION 31. Concurrent Remedies. All rights and remedies of ABPC, the State or the Trustee under this Lease shall be cumulative and none thereof shall exclude any other rights or remedies provided for herein or allowed or afforded by law.

SECTION 32. Mechanic’s or Other Liens. If, because of any act or omission of ABPC, or anyone claiming through or under ABPC, any mechanic’s lien or other liens or order for the payment of money shall be filed against the Garage or against the buildings or other improvements situated in or on the Garage or against the State (whether or not such lien or order is valid or enforceable as such), then ABPC, at ABPC’s own cost and expense, shall cause the same to be canceled and discharged of record within 60 days after the date of filing thereof, and ABPC shall indemnify and save harmless the State from any and all costs, expenses, claims, losses and damages, including reasonable attorneys’ fees, resulting therefrom or by reason thereof

SECTION 33. Assignment and Subletting. Except as contemplated by the recitals to this Lease or as permitted herein, ABPC may not sell, assign, transfer, mortgage, pledge or encumber any portion of the Garage or the Surface Parking or any of its rights hereunder, and ABPC may not sublease all or any portion of the Garage or the Surface Parking, in each instance, without the prior written consent of the State. The State hereby specifically acknowledges and agrees that ABPC will transfer and assign all or any portion of ABPC’s rights and non-construction obligations under this Lease to APCOA pursuant to the License Agreement and to BAP pursuant to the Assignment, and may engage the Construction Manager

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to perform the Garage construction obligations of ABPC hereunder pursuant to the Construction Management Agreement.

SECTION 34. Broker’s Commission. Each party hereto represents to the other that it has not dealt with or negotiated with, employed or become indebted to any broker or finder in connection with this transaction.

SECTION 35. Construction of “the State” and “ABPC”. Whenever the words “the State” or “ABPC” are used in this Lease, they shall be construed to include not only the original parties, but their respective legal representatives, successors, licensees and assignees, and all the terms, covenants, benefits and/or conditions herein set forth, performed or derived and/or to be performed and derived by either or any of the parties hereto shall inure to and be binding upon their respective heirs, legal representatives, successors, licensees and/or assignees. Whenever any pronoun of the masculine, feminine or neuter gender is used herein, the same may include and refer to any other gender, and the singular of any pronoun or verb may include and refer to the plural, and the plural may refer to the singular.

SECTION 36. Notice of Lease to be Recorded. ABPC shall record a “Notice of Lease” for this Lease, including any supplements hereto and all renewals thereof, if any, in the land records of the Town of Windsor Locks, at no expense to the State, and the recording shall be done immediately upon notification that the fully executed and approved document is ready to be recorded.

SECTION 37. Notices. Any notice or consent required or permitted to be given by or on behalf of either party shall be in writing and shall be mailed by registered or certified mail, addressed to the other party at the following addresses:

As to the State:

Department of Transportation

2800 Berlin Turnpike

P.O. Box 317546

Newington, CT 06131-7546

Attn: Commissioner of Transportation

As to ABPC:

APCOA/Standard Parking, Inc.

900 North Michigan Avenue

Suite 1600

Chicago, Illinois 60611

Attn: General Counsel

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With a copy to:

TBI-BDL Garage, LLC

c/o Tomasso Brothers, Inc.

One Liberty Square

P. O. Box 3040

New Britain, CT 06050

Attn: Michael W. Tomasso

or to such other address or addresses as may be specified from time to time in writing by one party to the other.

SECTION 38. Quiet Enjoyment. The State represents and warrants to ABPC that: (1) the State has good fee simple title to the Leased Premises with the power and authority to execute and deliver this Lease and to carry out and perform all covenants to be performed by it under this Lease, and (2) ABPC shall have the quiet and peaceful enjoyment of the Leased Premises so long as ABPC performs its duties hereunder and that the rights herein granted to ABPC hereunder are in conformity with any and all federal and State laws, regulations and policies, and any and all other binding obligations of the State with respect to the Airport.

The State further represents and warrants to ABPC that to the best of its information and belief:

(1)   except for the applicable terms and conditions contained in this Lease, sole and undisturbed physical possession of the Leased Premises will be delivered free and clear of all encumbrances, liens, defects in title, violations of law, leases, tenancies, easements, restrictions and agreements, except for such matters as of record appear or as otherwise set forth in the Lease or any exhibits or schedules attached hereto;

(2)   ABPC, at all times other than during temporary periods of construction or other emergency or remedial activities on the Airport or the Leased Premises, shall have reasonably unobstructed and adequate means of ingress and egress to the Leased Premises; and

(3)   except as provided in this Lease, no municipal zoning approvals or consents are required and there are no known legal restrictions or impediments that prevent the construction and operation of the Garage on the Project Site or the operation of the Surface Parking.

If the State fails to keep and perform any of the covenants, representations or warranties contained in this section and to cure the same within 30 days of written notice thereof by ABPC, ABPC shall have all remedies provided by law or in equity.

SECTION 39. No Third Party Benefit. Except as provided in the Construction Management Agreement, the License Agreement and the Assignment and as otherwise provided in this Lease with respect to the Trustee, this Lease is intended for the benefit of the State and ABPC and their respective successors and assigns, and nothing contained in this Lease shall be construed as creating any rights or benefits in or to any third party.

SECTION 40. Estoppel Certificates. Either party to this Lease shall from time to time during the term of this Lease, immediately upon request of the other party, execute and

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deliver to the other party a statement certifying that this Lease is in full force and effect, the date through which the Rent and other charges hereunder have been paid, and any other factual matter reasonably requested by the other party.

SECTION 41. Governing Law. It is the intention of all parties to this Lease that all questions concerning the intention, validity, or meaning of this Lease or relating to the rights and obligations of the parties with respect to performance hereunder shall be construed and resolved according to the laws of the State of Connecticut without regard to conflicts of law principles.

SECTION 42. Disadvantaged Business Enterprise (DBE) Requirement. This Lease is subject to the requirements of the U.S. Department of Transportation’s regulations, 49 CFR Part 23 Subpart F. ABPC agrees that it will not discriminate against any business owner because of the owner’s race, color, national origin, or sex in connection with the award or performance of any concession agreement covered by 49 CFR Part 23, Subpart F.

The ABPC agrees to include the above statements in any subsequent concession agreements that it enters and cause those businesses to similarly include the statements in further agreements.

In accordance with the Regulations of the U.S. Department of Transportation, 49 CFR Part 23, Subpart F, the State has implemented a Disadvantaged Business Enterprise (DBE) concession plan under which qualified firms may have the opportunity to participate in the Airport’s concession business. It is the policy of the Airport that DBE’s shall have the maximum opportunity to share in the benefits from airport concession leasing. Further, in accordance with Federal Regulations under 49 CFR Part 23, it is the State’s obligation to ensure that DBE firms have the opportunity to compete for leases without discrimination on the basis of race, color, national origin, or sex.

The State has established an overall DBE participation goal of ten percent (10%), as measured by total annual gross receipts, for the State’s Airport concession operations. In signing this Lease, ABPC agrees to foster participation by DBE’s in the operation of the Leased Premises in accordance with 49 CFR, Part 23, Subpart F. ABPC further agrees to make a good faith effort to ensure that on an annual basis, DBE’s certified by the State shall be utilized for such participation, the amount of which shall be equal to ten percent (10%) of the total of the budgeted amount of Garage and Surface Parking Operating Expenses, Garage and Surface Parking Major Maintenance and Capital Improvement Fund deposits, the Developer Payment, Reimbursement of Unpaid Developer Payments, ABPC’s share of any State and Developer Additional Payment and ABPC’s share of any State and Developer Percentage Payment for such Lease Year, and such calculation shall specifically exclude any portion of Debt Service, the State Minimum Guarantee, or Additional Payments to the State.

Example: Assume the following budget for a Lease Year:

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	Garage		Surface Lots
· Parking Gross Receipts	$	15,500,000	$	7,000,000
Less:
· Operating Expenses	1,600,000		4,200,000
· Debt Service	4,000,000
· Major Maintenance and Capital Improvement Fund Deposits	600,000		190,000
· State Minimum Guarantee			8,700,000
Subtotal	$	6,200,000	$	13,090,000
Net Available	9,300,000		-6,090,000
· Total Net Available	$	3,210,000
· Developer Payment	1.000,000
· Reimbursement of Unpaid Developer Payments	178,500
· Developer Additional Payment	1,000,000
· Developer Percentage Payment	4,725

Based on this example, ABPC’s annual DBE participation goal for a Lease Year would be an amount equal to $877,323, i.e., ten percent (10%) of $8,773,225, the sum total of Garage and Surface Parking Operating Expenses ($5,800,000), Garage and Surface Parking Major Maintenance and Capital Improvement Fund deposits ($790,000), the Developer Payment ($1,000,000), the Reimbursement of Unpaid Developer Payments ($178,500), the Developer Additional Payment ($1,000,000), and the Developer Percentage Payment ($4,725), which could be satisfied by fostering DBE’s certified by the State to participate in the operations of the Leased Premises by supplying certain goods and services to include uniforms, tools and supplies, towing, shuttle bus services, snow removal, custodial maintenance or other commercially useful functions.

SECTION 43. Counterparts. This Lease may be executed in several counterparts, and each executed counterpart shall be considered as an original of this Lease.

SECTION 44. Captions. The captions at the beginnings of the several sections of this Lease are not part of the context of this Lease, but are merely labels to assist in locating those sections, and shall be ignored in construing this Lease.

SECTION 45. Complete Agreement. This Lease (with its exhibits, which are hereby incorporated herein by reference) contains the entire agreement between the parties and supersedes any prior discussions, representations, warranties, understandings or agreements between them respecting the subject matter hereof. No changes, alterations, modifications, additions, or qualifications to this Lease shall be made or be binding unless made in writing and signed by each of the parties.

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SECTION 46. Civil Rights and Executive Orders.

A.  ABPC, for itself, its representatives, successors in interest and assigns, as part of the consideration hereof, does hereby covenant and agree as a covenant running with the Leased Premises that: (1) no person, on the grounds of race, color, or national origin shall be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (2) in the construction of any improvements on the Leased Premises and the furnishing of services thereon, no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; (3) ABPC shall use the Leased Premises in compliance with all other requirements imposed by or pursuant to Title 49 Code of Federal Regulations, Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. In the event of breach of any of the above nondiscrimination covenants, the State shall have the right to terminate this Lease and to re-enter and repossess said Leased Premises and the facilities thereon and hold the same as if said Lease had never been made or issued.

B.(a)     For the purposes of this section, “minority business enterprise” means any small contractor or supplier of materials fifty-one percent or more of the capital stock, if any, or assets of which is owned by a person or persons: (1) who are active in the daily affairs of the enterprise, (2) who have the power to direct the management and policies of the enterprise and (3) who are members of a minority, as such term is defined in subsection (a) of C.G.S. Section 32-9n; and “good faith” means that degree of diligence which a reasonable person would exercise in the performance of legal duties and obligations. “Good faith efforts” shall include, but not be limited to, those reasonable initial efforts necessary to comply with statutory or regulatory requirements and additional or substituted efforts when it is determined that such initial efforts will not be sufficient to comply with such requirements. For purposes of this Section, “Commission” means the Commission on Human Rights and Opportunities.

(b)(1) ABPC agrees and warrants that in the performance of this Lease, ABPC will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, mental retardation or physical disability, including, but not limited to, blindness, unless it is shown by ABPC that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the State of Connecticut. ABPC further agrees to take affirmative action to insure that applicants with job related qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, mental retardation, or physical disability, including, but not limited to, blindness, unless it is shown by ABPC that such disability prevents performance of the work involved; (2) ABPC agrees, in all solicitations or advertisements for employees placed by or on behalf of ABPC, to

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state that it is an “affirmative action-equal opportunity employer” in accordance with the regulations adopted by the Commission; (3) ABPC agrees to provide each labor union or representative of workers with which ABPC has a collective bargaining agreement or other contract or understanding affecting operations at the Leased Premises and each vendor with which ABPC has a contract or understanding affecting operations at the Leased Premises, a notice to be provided by the Commission, advising the labor union or workers’ representative of ABPC’s commitment under this Section and to post copies of the notice in conspicuous places available to employees and applicants for employment; (4) ABPC agrees to comply with each provision of this Section and C.G.S. Sections 46a-68e and 46a-68f and with each regulation or relevant order issued by said Commission pursuant to C.G.S. 46a-56 (as amended by Section 5 of Public Act 89-253), 46a-68e and 46a-68f; (5) ABPC agrees to provide the Commission on Human Rights and opportunities with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of ABPC as relate to the provisions of this Section and C.G.S. Section 46a-56.

(c)Determination of ABPC’s good faith efforts shall include but shall not be limited to the following factors: ABPC’s employment and subcontracting policies, patterns and practices; affirmative advertising, recruitment and training; technical assistance activities and such other reasonable activities or efforts as the Commission may prescribe that are designed to ensure the participation of minority business enterprises in public works projects.

(d)ABPC shall develop and maintain adequate documentation, in a manner prescribed by the Commission, of its good faith efforts.

(e)ABPC shall include the provisions of subsection B(b) of this section in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the State and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the Commission. ABPC shall take such action with respect to any subcontract or purchase order as the Commission may direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with C.G.S. Section 46a-56 (as amended by Section 5 of Public Act 89-253); provided if ABPC becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission, ABPC may request the State of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the State and the State may so enter.

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(f)ABPC agrees to comply with the regulations referred to in this Section as they exist on the date of this Lease and as they may be adopted or amended from time to time during the term of this Lease and any amendments thereto.

C.(a)     Pursuant to Section 16 of Public Act No. 91-58 (as amended by Section 8 of Public Act No. 91-407), (1) ABPC agrees and warrants that in the performance of the contract, ABPC will not discriminate or permit discrimination against any person or group of persons on the grounds of sexual orientation, in any manner prohibited by the laws of the United States or of the State of Connecticut, and that employees are treated when employed without regard to their sexual orientation; (2) ABPC agrees to provide each labor union or representative of workers with which ABPC has a collective bargaining agreement or other contract or understanding and each vendor with which ABPC has a contract or understanding, a notice to be provided by the Commission advising the labor union or workers’ representative of ABPC’s commitments under this Section, and to post copies of the notice in conspicuous places available to employees and applicants for employment; (3) ABPC agrees to comply with each provision of this Section and with each regulation or relevant order issued by said commission pursuant to C.G.S. Section 46a-56; (4) ABPC agrees to provide the Commission with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of ABPC as relate to the provisions of this section and C.G.S. Section 46a-56.

(b)ABPC shall include the provisions of subsection C(a) of this section in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the State and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the Commission. ABPC shall take such action with respect to any such subcontract or purchase order as the Commission may direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with C.G.S. Section 46a-56; provided, if ABPC becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission, ABPC may request the State to enter into any such litigation or negotiation prior thereto to protect the interest of the State and the State may so enter.

D.  This Lease is subject to the provisions of Executive Order No. Three of Governor Thomas J. Meskill promulgated June 16,1971, notwithstanding that the Labor Commissioner is not a party to this Lease. The parties to this Lease, as part of the consideration hereof, agree that said Executive Order No. Three is incorporated herein by reference and made a part hereof. The parties agree to abide by said Executive Order and agree

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that the State Labor Commissioner shall have continuing jurisdiction in respect to contract performance in regard to nondiscrimination, until this Lease is completed or terminated prior to completion.

E.   ABPC agrees, as part consideration hereof, that this Lease is subject to the Guidelines and Rules issued by the State Labor Commissioner to implement Executive Order No. Three, and that ABPC will not discriminate in its employment practices or policies, will file all reports as required, and will fully cooperate with the State of Connecticut and the State Labor Commissioner. A copy of said Guidelines is attached and hereby made a part of this Lease.

F.   ABPC agrees that this Lease is subject to the provisions of Executive Order No. Seventeen of Governor Thomas J. Meskill promulgated February 15, 1973, notwithstanding that the State Labor Commissioner may not be a party to this Lease. The parties to this Lease, as part of the consideration hereof, agree that Executive Order No. Seventeen is incorporated herein by reference and made a part hereof. The parties agree to abide by said Executive Order and agree that the contracting agency and the State Labor Commissioner shall have joint and several continuing jurisdiction in respect to contract performance in regard to listing all employment openings with the Connecticut State Employment Service.

G.   ABPC agrees that the attached CONNECTICUT REQUIRED CONTRACT/AGREEMENT PROVISIONS entitled “Specific Equal Employment Opportunity Responsibilities”, dated March 6, 1998, are hereby made a part of this Lease.

H.  ABPC assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to insure that no person shall on the grounds of race, creed, color, national origin or sex be excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart S. ABPC assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. ABPC assures that it will require that its covered suborganizations provide assurances to ABPC that they similarly will undertake affirmative action programs and that they will require assurances from their suborganizations, as required by 14 CFR Part 152, Subpart E, to the same effect.

I.    ABPC shall comply with the provisions contained in Section 7 of Public Act No. 91-1 (June 12, 1991 Special Session), “AN ACT CONCERNING THE CODES OF ETHICS FOR PUBLIC OFFICIALS AND LOBBYISTS”, which provides as follows:

(a)      No person hired by the State as an independent contractor shall:

1.Use the authority provided to the person under the contract, or any confidential information acquired in the performance of the contract, to obtain financial gain for the person, an employee of the person or a member of the immediate family of any such person or employee;

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2.Accept another State contract which would impair the independent judgment of the person in the performance of the existing contract; or

3.Accept anything of value based on an understanding that the actions of the person on behalf of the State would be influenced.

(b)      No person shall give anything of value to a person hired by the State as an independent contractor based on an understanding that the actions of ABPC or independent contractor on behalf of the State would be influenced.

SECTION 47. Agent for Service of Process. CT Corporation System, One Commercial Plaza, Hartford, Connecticut 06123, is hereby appointed as authorized agent for any service of process directed to ABPC for any action arising out of or as a result of this Lease, such appointment to be in effect through the life of this Lease, including any supplements thereto and six (6) years thereafter. The Secretary of State of the State of Connecticut or his/her successors in office is hereby appointed as authorized agent for any service of process directed to ABPC in the event CT Corporation System shall cease to be such authorized agent for ABPC and ABPC shall fail to appoint a successor agent for any action arising out of or as a result of this Lease, such appointment to be in effect through the life of this Lease, including any supplements thereto and six (6) years thereafter, except as otherwise provided by statute. A duplicate of any notice or document served on the Secretary of State will also be mailed to ABPC.

SECTION 48. Required Federal Aviation Administration (FAA) Contract Provisions.

ABPC certifies that it:

A. Is not owned or controlled by one or more citizens or nationals of a foreign country included in the list of countries that discriminate against U.S. firms published by the Office of the United States Trade Representative;

B. Has not knowingly entered and will not knowingly enter into any contract or subcontract for this project with a contractor that is a citizen or national of a foreign country on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list;

C. Has not procured and will not procure any product, nor subcontracted, nor will subcontract for the supply of any product for use on the project that is produced in a foreign country on said list;

D. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, if a contract shall be awarded to a contractor

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or subcontractor which knowingly procures or subcontracts for the supply of any product or service of a foreign country on the said list for use on the project, the Federal Aviation Administration may direct, through the sponsor, cancellation of the contract at no cost to the Government;

E. Further, the contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The contractor may rely upon the certification of a prospective subcontractor unless it has knowledge that the certificate is erroneous;

F. The contractor shall provide immediate written notice to the State and ABPC if the contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor shall agree to provide immediate written notice to the contractor, if at any time it learns that its certification was erroneous by reason of changed circumstances;

G. This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct, through the State and ABPC, cancellation of the contract or subcontract for default at no cost to the government;

H. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings; and

I. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false and fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001.

SECTION 49. Suspension or Debarment. Suspended or debarred entities, may not submit proposals for a State contract or subcontract during the period of suspension or debarment regardless of their anticipated status at the time of contract award or commencement of work.

A. The signature on this Lease by ABPC shall constitute certification that to the best of its knowledge and belief, ABPC or any person associated therewith in the capacity of owner, partner, director, officer, principal investigator, project director, manager, auditor or any position involving the administration of federal or state funds:

(a)Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;

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(b)Has not within a three-year period preceding this Lease been convicted of or had a civil judgment rendered against him/her for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction, violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

(c)Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in paragraph A (b) of this certification; and

(d)Has not within a three-year period preceding this Lease had one or more public transactions (federal, state or local) terminated for cause or default.

B. Where ABPC is unable to certify to any of the statements in this certification, ABPC shall attach an explanation to this Lease. ABPC agrees to insure that the following certification is included in each subcontract agreement to which it is a party, and further, to require said certification to be included in any lower tier subcontracts and purchase orders:

(a)The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency.

(b)Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

SECTION 50. Covenant as to Tax Exemption.

(a) To the extent compliance is within the control of ABPC, ABPC covenants to comply with each requirement of the Code necessary to maintain the exclusion of interest on the Bonds from gross income for federal income tax purposes pursuant to Section 103 of the Code and, in furtherance thereof, ABPC shall neither fail to take any action nor consent to the failure to take any action, which such failure to act or consent would cause the interest on the Bonds to be includable in gross income for federal income tax purposes under Section 103 of the Code.

(b) At least 95 percent of the Net Bond Proceeds shall be used to provide Airport Facilities. ABPC agrees and covenants that no requisition shall be paid for any cost of the Garage which is not a Qualified Cost (other than Issuance Costs) until the date on which the aggregate Qualified Costs (paid on or prior to such date) equals or exceeds 95% of the total

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costs of the Garage paid from the Net Bond Proceeds. After such date, ABPC may requisition additional costs of the Garage provided that, after payment of such costs, 95% or more of the Net Bond Proceeds requisitioned or transferred on or prior to such date have been or will be used to pay Qualified Costs.

(c) None of the Net Bond Proceeds will be used (i) to provide any airplane, skybox or other private luxury box, or health club facility, any facility primarily used for gambling or any store the principal business of which is the sale of alcoholic beverages for consumption off premises or (ii) to acquire existing property or any interest therein unless such acquisition meets the rehabilitation requirements of Section 147(d) of the Code. Less than 25% of the Net Bond Proceeds, if any, will be used, directly or indirectly to acquire land or any interest therein other than land acquired for noise abatement or wetland preservation or for future use as an “airport,” within the meaning of Section 142 of the Code, and as to which land there is no other significant use; no portion of such land is or will be used for farming purposes within the meaning of Section 147 (c)(1) of the Code. No more than 2 percent of the Net Bond Proceeds will be used to pay Issuance Costs.

(d) ABPC shall not invest “gross proceeds” of the Bonds in a manner that causes the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code.

(e) The obligations of ABPC under this Section shall be absolute and unconditional, and the failure of the State, the Trustee or any other person to execute or deliver or cause to be executed or delivered any documents or to take any action required under this Lease or otherwise shall not relieve ABPC of its obligation under this Section. Notwithstanding any other provision of the Trust Indenture or this Lease to the contrary, so long as necessary in order to maintain the exclusion of interest on the Bonds from gross income for federal income tax purposes, the covenants contained in this Section shall survive the discharge and satisfaction of the Bonds and the term of this Lease.

SECTION 51. Property Rights on Termination.

A. At all times during the Lease Term, title to all building(s) and capital improvements existing at the Lease Execution Date or constructed and/or installed hereafter on the Leased Premises shall remain in the State, and all fixtures attached to the Leased Premises and property personal or real, acquired with the proceeds of the Bonds and/or the Gross Receipts of the Leased Premises shall become the property of the State at the time they are affixed or acquired to the Leased Premises or acquired.

B. At the termination of this Lease, ABPC shall remove from the Airport all personal or other property not covered by Section 51A hereof which ABPC owns or acquired for operations at the Airport under this Lease Agreement including, without limitation, all operating equipment, tools, furniture, furnishings, merchandise and other items of a temporary or removable character.

C. ABPC shall have the right, exercisable at any time during the term hereof and all renewals and extensions thereof, and for a further period of 15 days thereafter, to remove from the Leased Premises property removable under the provisions of Section 5IB hereof, whether or not affixed to the realty, at any time installed on the Leased Premises by ABPC at its

69

expense under this Lease. ABPC shall repair any damage to the Leased Premises resulting from such removal. ABPC shall not be liable for rent or be deemed a tenant holding over by reason of the fact that it allows any such property to remain on the Leased Premises after the expiration of the Lease Term or any renewal or extension thereof, but all of such property which is not removed within 15 days following the end of the Lease Term, and all renewals and extensions thereof shall be deemed to have been abandoned to the State and shall remain upon and be surrendered with the Leased Premises as part thereof.

SECTION 52. Covenants With Respect To the United States of America.

A. This Lease shall be subordinate to the provisions of any existing or future agreement entered into between the State and the United States to obtain federal aid for the improvements, and maintenance or operation of the Airport.

B. In the event that a national emergency shall arise as so declared by the U.S. Congress and the President of the United States, as a result of which the federal government shall take possession of the Airport or a portion thereof, including all or a substantial portion of the Leased Premises, it is agreed by the parties hereto that the State shall not be held liable or responsible or subject to any claims or damages by or to ABPC as a result of said action by the federal government.

SECTION 53. Leasehold Mortgage.

A. The State acknowledges that the purchasers of the Bonds and/or a provider of credit enhancement for the Bonds and/or a provider of Private Debt may require ABPC to mortgage its leasehold estate under this Lease as a precondition to their purchase and/or credit enhancement, respectively, of the Bonds or the provision of such Private Debt. The State hereby consents to the granting of a leasehold mortgage for such purpose.

B. If ABPC does mortgage its leasehold estate under this Lease to secure the interests of the holders of the Bonds and/or a credit enhancer of the Bonds and/or a provider of Private Debt, the Trustee, acting on behalf of the holders of the Bonds and/or such credit enhancement provider and/or such Private Debt provider, as the Trust Indenture shall provide (the “Leasehold Mortgagee”), shall be entitled, in the event such Leasehold Mortgagee forecloses upon or otherwise acquires the leasehold interest of ABPC, to sell, sublet, assign, or otherwise dispose of such leasehold interest, provided the assignee or other party acquiring the leasehold interest is approved by the State, which approval shall not be unreasonably withheld nor decision delayed. In the event ABPC is in default under this Lease, the State and ABPC expressly agree that the Leasehold Mortgagee shall be entitled to enter upon the Leased Premises, to perform such curative acts as may be necessary, and/or to operate and manage the Leased Premises, either in its own name and right or on behalf of ABPC

C. The State shall send separate written notice by registered or certified mail, postage prepaid, to the Leasehold Mortgagee at such address as the Leasehold Mortgagee shall designate, of any of the following events:

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(a)The failure of ABPC to perform or comply with any of the provisions or covenants contained in this Lease, the cessation of business operations by ABPC for reasons other than maintenance, replacement, or repair of the Leased Premises, the abandonment of the Leased Premises by ABPC, or any other event which constitutes a default by ABPC under this Lease or for which this Lease may be terminated (any of the foregoing shall constitute a “default” for purposes of this Section 53); or

(b)The occurrence of any event which gives rise to an election by ABPC or the State to cancel or terminate this Lease. All notices shall be given promptly upon the occurrence of any event requiring notice.

D. In the event ABPC fails to cure any default of this Lease within the time allowed hereunder, the State shall provide the Leasehold Mortgagee with separate written notice of the failure of ABPC to cure such default within the time allowed, and the Leasehold Mortgagee shall be allowed an additional period of at least 30 days to cure such default (including taking possession of the Leased Premises if necessary to effect the cure) or to institute foreclosure proceeding (or otherwise acquire title to ABPC’s leasehold estate under this Lease). If such default is one which cannot reasonably be cured within 30 days, such default by ABPC shall not result in a termination of this Lease provided the Leasehold Mortgagee is paying all Rent and proceeding to cure such default by ABPC or to foreclose upon ABPC’s leasehold estate. The State grants the Leasehold Mortgagee the right to enter upon the Leased Premises to cure any default by ABPC. The State shall accept any curative acts performed by the Leasehold Mortgagee as though they were performed timely by ABPC.

E. No amendment to this Lease shall be made without the prior express written consent of the Leasehold Mortgagee.

F. The Leasehold Mortgagee shall not be liable for ABPC’s obligations under this Lease unless and until the Leasehold Mortgagee becomes the owner of ABPC’s leasehold estate under this Lease by foreclosure or by deed in lieu of foreclosure, and thereafter shall remain liable for such obligations only so long as it remains the owner of the leasehold estate.

