0001104659-03-017027.txt : 20030807 0001104659-03-017027.hdr.sgml : 20030807 20030807161604 ACCESSION NUMBER: 0001104659-03-017027 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD PARKING CORP CENTRAL INDEX KEY: 0001059262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 161171179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-50437 FILM NUMBER: 03828862 BUSINESS ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60611-1542 BUSINESS PHONE: 2185220700 FORMER COMPANY: FORMER CONFORMED NAME: APCOA STANDARD PARKING INC /DE/ DATE OF NAME CHANGE: 20011126 FORMER COMPANY: FORMER CONFORMED NAME: APCOA INC DATE OF NAME CHANGE: 19980407 10-Q 1 a03-1793_110q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

Commission file number: 333-50437

STANDARD PARKING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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

900 N. Michigan Avenue

Chicago, Illinois 60611-1542

(Address of Principal Executive Offices, Including Zip Code)

(312) 274-2000

(Registrant’s Telephone Number, Including Area Code)

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report:

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES o NO ý

As of August 7, 2003, there were outstanding 31.3 shares of the issuer’s common stock.

STANDARD PARKING CORPORATION

FORM 10-Q INDEX

Part I. Financial Information

Item 1.	Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002
	Condensed Consolidated Statements of Operations for the three months ended June 30, 2003 and June 30, 2002 and for the six months ended June 30, 2003 and June 30, 2002
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and June 30, 2002
	Notes to Condensed Consolidated Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Part II. Other Information

Item 1.	Legal Proceedings
Item 6.	Exhibits and Reports on Form 8-K
Signatures
Index to Exhibits

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

STANDARD PARKING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share data)

	June 30, 2003			December 31, 2002
	(Unaudited)			(see Note)

ASSETS
Current assets:
Cash and cash equivalents	$	6,426		$	6,153
Notes and accounts receivable, net	35,098			32,671
Prepaid expenses and supplies	1,461			1,621
Total current assets	42,985			40,445

Leaseholds and equipment, net	17,102			19,910
Long-term receivable	5,144			3,760
Advances and deposits	1,325			4,406
Goodwill	116,586			115,944
Intangible and other assets	6,262			6,485

Total assets	$	189,404		$	190,950

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	23,302		$	24,403
Accrued and other current liabilities	21,161			21,932
Current portion of long-term borrowings	28,311			3,253
Total current liabilities	72,774			49,588

Long-term borrowings, excluding current portion	130,872			162,920
Other long-term liabilities	21,213			12,961

Convertible redeemable preferred stock, series D	51,570			47,224
Redeemable preferred stock, series C	59,516			56,347
Common stock subject to put/call rights; 5.01 shares issued and outstanding	10,110			9,470

Common stockholders’ deficit:
Common stock, par value $1.00 per share; 3,000 shares authorized; 26.3 shares issued and outstanding	1			1
Additional paid-in capital	15,222			15,222
Accumulated other comprehensive loss	(237		)	(644		)
Accumulated deficit	(171,637		)	(162,139		)
Total common stockholders’ deficit	(156,651		)	(147,560		)

Total liabilities and common stockholders’ deficit	$	189,404		$	190,950

See Notes to Condensed Consolidated Financial Statements.

Note:

The balance sheet at December 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

STANDARD PARKING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2003			June 30, 2002			June 30, 2003			June 30, 2002

Parking services revenue:
Lease contracts	$	35,891		$	36,877		$	71,565		$	71,716
Management contracts	19,129			19,888			37,098			40,265
	55,020			56,765			108,663			111,981
Reimbursement of management contract expense	84,322			88,552			161,135			175,455
Total revenue	139,342			145,317			269,798			287,436

Cost of parking services:
Lease contracts	32,703			32,936			65,521			64,464
Management contracts	7,500			10,262			14,196			21,222
	40,203			43,198			79,717			85,686
Reimbursed management contract expenses	84,322			88,552			161,135			175,455
Total cost of parking services	124,525			131,750			240,852			261,141
Gross profit	14,817			13,567			28,946			26,295
General and administrative expenses	7,989			7,476			16,100			15,196
Special charges	248			1,243			345			1,451
Depreciation and amortization	1,850			2,073			3,740			3,482
Management fee-parent company	750			750			1,500			1,500
Operating income	3,980			2,025			7,261			4,666
Interest expense (income):
Interest expense	4,143			4,076			8,186			7,992
Interest income	(60		)	(119		)	(102		)	(164		)
	4,083			3,957			8,084			7,828

Loss before minority interest and income taxes	(103		)	(1,932		)	(823		)	(3,162		)

Minority interest expense	120			50			185			80
Income tax expense	157			134			335			249
Net loss	(380		)	(2,116		)	(1,343		)	(3,491		)

Preferred stock dividends	3,827			3,520			7,515			6,561
Increase in fair value of common stock subject to put/call rights	397			245			640			488
Net loss attributable to common stockholders	$	(4,604	)	$	(5,881	)	$	(9,498	)	$	(10,540	)

See Notes to Condensed Consolidated Financial Statements.

STANDARD PARKING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

	Six Months Ended
	June 30, 2003			June 30, 2002

Operating activities:
Net loss	$	(1,343	)	$	(3,491	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization	3,740			3,482
Non-cash interest expense	672			645
Reversal for losses on account receivable	(367		)	(65		)
Change in operating assets and liabilities	5,329			4,069
Net cash provided by operating activities	8,031			4,640

Investing activities:
Purchase of leaseholds and equipment	(317		)	(490		)
Purchase of leaseholds and equipment by joint ventures	—			(3		)
Contingent purchase payments	(237		)	(110		)
Net cash used in investing activities	(554		)	(603		)

Financing activities:
Proceeds from other debt	323			—
Payments on senior credit facility	(5,800		)	(1,100		)
Payments on long-term borrowings	(48		)	(57		)
Payments on joint venture borrowings	(382		)	(372		)
Payments of debt issuance costs	(522		)	—
Payments on capital leases	(1,182		)	(679		)
Redemption of preferred stock	—			(2,500		)
Net cash used in financing activities	(7,611		)	(4,708		)

Effect of exchange rate on cash and cash equivalents	407			282

Increase (decrease) in cash and cash equivalents	273			(389		)
Cash and cash equivalents at beginning of period	6,153			7,602

Cash and cash equivalents at end of period	$	6,426		$	7,213

Supplemental disclosures:
Cash paid during the period for:
Interest	$	7,242		$	9,154
Income taxes	505			322

Supplemental disclosures of non-cash activity:
Debt issued for capital lease obligation	$	379		$	5,541
Redemption of series C preferred stock	—			(8,800		)
Issuance of 18% senior convertible redeemable series D preferred stock	—			40,000
Redemption of 9¹/₄senior subordinated notes	—			(91,123		)
Issuance of 14% senior subordinated second lien notes	1,232			60,385
Carrying value in excess of principal, related debt recapitalization	—			16,838

See Notes to Condensed Consolidated Financial Statements.

STANDARD PARKING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2003

(in thousands, unaudited)

1. Basis of Presentation

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

In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation of the financial position and results of operations have been included. Operating results for the six-month period ended June 30, 2003 are not necessarily indicative of the results that might be expected for any other interim period or the fiscal year ending December 31, 2003. The financial statements presented in this Report should be read in conjunction with the consolidated financial statements and footnotes thereto included in our 2002 Annual Report on Form 10-K filed March 7, 2003.

Certain reclassifications have been made to the 2002 financial information to conform to the 2003 presentation.

2. Recently Issued Accounting Pronouncements

In April 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 145, Rescission of FASB Statements No. 4, 44, and 62, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 requires that certain gains and losses on extinguishments of debt be classified as income or loss from continuing operations rather than as extraordinary items as previously required under SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt. We adopted SFAS No. 145 on January 1, 2003, and there was no impact to the results of operations or our financial position upon adoption.

In August 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS 146 nullifies the guidance of the Emerging Issues Task Force (“EITF”) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and other Costs to Exit and Activity (including Certain Costs Incurred in a Restructuring). SFAS 146 requires that liability for a cost that is associated with an exit or disposal activity be recognized when the liability is incurred. SFAS 146 also establishes that fair value is the objective for the initial measurement of the liability. The provisions of SFAS 146 are required for exit or disposal activities that are initiated after December 31, 2002. We adopted SFAS 146 on January 1, 2003, and there was no impact to the results of operations or our financial position upon adoption.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. This statement establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. In accordance with SFAS No. 150 , a financial instrument that embodies an obligation for the issuer is required to be classified as a liability and the dividends previously classified as charges to equity may be recorded as an expense in the statement of operations .. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities. For purposes of the effective date of SFAS No. 150, the Company is considered a non-public entity. For nonpublic entities, mandatorily redeemable financial instruments are subject to the provisions of SFAS No. 150 for the first fiscal period beginning after December 15, 2003. The Company is currently evaluating the impact of SFAS 150 on its financial instruments.

3. Special Charges

Included in “Special Charges” in the accompanying condensed consolidated statements of operations are the following:

	Six Months Ended
	June 30, 2003		June 30, 2002

Cost associated with registration	$	—	$	869
Cost associated with prior year terminated locations	57		257
Parent company expenses	288		325
	$	345	$	1,451

The costs associated with registration for the period ended June 30, 2002, relate to professional fees incurred to register the 14% Senior Subordinated Second Lien Notes.

4. Borrowing Arrangements

Long-term borrowings consist of:

	Interest		Amount Outstanding (in thousands)
	Rate(s)	Due Date	June 30, 2003		December 31, 2002

Senior Credit Facility	Various	March 2004	$	25,800	$	31,600
Senior Subordinated Second Lien Notes	14.00%	December 2006	62,840		61,608
Senior Subordinated Notes	9.25%	March 2008	48,877		48,877
Carrying value in excess of principal	Various	Various	12,737		14,181
Joint venture debentures	11.00-15.00%	Various	2,168		2,550
Capital lease obligations	Various	Various	4,546		5,425
Obligations on Seller notes and other	Various	Various	2,215		1,932
			159,183		166,173
Less current portion, including senior credit facility			28,311		3,253

			$	130,872	$	162,920

The 9¹/₄ % Senior Subordinated Notes (the “9¹/₄ % Notes”) were issued in September of 1998 and are due in March of 2008. The Notes are registered with the Securities and Exchange Commission.

The 14% Senior Subordinated Second Lien Notes (“14% Notes”) were issued in August 2002 and are due in December 2006. The Notes are registered with the Securities and Exchange Commission. Interest accrues at the rate of 14% per annum and is payable semi-annually in a combination of cash and additional registered notes (the “PIK Notes”), in arrears on June 15 and December 15, commencing on June 15, 2002. Interest in the amount of 10% per annum is paid in cash, and interest in the amount of 4% per annum is paid in PIK Notes. We make each interest payment to the Holders of record on the immediately preceding June 1 and December 1. PIK Notes are issued in denominations of $100 principal amount and integral multiples of $100. The amount of PIK Notes issued is rounded down to the nearest $100 with any fractional amount refunded to the holder as cash.

The liquidation preference in order of preference, of our long-term borrowings is: senior credit facility, 14% Notes, 9¹/₄% Notes, Joint Venture Debentures, and other debt.

On January 11, 2002, we completed an unregistered exchange and recapitalization of a portion of our 9¹/₄% Notes. We received gross cash proceeds of $20.0 million and retired $91.1 million of the 9¹/₄% Notes. In exchange, we issued $59.3 million of 14% Notes and 3,500 shares of 18% Senior Convertible Redeemable Series D Preferred Stock (“Series D Preferred Stock”), with a face value of $35.0 million which is mandatorily redeemable on June 15, 2008. In conjunction with the exchange, we repaid $9.5 million of indebtedness under the senior credit facility, paid $2.7 million in accrued interest relating to the $91.1 million of the 9¹/₄ % Notes that were tendered, $9.7 million (including $1.3 million capitalized as debt issuance costs related to the amended and restated senior credit facility) in fees and expenses related to the exchange, which included a $3.0 million transaction advisory fee to AP Holdings, Inc. (“AP Holdings”), our parent company, and a repurchase of $1.5 million of redeemable preferred stock held by AP Holdings. The fees and expenses of $9.7 million related to the exchange and the amended and restated senior credit facility were provided for in the period ended December 31, 2001. We repurchased $0.1 million of redeemable preferred stock held by AP Holdings on February 20, 2002 and $0.9 million on June 17, 2002.

On April 10, 2002, we filed a registration statement to offer to exchange up to $59.3 million in aggregate principal amount of our registered 14% Notes (including unregistered notes paid as interest on unregistered notes). The registration statement, which was amended on May 24, 2002, June 17, 2002 and June 26, 2002, was declared effective by the Commission on June 28, 2002. The prospectus was supplemented on July 8, 2002 to increase the maximum amount of notes subject to the exchange to $60.3 million, thereby covering the notes issued as interest paid on June 15, 2002. In connection with the exchange offer, which expired on August 9, 2002, all outstanding unregistered 14% Notes were exchanged for registered 14% Notes with substantially identical terms effective August 16, 2002.

We entered into an amended and restated credit agreement as of January 11, 2002 with the LaSalle Bank National Association and Bank One, NA, (the lenders under the prior senior credit facility) that restructured our prior $40.0 million senior credit facility. The senior credit facility was further amended effective as of June 17, 2002, June 30, 2002, December 30, 2002, January 22, 2003, February 26, 2003, April 30, 2003 and June 30, 2003. On June 30, 2003 LaSalle Bank increased the revolving credit facility by $2.5 million to allow for the payment of $2.5 million on the term loan from Bank One.

Our senior credit facility consists of $43.0 million in revolving and term loans, specifically:

• A $30.5 million revolving credit facility provided by LaSalle Bank which will expire on March 8, 2004. The revolving credit facility includes a letter of credit facility with a sublimit of $22.0 million (or such greater amount as the lender may agree to for letters of credit).