G. The State shall execute and deliver to the Leasehold Mortgagee, upon request from time to time, an estoppel certificate pertaining to the status of payments and the performance of obligations hereunder and to such other information as the Leasehold Mortgagee may reasonably require.

H. The Leasehold Mortgagee shall enjoy the rights granted under this Section 53 until such time as the Bonds are repaid in full and the leasehold mortgage securing such payment is released. The Leasehold Mortgagee shall be entitled but not required, to exercise such rights within its sole discretion.

I. There shall be no merger of the leasehold estate created hereby with the fee or any other estate or interest in the Leased Premises, or any part thereof by reason of the fact that

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the same person may acquire, own or hold the leasehold estate and the fee or any other estate or interest.

J. The State acknowledges that the contemplated Bond financing is essential to the construction and completion of the Garage and that, subsequent to the Lease Execution Date, the Leasehold Mortgagee may require certain changes or modifications in this Lease to protect the interests of the Bondholders and/or a credit enhancer of the Bonds and/or a provider of Private Debt. Therefore, the State agrees that it will make those changes or modifications requested by the Leasehold Mortgagee in good faith, provided that they do not adversely affect the term of this Lease or any of the economic benefits accruing to the State under this Lease and that they do not increase any of the obligations of the State under this Lease, to the extent allowed by law.

IN WITNESS WHEREOF, the parties hereto have set their hands on the day and year first above written.

WITNESSES:		STATE OF CONNECTICUT,
		DEPARTMENT OF TRANSPORTATION JAMES F. SULLIVAN, COMMISSIONER
SIGN:		By:		/s/ Robert F. Juliano
				Robert F. Juliano
				Bureau Chief,
				Bureau of Aviation and Ports
SIGN:	/s/ Maria Koukowslu	(STATE SEAL)
WITNESSES:		APCOA BRADLEY PARKING
		COMPANY, LLC
SIGN:		By:	/s/ James A. Wilhelm
			Name:		JAMES A. WILHELM,
			Title:		EXECUTIVE VICE PRESIDENT, CHIEF OPERATIONS OFFICER, APCOA/STANDARD PARKING INC. Its Manager Member
		Duly Authorized
SIGN:	/s/ Carolyn R. Bodden

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STATE OF CONNECTICUT	)
	) at Newington MARCH 30 A.D., 2000
COUNTY OF HARTFORD	)

Personally appeared for the State, Robert F. Juliano, Signer and Sealer of the foregoing instrument and acknowledged the same to be the free act and deed of the Department of Transportation, and his free act and deed as Bureau Officer, Bureau of Aviation and Ports, before me.

Commissioner of the Superior Court

STATE OF Illinois	)
	) at 1:25 pm Feb. 24 A.D., 2000
COUNTY OF Cook	)

Personally appeared for APCOA Bradley Parking Company, LLC, James A. Wilhelm, Signer and Sealer of the foregoing instrument and acknowledged the same to be the free act and deed of APCOA Bradley Parking Company, LLC, and his free act and deed as      of APCOA Bradley Parking Company, LLC, before me.

My Commission Expires:	/s/ Carolyn R. Bodden
	Notary Public
	“OFFICIAL SEAL”
	CAROLYN R. BODDEN
	Notary Public, State of Illinois
	My Commission Expires May 14, 2003

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Agreement No.    

This Agreement is made with the approval of the undersigned pursuant to Section 13b-42(b) of the General Statutes of Connecticut, as revised.

APPROVED:
	Date: 3/30/00
Secretary, Office of Policy And Management
State of Connecticut
	Date: March 30, 2000
Name:
Title:
For State Properties Reivew Board State of Connecticut
	Date: 4/3/00
Attorney General State of Connecticut

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EX-10.29

Exhibit 10.29

Execution

TRUST INDENTURE

Between

STATE OF CONNECTICUT

and

FIRST UNION NATIONAL BANK

as Trustee

Dated
as of
March 1, 2000

relating to

State of Connecticut
Bradley International Airport
Special Obligation Parking Revenue Bonds

TABLE OF CONTENTS

	Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions	5
Section 1.02. Interpretation	19
Section 1.03. Captions and Headings	20
ARTICLE II
AUTHORIZATION, TERMS AND DELIVERY OF BONDS
Section 2.01. Authorized Amount of Bonds	21
Section 2.02. Delivery of Series 2000 Bonds	21
Section 2.03. Conditions for Issuance of Additional Series of Bonds	22
Section 2.04. Delivery of Additional Series of Bonds	23
Section 2.05. Issuance of Subordinate Bonds	25
Section 2.06. Issuance of Other Obligations	26
ARTICLE III
TERMS OF BONDS GENERALLY
Section 3.01. Form of Bonds	27
Section 3.02. Variable Terms	27
Section 3.03. Execution and Authentication of Bonds	27
Section 3.04. Security for the Bonds	28
Section 3.05. Payment and Ownership of Bonds	29
Section 3.06. Transfer and Exchange of Bonds	30
Section 3.07. Mutilated, Lost, Wrongfully Taken or Destroyed Bonds	31
Section 3.08. Safekeeping and Cancellation of Bonds	32
Section 3.09. Book-Entry Bonds	32
Section 3.10. Nonpresentment of Bonds	33
ARTICLE IV
REDEMPTION OF BONDS
Section 4.01. Terms of Redemption of Bonds	35
Section 4.02. Partial Redemption	35
Section 4.03. Notice of Redemption	35
Section 4.04. Payment of Redeemed Bonds	35

		Page
ARTICLE V
FUNDS AND PAYMENTS
Section 5.01. Creation of Funds		37
Section 5.02. Construction Fund		38
Section 5.03. Garage Gross Receipts Fund		40
Section 5.04. Debt Service Fund		42
Section 5.05. Debt Service Reserve Fund		43
Section 5.06. Garage Major Maintenance and Capital Improvement Fund		45
Section 5.07. Garage Surplus Fund		45
Section 5.08. State Payment Fund		46
Section 5.09. Demand for Payment under APCOA Guaranty		46
Section 5.10. Investment of Funds		47
Section 5.11. Rebate Fund		48
Section 5.12. Valuation		48
Section.5.13.	Further Application of Pledged Revenues; Application of Available Pledged Revenues; Payments to Funds	49
Section 5.14. Moneys to be Held in Trust		50
ARTICLE VI
THE TRUSTEE, REGISTRAR, PAYING AGENTS AND AUTHENTICATING AGENTS
Section 6.01. Trustee’s Acceptance and Responsibilities		51
Section 6.02. Certain Rights and Obligations of the Trustee		52
Section 6.03. Fees, Charges and Expenses of Trustee, Registrar, Paying Agents and Authenticating Agents		55
Section 6.04. Intervention by Trustee		55
Section 6.05. Successor Trustee		56
Section 6.06. Appointment of Co-Trustee		56
Section 6.07. Resignation by the Trustee		57
Section 6.08. Removal of the Trustee		57
Section 6.09. Appointment of Successor Trustee		57
Section 6.10. Adoption of Authentication		59
Section 6.11. Registrars		59
Section 6.12. Designation and Succession of Paying Agents		60
Section 6.13. Designation and Succession of Authenticating Agents		61
Section 6.14. Dealing in Bonds		62
Section 6.15. Representations and Covenants of Trustee		62
Section 6.16. Right of Trustee to Pay Taxes and Other Charges		62
Section 6.17. State’s Right to Audit		63
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.01. Events of Default		64
Section 7.02. Notice of Default		65

ii

		Page
Section 7.03. Remedies; Rights of Holders		65
Section 7.04. Right of Holders to Direct Proceedings		66
Section 7.05. Appointment of Receiver		66
Section 7.06. Application of Money		67
Section 7.07. Remedies Vested in Trustee		68
Section 7.08. Rights and Remedies of Holders		68
Section 7.09. Termination of Proceedings		69
Section 7.10. Waivers of Events of Default		69
Section 7.11. No Claims Against Trustee		70
Section 7.12. Provisions Subject to Applicable Law		70
ARTICLE VIII
REPRESENTATIONS, COVENANTS AND AGREEMENTS OF THE STATE
Section 8.01. Representations; Certain Covenants and Agreements		71
Section 8.02. Title to Garage		72
Section 8.03. After-Acquired Property, Further Assurances		72
Section 8.04. Special Covenants of the State		72
ARTICLE IX
DEFEASANCE
Section 9.01. Release of Indenture		74
Section 9.02. Payment and Discharge of Bonds		74
Section 9.03. Survival of Certain Provisions		75
ARTICLE X
SUPPLEMENTAL TRUST INDENTURES
Section 10.01. Supplemental Trust Indentures Not Requiring Consent of Holders		77
Section 10.02. Supplemental Trust Indentures Requiring Consent of Holders		78
Section 10.03. Authorization to Trustee; Effect of Supplement		79
Section 10.04. Opinion of Bond Counsel		80
Section 10.05. Modification by Unanimous Consent		80
Section 10.06. Consent of ABPC and APCOA		80
ARTICLE XI
AMENDMENTS TO LEASE AND APCOA GUARANTY; SUBSTITUTE LEASE OR OPERATING AGREEMENT
Section 11.01.	Amendments to Lease and APCOA Guaranty Not Requiring Consent of Holders; Substitute Lease or Operating Agreement	81
Section 11.02. Amendments to Lease and APCOA Guaranty Requiring Consent of Holders		81
Section 11.03. Opinion of Bond Counsel		81
Section 11.04. Consent of Trustee		82

iii

	Page
ARTICLE XII
PARITY OBLIGATIONS
Section 12.01. Parity Obligations Permitted	83
Section 12.02. Parity Obligations	83
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Limitation of Rights	85
Section 13.02. Severability	85
Section 13.03. Notices	85
Section 13.04. Suspension of Mail	86
Section 13.05. Payments Due on Non-Business Days	86
Section 13.06. Instruments of Holders	86
Section 13.07. Priority of this Indenture	87
Section 13.08. Extent of Covenants; No Personal Liability	87
Section 13.09. Binding Effect	87
Section 13.10. Counterparts	87
Section 13.11. Governing Law	87

iv

TRUST INDENTURE

THIS TRUST INDENTURE dated as of March 1, 2000, is made by and between the State of Connecticut (the “State”) and First Union National Bank, a national banking association organized and existing under the laws of the United States, duly authorized to exercise corporate trust powers in the State of Connecticut, as Trustee, under the circumstances summarized in the following recitals (the capitalized terms not defined in the recitals and granting clauses being used therein as defined in this Indenture):

A. The State, acting through the Department of Transportation, is the owner of certain land, buildings and improvements thereon known as Bradley International Airport (the “Airport”), which is located in part in the Town of Windsor Locks, County of Hartford, State of Connecticut, and the State has determined to construct an approximately 3,450 space parking garage and other related improvements (the “Garage”) on a site immediately adjacent to the terminal complex at the Airport;

B. The State previously has entered into the Indenture of Trust, dated as of October 1, 1982, as amended, with the trustee named therein (the “Bradley Airport Parity Bond Indenture”), providing for the issuance thereunder of the Bradley Airport Parity Bonds;

C. By virtue of the authority of the laws of the State, particularly C.G.S. Chapter 266a et seq., and Section 2.8 of the Bradley Airport Parity Bond Indenture, the State is authorized to enter into Special Facility Leases and to issue Special Obligation Bonds (each as defined in Section 2.8 of the Bradley Airport Parity Bond Indenture) and further is authorized to enter into this Indenture and to do or cause to be done all the acts and things herein provided or required to be done;

D. In order to acquire and construct the Garage, the State has entered into the Construction, Financing and Operating Special Facility Lease Agreement, dated as of March 1, 2000 (the “Lease”), with APCOA Bradley Parking Company, LLC, a Connecticut limited liability company (“ABPC”), which has agreed to construct and operate the Garage and to provide for the payment of certain amounts thereunder, and the State has determined to issue and sell one or more series of its Bradley International Airport Special Obligation Parking Revenue Bonds (the “Bonds”) to provide funds to finance the costs of the acquisition and construction of the Garage and related costs;

E. The State has determined to issue (i) its $47,665,000 State of Connecticut Bradley International Airport Special Obligation Parking Revenue Bonds, Series 2000 A (the “Series 2000 A Bonds”), and (ii) its $6,135,000 State of Connecticut Bradley International Airport Special Obligation Parking Revenue Bonds, Taxable Series 2000 B (the “Series 2000 B Taxable Bonds”; together with the Series 2000 A Bonds, the “Series 2000 Bonds”), which Series 2000 Bonds shall be substantially in the forms set forth in the First Supplemental Indenture;

F. To secure the payment of Debt Service on the Series 2000 Bonds and certain other payments due and payable by ABPC to the State under the Lease, APCOA/Standard Parking, Inc. (“APCOA”), the sole corporate member of ABPC, has delivered to the State the Guaranty Agreement, dated as of March 1, 2000 (the “APCOA Guaranty”);

G. By resolution duly adopted on August 27, 1999 by the State Bond Commission, the State is authorized to enter into this Indenture and to issue the Series 2000 Bonds for the purpose of financing the acquisition and construction of the Garage;

H. All acts and conditions required to be done or performed or to have been met precedent to and in the issuance of the Series 2000 Bonds and the signing and delivery of this Indenture and the First Supplemental Indenture have been performed and have been met, or at the delivery of the Series 2000 Bonds will have been performed and will have been met (i) to make the Series 2000 Bonds, when issued, delivered and authenticated, valid special obligations of the State in accordance with the terms thereof and hereof, and (ii) to make this Indenture a valid, binding and legal trust agreement for the security of the Bonds in accordance with its terms;

I. The obligation of the State to pay the principal of and interest on the Series 2000 Bonds is to be insured, for the benefit of the Holders of the Series 2000 Bonds, by the Bond Insurer; and

J. The Trustee has accepted the trusts created by this Indenture and in evidence thereof has joined in the execution hereof;

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to secure: the payment of Debt Service on the Bonds according to their true intent and meaning and all other amounts due from time to time hereunder, including those due to the Trustee, and to secure the performance and observance of all of the covenants, agreements, obligations and conditions contained therein and herein, and to declare the terms and conditions upon and subject to which the Bonds are and are intended to be issued, held, secured and enforced, and in consideration of the premises and the acceptance by the Trustee of the trusts created herein and of the purchase and acceptance of the Bonds by the Holders, and for other good and valuable consideration, the receipt of which is acknowledged, the State has signed and delivered this Indenture and does hereby absolutely and irrevocably pledge and assign to the Trustee and to its successors in trust, and its and their assigns, and grant a lien upon, all right, title and interest of the State in the Assigned Lease Rights, the Pledged Revenues, the Pledged Funds and the APCOA Guaranty (but only as to APCOA’s obligation thereunder to make Guarantor Payments) to the extent and with the exceptions provided in this Indenture;

PROVIDED, HOWEVER, that any pledge or assignment of, or lien on, any Fund, account, receivables, revenues, money or other intangible property not in the custody of the Trustee shall be valid and enforceable only to the extent permitted by law.

TO HAVE AND TO HOLD unto the Trustee and its successors in that trust and its and their assigns forever;

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BUT IN TRUST, NEVERTHELESS, and subject to the provisions hereof,

(a) except as provided otherwise herein, for the equal and proportionate benefit, security and protection of all present and future Holders,

(b) for the enforcement of the payment of the Debt Service on the Bonds and all other amounts due from time to time hereunder, including those due to the Trustee, when payable, according to the true intent and meaning thereof and of this Indenture, and

(c) to secure the performance and observance of and compliance with the covenants, agreements, obligations, terms and conditions of this Indenture,

in each case, except as provided otherwise herein, without preference, priority or distinction, as to lien or otherwise, of any one Bond over any other by reason of designation, number, date of the Bonds or of authorization, issuance, sale, execution, authentication, delivery or maturity thereof, or otherwise, so that each Bond and all Bonds shall have the same right, lien and privilege under this Indenture, and shall be secured equally and ratably hereby, it being intended that the lien and security of this Indenture shall take effect from the date hereof, without regard to the date of actual issue, sale or delivery of the Bonds, as though upon that date all of the Bonds were actually issued, sold and delivered to purchasers for value;

PROVIDED FURTHER, HOWEVER, that if

(i) the principal of the Bonds and the interest due or to become due thereon, together with any premium required by redemption of any of the Bonds prior to maturity, shall be well and truly paid, at the times and in the manner to which reference is made in the Bonds, according to the true intent and meaning thereof, or the outstanding Bonds shall have been paid and discharged in accordance with Article IX hereof, and

(ii) all of the covenants, agreements, obligations, terms and conditions of the State under this Indenture shall have been kept, performed and observed, and there shall have been paid to the Trustee, the Registrar, the Paying Agents and the Authenticating Agents all sums of money due or to become due to them in accordance with the terms and provisions hereof,

then this Indenture and the rights assigned hereby shall cease, determine and be void, except as provided in Section 9.03 hereof with respect to the survival of certain provisions hereof; otherwise, this Indenture shall be and remain in full force and effect.

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It is declared that all Bonds issued hereunder and secured hereby are to be issued, authenticated and delivered, and that all Pledged Revenues and the Pledged Funds are to be dealt with and disposed of under, upon and subject to, the terms, conditions, stipulations, covenants, agreements, obligations, trusts, uses and purposes provided in this Indenture. The State has agreed and covenanted, and agrees and covenants with the Trustee and with each and all Holders, as follows:

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ARTICLE I

DEFINITIONS

Section 1.01. Definitions. In addition to the words and terms elsewhere defined in this Indenture or in the Lease, unless the context or use clearly indicates another or different meaning or intent:

“ABPC” means APCOA Bradley Parking Company, LLC, a Connecticut limited liability company, and its permitted successors, licensees and assigns, or any successor lessee under the Lease or any substitute lease or any operator under a substitute operating agreement, in either event entered into pursuant to Section 8.04(c) hereof. In the event that, prior to the State entering into any such substitute lease or operating agreement, ABPC should cease to exist at any time after Substantial Completion of the Garage, references herein to ABPC shall be construed as referring to BAP.

“ABPC Security Agreement and Assignment” means the Security Agreement and Assignment of Leases and Rents, dated as of March 1, 2000, from ABPC to the Trustee and the Custodian, as the same may be modified, amended, supplemented or substituted from time to time in connection with the Lease or any substitute lease.

“Accounts” means any of the accounts created by or referred to in Section 5.01 of this Indenture, including any sub-accounts therein.

“Act” means C.G.S. Chapter 266a, as amended.

“Airport” means Bradley International Airport.

“Annual Debt Service Requirement” means the principal and interest to be paid on Outstanding Bonds and Parity Obligations, as the case may be, during the applicable Lease Year. For purposes of calculating such requirements:

(a) principal and interest requirements on Bonds and Parity Obligations, or portions thereof, shall not be included in the computation of the annual principal and interest payments if such principal or interest, or portions thereof, are payable from amounts deposited in trust, escrowed or otherwise set aside for the payment thereof with the Trustee or another Person approved by the Trustee;

(b) any Long-Term Obligation having a single principal maturity and no sinking fund redemption requirements, or having a principal amount due in any Lease Year which exceeds an amount equal to two hundred percent (200%) of the maximum principal amount of such Long-Term Obligation that would have become due (whether at maturity or pursuant to sinking fund redemption requirements) in such Lease Year if such Obligation had been amortized on a level debt service basis over the stated term of such Obligation, and any Interim Obligation shall be recast so

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that (i) such Obligation shall be deemed to be amortized on a level debt service basis over a period of time equal to the Assumed Amortization Period at the actual rate of interest borne by such Obligation, or (ii) if the State has an enforceable commitment for the refinancing of such Obligation under the terms of a credit facility or otherwise, such Obligation shall be deemed to bear interest and to be payable as to principal according to the terms of that refinancing commitment;

(c) any Variable Rate Obligation shall be deemed to bear interest at the Assumed Interest Rate;

(d) in the case of Bonds secured by a letter of credit or other credit facility, the reimbursement obligation of the State to the issuer of the letter of credit or other credit facility shall not be included in the calculation of Annual Debt Service Requirements so long as the principal and interest payments on the Bonds are included in such calculation and provided that the State has no current reimbursement obligation thereunder;

(e) amounts to be paid and received periodically under an interest rate exchange, swap or other hedge arrangement may be excluded from the calculation of Annual Debt Service Requirements if the debt service requirements on the Bonds or Parity Obligations to which such hedge arrangement relates have been included in the calculation, and any termination payments paid under any such hedge arrangements shall be payable only from amounts on deposit in the Garage Surplus Fund and shall be excluded from the calculation of Annual Debt Service Requirements; and

(f) no obligations to pay principal and interest shall be counted more than once.

“APCOA” means APCOA/Standard Parking, Inc., a Delaware corporation, and its permitted successors and assigns, or any successor entity guaranteeing payments under the Lease or any substitute lease or operating agreement entered into pursuant to Section 8.04(c) hereof.

“APCOA Guaranty” means the Guaranty Agreement, dated as of March 1, 2000, from APCOA to the State, as the same may be modified, amended or supplemented from time to time in accordance with the provisions of Article XI hereof, or any substitute guaranty delivered in connection with the Lease or any substitute lease or operating agreement entered into pursuant to Section 8.04(c) hereof.

“APCOA Security Agreement and Assignment” means the Security Agreement and Assignment of Leases and Rents, dated as of March 1, 2000, from APCOA to the Trustee and the Custodian, as the same may be modified, amended, supplemented or substituted from time to time in connection with the Lease or any substitute lease.

“Assigned Lease Rights” means all rights under the Lease and the Security Agreements other than those relating to the Surface Parking, which are assigned by the State to the

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Trustee as security for the Bonds and may be enforced by the Trustee, alone or jointly with the State, provided that, the State shall retain the right to enforce those provisions of the Lease relating to the Surface Parking and to the State’s right to receive indemnification and payment of its fees and expenses and to enforce Sections 42, 46, 48 and 49 of the Lease.

“Assignment Agreement” means the Assignment Agreement, dated as of March 1, 2000, between ABPC, as assignor, and BAP, as assignee, as the same may be modified, amended or supplemented from time to time in accordance with its terms.

“Assumed Amortization Period” means, with respect to any Bonds or Parity Obligations the principal and interest requirements of which are to be recast for purposes of a calculation of the Annual Debt Service Requirements or in connection with the incurrence of an Interim Obligation, the period of time not exceeding thirty (30) years, set forth in an opinion delivered to the Trustee of an investment banker selected by the Treasurer and experienced in underwriting or placing obligations of the type being recast, or of another Person selected by the Treasurer and experienced in the issuance and sale of obligations of such type, as being the maximum period of time over which obligations having comparable terms and security issued or incurred by an issuer of comparable credit standing would, if then being offered, be marketable on reasonable and customary terms.

“Assumed Interest Rate” means, with respect to any Bonds or Parity Obligations that are Variable Rate Obligations, the principal and interest requirements of which are to be recast for purposes of a calculation of the Annual Debt Service Requirements or in connection with the incurrence of an Interim Obligation, the rate per annum determined, at the election of the State, pursuant to clause (a) or clause (b) below:

(a) the rate per annum in effect for revenue bonds of comparable maturity as published in The Bond Buyer Revenue Bond Index as of a date within 30 calendar days of the date of the calculation of Annual Debt Service Requirements; or

(b) the average rate per annum which was in effect for 12 out of the last 18 months preceding the date of the calculation of Annual Debt Service Requirements on such Variable Rate Obligations, or, if no rate was in effect for such period of time, then, at the election of the State, the average rate per annum in effect for any lesser period of time or the rate per annum which was in effect on the date on which such Variable Rate Obligations were issued or incurred, adjusted in each case to include the fee paid for any letter of credit used to support or enhance such Variable Rate Obligations and the remarketing fee paid to any Person who remarkets any Variable Rate Obligations pursuant to a remarketing agreement.

“Authenticating Agent” means the Trustee and the Registrar for the series of Bonds and any other bank, trust company or other person designated as an Authenticating Agent for such series of Bonds by or in accordance with Section 6.13 of this Indenture, each of which shall be a transfer agent registered in accordance with Section 17A(c) of the Securities Exchange Act of 1934, as amended.

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“Authorized Denominations” means with respect to any series of Bonds, the denominations provided in the Supplemental Indenture creating such series of Bonds.

“Authorized Officer” or “Authorized Officers” means any person or persons specifically authorized to take on behalf of the State the action intended, and if there is no such specific authorization, shall mean the Treasurer or the Treasurer’s designated delegate; provided that the Bureau Chief of the Bureau of Aviation and Ports of the Department of Transportation, or his designated delegate, shall be authorized to execute and deliver requisitions for disbursements from the accounts of the Construction Fund in accordance with Section 5.02 hereof and the applicable provisions of a Supplemental Indenture.

“BAP” means Bradley Airport Parking Limited Partnership, a Delaware limited partnership, and its permitted successors, licensees and assigns.

“BAP Security Agreement” means the Security Agreement, dated as of March 1, 2000, from BAP to the Trustee and the Custodian, as the same may be modified, amended, supplemented or substituted from time to time in connection with the Lease or any substitute lease.

“Bond” or “Bonds” means all Bonds issued and Outstanding pursuant to this Indenture and the Supplemental Indentures, as provided in Article II.

“Bond Insurer” means the issuer of a municipal bond insurance policy securing a series of Bonds as may be provided for and defined in the Supplemental Indenture relating to that series of Bonds.

“Book entry form” or “book entry system” means, with respect to the Bonds, a form or system, as applicable, under which (i) the ownership of beneficial interests in Bonds may be transferred only through a book entry and (ii) physical Bond certificates in fully registered form are registered only in the name of a Depository or its nominee as Holder, with the physical Bond certificates “immobilized” in the custody of the Depository. The book entry system is maintained by and is the responsibility of the Depository and not the State or the Trustee. The book entry is the record that identifies, and records the transfer of the interest of, the owners of beneficial (book entry) interests in the Bonds.

“Bradley Airport Parity Bond Indenture” means the Indenture of Trust, dated as of October 1, 1982, as amended and supplemented, between the State and the trustee named therein, and any indenture subsequently entered into by the State, which may be in addition thereto or in replacement thereof, pursuant to which bonds are issued by the State to finance improvements at the Airport and which bonds are secured by revenues of the Airport.

“Bradley Airport Parity Bonds” means the bonds of the State issued and outstanding from time to time under the Bradley Airport Parity Bond Indenture.

“Business Day” means any day of the year, other than a Saturday or Sunday, or a day on which banks located in the cities in which the principal offices of the Trustee and any Paying

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Agent are located and in Hartford, Connecticut are legally authorized to be closed, and on which the Trustee and the Paying Agent are open.

“Capitalized Interest Account” means the Capitalized Interest Account of the Construction Fund created by Section 5.01 of the Indenture.

“Code” means the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations thereunder.

“Construction Fund” means the Construction Fund created by Section 5.01 of this Indenture.

“Construction Period” means the period between the beginning of the acquisition, construction and installation of the Improvements to be financed from the proceeds of any series of Bonds, and the date of completion thereof, as certified in accordance with Section 5.02(c) hereof.

“Consultant” means an individual or firm, which may include a firm of independent certified public accountants, recognized to be knowledgeable in the operation and finances of airports and/or parking facilities, as may from time to time be designated by the State.

“Costs of Issuance Account” means the Costs of Issuance Account of the Construction Fund created by Section 5.01 of this Indenture.

“Custodian” means the Trustee acting in its capacity as Custodian under the Custody Agreement.

“Custody Agreement” means the Custody Agreement, dated as of March 1, 2000, between the State and the Custodian relating to the deposit and application of Surface Parking Gross Receipts (as defined in the Lease).

“Debt Service” means, for any period or time, the principal of (whether at stated maturity, by mandatory sinking fund redemption, by acceleration or otherwise) and interest and any premium due on the Bonds and/or any Parity Obligations then outstanding for that period or payable at that time, as the case may be.

“Debt Service Fund” means the Debt Service Fund created by Section 5.01 of this Indenture.

“Debt Service Reserve Fund” means the Debt Service Reserve Fund created by Section 5.01 of this Indenture.

“Debt Service Reserve Requirement” means with respect to any series of Bonds for which an account in the Debt Service Reserve Fund has been established, such amount as is designated in the Supplemental Indenture for that series of Bonds to be the required balance for that account.

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“Department of Transportation” means the Department of Transportation of the State.