• A $12.5 million term loan from Bank One with $2.5 million due on September 30, 2003 and the remainder due on March 10, 2004.

We utilize the senior credit facility for working capital and general corporate purposes and to provide standby letters of credit. The senior credit facility provides for cash borrowings up to the lesser of $30.5 million or 80% of our eligible accounts receivable (as defined therein), plus 50% of eligible capital improvement receivables as defined therein, plus 40% of net book value of fixed assets, minus 40% of capital lease indebtedness, plus additional availability of $7.0 million. The $7.0 million of additional availability decreases by $0.5 million on October 1, 2003 and an additional $0.5 million as of the first day of each calendar quarter thereafter, until it has been eliminated.

The interest rate applicable to the term loan from March 1, 2003 until May 1, 2003 was a fixed rate of 15.0%, of which cash interest at 11.5% was payable monthly in arrears and 3.5% accrued without compounding and be payable on March 10, 2004 or earlier at borrower’s election, whether pursuant to any permitted prepayment, acceleration or otherwise. The interest rate applicable to the term loan as of May 1, 2003 (and thereafter) is a fixed rate of 17.0%, of which cash interest at 13.5% will be payable monthly in arrears and 3.5% will accrue without compounding and be payable on March 10, 2004 or earlier, at borrower’s election, pursuant to any permitted prepayment, acceleration or otherwise.

At June 30, 2003, we had $16.2 million of letters of credit outstanding under the senior credit facility, borrowings against the senior credit facility aggregated $25.8 million, and we had $1.0 million available under the senior credit facility.

The 9¹/₄% Notes, 14% Notes and senior credit facility contain covenants that limit us from incurring additional indebtedness and issuing preferred stock, restrict dividend payments, limit transactions with affiliates and restrict certain other transactions. Substantially all of our net assets are restricted under these provisions and covenants (See Note 7).

The January 11, 2002 exchange offer and recapitalization and its effect are as follows:

	Senior subordinated 9¹/₄ % notes			Senior subordinated second lien 14% notes		Carrying value in excess of principal			Series D preferred stock 18%

Balance at December 31, 2001	$	140,000		$	—	$	—		$	—
Exchange of debt	(91,123		)	59,285		16,838			35,000
Swap of series C for D	—					—			5,000
Dividends accumulated	—			—		—			7,224
Amortization of carrying value	—			—		(2,657		)	—
PIK Notes issued and accrued	—			2,323		—			—
Balance at December 31, 2002	48,877			61,608		14,181			47,224

Dividends accumulated	—			—		—			4,346
Amortization of carrying value	—			—		(1,444		)	—
PIK Notes issued and accrued	—			1,232		—			—

Balance at June 30, 2003	$	48,877		$	62,840	$	12,737		$	51,570

The exchange offer and recapitalization were accounted for as a “modification of terms” type of troubled debt restructuring as prescribed by FASB Statement No. 15, Accounting by Debtors and Creditors for Troubled Debt Restructurings (“FAS 15”). Under FAS 15, an effective reduction in principal or accrued interest does not result in the debtor recording a gain as long as the future contractual payments (principal and interest combined) under the restructured debt or redeemable preferred stock issued (including dividends), are more than the carrying amount of the debt before the restructuring. In those circumstances, the carrying amount of the original debt or investment is not adjusted, and the effects of any changes are reflected in future periods as a reduction in interest expense. The effective interest rate is the discount rate that equates the present value of the future cash payments specified by the new terms with the unadjusted carrying amount of the debt.

In addition, under FAS 15, when a debtor issues a redeemable equity interest in partial satisfaction of debt in conjunction with a modification of terms, the redeemable equity interest is treated similar to debt. Legal fees and other direct costs incurred by a debtor to effect a troubled debt restructuring are expensed as incurred, except for amounts incurred directly in granting an equity interest, if any.

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

• No gain was recognized by us for the excess of (a) the principal of the 14% Notes exchanged for the 9¹/₄% Notes, over (b) the principal of the 9¹/₄% Notes.

• The excess, Carrying Value in Excess of Principal, remains part of the carrying value of our debt, and is being amortized as a reduction to future interest expense using an effective interest rate applied to the combined balance of the notes.

5. Redeemable Preferred Stock

In connection with the Standard acquisition on March 30, 1998, we received $40,683 from AP Holdings in exchange for $70,000 face amount of 11¼% Redeemable Preferred Stock (the “Series C preferred stock”). Cumulative preferred dividends are payable semi-annually at the rate of 11¼%. Any semi-annual dividend not declared or paid in cash automatically increases the liquidation preference of the stock by the amount of the unpaid dividend. We are required to redeem the stock no later than March 2008.

The Series C preferred stock has a maturity date of March 2008 and has an initial liquidation preference equal to $1,000,000 per share or $40.7 million in the aggregate. The Series C Preferred stock accrues dividends on a cumulative basis at 11¼% per year. At June 30, 2003, dividends in arrears were $30.2 million with a per share valuation of $1,791,604. Conversion may be fixed by resolution of the Board of Directors and the shares have no voting rights except as to alterations or changes that may adversely affect the holders of the Series C Preferred stock.

In January 2002, we redeemed $1.5 million and $0.1 million the Series C preferred stock held by AP Holdings in two separate transactions for cash of $1.6 million. On June 17, 2002, we redeemed an additional $0.9 million of Series C preferred stock held by

AP Holdings for $0.9 million in cash. The proceeds received by AP Holdings were used by it to repurchase, directly or indirectly, its outstanding 11¼ % senior discount notes.

	Series C preferred stock 11¼% For the period ended
	June 30, 2003			December 31, 2002
	Shares	Value		Shares		Value
Beginning balance	33.2194	$	56,347	40.6826		$	61,330
Redemptions	—	—		(1.6259	)	(2,500		)
Swap of series C for D	—	—		(5.8373	)	(8,800		)
Dividends accumulated	—	3,169		—		6,317

Ending balance	33.2194	$	59,516	33.2194		$	56,347

On January 11, 2002, in connection with our recapitalization, we issued 3,500 shares of the 18% Senior Convertible Redeemable Series D Preferred Stock (the “Series D preferred stock”) to Fiducia, Ltd. which has a maturity date of June 2008 and has an initial liquidation preference equal to $10,000 per share or $35.0 million in the aggregate. Certain beneficial owners of Fiducia, Ltd. are members of the immediate family of John V. Holten, our Chairman. The Series D preferred stock accrues dividends on a cumulative basis at 18% per year. At June 30, 2003, dividends in arrears were $11.6 million with a per share valuation of $12,893. Conversion is upon occurrence of an IPO at a rate related to the IPO price and the shares have no voting rights except as to creation of any class or series of shares ranking senior to the Series D preferred stock. The number of shares of Series D preferred stock authorized for issuance is 17,500.

On March 11, 2002, in connection with a restructuring of the debt of Steamboat Holdings, Inc., the parent of AP Holdings, we exchanged with our parent company $8.8 million of Series C preferred stock for $5.0 million of Series D preferred stock.

	Series D preferred stock 18% For the period ended
	June 30, 2003			December 31, 2002
	Shares	Value		Shares	Value
Beginning balance	4,000.0	$	47,224	—	$	—
Issuance with exchange	—	—		3,500.0	35,000
Swap of series C for D	—	—		500.0	5,000
Dividends accumulated	—	4,346		—	7,224

Ending balance	4,000.0	$	51,570	4,000.0	$	47,224

6. Goodwill and Intangible Assets

On January 1, 2002, we adopted SFAS No. 142, which eliminates the amortization of goodwill and requires that the goodwill be tested for impairment. Impairment tests of goodwill made during the period ended June 30, 2003 did not require adjustment to the carrying value of our goodwill. As of June 30, 2003 and 2002, our definite lived intangible assets of $2,696 and $3,283, respectively, net of accumulated amortization of $3,258 and $2,956, respectively, which primarily consist of non-compete agreements, continue to be amortized over their useful lives.

A roll forward of goodwill for the periods presented is as follows:

	June 30, 2003		December 31, 2002

Beginning balance	$	115,944	$	115,332
Effect of foreign currency translation	405		40
Contingency payments related to prior acquisitions	237		572
Ending balance	$	116,586	$	115,944

Amortization expense for intangible assets during the six months ended June 30, 2003 was $286. Estimated amortization expense for 2003 and the five succeeding fiscal years is as follows:

	Estimated Amortization Expense
2003	$	587
2004	587
2005	570
2006	516
2007	516
2008	39

7. Subsidiary Guarantors

Substantially all of our direct or indirect wholly owned active domestic subsidiaries, fully, unconditionally, jointly and severally guarantee the 14% Notes and the 9¹/₄% Notes discussed in Note 3. Separate financial statements of the guarantor subsidiaries are not separately presented because, in the opinion of management, such financial statements are not material to investors. The non-guarantor subsidiaries include joint ventures, wholly owned subsidiaries of our Company organized under the laws of foreign jurisdictions and inactive subsidiaries, all of which are included in the consolidated financial statements. The following is summarized combining financial information for the guarantor and non-guarantor subsidiaries of our Company:

	Standard			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total

Balance Sheet Data:
June 30, 2003
Cash and cash equivalents	$	4,767		$	26		$	1,633		$	—		$	6,426
Notes and accounts receivable	29,351			667			5,080			—			35,098
Current assets	35,496			708			6,781			—			42,985
Leaseholds and equipment, net	14,161			396			2,545			—			17,102
Goodwill	109,579			3,339			3,668			—			116,586
Investments in subsidiaries	28,155			—			—			(28,155		)	—
Total assets	179,862			15,920			21,777			(28,155		)	189,404
Accounts payable	20,776			309			2,217			—			23,302
Current liabilities	66,668			830			5,276			—			72,774
Long-term borrowings, excluding current portion	128,087			25			2,760			—			130,872
Convertible redeemable preferred stock, series D	51,570			—			—			—			51,570
Redeemable preferred stock, Series C	59,516			—			—			—			59,516
Common stock subject to put/call rights	10,110			—			—			—			10,110
Total common stockholders’ (deficit) equity	(156,651		)	15,065			13,090			(28,155		)	(156,651		)
Total liabilities and common stockholders’ equity (deficit)	179,862			15,920			21,777			(28,155		)	189,404
December 31, 2002
Cash and cash equivalents	$	3,933		$	1,428		$	792		$	—		$	6,153
Notes and accounts receivable	16,138			12,821			3,712			—			32,671
Current assets	21,711			14,289			4,445			—			40,445
Leaseholds and equipment, net	12,387			4,458			3,065			—			19,910
Goodwill	23,651			89,031			3,262			—			115,944
Investment in subsidiaries	96,018			—			—			(96,018		)	—
Total assets	164,732			111,233			11,003			(96,018		)	190,950
Accounts payable	16,851			5,505			2,047			—			24,403
Current liabilities	36,286			8,323			4,979			—			49,588
Long-term borrowings, excluding current portion	159,700			346			2,874			—			162,920
Convertible redeemable preferred stock, series D	47,224			—			—			—			47,224
Redeemable preferred stock, series C	56,347			—			—			—			56,347
Common stock subject to put/call rights	9,470			—			—			—			9,470
Total common stockholders’ (deficit) equity	(154,203		)	100,105			2,556			(96,018		)	(147,560		)
Total liabilities and common stockholders’ equity (deficit)	164,732			111,233			11,003			(96,018		)	190,950
Income Statement Data:
Six Months Ended June 30, 2003
Parking services revenue	$	250,324		$	12,398		$	7,076		$	—		$	269,798
Cost of parking services	224,239			11,473			5,140			—			240,852
General and administrative expenses	15,862			—			238			—			16,100
Special charges	312			—			33			—			345
Depreciation and amortization	3,185			106			449			—			3,740
Management fee — parent company	1,500			—			—			—			1,500
Operating income	5,226			819			1,216			—			7,261
Interest expense (income), net	7,979			—			105			—			8,084
Equity in earnings of subsidiaries	1,519			—			—			(1,519		)	—
Net (loss) income	(1,343		)	819			700			(1,519		)	(1,343		)
Six Months Ended June 30, 2002
Parking services revenue	$	240,494		$	35,487		$	11,455		$	—		$	287,436
Cost of parking services	223,639			27,970			9,532			—			261,141
General and administrative expenses	2,000			13,064			132			—			15,196
Special charges	1,451			—			—			—			1,451
Depreciation and amortization	2,169			887			426			—			3,482
Management fee — parent company	1,500			—			—			—			1,500
Operating income (loss)	9,734			(6,434		)	1,366			—			4,666
Interest expense (income), net	7,671			(12		)	169			—			7,828
Equity in earnings of subsidiaries	(5,708		)	—			—			5,708			—
Net (loss) income	(3,491		)	(6,422		)	714			5,708			(3,491		)
Cash Flow Data:
Six Months Ended June 30, 2003
Net cash provided by (used in) operating activities	$	8,903		$	(1,713	)	$	841		$	—		$	8,031
Investing activities:
Purchase of leaseholds and equipment	(317		)	—			—			—			(317		)
Contingent purchase payments	(237		)	—			—			—			(237		)
Net cash used in investing activities	(554		)	—			—			—			(554		)
Financing activities:
Proceeds from other debt	—			323			—			—			323
Payments on long-term borrowings	(5,848		)	—			—			—			(5,848		)
Payments on joint venture borrowings	(370		)	(12		)	—			—			(382		)
Payments of debt issuance costs	(522		)	—			—			—			(522		)
Payments on capital leases	(1,182		)	—			—			—			(1,182		)
Net cash (used in) provided by financing activities	(7,922		)	311			—			—			(7,611		)
Effect of exchange rate changes	407			—			—			—			407
Six Months Ended June 30, 2002
Net cash (used in) provided by operating activities	$	(483	)	$	3,011		$	2,112		$	—		$	4,640
Investing activities:
Purchase of leaseholds and equipment	(548		)	(1,038		)	(3		)	—			(493		)
Contingent purchase payments	(110		)	—			—			—			(110		)
Net cash used in investing activities	(600		)	—			(3		)	—			(603		)
Financing activities:
Payments on long-term borrowings	(1,157		)	—			—			—			(1,157		)
Payments on joint venture borrowings	(372		)	—			—			—			(372		)
Payments on capital leases	(679		)	—			—			—			(679		)
Redemption of redeemable preferred stock	(2,500		)	—			—			—			(2,500		)
Net cash used in financing activities	(4,708		)	—			—			—			(4,708		)
Effect of exchange rate changes	282			—			—			—			282

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

Overview

We operate in a single reportable segment, operating parking facilities under two types of arrangements: management contracts and leases. Under a management contract, we typically receive a base monthly fee for managing the property and may also receive a small incentive bonus based on the achievement of facility revenues above a base amount among other factors. In some instances, we also receive certain fees for ancillary services. Typically, all of the underlying revenues, expenses and capital expenditures under a management contract flow through to the property owner, not to us. Under lease arrangements, we generally pay to the property owner either a fixed annual rental, a percentage of gross customer collections or a combination thereof. We collect all revenues under lease arrangements and are responsible for most operating expenses, but we are typically not responsible for major maintenance or capital expenditures. As of June 30, 2003, we operated approximately 84% of our 1,890 parking facilities under management contracts and approximately 16% under leases.