“Depository” means The Depository Trust Company (a limited purpose trust company), New York, New York, until any successor Depository shall have become such pursuant to the applicable provisions of this Indenture and, thereafter, “Depository” shall mean the successor Depository. Any Depository shall be a securities depository that is a clearing agency under federal law operating and maintaining, with its participants or otherwise, a book entry system to record ownership of beneficial interests in Bonds, and to effect transfers of beneficial interests in the Bonds, in a book entry form.

“Event of Default” means any of the events described in Section 7.01 of this Indenture.

“Extraordinary Services” and “Extraordinary Expenses” means all services rendered and all reasonable and necessary out-of-pocket expenses (including reasonable counsel fees) properly incurred under this Indenture by the Trustee, the Registrar and any Authenticating Agent and Paying Agent other than Ordinary Services and Ordinary Expenses, including, after the occurrence of an Event of Default, nonministerial services and reasonable and necessary counsel and other advisory out-of-pocket fees incurred by the Trustee.

“First Supplemental Indenture” means the First Supplemental Trust Indenture dated as of March 1, 2000 between the State and the Trustee, authorizing the Series 2000 Bonds.

“Fixed Rate Obligation” means any Bonds or Parity Obligations the yield on which is fixed and determinable on their issuance date.

“Funds” means any of the funds created by or referred to in Section 5.01 of this Indenture, including any accounts and sub-accounts therein.

“Garage” means the approximately 3,450 space parking garage and other related improvements to be constructed at the Airport immediately adjacent to the terminal complex in accordance with the Lease.

“Garage Coverage Ratio” means for any twelve-month period the ratio of (A) Pledged Revenues less Garage Operating Expenses, in each case for such period, to (B) maximum Annual Debt Service Requirements in any subsequent Lease Year. Except as otherwise may be permitted herein or in any Supplemental Indenture relating to a particular series of Bonds, the Garage Coverage Ratio for each Lease Year shall be not less than 1.50; provided that any such change in the Garage Coverage Ratio shall not apply to Bonds previously outstanding unless approved by a majority of the Holders of such outstanding Bonds.

“Garage Gross Receipts” means Garage Gross Receipts as defined in the Lease, together with any similar gross receipts or revenues of any nature resulting from the parking of motor vehicles or other related activities arising from the lease, use, possession and operation of any Improvements. Amounts received pursuant to the APCOA Guaranty on account of Garage

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Guaranteed Payments (as defined in the Lease) shall be treated as Garage Gross Receipts and shall be deposited into the Garage Gross Receipts Fund.

“Garage Gross Receipts Fund” means the Garage Gross Receipts Fund created by Section 5.01 of this Indenture.

“Garage Major Maintenance and Capital Improvement Fund” means the Garage Major Maintenance and Capital Improvement Fund created by Section 5.01 of this Indenture.

“Garage Operating Expenses” means Garage Operating Expenses as defined in the Lease, together with any similar operating expenses paid in the ordinary course of business in connection with the operation of any Improvements which are reasonable and directly attributed thereto.

“Garage Operating Expenses Budget” means Garage Operating Expenses Budget as defined in the Lease.

“Garage Surplus Fund” means the Garage Surplus Fund created by Section 5.01 of this Indenture.

“Garage Trustee Expenses” means all State-approved fees and expenses of the Trustee related to the Garage and any and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Trustee in enforcing its rights under the APCOA Guaranty.

“Government Obligations” means (a) direct and general obligations of, or obligations unconditionally guaranteed by, the United States of America, (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America for the timely payment thereof, (c) municipal obligations the payment of principal (either to the maturity thereof or an earlier stated redemption date), redemption price, if any and interest on which is irrevocably secured by obligations described in clauses (a) or (b) above which have been deposited in an escrow arrangement which is irrevocably pledged to the credit of such municipal obligations and which municipal obligations are rated at the time of acquisition or purchase in the highest rating category by Moody’s and S&P, or (d) securities or receipts evidencing ownership interests in obligations or specified portions (such as principal or interest) of obligations described in clauses (a), (b) or (c) above the full and timely payment of which securities receipts or portions of obligations is unconditionally guaranteed as a full faith and credit obligation of the United States.

“Guarantor Payments” means Guarantor Payments as defined in Section 5.09(b) hereof.

“Holder” or “Holder of a Bond” means the Person in whose name a Bond is registered on the Register.

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“Improvements” means (i) the Garage and any improvements, additions, replacements, alterations or extensions to the Garage and (ii) any other parking facilities at the Airport, including real estate and interests in real estate, buildings, structures, fixtures and facilities and additions thereto, and machinery, equipment, furnishings and other appurtenances and costs incidental thereto, which are financed in whole or in part by the Bonds or any Parity Obligations.

“Indenture” means this Trust Indenture, dated as of March 1, 2000, between the State and the Trustee, as the same may be modified, amended or supplemented from time to time in accordance with the terms hereof, including without limitation by the First Supplemental Indenture.

“Interest Account” means the Interest Account of the Debt Service Fund created by Section 5.01 of the Indenture.

“Interest Payment Date” or “Interest Payment Dates” means as to each series of Bonds, such date or dates designated as an Interest Payment Date in or pursuant to the applicable Supplemental Indenture for that series.

“Interim Obligation” means any revenue obligation with a maximum maturity of not more than five years incurred or assumed in anticipation of being refinanced or refunded by Bonds or Parity Obligations.

“Issuance Costs” means Issuance Costs as defined in the Lease.

“Lease” means the Construction, Financing and Operating Special Facility Lease Agreement, dated as of March 1, 2000, between the State and ABPC, as the same may be modified, amended or supplemented from time to time in accordance with the terms thereof. In the event that the State shall enter into a substitute lease or operating agreement in accordance with Section 8.04(c) hereof, as used herein “Lease” thereafter shall mean such substitute lease or operating agreement.

“Lease Year” means Lease Year as defined in the Lease.

“License Agreement” means the License Agreement, dated as of March 1, 2000, between APBC and APCOA, as the same may be modified, amended or supplemented from time to time in accordance with its terms.

“Long Term Obligation” means any revenue obligation maturing over more than five years.

“Mandatory Sinking Fund Requirements” means, as to any series of Bonds, the Mandatory Sinking Fund Requirements determined or designated in or pursuant to the applicable or Supplemental Indenture.

“Moody’s” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating

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agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the State, by notice to ABPC and the Trustee.

“Notice Address” means:

as to the State:	Office of the Treasurer
	55 Elm Street
	Hartford, CT 06106 Attn: Treasurer
	and to:
	Department of Transportation
	2800 Berlin Turnpike
	P.O. Box 317546
	Newington, CT 06131-7546
	Attn: Commissioner of Transportation
as to the Depository:	The Depository Trust Company
	Call Notification Department Muni Reorganization Manager 711 Stewart Avenue
	Garden City, New York 11530
as to the Trustee:	First Union National Bank
	10 State House Square
	Hartford, CT 06103-3698
	Attn: Corporate Trust Administration

“Ordinary Services” or “Ordinary Expenses” means those services normally rendered, and those reasonable and necessary out-of-pocket expenses (including counsel’s fees) normally incurred, by a trustee, registrar, authenticating agent, or paying agent, as applicable, under instruments similar to this Indenture.

“Outstanding Bonds”, “Bonds outstanding” or “outstanding” as applied to Bonds, means, as of the applicable date all Bonds that have been authenticated and delivered, or are being delivered, by the Trustee, under this Indenture except in each case:

(a) Bonds canceled upon surrender, exchange or transfer, or canceled because of payment or redemption on or prior to that date;

(b) Bonds, or the portion thereof, for the payment, redemption or purchase for cancellation of which sufficient moneys shall have been deposited and credited with the Trustee or any Paying Agents on or prior to that date for that purpose (whether upon or prior to the maturity or redemption date of those Bonds); provided

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that if any of those Bonds are to be redeemed prior to their maturity, notice of that redemption shall have been given or arrangements satisfactory to the Trustee shall have been made for giving notice of that redemption, or waiver by the affected Holders of that notice satisfactory in form to the Trustee shall have been filed with the Trustee;

(c) Bonds, or the portion thereof, which are deemed to have been paid and discharged pursuant to the provisions of this Indenture; and

(d) Bonds in lieu of which others have been authenticated under Section 3.07 of this Indenture.

For purposes of determining whether the Holders of the requisite principal amount of Bonds Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Bonds beneficially owned by ABPC or APCOA or any affiliate of either, or by the State, shall be disregarded and deemed not to be Outstanding (unless such entity or entities own in the aggregate 100% of all Bonds then outstanding), except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Trustee knows to be so owned shall be so disregarded. Bonds which have been pledged in good faith to a Person may be regarded as Outstanding for such purposes if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with respect to such Bonds and that the pledgee is not the State, ABPC or APCOA or any affiliate of ABPC or APCOA.

“Outstanding Parity Obligation,” “Parity Obligation Outstanding” or “outstanding” as applied to a Parity Obligation means, as of the applicable date, all Parity Obligations which have been incurred except:

(a) Parity Obligations canceled upon surrender, exchange or transfer, or canceled because of payment or redemption on or prior to that date;

(b) Parity Obligations, or the portion thereof, for the payment, redemption or purchase for cancellation of which sufficient money has been deposited and credited with the holders of that Parity Obligation or with the trustee or any paying agents for that Parity Obligation on or prior to that date for that purpose (whether upon or prior to the maturity or redemption date of that Parity Obligation); provided that if any of that Parity Obligation is to be redeemed prior to maturity, notice of that redemption shall have been given or arrangements satisfactory to the holders or the trustee for that Parity Obligation shall have been made for giving notice of that redemption, or waiver by the affected holders of that notice satisfactory in form to the holders or the trustee shall have been filed with the Trustee;

(c) Parity Obligations, or the portion thereof, which are deemed to have been paid and discharged or caused to have been paid and discharged pursuant to the provisions of the instruments authorizing the issuance of that Parity Obligation; and

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(d) Parity Obligation in lieu of which another instrument evidencing the same obligation has been authenticated under the instruments authorizing the issuance of that Parity Obligation.

“Parity Bonds” means Bonds issued under this Indenture and a Supplemental Indenture secured on a parity with the Series 2000 Bonds with respect to the Assigned Lease Rights, the Pledged Revenues, the Pledged Funds (except for any separate accounts in the Debt Service Reserve Fund securing only a particular series of Bonds) and the APCOA Guaranty. “Parity Bonds” shall include the Series 2000 Bonds.

“Parity Obligations” means obligations issued or incurred by the State that are secured by a pledge of the Pledged Revenues on a parity with the pledge given to Parity Bonds under this Indenture, subject to compliance with Article XII of this Indenture.

“Paying Agent” means the Trustee and any bank or trust company designated as a Paying Agent by or in accordance with Section 6.12 of this Indenture.

“Permitted Encumbrances” means to the extent permitted by law:

(a) liens or encumbrances upon, or title defects relating to, rights-of-way if (i) the State has, in the opinion of counsel satisfactory to the Trustee (who may be counsel for the State), power under eminent domain or similar statutes to eliminate those liens, encumbrances or defects or power to condemn or acquire easements or rights-of-way sufficient for the State’s purposes over the land covered by the rights-of-way in question or other lands adjacent thereto and can do so, in the opinion of an Authorized Officer satisfactory to the Trustee, at a cost not in excess of funds then available to the State for that purpose, or (ii) if, in the opinion of a Consultant the Garage or other affected Improvements can be relocated so as not to affect the land so covered thereby and at a cost not in excess of funds then available to the State for that purpose;

(b) mechanic’s, laborer’s, materialman’ s, supplier’s or vendor’s liens, if any such lien is being contested by the State in good faith;

(c) the lien of taxes, assessments and other governmental charges if proceedings for the foreclosure thereof or for the forfeiture of the underlying fee title would not, in the opinion of counsel satisfactory to the Trustee (who may be counsel for the State), operate to extinguish those rights-of-way or if, in the opinion of an Authorized Officer satisfactory to the Trustee, that lien can be discharged, if necessary, by the State at a cost not in excess of funds then available to the State for that purpose;

(d) a lien for specified taxes or assessments not then delinquent or if delinquent, being contested by the State in good faith;

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(e) restrictions and rights as to use, and easements for streets, alleys, highways, rights-of-way, railroad and utility purposes over which, in the opinion of a Consultant, will not materially interfere with the use and operation of the Garage or other affected Improvements;

(f) the lien of this Indenture and the Lease and of the Bradley Airport Parity Bond Indenture;

(g) liens, encumbrances or title defects which, in the opinion of counsel satisfactory to the Trustee (who may be counsel for the State and which opinion may be based on certificates of engineers or appraisers satisfactory to the Trustee), either (i) have been or can be adequately guarded against by bond or contract of indemnity, guarantee or insurance and, if not yet obtained, such bond, contract of indemnity, guarantee or insurance can be obtained at a cost not in excess of funds then available to the State for that purpose, or (ii) can be cured by condemnation proceedings at a cost not in excess of funds then available to the State for that purpose;

(h) liens, encumbrances or security interests imposed by the State with respect to the Garage, any other Improvements, the Assigned Lease Rights, the Pledged Revenues, the Pledged Funds or the APCOA Guaranty that by the terms of the instruments creating or evidencing them are declared to be subject and subordinate to the liens and security interests granted in this Indenture and any Supplemental Indenture, including, without limitation, subordinated debt;

(i) contracts, leases or other agreements or contracts for the lease or use of any portion of the Garage or other affected Improvements; and

(j) the lien of all assessments, levies and taxes of any kind and nature relating to the whole or any part of the Garage or other affected Improvements or any interest therein the payment of which is contractually arranged by the State for another Person to pay.

“Permitted Investments” means to the extent permitted by law:

(a) such obligations, securities and investments as are set forth in subsection (f) of C.G.S. Section 3-20, as the same may be amended from time to time;

(b) participation certificates in the short-term investment fund created and existing under C.G.S Section 3-27a, as amended by Section 14 of the Public Act No. 84-254, or any successor provision.

“Person” or words importing persons means firms, associations, partnerships, joint ventures, societies, estates, trusts, corporations, public or governmental bodies, other legal entities and natural persons.

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“Pledged Funds” means, collectively, (a) with respect to any series of Parity Bonds, the Garage Gross Receipts Fund, the Construction Fund, the Debt Service Fund and the Garage Surplus Fund; and (b) with respect to a series of Parity Bonds for which provision has been made in the Supplemental Indenture for the funding of an account in the Debt Service Reserve Fund to secure that series of Parity Bonds, “Pledged Funds” means those funds described in clause (a) and that series account in the Debt Service Reserve Fund. “Pledged Funds” shall not include the Rebate Fund, the Garage Major Maintenance and Capital Improvement Fund, the State Payment Fund or any funds or accounts created under the Custody Agreement.

“Pledged Revenues” means the Garage Gross Receipts and the proceeds of the investment of amounts on deposit in the Pledged Funds.

“Predecessor Bond” of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by the particular Bond. For the purposes of this definition, any Bond authenticated and delivered under Section 3.07 of this Indenture in lieu of a lost, stolen or destroyed Bond shall be deemed to evidence, except as otherwise provided in Section 3.07 of this Indenture, the same debt as the lost, stolen or destroyed Bond.

“Principal Account” means the Principal Account of the Debt Service Fund created by Section 5.01 of this Indenture.

“Project Account” means the Project Account of the Construction Fund created by Section 5.01 of this Indenture.

“Purchase Agreement” means, as to any series of Bonds, the bond purchase agreement between the State and the purchaser of such series of Bonds.

“Rating Service” means each rating agency assigning a rating to the Bonds or if such rating agency shall be dissolved or no longer assigning credit ratings to long term debt, then any other nationally recognized entity designated by the State assigning credit ratings to long term debt.

“Rebate Fund” means the Rebate Fund created by Section 5.01 of this Indenture.

“Register” means the books kept and maintained by the Registrar for registration and transfer of Bonds pursuant to Section 3.06 of this Indenture.

“Registrar” means the Trustee, until a successor Registrar shall have become such pursuant to applicable provisions of this Indenture. Any Registrar designated under this Indenture shall be a transfer agent registered in accordance with Section 17A(c) of the Securities Exchange Act of 1934, as amended.

“Regular Record Date” means, as to each series of Bonds, each of the dates designated as a Regular Record Date in the applicable Supplemental Indenture.

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“Reserve Fund Facility” means a surety bond, insurance policy or letter of credit constituting all or part of the Debt Service Reserve Requirement for a series of Bonds authorized to be delivered to the Trustee pursuant to Section 5.05(c) of this Indenture.

“S&P” means Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and their assigns, and, if such corporation shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the State by notice to the Trustee and ABPC.

“Security Agreements” means collectively (i) the APCOA Security Agreement and Assignment, (ii) the ABPC Security Agreement and Assignment and (iii) the BAP Security Agreement.

“Series 2000 Bonds” means the Series 2000 A Bonds together with the Series 2000 B Taxable Bonds.

“Series 2000 A Bonds” means the $47,665,000 State of Connecticut Bradley International Airport Special Obligation Parking Revenue Bonds, Series 2000 A, dated as of March 15, 2000 and issued for the purpose of financing the costs of the acquisition and construction of the Garage, including the payment of Issuance Costs.

“Series 2000 B Taxable Bonds” means the $6,135,000 State of Connecticut Bradley International Airport Special Obligation Parking Revenue Bonds, Taxable Series 2000 B, dated as of April 1, 2000 and issued for the purpose of financing certain costs relating to the Garage.

“Special Record Date” means, with respect to any Bond, the date established by the Trustee in connection with the payment of overdue interest on that Bond pursuant to Section 3.05 of this Indenture.

“State” means the State of Connecticut.

“State Bond Commission” means the State Bond Commission of the State.

“State Minimum Guarantee” means the amount required to be paid to the State in each Lease Year under the Lease, including amounts paid to the State from the State Payment Fund.

“State Payment Fund” means the State Payment Fund created by Section 5.01 of this Indenture.

“Subordinate Bonds” means any Bonds issued under this Indenture and a Supplemental Indenture secured on a subordinate basis with respect to the Assigned Lease Rights, the Pledged Revenues, the Pledged Funds and the APCOA Guaranty. Subordinate Bonds shall be issued only in accordance with the requirements of Section 2.05 hereof.

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“Substantial Completion” means, as to the Garage, Substantial Completion as defined in Section 4(d) of the Lease and, as to any other Improvements, means Substantial Completion as defined in any supplement or amendment to the Lease entered into in connection with such Improvements.

“Supplemental Indenture” means any indenture supplemental to this Indenture as may from time to time be executed in accordance with Article X of this Indenture, including the First Supplemental Indenture.

“Surface Parking” means the surface parking lots at the Airport leased to ABPC pursuant to the Lease, as set forth in Exhibit G to the Lease, as the same may be modified from time to time in accordance with the Lease.

“Tax-Exempt Obligation” means any obligation or issue of obligations (including bonds, notes and lease obligations treated for federal income tax purposes as evidences of indebtedness) the interest on which is excluded from gross income for federal income tax purposes within the meaning of Section 150 of the Code, and includes any obligation or any investment treated as a “tax-exempt bond” for the applicable purpose of Section 148 of the Code.

“Treasurer” means the Treasurer of the State or, in the absence of the Treasurer, the Deputy Treasurer.

“Trustee” means First Union National Bank, a national banking association organized and existing under the laws of the United States, duly authorized to exercise corporate trust powers in the State of Connecticut, having a place of business in Hartford, Connecticut, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean the successor Trustee.

“Variable Rate Obligation” means any Bonds or Parity Obligations that are not Fixed Rate Obligations.

Section 1.02. Interpretation. Any reference herein to the State or to any officer or employee thereof includes entities or officials succeeding to their respective functions, duties or responsibilities pursuant to or by operation of law or lawfully performing their functions.

Any reference to a section or provision of the Constitution of the State or to a section, provision, chapter or title of the Connecticut General Statutes, or to any statute of the United States of America, includes that section, provision, chapter, title or statute as amended, modified, revised, supplemented or superseded from time to time; provided that no amendment, modification, revision, supplement or superseding section, provision, chapter, title or statute shall be applicable solely by reason of this provision, if it constitutes in any way an impairment of the rights or obligations of the State, the Holders, the Trustee or the Registrar under this Indenture, the Bonds or any other instrument or document entered into in connection with any of the foregoing, including without limitation, any alteration of the obligation to pay Debt Service in the amount and manner, at the times, and from the sources provided in this Indenture, except as permitted herein.

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Unless the context indicates otherwise, words importing the singular number include the plural number, and vice versa; the terms “hereof”, “hereby”, “herein”, “hereto”, “hereunder” and similar terms refer to this Indenture; and the term “hereafter” means after, and the term “heretofore” means before, the date of this Indenture. Words of any gender include the correlative words of the other genders, unless the sense indicates otherwise.

Section 1.03. Captions and Headings. The captions and headings in this Indenture are solely for convenience of reference and in no way define, limit or describe the scope or intent of any Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof.

(End of Article I)

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ARTICLE II

AUTHORIZATION, TERMS AND DELIVERY OF BONDS

Section 2.01. Authorized Amount of Bonds. The State may issue, sell and deliver one or more series of Bonds under this Indenture and a Supplemental Indenture for the purposes, upon satisfaction of the conditions, and in the manner provided herein. Anything in this Indenture to the contrary notwithstanding, the aggregate principal amount of Bonds that may be executed, authenticated and delivered pursuant to this Indenture may be limited or additional conditions to their issuance may be imposed, or a combination of both, at any time at the election of the State pursuant to a Supplemental Indenture specifying that limitation or those additional conditions; provided, however, that no such Supplemental Indenture shall increase the duties or obligations of the Trustee without its consent.

Bonds of any series issued under this Indenture shall be on a parity with Bonds of every other series theretofore or thereafter issued under this Indenture with respect to the security described and as provided herein (except as provided in Section 2.05 hereof with respect to Subordinate Bonds) to provide for payment of Debt Service on the Bonds; provided, however, that nothing herein shall prevent payment of Debt Service on any series of Bonds from (i) being otherwise secured and payable from sources or by property or instruments not applicable to another series of Bonds or (ii) not being secured or protected from sources or by property or instruments applicable to another series of Bonds.

Section 2.02. Delivery of Series 2000 Bonds. Before the Trustee shall authenticate and release the Series 2000 Bonds pursuant to this Indenture, the Trustee shall have received the following:

(a)A certified copy of the resolution of the State Bond Commission authorizing the issuance of the Series 2000 Bonds;

(b)A fully executed counterpart of this Indenture, the First Supplemental Indenture and the Custody Agreement;

(c)A request and authorization to the Trustee on behalf of the State, and signed by an Authorized Officer, to authenticate and deliver the Series 2000 Bonds to, or on the order of, the purchasers thereof upon payment to the Trustee on behalf of the State (including the amount specified therein to be deposited into the Series 2000 Accounts of the Debt Service Reserve Fund) of the amounts specified therein (including without limitation, any accrued interest), which amounts shall be applied as provided in the First Supplemental Indenture;

(d)Fully executed counterparts of the Lease, the APCOA Guaranty and the Security Agreements, together with certified copies of the corporate and/or partnership authorizations for the execution and delivery of those documents;

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(e)The written opinion or opinions of counsel to ABPC, APCOA and BAP, reasonably satisfactory to the Trustee, to the effect that the agreements entered into by ABPC, APCOA and BAP have been duly authorized, executed and delivered and are the legal, valid and binding obligations of ABPC, APCOA and BAP, enforceable in accordance with their respective terms;

(f)Evidence of satisfaction of the requirements of the Bradley Airport Parity Bond Indenture applicable to the issuance of the Series 2000 Bonds; and

(g)Such additional certificates or opinions as may be required by the First Supplemental Indenture or Purchase Agreements pertaining to the Series 2000 Bonds.

When (i) the documents listed above have been received by the Trustee, and (ii) the Series 2000 Bonds have been signed and authenticated, the Trustee shall release the Series 2000 Bonds to or on the order of the purchasers thereof, but only upon payment to the Trustee of the amount set forth in the request and authorization to which reference is made in paragraph (c) above.

Section 2.03. Conditions for Issuance of Additional Series of Bonds. The State shall have the right from time to time to issue additional series of Bonds (in addition to the Series 2000 Bonds) under this Indenture and a Supplemental Indenture for the purposes only of (i) providing funds for the making of Improvements to or of any part of the Garage or other parking facilities at the Airport, (ii) providing additional funds, if necessary, to complete the Garage or any Improvement for which Bonds have been issued, (iii) refunding or advance refunding for any lawful purpose any Outstanding Bonds or Bradley Airport Parity Bonds, or any portion thereof, issued for parking purposes, or (iv) any combination of (i), (ii) or (iii). Each series of Bonds shall be on a parity with each other series of Bonds theretofore or thereafter issued as to the security of this Indenture including the security described in Section 3.04 hereof (except as to any provision made under Section 3.10 or 4.04 hereof, and except as provided in Section 5.01 hereof with respect to accounts in the Debt Service Reserve Fund or in Section 2.05 hereof with respect to Subordinate Bonds) to provide for payment of Debt Service on the Bonds; provided that, when any series of Parity Bonds is issued, the State shall have furnished to the Trustee the following:

(a)If issued to finance Improvements to the Garage or other parking facilities at the Airport, including the completion of the Garage or any Improvement, or for refunding any outstanding Bonds or Bradley Airport Parity Bonds of the State issued for parking facilities purposes, a certificate of an Authorized Officer of the State to the effect that the Garage Coverage Ratio for the most recent Lease Year for which audited financial statements have been prepared is not less than 1.35, calculated using maximum Annual Debt Service Requirements on all Bonds to be outstanding under this Indenture immediately after the issuance of the proposed series of Bonds and assuming that the rate schedule for parking at the Garage in effect at the time such calculation is made had been in effect for the entire period of such prior Lease Year; provided that, notwithstanding the foregoing, Bonds may be issued without the necessity of that certification by the Authorized Officer (A) to provide for the completion of the Garage or any Improvements for which a series of

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Bonds have been issued in an amount not to exceed 10% of the total cost of the Garage or such Improvements, as applicable, or (B) to refund Bonds where the refunding results in net present value savings with respect to the principal and interest requirements for the Bonds; and

(b)In the case of Bonds to be issued for the purpose of refunding any outstanding Bonds or Bradley Airport Parity Bonds issued for parking purposes, evidence satisfactory to the Trustee that (i) provision has been made to assure that moneys sufficient to retire the Bonds or Bradley Airport Parity Bonds to be refunded will be available in the possession of the Trustee in accordance with this Indenture or with the trustee under the Bradley Airport Parity Bond Indenture, as applicable, at the time provided for retirement thereof under the plan for refunding and are committed to that purpose, and (ii) if the Bonds are to be issued for the purpose of refunding any outstanding Bonds and the outstanding Bonds will not be deemed at the time of issuance of the refunding Bonds to have been paid and discharged hereunder, money sufficient to pay interest accrued and to accrue and any principal payable on such Bonds prior to the retirement of the Bonds to be refunded has been deposited in the Debt Service Fund without impairment of any provision or covenant of this Indenture or Supplemental Indenture authorizing the issuance of the refunding Bonds, and from appropriate sources other than the Garage Gross Receipts Fund and the Debt Service Reserve Fund except to the extent of any money in those funds in excess of the balances required to be maintained therein, the transfer of which excess money for such purpose is hereby authorized, or will be deposited directly in the Debt Service Fund from appropriate portions of the proceeds from the sale of such Bonds pursuant to the related Supplemental Indenture.

In making the calculation for purposes of the certificate of the Authorized Officer for which provision is made in paragraph (a) above, in the case of the issuance of Bonds for the purpose of refunding any outstanding Bonds, payments into the Debt Service Fund on account of principal (including mandatory sinking fund redemption) and interest requirements of the refunding Bonds shall be used in lieu of such payments on account of principal (including mandatory sinking fund) and interest requirements of the Bonds being refunded thereby.