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

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

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

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

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

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

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our condensed 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 management’s judgment regarding accounting policy. We believe that of our significant accounting policies, as discussed in Note A of the notes to consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2002, the following may involve a higher degree of judgment and complexity:

Impairment of Long-Lived Assets and Goodwill

As of June 30, 2003, our net long-lived assets were comprised primarily of $13.5 million of property, equipment and leasehold improvements and $3.6 million of contract and lease rights. In accounting for our long-lived assets, other than goodwill and other intangible assets, 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.” Beginning January 1, 2002, we account for goodwill and other intangible assets under the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets.” As of June 30, 2003, we had $116.6 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 fiscal year ended December 31, 2002, and for the six month period ended June 30, 2003, 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.

Contract and Lease Rights

As of June 30, 2003, we had $3.6 million of contract and lease rights. We capitalize payments made to third parties which provide us the right to manage or lease facilities. Lease rights and management contract rights which are purchased individually are amortized on a straight-line basis over the terms of the related agreements which range from 5 to 7 years. Management contract rights acquired through acquisition of an entity are amortized as a group over the estimated term of the contracts, including anticipated renewals and terminations based on our historical experience (typically 7 years). If the renewal rate of contracts within an acquired group is less than initially estimated, accelerated amortization or impairment may be necessary.

Insurance Reserves

We purchase comprehensive casualty insurance (including without limitation general liability, garagekeepers legal liability, worker’s compensation and umbrella/excess liability insurance) covering certain claims that occur at parking facilities we lease or manage. Our various liability insurance policies have deductibles of up to $250,000 that must be met before the insurance companies are required to reimburse us for costs incurred relating to covered claims. As a result, we are, in effect, self-insured for all claims up to the deductible levels. We also are self-insured for up to $125,000 per year per covered individual in eligible medical expenses incurred by certain employees and family members who receive medical coverage through the company. 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.

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. See Note K of the notes to consolidated finanical statements included in our annual report on Form 10-K for the year ended December 31, 2002.

Summary of Operating Facilities

The following table reflects our facilities at the end of the periods indicated:

	June 30, 2003	December 31, 2002	June 30, 2002

Managed facilities	1,596	1,606	1,609
Leased facilities	294	293	323
Total facilities	1,890	1,899	1,932

Our strategy is to operate locations in core cities where a concentration of locations improves customer service levels and operating margins.

Results of Operations

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

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

Three Months ended June 30, 2003 Compared to Three Months ended June 30, 2002

Parking services revenue—lease contracts. Lease contract revenue decreased $1.0 million, or 2.7%, to $35.9 million in the second quarter of 2003, compared to $36.9 million in the second quarter of 2002. This decrease resulted from the net reduction of 29 leases through contract expirations and the downturn in general economic conditions.

Parking services revenue—management contracts. Management contract revenue decreased $0.8 million, or 3.8%, to $19.1 million in the second quarter of 2003 compared to $19.9 million in the second quarter of 2002. This decrease resulted primarily from the net reduction of 13 management contracts.

Reimbursement of management contract expense. Reimbursement of management contract expenses decreased $4.2 million, or 4.8%, to $84.3 million for the second quarter of 2003 compared to $88.5 million for the second quarter of 2002. This decrease resulted from the reduction in contracts and costs incurred on the behalf of owners.

Cost of parking services—lease contracts. Cost of parking services for lease contracts decreased $0.2 million, or 0.7%, to $32.7 million for the second quarter of 2003, compared to $32.9 million in the second quarter of 2002. This decrease resulted from the net reduction of 29 leases through contract expirations which was partially offset by the increase in rents on lease contract renewals. Gross margin for lease contracts declined to 8.9% for the second quarter of 2003 compared to 10.7% for the second quarter of 2002. This decrease resulted from increased rents on lease contract renewals, lower airport travel volumes and the downturn in general economic conditions.

Cost of parking services—management contracts. Cost of parking services for management contracts decreased $2.8 million, or 26.9%, to $7.5 million for the second quarter of 2003, compared to $10.3 million in the second quarter of 2002. This decrease resulted from the net reduction of 13 management contracts. Gross margin for management contracts improved to 60.8% in the second quarter of 2003 compared to 48.4% for the second quarter of 2002. Most management contracts have no cost of parking services related to them, as all costs are reimbursable to us. However, several contracts, which are referred to as reverse management contracts, require us to pay for certain costs that are offset by larger management fees. The decrease in cost of parking for management contracts was related to the reduction of several unprofitable contracts and the reduction in costs of operations.

General and administrative expenses. General and administrative expenses increased $0.5 million, or 6.9%, to $8.0 million for the second quarter of 2003, as compared to $7.5 million for the second quarter of 2002. This increase resulted primarily from increases in wage and benefit costs and professional and consulting fees.

Special charges. We recorded $0.2 million of special charges in the second quarter of 2003, as compared to $1.2 million in charges in the second quarter of 2002. The 2003 special charges relate primarily to costs associated with our parent company. The 2002 special charges relate primarily to legal costs incurred for the registration of the 14% senior subordinated second lien notes, costs related to terminated contracts, parent company debt reorganization, COBRA insurance costs of a prior subsidiary of our former parent

in accordance with ERISA requirements, prior years rent adjustments and other items. (see Note 3 of Item 1).

Management fee—parent company. We recorded $0.8 million of management fee in the second quarters of 2003 and 2002 to our parent company, AP Holdings, pursuant to our management agreement with AP Holdings. The actual payment of the management fee is limited by the terms and conditions as set forth in the senior credit facility.

Six Months ended June 30, 2003 Compared to Six Months ended June 30, 2002

Parking services revenue—lease contracts. Lease contract revenue decreased $0.2 million, or 0.2%, to $71.5 million in the first six months of 2003, compared to $71.7 million in the first six months of 2002. This decrease resulted from the net reduction of 29 leases through contract expirations and the downturn in general economic conditions, offset by increases in new business.

Parking services revenue—management contracts. Management contract revenue decreased $3.2 million, or 7.9%, to $37.1 million in the first six months of 2003, compared to $40.3 million in the first six months of 2002. This decrease resulted from the net reduction of 13 management contracts and the downturn in general economic conditions which impact our reverse management contracts.

Reimbursement of management contract expense. Reimbursement of management contract expenses decreased $14.4 million, or 8.2%, to $161.1 million for the first six months of 2003 compared to $175.5 million for the first six months of 2002. This decrease resulted from the reduction in contracts and costs incurred on the behalf of owners.

Cost of parking services—lease contracts. Cost of parking services for lease contracts increased $1.0 million, or 1.6%, to $65.5 million for the first six months of 2003, compared to $64.5 million in the first six months of 2002. This increase resulted from the increase in rents on lease contract renewals, which was partially offset by the net reduction of 29 leases through contract expirations. Gross margin for lease contracts decreased to 8.4% for the first six months of 2003 compared to 10.1% for the first six months of 2002. This decrease resulted from increased rents on lease contract renewals, lower airport travel volumes and the downturn in general economic conditions.

Cost of parking services—management contracts. Cost of parking services for management contracts decreased $7.0 million, or 33.1%, to $14.2 million for the first six months of 2003, compared to $21.2 million in the first six months of 2002. This decrease resulted primarily from the net reduction of 13 management contracts. Gross margin for management contracts increased to 61.7% in the first six months of 2003 compared to 47.3% for the first six months of 2002. Most management contracts have no cost of parking services related to them, as all costs are reimbursable to us. However, several contracts, which are referred to as reverse management contracts, require us to pay for certain costs that are offset by larger management fees. The decrease in cost of parking for management contracts was related to the reduction of several unprofitable contracts and the reduction in costs of operations.

General and administrative expenses. General and administrative expenses increased $0.9 million, or 5.9%, to $16.1 million for the first six months of 2003, as compared to $15.2 million for the first six months of 2002. This increase resulted primarily from increases in wage and benefit costs and professional and consulting fees.

Special charges. We recorded $0.3 million of special charges in the first six months of 2003, as compared to $1.5 million in special charges in the first six months of 2002. The 2003 special charges relate primarily to costs associated with our parent company and costs associated with prior year terminated contracts. The 2002 special charges relate primarily to legal costs incurred for the registration of the 14% senior subordinated second lien notes, costs related to terminated contracts, parent company debt reorganization, insurance costs in accordance with ERISA requirements, prior years rent adjustments and other items. (see Note 3 of Item 1).

Management fee—parent company. We recorded $1.5 million of management fee in each of the first six months of 2003 and 2002 to our parent company, AP Holdings, pursuant to our management agreement with AP Holdings. The actual payment of the management fee is determined by the terms and conditions as set forth in the senior credit facility.

Liquidity and Capital Resources

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

In conjunction with the exchange, we repaid $9.5 million of indebtedness under our senior credit facility, paid $2.7 million in accrued interest relating to the $91.1 million of the 9¹/₄% notes due 2008 that were tendered, $9.7 million (including $1.3 capitalized as debt issuance costs related to the senior credit facility) in fees and expenses related to the exchange, which included a $3.0 million transaction advisory fee to AP Holdings. In addition, we repurchased $1.5 million of redeemable preferred stock held by AP Holdings. The fees and expenses of $9.7 million related to the exchange and the amended and restated senior credit facility were provided for in the period ended December 31, 2001. See Note D to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2002.

We entered into an amended and restated credit agreement as of January 11, 2002 with the LaSalle Bank National Association and Bank One, N.A., (the lenders under our prior senior credit facility) that restructured our prior $40.0 million senior credit facility. The senior credit facility was further amended effective as of June 17, 2002, June 30, 2002, December 30, 2002, January 22, 2003, February 26, 2003, April 30, 2003 and June 30, 2003. On June 30, 2003, LaSalle Bank increased the revolving credit facility by $2.5 million to allow for the payment of $2.5 million on the term loan from Bank One.

Our senior credit facility consists of $43.0 million in revolving and term loans, specifically:

• $30.5 million revolving credit facility provided by LaSalle, which will expire on March 8, 2004. The revolving credit facility includes a letter of credit facility with a sublimit of $22.0 million (or such greater amount as LaSalle may agree to for letters of credit).

• $12.5 million term loan held by Bank One amortizing with $2.5 million due on September 30, 2003 and the remainder due on March 10, 2004.

The revolving credit facility bears interest based, at our option, either on LIBOR plus 4.50% or the Adjusted Corporate Base Rate (as defined below). We may elect interest periods of 1, 2, or 3 months for LIBOR based borrowings. LIBOR will at all times be determined by taking into account maximum statutory reserves required (if any). LIBOR shall not be less than 1.3% for purposes of this credit facility. The Adjusted Corporate Base Rate is the sum of 2.25% plus the greater of (i) the rate publicly announced from time to time by LaSalle as its “prime rate,” (ii) the overnight federal funds rates plus 0.50%, or (iii) 4.25%. The interest rate applicable to the term loan from March 1, 2003 until May 1, 2003 was a fixed rate of 15.0%, of which cash interest at 11.5% was payable monthly in arrears and 3.5% accrued without compounding and be payable on March 10, 2004 or earlier maturity, whether pursuant to any permitted prepayment acceleration or otherwise. The interest rate applicable to the term loan as of May 1, 2003 (and thereafter) is a fixed rate of 17.0%, of which cash interest at 13.5% will be payable monthly in arrears and 3.5% will accrue without compounding and be payable on March 10, 2004 or earlier maturity, whether pursuant to any permitted prepayment acceleration or otherwise.

The senior credit facility includes covenants that limit our ability to incur additional indebtedness, issue preferred stock or pay dividends and contains certain other restrictions on our activities. It is secured by substantially all of our existing and future domestic guarantor subsidiaries existing and after-acquired assets (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), by a first priority pledge of all of our common stock owned by our parent company and by all other existing and after-acquired property of our parent company. At June 30, 2003, we had $16.2 million of letters of credit outstanding under the senior credit facility, borrowings against the senior credit facility aggregated $25.8 million, and we had $1.0 million available under the senior credit facility.

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

Gross daily collections are collected by us and deposited into banks using one of three methods, which impact our investment in working capital:

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

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

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

Our average investment in working capital depends on our contract mix. For example, an increase in contracts that require all cash deposited in our bank accounts reduces our investment in working capital and improves our liquidity. During the first six months of 2003 and the first six months of 2002, there were no material changes in these types of contracts. In addition, our clients may accelerate monthly distributions to them and have an estimated distribution occur in the current month. During the first six months of 2003 and the first six months of 2002, there were no material changes in the timing of current month distributions.

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

We are required under certain contracts to provide performance bonds. These bonds are renewed on an annual basis. The market for performance bonds has been severely impacted by the events of September 11^th and general economic conditions. Consequently, the market has contracted, resulting in an industry-wide requirement to provide additional collateral to the surety providers. As of June 30, 2003, we had provided $4.4 million in letters of credit to collateralize our current performance bond program. We expect that we will have to provide additional collateral to support our performance bond program. While we expect that we will be able to provide sufficient collateral, given our financial condition and the market conditions, there can be no assurance that we will be able to do so.

During the first quarter of 2003 our casualty insurance carrier returned funds previously held in trust, in the amount of $12.0 million, which was exchanged for a letter of credit in the same amount.

We have a significant amount of indebtedness. On June 30, 2003, we had total indebtedness of approximately $159.2 million, including $25.8 million under our senior credit facility, $74.7 million of 14% notes and $49.8 million of 9¹/₄% notes.

Our $43.0 million senior credit facility consists of a $30.5 million revolving credit facility that will expire on March 8, 2004 and a $12.5 million term loan amortizing with $2.5 million due on or before September 30, 2003, and the balance due on March 10, 2004.

The $74.7 million of 14% notes (including $11.9 million of carrying value in excess of principal) mature in December 2006.

The $49.8 million of 9¹/₄% notes (including $0.9 million in carrying value in excess of principal) are due in March 2008.

We will need to refinance all or a portion of our indebtedness, including our senior credit facility and possibly including the 14% notes and the 9¹/₄% notes, on or before their respective maturities. We anticipate that we will rely on additional or amended credit facilities and public or private debt to refinance our indebtedness. We continue to explore financing options and our ability to access the capital markets, including private placements of debt or equity securities to, among other things, refinance our existing debt in the open markets, privately negotiated transactions, tender offers or otherwise to improve liquidity and our capital structure, to the extent permitted by our debt documents. We cannot assure you that we will be successful in any such financing efforts. The senior credit facility, the 14% notes and the 9¹/₄% notes contain covenants that limit us from, among other things, incurring additional indebtedness and issuing preferred stock, restrict dividend payments, limit transactions with affiliates and restrict certain other transactions. 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 were accelerated.

There can be no assurance that our 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, including the 9¹/₄% or the 14% notes, or to fund our other liquidity needs or planned capital expenditures. We may need to refinance all or a portion of our indebtedness, including the senior credit facility, on or before their respective maturities. There can be no assurance that we will be able to refinance any of our indebtedness, including the senior credit facility, on commercially reasonable terms or at all.

We have lease commitments of $21.0 million for fiscal 2003. The leased properties generate sufficient cash flow to meet the base rent payment.

We had cash and cash equivalents of $6.4 million at June 30, 2003, compared to $6.2 million at December 31, 2002.

Six Months ended June 30, 2003 Compared to Six Months ended June 30, 2002.

Net cash provided by operating activities totaled $8.0 million for the first six months of 2003 compared to $4.6 million for the first six months of 2002. Cash provided during the first six months of 2003 included $12.0 million from the return of funds held in a

trust by our casualty insurance carrier, which was exchanged for a letter of credit in the same amount and a decrease in prepaid and other assets of $2.5 million, which were offset by the payment of $5.3 million in interest payments on the senior subordinated notes, an increase in accounts receivable of $3.4 million and a decrease in accounts payable of $1.1 million. Cash provided during 2002 included a $1.1 million increase in other liabilities and $20.0 million from the exchange (see note 4 of Item 1), which were offset by the payment of $9.0 million in fees and expenses related to the exchange (that had been provided at December 31, 2001), a decrease in accounts payable of $8.0 million, an increase in accounts receivable of $0.5 million and $7.1 million in interest payments on the senior subordinated notes and the senior subordinated second lien notes.

Cash used in investing activities totaled $0.6 million for each of the first six months of 2003 and 2002. Cash used in investing for the first six months of 2003 and the first six months of 2002 resulted from capital purchases to secure and/or extend leased facilities and investments in management information system enhancements and contingent purchase payments on previously acquired contracts.

Cash used in financing activities totaled $7.6 million in the first six months of 2003 compared to $4.7 million for the first six months of 2002. The 2003 activity included $5.8 million in payments on the senior credit facility, $1.2 million on capital lease payments, $0.5 million in debt issuance costs and repayments on joint venture borrowings of $0.4 million. The 2002 activity included $1.1 million in payments on the senior credit facility, $2.5 million in redemption of redeemable preferred stock (see note 5 of Item 1), $0.7 million in payments of capital lease obligations and repayments on joint venture borrowings of $0.4 million.

Special Cautionary Notice Regarding Forward-Looking Statements.

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

Cautionary Statements.

We continue to be subject to certain factors that could cause our results to differ materially from expected and historical results (see the “Risk Factors” set forth in our Registration Statement on Form S-4 (No. 333-86008) filed on April 10, 2002, as amended (the “Registration Statement”), and our 2002 Form 10-K filed on March 7, 2003).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rates. Our primary market risk exposure consists of risk related to changes in interest rates. Historically, we have not used derivative financial instruments for speculative or trading purposes.

Our senior credit facility provides for a $30.5 million revolving variable rate senior credit facility. Interest expense on such borrowing is sensitive to changes in the market rate of interest. If we were to borrow the entire $30.5 million available under the facility, a 1% increase in the average market rate would result in an increase in our annual interest expense of approximately $0.3 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 CAN $1.9 million of cash and $0.4 million of Canadian dollar denominated debt instruments at June 30, 2003. 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 4. Controls and Procedures

Within 90 days prior to the filing date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, chief financial officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Securities Exchange Act of 1934 (the “Exchange Act”) Rule 13a-14.

Disclosure controls and procedures include internal controls and other procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is properly recorded, processed, summarized and reported within the time periods required by the rules and forms of the Securities and Exchange Commission (the “SEC”). We do not expect that our disclosure controls and procedures will prevent all errors and fraud. A control system, irrespective of how well it is designed and operated, can only provide reasonable assurance–and cannot guarantee–that it will succeed in its stated objectives.

We monitor our disclosure controls and procedures and our internal controls and make modifications as necessary. By monitoring our control systems, we intend that they be maintained as dynamic systems that change as conditions warrant. The evaluation of our disclosure controls and procedures is performed on a quarterly basis so that the conclusions of our management, including the chief executive officer, chief financial officer and principal accounting officer, concerning controls effectiveness can be reported in our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. In addition, our disclosure controls and procedures are evaluated on an ongoing basis by our internal auditors, by our corporate accounting department and by our independent auditors in connection with their report on our annual financial statements. As a result of such ongoing evaluations, we periodically make changes to our disclosure controls and procedures to improve the quality of our financial statements and related disclosures, including corrective actions to respond to identified reportable conditions.

Based upon their evaluation, the chief executive officer, chief financial officer and principal accounting officer, concluded that our disclosure controls and procedures are effective in timely alerting them to material information and in providing reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles generally accepted in the United States.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On October 25, 2002, we filed an Application for Temporary Injunction and verified Complaint in the Superior Court for the Judicial District of Hartford in Hartford, Connecticut against James F. Byrnes, Jr., acting Commissioner of Transportation for the State of Connecticut and First Union National Bank, in its capacity as trustee for the holders of the special facility bonds used to finance the garage. The action sought judicial interpretation of our contractual obligations in the operations of the parking facilities at the Bradley International Airport in Windsor Locks, Connecticut, pursuant to the 25-year lease we entered into with the State. We specifically requested the court for a judgment and permanent injunction prohibiting the State from attempting to recover the costs associated with anti-terrorism parking measures at the airport, diverting a capitalized interest account to pay for airport improvements and diverting airport parking receipts to pay for capital improvements and surface parking and garage security costs. The case was transferred to the Housing Division on November 14, 2002. Together with the State of Connecticut, we requested an expedited hearing on the declaratory judgment aspect of the case. The court held its hearing on the matter on January 31, 2003 and rendered its opinion on May 30, 2003. The amount in controversy with the State and the subject of the declaratory judgment action was $0.7 million, consisting of $0.3 million representing the diversion of funds by the State from the capitalized interest bond account for post garage completion airport improvements and $0.4 million for garage security costs. The court ruled that the State of Connecticut was legally responsible for the costs associated with anti-terrorism parking measures at the airport. However, the court found in favor of the State with respect to the State’s assertion that it had the right to divert the capitalized interest account to pay for post garage completion airport improvements. As a result of the court ruling, the trustee adjusted the June disbursements to take effect of the court’s decision.

As of June 30, 2003, the discounted net receivable for this contract is $5.1 million, which includes deficiency payments of $2.5 million and is classified as a long-term receivable.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit Number		Description

10.1*		Amendment No. 7 to the Amended and Restated Senior Credit Agreement by and among the Company, LaSalle Bank National Association and Various Financial Institutions, dated June 30, 2003.
10.2*		Management Agreement by and between Circle Line Sightseeing Yachts, Inc. and the Company dated September 19, 2000 and First Amendment to the Management Agreement by and between Circle Line Sightseeing Yachts, Inc. and the Company dated June 9, 2003.
31.1*		Section 302 Certification dated August 7, 2003 for James A. Wilhelm, Chief Executive Officer and President.
31.2*		Section 302 Certification dated August 7, 2003 for G. Marc Baumann, Executive Vice President, Chief Financial Officer and Treasurer.
31.3*		Section 302 Certification dated August 7, 2003 for Daniel R. Meyer, Senior Vice President, Corporate Controller and Assistant Treasurer.
32.1*		Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

(b) Reports on Form 8-K

During second-quarter 2003, the Company filed the following current reports on Form 8-K:

Date of Report		Description

April 1, 2003		The Company announced its name change from APCOA/Standard Parking, Inc. to Standard Parking Corporation.
May 14, 2003		The Company announced its first-quarter 2003 operating results.

SIGNATURES

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

	STANDARD PARKING CORPORATION


Dated: August 7, 2003	By:	/s/ Daniel R. Meyer
		Daniel R. Meyer
		Senior Vice President, Corporate Controller/
		Assistant Treasurer
		(Principal Accounting Officer and Duly Authorized Officer)


	By:	/s/ G. Marc Baumann
		G. Marc Baumann
		Executive Vice President, Chief Financial Officer /
		Treasurer
		(Principal Financial Officer)

INDEX TO EXHIBITS

Exhibit Number		Description

10.1*		Amendment No.7 to the Amended and Restated Senior Credit Agreement by and among the Company, LaSalle Bank National Association and Various Financial Institutions, dated June 30, 2003.
10.2*		Management Agreement by and between Circle Line Sightseeing Yachts, Inc. and the Company dated September 19, 2000 and First Amendment to the Management Agreement by and between Circle Line Sightseeing Yachts, Inc. and the Company dated June 9, 2003.
31.1*		Section 302 Certification dated August 7, 2003 for James A. Wilhelm, Chief Executive Officer and President.
31.2*		Section 302 Certification dated August 7, 2003 for G. Marc Baumann, Executive Vice President, Chief Financial Officer and Treasurer.
31.3*		Section 302 Certification dated August 7, 2003 for Daniel R. Meyer, Senior Vice President, Corporate Controller and Assistant Treasurer.
32.1*		Certification pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-10.1 3 a03-1793_1ex101.htm EX-10.1

Exhibit 10.1

SEVENTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 30th day of June, 2003 and is by and among Standard Parking Corporation (formerly known as APCOA/Standard Parking, Inc.), a Delaware corporation (the “Company”), LaSalle Bank National Association, a national banking association (“LaSalle”), Bank One, NA, a national banking association (“Bank One”), and LaSalle as agent (in such capacity, the “Agent”) for the “Lenders” under the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, LaSalle, Bank One and the Company are all of the parties to that certain Amended and Restated Credit Agreement dated as of January 11, 2002, as amended (as such agreement has been or may be further amended, restated, modified or supplemented and in effect from time to time, the “Credit Agreement”), and LaSalle and Bank One are all of the “Lenders” thereunder; and

WHEREAS, LaSalle, Bank One and the Company desire to amend the Credit Agreement in certain respects, as hereinafter described in this Amendment;

NOW THEREFORE, in consideration of the mutual conditions and agreements set forth in the Credit Agreement and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meaning ascribed to such terms in the Credit Agreement. In addition, the following term shall have the meaning indicated:

“Seventh Amendment Effective Date” means the date upon which this Amendment is executed by the Company, LaSalle, and Bank One, and the Guarantor Consent and Reaffirmation hereto is executed by each Guarantor, and each other condition to effectiveness set forth in Section 3 hereof has been fulfilled to the reasonable satisfaction of LaSalle and Bank One.

2. Amendment of Credit Agreement. Effective on the Seventh Amendment Effective Date, the Credit Agreement shall be amended as follows:

(A) The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement shall be amended and restated in its entirety as follows:

“Applicable Margin” shall mean, with respect to any Adjusted Corporate Base Rate Loan or LIBOR Loan, the applicable percentage set forth below:

Type of Revolving Credit Loan		Applicable Margin

LIBOR Loan		4.50% (450 basis points)
Adjusted Corporate Base Rate Loan		2.25% (225 basis points)

(B) The definition of “Borrowing Base” in Section 1.1 of the Credit Agreement shall be amended and restated in its entirety with respect to the Borrowing Base report due under Section 5.1(d)(ii) of the Credit Agreement as of June 30, 2003 and each Borrowing Base report due thereafter as follows:

“Borrowing Base” shall mean an amount equal to (i) eighty percent (80%) of the unpaid amount (net of such reserves and allowances as the Agent deems necessary in its reasonable discretion) of all Eligible Accounts Receivable then existing (other than Eligible Capital Improvement Receivables), plus (ii) fifty percent (50%) of all Eligible Capital Improvement Receivables then existing, plus (iii) forty percent (40%) of (A) the Net Book Value of Fixed Assets of the Company, minus (B) outstanding Capital Lease Indebtedness of the Company (determined on a consolidated basis), plus $7,000,000, provided, however, that such $7,000,000 additional availability shall be decreased by (A) $500,000 as of October 1, 2003, and (B) $500,000 as of the first day of each calendar quarter thereafter, until such $7,000,000 shall have been decreased to zero (0).