Section 2.04. Delivery of Additional Series of Bonds. Before the Trustee shall authenticate and release any additional series of Bonds pursuant to this Indenture, the Trustee shall have received the following:

(a)  A certified copy of the resolution of the State Bond Commission authorizing the issuance of those Bonds;

(b)  A fully executed counterpart of the Supplemental Indenture pertaining to those Bonds;

(c)  A request and authorization to the Trustee on behalf of the State, and signed by an Authorized Officer, to authenticate and deliver those Bonds to, or on the order of, the purchasers thereof upon payment to the Trustee on behalf of the State (including any amount specified therein to be deposited into the applicable account of the Debt Service

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Reserve Fund) of the amount specified therein (including without limitation, any accrued interest), which amount shall be applied as provided in the applicable Supplemental Indenture;

(d)  A certificate of the Treasurer and/or an Authorized Officer of the Department of Transportation stating;

  (1)  if those Bonds are to be issued for that purpose, a brief and general description of any Improvements proposed to be acquired or constructed with the proceeds of those Bonds; and

  (2)  to the best of their knowledge, the State is not on the date of issuance of those Bonds, and by issuance of those Bonds will not be, in default in the performance of any of its covenants, agreements or obligations provided for in the Bonds, the Lease, this Indenture or any Supplemental Indenture;

(e)  The certificates and evidence required by Section 2.03 hereof;

(f)  Fully executed counterparts of supplements to the Lease, the APCOA Guaranty and the Security Agreements, together with certified copies of the corporate or partnership authorizations for the execution and delivery of those supplements, and a certificate from an authorized representative of each of ABPC, APCOA and BAP to the effect that the Lease, the APCOA Guaranty and the Security Agreements remain in full force and effect and that on the date of issuance of those Bonds, each of ABPC, APCOA and BAP is not, and after giving effect to the issuance of those Bonds will not be, in default of their respective obligations under the Lease, the APCOA Guaranty and the Security Agreements, and that such Bonds are secured by the Lease, the APCOA Guaranty and the Security Agreements on a pari passu basis with all other Bonds (except as otherwise provided herein in connection with the issuance of Subordinate Bonds);

(g)  The written opinion or opinions of counsel to ABPC, APCOA and BAP, reasonably satisfactory to the Trustee, to the effect that the respective supplemental agreements entered into by ABPC, APCOA and BAP have been duly authorized, executed and delivered and are the legal, valid and binding obligations of ABPC, APCOA and BAP, enforceable in accordance with their respective terms;

(h)  Such additional certificates or opinions as may be required by the Supplemental Indenture or Purchase Agreement pertaining to those Bonds;

(i)  Evidence of satisfaction of the requirements of the Bradley Airport Parity Bond Indenture applicable to the issuance of those Bonds;

(j)  The written opinion of counsel, who may be counsel to the State and who may be the counsel to whom reference is made in subparagraph (k) of this Section, which counsel is reasonably satisfactory to the Trustee, to the effect that:

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(1)  the instruments and documents submitted by the State to the Trustee in connection with the request then being made comply with the requirements of this Indenture;

(2)  the issuance of the Bonds has been duly authorized;

(3)  all filings required to be made under this Indenture have been made; and

(4)  all conditions precedent to the delivery of the Bonds have been fulfilled; and

(k) A written opinion of nationally-recognized bond counsel, who may be the counsel to whom reference is made in subparagraph (j) of this Section, to the effect that:

(1)  when executed for and in the name and on behalf of the State and when authenticated and released by the Trustee, those Bonds

(A)  will be legal, valid and binding special obligations of the State, enforceable in accordance with their terms, subject to reasonable exceptions for bankruptcy, insolvency and similar laws and the application of equitable principles, and

(B)  will be secured hereunder equally and on a parity with all other outstanding Bonds as to the security of this Indenture (to the extent provided hereby and in the applicable Supplemental Indenture), including the pledge of the Pledged Revenues hereunder, to provide for payment of Debt Service on the Bonds, except as otherwise provided herein in connection with Subordinate Bonds; and

(2)  the issuance of the Bonds will not cause the interest on the outstanding Bonds to become includable in the gross income of the Holders for federal income tax purposes (to the extent those Bonds were issued on the basis that the interest thereon was excluded from gross income of the Holders for federal income tax purposes).

When (i) the documents listed above have been received by the Trustee, and (ii) the Bonds have been signed and authenticated, the Trustee shall release the Bonds to or on the order of the purchasers thereof, but only upon payment to the Trustee of the amount set forth in the request and authorization to which reference is made in paragraph (c) above.

Section 2.05. Issuance of Subordinate Bonds. Notwithstanding anything in this Indenture to the contrary, the State shall have the right to issue Subordinate Bonds for any of the purposes set forth in Section 2.03(i)-(iv) hereof that are secured on a subordinated basis by the Assigned Lease Rights, the Pledged Revenues, the Pledged Funds and the APCOA Guaranty, to the extent provided in a Supplemental Indenture; provided that Debt Service on the Subordinate Bonds

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shall be payable only from amounts deposited into and available in the Garage Surplus Fund and provided further that the State shall have furnished to the Trustee the following:

(a)  the items required by Section 2.03 hereof, provided that for purposes of the calculation required by Section 2.03(a) the Garage Coverage Ratio shall be not less than 1.10;

(b)  the items required by Section 2.04 hereof; and

(c)  evidence that the Bond Insurer shall have consented to the issuance of such Subordinate Bonds, including the provisions contained in the related Supplemental Indenture with respect to the security for the Subordinate Bonds.

Section 2.06. Issuance of Other Obligations. Subject to compliance with Section 8.04(b) hereof, nothing in this Indenture shall require the State to finance the costs of Improvements to parking facilities at the Airport by the issuance of Bonds under this Indenture.

(End of Article II)

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ARTICLE III

TERMS OF BONDS GENERALLY

Section 3.01. Form of Bonds. The Bonds, the certificate of authentication and the form of assignment shall be substantially in the form thereof set forth in the related Supplemental Indenture for that series of Bonds with such insertions, deletions and variations as may be authorized or permitted by the Supplemental Indenture.

All Bonds shall be in fully registered form, and, except as provided in Section 3.05 hereof, the Holder of a Bond shall be regarded as the absolute owner thereof for all purposes of this Indenture.

The Bonds of one series shall bear any designations that may be necessary or advisable to distinguish them from Bonds of any other series. The Bonds shall be negotiable instruments and shall express the purpose for which they are issued and any other statements or legends that may be required by law.

Section 3.02. Variable Terms. Subject to the provisions of this Indenture, each series of Bonds shall be dated, shall mature in the years and the amounts, shall bear interest at the rate or rates per year, shall be payable on the dates, shall have the Registrar, Paying Agents and Authenticating Agents, shall be of the denominations, shall be subject to redemption on the terms and conditions and shall have any other terms that are set forth or provided for in this Indenture and the applicable Supplemental Indenture relating to that issue of Bonds.

Section 3.03. Execution and Authentication of Bonds. Unless otherwise provided in the applicable Supplemental Indenture, each Bond shall be signed in the name of the State by the Governor, the Treasurer and the Comptroller of the State (provided that any of those signatures may be facsimiles) and shall bear the seal of the State or a facsimile thereof. In case any officer whose signature or a facsimile of whose signature shall appear on any Bond shall cease to be that officer before the issuance of the Bond, his or her signature or the facsimile thereof nevertheless shall be valid and sufficient for all purposes, the same as if he or she had remained in office until that time. Any Bond may be signed on behalf of the State by an officer who, on the date of signing is the proper officer, although on the date of the Bond that person was not the proper officer.

No Bond shall be valid or become obligatory for any purpose or shall be entitled to any security or benefit under this Indenture unless and until a certificate of authentication shall have been manually signed by the Trustee or by any Authenticating Agent for that series on behalf of the Trustee. The authentication by the Trustee or by an Authenticating Agent upon any Bond shall be conclusive evidence that the Bond so authenticated has been duly authenticated and delivered hereunder and is entitled to the security and benefit of this Indenture. The certificate of authentication may be signed by any person authorized by the Trustee or Authenticating Agent, but it shall not be necessary that the same authorized person sign the certificates of authentication on all of the Bonds of a series.

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Section 3.04. Security for the Bonds. Bonds issued under this Indenture shall be special obligations of the State payable from, and secured by, the sources described herein. Debt Service on all Bonds shall be equally and ratably payable from, and secured by a pledge of and lien on, the Assigned Lease Rights, the APCOA Guaranty (as to APCOA’s obligation thereunder to make Guarantor Payments), the Pledged Revenues and the Pledged Funds as provided in this Indenture, except as otherwise provided with respect to the separate accounts of the Debt Service Reserve Fund, and except as otherwise provided herein in connection with Subordinate Bonds. However, any pledge or assignment of or lien on any fund, account, receivables, revenues, money or other intangible property not in the custody of the Trustee shall be valid and enforceable only to the extent permitted by law. The State covenants that it will promptly pay from such sources the Debt Service on every Bond issued under the provisions of this Indenture at the places, on the dates and in the manner provided herein and in said Bonds, according to the true intent and meaning thereof.

Nothing herein shall prevent payment of Debt Service on one series of Bonds from being otherwise secured and protected from sources or by property and instruments not applicable to another series of Bonds.

Bonds issued pursuant to this Indenture shall be special obligations of the State and shall not be payable from nor charged upon any funds other than the Pledged Revenues or other receipts, funds or moneys pledged therefor pursuant to this Indenture, nor shall the State or any political subdivision thereof be subject to any liability thereon except to the extent of such Pledged Revenues or the receipts, funds and moneys pledged hereby. The issuance of Bonds pursuant hereto shall not directly or contingently obligate the State or any political subdivision thereof to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment. The Bonds shall not be secured by the Gross Operating Revenues (as defined in the Bradley Airport Parity Bond Indenture) of the Airport and shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the State or of any political subdivision thereof, except the property mortgaged or otherwise encumbered under the provisions of this Indenture. The substance of such limitation shall be plainly stated on the face of each Bond. Bonds issued pursuant to this Indenture shall not be subject to any statutory limitation on the indebtedness of the State, except as provided in the Act, and such Bonds, when issued, shall not be included in computing the aggregate indebtedness of the State in respect to and to the extent of any such limitation.

In consideration of the purchase and acceptance of the Bonds by those who hold the same from time to time, the provisions of this Indenture will be a part of the contract of the State with the holders of all Bonds issued under this Indenture and will be deemed to be and will constitute the contract among the State, the Trustee, and the holders from time to time of all such Bonds, and such provisions are covenants and agreements of the State with such holders which the State determines to be necessary and desirable for the security and payment thereof. The provisions, covenants and agreements of this Indenture set forth to be performed on behalf of the State will be for the equal benefit, protection and security of the holders of any and all of the Bonds issued under this Indenture, all of which, regardless of the time or times of their issue or maturity, will be of equal rank without preference, priority or distinction of any of the Bonds over any other therefor except as expressly provided in this Indenture.

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Section 3.05. Payment and Ownership of Bonds. Debt Service shall be payable when due in lawful money of the United States of America without deduction for the services of the Trustee or any Paying Agent, except as otherwise provided pursuant to an agreement under Section 3.09 hereof:

(a) on any Bond in a book entry system registered in the name of a Depository or its nominee, in federal funds (i) in the case of principal of and any premium on any Bond, delivered or transmitted to the Depository or its authorized representative on or prior to the date when due, upon presentation and surrender of such Bond at the principal corporate trust office of the Trustee or at the office, designated by the Trustee, of any Paying Agent, and (ii) is the case of interest on any Bond, delivered or transmitted on or prior to any Interest Payment Date to the Depository or nominee that was the Holder of that Bond (or one or more Predecessor Bonds) at the close of business on the Regular Record Date applicable to that Interest Payment Date; and

(b) on any other Bond, (i) in the case of principal of and any premium on any Bond when due, upon presentation and surrender of such Bond at the principal corporate trust office of the Trustee or at the office, designated by the Trustee, of any Paying Agent and (ii) in the case of interest on any Bond, on each Interest Payment Date by check or draft which the Trustee shall cause to be mailed on that date to the Holder of the Bond (or one or more Predecessor Bonds) at the close of business on the Regular Record Date applicable to that Interest Payment Date at the Holder’s address as it appears on the Register.

If and to the extent, however, that the State shall fail to make payment or provision for payment of interest on any Bond on any Interest Payment Date, that interest shall cease to be payable to the person who was the Holder of that Bond (or of one or more Predecessor Bonds) as of the applicable Regular Record Date. When money becomes available for payment of the interest, (i) the Trustee shall establish, pursuant to Section 7.06(b) hereof, a Special Record Date for the payment of that interest, which Special Record Date shall be not more than 15 nor fewer than 10 days prior to the date of the proposed payment, and (ii) the Trustee shall cause notice of the proposed payment and of the Special Record Date to be mailed by first class mail, postage prepaid, to each Holder at its address as it appears on the Register not fewer than 10 days prior to the Special Record Date and, thereafter, the interest shall be payable to the persons who are the Holders of the Bonds (or their respective Predecessor Bonds) at the close of business on the Special Record Date.

Subject to the foregoing, each Bond delivered under this Indenture, upon transfer thereof or in exchange for or in replacement of any other Bond, shall carry the rights to interest accrued and unpaid, and to accrue on that Bond, or which were carried by that Bond.

Except as provided in this Section 3.05 and in the first paragraph of Section 3.07 hereof, (i) the Holder of any Bond shall be deemed and regarded as the absolute owner thereof for all purposes of this Indenture, (ii) payment of or on account of the Debt Service on any Bond shall be made only to or upon the order of that Holder or its duly authorized attorney in the manner permitted in this Indenture, and (iii) neither the State, the Trustee, the Registrar nor any Paying Agent or Authenticating Agent shall be affected, to the extent permitted by law, by notice to the contrary. All of those payments shall be valid and effective to satisfy and discharge the liability

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upon that Bond, including without limitation, the interest thereon, to the extent of the amount or amounts so paid.

Section 3.06. Transfer and Exchange of Bonds. So long as any of the Bonds remain outstanding, the State will cause books for the registration and transfer of Bonds, as provided in this Indenture, to be maintained and kept at the designated office of the Registrar.

Except as provided with respect to the Bonds in book entry form pursuant to this Indenture, and unless otherwise provided in the applicable Supplemental Indenture, Bonds may be exchanged, at the option of their Holder, for Bonds of the same series and of any Authorized Denomination or Denominations in an aggregate principal amount equal to the unmatured and unredeemed principal amount of, and bearing interest at the same rate and maturing on the same date or dates as, the Bonds being exchanged. The exchange shall be made upon presentation and surrender of the Bonds being exchanged at the designated office of the Registrar or at the designated office of any Authenticating Agent for that series of Bonds, together with a written request therefor duly signed by the Holder or its duly authorized attorney in any form that shall be satisfactory to the Registrar or the Authenticating Agent, as the case may be.

Except as provided with respect to the Bonds in book entry form pursuant to this Indenture, any Bond may be transferred upon the Register, upon presentation and surrender thereof at the designated office of the Registrar or the designated office of any Authenticating Agent for the series thereof, together with an assignment duly signed by the Holder or its duly authorized attorney in any form that shall be satisfactory to the Registrar or the Authenticating Agent, as the case may be. Upon transfer of any Bond and on request of the Registrar or the Authenticating Agent, the State shall execute, and the Registrar or the Authenticating Agent, as the case may be, shall authenticate and deliver, a new Bond or Bonds of the same series in the name of the transferee, of any Authorized Denomination or Denominations in an aggregate principal amount equal to the unmatured and unredeemed principal amount of, and bearing interest at the same rate and maturing on the same date or dates as, the Bonds presented and surrendered for transfer.

In all cases in which Bonds shall be exchanged or transferred hereunder, the State shall execute, and the Registrar or any Authenticating Agent, as the case may be, shall authenticate and deliver, Bonds in accordance with the provisions of this Indenture. The exchange or transfer shall be made without charge to the Holders; provided that the State and the Registrar or the Authenticating Agent, as the case may be, may make a charge for every exchange or transfer of Bonds that is sufficient in amount to reimburse them for any tax or excise required to be paid with respect to the exchange or transfer. Those charges shall be paid before a new Bond is delivered.

All Bonds issued upon any transfer or exchange of Bonds shall be the valid special obligations of the State, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Bonds surrendered upon transfer or exchange. Neither the State, the Registrar nor any Authenticating Agent, as the case may be, shall be required to make any exchange or transfer of a Bond during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Bonds and ending at the close of business on the day of the mailing or to transfer or exchange any Bonds selected for redemption, in whole or in part.

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In case any Bond is redeemed in part only, on or after the redemption date and upon presentation and surrender of the Bond, the State, subject to the provisions of Section 3.09 hereof, shall cause the execution of, and the Registrar or any Authenticating Agent for the series of that Bond shall authenticate and deliver, a new Bond or Bonds of the same series in Authorized Denominations in an aggregate principal amount equal to the unmatured and unredeemed portion of, and bearing interest at the same rate and maturing on the same date or dates as, the Bond redeemed in part, with or without a new CUSIP number, if required.

The designated office of the Registrar and Authenticating Agent for purposes of this Section shall be established by the Trustee.

Section 3.07. Mutilated, Lost, Wrongfully Taken or Destroyed Bonds. If any Bond is mutilated, lost, wrongfully taken or destroyed, in the absence of written notice to the State or the Registrar that a lost, wrongfully taken or destroyed Bond has been acquired by a bona fide purchaser, the State shall execute, and the Registrar shall authenticate and deliver, a new Bond of like date, maturity and denomination and of the same series as the Bond mutilated, lost, wrongfully taken or destroyed; provided that (i) in the case of any mutilated Bond, the mutilated Bond first shall be surrendered to the Registrar, and (ii) in the case of any lost, wrongfully taken or destroyed Bond, there first shall be furnished to the State, the Trustee and the Registrar evidence of the loss, wrongful taking or destruction satisfactory to the State, the Trustee and the Registrar, together with indemnity satisfactory to them.

If any lost, wrongfully taken or destroyed Bond shall have matured, instead of issuing a new Bond, the State may direct the Trustee to pay that Bond without surrender thereof upon the furnishing of satisfactory evidence and indemnity as in the case of issuance of a new Bond. The State, the Registrar and the Trustee may charge the Holder of a mutilated, lost, wrongfully taken or destroyed Bond their reasonable fees and expenses (including reasonable counsel fees) in connection with their actions pursuant to this Section.

Every new Bond issued pursuant to this Section by reason of any Bond being mutilated, lost, wrongfully taken or destroyed (i) shall constitute, to the extent of the outstanding principal amount of the Bond mutilated, lost, wrongfully taken or destroyed, a contractual obligation of the State, regardless of whether the mutilated, lost, wrongfully taken or destroyed Bond shall be enforceable at any time by anyone, and (ii) shall be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Bonds issued and outstanding hereunder, provided that nothing in this paragraph shall limit the authority and right of the State to exercise its rights under the indemnity furnished at the time of issuance of a new Bond or payment of a Bond without surrender.

All Bonds shall be held and owned on the express condition that the foregoing provisions of this Section are exclusive with respect to the replacement or payment of mutilated, lost, wrongfully taken or destroyed Bonds and, to the extent permitted by law, shall preclude any and all other rights and remedies with respect to the replacement or payment of negotiable instruments or other investment securities without their surrender, notwithstanding any law or statute to the contrary now existing or enacted hereafter.

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Section 3.08. Safekeeping and Cancellation of Bonds. Any Bond surrendered pursuant to this Article for the purpose of payment or retirement, or for exchange, replacement or transfer, shall be canceled upon presentation and surrender thereof to the Registrar, the Trustee or any Paying Agent or Authenticating Agent. Any Bond canceled by the Trustee or a Paying Agent or Authenticating Agent shall be transmitted promptly to the Registrar by the Trustee, the Paying Agent or the Authenticating Agent.

The State may deliver at any time to the Registrar for cancellation any Bonds previously authenticated and delivered hereunder, which the State may have acquired in any manner whatsoever. All Bonds so delivered shall be canceled promptly by the Registrar. Certification of the surrender and cancellation shall be made to the State and the Trustee by the Registrar at least twice each calendar year.

Unless otherwise directed in writing by the State, canceled Bonds shall be retained and stored by the Registrar for a period of two years after their cancellation. After that time or at any earlier time directed in writing by the State, the canceled Bonds may, at the written direction of the State, be either returned to the State or destroyed by the Registrar by shredding or cremation. Certificates of any destruction of canceled Bonds (describing the manner thereof) shall be provided by the Registrar to the State and the Trustee.

Section 3.09. Book-Entry Bonds. Anything herein to the contrary notwithstanding, Bonds may be authorized and issued in book entry form in accordance with the Supplemental Indenture authorizing such Bonds.

For all purposes of this Indenture the Holder of a Bond in book entry form shall be the Depository therefor and neither the State, the Registrar nor the Trustee shall have responsibility or any obligation to the beneficial owner of such Bond or to any direct or indirect participant in such Depository. Without limiting the generality of the foregoing, neither the State, the Registrar nor the Trustee shall have any responsibility or obligation to any such participant or to the beneficial owner of a Bond in book entry form with respect to (i) the accuracy of the records of the Depository or any participant with respect to any beneficial ownership interest in such Bond, (ii) the delivery to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any notice with respect to such Bond, including any notice of the redemption thereof, or (iii) the payment to any participant of the Depository, the beneficial owner of such Bond or any other person, other than the Depository, of any amount with respect to the principal or redemption price of, or interest on, such Bond. The State, the Registrar and the Trustee may treat the Depository therefor as the absolute owner of a Bond in book entry form for the purpose of (x) payment of the principal or redemption price of, and interest on such Bond, (y) giving notices of redemption and of other matters with respect to such Bond, (z) registering transfers with respect to such Bond, and for all other purposes whatsoever. All principal or redemption price of, as applicable, and interest on, such Bond shall be paid only to or upon the order of the Depository, and all such payments shall be valid and effective to fully satisfy and discharge the State’s obligations with respect to such principal or redemption price and interest, ABPC’s obligation under the Lease and APCOA’s obligation under the APCOA Guaranty, in each case with respect to payment of Debt Service on the Bonds, to the extent of the sum or sums so paid. No Person other than the

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Depository shall receive a Bond or other instrument evidencing the State’s obligation to make payments of the principal or redemption price thereof, and interest thereon.

Anything herein to the contrary notwithstanding, payment of the redemption price of Bonds in book entry form which are redeemed prior to maturity may be paid to the Depository by wire transfer. Such payment of the redemption price of Bonds in book entry form to the Depository may be made without surrender of Bonds to the Trustee; provided, however, payment of principal and interest at maturity of Bonds in book entry form requires surrender of such Bonds to the Trustee.

The State, in its sole discretion and without the consent of the Trustee, the beneficial owner of a Bond in book entry form or any other person, may terminate the services of the Depository with respect to Bonds in book entry form if the State determines that (i) the Depository is unable to discharge its responsibilities with respect to such Bonds or (ii) a continuation of the requirement that all of the Outstanding Bonds of like series issued in book-entry form be registered in the Register in the name of the Depository, is not in the best interest of the beneficial owners of such Bonds, and the State shall terminate the services of the Depository upon receipt by the State and the Trustee of written notice from the Depository that it has received written requests that such Depository be removed from its participants having beneficial interest, as shown in the records of the Depository, in an aggregate amount of not less than a majority in principal amount of the then Outstanding Bonds for which the Depository is serving as depository.

Upon the termination of the services of a Depository with respect to a Bond in book entry form, or upon the resignation of a Depository with respect to a Bond in book entry form, after which no substitute securities depository willing to undertake the functions of such Depository can be found which, in the opinion of the State, is able to undertake such functions upon reasonable and customary terms, such Bonds shall no longer be registered in the registration books kept by the Registrar in the name of a Depository, but shall be registered in the name or names Bondholders transferring or exchanging such Bonds shall designate, in accordance with provisions of Article III hereof.

Section 3.10. Nonpresentment of Bonds. In the event any Bond shall not be presented for payment when the principal of and any premium on the Bond becomes due in whole or in part, either at stated maturity, at the date fixed for redemption thereof, or otherwise, or in the event any check or draft for interest on any Bond is uncashed, if money sufficient to pay the principal and any premium then due on that Bond or such check or draft shall have been made available to the Trustee for the benefit of its Holder, then all liability of the State to that Holder for payment of the principal and any premium then due on the Bond or of the interest represented by such check or draft shall cease and be completely discharged. Thereupon, it shall be the duty of the Trustee to hold that money, without liability for interest thereon, in a separate account of the Trustee for the exclusive benefit of the Holder of that Bond, who shall be restricted thereafter exclusively to that money for any claim of whatever nature on its part under this Indenture on, or with respect to, the principal and any premium then due on that Bond or the interest represented by such check or draft.

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Any of the money that shall be so held by the Trustee, and that remains unclaimed for a period of four years after the due date thereof by the Holder of the Bond not presented for payment or a check or draft not cashed, shall be paid to the State free of any trust or lien upon request in writing by the State. Thereafter, the Holder of that Bond shall look only to the State for payment and then only to the amounts so received by the State without any interest thereon, and the Trustee shall have no responsibility with respect to that money.

(End of Article III)

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ARTICLE IV

REDEMPTION OF BONDS

Section 4.01. Terms of Redemption of Bonds. The Bonds of each series may be subject to redemption prior to stated maturity as provided in the Supplemental Indenture applicable to that series. The provisions of tills Article IV may be varied with respect to the series of Bonds pursuant to the applicable Supplemental Indenture.

Section 4.02. Partial Redemption. If fewer than all of the outstanding Bonds of a series that are stated to mature on different dates are called for redemption at one time, those Bonds that are called shall be designated by the State. If fewer than all of the Bonds of a single maturity are to be redeemed, the selection of Bonds to be redeemed, or portions thereof in Authorized Denominations, shall be made by lot by the Trustee in any manner that the Trustee may determine. In the case of a partial redemption of Bonds by lot when Bonds of Authorized Denominations greater than the minimum Authorized Denomination are then outstanding, each unit of principal thereof in the minimum Authorized Denomination shall be treated as though it were a separate Bond of the minimum Authorized Denomination. If it is determined that one or more, but not all of the minimum Authorized Denomination units of principal amount represented by a Bond are to be called for redemption, then upon notice of redemption of such a unit or units the Holder of that Bond shall surrender the Bond to the Trustee (a) for payment of the redemption price of the unit or units called for redemption (including without limitation, the interest accrued to the date fixed for redemption and any premium), and (b) for issuance, without charge to the Holder thereof, of a new Bond or Bonds of the same series, of any Authorized Denomination or Denominations in an aggregate principal amount equal to the unmatured and unredeemed portion of, and bearing interest at the same rate and maturing on the same date or dates as, the Bond surrendered, with or without a new CUSIP number, if required.

Section 4.03. Notice of Redemption. The notice of the call for redemption of Bonds shall identify (i) by designation, letters, numbers or other distinguishing marks, the Bonds or portions thereof to be redeemed, (ii) the redemption price to be paid, (iii) the date fixed for redemption, and (iv) the place or places where the amounts due upon redemption are payable. The notice shall be given by the Trustee on behalf of the State by mailing a copy of the redemption notice by first class mail, postage prepaid, at least 30 days prior to the date fixed for redemption, to the Holder of each Bond subject to redemption in whole or in part at the Holder’s address shown on the Register on the 15th day preceding that mailing; provided that any failure to receive notice by mailing, and any defect in that notice, as to any Bond shall not affect the validity of the proceedings for the redemption of any Bond. Notice of the call for redemption also shall be given by the Trustee to each nationally recognized municipal securities information repository and the Municipal Securities Rulemaking Board. Any notice of optional redemption may state that is conditional and if on the date set forth in such notice for redemption such conditions have not been fulfilled, such notice shall have no effect and such redemption shall not occur.

Section 4.04. Payment of Redeemed Bonds. Notice having been mailed in the manner provided in Section 4.03 hereof, the Bonds and portions thereof called for redemption shall

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become due and payable on the redemption date, and upon presentation and surrender thereof at the place or places specified in that notice, shall be paid at the redemption price plus accrued interest to the redemption date.

If money for the redemption of all of the Bonds and portions thereof to be redeemed, together with any interest accrued thereon to the redemption date, is held by the Trustee or any Paying Agent on the redemption date, so as to be available therefor on that date and, if notice of redemption shall have been mailed in the manner provided in Section 4.03 hereof, then from and after the redemption date those Bonds and portions thereof called for redemption shall cease to bear interest and no longer shall be considered to be outstanding hereunder. If that money shall not be so available on the redemption date, or that notice shall not have been mailed as aforesaid, those Bonds and portions thereof shall continue to bear interest, until they are paid, at the same rate as they would have borne had they not been called for redemption.

All money deposited in the Debt Service Fund and held by the Trustee or a Paying Agent for the redemption of particular Bonds shall be held in trust for the account of the Holders thereof and shall be paid to them, respectively, upon presentation and surrender of those Bonds.

(End of Article IV)

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ARTICLE V

FUNDS AND PAYMENTS

Section 5.01. Creation of Funds. (a) The Funds and Accounts described in this Section are established hereby and are designated as indicated. Each Fund is to be maintained in the custody of the Trustee as a separate Fund (except when invested in Permitted Investments). The Funds and Accounts are:

(1)           Construction Fund

(A)     Project Account

(B)      Capitalized Interest Account

(C)      Costs of Issuance Account

(2)           Garage Gross Receipts Fund

(3)           Debt Service Fund

(A)     Interest Account

(B)      Principal Account

(4)           Debt Service Reserve Fund

(A) Series 2000 Accounts

(5)           Garage Major Maintenance and Capital Improvement Fund

(6)           Garage Surplus Fund

(7)           State Payment Fund; and

(8)           Rebate Fund.

The Construction Fund, the Garage Gross Receipts Fund, the Debt Service Fund, the Debt Service Reserve Fund (to the extent that provision has been made in the applicable Supplemental Indenture to fund an account therein) and the Garage Surplus Fund shall constitute Pledged Funds for purposes of this Indenture and the Bonds.

The State may establish separate accounts and subaccounts within any of the foregoing funds for accounting purposes or other purposes pursuant to a Supplemental Indenture for any series of Bonds. Provision may be made in each applicable Supplemental Indenture for funds

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for the deposit and disbursement of the proceeds of that series of Bonds for the purpose for which issued.

Section 5.02. Construction Fund. (a) There shall be deposited in the Accounts of the Construction Fund any and all amounts required to be deposited therein pursuant to the applicable Supplemental Indenture or otherwise required to be deposited therein pursuant to the Lease or this Indenture. Pending disbursement as provided herein, all amounts in the Construction Fund shall be Pledged Funds for purposes of this Indenture.

(b) Subject to the provisions below, disbursements from the Project Account of the Construction Fund shall be made by the Trustee, upon receipt of a requisition submitted by an Authorized Officer of the State in the form set forth in the applicable Supplemental Indenture, only to pay for the following costs of Improvements to be financed with the proceeds of an issue of Bonds:

(i) obligations incurred for labor, materials and services and to contractors, builders and others in connection with the acquisition, construction and installation of Improvements, for utilities and landscaping, for the restoration or relocation of any property damaged or destroyed in connection with such construction and installation, for the removal or relocation of any structures and for the clearing of lands and further including such improvements as the State determines to be reasonably necessary in connection with Improvements;

(ii) the cost of acquiring such other lands, property, rights, rights of way, easements, franchises and other interests as may be deemed necessary or convenient for the construction and installation of Improvements, including costs of abstracts of title, title insurance, title guaranty, costs of surveys and other expenses in connection with such acquisition, and the cost of demolishing or removing any buildings or structures on lands so acquired, including the cost of acquiring any lands to which such buildings or structures may be moved and the amount of any damages incident to or consequent upon the acquisition, construction and installation of Improvements;

(iii) the reasonable fees and expenses of the Trustee, Authenticating Agent, Paying Agent and Registrar for their services during the Construction Period and payments, taxes or other governmental charges on the Improvements or on any property acquired, and premiums on insurance, if any, during the Construction Period;

(iv) the cost of borings and other preliminary investigations to determine foundation conditions or other conditions, expenses necessary or incident to determining the feasibility or practicability of constructing and installing Improvements, and fees and expenses of engineers, architects and management and other consultants for making studies, surveys and estimates of costs and of revenues and other estimates, fees and expenses of engineers and architects for preparing plans and specifications and supervising construction, as well as for the performance of all other duties of engineers and architects set forth herein and the fees and expenses of construction managers or

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project supervisors, all in relation to the acquisition, construction and installation of such Improvements and the issuance of Bonds therefor; and

(v) legal expenses and fees, bond insurance premiums and other credit enhancement costs, financing charges, rating agency fees, expenses of recordation of legal instruments, costs of printing, costs of audits and of preparing and issuing the Bonds, and all other items of expense not specified elsewhere in this Section and incident to the acquisition, construction and installation of Improvements and the financing thereof (including with respect to the Garage, Developments Costs as defined in the Lease and as set forth in Exhibit K thereto), all expenses of administration properly chargeable to the acquisition, construction and installation of such Improvements, and other Issuance Costs, all to the extent eligible for funding from proceeds of the Bonds and whether or not funded from amounts on deposit in the Costs of Issuance Account.

The Trustee shall not be required to make disbursements any more frequently than once each month or sooner than 10 Business Days after the submission of the requisition. The Trustee shall be entitled to rely on such requisitions and shall have no responsibility for reviewing or investigating the propriety thereof. The Trustee further shall keep and maintain adequate records pertaining to the Project Account and all disbursements therefrom.

(c) Completion of the Garage shall be evidenced by the submission by the State of a final disbursement requisition and by delivery by the State of a Certificate of Acceptance as defined and as set forth in Section 4(e) of the Lease and completion of any other Improvements shall be evidenced as set forth in any supplement or amendment to the Lease entered into in connection with such Improvements. If any money remains in the Accounts in the Construction Fund created for the proceeds of a series of Bonds at the end of the Construction Period related thereto and payment, or provision for payment, in full of the costs of the Improvements to be financed with the proceeds of that series of Bonds has been made, then such money shall be used promptly, unless otherwise provided in the Supplemental Indenture relating thereto, for one or more of the following purposes at the direction of an Authorized Officer: (i) payment of costs of additional Improvements; (ii) payment of interest as it becomes due on that series of Bonds until all such excess amount is so used; (iii) retirement at their maturity of principal of Bonds issued to pay costs of Improvements; (iv) deposit into the Debt Service Fund for payment of debt service on Bonds other than Bonds of that series of Bonds; (v) purchase of Bonds in the open market; and (vi) redemption of Bonds to the extent permitted under the applicable Supplemental Indenture; provided that (A) with respect to clauses (ii) through (vi), such use and the manner in which it is proposed to be made will not, in the opinion of nationally recognized bond counsel or under ruling of the Internal Revenue Service, adversely affect the exclusion of the interest on any series of Bonds from the gross income of the Holders thereof for federal income tax purposes (to the extent that such Bonds were issued on the basis that the interest thereon was excluded from gross income of the Holders for federal income tax purposes), and (B) any money remaining in an Account in the Construction Fund for an Improvement after completion of the Improvement shall be invested in accordance with the Code in such manner as not to adversely affect the exclusion of the interest on the Bonds from the gross income of the Holders thereof (to the extent that such Bonds were issued on the basis that the interest thereon was excluded from gross income of the Holders for federal income tax purposes).

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(d) Amounts on deposit in the Capitalized Interest Account of the Construction Fund shall be transferred by the Trustee to the Interest Account of the Debt Service Fund at the times and in the amounts set forth in the applicable Supplemental Indenture authorizing a series of Bonds and shall be applied to pay interest when due on such series of Bonds.

(e) Amounts on deposit in the Costs of Issuance Account of the Construction Fund shall be applied by the Trustee at the direction of an Authorized Officer of the State to pay Issuance Costs of the applicable series of Bonds to the extent such costs qualify for payment from proceeds of the Bonds in accordance with the Code or as otherwise provided in the applicable Supplemental Indenture. Any moneys remaining in such Account and not spent for such purpose shall be transferred to the Project Account and applied to pay costs of Improvements.

(f) In the event of the occurrence of an Event of Default hereunder, the balance in the Construction Fund shall be deposited into the Debt Service Fund and applied as set forth in Section 7.06 hereof.

Section 5.03. Garage Gross Receipts Fund. (a) The Trustee shall deposit in the Garage Gross Receipts Fund all amounts of Garage Gross Receipts received pursuant to the Lease or the APCOA Guaranty. Pending application as set forth below, all amounts in the Garage Gross Receipts Fund shall be Pledged Funds pursuant to the Indenture.

(b) Beginning with the first month of the operation of the Garage and the collection of Garage Gross Receipts, the Trustee shall release to ABPC, from the daily Garage Gross Receipts, all amounts collected, less amounts required for any deposit required pursuant to Section 5.03(c) (i)-(vii) below, until such time as an amount equal to two and one-half months of the current approved annual Garage Operating Expenses Budget shall be released to ABPC. For the balance of the month and thereafter, all Garage Gross Receipts collected shall be applied by the Trustee, as set forth in Section 5.03(c) below. If at any time during the Lease Year, ABPC encounters an unanticipated, unbudgeted, extraordinary Garage Operating Expense, and the State approves the expense in writing, the Trustee shall transfer from the Garage Gross Receipts Fund and/or Garage Surplus Fund the funds required to cover the approved costs.

(c) Except as otherwise provided in Sections 5.03(b) or 7.06 hereof, amounts in the Garage Gross Receipts Fund shall be applied by the Trustee on the 15th day of each month (or, if not a Business Day, on the next succeeding Business Day), from funds available in such Fund as of the end of the previous month, to make the following payments or deposits in the priority set forth below:

(i) Garage Operating Expenses: for each month following the first month of Garage operation, an amount equal to one month of the current approved annual Garage Operating Expenses Budget, paid to ABPC.

(ii) Debt Service Fund:

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(A) Beginning January 15, 2003, 1/6th of the amount due as interest on the Bonds on the next Interest Payment Date for the Bonds, for deposit into the Interest Account of the Debt Service Fund, provided that the deposit immediately preceding such Interest Payment Date shall be the balance necessary to make such payment, and

(B) Beginning July 15, 2003, with respect to the Series 2000 B Taxable Bonds, and July 15, 2006, with respect to the Series 2000 A Bonds, 1/12th of the amount due as principal of the Bonds, whether at maturity or pursuant to mandatory sinking fund redemption, on the next scheduled principal payment date for the Bonds, for deposit into the Principal Account of the Debt Service Fund, provided that the deposit immediately preceding such principal payment date shall be the balance necessary to make such payment.

(iii) Debt Service Reserve Fund: the amount necessary to restore any deficiency in an account of the Debt Service Reserve Fund to the Debt Service Reserve Requirement for that account, for deposit into such account of the Debt Service Reserve Fund.

(iv) Rebate Fund: all required deposits into the Rebate Fund, for deposit therein.

(v) Garage Trustee Expenses: pay all Garage Trustee Expenses, then due and payable, for payment to or as directed by the Trustee.

(vi) Garage Major Maintenance and Capital Improvement Fund: the monthly amount for the current Lease Year required to be deposited into the Garage Major Maintenance and Capital Improvement Fund, as then set forth in the Lease, for deposit into such Fund.

(vii) State Minimum Guarantee: all or such portion of the monthly State Minimum Guarantee payment to the extent the Custodian notifies the Trustee of any shortfall in the amount available under the Custody Agreement to make such payment, for deposit into the State Payment Fund.

(viii) Garage Surplus Fund: all amounts remaining in the Garage Gross Receipts Fund after application to items (i)-(vii) above, for deposit into the Garage Surplus Fund.

(d) If and to the extent that amounts then on deposit and available for such purpose in the Garage Gross Receipts Fund are insufficient on any date to make the payments or deposits required by Section 5.03(c)(i)-(vii) hereof, the Trustee shall apply funds from the following sources in the following order, to the extent that funds are available thereunder:

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(i) in accordance with Section 5.07 hereof, amounts then on deposit in the Garage Surplus Fund, including amounts deposited therein during a previous Lease Year and not yet released as provided in Section 5.07(e) hereof; and

(ii) amounts provided by APCOA pursuant to the APCOA Guaranty, upon demand by the Trustee in accordance with Section 5.09 hereof.

Section 5.04. Debt Service Fund. (a) The Debt Service Fund shall be maintained in the custody of the Trustee as a trust fund and shall be used, subject to Section 7.07 hereof, solely for the payment of Debt Service on Parity Bonds, and to the extent provided herein, for the purchase for cancellation of Parity Bonds. In addition to the amounts to be deposited in the Debt Service Fund pursuant to Section 5.03(c) hereof, the Trustee also shall deposit into the Debt Service Fund all other amounts required hereunder or under the Lease to be deposited therein. All amounts on deposit in the Debt Service Fund shall be Pledged Funds for purposes of this Indenture.

(b) On each Interest Payment Date for the Bonds, the Trustee shall pay or cause to be paid out of the Interest Account in the Debt Service Fund the interest due on the Bonds and further pay out of the Interest Account of the Debt Service Fund any amounts required for the payment of accrued interest upon any redemption (including any mandatory sinking fund redemption) of Bonds.

(c) On each principal payment or redemption date for the Bonds, the Trustee shall pay or cause to be paid to the respective Paying Agents therefor out of the Principal Account of the Debt Service Fund the principal amount, if any, due on the Bonds (including such amounts as shall be due by mandatory sinking fund redemption).

(d) In lieu of the Bonds being redeemed through mandatory sinking fund redemption, the State may negotiate or arrange for purchase of Bonds by the Trustee on behalf of the State in such manner (through brokers or otherwise, and with or without receiving tenders) as it shall in its discretion determine. The State shall cause such Bonds to be delivered to the Trustee for cancellation. The Trustee, upon presentation to the Trustee of Bonds to be purchased accompanied by a written request of an Authorized Officer to the Trustee requesting payment therefor, shall provide monies for payment of the purchase price for any such Bonds from the moneys deposited in the Principal Account of the Debt Service Fund and the payment of accrued interest shall be made out of moneys deposited in the Interest Account of the Debt Service Fund; provided that any such purchase shall not be at a price greater than the par amount thereof plus accrued interest thereon. Bonds so purchased and delivered shall be canceled by the Trustee.

(e) The State shall receive a credit in respect of mandatory sinking fund installments for any Bonds which are subject to mandatory sinking fund redemption and which are delivered by the State or ABPC to the Trustee on or before the forty-fifth (45th) day next preceding any mandatory sinking fund payment date and for any Bonds which prior to said date have been purchased or redeemed (otherwise than through mandatory sinking fund provisions) and canceled by the Trustee and not theretofore applied as a credit against any sinking fund installment. Each Bond so delivered, canceled or previously purchased or redeemed shall be credited by the Trustee at one hundred per cent (100%) of the principal amount thereof against the obligation of the State on

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such mandatory sinking fund payment date with respect to such Bonds, and the principal amount of such Bonds to be redeemed on such date shall be reduced accordingly, and any excess over such principal amount shall be credited on future sinking fund installments in direct chronological order, and the principal amount of such Bonds to be redeemed by application of mandatory sinking fund payments shall be accordingly reduced.

Section 5.05. Debt Service Reserve Fund. (a) The Debt Service Reserve Fund shall be maintained in the custody of the Trustee as a trust fund. The Debt Service Reserve Fund shall secure a series of Parity Bonds only if the Supplemental Indenture for that series of Parity Bonds provides for the establishment of an account in the Debt Service Reserve Fund to secure those Parity Bonds and designates the Debt Service Reserve Requirement for those Parity Bonds. In the event that: (A) moneys on deposit in the Debt Service Fund are insufficient on any Interest Payment Date or principal payment date to pay interest or principal from the Debt Service Fund on such date for a series of Parity Bonds secured by an account of the Debt Service Reserve Fund, (B) amounts then available for such purpose in the Garage Gross Receipts Fund and the Garage Surplus Fund are not adequate to make up such insufficiency fully, and (C) amounts provided by APCOA pursuant to the APCOA Guaranty pursuant to demand therefor by the Trustee in accordance with Section 5.09 hereof are not adequate to make up such insufficiency fully, then the Trustee shall, without necessity for further authorization, direction or prior consent from or consultation with the State, withdraw such amounts as may be necessary to make up any such deficiency from the account in the Debt Service Reserve Fund securing that series of Parity Bonds and transfer such amounts to the Debt Service Fund for the payment of Debt Service on that series of Parity Bonds. If at any time the amounts on deposit in an Account of the Debt Service Reserve Fund are sufficient to pay all remaining Debt Service on the Bonds secured by such Account, then the amounts in that Account shall be transferred to the Debt Service Fund and applied to pay the remaining Debt Service on such Bonds.

(b) For purposes of determining the Debt Service Reserve Requirement with respect to, and the amount required to be paid on each monthly deposit date into the Debt Service Reserve Fund for, any series of Bonds constituting Interim Obligations or Variable Rate Obligations, principal (including Mandatory Sinking Fund Requirements) and interest requirements payable on such additional Bonds shall be deemed to be those amounts that equal the principal (including Mandatory Sinking Fund Requirements) and interest payments that would be required for an issue of Long Term Obligations bearing interest at the Assumed Interest Rate and payable as to principal over the Assumed Amortization Period.

(c) In lieu of or in substitution for moneys deposited in the Debt Service Reserve Fund, the State or ABPC (with the approval of the State) may deposit or cause to be deposited with the Trustee a Reserve Fund Facility for the benefit of the Holders of the Bonds of a series for all or any part of the Debt Service Reserve Fund Requirement for such series of Bonds; provided (i) that any such surety bond or insurance policy shall be issued by an insurance company or association approved by the State and either (A) the claims paying ability of such insurance company or association is rated in the highest rating category accorded by a nationally recognized insurance rating agency or (B) obligations insured by a surety bond or an insurance policy issued by such company or association are rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, in the highest rating category at the time such surety bond or

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insurance policy is issued by Moody’s and S&P or, if outstanding Bonds are not rated by both Moody’s and S&P, by whichever Rating Agency then rates outstanding Bonds and (ii) that any letter of credit shall be issued by a bank, a trust company, a national banking association or a domestic branch or agency of a foreign bank which branch or agency is duly licensed or authorized to do business under the laws of any state or territory of the United States of America, the unsecured or uncollateralized long term debt obligations of which, or long term obligations secured or supported by a letter of credit issued by such Person, are rated at the time such letter of credit is delivered, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, in at least the second highest rating category by Moody’s and S&P or, if outstanding Bonds are not rated by Moody’s and S&P, by whichever Rating Agency then rates outstanding Bonds.

In addition to the conditions and requirements set forth above, no Reserve Fund Facility shall be deposited in full or partial satisfaction of the Debt Service Reserve Fund Requirement for a series of Bonds unless the Trustee shall have received prior to such deposit (i) an opinion of counsel acceptable to the Trustee to the effect that such Reserve Fund Facility has been duly authorized, executed and delivered by the provider thereof and is valid, binding and enforceable in accordance with its terms, (ii) in the event such provider is not a domestic entity, an opinion of foreign counsel in form and substance satisfactory to the Trustee and (iii) in the event such Reserve Fund Facility is a letter of credit, an opinion of counsel acceptable to the Trustee substantially to the effect that payments under such letter of credit will not constitute avoidable preferences under Section 547 of the United States Bankruptcy Code in a case commenced thereunder by or against ABPC or any affiliate thereof.

Each such surety bond, insurance policy or letter of credit shall be payable (upon the giving of such notice as may be required thereby) on any date on which moneys are required to be withdrawn from the applicable Account in the Debt Service Reserve Fund.

(d) Moneys and investments held for the credit of an Account of the Debt Service Reserve Fund in excess of the applicable Debt Service Reserve Fund Requirement shall be withdrawn by the Trustee and deposited in the Debt Service Fund or, prior to completion of the applicable Improvements, in the Project Account in accordance with the direction of the State; provided, however, that if such amount results from the substitution of a Reserve Fund Facility for any securities in such Account of the Debt Service Reserve Fund, such amount shall be deposited in the Debt Service Fund or the Project Account only upon receipt of an opinion of nationally recognized bond counsel that the proposed application of the funds released from such Account of the Debt Service Reserve Fund will not adversely affect the exclusion of interest on any of the Bonds from gross income for federal income tax purposes (to the extent that such Bonds were issued on the basis that the interest thereon was excluded from gross income of the Holders for federal income tax purposes).

(e) Notwithstanding the provisions hereof, if, upon a Bond of a series having been deemed to have been paid in accordance with Article IX hereof or redeemed prior to maturity from the proceeds of Bonds, bonds, notes or other obligations issued for such purpose, the moneys and investments held for the credit of the applicable Account of the Debt Service Reserve Fund will exceed the Debt Service Reserve Fund Requirement for such Account, then the Trustee shall,

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simultaneously with such redemption or a deposit made in accordance with Article IX hereof, withdraw all or any portion of such excess from the applicable Account of the Debt Service Reserve Fund upon the direction of an Authorized Officer and either (i) apply such amount to the payment of the principal of or interest on the bonds, notes or other obligations, if any, issued to provide for payment of such Bond or (ii) pay such amount to the applicable Project Account if, in the opinion of nationally recognized bond counsel, application of such moneys to the payment of costs of Improvements will not adversely affect the exclusion of interest on any Bonds from gross income of the Holders thereof for federal income tax purposes (to the extent that such Bonds were issued on the basis that the interest thereon was excluded from gross income of the Holders for federal income tax purposes); provided that after such withdrawal the amount remaining in the applicable Account of the Debt Service Reserve Fund shall not be less than the Debt Service Reserve Fund Requirement for such Account.

Section 5.06. Garage Major Maintenance and Capital Improvement Fund. The Garage Major Maintenance and Capital Improvement Fund shall be maintained in the custody of the Trustee but shall not constitute a Pledged Fund for purposes of this Indenture. The Trustee shall apply any moneys in the Garage Major Maintenance and Capital Improvement Fund at the direction of ABPC, and upon written approval of the State, for the payment or reimbursement of eligible project costs in accordance with Section 6(b)(l)(vi) of the Lease and Exhibit H thereto, as in effect from time to time.

Section 5.07. Garage Surplus Fund. (a) The Garage Surplus Fund shall be maintained in the custody of the Trustee and shall constitute a Pledged Fund for purposes of this Indenture. Pursuant to Section 5.03(d)(i) hereof, amounts on deposit in the Garage Surplus Fund (including amounts deposited therein during a previous Lease Year and not yet released as provided by Section 5.07(e) hereof) on any date shall be applied by the Trustee to make the payments or deposits required by Section 5.03(c)(i)-(vii) hereof, if and to the extent that amounts then on deposit and available for such purpose on such date in the Garage Gross Receipts Fund are insufficient to make such payments or deposits. The Trustee shall notify the State of the balance on deposit in the Garage Surplus Fund in each month after all deposits pursuant to Section 5.03(c) have been made for such month.

(b) Amounts on deposit in the Garage Surplus Fund shall immediately be applied, at the written direction of the State, to reimburse APCOA (calculated in accordance with Section 6(b)(4) of the Lease) for amounts advanced by APCOA and remaining unpaid (including interest and premium allocable thereto) pursuant to the APCOA Guaranty for payment of Garage Operating Expenses or Garage Trustee Expenses or for deposit into the Debt Service Fund, the Debt Service Reserve Fund, the Garage Major Maintenance and Capital Improvement Fund or the State Payment Fund. To the extent that the Custodian advises the Trustee that amounts then available under the Custody Agreement are not sufficient for such purpose, amounts on deposit in the Garage Surplus Fund also shall be applied, at the direction of the State, to reimburse APCOA (calculated in accordance with Section 6(b)(4) of the Lease) for amounts for which APCOA is entitled to reimbursement under the Custody Agreement. In no event, however, shall APCOA be entitled to reimbursement for any amounts advanced pursuant to the APCOA Guaranty during any period during which the Target Date for Substantial Completion of the Garage has been extended in accordance with Section 4(i) of the Lease.

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(c) Amounts on deposit in the Garage Surplus Fund shall be applied by the Trustee, at the direction of the State, (i) to pay Debt Service on Subordinate Bonds in accordance with the provisions of the Supplemental Indenture authorizing such Subordinate Bonds, (ii) to make any payment required to be made by the State in connection with any termination of the Lease in accordance with Section 8.04(c) hereof and Section 14 or 15 of the Lease and (iii) to pay any termination payments payable under an interest rate exchange, swap or other hedge arrangement.

(d) In the event that moneys on deposit in the Debt Service Fund are insufficient on any Interest Payment Date or principal payment date to pay interest or principal from the Debt Service Fund on such date, and in the event that the amount in the Garage Gross Receipts Fund is not adequate to make up such deficiency, then the Trustee shall withdraw such amounts as may be necessary to make up such deficiency from the Garage Surplus Fund and transfer such amounts to the Trustee for deposit in the Debt Service Fund.

(e) Amounts on deposit in the Garage Surplus Fund at the end of each Lease Year shall be applied by the Trustee, at the direction of the State following receipt and acceptance by the State of ABPC’s audited annual financial statements, in accordance with Section 6(c) of the Lease, and after such application shall no longer constitute Pledged Funds hereunder.

Section 5.08. State Payment Fund. The State Payment Fund shall be maintained in the custody of the Trustee but shall not constitute a Pledged Fund for purposes of this Indenture. Amounts deposited in the State Payment Fund immediately shall be released to the State for application in accordance with the Bradley Airport Parity Bond Indenture.

Section 5.09. Demand for Payment under APCOA Guaranty.

(a) Pursuant to the APCOA Guaranty, APCOA has guaranteed to pay the Trustee funds sufficient to make the deposits and payments required pursuant to Section 5.03(c)(i)-(vii) hereof to the extent that the Trustee has insufficient funds on deposit in the appropriate funds to make the required payment on the scheduled payment date after application thereto of amounts available therefor in the Garage Gross Receipts Fund, the Garage Surplus Fund or, with respect to deposits into the Debt Service Fund, the Capitalized Interest Account.

(b) If the Trustee determines that the amount on deposit in any Fund or Account at the end of any month is insufficient to make any of the payments or deposits required pursuant to Section 5.03(c)(i)-(vii) hereof for the next succeeding month, after application thereto of amounts available therefor in the Garage Gross Receipts Fund, the Garage Surplus Fund or, with respect to deposits into the Debt Service Fund, the Capitalized Interest Account, it shall notify the State and APCOA by the fifth Business Day of such next succeeding month by telephone and telecopier transmission, promptly confirmed by overnight express, of the amount of the required payment (each, a “Guarantor Payment”). Pursuant to the APCOA Guaranty, within three Business Days of such telephone and telecopier notice, APCOA is required to wire funds in the amount of the Guarantor Payment to the Trustee and a failure by APCOA to make any Guarantor Payment when due will be a default under the APCOA Guaranty. Notwithstanding anything herein to the contrary, APCOA shall not be obligated to make a Guarantor Payment or any portion thereof to the extent

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that the need for such Guarantor Payment or portion thereof was solely caused by the failure of the State to perform its obligations under the first sentence only of Section 7(a)4(b) of the Lease (relating to implementing scheduled parking rate increases).

(c) If at any time amounts paid under the APCOA Guaranty are not sufficient to pay in full all amounts then due as Guarantor Payments hereunder, together with all amounts then due as guarantor payments with respect to the Surface Parking under the Custody Agreement, the Trustee shall apply the amounts available first to pay Garage Operating Expenses, second to pay operating expenses of the Surface Parking pursuant to the Custody Agreement and then to pay Debt Service on the Bonds and thereafter pro-rata based on the remaining amounts payable as Guarantor Payments hereunder and as guarantor payments under the Custody Agreement.

Section 5.10. Investment of Funds. (a) Money in the Construction Fund, the Garage Gross Receipts Fund, the Debt Service Fund, the Debt Service Reserve Fund and the Rebate Fund shall be invested and reinvested by the Trustee in Permitted Investments at the oral (confirmed in writing) or written direction of an Authorized Officer. Investments of money in the Construction Fund and the Garage Gross Receipts Fund shall mature or be redeemable at the option of the Trustee at the times and in the amounts necessary to permit the payments required by Sections 5.02 and 5.03(c) hereof, respectively, to be made from those Funds. Investments of money in the Debt Service Fund and the Debt Service Reserve Fund shall mature or be redeemable at the option of the Trustee at the times and in the amounts necessary at the best prices then reasonably available to provide money to pay Debt Service as it becomes due at stated maturity or pursuant to any Mandatory Sinking Fund Requirements; provided, that money in the Debt Service Reserve Fund shall be invested and reinvested by the Trustee only in obligations that have a term to maturity not greater than ten years unless those obligations are put obligations or otherwise have terms that permit their timely liquidation by the Trustee so that funds will be timely available to pay Debt Service. Investments of money on deposit in the Rebate Fund shall mature or be redeemable at the option of the Trustee at the times and in the amounts necessary at the best prices then reasonably available to provide money to make the payments required under Section 5.11 of this Indenture. Subject to any directions from the Authorized Officer with respect thereto, from time to time the Trustee may sell those investments and reinvest the proceeds from those investments in Permitted Investments maturing or redeemable as required under this Section. The Trustee shall sell or redeem investments credited to the Accounts of the Construction Fund or the Garage Gross Receipts Fund to produce sufficient money at the times required to make the payments required by Sections 5.02 and 5.03, respectively, and shall do so without necessity for any order on behalf and without restriction by reason of any order. The Trustee shall sell or redeem investments credited to the Debt Service Fund and to the Debt Service Reserve Fund to produce sufficient money at the times required for the purpose of paying Debt Service when due, and shall do so without necessity for any order and without restriction by reason of any order. The Trustee shall sell or redeem investments credited to the Rebate Fund to produce sufficient money at the times required for the purpose of making payments under Section 5.11 when due, and shall do so without necessity for any order and without restriction by reason of any order.