(C) The first sentence of Subsection 2.3(d) of the Credit Agreement shall be amended and restated in its entirety as follows:

“The Company agrees to pay to the Agent, with respect to Letters of Credit and Existing Letters of Credit, a per annum fee, computed:

(i) with respect to all periods before July 1, 2003 at 375 basis points, and

(ii) with respect to July 1, 2003 and all periods thereafter at a rate equal to the Applicable Margin for LIBOR Loans,

calculated on the maximum amount available to be drawn from time to time under a Letter of Credit or Existing Letter of Credit, which fee shall be paid quarterly in arrears on the last Business Day of each March, June, September and December for the period from and including the date of issuance of such Letter of Credit or, in the case of Existing Letters of Credit, from the Closing Date, to and including the stated expiry date of such Letter of Credit or Existing Letter of Credit, which fees shall be for the pro rata benefit of the Revolving Lenders, provided that (x) a fee computed at the rate of 0.25% per annum calculated on the face amount of each Letter of Credit shall be retained from such fee solely for the account of the Agent at any time when two or more Lenders hold Revolving Commitments and (y) a fee computed at the rate of 0.25% per annum calculated on the face amount of each Existing Letter of Credit shall be retained from such fee solely for the account of Bank One.”

(D) Subsection 3.1(a) of the Credit Agreement shall be amended and restated in its

entirety as follows:

(a) Unless earlier payment is permitted or required under this Agreement, the Company shall pay to the Agent, for the benefit of the Lenders, (i) on the Revolving Credit Termination Date, the entire outstanding principal amount of the Revolving Credit Advances, (ii) on June 30, 2003, $2,500,000 of the outstanding principal balance of the Term Loan, (iii) on September 30, 2003, $2,500,000 of the outstanding principal balance of the Term Loan and (iv) on the Term Loan Termination Date, the entire outstanding principal amount of the Term Loan. If the Revolving Credit Advances at any time exceed the amount allowed pursuant to Section 2.1(c), the Company shall prepay the Revolving Credit Advances by an amount equal to or, at its option, greater than such excess.

(E) Subsection 3.2(c) of the Credit Agreement shall be amended and restated in its entirety as follows:

(i) for the period from the Closing Date to but excluding March 1, 2003, (x) at the rate of 9½% per annum, payable in arrears on each Interest Payment Date, plus (y) 3½% per annum, which shall not be compounded and which shall be payable only on the Term Loan Termination Date or earlier maturity, whether pursuant to permitted prepayment, acceleration or otherwise; and

(ii) for the period including and after March 1, 2003 to but excluding May 1, 2003, (x) at the rate of 11½% per annum, payable in arrears on each Interest Payment Date, plus (y) 3½% per annum, which shall not be compounded and which shall be payable only on the Term Loan Termination Date or earlier maturity, whether pursuant to permitted prepayment, acceleration or otherwise; and

(iii) for the period including and after May 1, 2003, (x) at the rate of 13½% per annum, payable in arrears on each Interest Payment Date, plus (y) 3½% per annum, which shall not be compounded and which shall be payable only on the Term Loan Termination Date or earlier maturity, whether pursuant to permitted prepayment, acceleration or otherwise.

The interest in respect of the Term Loan applicable under clause (i)(x) or (ii)(x) or (iii)(x) preceding (as applicable) is referred to herein as the “Payable Interest Rate” and the interest in respect of the Term Loan applicable under clause (i)(y) or (ii)(y) or (iii)(y) preceding (as applicable) is referred to herein as the “Accruing Interest Rate”.

(F) The Revolving Commitment set forth next to the name of LaSalle on the signature page to the Credit Agreement shall be amended and restated in its entirety as “$30,500,000.”

3. Conditions to Amendment Effective Date. This Amendment shall become effective and the Seventh Amendment Effective Date shall occur upon completion of each of the following conditions to the reasonable satisfaction of each of LaSalle and Bank One:

(a) Execution and Delivery of This Amendment. This Amendment shall have been duly executed and delivered by the parties hereto.

(b) Restated Revolving Note. The Company shall have executed and delivered to LaSalle a Third Amended and Restated Revolving Credit Note in the form attached to this Amendment as Exhibit A.

(c) Restated Term Note. The Company shall have executed and delivered to LaSalle a Fourth Amended and Restated Revolving Credit Note in the form attached to this Amendment as Exhibit B.

(d) Guarantor Reaffirmations. Each of the Guarantors shall have executed and delivered to the Agent a reaffirmation of such Guarantor’s obligations under the Guaranty in the form attached to this Amendment as Exhibit C.

(e) Amendment Fee. The Company shall have paid to the Agent for distribution to Bank One an amendment fee in the amount of $40,000 in consideration of Bank One’s agreement to amend the Term Loan as provided herein. Such fee shall be fully earned and non-refundable upon the occurrence of the Seventh Amendment Effective Date.

(f) Secretary’s Certificates; Resolutions; Incumbency. The Company shall have delivered to the Agent, for the Company and for each Guarantor, a certificate of the Secretary or Assistant Secretary of the Company or such Guarantor certifying:

(i) the names, offices and true signatures of the officers of the Company or such Guarantor authorized to execute, deliver and perform, as applicable, this Amendment and/or any other instruments, documents or agreements to be entered into by the Company or such Guarantor in connection herewith; and

(ii) true and correct copies of resolutions of the board of directors of the Company or such Guarantor approving and authorizing the execution, delivery and performance by the Company or such Guarantor of this Amendment and/or any other instruments, documents or agreements to be entered into by the Company or such Guarantor in connection herewith.

(g) Execution and Delivery of Other Documents. The Company and the Guarantors shall execute and deliver any other document, instrument, certificate or other agreement reasonably requested by the Agent in connection with this Amendment.

4. Reaffirmation and Confirmation of Security Interest. The Company hereby confirms to LaSalle

and Bank One that the Company has granted to the Agent, for the benefit of the Lenders, a security interest in or lien upon substantially all of its property in order to secure the obligations of the Company to the Agent and the Lenders pursuant to the Credit Agreement. The Company hereby reaffirms such grant of such security interest and lien to the Agent, for the benefit of the Lenders, for such purpose in all respects.

5. Representation and Warranties. To induce LaSalle and Bank One to enter into this Amendment, the Company hereby represents and warrants to LaSalle and Bank One that:

(a) Since April 30, 2003, there has been no development or event, which has had or could reasonably be expected to have a material adverse effect on the Company’s business or financial condition. No Event of Default or Unmatured Event will occur after giving effect to this Amendment.

(b) The Company has the corporate power and authority, and the legal right, to make and deliver this Amendment and each other instrument, document or agreement to be executed and delivered by it pursuant hereto, and to perform all of its obligations hereunder and thereunder, and under the Credit Agreement as amended by this Amendment, and the Company has taken all necessary corporate action to authorize the execution and delivery of this Amendment and each other instrument, document or agreement to be executed and delivered by it pursuant hereto.

(c) When executed and delivered, this Amendment and each other instrument, document or agreement to be executed and delivered by the Company pursuant hereto, and the Credit Agreement as amended by this Amendment, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as enforceability may be affected by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, and by general equitable principles.

(d) No Unmatured Event or Event of Default exists, taking into account the changes to the Credit Agreement contemplated by this Amendment, and the representations and warranties made by the Company and the Continuing Guarantors in the Loan Documents to which each is a party are true and correct in all material respects on and as of the date hereof, after giving effect to the effectiveness of this Amendment and each other instrument, document or agreement to be executed and delivered by any of them pursuant thereto, as if made on and as of this date, other than those that relate to an earlier or specific date.

6. Miscellaneous.

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

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

without invalidating the remainder of such provision or the remaining provisions of this Amendment.

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

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

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

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

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

[Balance of page intentionally left blank; signature page follows.]

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

	STANDARD PARKING CORPORATION (formerly known as APCOA/Standard Parking, Inc.)


	By:

	Name:
	Title:


	LASALLE BANK NATIONAL ASSOCIATION, as Agent and a Lender


	By:
	Name:
	Title:


	BANK ONE, NA, as a Lender


	By:
	Name:
	Title:

EXHIBIT A

THIRD AMENDED AND RESTATED REVOLVING CREDIT NOTE

$30,500,000		Originally executed January 11, 2002
		Amended and Restated on June 30, 2003

FOR VALUE RECEIVED, the undersigned, STANDARD PARKING CORPORATION (formerly known as APCOA/Standard Parking, Inc.), a Delaware corporation (the “Borrower”), hereby promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Lender”):

(a) prior to or on the Revolving Credit Termination Date the principal amount of Thirty Million Five Hundred Thousand and no/100 Dollars ($30,500,000) or, if less, the aggregate unpaid principal amount of Revolving Credit Loans advanced by the Lender to the Borrower pursuant to that certain Amended and Restated Credit Agreement dated as of January 11, 2002, as amended (as further amended, restated, modified or supplemented and in effect from time to time, the “Credit Agreement”), among the Borrower, certain lenders which are or may become parties to the Credit Agreement, and the Lender, as agent for itself and the other lenders; and

(b) interest on the principal balance hereof from time to time outstanding from and after the Closing Date under the Credit Agreement at the times and at the rates provided in the Credit Agreement.

This Third Amended and Restated Revolving Credit Note (this “Note”) evidences borrowings under and has been issued by the Borrower in accordance with the terms of the Credit Agreement. This Note amends and restates in its entirety the Amended and Restated Revolving Credit Note which was previously executed and delivered by Borrower to Lender on January 11, 2002 in connection with the Credit Agreement and which has been further amended and restated prior to the date hereof (the “Existing Revolving Note”). The amendment and restatement of such Existing Revolving Note evidenced hereby is pursuant to an increase in the stated principal amount of the Existing Revolving Note. It is the intent of the parties hereto that the Existing Revolving Note, as restated hereby, shall re-evidence the Revolving Loans under the Credit Agreement and is in no way intended to constitute repayment or a novation of any of the Lender Indebtedness which is evidenced by the Credit Agreement or such Existing Revolving Note or any of the other Loan Documents executed in connection therewith. The Lender and any holder hereof is entitled to the benefits of the Credit Agreement, the Security Documents and the other Loan Documents, and may enforce the agreements of the Borrower contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement.

The Borrower irrevocably authorizes the Lender to make or cause to be made, at or about the time of the making of any Revolving Credit Loan or at the time of receipt of any payment of

principal of this Note, an appropriate notation on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Revolving Credit Loans set forth on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Lender with respect to any Revolving Credit Loans shall be prima facie evidence of the principal amount thereof owing and unpaid to the Lender, but the failure to record, or any error in so recording, any such amount on any such grid, continuation or other record shall not limit or otherwise affect the obligation of the Borrower hereunder or under the Credit Agreement to make payments of principal of and interest on this Note when due.

The Borrower has the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Credit Agreement.

If any one or more Events of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in accordance with the terms and conditions of the Credit Agreement.

No delay or omission on the part of the Lender or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Lender or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion.

The Borrower and every endorser and guarantor of this Note or the obligation represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or persons primarily or secondarily liable.

THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF ILLINOIS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS OR ANY FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 8.2 OF THE CREDIT AGREEMENT. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

IN WITNESS WHEREOF, the undersigned has caused this Third Amended and Restated Revolving Note to be signed in its corporate name by its duly authorized officer as of the day and year first above written.

	STANDARD PARKING CORPORATION (formerly known as APCOA/Standard Parking, Inc.)


	By:
	Name:
	Title:

Date

Amount of Loan

Type of
Loan*

Interest
Rate

Interest Period
(if applicable)

Amount of Principal
Paid, Prepaid or
Converted

Balance of Principal
Unpaid

Notation Made By

* LIBOR or Adjusted Corporate Base Rate

EXHIBIT B

ALL INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO OTHER INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE SUBJECT TO THE TERMS OF, THE SUBORDINATION AGREEMENT, DATED AS OF JANUARY 11, 2002 (THE “SUBORDINATION AGREEMENT”), AS THE SAME MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, BY AND AMONG BANK ONE, NA, STANDARD PARKING CORPORATION (FORMERLY KNOWN AS APCOA/STANDARD PARKING, INC.) AND LASALLE BANK NATIONAL ASSOCIATION.

FOURTH AMENDED AND RESTATED TERM NOTE

$15,000,000		Originally executed January 11, 2002
		Amended and Restated on December 30, 2002
		Amended and Restated Further on February 26, 2003
		Amended and Restated Further on April 30, 2003
		Amended and Restated Further on June 30, 2003

FOR VALUE RECEIVED, the undersigned, STANDARD PARKING CORPORATION (formerly known as APCOA/Standard Parking, Inc.), a Delaware corporation (the “Borrower”), hereby promises to pay to the order of BANK ONE, NA, a national banking association (the “Lender”):

(a) the principal amount of Fifteen Million Dollars ($15,000,000), payable in a principal installment of $2,500,000 on June 30, 2003 and a principal installment of $2,500,000 on September 30, 2003, with the remaining entire outstanding principal amount due and payable on the Term Loan Termination Date, as provided in that certain Amended and Restated Credit Agreement dated as of January 11, 2002 (as amended, restated, modified or supplemented and in effect from time to time, the “Credit Agreement”), among the Borrower, the Lender and certain other lenders which are or may become parties to the Credit Agreement, and LaSalle Bank National Association, a national banking association, as agent for itself and the other lenders; and

(b) interest on the principal balance hereof from time to time outstanding from and after the Closing Date under the Credit Agreement at the times and at the rates provided in the Credit Agreement.