Money in the Garage Major Maintenance and Capital Improvement Fund and the Garage Surplus Fund shall be invested and reinvested at the oral (confirmed in writing) or written direction of an Authorized Officer in Permitted Investments. Money on deposit in any funds or

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accounts established by a Supplemental Indenture shall be invested as provided in that Supplemental Indenture or, if no provision is so made, shall be invested in Permitted Investments maturing or redeemable at the option of the State not later than the times when that money is required for the purposes for which the fund or account was established.

(b) Investments purchased as an investment of moneys in any Fund, Account or sub-account thereof shall be deemed at all times to be a part of that Fund, Account or sub-account, and any losses suffered due to the investment thereof shall be charged to that Fund, Account or sub-account, provided that, unless otherwise provided in a Supplemental Indenture, net income or gain: (i) due to the investment of moneys in the Construction Fund shall be deposited in and credited to the Capitalized Interest Account of the Construction Fund prior to the Completion Date and thereafter to the Garage Gross Receipts Fund and (ii) due to the investment of moneys in an account of the Debt Service Reserve Fund shall, to the extent that the amount in the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement, be deposited in and credited to the Capitalized Interest Account of the Construction Fund (until such account is fully depleted) and thereafter to the Interest Account in the Debt Service Fund and applied on the next Interest Payment Date to the payment of interest on the series of Bonds secured by that Account of the Debt Service Reserve Fund, unless other provision is made in the Supplemental Indenture for the series of Bonds secured by that Account of the Debt Service Reserve Fund.

Any investments constituting Permitted Investments may be purchased from or sold to the Trustee, the Registrar, an Authenticating Agent or a Paying Agent, or any bank, trust company or savings and loan association affiliated with any of the foregoing.

Section 5.11. Rebate Fund. Any provision hereof to the contrary notwithstanding, amounts credited to the Rebate Fund shall be free and clear of any lien hereunder and shall not be Pledged Funds. Provision shall be made in the Supplemental Indenture for each series of Bonds for the calculation of any amounts required to be paid to the United States pursuant to Section 148(f) of the Code or other applicable law and for the deposit of such amount in the Rebate Fund.

Section 5.12. Valuation. For the purpose of determining the amount on deposit to the credit of any Fund or Account, the market value of obligations in which money in that Fund or Account shall have been invested shall be computed as follows:

(a) as to Permitted Investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such investments so published on or most recently prior to the date of determination;

(b) as to Permitted Investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at the date of determination for such investments quoted by any two nationally recognized government securities dealers (selected by the Trustee in its absolute discretion) at the time making a market in such investments or the bid price published by a nationally recognized pricing service, including Bloomberg Financial Services;

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(c) as to certificates of deposit and bankers acceptances: the face amount thereof, plus accrued interest; and

(d) as to any Permitted Investment not specified above: the market value thereof established by prior agreement between the State and the Trustee or pursuant to the provisions of a Supplemental Indenture.

If more than one of the above provisions shall apply at any time to any particular Permitted Investment, the value thereof at that time shall be determined in accordance with the provision establishing the lowest value for such Permitted Investment. Investments in all Funds and Accounts will be valued by the Trustee at book value, market value or face value, whichever is lowest, except that investments in the Debt Service Reserve Fund shall be valued at par if purchased at par or at the present value thereof if purchased at other than par.

The Trustee shall not be responsible for any depreciation in the value of any investments or for any loss arising from investments, provided that those investments are Permitted Investments. Except as provided below with respect to the Debt Service Reserve Fund, the Trustee shall value the Permitted Investments in the Funds and Accounts on or prior to the last day of each month. So long as any Bonds are then outstanding, the Trustee shall value the Permitted Investments in the Debt Service Reserve. Fund on or prior to December 31 of each year and immediately upon any withdrawal from the Debt Service Reserve Fund. If as of any date on which the value of Permitted Investments in the Debt Service Reserve Fund is determined, the balance in the Debt Service Reserve Fund, including accrued interest to the date of valuation, is less than the Debt Service Reserve Requirement, the Trustee shall compute the amount by which the Debt Service Reserve Requirement exceeds such balance and shall immediately give the State and ABPC notice of such deficiency and the amount necessary to cure the same. If as of any such date, the balance in an account of the Debt Service Reserve Fund, including accrued interest to the date of valuation, is more than the Debt Service Reserve Fund Requirement, the Trustee shall transfer the excess amount only in accordance with the provisions of the Supplemental Indenture for the series of Bonds secured by that account.

The Trustee shall provide monthly reports to the State and ABPC of amounts on deposit in the Funds and Accounts under the Indenture, in such form and by such dates as may be reasonably satisfactory to the State, ABPC and the Trustee.

Section 5.13. Further Application of Pledged Revenues; Application of Available Pledged Revenues; Payments to Funds. Provision shall be made in each Supplemental Indenture for a series of Parity Bonds for the deposits of Pledged Revenues to the Account or Accounts of the Garage Gross Receipts Fund established therein and for payments from that Account or those Accounts to the Debt Service Fund and any other Fund-set forth in this Article V.

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Section 5.14. Moneys to be Held in Trust. All moneys required to be deposited with or paid to the Trustee for the credit of any Pledged Fund under any provision of this Indenture and all investments made therewith shall be held by the Trustee in trust for the benefit of the Bondholders and while held by the Trustee constitute part of the trust estate and be subject to the lien hereof.

(End of Article V)

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ARTICLE VI

THE TRUSTEE, REGISTRAR, PAYING AGENTS
AND AUTHENTICATING AGENTS

Section 6.01. Trustee’s Acceptance and Responsibilities. The Trustee accepts the trusts imposed upon it by this Indenture, and agrees to observe and perform those trusts, but only upon and subject to the terms and conditions set forth in this Article, to all of which the parties hereto and the Holders agree.

(a) Prior to the occurrence of an “Event of Default” (as defined in Section 7.01 hereof) of which the Trustee has been notified, as provided in paragraph (f) of Section 6.02 hereof, or of which by that paragraph the Trustee is deemed to have notice, and after the cure or waiver of all Events of Default that may have occurred,

(i) the Trustee undertakes to perform only those duties and obligations that are set forth specifically in this Indenture, and no duties or obligations shall be implied to the Trustee;

(ii) in the absence of bad faith on its part, the Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are required specifically to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

(b) In case a default or an Event of Default has occurred and is continuing hereunder (of which the Trustee has been notified, or is deemed to have notice), the Trustee shall exercise those rights and powers vested in it by this Indenture and shall use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(i) this paragraph shall not be construed to affect the limitation of the Trustee’s duties and obligations provided in subparagraph (a)(i) of this Section or the Trustee’s right to rely on the truth of statements and the correctness of opinions as provided in subparagraph (a)(ii) of this Section;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by any one of its officers, unless it shall be established that the Trustee was negligent in ascertaining the pertinent facts;

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(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders under any provision of this Indenture relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and

(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.01.

Section 6.02. Certain Rights and Obligations of the Trustee. Except as otherwise provided in Section 6.01 hereof:

(a) The Trustee (i) may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees (but shall be answerable therefor only in accordance with the standard specified above), (ii) shall be entitled to the advice of counsel concerning all matters of trusts hereof and duties hereunder, and (iii) may pay reasonable compensation in all cases to all of those attorneys, agents, receivers in connection with the trusts hereof and, subject to Section 6.03 hereof, shall be entitled to be reimbursed for reasonable and necessary out-of-pocket payments to unrelated third parties. The Trustee may act upon the opinion or advice of any nationally recognized bond counsel (who may be the attorney or attorneys for the State) approved by the Trustee in the exercise of reasonable care. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon that opinion or advice.

(b) Except for its certificate of authentication on the Bonds, the Trustee shall not be responsible for:

(i) any recital in this Indenture or in the Bonds,

(ii) the validity, priority, recording, re-recording, filing or re-filing of this Indenture or any Supplemental Indenture;

(iii) any instrument or document of further assurance or collateral assignment or pledge,

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(iv) insurance relating to the Garage or any Improvements or collection of insurance moneys,

(v) the validity of the execution by the State of this Indenture, any Supplemental Indenture, the Lease or instruments or documents of further assurance,

(vi) the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby,

(vii) the value of or title to the Garage or any Improvements, or

(viii) the maintenance of the security hereof.

The Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants, agreements or obligations on the part of the State under this Indenture, the Lease or any Supplemental Indenture, except as set forth herein; but the Trustee may require of the State full information and advice as to the observance or performance of those covenants, agreements and obligations.

(c) The Trustee shall not be accountable for the application by the State or ABPC of the proceeds of any Bonds authenticated or delivered hereunder.

(d) The Trustee shall be protected, in the absence of bad faith on its part, in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who is the Holder of any Bonds at the time of making the request or giving the authority or consent, shall be conclusive and binding upon all future Holders of the same Bond and of Bonds issued in exchange therefor or in place thereof.

(e) As to the existence or nonexistence of any fact for which the State or ABPC may be responsible or as to the sufficiency or validity of any instrument, document, report, paper or proceeding, the Trustee, in the absence of bad faith on its part, shall be entitled to rely upon a certificate signed on behalf of the State by an Authorized Officer or on behalf of ABPC by an authorized representative as sufficient evidence of the facts recited therein. Prior to the occurrence of a default or Event of Default hereunder of which the Trustee has been notified, as provided in paragraph (f) of this Section, or of which by that paragraph the Trustee is deemed to have notice, the Trustee may accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient; provided, that the Trustee in its discretion may require and obtain any further evidence that it deems to be necessary or advisable; and, provided further, that the Trustee shall not be bound to secure any further evidence.

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(f) The Trustee shall not be required to take notice, and shall not be deemed to have notice, of any default or Event of Default hereunder, except Events of Default described in paragraphs (a) and (b) of Section 7.01 hereof, unless the Trustee has actual notice thereof or shall be notified specifically of the default or Event of Default in a written instrument or document delivered to it by the State or by the Holders of at least 25% of the aggregate principal amount of Bonds then outstanding. In the absence of delivery of a notice satisfying those requirements, the Trustee may assume conclusively that there is no default or Event of Default, except as noted above.

(g) At any reasonable time, the Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives (i) may inspect and copy fully all books, papers and records of the State and ABPC pertaining to the Garage, any Improvements and the Bonds, and (ii) may make any memoranda from and in regard thereto as the Trustee may desire.

(h) The Trustee shall not be required to give any bond or surety with respect to the execution of these trusts and powers or otherwise in respect of the premises.

(i) Notwithstanding anything contained elsewhere in this Indenture, the Trustee may demand any showings, certificates, reports, opinions, appraisals and other information, and any corporate action and evidence thereof, in addition to that required by the terms hereof, as a condition to the authentication of any Bonds or the taking of any action whatsoever within the purview of this Indenture, if the Trustee deems it to be desirable for the purpose of establishing the right of the State to the authentication of any Bonds or the right of any person to the taking of any other action by the Trustee; provided that the Trustee shall not be required to make that demand.

(j) Before taking action hereunder pursuant to Section 6.04 or Article VII hereof (with the exception of any action required to be taken under Section 7.02 or Section 7.07 hereof), the Trustee may require that a satisfactory indemnity bond be furnished to it by the State or the Holders for the reimbursement of all reasonable and necessary out-of-pocket expenses (including reasonable counsel fees) that it may incur and to protect it against all liability by reason of any action so taken, except liability that is adjudicated to have resulted from its negligence or willful default.

(k) In the event that payment of principal of or interest on any Bonds is secured by any form of credit enhancement, the Trustee will take such actions as require nominal expenditure of moneys by it to secure payment pursuant to the terms of such instrument.

(l) Unless otherwise provided herein, all money received by the Trustee under this Indenture shall be held in trust for the purposes for which that money was received, until that money is used, applied or invested as provided herein; provided

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that such money need not be segregated from other money, except to the extent required by this Indenture or by law. In the event that the Trustee receives any moneys derived from or relating to the Surface Parking, the Trustee shall promptly transfer such moneys to the Custodian for deposit and application pursuant to the Custody Agreement. The Trustee shall not have any liability for interest on any money received hereunder, except to the extent expressly provided herein or agreed in writing with the State.

(m) Any opinions, certificates and other instruments and documents for which provision is made in this Indenture, may be accepted by the Trustee, in the absence of bad faith on its part, as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Trustee for its actions taken hereunder.

Section 6.03. Fees, Charges and Expenses of Trustee, Registrar, Paying Agents and Authenticating Agents. The Trustee, the Registrar and any Paying Agents and Authenticating Agents shall be entitled to payment or reimbursement by the State for reasonable fees for their Ordinary Services rendered hereunder and for all advances, counsel fees and other Ordinary Expenses reasonably and necessarily paid or incurred by them in connection with the provision of Ordinary Services. For purposes hereof, fees for Ordinary Services provided for by the respective standard fee schedule or fee letter of each shall be considered reasonable. In the event that it should become necessary for any of them to perform Extraordinary Services, they shall be entitled to reasonable extra compensation therefor and to reimbursement for reasonable and necessary Extraordinary Expenses incurred in connection therewith. The Trustee, the Registrar and any Paying Agents and Authenticating Agents shall not be entitled to compensation or reimbursement for Extraordinary Services or Extraordinary Expenses occasioned by their neglect or willful misconduct.

Without creating a default or an Event of Default hereunder, the State may contest in good faith the necessity for any Extraordinary Service and Extraordinary Expense and the reasonableness of any fee, charge or expense.

The reasonable fees for the respective services and charges of the Trustee, the Registrar and any Paying Agents and Authenticating Agents and reimbursement for all reasonable expenses of such parties shall be payable from the Pledged Revenues as Garage Trustee Expenses in accordance with Section 5.03(c)(v) hereof or, during the period of acquisition, construction and installation of any Improvements to be financed with a series of Bonds, the project fund for those Improvements.

Any amounts payable to the Trustee, the Registrar or any Paying Agent or Authenticating Agent pursuant to this Section 6.03 shall be payable upon demand and shall bear interest from the date of demand therefor at a rate that is the rate announced by the Trustee in its lending capacity as a bank as its “prime rate” or “base rate” on the date of such demand.

Section 6.04. Intervention by Trustee. The Trustee may, but shall not be obligated to, intervene on behalf of the Holders, and shall intervene if requested to do so in writing by the

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Holders of at least 25% of the aggregate principal amount of Bonds then outstanding, in any judicial proceeding to which the State is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of Holders of the Bonds. The rights and obligations of the Trustee under this Section are subject to the approval of that intervention by a court of competent jurisdiction. The Trustee may require that a satisfactory indemnity bond be provided to it in accordance with Sections 6.01 and 6.02 hereof before it takes action hereunder. The Trustee shall not have any obligation to monitor or take notice of any litigation to which the State is a party.

Section 6.05. Successor Trustee. Anything herein to the contrary notwithstanding, unless the State shall make provision for the appointment of a successor Trustee pursuant to Section 6.09 hereof prior to the date of merger, consolidation, sale or transfer,

(a) any corporation or association (i) into which the Trustee may be converted or merged, (ii) with which the Trustee or any successor to it may be consolidated, or (iii) to which it may sell or transfer its corporate trust assets and trust business as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, merger, consolidation, sale or transfer, ipso facto, shall be and become successor Trustee hereunder and shall be vested with all of the title to the whole property or trust estate hereunder; and

(b) that corporation or association shall be vested further, as was its predecessor, with each and every trust, remedy, power, right, duty, obligation, discretion, privilege, claim, demand, cause of action, immunity, estate, title and interest expressed or intended by this Indenture to be exercised by, vested in or conveyed to the Trustee, without the signing or filing of any instrument or document or any further act on the part of any of the parties hereto.

Any successor Trustee, however, (i) shall be a trust company or a bank having the powers of a trust company, (ii) shall be in good standing within the State, (iii) shall be duly authorized to exercise trust powers within the State, (iv) shall be subject to examination by federal or State authorities, and (v) shall have an unimpaired reported capital and surplus of not less than $50,000,000.

Section 6.06. Appointment of Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including without limitation, the laws of the State) denying or restricting the right of banks or trust companies to transact business as trustees in that jurisdiction. It is recognized that, (a) if there is litigation under this Indenture or other instruments or documents relating to the Bonds, and in particular, in case of the enforcement hereof or thereof upon a default or an Event of Default, or (b) if the Trustee should deem that, by reason of any present or future law of any jurisdiction, it may not (i) exercise any of the powers, rights or remedies granted herein to the Trustee, (ii) hold title to the properties, in trust, as granted herein, or (iii) take any action that may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an individual or additional institution as a co-Trustee. The following provisions of this Section are adopted to these ends.

In the event that the Trustee appoints an individual or additional institution as a co-Trustee, each and every trust, property, remedy, power, right, duty, obligation, discretion,

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privilege, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by, vested in or conveyed to the Trustee shall be exercisable by, vest in and be conveyed to that co-Trustee, but only to the extent necessary for it to be so vested and conveyed and to enable that co-Trustee to exercise it. Every covenant, agreement and obligation necessary to the exercise thereof by that co-Trustee shall run to and be enforceable by it.

Should any instrument or document in writing from the State reasonably be required by the co-Trustee so appointed by the Trustee for vesting and conveying more fully and certainly in and to that co-Trustee those trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens, that instrument or document shall be signed, acknowledged and delivered, but not prepared, by the State. In case any co-Trustee or a successor to it shall die, become incapable of acting, resign or be removed, all of the trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests and liens of the co-Trustee shall be exercised by, vest in and be conveyed to the Trustee, to the extent permitted by law, until the appointment of a successor to the co-Trustee.

Section 6.07. Resignation by the Trustee. The Trustee may resign at any time from the trusts created hereby by giving prior written notice of the resignation to the State, ABPC, the Registrar, any Paying Agents and any Authenticating Agents and by mailing written notice of the resignation to the Holders as their names and addresses appear on the Register at the close of business three days prior to the mailing. The resignation shall take effect only upon the appointment of a successor Trustee and the acceptance by the successor Trustee of the duties of the Trustee under this Indenture.

Section 6.08. Removal of the Trustee. The Trustee may be removed at any time by an instrument or document or concurrent instruments or documents in writing delivered to the Trustee, with copies thereof mailed to the State, ABPC, the Registrar, any Paying Agents and Authenticating Agents and signed by or on behalf of the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding.

The Trustee also may be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Indenture with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the State, or the Holders of not less than 20% in aggregate principal amount of the Bonds then outstanding under this Indenture.

Any removal of a Trustee under this Indenture shall take effect only upon the appointment of a successor Trustee and the acceptance by the successor Trustee of the duties of the Trustee under this Indenture.

Section 6.09. Appointment of Successor Trustee. If (i) the Trustee shall resign, shall be removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (ii) the Trustee shall be taken under the control of any public officer or officers, (iii) a receiver shall be appointed for the Trustee by a court or (iv) the Trustee shall have an order for relief entered in any

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case commenced by it or against it under federal bankruptcy laws or commence a proceeding under any federal or state bankruptcy, insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for ninety days, then a successor Trustee shall be appointed by the State; provided that if a successor Trustee is not so appointed within ten days after (a) a notice of resignation or an instrument or document of removal is received by the State, as provided in Sections 6.07 and 6.08 hereof, respectively, or (b) the Trustee is dissolved, taken under control, becomes otherwise incapable of acting, a receiver is appointed or any of the circumstances described in clause (iv) occur, in each case, as provided above, then, if the State shall not have appointed a successor Trustee, the Holders of a majority in aggregate principal amount of Bonds then outstanding may designate a successor Trustee by an instrument or document or concurrent instruments or documents in writing signed by or on behalf of those Holders. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within 45 days after the occurrence of an event described in clause (a) or (b) of this Section 6.09, the Holder of any Bond outstanding hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court thereupon may appoint, after such notice, if any, as such court may deem proper and prescribe, a successor Trustee.

Every successor Trustee appointed pursuant to this Section (i) shall be a trust company or a bank having the powers of a trust company, (ii) shall be in good standing within the State, (iii) shall be duly authorized to exercise trust powers within the State, (iv) shall be subject to examination by federal or state authorities, (v) shall be willing to accept the trusteeship under the terms and conditions of this Indenture, and (vi) shall have an unimpaired reported capital and surplus of not less than $50,000,000.

Every successor Trustee appointed hereunder shall sign, and acknowledge and deliver to its predecessor and the State, an instrument or document in writing accepting the appointment. Thereupon, without any further act, the successor Trustee shall become vested with all of the trusts, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles and interests of its predecessor. Upon the written request of its successor or the State, the predecessor Trustee (i) shall sign and deliver an instrument or document transferring to its successor all of the trusts, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles and interests of the predecessor Trustee hereunder, and (ii) shall take any other action necessary to duly assign, transfer and deliver to its successor all property and records (including without limitation, all money) held by it as Trustee. Should any instrument or document in writing from the State be requested by any successor Trustee for vesting and conveying more fully and certainly in and to that successor the trusts, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles and interests vested or conveyed or intended to be vested or conveyed hereby in or to the predecessor Trustee, the State shall sign, acknowledge and deliver that instrument or document.

In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any money that it may hold pursuant to this Indenture and shall cease to be Registrar, an Authenticating Agent and a Paying Agent for any of the Bonds, to the extent it served in any of

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those capacities. The successor Trustee shall become custodian and, if applicable, Registrar, an Authenticating Agent and a Paying Agent.

Section 6.10. Adoption of Authentication. In case any of the Bonds shall have been authenticated, but shall not have been delivered, any successor Trustee, Registrar or Authenticating Agent may adopt the certificate of authentication of any predecessor Trustee, Registrar or Authenticating Agent and may deliver those Bonds so authenticated as provided herein. In case any Bonds shall not have been authenticated, any successor Trustee, Registrar or Authenticating Agent may authenticate those Bonds either in the name of any predecessor or in its own name. In all cases, the certificate of authentication shall have the same force and effect as provided in the Bonds or in this Indenture with respect to the certificate of authentication of the predecessor Trustee, Registrar or Authenticating Agent.

Section 6.11. Registrars. (a) Succession. Anything herein to the contrary notwithstanding, any corporation or association (i) into which a Registrar may be converted or merged, (ii) with which a Registrar or any successor to it may be consolidated, or (iii) to which it may sell or transfer all or substantially all of its corporate trust business and assets, or any corporation or association resulting from any such conversion, merger, consolidation, sale or transfer, ipso facto, shall be and become the successor Registrar of that Registrar hereunder and shall be vested with each and every power, right, duty, obligation, discretion and privilege expressed or intended by this Indenture to be exercised by or vested in the predecessor Registrar, without the signing or filing of any instrument or document or any further act on the part of any of the parties hereto.

(b)     Resignation. A Registrar may resign at any time by giving written notice of its resignation specifying the date that resignation is to take effect, to the State, ABPC and the Trustee and to each Paying Agent and Authenticating Agent for those series of Bonds, at least 60 days before the resignation is to take effect. The resignation shall take effect immediately, however, upon the appointment of a successor Registrar, if the successor Registrar is appointed and accepts that appointment before the time stated in the notice.

(c)     Removal. The Registrar may be removed at any time by an instrument or document or concurrent instruments or documents in writing delivered to the Registrar, with copies thereof mailed to the State, ABPC and the Trustee, and signed by or on behalf of the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding.

(d)     Appointment of Successors. If (i) a Registrar shall resign, shall be removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (ii) a Registrar shall be taken under the control of any public officer or officers, (iii) a receiver shall be appointed for a Registrar by a court, or (iv) a Registrar shall have an order for relief entered in any case commenced by or against it under the federal bankruptcy laws or commence a proceeding under any federal or state bankruptcy, insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 days, then a successor Registrar shall be appointed by an Authorized Officer, with the written consent of the Trustee; provided that if a successor Registrar is not so appointed within ten days after (a) a notice of resignation or an

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instrument or document of removal is received by the State, as provided above, or (b) the Registrar is dissolved, taken under control, becomes otherwise incapable of acting, a receiver is appointed or any of the circumstances described in clause (iv) occur, in each case, as provided above, then, if an Authorized Officer shall not have appointed a successor Registrar, the Trustee or the Holders of a majority in aggregate principal amount of Bonds then outstanding may designate a successor Registrar by an instrument or document or concurrent instruments or documents in writing signed by the Trustee, or in the case of the Holders, by or on behalf of those Holders.

Every successor Registrar appointed hereunder shall sign and acknowledge, and shall deliver to its predecessor, the State, ABPC and the Trustee, an instrument or document in writing accepting the appointment. Thereupon, without any further act, the successor shall become vested with all of the powers, rights, duties, obligations, discretions and privileges of its predecessor. Upon the written request of its successor or the State, a predecessor Registrar (i) shall sign and deliver an instrument or document transferring to its successor all of the powers, rights, duties, obligations, discretions and privileges of it as predecessor Registrar hereunder, and (ii) shall take any other action necessary to duly assign, transfer and deliver to its successor all property and records (including without limitation, the Register and any canceled Bonds) held by it as Registrar. Should any instrument or document in writing from the State be requested by any successor Registrar for vesting and conveying more fully and certainly in and to that successor the powers, rights, duties, obligations, discretions and privileges, vested or conveyed or intended to be vested or conveyed hereby in or to a predecessor Registrar, the State shall sign, acknowledge and deliver that instrument or document.

The provisions of Sections 3.06 and 6.02(c), (d), (h) and (i) shall be applicable to the Registrar.

Section 6.12. Designation and Succession of Paying Agents. The Trustee and any other Paying Agents designated in the Supplemental Indenture for a series of Bonds shall be Paying Agents for that series of Bonds. With the consent of the State, the Trustee may appoint, and upon the request of the State the Trustee shall appoint, a Paying Agent or Agents with power to act on its behalf and subject to its direction in the payment of Debt Service on any series of Bonds. It is the responsibility of the Trustee to establish the duties and responsibilities of any Paying Agent for the purposes of this Indenture to the extent not specified herein.

Any agreement between the Trustee and a Paying Agent shall provide, without limitation, that such Paying Agent will (i) hold all amounts held by it for the payment of principal of or interest or any premium on Bonds in trust for the benefit of the Holders entitled thereto until such amounts shall be paid to such Holders or otherwise disposed of as herein provided, and (ii) at any time during the continuance of an Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all amounts so held in trust by such Paying Agent.

Any corporation or association with or into which any Paying Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, consolidation or conversion to which any Paying Agent shall be a party, or any corporation or association succeeding to all or substantially all of the corporate trust business of any Paying Agent, shall be the successor of that Paying Agent hereunder, if that successor corporation

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or association is otherwise eligible hereunder, without the signing or filing of any paper or any further act on the part of the parties hereto or the Paying Agent or that successor corporation or association.

Any Paying Agent may resign at any time by giving written notice of resignation to the Trustee, to the Registrar, ABPC and to the State. The Trustee may terminate the agency of any Paying Agent at any time by giving written notice of termination to such Paying Agent, to the Registrar, ABPC and to the State. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Paying Agent shall cease to be eligible under this Section, the Trustee may appoint a successor Paying Agent. The Trustee shall give written notice of appointment of a successor Paying Agent to the State, ABPC and the Registrar and shall mail notice thereof, within ten days after that appointment, to all Holders as their names and addresses appear on the Register on the date of that appointment.

The Trustee shall pay to any Paying Agent from time to time reasonable compensation as authorized in Section 6.03 hereof for its services, and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.03 hereof.

The provisions of Section 3.05 and Section 6.02(c), (d) and (h) hereof shall be applicable to any Paying Agent.