This Fourth Amended And Restated Term Note evidences borrowings under and has been issued by the Borrower in accordance with the terms of the Credit Agreement. This Fourth Amended and Restated Term Note amends and restates in its entirety the Term Note which was previously executed and delivered by Borrower to Lender on January 11, 2002 as amended and restated by that certain Amended And Restated Term Note dated December 30, 2002, that certain Second Amended and Restated Term Note dated February 26, 2003, and that certain Third Amended and Restated Term Note dated April 30, 2003 (the “Existing Restated Term Note”). The amendment and restatement of such Existing Restated Term Note evidenced hereby is

pursuant to a change in the scheduled date for payment of the first installment of principal of the indebtedness evidenced hereby and thereby. It is the intent of the parties hereto that such Existing Restated Term Note, as restated hereby, shall re-evidence the Term Loans under the Credit Agreement and is in no way intended to constitute repayment or a novation of any of the Lender Indebtedness which is evidenced by the Credit Agreement or such Existing Restated Term Note (or the original Term Note restated thereby) or any of the other Loan Documents executed in connection therewith. The Lender and any holder hereof is entitled to the benefits of the Credit Agreement, the Security Documents and the other Loan Documents, and may enforce the agreements of the Borrower contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All capitalized terms used in this Fourth Amended And Restated Term Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement.

If any one or more Events of Default shall occur and be continuing, the entire unpaid principal amount of this Fourth Amended And Restated Term Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.

The Borrower and every endorser and guarantor of this Fourth Amended And Restated Term Note or the obligation represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Fourth Amended And Restated Term Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or persons primarily or secondarily liable.

THIS FOURTH AMENDED AND RESTATED TERM NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF ILLINOIS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS FOURTH AMENDED AND RESTATED TERM NOTE MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS OR ANY FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 8.2 OF THE CREDIT AGREEMENT. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

[Balance of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the undersigned has caused this Fourth Amended And Restated Term Note to be signed in its corporate name by its duly authorized officer as of the day and year first above written.

	STANDARD PARKING CORPORATION (formerly known as APCOA/Standard Parking, Inc.)


	By:
	Name:
	Title:

EXHIBIT C

REAFFIRMATION AGREEMENT

This Reaffirmation Agreement (this “Agreement”) is dated as of June 30, 2003, and is made jointly and severally by the entities which are signatories hereto (the “Guarantors”) in favor of LaSalle Bank National Association, a national banking association, as agent (the “Agent”) under the Credit Agreement referred to below, for the benefit of Agent and the “Lenders” under such Credit Agreement.

W I T N E S S E T H:

WHEREAS, Standard Parking Corporation (formerly known as APCOA/Standard Parking, Inc.) , a Delaware corporation (the “Borrower”), is indebted to the “Lenders” under that certain Amended and Restated Credit Agreement dated as of January 11, 2002, as amended (as further amended, restated, modified or supplemented and in effect on the date hereof, the “Credit Agreement”) and the “Notes” referred to therein; and

WHEREAS, in connection and concurrently with Borrower’s execution of the Credit Agreement and the Notes, the Guarantors entered into that certain Amended and Restated Guaranty in favor of the Agent, for the benefit of the Agent and the Lenders (the same, as it may be amended, restated, modified or supplemented and in effect from time to time being herein referred to as the “Guaranty”) providing for the guaranty by the Guarantors of Borrower’s obligations under the Credit Agreement, the Notes, and the other “Loan Documents” (as such term is defined in the Credit Agreement); and

WHEREAS, in connection and concurrently with Borrower’s execution of the Credit Agreement and the Notes, and from time to time thereafter, the Guarantors have entered into certain “Security Documents” (as such term is defined in the Credit Agreement) granting a Lien on substantially all of the Guarantors’ assets to secure Borrower’s obligations under the Credit

Agreement, the Notes and the other Loan Documents; and

WHEREAS, Borrower has requested that Agent and the Lenders amend the Credit Agreement in certain respects, all as set forth in that certain Seventh Amendment to Amended and Restated Credit Agreement dated as of June 30, 2003 by and among the Borrower, the Lenders and the Agent (the “Seventh Amendment”) and the Third Amended and Restated Revolving Credit Note referred to in the Seventh Amendment (the “Restated Revolving Note”), and the Fourth Amended and Restated Term Note referred to in the Seventh Amendment (the “Restated Term Note”); and

WHEREAS, the Lenders and the Agent are agreeable to such requests, subject to certain terms and conditions and provided, among other things, that the Guarantors concurrently execute and deliver this Reaffirmation Agreement; and

WHEREAS, the Guarantors desires to induce the Lenders and the Agent to take such actions and are therefore willing to execute and deliver this Reaffirmation Agreement in favor of the Agent for the benefit of the Lenders and the Agent;

NOW, THEREFORE, the Guarantors hereby jointly and severally agree as follows:

1. Reaffirmation of Guaranty and Security Documents. The Guaranty and each Security Document is hereby reaffirmed as of the date hereof in all respects jointly and severally by each of the Guarantors, and shall continue from and after the date hereof and shall remain in full force and effect from and after the date hereof, and the obligations guaranteed under the Guaranty and secured pursuant to the Security Documents shall include the Borrower’s obligations under the Credit Agreement as amended by the Seventh Amendment and under the Restated Revolving Note and the Restated Term Note.

2. Reaffirmation and Confirmation of Security Interest. Each Guarantor hereby confirms to LaSalle and Bank One that such Guarantor has granted to the Agent, for the benefit of the Agent and the Lenders, a security interest in or lien upon substantially all of its property in order to secure the obligations of the Borrower to the Agent and the Lenders pursuant to the Credit Agreement. Each Guarantor hereby reaffirms such grant of such security interest and lien to the Agent, for the benefit of the Agent and the Lenders, for such purpose in all respects.

3. Representations and Warranties. To induce LaSalle and Bank One to enter into the Seventh Amendment, the Guarantors hereby jointly and severally represent and warrant to the Agent, for the benefit of the Agent and the Lenders, that:

(a) Since April 30, 2003, there has been no development or event, which has had or could reasonably be expected to have a material adverse effect on any Guarantor’s or the Borrower’s business or financial condition. No Event of Default or Unmatured Event will occur after giving effect to the Seventh Amendment.

(b) Each Guarantor has the corporate or limited liability company power and authority, and the legal right, to make and deliver this Agreement and has taken all necessary corporate or limited liability company action to authorize the execution and

delivery of this Agreement.

(c) This Agreement and the Guaranty each constitute legal, valid and binding obligations of the Guarantors, enforceable in accordance with their respective terms, except as enforceability may be affected by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, and by general equitable principles.

(d) No Unmatured Event or Event of Default exists and the representations and warranties made by the Borrower and the Guarantors in the Loan Documents to which each is a party are true and correct in all material respects on and as of the date hereof, after giving effect to the effectiveness of the Seventh Amendment and each other instrument, document or agreement to be executed and delivered by any of them pursuant thereto, as if made on and as of this date, other than those that relate to an earlier or specific date.

4. Governing Law. This Agreement shall be governed and construed in accordance with the internal laws and decisions of the state of Illinois, without regard to the conflict of laws provisions thereof. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

5. Captions. Section captions and headings used in this Agreement are for convenience only and are not part of and shall not affect the construction of this Agreement.

6. Counterparts; Facsimile Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall together constitute but one and the same document. This Agreement may be executed by facsimile signature, and any such facsimile signature by any party hereto shall be deemed to be an original signature and shall be binding on such party to the same extent as if such facsimile signature were an original signature.

7. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective successors and assigns, and shall inure to the benefit of such parties and their respective successors and assigns.

[Balance of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the undersigned have each executed this Reaffirmation Agreement as of the date first above written.

AP Holdings, Inc.					Tower Parking, Inc.


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


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


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


APCOA LaSalle Parking Company, LLC					Hawaii Parking Maintenance, Inc.


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


Standard Auto Park, Inc.					Standard Parking Corporation IL


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

EX-10.2 4 a03-1793_1ex102.htm EX-10.2

Exhibit 10.2

MANAGEMENT AGREEMENT

This MANAGEMENT AGREEMENT (this Agreement”) is made and entered into as of this day of , 2000, by and between CIRCLE LINE SIGHTSEEING YACHTS, INC., c/o New York Cruise Lines, Inc., Pier 83 West 42^nd Street & The Hudson River, New York, New York 10036, hereinafter referred to as “Owner,” and APCOA/STANDARD PARKING, INC., Two Copley Place, Suite 300, Boston, MA 02116, hereinafter referred to as “Operator.”

W I T N E S S E T H:

THAT, WHEREAS, Owner presently controls a parking facility at The Hudson River and Piers 81 and 83 and has the authority to contract for the management of said facility;

WHEREAS, Operator is an experienced operator and manager of parking facilities; and

WHEREAS, Owner and Operator desire to enter into an agreement whereby Operator will manage parking of motor vehicles at such facility upon the terms, covenants and conditions herein set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1. PREMISES. Owner hereby grants to Operator and Operator hereby accepts the right and obligation of administering, managing and operating the parking operations with respect to the parking facility known as the Circle Line Lot, servicing Pier 81 and Pier 83 and located at West 42nd Street and the Hudson River in the City of New York, State of New York, hereinafter referred to as the “Premises.”

2. TERM. The term of this Agreement shall be for three (3) years commencing on , 2000 and expiring on , 2003 (the “Term”).

3. OPERATOR’S OBLIGATIONS AND SERVICES. Operator hereby covenants and agrees that it will:

(a) Operate and direct the operation of the Premises as a parking facility, and render the usual and customary services incidental thereto, in a

professional, businesslike and efficient manner, subject only to the limitations contained in this Agreement, and provide supervision and inspection adequate to properly manage the Premises. Owner reserves the right to establish the hours of operation and parking rates for the Premises.

(b) Routinely maintain the parking equipment provided by Operator (if any) in good operating condition and repair, and also purchase, on behalf of Owner, with Owner’s prior written approval, equipment and supplies necessary for the operation of the Premises.

(c) Hire, pay and supervise sufficient experienced and qualified personnel who will render the services required by this Agreement for the professional, businesslike and efficient operation of the Premises. Such employees will be neatly uniformed and courteous to the public. All persons so employed shall be employees of Operator and not of Owner, and shall have no authority to act as the agent of Owner.

(d) Promote, advertise and endeavor to increase the volume, efficiency and quality of the services rendered.

(e) Collect from transient users of and monthly parkers at the Premises parking fees and other charges as directed by Owner.

(f) Maintain courteous, businesslike relations with users of the Premises, whose requests shall be received, considered and promptly acted upon.

(g) Cause the Premises to be maintained in a clean and orderly manner according to reasonable standards acceptable to Owner, including routine cleaning, sweeping, power washing, painting, light bulb and ballast replacement, but Operator shall not be required to make (and shall not be authorized to make, without Owner’s prior written approval) any structural, mechanical, electrical or other installations or alterations to the Premises required by statutes, regulations or other governmental requirements pertaining to air quality, environmental protection or persons with disabilities, which matters shall be the sole responsibility of Owner.

(h) Promptly notify Owner of any damage, accident, injury, or in the event of any other matter which, in Operator’s reasonable judgment, requires Owner’s attention.

(i) Advise and cooperate with Owner in the development and implementation of rules and regulations applicable to the Premises, and enforce such applicable rules and regulations as Owner shall adopt. Advise and consult with Owner with respect to matters of potential changes to traffic control systems, signage and/or any other matter that may substantially alter the use and operation of the Premises, the implementation of any of which shall require Owner’s written consent.

(j) Obtain and maintain the policies of insurance specified in Section 8 hereof.

(k) Maintain the premises, systems and improvements in good condition and repair including (as applicable) all directional signs and paint where necessary including affixing striping to pavement.

(l) Prepare and file all necessary returns, reports and forms required by law in connection with unemployment insurance, social security taxes, worker’s compensation insurance, disability benefits, Federal and state income tax withholding and other similar taxes and all other returns and reports required by any Federal, state or municipal authority (other than income and property tax returns of the Owner) including but not limited to all New York State and City Sales, Use and Parking Taxes, collect, remit and pay or make all deposits required for such taxes.

(m) Annually during the term, Operator shall prepare and deliver to Owner a budget, for Owner’s reasonable approval, reflecting the Gross Receipts and Operating Expenses (defined in Section 4 hereof) which Operator expects to receive and incur, respectively, during Owners forthcoming fiscal year (the Budget), it being agreed that if Owner for any reason does not respond to any proposed Budget within sixty (60) days after Owners receipt thereof, said Budget shall be deemed approved. If at any time during the period covered by an approved Budget it appears to Operator that the actual total of all Operating Expenses likely to be incurred during said period will exceed the Budget’s projected total by more than ten percent (10%), Operator shall promptly so advise Owner, and Owner and Operator shall jointly discuss what actions, if any, could be taken to minimize the Operating Expenses without substantially impairing the operation of the Premises.

All expenses incurred in connection with performing the above obligations and services shall be deemed Operating Expenses (defined in Section 4 hereof).

In addition to the above services, Operator shall provide certain “amenities” programs as mutually agreed upon with the prior approval of Owner. Said approval shall be at the sole discretion of Owner and the cost of such programs shall not be an Operating Expense hereunder.

4. GROSS RECEIPTS, OPERATING EXPENSES, REIMBURSABLE COSTS AND NET PROFIT. Operator shall account for all Gross Receipts collected by Operator under this Agreement and deposit such receipts in a federally insured bank account maintained by Operator.

“Gross Receipts” shall mean all sums collected by Operator for the parking and storage of motor vehicles, or for any other services or amenities offered by Operator on the Premises whether on an hourly, daily, weekly, or monthly basis, less all refunds, discounts and allowances made by Operator to its customers. “Net Receipts” are defined as Gross Receipts less any sales,

use, excise, occupancy, gross receipts, parking tax, or any other tax or charge collected by Operator on behalf of and payable to the tax collector.

Owner reserves the right, in its sole discretion, to allow parking at the Premises without charge or at a reduced rate for special events or employee parking, or at other times Owner determines. Accordingly, Gross Receipts shall not include the value any such free or discounted parking privileges granted by Owner to its employees, agents, representatives, and invitees.

“Operating Expenses” shall mean all expenses related to the operation of the Premises, including, without limitation, the aggregate of salaries and wages, payroll taxes, fringe benefits, workers’ compensation insurance, license and permit fees, uniforms, supplies, pagers, tools, radios, cleaning, costs of maintenance and repair required of Operator hereunder, telephone charges, employee recruitment/training, cost of annual audit, banking charges, credit card system charges, postage and freight, tickets, stationery including report forms, garagekeeper’s legal and public liability insurance premiums established by Operator , the first $1,000 of any loss or damage claim (plus attorney’s fees and court costs to defend Owner and/or Operator in actions brought to recover damages for such losses) and losses due to theft or robbery. Such expenses shall be paid from Net Receipts if sufficient.

Operating Expenses shall not include utility charges, costs of maintenance and Owner’s carrying costs for the Premises, such as depreciation, building insurance, real estate taxes and assessments, taxes on Owner’s personal property, debt retirement including mortgage interest, rent and any other expenses (including compliance with the Americans With Disabilities Act of 1990). Payment of such expenses and costs are the sole obligation of Owner.

“Reimbursable Costs” are any expenses which are not deemed Operating Expenses and are approved in writing by Owner prior to expenditure.

If Owner disputes any Operating Expense or Reimbursable Cost, Owner shall give Operator written notice specifying the item disputed and the reason therefor. In such event, owner shall have the right to withhold any money that represents a disputed item. Payment for any Operating Expense or Reimbursable Cost which is not disputed shall not be withheld. The parties shall, in good faith, diligently pursue resolution of any disputed item within thirty (30) days of said notice. In the event that after the thirty (30) day period, the dispute is not resolved, the Owner and Operator agree to submit this disputed matter for a non-binding mediation to JAMS, 45 Broadway, New York, New York 10006. The Owner and Operator understand that the role of the mediator is not to render a decision but to assist the parties in reaching a mutually acceptable resolution.

The mediator will provide an evaluation of the Owner and Operator’s cases and of the likely resolution if the dispute is not settled. The Owner and Operator agree that the mediator is not acting as an attorney or providing legal advice on behalf of either of them. The fees charged by JAMS will be shared and paid equally by the Owner and Operator.

“Net Profit” is the balance remaining after deducting all Operating Expenses and Reimbursable Costs from Net Receipts. Net Profit, less deductions for any Net Profit Advance (defined below), and Operator’s Management Fee, shall be paid to Owner concurrently with the statement required in Section 9 of this Agreement.

An advance of Net Profit shall be paid to Owner as follows:

(a) On or before December 31, 2000 or any future December 31^st during the term of the Agreement, and again on or before April 1, 2000, or any future April 1^st during the term of this Agreement, Operator shall remit, upon Owner’s written request, to Owner an advance of Net Profit equal to $100,000.00 for each month. Thus, the annual advance of Net Profit shall be equal to $200,000 (“Net Profit Advance”). Owner shall be responsible for paying back the Net Profit Advance, plus interest equal to the prime rate of interest published in The Wall Street Journal plus two (2) points, according to Subsection (b) below.

(b) The annual Net Profit Advance, plus interest as aforesaid, shall be deducted by Operator from the Premises’ Net Receipts during the months of April through December of each year. If, as of January 1 of any year (after the first year), the Net Profit Advance for such year still shall not have been fully reimbursed because Net Receipts for the months of April through December were insufficient, then Owner must reimburse the balance due Operator in accordance with Section 7 herein.

5. MANAGEMENT FEE. As compensation for Operator’s services hereunder, Owner shall pay Operator, each month, a management fee based on a tiered percentage of annual Net Receipts, as follows:

5% of the first $700,000 of annual Net Receipts; plus

6% of annual Net Receipts in excess of $700,000, but less than $1,000,000; plus

7% of annual Net Receipts in excess of $1,000,000.

In computing the Management Fee, Net Receipts (as defined in Section 4 hereof) shall not include all (i) sums due and payable and (ii) outstanding accounts receivable, if any, for the parking of motor vehicles. The Management Fee may be deducted by Operator from Net Receipts to the extent such receipts are sufficient.

The term “year” shall mean the twelve (12) consecutive calendar months beginning with the commencement date of the Initial Term of this Agreement and each twelve-month period thereafter.

6. CONDITION AND USE OF THE PREMISES. Owner warrants and represents that, at the commencement of and throughout the term herein, the Premises (including but not limited to the roof, structural portions, and interior and exterior of any building which is part of the Premises) are and shall, at Owner’s expense, be kept in good condition and repair for use as a parking facility and be constructed and fixtured to comply with all laws, regulations, ordinances and codes now in effect or which become effective during the term hereof, including the Americans With Disabilities Act of 1990.

7. REIMBURSEMENT OF DEFICIT. In the event the Net Receipts actually collected by Operator during any year are exceeded by the total of Operating Expenses, Reimbursable Costs, the Management Fee, and any reimbursement of Net Profit Advance due Operator pursuant to Section 4 herein, resulting in a deficit for said year, Owner agrees to pay Operator the amount of said deficit within thirty (30) days after receipt of Operator’s annual statement. If payment is not made by Owner to Operator within said thirty-day period, Operator shall have the right to: (i) charge interest equal to prime rate of interest published in The Wall Street Journal plus two (2) points from the date such payment became due and payable; (ii) offset the amount of the deficit (plus accrued interest) by deduction thereof from any Net Profit due or to become due to Owner; and (iii) at its option, terminate this Agreement upon written notice, without waiving or limiting any of its legal remedies which Operator may pursue to collect the amount owed.

8. OPERATOR’S INSURANCE COVERAGES.

(a) Operator shall carry and maintain, as an Operating Expense, the following insurance coverages:

(1) Worker’s Compensation insurance in compliance with the Worker’s Compensation Act of the State of New York.

(2) Employer’s liability insurance on all employees for the Premises not covered by the Worker’s Compensation Act, for occupational accidents or disease, for limits of not less than $100,000 for any one occurrence, or whatever is necessary to satisfy the requirements of the umbrella liability insurance specified in Subsection (a)(6) below.

(3) Garage liability insurance on an occurrence form basis with limits of not less than $1,000,000 per occurrence with an annual aggregate limit of $2,000,000 per location.

(4) Garage keeper’s legal liability insurance (if applicable) insuring any and all automobiles that are parked at the Premises by Operator’s attendants or for which a bailment otherwise is created, with such limits of liability not less than $1,000,000 per occurrence.

(5) Comprehensive crime insurance including employee theft, premise, transit and depositor’s forgery coverage, with limits of liability as to any given occurrence of $50,000 for monies and securities inside and outside the Premises, and $1,000,000 on account of any employee dishonesty.

(6) Umbrella liability insurance, in excess following form, with an annual aggregate limit of not less than (i) $15,000,000, with respect to garage liability insurance, and (ii) $15,000,000, with respect to garagekeeper’s legal liability insurance (if applicable).

(b) The liability policies affording the coverages described in Subsections (a)(3), (a)(4) and (a)(6) above shall be endorsed to cover Owner and its employees, agents, directors and officers as additional insureds.

(c) All such insurance shall be with companies as shall be reasonably satisfactory to Owner, and all such policies shall provide that they may not be cancelled or adversely altered without at least thirty-(30) days’ prior written notice to Owner. Operator shall deliver satisfactory certificates of insurance to Owner and renewal policies shall be obtained, and certificates delivered to Owner, at least thirty (30) days prior to expiration.

(d) Owner hereby waives all claims for recovery from Operator and its employees, agents, directors and officers for personal injury and/or loss or damage to Owner’s property of the type covered by insurance actually carried by Owner or which is commonly covered under an “all-risk” of direct physical loss insurance policy of the type customarily available in New York, New York, in either case irrespective of applicable deductibles.

9. ACCOUNTING. Within twenty (20) days after the end of each calendar month, Operator shall mail to Owner a statement showing all Gross Receipts, Net Receipts, Operating Expenses, Reimbursable Costs, the Management Fee and Net Profit for the preceding calendar month. Within forty-five (45) days following the last month of the term of this Agreement, Operator shall mail a like final statement. An annual statement setting forth such information for Owner’s fiscal year shall be mailed to Owner within 45 days after the end of each fiscal year. Owner’s fiscal year shall be January 1 to December 31..

Operator shall keep complete and accurate accounting reports and records of Gross Receipts, Net Receipts, Operating Expenses, Reimbursable Costs and Net Profit relating to the Premises. Such reports and records shall be kept in accordance with good accounting practices. Operator shall permit Owner to inspect Operator’s accounting reports and records at Operator’s offices during reasonable business hours and at Owner’s expense.

10. EQUIPMENT AND IMPROVEMENTS. Operator may, with Owner’s written approval, purchase and install equipment or improvements which the parties agree should be installed as part of the revenue and traffic control system and operational requirements for the Premises.

Title to equipment and improvements so purchased and installed by Operator shall vest in Owner upon installation. The total cost thereof (including delivery and installation costs and

taxes) shall be reimbursed to Operator by Owner within thirty (30) days after receipt of Operator’s statement showing the description and cost of each item, or, at the option of Operator, may be deducted by Operator from the Net Profit otherwise due and payable to Owner.

Operator agrees that it will not make or construct any improvements, additions or alterations to the Premises without the prior written consent of Owner.

11. OWNER’S OBLIGATIONS. Owner shall, at its expense, be responsible only for following:

(a) Repair and maintenance of the Premises, systems and improvements in good condition and repair, including (as applicable): heating, air conditioning, ventilating, exhaust, fire protection, alarm, utility, plumbing (including lavatory facilities), sewage, drainage, security and lighting systems; paving; fencing; parking booths; landscaping; windows and doors; plate glass; driveways, sidewalks and curbs (including curb cuts); sealing and waterproofing; electrical or mechanical equipment, including traffic control devices used at or in the Premises; and all structural repairs.

(b) Alterations, improvements and additions Owner deems necessary and/or as may be required by the Americans With Disabilities Act of 1990, and payment of architectural, engineering or consulting fees with respect thereto.

Owner agrees that any contract between Owner and a contractor for work on behalf of Owner at the Premises shall require (i) the contractor to indemnify, save and hold Owner and Operator harmless from and against and free and clear of all claims, suits, actions, and damages which may arise, occur or result from work performed by said contractor, and (ii) the contractor to name Owner and Operator as additional insureds on contractor’s policy of insurance and furnish Owner and Operator with a certificate of insurance evidencing such coverages.

12. INDEMNIFICATION. Operator shall indemnify and hold harmless Owner from all loss or liability whatsoever, on account of any damage or injury, claims and demands arising out of acts or omissions of the Operator, its agents or employees, or by failure to keep said parking facility or equipment in good order and repair, or for such other damage or injury caused by any acts or events whatsoever including, but not limited to, acts or omissions of third parties in or about said parking facility. However, Operator shall not be liable for damages or injury occasioned by failure of the Owner to comply with its obligations hereunder or by reason of the negligence of the Owner, its agents or employees or third parties. Owner shall indemnify and hold harmless Operator from all loss or liability whatsoever, on account of any damage or injury, claims and demands arising out of acts or omissions of the Owner, its agents or

employees; or by failure to keep said parking facility or equipment in good order and repair; or for such other damage or injury caused by any acts or events whatsoever including, but not limited to, acts or omissions of third parties in or about said parking facility. However, Owner shall not be liable for damages or injury occasioned by failure of the Operator to comply with its obligations hereunder or by reason of the negligence of the Operator, its agents or employees or third parties. Operator guarantees to and indemnifies Owner for payment of any liability imposed upon Owner as a result of Operator’s failure to pay any tax due or to become due to any municipal taxing including but not limited to any tax, penalty or interest thereon.

13. OWNER’S INSURANCE. Owner shall, at its expense, provide and maintain fire and extended coverage, vandalism and malicious mischief, and all-risk insurance coverages for buildings, improvements and any other real or personal property of Owner located on the Premises in an amount equal to the full replacement cost thereof.

14. RELEASE AND WAIVER OF SUBROGATION. In the event all or any part of the Premises (including any buildings, improvements or other real or personal property thereon) are damaged or destroyed by fire or other casualty, the rights or claims of either party or its employees, agents, successors or assigns against the other with respect to liability for such loss, destruction or damage resulting therefrom, including loss, destruction or damage suffered as a result of negligence of either party or their employees or agents, are hereby released and discharged, and any and all subrogation rights or claims are hereby waived to the extent of the insurance coverage carried by the parties hereto.

All such insurance policies shall contain a clause or endorsement providing that the insurance shall not be prejudiced if the insured has waived its rights of recovery (including subrogation rights) against any person or company prior to the date of loss, destruction or damage.

15. LICENSES AND PERMITS. Operator shall obtain and maintain all licenses and permits required by an operator of parking facilities by any governmental body or agency having jurisdiction over Operator’s operations at the Premises and will abide by the terms of such licenses and permits. Any license or permit fees incurred by Operator shall be deemed an Operating Expense.