Section 6.13. Designation and Succession of Authenticating Agents. With the consent of the State, the Trustee may appoint, and upon the request of the State the Trustee shall appoint, an Authenticating Agent or Agents, in addition to the Registrar, with power to act on its behalf and subject to its direction in the authentication and delivery of Bonds in connection with transfers and exchanges under Sections 3.06 and 4.02 hereof. For all purposes of this Indenture, the authentication and delivery of Bonds by an Authenticating Agent pursuant to this Section shall be deemed to be authentication and delivery of those Bonds by the Trustee.

Any corporation or association with or into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or association succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of that Authenticating Agent hereunder if that successor corporation or association is otherwise eligible hereunder, without the signing or filing of any paper or any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation.

Any Authenticating Agent may resign at any time by giving written notice of resignation to the Trustee, to the Registrar, ABPC and to the State. The Trustee may terminate the agency of any Authenticating Agent at any time by giving written notice of termination to such Authenticating Agent, to the Registrar, ABPC and to the State. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Trustee may appoint a successor Authenticating Agent. The Trustee shall give written notice of appointment of a successor Authenticating Agent to the State,

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ABPC and the Registrar and shall mail notice thereof, within ten days after that appointment, to all Holders as their names and addresses appear on the Register on the date of that appointment.

The Trustee shall pay to any Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, subject to Section 6.03 hereof.

The provisions of Sections 3.06 and paragraphs (b), (c), (d), (h) and (i) of Section 6.02 shall be applicable to any Authenticating Agent.

Section 6.14. Dealing in Bonds. The Trustee, any Registrar, any Paying Agent and any Authenticating Agent, their affiliates, and any directors, officers, employees or agents thereof, in good faith, may become the owners of Bonds secured hereby with the same rights that it or they would have hereunder if the Trustee, the Registrar, Paying Agents or Authenticating Agents did not serve in those capacities.

Section 6.15. Representations and Covenants of Trustee. The Trustee hereby represents that it is duly organized and validly existing as a national banking association under the laws of the United States, in good standing and duly authorized to exercise corporate trust powers in the State, and with an unimpaired reported capital and surplus of not less than $50,000,000. The Trustee covenants that it will take such action, if any, as is necessary to remain in good standing and duly authorized to exercise corporate trust powers in the State and that it will maintain an unimpaired reported capital and surplus of not less than $50,000,000. Subject to this Article VI, the Trustee accepts and agrees to observe and perform the duties and obligations of the Trustee to which reference is made in this Indenture.

Section 6.16. Right of Trustee to Pay Taxes and Other Charges. The Trustee is authorized, but not obligated, to advance funds whenever necessary and advisable to do so because of the failure of the State to observe or perform any covenant or agreement under this Indenture. The making by the Trustee of those advances shall not constitute a waiver of, and shall not prejudice, any rights of the Trustee or the Holders against the State for failure of the State to do so.

Whenever the Trustee shall have received a written notice from the Holders of not less than 25% in aggregate principal amount of the Bonds then outstanding requesting it to take any action, including the making of advances or expenditures, authorized by the provisions of this Indenture, and shall have been offered indemnity as provided in Section 6.02(j) of this Indenture, and shall have refused to take or, for a period of 60 days shall not have taken, that action, then the Holders making the request are hereby authorized to take that action and shall be entitled to the same rights and remedies as the Trustee would have been entitled if that action had been taken by the Trustee.

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Section 6.17. State’s Right to Audit. The State may demand an accounting by the Trustee, any Registrar and any Paying Agent of the funds and investments of the State held by them, and the Trustee, Registrar or Paying Agent, as the case may be, shall respond within ten business days to any request by the State for such an accounting. The State may have an audit of the bonds and accounts of the Trustee, Registrar and Paying Agent performed by an independent firm of certified public accountants relevant to the funds and investments of the State held by them. The cost of that audit shall be paid by the State unless the audit demonstrates that a material error was made by the Trustee, Registrar or Paying Agent in the handling of the funds and investments of the State hereunder, in which case the cost of the audit shall be paid by the Trustee, Registrar or Paying Agent, as the case may be.

(End of Article VI)

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ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.01. Events of Default. The occurrence of any of the following events is defined as and declared to be and to constitute an Event of Default under this Indenture:

(a) Failure to pay interest on any Bond when and as that interest shall become due and payable;

(b) Failure to pay the principal of or any premium on any Bond when and as that principal or premium shall become due and payable, whether at stated maturity, by redemption, pursuant to any Mandatory Sinking Fund Requirements or otherwise;

(c) Failure by the State to observe or perform any other covenant, agreement or obligation of the State contained in this Indenture or in the Bonds and the continuation of that failure for a period of 90 days after written notice of that failure is given to the State, which notice may be given by the Trustee in its discretion and shall be given by the Trustee at the written request of the Holders of not less than 25% in aggregate principal amount of Bonds then outstanding; provided that if the failure is other than the payment of money and is of such nature that it can be corrected but not within the applicable period, then, that failure shall not constitute an Event of Default so long as the State institutes curative action within the applicable period and diligently pursues that action to completion;

(d) The occurrence and continuance of an Event of Default under Section 20 of the Lease or under the APCOA Guaranty affecting timely payment of Debt Service on the Bonds or the application of Garage Gross Receipts; or

(e) Acceleration of the payment of principal of any Parity Obligations resulting from an event of default with respect to such Party Obligations or otherwise.

The term “default” or “failure” as used in this Article means a default or failure by the State in the observance or performance of any of the covenants, agreements or obligations on its part to be observed or performed contained in this Indenture or in the Bonds, exclusive of any period of grace or notice required to constitute a default or failure an Event of Default, as provided above.

Notwithstanding the foregoing, if, by reason of Force Majeure, the State is unable to observe or perform any covenant, agreement or obligation that would give rise to an Event of Default under Section 7.01(c) hereof, the State shall not be deemed in default during the continuance of such inability. However, the State promptly shall give notice to the Trustee of the existence of an event of Force Majeure and shall use its best efforts to remove the effects thereof; provided that the settlement of strikes or other such disturbances shall be entirely within its discretion.

The term Force Majeure shall mean, without limitation, the following:

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(a) acts of God; strikes, lockouts or other such disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or of the State or any of their departments, agencies, political subdivisions or officials, except the State or its officials, or any civil or military authority; insurrections; civil disturbances; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; tornadoes; storms; droughts; floods; arrests; restraint of government and people; explosions; breakage; malfunction or accident to facilities, machinery, transmission pipes or canals; partial or entire failure of utilities serving the Garage; shortages of labor, materials, supplies or transportation; or

(b) any cause, circumstance or event not reasonably within the control of the State.

The declaration of an Event of Default under this Section and the exercise of remedies upon any such declaration shall be subject to any applicable limitations of bankruptcy laws affecting or precluding such declaration or exercise during the pendency of or immediately following any insolvency, bankruptcy, liquidation or reorganization proceedings.

Section 7.02. Notice of Default. If an Event of Default shall occur, the Trustee shall give written notice of the Event of Default, by registered or certified mail, to the State, ABPC, the Registrar, every Paying Agent and every Authenticating Agent within five days after the Trustee has knowledge of the Event of Default. If an Event of Default occurs of which the Trustee has notice pursuant to this Indenture, the Trustee shall give written notice thereof, within 30 days after the Trustee’s receipt of notice of its occurrence, to the Holders of all Bonds then outstanding as shown by the Register at the close of business 15 days prior to the mailing of that notice; provided that, except in the case of a default in the payment of the principal of or interest or any premium on any Bond or in the payment of any Mandatory Sinking Fund Requirements, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of notice to the Holders is in the interests of the Holders.

Section 7.03. Remedies; Rights of Holders. Subject to the provisions of Section 7.11 hereof, upon the occurrence and continuance of an Event of Default, the Trustee may pursue any available remedy to enforce the payment of Debt Service or the observance and performance of any other covenant, agreement or obligation under this Indenture, the Lease, the APCOA Guaranty, the Security Agreements, any letter of credit or any other instrument providing security, directly or indirectly, for the Bonds. For the avoidance of doubt, this Article VII, among other provisions of this Indenture, has been modified with respect to the Series 2000 Bonds by the First Supplemental Indenture, including Section 8 thereof.

If, upon the occurrence and continuance of an Event of Default, the Trustee is requested so to do by the Holders of at least 25% in aggregate principal amount of Bonds then outstanding, the Trustee (subject to the provisions of Sections 6.01 and 6.02 and particularly paragraph 6.01(c)(iv) and Subsection 6.02(j) of those Sections, the provisions of Section 7.10 hereof and to any direction by the Holders of a majority of the aggregate principal amount of the Bonds then outstanding as to the method and place of conducting proceedings to be taken in connection

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with the enforcement of the terms and conditions of this Indenture), shall exercise any rights and powers conferred by Article VII of this Indenture.

No remedy conferred upon or reserved to the Trustee (or to the Holders) by this Indenture is intended to be exclusive of any other remedy. Each remedy shall be cumulative and shall be in addition to every other remedy given hereunder or otherwise to the Trustee or to the Holders or now or hereafter existing.

No delay in exercising or omission to exercise any remedy, right or power accruing upon any default or Event of Default shall impair that remedy, right or power or shall be construed to be a waiver of any default or Event of Default or acquiescence therein. Every remedy, right and power may be exercised from time to time and as often as may be deemed to be expedient.

No waiver of any default or Event of Default hereunder, whether by the Trustee or by the Holders, shall extend to or shall affect any subsequent default or Event of Default or shall impair any remedy, right or power consequent thereon.

In exercising any remedy, right or power hereunder, the Trustee shall take any action that would best serve the interests of the Holders in the judgment of the Trustee, applying the standards described in Sections 6.01 and 6.02 hereof.

Section 7.04. Right of Holders to Direct Proceedings. Anything to the contrary in this Indenture notwithstanding, the Holders of a majority in aggregate principal amount of Bonds then outstanding shall have the right at any time to direct, by an instrument or document or instruments or documents in writing signed and delivered to the Trustee, the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture or any other proceedings hereunder; provided that (i) any direction shall not be other than in accordance with the provisions of law and of this Indenture, (ii) any direction shall be subject to the provisions of Sections 6.01 and 6.02 hereof and particularly Sections 6.01(c)(iv) and 6.02(j), and (iii) the Trustee may take any other action that it deems to be proper and that is not inconsistent with the direction.

Section 7.05. Appointment of Receiver. If an Event of Default shall have occurred and be continuing, the Trustee shall be entitled, as a matter of right and to the extent permitted by applicable law, to the appointment of a receiver for all or any part of the Garage and all of the Pledged Revenues, and the State hereby consents to the appointment of such a receiver and covenants not to oppose any such appointment.

Whenever there shall have been commenced or shall be pending any litigation in any court having jurisdiction thereof, to which the State shall be a party, involving the operation or administration of the Garage or the wrongful performance or failure to perform any of the terms and conditions of this Indenture or if an Event of Default shall occur or shall have occurred and be continuing, the court having jurisdiction of the cause may appoint a receiver to administer and operate the Garage on behalf of the State with full power to pay and to provide for the payment of Garage Operating Expenses and Debt Service, and to apply the income and revenue derived from that operation, including the Funds created under this Indenture in the custody of the State, in

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accordance with the provisions of this Indenture and of the Bonds, and with such other powers, subject to the direction of the court, as are accorded to receivers in general equity cases; provided that the power of the receiver to make provision for the payment of Debt Service as aforesaid shall not be construed as including power to pledge the general credit of the State or its taxing power to the payment of such Debt Service.

Section 7.06. Application of Money. After payment of any fees of, and all costs, expenses, liabilities and advances paid, incurred or made by, the Trustee in the collection of money pursuant to any right given or action taken under the provisions of this Article VII (including without limitation, reasonable attorneys’ fees and expenses, except as limited by law or judicial order or decision entered in any action taken hereunder), together with all Garage Operating Expenses, all money received by the Trustee (including any money remaining in the Pledged Funds and accounts therein created hereunder), shall be deposited in separate accounts of the Garage Gross Receipts Fund and disbursed to sub-accounts to be established for the payment of outstanding Bonds and other obligations in accordance with the security given for their payment; provided that any money received by the Trustee on account of the Surface Parking or Surface Parking Gross Receipts shall be transferred to the Custodian for deposit and application pursuant to the Custody Agreement. Amounts in such subaccounts for the payment of Subordinate Bonds or Parity Obligations shall be disbursed in accordance with the applicable Supplemental Indenture or other document or instrument evidencing such obligations. Amounts in the sub-accounts for Parity Bonds shall be disbursed as follows, subject to any provision made pursuant to Sections 3.10 and 4.04 hereof:

(a) All of that money shall be deposited in the Debt Service Fund and shall be applied:

First — To the payment to the Holders entitled thereto of all installments of interest then due on the Parity Bonds, in the order of the dates of maturity of the installments of that interest, beginning with the earliest date of maturity and, if the amount available is not sufficient to pay in full any particular installment, then to the payment thereof ratably, according to the amounts due on that installment, to the Holders entitled thereto, without any discrimination or privilege, except as to any difference in the respective rates of interest specified in the Parity Bonds and except as to the security given for the particular series of Parity Bonds; and

Second — To the payment to the Holders entitled thereto of the unpaid principal of any of the Parity Bonds that shall have become due (other than Parity Bonds previously called for redemption for the payment of which money is held pursuant to the provisions of this Indenture), whether at stated maturity, by redemption or pursuant to any Mandatory Sinking Fund Requirements, in the order of their due dates, beginning with the earliest due date, with interest on those Parity Bonds from the respective dates upon which they became due at the rates specified in those Parity Bonds, and if the amount available is not sufficient to pay in full all Parity Bonds due on any particular date, together with that interest, then to the payment thereof ratably,

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according to the amounts of principal and interest due on that date, to the Holders entitled thereto, without any discrimination or privilege, except as to any difference in the respective rates of interest specified in the Parity Bonds.

(b) Whenever money is to be applied pursuant to the provisions of this Section, that money shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard for the amount of money available for application and the likelihood of additional money becoming available for application in the future. Whenever the Trustee shall direct the application of that money, it shall fix the date upon which the application is to be made, and upon that date, interest shall cease to accrue on the amounts of principal, if any, to be paid on that date, provided the money is available therefor. The Trustee shall give notice of the deposit with it of any money and of the fixing of that date, all consistent with the requirements of Section 3.05 hereof for the establishment of, and for giving notice with respect to, a Special Record Date for the payment of overdue interest. The Trustee shall not be required to make payment of principal of and any premium on a Bond to the Holder thereof, until the Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if it is to be paid fully.

(c) Whenever all Debt Service shall have been paid under the provisions of this Section and all expenses and charges of the Trustee, the Registrar, the Authenticating Agents and the Paying Agents have been paid, any balance remaining in the Debt Service Fund shall be paid respectively into the other Funds to make up any deficiency existing in any such Funds under the terms of this Indenture, or if all Bonds shall be deemed to have been paid and discharged under this Indenture, then shall be paid to the State unless other provision is made therefor by the State.

Section 7.07. Remedies Vested in Trustee. All rights of action (including without limitation, the right to file proof of claims) under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto. Any suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining any Holders as plaintiffs or defendants. Any recovery of judgment shall be for the benefit of the Holders of the outstanding Bonds, subject to the provisions of this Indenture.

Section 7.08. Rights and Remedies of Holders. A Holder shall not have any right to institute any suit, action or proceeding for the enforcement of this Indenture, for the execution of any trust hereof, or for the exercise of any other remedy hereunder, unless:

(a) there has occurred and is continuing an Event of Default of which the Trustee has been notified, as provided in Section 6.02(f) hereof, or of which it is deemed to have notice thereunder,

(b) the Holders of at least a majority in aggregate principal amount of Bonds then outstanding shall have made written request to the Trustee and shall have afforded the Trustee reasonable opportunity to proceed to exercise the remedies, rights and powers

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granted herein or to institute the suit, action or proceeding in its own name, and shall have offered indemnity to the Trustee as provided in Sections 6.01 and 6.02 hereof, and

(c) the Trustee, for 60 days thereafter, shall have failed or refused to exercise the remedies, rights and powers granted herein or to institute the suit, action or proceeding in its own name.

At the option of the Trustee, such notification (or notice), request, opportunity and offer of indemnity are conditions precedent in every case, to the institution of any suit, action or proceeding described above.

No one or more Holders of the Bonds shall have any right to affect, disturb or prejudice in any manner whatsoever the security or benefit of this Indenture by its or their action, or to enforce, except in the manner provided herein, any remedy, right or power hereunder. Any suit, action or proceedings shall be instituted, had and maintained in the manner provided herein for the benefit of the Holders of all Bonds then outstanding.

Nothing in this Indenture shall affect or impair, however, the right of any Holder to enforce the payment of the Debt Service on any Bond owned by that Holder at and after the maturity thereof, at the place, from the sources and in the manner expressed in that Bond.

Section 7.09. Termination of Proceedings. If the Trustee shall have proceeded to enforce any remedy, right or power under this Indenture in any suit, action or proceedings, and the suit, action or proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then the State, the Trustee and the Holders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as if no suit, action or proceedings had been taken.

Section 7.10. Waivers of Events of Default. Except as hereinafter provided, the Trustee shall waive any Event of Default hereunder and its consequences upon the written request of the Holders of

(a) at least a majority in aggregate principal amount of all Bonds then outstanding in respect of which an Event of Default in the payment of Debt Service exists, or

(b) at least 25% in aggregate principal amount of all Bonds then outstanding, in the case of any other Event of Default.

Such written request shall take priority over other actions requested or authorized by the Holders.

There shall not be so waived, however, any Event of Default described in paragraph (a) or (b) of Section 7.01 hereof, unless at the time of that waiver, payments of, plus interest to the extent permitted by law on any overdue installments of interest at the rate borne by the Bonds in respect of which the default shall have occurred, shall have been duly paid or provision shall have been duly made therefor by deposit with the Trustee or Paying Agents. If such a waiver shall occur,

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or any suit, action or proceedings taken by the Trustee on account of any Event of Default shall have been discontinued, abandoned or determined adversely to it, then the State, the Trustee and the Holders shall be restored to their former positions and rights hereunder, respectively. No waiver or rescission shall extend to any subsequent or other Event of Default or impair any right consequent thereon.

Section 7.11. No Claims Against Trustee. Nothing contained in this Indenture shall constitute any request by the Trustee, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Garage or any part thereof, or be construed to give the State any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would provide the basis for any claim either against the Trustee or that any lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the lien of this Indenture.

Section 7.12. Provisions Subject to Applicable Law. All rights, powers and remedies provided herein may be exercised only to the extent that the exercise thereof does not violate any applicable law, and are intended to be limited to the extent necessary so that they will not render this Indenture invalid, unenforceable or not entitled to be recorded, registered or filed under any applicable law.

(End of Article VII)

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ARTICLE VIII

REPRESENTATIONS, COVENANTS AND AGREEMENTS OF THE STATE

Section 8.01. Representations; Certain Covenants and Agreements.

(a) The State represents and warrants that

(i) It is duly authorized by the Constitution and laws of the State and the Act to execute and deliver this Indenture and to provide the security for payment of the Debt Service in the manner and to the extent set forth in this Indenture.

(ii) All actions required on its part to be performed for the execution and delivery of this Indenture have been or will be taken.

(iii)  Bonds issued hereunder will be valid and enforceable special obligations of the State according to their terms; provided that the Bonds shall not be payable from nor charged upon any funds other than the Pledged Revenues or other receipts, funds or moneys pledged therefor pursuant to this Indenture, nor shall the State or any political subdivision thereof be subject to any liability thereon except to the extent of such pledged revenues, receipts, funds and moneys.

(b) In addition to any other covenants and agreements of the State contained in this Indenture, the State further covenants and agrees with the Holders and the Trustee as follows:

(i) Payment of Debt Service. The State will pay all Debt Service, or cause it to be paid, solely from the sources provided herein, on the dates, at the places and in the manner provided in this Indenture.

(ii) Performance of Covenants and Agreements. The State will observe and perform faithfully at all times all covenants, agreements, authority, actions, undertakings, stipulations and provisions to be observed or performed on its part under the Lease, this Indenture, the Supplemental Indenture and the Bonds that are executed, authenticated and delivered under this Indenture.

(iii) Register. The State agrees that at reasonable times and under reasonable regulations established by the Registrar, the Register may be inspected and copied by the Trustee, by the State, by Holders of 25% or more in aggregate principal amount of the Bonds then outstanding, or a designated representative thereof.

(iv) Enforcement of State’s Obligations. Each obligation of the State required to be undertaken pursuant to this Indenture and the Bonds is binding upon the State, and upon each officer or employee thereof as from time to time may have

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the authority under law to take any action on behalf of the State that may be necessary to perform all or any part of that obligation.

(v) Enforcement of Lease and APCOA Guaranty. The State agrees that it will strictly enforce in all material respects the terms and provisions of the Lease and the APCOA Guaranty and the State acknowledges that the Holders and the Bond Insurer have relied on the State’s agreement in this sentence.

Section 8.02. Title to Garage. The State is the owner, free and clear of liens and encumbrances other than Permitted Encumbrances, of good and marketable title in fee simple to the Garage, and of sufficient other interests in or rights to use the other real property on which the Garage will be are located, to permit the State to use the Garage as intended and to operate the Garage fully, effectively and efficiently.

Section 8.03. After-Acquired Property, Further Assurances. All property and rights of every kind, real, personal or mixed, tangible or intangible, that may be acquired by the State out of the Pledged Revenues or used directly in connection with the Garage or any Improvements after the date hereof, and all such property constituting Pledged Revenues or deposited in any Pledged Fund, shall become and be subject to this Indenture immediately upon the acquisition or deposit thereof, without any further pledge or assignment, as fully and completely as though now owned by the State and specifically described and pledged in the granting clauses hereof. At any and all times the State will do, execute, acknowledge and deliver, or shall cause to be done, all such further acts and things, and cause to be executed, acknowledged and delivered all such further pledges, assignments and assurances for the better pledging, assigning, assuring and confirming unto the Trustee any and all properties and rights hereby pledged and assigned or intended to be pledged and assigned, as the Trustee may reasonably require for better accomplishing the provisions and purposes of this Indenture, and for securing the payment of the Debt Service.

Section 8.04. Special Covenants of the State. (a) The State covenants that it at all times shall manage the operation of the Garage, any Improvements, other structured parking facilities located on the Airport and the Surface Parking in such manner so as to result, and at all times shall maintain rates for parking at the Garage, any Improvements, other structured parking facilities located on the Airport and the Surface Parking sufficient to result, during each Lease Year in Garage Gross Receipts to be generated in such amount to permit compliance with the Garage Coverage Ratio for such Lease Year. If for any Lease Year, as shown in the audited financial statements prepared for such Lease Year in accordance with Section 7(e) of the Lease, the Garage Coverage Ratio has not been met, the State, together with ABPC, shall promptly adjust rates for parking at, or make other appropriate changes in the operations of, the Garage, any Improvements, other structured parking facilities located on the Airport and/or the Surface Parking such that the Garage Coverage Ratio is projected to be met for the then-current Lease Year.

(b) The State covenants that, other than as Improvements financed by the issuance of Parity Bonds, it shall not establish other structured parking facilities at the Airport available for general use by users of the Airport except in compliance with the requirements of Section 15(b) of the Lease and only with the consent of the Bond Insurer. The State may establish other structured parking facilities at the Airport (including, but not limited to, parking for an Airport

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hotel) which are not available for general use by users of the Airport, provided that the rate schedule for parking at any such structured parking facilities at all times shall be higher than the applicable rate schedule for parking at the Garage.

(c) The Lease and the APCOA Guaranty may be terminated upon the occurrence of certain events specified in the Lease and in accordance with the provisions thereof. In the event that the Lease is terminated as permitted thereby, and the Garage and any other Improvements are to continue in operation, the State covenants that it shall use its best efforts so that at all times thereafter while the Bonds are outstanding either:

(i)   the State shall have entered into and there shall be in force a substitute lease or operating agreement with a qualified operator or lessee to operate the Garage and any Improvements or

(ii)  the State shall operate the Garage and any Improvements itself, if permitted by law and the Bradley Airport Parity Bond Indenture, in each case in such manner so that the Garage and any Improvements are continued to be operated as public parking facilities at the Airport producing Pledged Revenues which are deposited on a timely basis with the Trustee in accordance with this Indenture. In the event that the State enters into a substitute lease or operating agreement for the operation of the Garage and any Improvements, or determines to operate the Garage and any Improvements itself, the State shall cause to be delivered to the Trustee a certificate or report of the Consultant evidencing that operating the Garage and any Improvements in such manner will not adversely affect the ability of the State to comply with the first sentence of Section 8.01(a) hereof. Any such certificate or report of the Consultant shall be delivered no later than 60 days after the effective date of any such substitute lease or operating agreement or the effective date that the State assumes operational control of the Garage and any Improvements.

(d) If (i) an order for relief to the detriment of the State or the Trustee is issued in a United States Bankruptcy Court matter commenced by or against ABPC and/or APCOA, or (ii) the State is prevented from terminating the Lease under the terms of an order or other action of a United States Bankruptcy Court, or (iii) during the pendency of any such bankruptcy matter, ABPC and/or APCOA materially fail to perform their obligations under the Lease and/or the APCOA Guaranty, respectively, then in any such event the State shall immediately take all appropriate action necessary to obtain relief under the Bankruptcy Code, to the extent necessary, including but not limited to that afforded by Section 365 of the Bankruptcy Code.

(End of Article VIII)

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ARTICLE IX

DEFEASANCE

Section 9.01. Release of Indenture. If (i) the State shall pay all of the outstanding Bonds, or shall cause them to be paid and discharged, or if there otherwise shall be paid to the Holders of the outstanding Bonds, all Debt Service due or to become due thereon, and (ii) provision also shall be made for the payment of all other amounts payable hereunder, including all fees and expenses of the Trustee, then this Indenture shall cease, determine and become null and void (except for those provisions surviving by reason of Section 9.03 hereof in the event the Bonds are deemed paid and discharged pursuant to Section 9.02 hereof), and the covenants, agreements and obligations of the State hereunder shall be released, discharged and satisfied.

Thereupon, and subject to the provisions of Section 9.02 hereof, if applicable,

(i) the Trustee shall release this Indenture (except for those provisions surviving by reason of Section 9.03 hereof in the event the Bonds are deemed paid and discharged pursuant to Section 9.02 hereof) and shall sign and deliver to the State any instruments or documents in writing as shall be requisite to evidence that release and discharge or as reasonably may be requested by the State, and

(ii) the Trustee and any other Paying Agents shall assign and deliver to the State any property then subject to the lien of this Indenture and which then may be in their possession, except amounts in the Debt Service Fund required to be held by the Trustee and the Paying Agents under Section 3.10 hereof or otherwise for the payment of Debt Service.

Section 9.02. Payment and Discharge of Bonds. All or any part of the Bonds or any series of Bonds shall be deemed to have been paid and discharged within the meaning of this Indenture, including without limitation, Section 9.01 hereof, if:

(a) the Trustee as paying agent and any Paying Agents shall have received, in trust for and irrevocably committed thereto, sufficient cash, or

(b) the Trustee shall have received, in trust for and irrevocably committed thereto, Government Obligations that are certified by an independent public accounting firm or verification firm of national reputation to be of such maturities or redemption dates and interest payment dates, and to bear such interest, as will be sufficient together with any money to which reference is made in paragraph (a) of this Section 9.02, without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom (which earnings are to be held likewise in trust and so committed, except as provided herein),

for the payment of all Debt Service on those Bonds, at their maturity or redemption dates, as the case may be, or if a default in payment shall have occurred on any maturity or redemption date, then for the payment of all Debt Service thereon to the date of the tender of payment; provided that if any

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of those Bonds are to be redeemed prior to the maturity thereof, notice of that redemption shall have been duly given or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of that notice.

Any money held by the Trustee in accordance with, the provisions of this Section may be invested by the Trustee only in Government Obligations having maturity dates, or having redemption dates which, at the option of the holder of those obligations, shall be not later than the date or dates at which money will be required for the purposes described above. To the extent that any income or interest earned by, or increment to, the investments held under this Section is determined from time to time by the Trustee to be in excess of the amount required to be held by the Trustee for the purposes of this Section, that income, interest or increment shall be transferred at the time of that determination to the State free of any trust or lien.

Prior to any discharge of Bonds hereunder being effective, there shall be delivered to the Trustee and the State an opinion of nationally recognized bond counsel to the effect that the discharge of such Bonds will not result in the interest on any Bonds becoming includable in the gross income of the Holders thereof for federal income tax purposes (to the extent those Bonds were issued on the basis that the interest thereon was excluded from gross income of the Holders for federal income tax purposes).