16. LAWS AND ORDINANCES. Operator shall not use all or any part of the Premises for any use or purpose which is (i) forbidden by or in violation of any law of the United States, any state law or any city ordinance, or (ii) may be dangerous to life, limb or property.

17. LOSS OR DAMAGE TO PREMISES. In case of any substantial loss of or damage to the Premises as the result of a taking under the power of eminent domain, or by fire, storm or other casualty, Owner may (i) repair or restore the Premises at Owner’s expense, or (ii) abandon the operation and terminate this Agreement by giving at least ten (10) days’ prior written notice to Operator. If Owner so terminates, Owner shall not be liable to Operator for Management Fees arising after the date of taking or casualty; provided, however, if any portion of the Premises remains suitable for parking and Operator, with Owner’s prior written approval, continues its operations, Operator shall be entitled to receive its Management Fees for the period during which such operations are continued. If Owner repairs and restores the Premises, no Management Fees shall be due for the period the Premises are unsuitable for the ordinary conduct of parking business, and Operator shall not be required to provide services hereunder, but this Agreement shall continue in effect and the term shall be extended for a period equal to the period needed for repair and restoration.

18. RELATIONSHIP OF THE PARTIES. No partnership or joint venture between the parties is created by this Agreement, it being agreed that Operator is an independent contractor.

19. FORCE MAJEURE. Neither party shall be in violation of this Agreement for failure to perform any of its obligations by reason of strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the public enemy, acts of public authority, weather conditions, riots, rebellion, accidents, sabotage or any other circumstances for which it is not responsible and which are not within its control. No Management Fee shall be due to Operator if it suspends operations for any such cause or event.

20. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

21. APPROVALS. Whenever the approval of either party is required herein, such approval shall not be unreasonably withheld or delayed except where it is provided herein to be in the sole discretion of the Owner.

22. WAIVERS. No waiver of default by either party of any term, covenant or condition hereof to be performed or observed by the other party shall be construed as, or operate as, a waiver of any subsequent default of the same or any other term, covenant or condition hereof.

23. SEVERABILITY. If any provision hereof is held to be invalid by a court of competent jurisdiction, such invalidity shall not affect any other provision hereof, provided such invalidity does not materially prejudice either party in its rights and obligations contained in the valid provisions of this Agreement.

24. TERMINATION. The Owner may terminate this Agreement provided the Owner gives thirty (30) days prior written notice to the Operator. The Operator may terminate this Agreement provided the Operator gives ninety (90) days prior written notice to the Owner.

25. ASSIGNMENT. Operator shall not assign or transfer this Agreement or its right, title or interest herein without the prior written consent of Owner. The giving of such consent shall be in the sole discretion of the Owner. Operator is hereby given the right to assign this Agreement to an affiliate of Operator or to a corporation substantially all of the stock of which is owned by Operator and/or to collaterally assign its right, title and interest herein to a financial institution as security for any present or future loans to Operator.

26. NOTICES. Any notice or communication required to be given to or served upon either party hereto shall be given or served by personal service or by express delivery or by mailing the same, postage prepaid, by United States registered or certified mail, return receipt requested, to the following addresses:

TO OWNER:		Circle Line Sightseeing Yachts, Inc.
		c/o New York CruiseLines, Inc. Attn: Mark Davidoff, Vice President Pier 83, West 42nd Street & The Hudson River New York, NY 10036

with copy to:		Graubard Mollen & Miller
(by regular mail)		Attn: Kevin B. McGrath, Esq.
600 Third Avenue
New York, New York 10016

TO OPERATOR:		APCOA/Standard Parking, Inc.
		Attn: Legal Department 900 N. Michigan Avenue, Suite 1600 Chicago, IL 60611

with copy to:		APCOA/Standard Parking, Inc.
(by regular mail)		Attn: Richard P. DiPietro, Senior Vice President Two Copley Place, Suite 300 Boston, MA 02116

Either party may designate a substitute address at any time hereafter by written notice thereof to the other party.

27. ENTIRE AGREEMENT. This Agreement, together with all exhibits hereto, constitutes the entire agreement between the parties, and all other representations or statements heretofore made, verbal or written, are merged herein. This Agreement may be amended only by written agreement of the parties.

28. PARTIES BOUND. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, successors, executors, administrators, legal representatives and permitted assigns.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

OWNER:				OPERATOR:

Circle Line Sightseeing Yachts, Inc.				APCOA/Standard Parking, Inc.

By:				By:
August J. Ceradini				Steven A. Warshauer
President				Executive Vice President

FIRST AMENDMENT OF MANAGEMENT AGREEMENT

This FIRST AMENDMENT OF MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of this day of 2003, by and between Circle Line Sightseeing Yachts, Inc., hereinafter referred to as “Owner,” and Standard Parking Corporation, a Delaware corporation formerly known as APCOA/Standard Parking, Inc., hereinafter referred to as “Operator.”

W I T N E S S E T H:

THAT, WHEREAS, Owner and Operator are parties to a Management Agreement dated September 19, 2000 (“Management Agreement”) pursuant to which Operator operates and manages Owner’s parking facility at the Hudson River and Piers 81 and 83 in New York, New York (“Premises”); and

WHEREAS, Owner and Operator desire to amend the Management Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1. RECITALS AND DEFINITIONS. The above recitals are incorporated herein. The terms defined in the Management Agreement shall have the same meanings ascribed to such terms in the Management Agreement when used herein, unless expressly defined otherwise herein.

2. NET PROFIT ADVANCE. Operator shall continue to advance Net Profit to Owner in accordance with Section 4 (a) and (b) of the Management Agreement, except that for the balance of the term of the Management Agreement:

(a) The first installment ($100,000) of the total annual Net Profit Advance of $200,000 shall be due and payable to Owner on the 1^st day of April each year during the remainder of

the term, or if such date shall fall on a day other than a business day, the first business day thereafter; and

(b) The second installment ($100,000) of the total annual Net Profit Advance shall be due and payable to Owner on the 31^st day of December each year during the remainder of the term, or if such date shall fall on a day other than a business day, the first business day thereafter.

3. LOAN TO OWNER. On or before June , 2003, Operator shall loan (“Loan”) to Owner the sum of $300,000 (“Loan Amount”). Owner shall pay back the Loan Amount, plus interest thereon at a rate of nine percent (9 %) per annum, to Operator in full by November 1, 2003 (“Due Date”). Owner may prepay the Loan Amount at any time without penalty. As consideration for the Loan, the Management Fee shall be adjusted in accordance with Section 4 of this Amendment and Owner shall execute and deliver to Operator, upon execution of this Amendment, a promissory note in the form attached hereto and made a part hereof as Exhibit “A”.

If the Loan Amount, plus interest as aforesaid, is not paid to Operator by the Due Date, then: (a) Operator may charge interest at the default rate (“Default Rate”) of twelve percent (12%); (b) Owner shall be in default of the Management Agreement; (c) the Management Fee set forth in Section 4 of this Amendment shall remain in effect until such time as the Loan is paid back in full; and (d) Operator may continue to operate the Premises, notwithstanding any expiration of the Management Agreement or attempt by Owner to terminate the Agreement, free of any obligation to remit any Net Profit or Net Profit Advance to Owner, and retaining all Gross Receipts and deducting the balance of the Loan Amount (plus interest as aforesaid) from Net Receipts until such time as Operator is paid in full. The foregoing remedies shall be in addition to all remedies available at law or in equity to recover the sum due.

If the Loan Amount, plus interest as aforesaid, is not paid to Operator by the Due Date and Operator retains a collection agency and/or an attorney to pursue collection of the delinquent amount plus interest at the Default Rate, then all collection costs, including without limitation, attorney’s fees and court costs, shall be payable by Owner to Operator.

4. MANAGEMENT FEE. Commencing retroactive to January 1, 2003 and continuing until such time as the Loan Amount (plus interest as aforesaid) in paid in full to Operator, the Management Fee payable to Operator each month shall be based on the following.

5% of the first $163,000 of annual Net Receipts; plus

12% of all Net Receipts in excess of $163,000.

In the first full month following the date on which the Loan Amount (plus interest as aforesaid) is paid in full, the Management Fee as originally set forth in Section 5 of the Management Agreement shall be reinstated and this Section 4 shall be deemed terminated. Thus, for example, if the Loan is paid in full on October 31, 2003, the Management Fee for November 2003 and subsequent months shall conform to Management Fee originally set forth in Section 5 of the Management Agreement

5. TERMINATION RIGHTS. All rights to terminate the Management Agreement shall remain as originally set forth in the Management Agreement except that, for so long as the Loan remains outstanding, repayment of the Loan Amount (plus interest as aforesaid) to Operator shall be a condition precedent to the exercise by Owner of any right of termination of the Agreement. In addition, if the Management Agreement should terminate for any other reason while the Loan is still pending (for example, but without limitation, because of a condemnation action, or loss or damage to the Premises), then the Loan Amount (plus interest as aforesaid) shall become due and payable as of the date of such termination. If not paid upon termination, then Operator may pursue any or all of the remedies available under Section 3 of this Amendment, at law or in equity, and shall be entitled to recovery of its collection costs and legal fees, all as set forth in said Section 3.

6. NO OTHER CHANGES. Except as expressly modified herein, the Management Agreement remains in full force and effect upon its original terms and conditions.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

OWNER:	OPERATOR:

Circle Line Sightseeing Yachts, Inc.	Standard Parking Corporation

By:	By:
Name:	Name:	Michael K. Wolf
Title:	Title:	Executive Vice President

Exhibit “A”

FORM OF PROMISSORY NOTE

$300,000

Executed at

June , 2003

FOR VALUE RECEIVED, CIRCLE LINE SIGHTSEEING YACHTS, INC. (the “Maker”), promises to pay to the order of STANDARD PARKING CORPORATION, a Delaware corporation (“Lender”) the principal sum of Three Hundred Thousand Dollars ($300,000.00). Said principal sum, plus interest thereon at a rate of nine percent (9%) per annum, shall be paid to Lender on or before November 1, 2003 (“Due Date”).

Failure to pay said sum when due shall entitle the holder(s) of this Promissory Note to declare the amount immediately due and payable without notice to the Maker. Past due payments shall bear interest at the default rate of twelve percent (12%) per annum (“Default Rate”).

This Note is given to evidence the making of a loan by Standard Parking Corporation to Maker in connection with a Management Agreement by and between Standard Parking Corporation and Maker dated September 19, 2000, as amended by First Amendment of Management Agreement dated , 2003 (as so amended, the “Management Agreement”).

The Maker waives notice of protest, dishonor, or any other notice otherwise required to be given to a maker of a Promissory Note, and Maker acknowledges that this Note is given in connection with a business transaction and not in connection with any household, consumer, or agricultural transaction.

Maker shall have the right to prepay this Note in part or in full at any time, or to make partial payments from time to time, but no prepayment shall relieve the Maker from the obligation to make the payment in full of the loan amount, plus interest as aforesaid, as the same becomes due.

The Maker and every endorser and guarantor of this Note or the obligation represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any

extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the additional or release of any other party or persons primarily or secondarily liable.

THIS NOTE AND THE OBLIGATIONS OF THE MAKER HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF ILLINOIS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE MAKER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS OR ANY FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE MAKER BY MAIL AT THE ADDRESS SPECIFIED IN THE “NOTICES” SECTION OF THE MANAGEMENT AGREEMENT. THE MAKER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

The person signing this Promissory Note on behalf of Maker hereby acknowledges that he is a duly qualified officer of Maker and that all requisite proceedings, if required by the by-laws and/or other corporate documents of Maker, have been taken, and said officer has all requisite corporate authority to execute and deliver this Promissory Note.

CIRCLE LINE SIGHTSEEING YACHTS, INC.

By:

Name:

Title:

Date:

EX-31.1 5 a03-1793_1ex311.htm EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATION

I, James A Wilhelm, certify that:

1. I have reviewed this Annual Report on Form 10-Q 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 issuer as of, and for, the periods presented in this report;

4. The issuer’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)) for the issuer 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 issuer, 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) Evaluated the effectiveness of the issuer’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

(c) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’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 issuer’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 issuer’s internal control over financial reporting.

Date: August 7, 2003

	By:		/s/ James A Wilhelm

			James A Wilhelm
			Chief Executive Officer and President

EX-31.2 6 a03-1793_1ex312.htm EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION

I, G. Marc Baumann, certify that:

1. I have reviewed this Annual Report on Form 10-Q of Standard Parking Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: August 7, 2003

	By:	/s/ G. Marc Baumann


		G. Marc Baumann
		Executive Vice President, Chief Financial Officer/Treasurer

EX-31.3 7 a03-1793_1ex313.htm EX-31.3

Exhibit 31.3

SECTION 302 CERTIFICATION

I, Daniel R Meyer, certify that:

1. I have reviewed this Annual Report on Form 10-Q of Standard Parking Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: August 7, 2003

	By:	/s/ Daniel R Meyer

		Daniel R Meyer
		Senior Vice President, Corporate Controller and Assistant Treasurer

EX-32.1 8 a03-1793_1ex321.htm EX-32.1

Exhibit 32.1

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-Q of Standard Parking Corporation (the “Company”) for the quarter ended June 30, 2003, 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. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of their knowledge and belief, 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.

This certification is made solely for purpose of 18 U.S.C. § 1350 and not for any other purpose. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to Standard Parking Corporation and will be retained by Standard Parking Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

	/s/ JAMES A. WILHELM
	Name:	James A. Wilhelm
	Title:	Chief Executive Officer and President
	Date:	August 7, 2003

	/s/ G. MARC BAUMANN
	Name:	G. Marc Baumann
	Title:	Executive Vice President, Chief Financial Officer and Treasurer
	Date:	August 7, 2003

	/s/ DANIEL R. MEYER
	Name:	Daniel R. Meyer
	Title:	Senior Vice President, Corporate Controller and Assistant Treasurer
	Date:	August 7, 2003

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