If any Bonds shall be deemed paid and discharged pursuant to this Section 9.02, the Trustee shall cause a written notice to be given within 15 days after such Bonds are so deemed paid and discharged to each Holder as shown on the Register on the date on which such Bonds are deemed paid and discharged. Such notice shall state the numbers of the Bonds deemed paid and discharged or state that all Bonds of a particular series are deemed paid and discharged, set forth a description of the obligations held pursuant to paragraph (b) of this Section 9.02 and specify any date or dates on which any of the Bonds are to be called for redemption pursuant to notice of redemption given or irrevocable provisions made for such notice pursuant to the first paragraph of this Section 9.02. The State may reserve the right to substitute obligations held pursuant to paragraph (b) of this Section 9.02 with other obligations meeting the requirements of this Section, provided that such notice shall state that the State has reserved such right; provided further that, prior to such substitution, there shall be delivered to the State and the Trustee an opinion of nationally recognized bond counsel to the effect that such substitution is legal under applicable law and is permitted by this Indenture and will not result in the interest on any Bonds becoming includable in the gross income of the Holders thereof for federal income tax purposes (to the extent those Bonds were issued on the basis that the interest thereon was excluded from gross income of the Holders for federal income tax purposes).

Section 9.03. Survival of Certain Provisions. Notwithstanding the foregoing, any provisions of the Supplemental Indenture and this Indenture that relate to:

(a)the maturity of Bonds,

(b)the interest payments and dates thereof,

(c)the optional and mandatory redemption provisions,

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(d)the credit against Mandatory Sinking Fund Requirements,

(e)the exchange, transfer and registration of Bonds,

(f)the replacement of mutilated, destroyed, lost or stolen Bonds,

(g)the safekeeping and cancellation of Bonds,

(h)the non-presentment of Bonds,

(i)the holding of money in trust,

(j)the payment or reimbursement of fees, charges and expenses of the Trustee, the Registrar and any Paying Agents and Authenticating Agents,

(k)the repayments to the State from the Debt Service Fund,

(l)covenants with respect to maintaining tax status of the Bonds,

(m)the duties of the State, the Trustee and the Registrar in connection with all of the foregoing, and

(n)the Trustee’s rights described in Sections 6.01 and 6.02,

shall remain in effect and be binding upon the State, the Trustee, the Registrar, the Authenticating Agents, the Paying Agents and the Holders notwithstanding the release and discharge of this Indenture. The provisions of this Article shall survive the release, discharge and satisfaction of this Indenture.

(End of Article IX)

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ARTICLE X

SUPPLEMENTAL TRUST INDENTURES

Section 10.01. Supplemental Trust Indentures Not Requiring Consent of Holders. The State and the Trustee may enter into indentures supplemental to this Indenture as shall not be inconsistent with the terms and provisions hereof, without the consent of or notice to any of the Holders for any one or more of the following purposes:

(a) To cure any ambiguity, inconsistency or formal defect or omission in this Indenture;

(b) To grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority that lawfully may be granted to or conferred upon the Holders or the Trustee;

(c) To assign additional revenues under this Indenture;

(d) To add to the covenants and agreements of the State under this Indenture other covenants and agreements thereafter to be observed for the protection of the Holders, or to surrender or limit any right, power or authority herein reserved to or conferred upon the State in this Indenture, including without limitation, the limitation of rights of redemption so that in certain instances Bonds of different series will be redeemed in some prescribed relationship to one another for the protection of the Holders of a particular series of Bonds;

(e) To authorize the issuance of a series of Bonds and to prescribe the terms, forms and details thereof not inconsistent with this Indenture;

(f) To make necessary or advisable amendments or additions in connection with the issuance of Bonds as do not adversely affect the interests of Holders of outstanding Bonds;

(g) To permit the use of a book entry system to identify the owner of an interest in a Bond issued by the State under this Indenture, whether that obligation was formerly, or could be, evidenced by a physical security and to facilitate (i) the transfer of Bonds from one Depository to another, (ii) the succession of Depositories or (iii) the withdrawal of Bonds issued to a Depository for use in a book entry system and the issuance of replacement Bonds in fully registered form to others than a Depository;

(h) To permit the Trustee to comply with any obligations imposed upon it by law;

(i) To specify further the duties and responsibilities of, and to define further the relationship among, the Trustee, the Registrar and any Authenticating Agents or Paying Agents;

(j) To achieve compliance of this Indenture with any applicable federal securities or tax law;

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(k) To permit any other amendment that, in the judgment of the Trustee, is not to the prejudice of the Trustee or the Holders;

(l) To make any amendments that are necessary in connection with the State entering into any substitute lease or other operating agreement or the State operating itself the Garage and any Improvements, in each case as permitted pursuant to Section 8.04(c) and 11.0l(b) hereof; or

(m) To accept additional security and instruments and documents of further assurance with respect to the Garage, any Improvements or the Pledged Revenues.

Section 10.02. Supplemental Trust Indentures Requiring Consent of Holders. Exclusive of Supplemental Indentures to which reference is made in Section 10.01 hereof and subject to the terms, provisions and limitations contained in this Section, and not otherwise, with the consent of the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding, evidenced as provided in this Indenture, the State and the Trustee may execute and deliver Supplemental Indentures adding any provisions to, changing in any manner or eliminating any of the provisions of this Indenture or any Supplemental Indenture or restricting in any manner the rights of the Holders. Nothing in this Section or Section 10.01 hereof, however, shall permit or be construed as permitting:

(a) without the consent of the Holder of each Bond so affected, (i) an extension of the maturity of the principal of or the interest on any Bond, (ii) a reduction in the principal amount of any Bond or the rate of interest or premium thereon, (iii) the creation of a right in the State to call any Bond for redemption prior to its maturity, or the advancement of the time or reduction of the redemption price at which any existing right of the State to call Bonds for redemption may be exercised, or (iv) a reduction in the amount or extension of the time of payment of any Mandatory Sinking Fund Requirements, or

(b) without the consent of the Holders of all Bonds then outstanding, (i) the creation of a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (ii) a reduction in the aggregate principal amount of the Bonds required for consent to a Supplemental Indenture.

If the State shall request that the Trustee execute and deliver any Supplemental Indenture for any of the purposes of this Section, upon receipt of payment by the Trustee of Ordinary Expenses incurred by it in connection therewith, the Trustee shall cause notice of the proposed execution and delivery of the Supplemental Indenture to be mailed by first class mail, postage prepaid, to all Holders of Bonds then outstanding at their addresses as they appear on the Register at the close of business on the fifteenth day preceding that mailing.

The Trustee shall not be subject to any liability to any Holder by reason of the Trustee’s failure to mail, or the failure of any Holder to receive, the notice required by this Section. Any failure of that nature shall not affect the validity of the Supplemental Indenture when there has been consent thereto as provided in this Section. The notice shall set forth briefly the nature of the

78

proposed Supplemental Indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Holders.

If the Trustee shall receive, within a period prescribed in writing by the State, of not fewer than 60 days following the mailing of the notice, an instrument or document or instruments or documents, in form to which the Trustee does not reasonably object, purporting to be signed by the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding (which instrument or document or instruments or documents shall refer to the proposed Supplemental Indenture in the form described in the notice and specifically shall consent to the Supplemental Indenture in substantially that form), the Trustee shall, but shall not otherwise, execute and deliver the Supplemental Indenture in substantially the form to which reference is made in the notice as being on file with the Trustee, without liability or responsibility to any Holder, regardless of whether that Holder shall have consented thereto.

Any consent shall be binding upon the Holder of the Bond giving the consent and, anything herein to the contrary notwithstanding, upon any subsequent Holder of that Bond and of any Bond issued in exchange therefor (regardless of whether the subsequent Holder has notice of the consent to the Supplemental Indenture). A consent may be revoked in writing, however, by the Holder who gave the consent or by a subsequent Holder of the Bond by a revocation of such consent received by the Trustee prior to the execution and delivery by the Trustee of the Supplemental Indenture. At any time after the Holders of the required percentage in aggregate principal amount of Bonds shall have filed their consents to the Supplemental Indenture, the Trustee shall make and file with the State a written statement that the Holders of the required percentage in aggregate principal amount of Bonds have filed those consents. That written statement shall be conclusive evidence that the consents have been so filed.

If the Holders of the required percentage in aggregate principal amount of Bonds outstanding shall have consented to the Supplemental Indenture, as provided in this Section, no Holder shall have any right (a) to object to (i) the execution or delivery of the Supplemental Indenture, (ii) any of the terms and provisions contained therein, or (iii) the operation thereof, (b) to question the propriety of the execution and delivery thereof, or (c) to enjoin or restrain the Trustee or the State from that execution or delivery or from taking any action pursuant to the provisions thereof.

Section 10.03. Authorization to Trustee; Effect of Supplement. The Trustee is authorized to join with the State in the execution and delivery of any Supplemental Indenture in accordance with this Article and to make the further agreements and stipulations that may be contained therein. Thereafter,

(a)That Supplemental Indenture shall form a part of this Indenture;

(b)All terms and conditions contained in that Supplemental Indenture as to any provision authorized to be contained therein shall be deemed to be a part of the terms and conditions of this Indenture for any and all purposes;

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(c)This Indenture shall be deemed to be modified and amended in accordance with the Supplemental Indenture; and

(d)The respective rights, duties and obligations under this Indenture of the State, the Trustee, the Registrar, the Paying Agents, the Authenticating Agents and all Holders of Bonds then outstanding shall be determined, exercised and enforced hereunder in a manner that is subject in all respects to those modifications and amendments made by the Supplemental Indenture.

Express reference to any executed and delivered Supplemental Indenture may be made in the text of any Bonds issued thereafter, if that reference is deemed necessary or desirable by the Trustee or the State. A copy of any Supplemental Indenture for which provision is made in this Article shall be mailed by the Trustee to the Registrar, each Authenticating Agent and Paying Agent. The Trustee shall not be required to sign any Supplemental Indenture containing provisions adverse to the Trustee or increasing the duties or obligations of the Trustee.

Section 10.04. Opinion of Bond Counsel. Before the State and the Trustee shall enter into any Supplemental Indenture pursuant to this Article X, there shall have been delivered to the Trustee an opinion of nationally recognized bond counsel to the effect that the Supplemental Indenture is authorized or permitted by this Indenture, that upon execution it will be valid and binding upon the State in accordance with its terms, and that the execution and delivery of such Supplemental Indenture will not result in the interest on any of the Bonds becoming includable in the gross income of the Holders thereof for federal income tax purposes (to the extent those Bonds were issued on the basis that the interest thereon was excluded from gross income of the Holders for federal income tax purposes).

Section 10.05. Modification by Unanimous Consent. Notwithstanding anything contained elsewhere in this Indenture, the rights and obligations of the State and of the Holders, and the terms and provisions of the Bonds and this Indenture or any Supplemental Indenture, may be modified or altered in any respect with the consent of the State and the Holders of all of the Bonds then outstanding; provided that the Trustee shall not be required to sign any supplemental indenture containing provisions adverse to the Trustee or increasing the duties or obligations of the Trustee.

Section 10.06. Consent of ABPC and APCOA. Anything herein to the contrary notwithstanding, any Supplemental Indenture under this Article X which affects the rights or obligations of ABPC under the Lease or of APCOA under the APCOA Guaranty shall not become effective unless and until ABPC and/or APCOA, as applicable, consents thereto in writing.

(End of Article X)

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ARTICLE XI

AMENDMENTS TO LEASE AND APCOA GUARANTY;

SUBSTITUTE LEASE OR OPERATING AGREEMENT

Section 11.01. Amendments to Lease and APCOA Guaranty Not Requiring Consent of Holders; Substitute Lease or Operating  Agreement. (a) The State and the Trustee may enter into or consent, without the consent of or notice to any of the Holders, to any amendment, change or modification of the Lease or the APCOA Guaranty (i) to cure any ambiguity, inconsistency or formal defect or omission therein, (ii) in connection with the execution and delivery of a Supplemental Indenture authorized pursuant to Section 10.01 of this Indenture or (iii) to permit any other amendment that, in the judgment of the Trustee, is not to the prejudice of the Trustee or the Holders.

(b) In the event that the Lease and the APCOA Guaranty are terminated in accordance with the provisions thereof, the State thereafter may enter into any substitute lease or other operating agreement for the operation of the Garage and any Improvements or operate the Garage and any Improvements itself, in either event without the consent of any of the Holders, but only in compliance with Section 8.04(c) hereof. The State shall provide notice to the Holders of the termination of the Lease and the APCOA Guaranty, specifying whether the State has entered or will enter into a substitute lease or operating agreement for the operation of the Garage and any Improvements or whether the State will operate the Garage and any Improvements itself.

Section 11.02. Amendments to Lease and APCOA Guaranty Requiring Consent of Holders. Except as provided in Section 11.01, the State and the Trustee may not enter into or consent to any amendment, change or modification of the Lease or the APCOA Guaranty, without the consent of the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding obtained as set forth in Section 10.02 hereof; provided that, except as permitted in accordance with Section 8.04(c) hereof in connection with termination of the Lease and the APCOA Guaranty, no amendment, change or modification to the obligations of ABPC and APCOA to make payments of amounts on account of Debt Service on the Bonds under the Lease or the APCOA Guaranty may be made without the consent of the Holders of 100% of the Bonds then outstanding. If at any time the Trustee is requested to consent to any proposed amendment to the Lease or the APCOA Guaranty requiring notice and consent of the Holders, the Trustee shall cause notice of such proposed amendment to be mailed in the same manner as provided in Section 10.02 relating to Supplemental Indentures.

Section 11.03. Opinion of Bond Counsel. Before the State and the Trustee shall enter into or consent to any amendment to the Lease or the APCOA Guaranty pursuant to this Article XI, or enter into any substitute lease or operating agreement for the operation of the Garage and any Improvements, there shall have been delivered to the Trustee an opinion of nationally recognized bond counsel to the effect that such amendment or substitute lease or operating agreement is authorized or permitted by this Indenture and that the execution and delivery of such amendment or substitute lease or operating agreement will not result in the interest on any of the Bonds becoming includable in the gross income of the Holders thereof for federal income tax

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purposes (to the extent those Bonds were issued on the basis that the interest thereon was excluded from gross income of the Holders for federal income tax purposes).

Section 11.04. Consent of Trustee. Anything herein to the contrary notwithstanding, any amendment to the Lease or the APCOA Guaranty under this Article XI or any substitute lease or operating agreement which affects the rights or obligations of the Trustee shall not become effective unless and until the Trustee consents thereto in writing.

(End of Article XI)

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ARTICLE XII

PARITY OBLIGATIONS

Section 12.01. Parity Obligations Permitted. The State may issue or incur Parity Obligations secured on a parity with the Bonds with respect to the pledge of and security interest in the Pledged Revenues for any one or more of the following purposes:

(a) to secure its obligations under a reimbursement agreement with a bank issuing a letter of credit or liquidity facility for Bonds or Parity Obligations or to secure the State’s obligations under other agreements with other providers of other credit enhancement or liquidity facilities for Bonds or Parity Obligations;

(b) in connection with interest rate exchange, swap or hedge arrangements;

(c) for any purpose for which Bonds may be issued, provided that the requirements of Section 2.03 shall have been satisfied, treating in each case the Parity Obligations proposed to be incurred as Bonds for purposes of that Section.

Section 12.02. Parity Obligations. Prior to the incurrence of any Parity Obligations, the State will provide evidence satisfactory to the Trustee that each of the following conditions has been satisfied and will deliver to the Trustee the following instruments and documents:

(a) any instrument or document evidencing the Parity Obligation, which shall include:

(i) a cross default provision with respect to this Indenture,

(ii) provisions (which may be contained in a separate agreement to which the Trustee is a party) to the effect that, prior to exercising any remedies upon a default or event of default by the State under any instrument or document relating to the Parity Obligation, the holders of the Parity Obligation (or a trustee representing their interests) shall cooperate with the Trustee to the end that the interests of those holders and the Holders of the Parity Bonds shall be protected equally and ratably with respect to the Pledged Revenues,

(iii) any additional provisions which are deemed by the Trustee to be necessary or advisable to provide for cooperation between those holders (or that trustee) and the Holders of the Bonds or the Trustee in view of the parity nature of Parity Bonds and the Parity Obligation with respect to any payment from Pledged Revenues, and

(iv) a provision that all Parity Obligations and Parity Bonds shall be payable from the Pledged Revenues secured equally and ratably by all security provided for either or both, except that Parity Obligations shall not be protected or secured by the Debt Service Fund or the Debt Service Reserve Fund; and

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(b) due authorization for the incurrence by the State of the Parity Obligation; and

(c) evidence of satisfaction of the requirements of Section 12.01(c) above.

If the Trustee shall determine that all of the foregoing conditions have been satisfied, it shall certify in writing to the State that the proposed indebtedness, liability or obligation is a Parity Obligation for purposes of this Indenture. Upon that certification, the indebtedness, liability or obligation shall be so deemed.

The State will take all actions (including without limitation, amending or supplementing the Indenture and any other collateral instrument or document) and will execute, deliver, file and record all instruments and documents of security which are required by this Indenture, which relate to the Parity Obligation, which are required by law, or which the Trustee determines to be necessary or advisable, upon the advice of bond counsel, to make or grant to the holders of the Parity Obligation a right for payment from Pledged Revenues on a parity with that of all other holders of Outstanding Bonds and Outstanding Parity Obligations.

The actions taken pursuant to this section shall be taken to the end that all of the Outstanding Parity Obligations and all Outstanding Bonds shall be of equal rank with respect to the Pledged Revenues and shall be entitled to share on a parity in the Pledged Revenues. However, Parity Obligations shall not be protected or secured by the Debt Service Fund or Debt Service Reserve Fund.

Within a reasonable period following the issuance of any Parity Obligation, the State shall deliver to the Trustee conformed copies of all instruments and documents supporting or evidencing the Parity Obligation.

(End of Article XII)

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ARTICLE XIII

MISCELLANEOUS

Section 13.01. Limitation of Rights. With the exception of rights conferred expressly in this Indenture, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds is intended or shall be construed to give to any Person other than the parties hereto, the Registrar, the Authenticating Agents, the Paying Agents, ABPC and the Holders of the Bonds any legal or equitable right, remedy, power or claim under or with respect to this Indenture or any covenants, agreements, conditions and provisions contained herein. This Indenture and all of those covenants, agreements, conditions and provisions are intended to be, and are, for the sole and exclusive benefit of the parties hereto, the Registrar, the Authenticating Agents, the Paying Agents, ABPC and the Holders of the Bonds, as provided herein.

Section 13.02. Severability. In case any section or provision of this Indenture, or any covenant, agreement, stipulation, obligation, act or action, or part thereof, made, assumed, entered into or taken under this Indenture, or any application thereof, is held to be illegal or invalid for any reason, or is inoperable at any time, that illegality, invalidity or inoperability shall not affect the remainder thereof or any other section or provision of this Indenture or any other covenant, agreement, stipulation, obligation, act or action, or part thereof, made, assumed, entered into or taken under this Indenture, all of which shall be construed and enforced at the time as if the illegal, invalid or inoperable portion were not contained therein.

Any illegality, invalidity or inoperability shall not affect any legal, valid and operable section, provision, covenant, agreement, stipulation, obligation, act, action, part or application, all of which shall be deemed to be effective, operative, made, assumed, entered into or taken in the manner and to the full extent permitted by law from time to time.

Section 13.03. Notices. Except as provided in Section 7.02 hereof and as otherwise provided in this Section 13.03, it shall be sufficient service or giving of any notice, request, complaint, demand or other instrument or document to the State or the Trustee if it is duly mailed by registered or certified mail addressed to the appropriate Notice Address.

Duplicate copies of each notice, request, complaint, demand or other instrument or document given hereunder to the State or the Trustee also shall be given to the other. The foregoing parties may designate, by notice given hereunder, any further or different addresses to which any subsequent notice, request, complaint, demand or other instrument or document shall be sent. The Trustee shall designate, by notice to the State, the addresses to which notices or copies thereof shall be sent to the Registrar, the Authenticating Agents and the Paying Agents.

In connection with any notice mailed pursuant to the provisions of this Indenture, a certificate of the Trustee, the State, the Registrar, the Authenticating Agents or the Holders of the Bonds, whichever or whoever mailed that notice, that the notice was so mailed shall be conclusive evidence of the proper mailing of the notice.

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Section 13.04. Suspension of Mail. If because of the suspension of delivery of first class, registered or certified mail or, for any other reason, any Person shall be unable to mail by the required class of mail any notice required to be mailed by the provisions of this Indenture, then such notice shall be given in such other manner as in the judgment of the Trustee shall most effectively approximate mailing thereof, and the giving of that notice in that manner for all purposes of this Indenture shall be deemed to be in compliance with the requirement for the mailing thereof. Except as otherwise provided herein, the mailing of any notice shall be deemed complete upon deposit of that notice in the mail and the giving of any notice by any other means of delivery shall be deemed complete upon receipt of the notice by the delivery service.

Section 13.05. Payments Due on Non-Business Days. If any Interest Payment Date, date of maturity of the principal of any Bonds, or date fixed for redemption of any Bonds is not a Business Day, then payment of interest, principal and any redemption premium need not be made by the Trustee or any Paying Agent on that date, but that payment may be made on the next succeeding Business Day with the same force and effect as if that payment were made on the Interest Payment Date, date of maturity or date fixed for redemption, and no interest shall accrue for the period after that date; provided that if the Trustee is open for business on the applicable Interest Payment Date, date of maturity or date fixed for redemption, it shall make any payment required hereunder with respect to payment of interest on outstanding Bonds and payment of principal of and premium on Bonds presented to it for payment, regardless of whether any Paying Agent shall be open for business or closed on the applicable Interest Payment Date, date of maturity or date fixed for redemption.

Section 13.06. Instruments of Holders. Any writing, including without limitation, any consent, request, direction, approval, objection or other instrument or document required under this Indenture to be signed by any Holder may be in any number of concurrent writings of similar tenor and may be signed by that Holder in person or by an agent or attorney appointed in writing. Proof of (i) the signing of any writing, including without limitation, any consent, request, direction, approval, objection or other instrument or document, (ii) the signing of any writing appointing any agent or attorney, and (iii) the ownership of Bonds, shall be sufficient for any of the purposes of this Indenture, if made in the following manner, and if so made, shall be conclusive in favor of the Trustee with regard to any action taken thereunder, namely:

(a) The fact and date of the signing by any person of any writing may be proved by the certificate of any officer in any jurisdiction, who has power by law to take acknowledgments within that jurisdiction, that the person signing the writing acknowledged that signing before that officer, or by affidavit of any witness to that signing; and

(b) The fact of ownership of Bonds shall be proved by the Register maintained by the Registrar.

Nothing contained herein shall be construed to limit the Trustee to the foregoing proof, and the Trustee may accept any other evidence of the matters stated therein that it deems to be sufficient. Any writing, including without limitation, any consent, request, direction, approval, objection or other instrument or document, of the Holder of any Bond shall bind every future

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Holder of the same Bond, with respect to anything done or suffered to be done by the State, the Trustee, the Registrar or any Paying Agent or Authenticating Agent pursuant to that writing.

Section 13.07. Priority of this Indenture. This Indenture shall be superior to any liens that may be placed upon the Pledged Revenues or any other funds or accounts created pursuant to this Indenture.

Section 13.08. Extent of Covenants; No Personal Liability. All covenants, stipulations, obligations and agreements of the State contained in this Indenture are and shall be deemed to be covenants, stipulations, obligations and agreements of the State to the full extent authorized by law and permitted by the Constitution of the State. No covenant, stipulation, obligation or agreement of the State contained in this Indenture shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, officer, agent or employee of the State in other than that person’s official capacity. No official signing the Bonds, this Indenture or any amendment or supplement hereto or thereto shall be liable personally on the Bonds.

Section 13.09. Binding Effect. This Indenture shall inure to the benefit of and shall be binding upon the State and the Trustee and their respective successors and assigns, subject, however, to the limitations contained herein.

Section 13.10. Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same instrument.

Section 13.11. Governing Law. This Indenture and the Bonds shall be deemed to be contracts made under the laws of the State and for all purposes shall be governed by and construed in accordance with the laws of the State without regard to conflict of law provisions.

(End of Article XIII)

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IN WITNESS WHEREOF, the State has caused this Indenture to be signed for it and in its name and on its behalf by its Authorized Officers; and the Trustee, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed for it and in its name and on its behalf by its duly authorized officer, as Trustee and as Registrar, all as of the day and year first above written.

STATE OF CONNECTICUT
By:	/s/ John G. Rowland
	Governor
And By:		/s/ Denise L. Nappier
		Treasurer
And By:		/s/ Nancy Wyman
		Comptroller
FIRST UNION NATIONAL BANK as Trustee and as Registrar
By:
	Title:

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EX-21.1

Exhibit 21.1

SUBSIDIARIES OF STANDARD PARKING CORPORATION

CORPORATE ENTITIES	JURISDICTION
Preferred Response Security Services, Inc.	Delaware
S & J Parking Company	Illinois
Standard Auto Park, Inc.	Illinois
Standard Parking Corporation IL	Delaware
Standard Parking of Canada Ltd.	Ontario/ Quebec, Canada
Les Stationnements Standard Du Canada Ltee	Quebec, Canada
Standard Parking (Hamilton) Ltd.	Ontario, Canada
U-Park Enterprises Ltd.	British Columbia, Canada
374452 B.C. Limited d/b/a Select Valet Parking	British Columbia, Canada

LLCs and PARTNERSHIPS	JURISDICTION
APCOA LaSalle Parking Company, LLC.	Louisiana
APCOA Bradley Parking Company, LLC	Connecticut
Parking Data Venture, LLC	Delaware
APCOA Parking Venture I, LP*	Ohio
APCOA Parking Venture III, LP*	Ohio
Bradley Airport Parking, LP	Delaware

*In the process of dissolving and withdrawing/filing certificates of cancellation of registration of foreign limited partnership in all states in which these limited partnerships were previously registered.

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement Form S-8 (No. 333-116190 and No. 333-150379) pertaining to the 2005 Long-Term Incentive Plan of Standard Parking Corporation of our reports dated March 12, 2009, with respect to the consolidated financial statements and schedule of Standard Parking Corporation and the effectiveness of internal control over financial reporting of Standard Parking Corporation, included in the Annual Report (Form 10-K) for the year ended December 31, 2008.

/s/ ERNST & YOUNG LLP

Chicago, Illinois

March 12, 2009

EX-31.1

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Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, James A. Wilhelm, certify that:

        1.     I have reviewed this Form 10-K of Standard Parking Corporation;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))or the registrant and have:

        a.     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        b.     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        c.     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        d.     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        a.     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        b.     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 13, 2009 By: /s/ JAMES A. WILHELM
James A. Wilhelm,
Director, President And Chief Executive Officer
(Principal Executive Officer)

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Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-31.2

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Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, G. Marc Baumann, certify that:

        1.     I have reviewed this Form 10-K of Standard Parking Corporation;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        a.     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        b.     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        c.     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        d.     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        a.     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        b.     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 13, 2009 By: /s/ G. MARC BAUMANN
G. Marc Baumann,
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)

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Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-31.3

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Exhibit 31.3

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel R. Meyer, certify that:

        1.     I have reviewed this Form 10-K of Standard Parking Corporation;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        a.     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        b.     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        c.     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        d.     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        a.     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        b.     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 13, 2009 By: /s/ DANIEL R. MEYER
Daniel R. Meyer,
Senior Vice President Corporate Controller and Assistant Treasurer
(Principal Accounting Officer)

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Exhibit 31.3

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-32

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Exhibit 32

Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the Form 10-K of Standard Parking Corporation (the "Company") for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

        1)    the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and

        2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ JAMES A. WILHELM
Name:	James A. Wilhelm,
Title:	Director, President And Chief Executive Officer (Principal Executive Officer)
Date:	March 13, 2009
	/s/ G. MARC BAUMANN
Name:	G. Marc Baumann,
Title:	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
Date:	March 13, 2009
	/s/ DANIEL R. MEYER
Name:	Daniel R. Meyer,
Title:	Senior Vice President, Corporate Controller and Assistant Treasurer (Principal Accounting Officer)
Date:	March 13, 2009

        This certification shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, or the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act. Such certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

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Exhibit 32

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002